Company Law Reform Bill [HL]

moved Amendment No. 275:"Page 208, line 29, leave out ““sufficiently important”” and insert ““necessary and proportionate””" The noble Baroness said: In moving Amendment No. 275 I shall also speak to the other three amendments in this group. As with the earlier groups, these amendments deal with both the FRRP in Part 15 and the Takeover Panel in Part 22, and they are in similar form. Under Clause 444 the FRRP may disclose information to an overseas body, but subsection (6) requires the FRRP to have regard to whether the likely use made by the overseas of the body is ““sufficiently important”” to justify making the disclosure. Amendment No. 275 replaces the words ““sufficiently important”” with ““necessary and proportionate””. Amendment No. 460 does the same thing with regard to the Takeover Panel’s disclosures. The words ““necessary and proportionate”” have the immense virtue of creating equivalence and read-across to the Human Rights Act and the Data Protection Act, Acts of which we know the Government are inordinately proud. Those words are now a part of our law, and we feel it is important to have common tests applying to substantially similar situations where we are dealing with the rights of individuals potentially being removed, in this case in relation to confidential information. Furthermore, I understand that the word ““necessary”” would offer additional safeguards for individuals or businesses, because they would then have the option of applying for judicial review of any disclosures of information that would be made. I have put Amendments Nos. 276 and 461 with this group for the convenience of the House, though they are on a rather different point. When the FRRP considers disclosure to an overseas authority, it also has to consider whether the overseas body has adequate arrangements to prevent further improper disclosure. Amendment No. 276 adds the words ““and effective””. Amendment No. 461 seeks to achieve the same effect with a similar provision in Schedule 2 for the Takeover Panel. In our view the FRRP or the Takeover Panel should go beyond adequacy and focus on effectiveness. For example, the procedures may appear adequate on paper, but the way in which they are interpreted or operated may fall far short of the standards we regard as important. There is no point in pretending that bribery and corruption do not feature in the practical way of life in several important countries. It is important to look beyond the mere adequacy of the paper arrangements and consider how things work in practice. I beg to move.