Company Law Reform Bill [HL]

moved Amendment No. A197A:"Page 350, line 21, at end insert—" ““(   )   For the purpose of section 730(2)(a), ““manager”” means a person other than a director or secretary, whether or not employed by the company who, under the immediate authority of a director or secretary of the company is charged with the exercise of managerial functions which include the function in relation to which there has been a default or (in relation to offences relating to the maintenance, filing or distribution of accounts and records) is responsible for maintaining the accounts or other records of the company in question.”” The noble Lord said: This amendment is concerned with the liability of an officer in default. This issue has been raised with us by lawyers at Travers Smith. Given the drafting of Clause 730(2)(a) we envisage considerable uncertainty as to who may be deemed to be a manager for the purposes of Part 27. We accept that this expression is used in existing provisions but, given the fundamental significance of this definition for offences that apply throughout the Companies Act, and the opportunity for reforming and clarifying that exists now, we argue that it would be worth while attempting to define the term ““manager””. I understand that attempts were made earlier in the consultation process to come up with a definition, but those attempts were abandoned. The definition suggested in this amendment is in substantially the same form as that put forward by the Company Law Review in paragraph 15.46 its final report in July 2001, which was based on Section 119(1) of the Building Societies Act 1986. I hope that this will be another opportunity to achieve greater clarity and comprehensibility for officers of a company going forward that the Government will not let slip through their fingers. In that spirit, I beg to move.