parent undertaking

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1. (1) (in accordance with section 420 of the Act (Parent and subsidiary undertaking) and section 1162 of the Companies Act 2006 (Parent and subsidiary undertakings)): 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 7 to the Companies Act 2006 (Parent and subsidiary undertakings: supplementary provisions) explain the expressions used in and supplement paragraphs (i) to (vi);
   1. (a) (in relation to whether an undertaking , other than an incorporated friendly society, is a parent undertaking and except for the purposes described in (c)) an undertaking which has the following relationship to another undertaking ("S"):
      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)
         1. (A) it has the power to exercise, or actually exercises, dominant influence or control over 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 REC or 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 members) he is an individual and would be a parent undertaking if he were an undertaking; or
      8. (viii) (except in REC 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 members) it is incorporated in or formed under the law of an178EEA 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;
   2. (b) (in relation to whether an incorporated friendly society is a parent undertaking and except for the purposes escribed in (c)) an incorporated friendly society which has the following relationship to a body corporate ("S"):
      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 of SYSC 12 (Group risk systems and controls requirement) 205and in relation to whether an undertaking is a parent undertaking) an undertaking which has the following relationship to another undertaking ("S"):
      1. (i) a relationship described in (a) other than (a)(vii); or
      2. (ii) it effectively exercises a dominant influence over S;
      205
   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 7 to the Companies Act 2006 (Parent and subsidiary undertakings: supplementary provisions) explain the expressions used in and supplement paragraphs (i) to (vi);
2. (2) a parent undertaking within the meaning of (1) of a controlled undertaking.
3. (3) (for the purposes of GENPRU 3205 and 124SYSC 19D (Dual-regulated firms Remuneration Code))124 has the meaning in article 4(1)(15) of the UK CRR178 but so that 178article 4(1)(15)(b) applies for the purpose of GENPRU 3.
4. [Note: article 2(9) of the Financial Groups Directive]178
5. (4) (for the purposes of MIFIDPRU, SYSC 19G (MIFIDPRU Remuneration Code) and otherwise in relation to an investment firm group):205
   1. (a) an undertaking which is a parent undertaking under section 1162 of the Companies Act 2006, taken with Schedule 7 to that Act; or205
   2. (b) (for the purposes of MIFIDPRU 2.5):205
      1. (i) an undertaking referred to in (a); and 205
      2. (ii) an undertaking that is deemed to be a parent undertaking in accordance with MIFIDPRU 2.4; or205
   3. (c) (for the purposes of MIFIDPRU 2.6):205
      1. (i) an undertaking referred to in (a); and205
      2. (ii) an undertaking that is deemed to be a parent undertaking in accordance with MIFIDPRU 2.4.15R(2).205