Company Law Reform Bill

moved Amendment No. 229:"Page 99, line 18, after ““force”” insert ““in relation to an individual’s usual residential address””" The noble Lord said: In moving Amendment No. 229, I shall speak also to Amendments Nos. 232, 233, 234, 235, 236 and speak in opposition to the Motion of whether Clause 225 should stand part of the Bill. It may be helpful if I first explain why the Bill replaces the current confidentiality order regime with one based on non-disclosure certificates. The crucial difference between the two regimes is that the existing regime is discretionary: all directors’ home addresses are on the public record except for those who show they are at serious risk of violence or intimidation. Under the new regime, any director will be able to have his, or her, home address kept off the public record. The existing scheme works well—there are more than 8,000 individuals with confidentiality orders—but it is not possible always to predict who will be at risk before it is too late. Furthermore, a discretionary scheme is likely to make it difficult for companies in sensitive sectors to recruit experienced directors from less controversial companies as their addresses will already be on the public record. And it is possible that the requirement for their home address to be made public may deter some from accepting appointment. The Government have therefore accepted the recommendation of the Company Law Review that all directors be given the option of: either, as now, providing only their home address for the public record; or providing both a service address and their home address, with the service address being on the public record and the home address being on a separate register to which access would be restricted. There are three pre-requisites for the new scheme. First, that a serving director’s current home address is available to the enforcement authorities, and secondly, that the address on the public record is an effective service address for a serving director. This means that, while there will be no discretion in the granting of non-disclosure certificates, it will be possible to revoke a certificate if the current home address is not provided or if the service address is not effective. Following revocation, the home address will be placed on the public record. The third pre-requisite is that there is a system whereby for each director it is easy to discover what other directorships he holds or has held. To this end, the Bill includes a power, in Clause 694, to give ““unique identifiers”” to directors. Under the Bill, by contrast to the current confidentiality order regime, a director can have a different service address for each directorship. A director with a non-disclosure certificate will have to notify each company of the service address for that directorship, together with the protected address, his unique identifier and the country or state or part of the UK in which he is usually resident. The company will then omit the protected address from both its register of directors and from its notification of the director’s particulars to the registrar. I turn now to the individual amendments. Amendments Nos. 229 and 232 simply ensure that there is no ambiguity in Clauses 218 and 222 respectively. The former makes clear that the company has no obligations to the holder of a non-disclosure certificate unless the certificate relates to the holder’s current usual residential address. The latter is more in the nature of a technical correction. Amendment No. 233 retains the requirement in Clause 222 that the holder of a non-disclosure certificate notifies not only every company of which he or she is a director, but the registrar of any change to his or her address. But it makes the obligation to notify the registrar apply only when the person is a serving director. Clause 223 provides power for the registrar to revoke a non-disclosure certificate. It requires the registrar to give advance notice of the proposed revocation and to take account of any representations that she receives. Amendment No. 234 requires the registrar to send the advance notice not only to the holder of the non-disclosure certificate but also to every company of which, according to the notifications to the registrar, the holder is a director. This will be a safeguard against inappropriate revocations. Clause 224 provides that, where a non-disclosure certificate is revoked, the registrar must put what used to be the protected address on the public record and inform the holder’s company, or companies. Amendments Nos. 235 and 236 ensure that this applies only in respect of current, notified directorships. Clause 225 provides that in certain circumstances a non-disclosure certificate will cease to have effect. In those circumstances, the residential address information related to the certificate will be removed from the registrar’s records. We think that it is more appropriate for the registrar to retain that information indefinitely, as she does all other information. It will, of course, continue to be protected unless the non-disclosure certificate is revoked. For this reason, we oppose Clause 225 standing part of the Bill. I beg to move.