Company Law Reform Bill [HL]

My Lords, as the noble Baroness has said, this is the first of a number of amendments relating to the restrictions on forward disclosure of information obtained by the Financial Reporting Review Panel under its statutory powers. A parallel amendment relates to Part 22 and information held by the Takeover Panel. Before addressing the particular amendments tabled by the Opposition, it might be helpful if I made a general point about the FRRP’s operations. The panel’s operating procedures require it to treat all information received from companies as if it had been received following the exercise of its statutory power. The panel would want to rely on its statutory power to require information only in the rare circumstances where a request for information to be provided voluntarily was not met. Clause 443 concerns restrictions on the disclosure of information obtained under the panel’s compulsory powers. It allows for onward disclosure to be made through gateways specified in Clause 444, but otherwise makes onward disclosure of information about the ““private”” affairs of an individual or about any particular business subject to the consent of the individual or business concerned unless the information is available to the public from another source. Amendment No. 271 would extend the restriction on the forward disclosure of information relating to the private affairs of an individual to include information about that individual’s business affairs. However, the business affairs of the individual are already subject to the restriction in subsection (1) because it covers information relating to a business. This would include any business, whether it is a company, a partnership or run by an individual as a sole proprietor. We do not, therefore, see the need for the amendment. Furthermore, if the amendment were accepted, in cases where information related to the business affairs of both the individual and the business, separate consent would be required. That seems unnecessary. It should be for the individual to exercise consent where the information relates to his private affairs. Similarly, it should be for the business to consider the necessary consent where the information relates to the business. There are some differences between the gateways provisions as they apply in relation to the Takeover Panel. For instance, those provisions apply irrespective of whether the panel obtained the information under its compulsory powers or otherwise. Nevertheless, I consider that the arguments rehearsed above apply equally in relation to the effect on Clause 630 of the parallel amendment proposed to the disclosure provisions concerning the panel. Specifically in response to the question put by the noble Baroness on what the term ““private affairs”” means, in this context I think that it means non-business matters. As she says, we do not have a specific definition, but an example of what perhaps might be private in this context would be matters under inquiry such as information relating to an individual’s remuneration, share options or related party transactions which fall to be disclosed within accounts in accordance with reporting standards. That could be information which came before the Financial Reporting Review Panel. So I think that the distinction between private and business is that private matters are those which are non-business. I hope that that deals with the point made by the noble Baroness. If not, she may wish to look at the record. Obviously, I shall do so as well, and will follow up this response in writing if I have not dealt with it in sufficient detail.