Company Law Reform Bill [HL]

moved Amendment No. 141:"Page 65, leave out line 11." The noble Lord said: I agree that shadow directors should generally be considered to be directors—we are not arguing against that proposition—and, therefore, have like duties obligations and responsibilities. However, this probing amendment seeks an explanation for why shadow directors should also be treated as officers. All directors are officers, but not all officers are directors. There may be a very simple explanation but I would appreciate hearing it. We think that an obligation on a shadow director to compile the register of directors is somewhat illogical, especially as directors have an obligation to compile the register of directors, including shadow directors. That is covered in Clause 151. I shall also speak to Amendments Nos. 146 and 147. Amendment No. 146 poses the question why a shadow director should also be treated as an officer. Amendment No. 147 raises a different, although related, point. Although I agree that shadow directors should be on the register of directors, I do not think that compilation of the register should be an obligation on the part of shadow directors. I am also concerned about the severity of the obligation on directors, hence the amendment. It strikes a reasonable balance to what is otherwise a strict obligation on the part of directors, a breach of which is a criminal offence under Clause 146(5). I beg to move.