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RSL Resources150pxlWhich subsidiaries are covered?

The Order which brings RSLs under the scope of the FOI Act also applies to connected bodies, i.e. subsidiaries, of RSLs.

To help organisations prepare for the Order coming into effect, the Commissioner has given an initial view on which subsidiaries will be covered. This will be updated as and when the Commissioner issues decisions on the interpretation of subsidiaries.

It is up to RSLs and their subsidiaries to satisfy themselves whether the subsidiaries are covered by the Order. Any organisation which is unsure should seek further advice.

The Commissioner cannot advise individual organisations on their own corporate structure, or on whether they are subsidiaries for the purposes of FOI law, and will only be able to consider individual cases in detail if an appeal is made under FOI or the EIRs or a compliance issue is investigated.

Initial view

The Commissioner considers there are separate definitions of "subsidiary", depending on the type of corporate structure under which the body is set up:

1. Where both bodies are "registered societies"
If both the RSL and the body in question are registered with the Financial Conduct Authority (FCA) as "registered societies", the body in question will be a subsidiary if:

(a) the RSL is a member of the body in question and controls the composition of its committee; or

(b) the RSL can exercise a majority of the votes to which the body's members are entitled under its rules.

2. Where only the RSL is a "registered society"
If the RSL is registered with the FCA as a "registered society" but the body in question is not, but is a company or body corporate, the body in question will be a subsidiary if:

(a) the RSL is a member of the body in question and controls the composition of its board of directors; or

(b) the RSL holds more than half in nominal value of the body's equity share capital.

3. Where neither bodies are "registered societies"
If neither the RSL nor the body in question are registered with the FCA as "registered societies", but both are companies or bodies corporate, the body in question will be a subsidiary if:

(a) the RSL holds a majority of the voting rights in the body in question; or

(b) the RSL is a member of the body and has the right to appoint or remove a majority of its board of directors; or

(c) the RSL is a member of the body and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or

(d) the body in question is a subsidiary of another company that is itself a subsidiary of the RSL (i.e. if there is a chain and the body in question is not the direct subsidiary of the RSL, but is a subsidiary of the RSL's subsidiary).

Functions

Remember that a subsidiary will only be subject to the Order in relation to information held for any of the functions listed in the Order.

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