UK Parliament / Open data

Company Law Reform Bill [HL]

Debate on bills and Committee proceeding on Tuesday, 7 March 2006, in the House of Lords.
Company Law Reform Bill (HL). Lords Committee stage seventh day. Grand Committee off the floor of the House (Moses room). Clauses 400-473 agreed to, clauses 400,409,410,415,417,420-422,426-431,451,454,457,459,468 and 473 as amended. Clause 474 negatived. Clauses 475-6 agreed to. Clause 477 negatived. Clauses 478-491 agreed to, clauses 481 and 489 as amended. New clauses considered.
Type
Parliamentary proceeding
Reference
679 c263-324GC 
Session
2005-06
Legislative stage
Committee stage
Procedure
New clauses
Chamber / Committee
House of Lords Grand Committee
Proceeding contributions
Viscount Allenby of Megiddo | 679 c263GC (Link to this contribution) I need to remind the Committee that, if a Division is called in the Chamber while we are sitting, we...
Baroness Noakes | 679 c266-7GC (Link to this contribution) I am grateful for the Minister’s comprehensive reply, which I will study carefully in Hansard. I not...

Show all contributions (150)
Lord McKenzie of Luton | 679 c269GC (Link to this contribution) The new clause proposed by this amendment would significantly extend the amount of information a quo...
Lord McKenzie of Luton | 679 c277GC (Link to this contribution) moved Amendments Nos. 315ZAE to 315ZAH:"Page 193, line 27, leave out from ““period”” to ““which”” in...
Lord McKenzie of Luton | 679 c297GC (Link to this contribution) We are trying to provide in the legislation for a range of circumstances, and it is difficult to for...
Lord McKenzie of Luton | 679 c290-1GC (Link to this contribution) I start by thanking my noble friend Lord Borrie for focusing on what is, rightly, an important and s...
Lord Sainsbury of Turville | 679 c315-6GC (Link to this contribution) moved Amendment No. 316ZA:"Page 228, line 34, leave out paragraph (b)." The noble Lord said: This i...
Lord Sainsbury of Turville | 679 c307-8GC (Link to this contribution) moved Amendment No. 315EA:"Page 222, line 28, after ““96”” insert ““, or an order under section 144,...
Lord McKenzie of Luton | 679 c263-4GC (Link to this contribution) moved Amendment No. 310ZB:"Page 183, line 10, leave out paragraphs (a) and (b) and insert ““21 days ...
Baroness Noakes | 679 c269-70GC (Link to this contribution) Before the noble Baroness decides what to do with her amendment, I suggest to the Minister that his ...
Lord McKenzie of Luton | 679 c272-3GC (Link to this contribution) As recommended by the Company Law Review, Clauses 406 and 407 introduce new requirements on quoted c...
Baroness Murphy | 679 c270GC (Link to this contribution) I thank the Minister for that reply. I also thank the noble Baroness, Lady Noakes, for her helpful r...
Baroness Noakes | 679 c268-9GC (Link to this contribution) I have added my name to this amendment because I also believe that it is best practice for corporate...
Lord Hodgson of Astley Abbotts | 679 c283GC (Link to this contribution) It is customary in this House to say that one is grateful for the Minister’s response. I must say th...
Lord McKenzie of Luton | 679 c283GC (Link to this contribution) I am sorry that the noble Lord interprets my response in that way. We were trying to acknowledge tha...
Lord McKenzie of Luton | 679 c286GC (Link to this contribution) moved Amendments Nos. 315ZAM and 315ZAN:"Page 196, line 39, leave out subsection (1) and insert—" ...
Lord McKenzie of Luton | 679 c285-6GC (Link to this contribution) moved Amendment No. 315ZAL:"Page 196, line 36, at end insert—" ““(   )   In this section the ““rel...
Lord McKenzie of Luton | 679 c285GC (Link to this contribution) moved Amendment No. 315ZAK:"Page 194, line 29, after ““and”” insert ““any””" On Question, amendment...
Baroness Noakes | 679 c287GC (Link to this contribution) It is normally ten. We will take 15 if you like.
Lord Haskel | 679 c287GC (Link to this contribution) I was told that it was going to be extended to 15. Let us say 10 minutes, and then we will see if ev...
Lord Clinton-Davis | 679 c289GC (Link to this contribution) My noble friend Lord Borrie has presented a powerful prima facie case. As he concedes, there may be ...
Lord McKenzie of Luton | 679 c274GC (Link to this contribution) Shareholders or debenture holders in unquoted and quoted companies are entitled under Clauses 409 an...
Baroness Noakes | 679 c273-4GC (Link to this contribution) moved Amendment No. 312C:"Page 188, line 4, at end insert—" ““(   )   A demand for the purposes of...
Baroness Noakes | 679 c273GC (Link to this contribution) I am slightly disappointed with the Minister’s response. We tabled the amendment following some comm...
Baroness Noakes | 679 c276GC (Link to this contribution) moved Amendment No. 315ZA:"Page 193, line 5, at end insert ““, and" (   )   for a quoted company, ...
Baroness Noakes | 679 c275GC (Link to this contribution) moved Amendment No. 312D:"Page 188, line 8, at end insert ““of receipt by the company””" On Questio...
Baroness Noakes | 679 c274-5GC (Link to this contribution) I am tempted to say that half a loaf is better than none, and I will quickly bank with gratitude Ame...
Lord McKenzie of Luton | 679 c281-3GC (Link to this contribution) I thank the noble Lord, Lord Hodgson, for the detailed way in which he introduced and took us throug...
Lord Hodgson of Astley Abbotts | 679 c280-1GC (Link to this contribution) When the Division started I was in the process of excising—or encouraging the Government to excise—C...
Viscount Allenby of Megiddo | 679 c280GC (Link to this contribution) I am sorry to interrupt. A Division is called. We will reconvene 10 minutes from now at 4.48 pm. [T...
Baroness Noakes | 679 c307GC (Link to this contribution) I have listened carefully to the Minister’s response to these amendments and I thank him for his rep...
Lord Sainsbury of Turville | 679 c307GC (Link to this contribution) Perhaps I may say a little more on that. Profit-making bodies that will be covered by this legislati...
Baroness Noakes | 679 c304-5GC (Link to this contribution) moved Amendment No. 315E:"Page 222, line 23, after ““if”” insert ““the Secretary of State considers ...
Lord Sainsbury of Turville | 679 c304GC (Link to this contribution) moved Amendment No. 315DCA:"Page 217, line 36, leave out from ““(2)”” to end of line 37 and insert “...
Lord Sainsbury of Turville | 679 c304GC (Link to this contribution) moved Amendment No. 315DZA:"Page 216, line 36, leave out from ““(2)”” to end of line 37 and insert “...
Lord McKenzie of Luton | 679 c299GC (Link to this contribution) moved Amendment No. 315BA:"Page 213, leave out lines 3 to 5." The noble Lord said: In moving Amendm...
Lord Sharman | 679 c300GC (Link to this contribution) The noble Baroness was generous enough to refer to the original recommendation made in my report whi...
Lord McKenzie of Luton | 679 c298GC (Link to this contribution) As has been explained, Amendment No. 315B would make any order made under Clause 440 subject to the ...
Baroness Noakes | 679 c297-8GC (Link to this contribution) moved Amendment No. 315B:"Page 206, line 35, leave out ““negative”” and insert ““affirmative””" The...
Baroness Noakes | 679 c297GC (Link to this contribution) I will consider the response carefully, but I have to say that I am not entirely satisfied at this s...
Baroness Noakes | 679 c293-4GC (Link to this contribution) moved Amendment No. 315ZB:"Page 205, line 17, leave out paragraph (d)." The noble Baroness said: In...
Lord McKenzie of Luton | 679 c296GC (Link to this contribution) Amendment No. 315B would make any order under Clause 440 subject to affirmative rather than negative...
Baroness Noakes | 679 c295GC (Link to this contribution) I thank the Minister for that response. I am glad that he will take away the issue and the relations...
Lord Borrie | 679 c291GC (Link to this contribution) I am most grateful to all those who have spoken in this debate. My noble friend Lord Clinton-Davis e...
Lord Borrie | 679 c291-2GC (Link to this contribution) I am grateful for that intervention and I understand better the point that the noble Lord, Lord Hodg...
Lord McKenzie of Luton | 679 c292-3GC (Link to this contribution) moved Amendments Nos. 315ZAT to 315ZAV:"Page 198, line 32, after ““with”” insert ““in relation to a ...
Lord Sharman | 679 c289-90GC (Link to this contribution) Could I just finish? The noble Lord stopped me in mid-flow. When they are using the veil of corporat...
Lord McKenzie of Luton | 679 c323GC (Link to this contribution) The noble Baroness will forgive me. I did not mean to convey that impression in my response. I did c...
Baroness Noakes | 679 c321GC (Link to this contribution) I thank the Minister for saying that he will take this away and look at it again. I hope that his of...
Baroness Noakes | 679 c320GC (Link to this contribution) Let me say that I am not seeking to lessen the responsibilities of auditors; I seek to make clear wh...
Baroness Noakes | 679 c318-9GC (Link to this contribution) I thank the Minister for his reply and I certainly thank him for agreeing to consider the alignment ...
Lord McKenzie of Luton | 679 c317-8GC (Link to this contribution) Clause 486 restates the duties of auditors, which are currently set out in Section 237 of the Compan...
Lord McKenzie of Luton | 679 c318GC (Link to this contribution) I apologise to my noble friend for giving the reply before we had received all the comments on the a...
Baroness Noakes | 679 c315GC (Link to this contribution) I thank the noble Lord, Lord Sharman, for his support. We see little benefit in the clause. A proper...
Lord Sharman | 679 c315GC (Link to this contribution) The important issue is that the responsibilities and duties of the auditors are defined by statute. ...
Baroness Noakes | 679 c312-3GC (Link to this contribution) moved Amendment No. 316:"Page 227, line 34, leave out ““negative”” and insert ““affirmative””" The ...
Lord Sainsbury of Turville | 679 c311GC (Link to this contribution) moved Amendment No. 315H:"Page 225, line 1, leave out paragraph (c) and insert—" ““(   )   the dee...
Lord Sharman | 679 c313GC (Link to this contribution) I support this amendment. It is particularly unfortunate that the Attorney-General has left us.
Lord Sharman | 679 c310GC (Link to this contribution) I thank the Minister for that helpful reply. I beg leave to withdraw the amendment. Amendment, by l...
Lord Sainsbury of Turville | 679 c310GC (Link to this contribution) This is another amendment seeking to clarify the process of appointing auditors for private companie...
Lord Sainsbury of Turville | 679 c308-9GC (Link to this contribution) Chapter 2 of Part 16 restates the procedures for appointing auditors. It introduces a few minor chan...
Lord Sharman | 679 c309GC (Link to this contribution) moved Amendment No. 315FB:"Page 223, line 30, after ““company”” insert ““for a given financial year”...
Lord Sharman | 679 c310GC (Link to this contribution) moved Amendment No. 315FC:"Page 224, line 8, at end insert ““, or" (   )   in accordance with sect...
Lord Sainsbury of Turville | 679 c324GC (Link to this contribution) I think this may be a convenient moment for the Committee to adjourn until next Tuesday at 3.30 pm.
Baroness Noakes | 679 c323-4GC (Link to this contribution) moved Amendment No. 317B:"Page 233, line 17, at end insert—" ““(   )   where the auditor is an Aud...
Lord McKenzie of Luton | 679 c264GC (Link to this contribution) moved Amendments Nos. 310ZC to 310ZE:"Page 183, line 16, leave out from second ““the”” to end of lin...
Lord McKenzie of Luton | 679 c270GC (Link to this contribution) Obviously the proposed new clause is concerned with specific provisions regarding websites and what ...
Baroness Noakes | 679 c271-2GC (Link to this contribution) moved Amendment No. 312B:"Page 187, line 36, after ““wholly”” insert ““or mainly””" The noble Baron...
Lord McKenzie of Luton | 679 c271GC (Link to this contribution) I am grateful to the noble Baroness, Lady Noakes, for raising this important point. We recognise tha...
Baroness Noakes | 679 c271GC (Link to this contribution) I thank the Minister hugely for that. I am glad to see that the Government are listening on this poi...
Baroness Noakes | 679 c264-5GC (Link to this contribution) moved Amendment No. 310A:"Page 185, line 2, leave out subsection (5)." The noble Baroness said: Aft...
Lord McKenzie of Luton | 679 c265-6GC (Link to this contribution) I am grateful to be able to clarify the intention behind what may appear to be a rather curious prop...
Lord Hodgson of Astley Abbotts | 679 c284GC (Link to this contribution) To be honest, when a Minister gets to the Dispatch Box and says, ““Yes, this is very important and w...
Lord McKenzie of Luton | 679 c286GC (Link to this contribution) moved Amendment No. 315ZAO:"Page 197, line 28, leave out from ““accounts”” to end of line 31." On Q...
Lord McKenzie of Luton | 679 c286GC (Link to this contribution) moved Amendments Nos. 315ZAP and 315ZAQ:"Page 198, line 7, after ““with”” insert ““in relation to a ...
Lord Haskel | 679 c287GC (Link to this contribution) There is a Division in the Chamber. The Committee stands adjourned for 15 minutes, and then we will ...
Lord McKenzie of Luton | 679 c275GC (Link to this contribution) moved Amendment No. 312I:"Page 191, line 36, leave out paragraph (b)." The noble Lord said: I shall...
Lord McKenzie of Luton | 679 c275GC (Link to this contribution) moved Amendments Nos. 312G and 312H:"Page 191, line 7, leave out from first ““the”” to end of line 8...
Baroness Noakes | 679 c276-7GC (Link to this contribution) I thank the Minister for that, but he did not answer my question on how the transparency directive w...
Lord Hodgson of Astley Abbotts | 679 c277-80GC (Link to this contribution) moved Amendment No. 315ZAI:"Page 194, line 15, leave out second ““accountant’s”” and insert ““indepe...
Baroness Noakes | 679 c307GC (Link to this contribution) The Minister did not answer the question that I asked him about which bodies would be expected to be...
Lord Sainsbury of Turville | 679 c305-7GC (Link to this contribution) Perhaps I may say first that subsection (3) of this clause explains that ““non-profit-making”” has t...
Baroness Noakes | 679 c304GC (Link to this contribution) I thank the Minister for the glimmer of hope in his response. My concern is that neither the Treasur...
Lord Sainsbury of Turville | 679 c303GC (Link to this contribution) I am not certain whether I will give a favourable response, or whether the noble Lord’s blood pressu...
Lord Hodgson of Astley Abbotts | 679 c303GC (Link to this contribution) Briefly, I support my noble friend. In an earlier incarnation, I was much involved with the Securiti...
Lord Sainsbury of Turville | 679 c300-1GC (Link to this contribution) Chapter 1 of Part 16 deals with the requirement for audited accounts, and this first group of amendm...
Baroness Noakes | 679 c302-3GC (Link to this contribution) moved Amendment No. 315D:"Page 215, line 7, at end insert ““and is also authorised to hold client in...
Baroness Noakes | 679 c299-300GC (Link to this contribution) moved Amendment No. 315C:"Page 213, line 29, leave out paragraph (b)." The noble Baroness said: We ...
Baroness Noakes | 679 c297GC (Link to this contribution) I thank the Minister for that reply, which I will consider carefully. What I would put back to him i...
Baroness Noakes | 679 c296GC (Link to this contribution) Perhaps I might suggest to the noble Lord that he is answering the next amendment. We will come to A...
Baroness Noakes | 679 c296GC (Link to this contribution) moved Amendment No. 315A:"Page 206, line 31, leave out paragraph (c)." The noble Baroness said: Ame...
Lord McKenzie of Luton | 679 c294-5GC (Link to this contribution) The amendments concern the powers of the Financial Reporting and Review Panel to obtain and make use...
Lord Hodgson of Astley Abbotts | 679 c291GC (Link to this contribution) As the noble Lord said himself, a few strikings off would spread the word and that practice would st...
Lord Clinton-Davis | 679 c292GC (Link to this contribution) In the amendment, the words, ““may send””, are used. Proposed subsection (3) states that he,"““may p...
Lord Borrie | 679 c292GC (Link to this contribution) I am grateful to my noble friend. That enables me to emphasise that point to Members of the Committe...
Lord Sharman | 679 c289GC (Link to this contribution) I, too, support the principles behind the amendment, and I will repeat what the noble Lord, Lord Hod...
Lord McKenzie of Luton | 679 c322GC (Link to this contribution) Clause 491 tells auditors who should sign the audit report. Where the auditor is an individual, he s...
Baroness Noakes | 679 c322-3GC (Link to this contribution) I thank the Minister for that reply. I think the Institute of Charted Accountants will be unhappy wi...
Lord McKenzie of Luton | 679 c321GC (Link to this contribution) moved Amendment No. 317AA:"Page 232, line 39, at end insert ““(in Scotland, an interdict or an order...
Baroness Noakes | 679 c321-2GC (Link to this contribution) moved Amendment No. 317AB:"Page 233, line 17, at end insert ““in his own name, for and on behalf of ...
Lord McKenzie of Luton | 679 c320-1GC (Link to this contribution) I understand the strength of view that has been expressed by those who obviously have a detailed inv...
Baroness Goudie | 679 c320GC (Link to this contribution) I agree with all that has been said by the noble Baroness and the noble Lord. I too have tried to sa...
Lord McKenzie of Luton | 679 c319GC (Link to this contribution) We are not changing the rules on this. We have agreed to look at the alignment of the terminology. I...
Lord Sainsbury of Turville | 679 c311-2GC (Link to this contribution) moved Amendment No. 315J:"After Clause 474, insert the following new clause—" ““PREVENTION BY MEMB...
Lord Sainsbury of Turville | 679 c311GC (Link to this contribution) moved Amendment No. 315I:"Page 225, line 2, at end insert—" ““(   )   the members have resolved th...
Baroness Noakes | 679 c314-5GC (Link to this contribution) I thank the Minister for that response, but I find the Government’s position rather unsatisfactory. ...
Lord Sharman | 679 c313GC (Link to this contribution) Oh, he is still here. I am sorry. I wanted to be rude about lawyers again, given that the noble and ...
Lord Sainsbury of Turville | 679 c310-1GC (Link to this contribution) moved Amendment No. 315G:"Page 224, line 39, leave out from beginning to ““unless”” in line 40 and i...
Lord Sharman | 679 c310GC (Link to this contribution) I am grateful for the Minister’s explanation of the Government’s position on that. I shall look at i...
Baroness Noakes | 679 c324GC (Link to this contribution) I thank the Minister for his response. I shall consider it carefully. In view of the time, I beg lea...
Lord McKenzie of Luton | 679 c324GC (Link to this contribution) Clause 491 tells auditors who should sign the audit report. Where the auditor is an individual he si...
Baroness Noakes | 679 c323GC (Link to this contribution) We will probably have to agree to differ for today. I will consider whether we need to return to thi...
Lord McKenzie of Luton | 679 c263GC (Link to this contribution) moved Amendment No. 310ZA:"Page 183, line 5, leave out from ““period”” to ““, or”” in line 6 and ins...
Viscount Allenby of Megiddo | 679 c271GC (Link to this contribution) A Division is called. We will assemble in 10 minutes’ time. [The Sitting was suspended for a Divisi...
Baroness Noakes | 679 c271GC (Link to this contribution) I was introducing Amendment No. 312A and explaining what Clause 408 sets out. The amendment seeks to...
Baroness Noakes | 679 c270-1GC (Link to this contribution) moved Amendment No. 312A:"Page 187, line 27, at end insert ““provided that restrictions may be impos...
Lord McKenzie of Luton | 679 c267GC (Link to this contribution) Clause 406 introduces a new requirement on quoted companies to put accounts and reports on a website...
Baroness Murphy | 679 c267-8GC (Link to this contribution) I thank the Minister for that response. I am disappointed that such a simple, modest change does not...
Baroness Murphy | 679 c268GC (Link to this contribution) moved Amendment No. 312:"After Clause 407, insert the following new clause—" ““QUOTED COMPANIES: A...
Baroness Murphy | 679 c267GC (Link to this contribution) moved Amendment No. 311:"Page 186, line 26, leave out from first ““the”” to end of line 28 and inser...
Baroness Noakes | 679 c267GC (Link to this contribution) I have added my name to the amendment of the noble Baroness, Lady Murphy. Best practice already invo...
Lord Hodgson of Astley Abbotts | 679 c284GC (Link to this contribution) I am grateful to the Minister for that. It has lowered my blood pressure by a degree or two. I urge ...
Lord McKenzie of Luton | 679 c284GC (Link to this contribution) Before the noble Lord withdraws his amendment—I hope—I will try again. I have tried to acknowledge t...
Lord McKenzie of Luton | 679 c284-5GC (Link to this contribution) moved Amendment No. 315ZAJ:"Page 194, line 28, at end insert—" ““(   )   Where the directors of a ...
Lord McKenzie of Luton | 679 c286-7GC (Link to this contribution) moved Amendments Nos. 315ZAR and 315ZAS:"Page 198, line 22, after ““with”” insert ““in relation to a...
Lord Borrie | 679 c287-9GC (Link to this contribution) moved Amendment No. 315ZASA:"After Clause 430, insert the following new clause—" ““DEFAULT IN FILI...
Lord Hodgson of Astley Abbotts | 679 c289GC (Link to this contribution) I have had some briefing too, probably along the lines that the noble Lord, Lord Borrie, has had. Th...
Lord McKenzie of Luton | 679 c275-6GC (Link to this contribution) moved Amendments Nos. 315ZZA and 315ZZB:"Page 193, line 2, at beginning insert—" ““(   )   This se...
Baroness Noakes | 679 c275GC (Link to this contribution) moved Amendment No. 312F:"Page 188, line 30, at end insert ““of receipt by the company””" On Questi...
Lord McKenzie of Luton | 679 c276GC (Link to this contribution) Under Section 244 of the 1985 Act, public companies currently have seven months after the end of the...
Baroness Noakes | 679 c277GC (Link to this contribution) I thank the Minister for that. I hope that he will write; the corporate lawyers who raised the issue...
Lord McKenzie of Luton | 679 c277GC (Link to this contribution) Rules under the Financial Services Act will be the route to implement any changes. Perhaps I could w...
Lord McKenzie of Luton | 679 c277GC (Link to this contribution) moved Amendments Nos. 315ZAA to 315ZAD:"Page 193, line 8, leave out ““allowed””""Page 193, line 13, ...
Baroness Noakes | 679 c301-2GC (Link to this contribution) I thank the Minister for that reply, which I will carefully consider before we reach Report stage. I...
Lord Sainsbury of Turville | 679 c302GC (Link to this contribution) moved Amendment No. 315CD:"Page 214, line 35, leave out from ““(2)”” to end of line 36 and insert ““...
Baroness Noakes | 679 c298-9GC (Link to this contribution) I will consider carefully what the Minister has said. He has correctly anticipated that his reply do...
Lord McKenzie of Luton | 679 c296-7GC (Link to this contribution) The noble Baroness is quite right. I would like to address Amendment No. 315A. The disclosures permi...
Lord Sharman | 679 c320GC (Link to this contribution) Perhaps I may help the Minister to understand the impact of his answer on Sarbanes. The issue here i...
Baroness Noakes | 679 c319-20GC (Link to this contribution) I do not believe that we are overstating the issue. The fact is that by introducing a criminal penal...
Lord McKenzie of Luton | 679 c320GC (Link to this contribution) If I understand the thrust of the point that the noble Baroness makes, basically, she requires us to...
Baroness Noakes | 679 c316-7GC (Link to this contribution) moved Amendment No. 316A:"Page 230, line 24, leave out ““proper”” and insert ““adequate””" The nobl...
Baroness Goudie | 679 c318GC (Link to this contribution) As drafted, Clause 486 effectively requires an auditor to report any matter, however insignificant, ...
Lord Sainsbury of Turville | 679 c313-4GC (Link to this contribution) Clause 480 is one of the small number of new provisions relating to the appointment of auditors. It ...
Lord Sharman | 679 c308GC (Link to this contribution) moved Amendment No. 315FA:"Page 223, line 29, at end insert—" ““(   )   The first auditor or audit...
Lord Sharman | 679 c309GC (Link to this contribution) I am grateful for the noble Lord’s very helpful reply. I beg leave to withdraw the amendment. Amend...
Lord Sainsbury of Turville | 679 c309-10GC (Link to this contribution) These amendments are again intended to make improvements in the drafting of the process for appointi...
Lord Geddes | 679 c324GC (Link to this contribution) The Committee stands adjourned until next Tuesday 14 March at 3.30 pm.
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