Company Law Reform Bill [HL]

moved Amendment No. A204AA:"Page 461, line 23, at end insert—" (1)   This paragraph applies to a document or information to be sent or supplied to a person— (a)   as a member of the company, or (b)   as a person identified by a member (in accordance with the company’s articles or regulations made under section 137) as entitled to enjoy or exercise all or any specified rights of the member in relation to the company (an ““entitled person””). (2)   To the extent that— (a)   the members of the company have resolved that the company may send or supply documents or information to members in electronic form, or (b)   the company’s articles contain provision to that effect, a member of the company or entitled person in relation to whom the following conditions are met is taken to have agreed that the company may send or supply documents or information to him in that manner. (3)   The conditions are that the member or entitled person— (a)   has been asked individually by the company to agree that the company may send or supply documents or information generally, or the documents or information in question, to him in electronic form, and (b)   failed to respond within the period of 28 days beginning with the date on which the company’s request was sent. (4)   A member or entitled person is not taken to have so agreed if the company’s request— (a)   did not state clearly what the effect of a failure to respond would be, or (b)   was sent less than twelve months after a previous request made to him for the purposes of this paragraph in respect of the same or a similar class of documents or information. (5)   A resolution under this paragraph is subject to Chapter 3 of Part 3 of this Act (resolutions affecting company’s constitution). (1)   This paragraph applies to a document or information to be sent or supplied to a person as holder of a company’s debentures. (2)   To the extent that the relevant debenture holders have duly resolved that the company may send or supply documents or information to them in electronic form, a debenture holder in relation to whom the following conditions are met is taken to have agreed that the company may send or supply documents or information to him in that manner. (3)   The conditions are that the debenture holder— (a)   has been asked individually by the company to agree that the company may send or supply documents or information generally, or the documents or information in question, to him in electronic form, and (b)   failed to respond within the period of 28 days beginning with the date on which the company’s request was sent. (4)   A person is not taken to have so agreed if the company’s request— (a)   did not state clearly what the effect of a failure to respond would be, or (b)   was sent less than twelve months after a previous request made to him for the purposes of this paragraph in respect of the same or a similar class of documents or information. (5)   For the purposes of this paragraph— (a)   the relevant debenture holders are the holders of debentures of the company ranking pari passu for all purposes with the intended recipient, and (b)   a resolution of the relevant debenture holders is duly passed if they agree in accordance with the provisions of the instruments creating the debentures.”” The noble Lord said: Amendments Nos. A204AA and A204BA concern Schedule 5. Paragraph 6(1)(b) in Part 3 of both Schedules 5 and 6 cross-refer to deemed agreement to the use of electronic communications elsewhere ““in the Companies Acts””. It would be much clearer if the conditions on which members may be deemed to have agreed to use and accept electronic communications could be set out explicitly in the relevant parts. The Government have adopted this approach in relation to the conditions for deemed agreement being given by the members for the use of a website for communications as set out in Part 4 of Schedule 5 in paragraphs 10 and 11. The drafting in these amendments is lifted from those paragraphs and has been adapted for documents and information sent ““in electronic form”” as opposed to by publication on a website. These amendments have been tabled in the interests of clarity, I beg to move.