moved Amendments Nos. 54 to 60:"After Clause 591, insert the following new clause—" ““PART 19A DEBENTURES REGISTER OF DEBENTURE HOLDERS (1)   Any register of debenture holders of a company that is kept by the company must be kept available for inspection— (a)   at the company’s registered office, or (b)   at another place in the part of the...

moved Amendments Nos. 54 to 60:"After Clause 591, insert the following new clause—" ““PART 19A DEBENTURES REGISTER OF DEBENTURE HOLDERS (1)   Any register of debenture holders of a company that is kept by the company must be kept available for inspection— (a)   at the company’s registered office, or (b)   at another place in the part of the...

My Lords, my noble and learned friend the Attorney-General has said that the provisions relating to derivative claims in Part 11 of the Bill have their origin in the Law Commission’s 1997 report on shareholder remedies. I readily acknowledge this and also acknowledge the argument that this amendment reflects a Law Commission recommendation, although I have...

My Lords, my noble and learned friend the Attorney-General has said that the provisions relating to derivative claims in Part 11 of the Bill have their origin in the Law Commission’s 1997 report on shareholder remedies. I readily acknowledge this and also acknowledge the argument that this amendment reflects a Law Commission recommendation, although I have...

moved Amendments Nos. 8 to 10:"After Clause 115, insert the following new clause—" ““REGISTER OF MEMBERS: RESPONSE TO REQUEST FOR INSPECTION OR COPY (1)   Where a company receives a request under section 115 (register of members: right to inspect and require copy), it must within five working days either— (a)   comply with the request, or (b)   apply to the...

moved Amendments Nos. 8 to 10:"After Clause 115, insert the following new clause—" ““REGISTER OF MEMBERS: RESPONSE TO REQUEST FOR INSPECTION OR COPY (1)   Where a company receives a request under section 115 (register of members: right to inspect and require copy), it must within five working days either— (a)   comply with the request, or (b)   apply to the...

My Lords, my noble and learned friend the Attorney-General set out our approach to this important but technically complex issue on Report. Two major principles have guided our approach. The first is that we cannot agree to return to the pre-1928 position, under which companies were able to include widely drafted...

My Lords, my noble and learned friend the Attorney-General set out our approach to this important but technically complex issue on Report. Two major principles have guided our approach. The first is that we cannot agree to return to the pre-1928 position, under which companies were able to include widely drafted...

moved Amendment No. 14:"Page 72, line 6, leave out subsection (4) and insert—" ““(   )   The general duties— (a)   have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be...

moved Amendment No. 14:"Page 72, line 6, leave out subsection (4) and insert—" ““(   )   The general duties— (a)   have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be...

moved Amendment No. 15:"Page 97, line 17, at end insert—" ““(   )   Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.”” On Question, amendment agreed to.

moved Amendment No. 15:"Page 97, line 17, at end insert—" ““(   )   Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.”” On Question, amendment agreed to.

My Lords, this amendment deals with two distinct issues: first, exempting or excluding from these provisions the case of an indemnity by a parent company to directors of its wholly owned subsidiaries; and secondly, dealing with pension trustees. I will deal with these separately. As my noble and learned friend the...

My Lords, this amendment deals with two distinct issues: first, exempting or excluding from these provisions the case of an indemnity by a parent company to directors of its wholly owned subsidiaries; and secondly, dealing with pension trustees. I will deal with these separately. As my noble and learned friend the...

My Lords, obviously we will keep an open mind on this issue, should it not work in the future. However, the problem is that you can have an open mind and make decisions but then there is always a time-lag in getting changes made in the legislation. Therefore, we want...

My Lords, obviously we will keep an open mind on this issue, should it not work in the future. However, the problem is that you can have an open mind and make decisions but then there is always a time-lag in getting changes made in the legislation. Therefore, we want...

moved Amendment No. 7:"Page 52, line 15, leave out subsections (3) to (8) and insert—" ““(   )   A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect. (   )   The request must contain the following information— (a)   in the case of an individual, his name...

moved Amendment No. 7:"Page 52, line 15, leave out subsections (3) to (8) and insert—" ““(   )   A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect. (   )   The request must contain the following information— (a)   in the case of an individual, his name...

My Lords, the Bill abolishes the requirement for private companies to appoint a company secretary. This is a major deregulatory measure. The Company Law Review recommended that as, it argued, the decision on whether to use the services of a secretary should be made by the market rather than by...

My Lords, the Bill abolishes the requirement for private companies to appoint a company secretary. This is a major deregulatory measure. The Company Law Review recommended that as, it argued, the decision on whether to use the services of a secretary should be made by the market rather than by...

My Lords, at Report I said that we had some sympathy with this amendment. Given that there is such specific reference to the Data Protection Act in other disclosure gateway provisions—for example in Clauses 638 and 639 of the Bill—we agreed to bring forward an amendment relating to the Data Protection Act at...

My Lords, at Report I said that we had some sympathy with this amendment. Given that there is such specific reference to the Data Protection Act in other disclosure gateway provisions—for example in Clauses 638 and 639 of the Bill—we agreed to bring forward an amendment relating to the Data Protection Act at...

My Lords, the noble Baroness tabled some amendments on Report that were similar in effect although slightly different in detail. As before, the effect of the amendments would be to strengthen the requirements of the business review and reintroduce elements of the operating and financial review. Amendment No. 39 would be significant...

My Lords, the noble Baroness tabled some amendments on Report that were similar in effect although slightly different in detail. As before, the effect of the amendments would be to strengthen the requirements of the business review and reintroduce elements of the operating and financial review. Amendment No. 39 would be significant...

My Lords, I will not repeat the arguments that we discussed in Committee and on Report about why these provisions are justified and the support from organisations—City representatives and practitioners—which are concerned with improving voting practice across UK quoted companies. I will just emphasise the key point made to us last week...

My Lords, I will not repeat the arguments that we discussed in Committee and on Report about why these provisions are justified and the support from organisations—City representatives and practitioners—which are concerned with improving voting practice across UK quoted companies. I will just emphasise the key point made to us last week...

moved Amendment No. 28:"Page 138, line 32, leave out from ““a”” to end of line 34 and insert ““day that is not a working day””" On Question, amendment agreed to. Clause 322 [Members’ power to require independent report on poll]:

moved Amendment No. 28:"Page 138, line 32, leave out from ““a”” to end of line 34 and insert ““day that is not a working day””" On Question, amendment agreed to. Clause 322 [Members’ power to require independent report on poll]:

moved Amendment No. 27:"Page 137, line 20, leave out from ““a”” to end of line 22 and insert ““day that is not a working day””" The noble Lord said: My Lords, this is a group of minor technical amendments. The Bill defines a working day in Clause 789. The definition could have been used in Clauses 307, 310 and 624,...

moved Amendment No. 27:"Page 137, line 20, leave out from ““a”” to end of line 22 and insert ““day that is not a working day””" The noble Lord said: My Lords, this is a group of minor technical amendments. The Bill defines a working day in Clause 789. The definition could have been used in Clauses 307, 310 and 624,...

My Lords, for once, the Government are ahead of the game. Of course, as a director one can now use a service address and one does not have to use one’s residential address. Assuming one has done that, one is covered. The new clause inserted after Clause 708, which we agreed...

My Lords, for once, the Government are ahead of the game. Of course, as a director one can now use a service address and one does not have to use one’s residential address. Assuming one has done that, one is covered. The new clause inserted after Clause 708, which we agreed...

moved Amendment No. 17:"Page 101, line 2, at end insert—" ““(   )   Information does not cease to be protected information on the individual ceasing to be a director of the company. References in this Chapter to a director include, to that extent, a former director.”” The noble Lord said: My Lords, the amendment ensures that the...

moved Amendment No. 17:"Page 101, line 2, at end insert—" ““(   )   Information does not cease to be protected information on the individual ceasing to be a director of the company. References in this Chapter to a director include, to that extent, a former director.”” The noble Lord said: My Lords, the amendment ensures that the...

moved Amendment No. 48:"Page 236, line 35, leave out paragraph (c)." On Question, amendment agreed to. [Amendment No. 49 not moved.] Clause 527 [Meaning of ““offer to the public””]:

moved Amendment No. 48:"Page 236, line 35, leave out paragraph (c)." On Question, amendment agreed to. [Amendment No. 49 not moved.] Clause 527 [Meaning of ““offer to the public””]:

moved Amendment No. 51:"Leave out Clause 581." On Question, amendment agreed to. Clause 582 [Right to inspect register etc]:

moved Amendment No. 51:"Leave out Clause 581." On Question, amendment agreed to. Clause 582 [Right to inspect register etc]:

My Lords, we have now debated this new offence a number of times, and these discussions have been helpful in achieving a clearer common understanding about the purpose and effect of these provisions. The Government attach importance to this offence. Reliable audit reports are an essential assurance for the proper...

My Lords, we have now debated this new offence a number of times, and these discussions have been helpful in achieving a clearer common understanding about the purpose and effect of these provisions. The Government attach importance to this offence. Reliable audit reports are an essential assurance for the proper...