Company Law Reform Bill [HL]

moved Amendment No. 317C:"Page 234, line 10, after ““resolution”” insert ““given under subsection (3)(a)””" The noble Baroness said: The general rule in Clause 493(1) about naming the auditor and senior statutory auditor need not be followed if the company resolves that the names should not be given under subsection (3). Paragraph (b) of subsection (3) requires ““notice of the resolution”” to be given to the Secretary of State. When the Bill uses ““notice”” in relation to resolutions elsewhere—in Part 13, for example, which deals with resolutions and meetings—the word means something like advance notification. But it seems to have a different meaning in Clause 493, rather more like ex post notification, as it is clear that the Secretary of State is told after a resolution is passed. When we get to subsection (4), which refers to the content of the ““notice of the resolution””, it is not clear whether it refers to the ex ante notification of the fact that a resolution is to be proposed under subsection (3)(a) or the ex post notification to the Secretary of State that it has been passed, as required by paragraph (b). Amendment No. 317C seeks to make it clear that it is the latter in paragraph (b) and not the former. Since the ““notice of the resolution”” in subsection (4) has to contain the name of the audit firm and the senior statutory auditor, it is rather important that we are not talking about a notice that would be on the public record. Will the Minister also confirm that the reference to   a resolution in paragraph (a) is to a resolution passed by the board of directors? On the previous amendment, the Minister seemed to refer to a resolution by the company. Clearly if it is a resolution by the company, there will be an issue of the notice of the resolution being specific and on the public record, which causes a particular problem. I am therefore seeking clarification of how notice is used in this clause and of what kind of resolution needs to be passed by the company, which has an important knock-on effect. I beg to move.