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subsidiary undertaking

  1. (1) (except for the purposes of determining whether a person has close links with another person) an undertaking of which another undertaking is its parent undertaking.
  2. (2) (for the purposes of determining whether a person has close links with another person) (in accordance with section 343(8) of the Act (Information given by auditor or actuary to the FSA) and paragraph 3(3) of Schedule 6 to the Act (Threshold conditions)):
    1. (a) an undertaking in (1);
    2. (b) an undertaking ("S") if:
      1. (i) another undertaking (its parent) is a member of S;
      2. (ii) a majority of S's board of directors who have held office during the financial year and during the preceding financial year have been appointed solely as a result of the exercise of the parent's voting rights; and
      3. (iii) no one else is the parent undertaking of S under any of (a) (i) to (iii) or b(i) or (ii) in the definition of parent undertaking.5