parent undertaking

(1) 45(in accordance with section 420 of the Act (Parent and subsidiary undertaking) and section 1162 of the Companies Act 198555 (Parent and subsidiary undertakings)):

1. (a) (in relation to whether an undertaking , other than an incorporated friendly society , is a parent undertaking and except for the purposes 43described in (c43)) an undertaking which has the following relationship to another undertaking ("S"):19
   1. (i) it holds a majority of the voting rights in S; or
   2. (ii) it is a member of S and has the right to appoint or remove a majority of its board of directors; or
   3. (iii) it has the right to exercise a dominant influence over S through:
      1. (A) provisions contained in S's memorandum or articles; or
      2. (B) a control contract; or
   4. (iv) it is a member of S and controls alone, under an agreement with other shareholders or members, a majority of the voting rights in S; or
   5. (v)28
      1. (A) it has the power to exercise, or actually exercises, dominant influence or control 28over S; or
      2. (B) it and S are managed on a unified basis; or
   6. (vi) it is a parent undertaking of a parent undertaking of S; or
   7. (vii) (except in REC43or for the purposes of the rules in GENPRU and INSPRU as they apply to members of the Society of Lloyd's or to the Society or managing agents in respect of members43) he is an individual and would be a parent undertaking if he were an undertaking; or
   8. (viii) (except in REC43 or for the purposes of rules in GENPRU and INSPRU as they apply to members of the Society of Lloyd's or to the Society or managing agents in respect of members43) it is incorporated in or formed under the law of another EEA State and is a parent undertaking within the meaning of any rule of law in that State for purposes connected with implementation of the Seventh Company Law Directive;
   in relation to (ii) and (iv); the undertaking will be treated as a member of S if any of its subsidiary undertakings is a member of S, or if any shares in S are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings; the provisions of Schedule 557 to the Companies Act 200655 (Parent and subsidiary undertakings: supplementary provisions) explain the expressions used in and supplement paragraphs (i) to (vi);
2. (b) (in relation to whether an incorporated friendly society is a parent undertaking and except for the purposes 43described in (c43)) an incorporated friendly society which has the following relationship to a body corporate ("S"):19
   1. (i) it holds a majority of the voting rights in S; or
   2. (ii) it is a member of S and has the right to appoint or remove a majority of S's board of directors; or
   3. (iii) it is a member of S and controls alone, under an agreement with other shareholders or members, a majority of the voting rights in S; or
   4. (iv) it is the parent undertaking of a body corporate which has the relationship in (i), (ii) or (iii) to S.
3. (c) (for the purposes of43BIPRU, GENPRU and INSPRU as they apply on a consolidated basis, for the purposes of BIPRU 10 (Concentration risk requirements) and for the purposes of SYSC 12 (Group risk systems and controls requirement)43 and in relation to whether an undertaking is a parent undertaking) an undertaking which has the following relationship to another undertaking ("S"): 19
   1. (i) a relationship described in (a) other than (a)(vii); or 19
   2. (ii) it effectively exercises a dominant influence over S19;43
   and so that43 (a)(v) does not apply43 for the purpose of43BIPRU as it applies on a consolidated basis (including BIPRU 8 (Group risk - consolidation)) or BIPRU 1043.5219

(2) a parent undertaking within the meaning of (1) of a controlled undertaking.45