Company Law Reform Bill [HL]

moved Amendment No. 72:"Page 67, line 4, leave out ““authenticated””" The noble Lord said: My Lords, earlier concerns were raised about the duty placed on directors to avoid conflicts of interest. In fact, the Bill relaxes the strict duty in some significant ways. Authorisation is no longer needed for conflicts of interest arising in relation to transactions or arrangements with the company. In moving Amendment No. 72, I shall speak also to Amendment No. 76. Clause 150 imposes a duty to notify the registrar of the appointment of a director. That notification must include the director’s consent to act in that capacity. Amendment No. 72 removes the express reference to that consent being authenticated by the director concerned because the authentication of the document sent to the registrar is, under the Bill, to be a matter for the registrar to specify under Clause 689 which permits the registrar to require documents sent to her to be authenticated by particular persons and to specify the means of that authentication. The amendment brings the clause into line with the approach found in Clauses 13(3) and 255(2) of the Bill. For those reasons, the requirement for authentication in this clause is otiose. Therefore, Amendment No. 72 removes it. The purpose of Amendment No. 74 is also to achieve a consistent approach throughout the Bill. Elsewhere in the Bill, the view has been taken that it is not necessary to state expressly that the provisions of the Bill have effect, notwithstanding anything in the company’s articles. It is considered unnecessary to say that in terms, as the articles may not override the requirements set out in the Bill. Therefore, Amendment No. 76 removes those words from Clause 152. I hope noble Lords agree that these two amendments improve the drafting of the Bill. I beg to move. On Question, amendment agreed to.