controller
- (1) (in relation to a firm or other undertaking ("A")) other than an UK insurance intermediary) (in accordance with section 422 of the Act (Controller)) a person who falls within any of the following cases; the cases are where the person:17
- (a) holds 10% or more of the shares in A; or
- (b) is able to exercise significant influence over the management of A through his shareholding in A; or
- (c) holds 10% or more of the shares in a parent undertaking ("P") of A; or
- (d) is able to exercise significant influence over the management of P through his shareholding in P; or
- (e) is entitled to exercise, or control the exercise of, 10% or more of the voting power in A; or
- (f) is able to exercise significant influence over the management of A through his voting power in A; or
- (g) is entitled to exercise, or control the exercise of, 10% or more of the voting power in P; or
- (h) is able to exercise significant influence over the management of P through his voting power in P;
- (2) (in relation to an UK insurance intermediary) (in accordance with article 17 of the Insurance Intermediaries Order) a person who would fall within (1) if 20% were substituted for 10%;17in (1) and (2) of this definition:17
- (i) "the person" means:
- (A) the person; or
- (B) any of the person's associates; or
- (C) the person and any of his associates;
- (ii) "associate", in relation to a person ("H") holding shares in an undertaking ("C") or entitled to exercise or control the exercise of voting power in relation to another undertaking ("D"), means:
- (A) the spouse 33 or civil partner of H;
- (B) a child or stepchild of H (if under 18);
- (C) the trustee of any settlement under which H has a life interest in possession (or in Scotland a life interest);
- (D) an undertaking of which H is a director;
- (E) a person who is an employee or partner of H;
- (F) if H is an undertaking:
- (I) a director of H;
- (II) a subsidiary undertaking of H;
- (III) a director or employee of such a subsidiary undertaking; and
- (G) if H has with any other person an agreement or arrangement with respect to the acquisition, holding or disposal or shares or other interests in C or D or under which they undertake to act together in exercising their voting power in relation to C or D, that other person;
- (iii) "settlement" includes any disposition or arrangement under which property is held on trust (or subject to a comparable obligation);
- (iv) "shares" means:
- (A) in relation to an undertaking with a share capital, allotted shares;
- (B) in relation to an undertaking with capital but no share capital, rights to share in the capital of the undertaking;
- (C) in relation to an undertaking without capital, interests:
- (I) conferring any right to share in the profits, or liability to contribute to the losses, of the undertaking, or
- (II) giving rise to any obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.32
- (i) "the person" means: