Paragraph 13 Right held “indirectly”
A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity—
holds that right, or
is part of a chain of legal entities—
each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and
the last of which holds that right.
For these purposes, A has a “majority stake” in B if—
A holds a majority of the voting rights in B,
A is a member of B and has the right to appoint or remove a majority of the board of directors of B,
A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or
A has the right to exercise, or actually exercises, dominant influence or control over B within the meaning of section 1162 of the Companies Act 2006.
In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if—
a person's appointment as director follows necessarily from that person's appointment as director of the legal entity, or
the directorship is held by the legal entity itself.
In this paragraph—
references to the right to appoint to or remove a majority of the board of directors of a legal entity are to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters, and
references to a board of directors, in the case of an entity that does not have such a board, are to be read as references to the equivalent management body of that entity.