Company Law Reform Bill

moved Amendment No. 223A:"Page 95, line 25, at end insert—" ““(   )   This section does not apply to a provision made by a company (““Company A””) in respect of a director of an associated company of Company A— (a)   if the associated company is a wholly owned subsidiary of Company A, or (b)   to the extent that the associated company is acting or, otherwise than in bad faith, purporting to act as a trustee of an occupational pension scheme.”” The noble Lord said: Amendment No. 223A is important, and it reflects a serious concern by the CBI relating again to Clause 210. It seeks to meet the concerns that Clause 210—which restates Section 309A of the Companies Act 1985, as inserted by the Companies (Audit, Investigations and Community Enterprise) Act 2004—goes too far in preventing parent companies from indemnifying directors of their subsidiary companies and, in particular, preventing companies from indemnifying the directors of corporate trustees of their occupational pension schemes. Many of my noble friends on this side, and perhaps on the other side of the Committee, serve as trustees and therefore as directors of company pension schemes. The problem is particularly acute given the limited protection afforded to such employee directors by the directors and officers’ liability insurance policies currently available. The proposed amendment would protect employee directors of subsidiary companies and would aid recruitment of and provide appropriate protection for pension trustees, including retiree and employee nominated directors. I beg to move.