Company Law Reform Bill [HL]

This clause provides that recognised supervisory bodies, their officers, employees, and members of their governing body, will be exempt from liability for damages arising from the discharge or claimed discharge of their supervisory functions. The clause is a restatement of Section 48 of the 1989 Act and bodies have been acting within that liability framework without issue. The institute and the noble Baroness argued that many functions of the supervisory bodies are exercised by committees and members who may not be members of the governing body but nonetheless are acting under the delegated authority of the body. We consider it right and proper that the exemption applies when the body as a whole or its officers, members or employees are acting in accordance with the framework of obligations which supervisory bodies are subject to pursuant to Part 33. However, we do not consider it appropriate or necessary to widen the scope further to include any person delegated by the bodies. We have received no representations that there have been occasions where a person, operating under the delegated authority of a supervisory body, has been sued, or indeed, that such a person has declined to act on behalf of a supervisory body for this reason. There is therefore no evidence to support a change to legislation.