Company Law Reform Bill [HL]

Perhaps I may be allowed to intervene. I am somewhat in the state of one of the participants in that noted musical ““Evita””. Someone referred to Evita in a nasty term, and an admiral said, ““Yes, they still call me an admiral but I left the sea many years ago””. I declare an interest as I am very proud to be a qualified member of the Institute of Chartered Accountants of Scotland, which briefed me on the amendment of the noble Baroness, Lady Goudie. I note that the Government have used the word ““recklessly”” in this clause, and I warn the Minister and the noble Lord, Lord McKenzie, that I shall have something to say on a later government amendment. In relation to the amendment, I have been tempted to have a look at the Unfair Contract Terms Act 1977. I declare another interest in that I was one of the people who put that Act through your Lordships’ House. If the Minister and his advisers look at column 442 of volume 383 of the Official Report, they will find a very interesting reference to ““recklessness”” by the late Lord Jacques, who was steering that legislation through the House. The definition of ““reckless”” in that Act certainly seems to bear out everything that my noble friend Lady Noakes has said. It definitely left an air of uncertainty. In case the Minister thinks that 1977 is going back a bit too far, it is referred to extensively in the Bill. I should be interested to learn of any cases in law that refer to recklessness and the duty of care of an auditor. I defer to my noble friend Lady Noakes and the noble Lord, Lord Sharman—let alone the noble Baroness, Lady Goudie—but I am interested in the relative standards of duty of care of an auditor. The noble Lord, Lord Sharman, pointed out that, in providing separate figures for tax, there can be a confusion between two non-accountants—perhaps non-auditors and lawyers, too—about the effective declaration made by the auditor. I ask the Minister to look very carefully at what ““reckless”” is—it is in the Bill under his name. The amendment proposed by my noble friend Lady Noakes and the noble Baroness, Lady Goudie, meets my concerns as someone viewing this matter as an auditor from the outside.