HC Deb 24 June 1947 vol 439 cc357-73
Mr. Gaitskell

I beg to move in page 30, line 30, to leave out from the third "the" to "liable" in line 31, and to insert: resolution of the directors was passed authorising or recommending the payments shall, subject to the provisions of this section be. This Amendment goes with several others on which, therefore, I might also speak. It deals with the question of the control of dividends and interest and the safeguarding of assets during the transition period. I do not think hon. Members would challenge the necessity of some control of this kind. Once we accept the principle of compensation on market value, it is obviously necessary to take steps to ensure that the assets of the companies taken over are not disposed of. It is also necessary incidentally to provide, as we do in a later Clause, for the payment of dividends and interest after the vesting day in respect of a financial period prior ? to the vesting day. Clause 21 lays down in Subsection (2) how much money may be paid out in dividends. As originally drafted it provided that where excess dividends were paid, there was liability on the directors in the following manner; that all persons who are directors of the company at the time payments were made are jointly and severally liable to pay to the Central Authority an amount according to the amount of excess Claims made by the Central Authority on this matter are subject to arbitration.

11.15 p.m.

The first thing we do in this Amendment is to close the gap which was pointed out to us in Committee by the hon. Member for Northwich (Mr. J. Foster) and we are grateful to him for drawing attention to this loophole. He pointed out that as the Clause was originally drafted it would be possible for directors to recommend an excess dividend and resign before the date of the payment of the excess dividend, and thereby escape any penalty. We are therefore taking care of that by making the liability fall on the directors who were present at the time the resolution was passed authorising or recommending excess payments. The Opposition also claimed that the words "jointly and severally" which originally occurred in the Bill were too wide and indiscriminate, and they argued with some force, so we thought, that some directors might carry a much heavier responsibility than others. It is therefore proposed to insert, "subject to the provisions of this section" instead of the words" joint and severally."

The other Amendments are consequential and relate to a similar problem which arises in connection with payment of excess dividends for past periods or paying away of capital in a form which is not permitted. One of them makes it plain that the tribunal, in dealing with any arbitration on this matter, shall not, as I have already explained, regard the directors as jointly and severally responsible but shall differentiate between them. It may exempt any director on the ground that he was not responsible and order different amounts to be paid by different directors. It only remains for me to make a reference to the Opposition Amendment which also deals with this matter. It proposes that a tribunal shall make whatever orders it thinks just, having regard to all the circumstances. It differs from our Amendments in this respect, that whereas we want to lay down that all the excess money that has been paid shall be recoverable from the directors, this is not the case with the Opposition Amendment. We take the view that it is necessary to lay down responsibility as far as possible for this amount, a rather unpleasant matter which we do not like.

Lieut.-Colonel Elliot

On a point of Order. Can you say, Mr. Deputy-Speaker, which of the Amendments on page 3977 the Minister is addressing himself to, because there seems to be a very extensive range of discussion in his remarks.

Mr. Deputy-Speaker (Major Milner)

I am obliged to the right hon. and gallant Gentleman. I was considering that point myself. I think it would be sufficient to finish at the Amendment in page 32, line 29, and not deal with the Amendment which the hon. Gentleman is now dealing with in the name of the right hon. and gallant Member for the Scottish Universities (Lieut.-Colonel Elliot). It raises a different question altogether.

Mr. Gaitskell

I am only trying to save the time of the House. I will, of course, accept your Ruling. I was referring to it in order to save time, but I will leave it and reserve my remarks.

Lieut.-Colonel Elliot

The House is under a slight difficulty because of a situation 'which caused you, Mr. Deputy-Speaker, a certain amount of difficulty, and it is naturally more difficult to the less well instructed Members of the House. The Parliamentary Secretary was attempting to deal with a position of manifest injustice which has been created by the previous provision of the Bill, that is to say, the penal provision against directors who have been guilty of mishandling the affairs of their companies. All this arises from the foolish policy which the Government are adopting—the policy of taking these things over on a Stock Exchange valuation instead of on a proper valuation. This has led us from absurdity to absurdity, but the Parliamentary Secretary has gone some way to meet us in that he has admitted the point that directors might be subject to penalties on account of something done when they were not present, and when they could not be present. and which, in fact, they opposed.

We have tried to modify the mandatory provisions which ruled that all directors should be grouped together for something concerning their own property and in connection with which they had made some mistake. The Parliamentary Secretary tended to stray on to our Amendment, but on that we shall have something to say ourselves. We believe wholeheartedly in it, and we shall say something stronger in its favour than any remarks of the Parliamentary Secretary. These concessions are made as a result of appeals which were put forward by us in Committee. They go some way to meet our wishes, but the fundamentally foolish policy which the Government are adopting makes it difficult for one to know what to do. But it is a step in the way of righteousness.

Mr. Boyd-Carpenter

My right hon. and gallant Friend stated that the Amendments to which the Parliamentary Secretary has referred did represent some belated repentance on the part of the Government, although it was a repentance of inadequate degree. The Government have paid some attention to the argument which has been repeated again and again in the Committee stage that what they were providing for under this Clause was to penalise a director for the act of a company, and furthermore, to penalise a director who was not present when the decision was made, and even a director who had voted against the action which was the subject of complaint. It is some sign of improvement that even the Government cannot persist in such an attitude of calculated injustice. But the concession does not go for, It only says that the tribunal may let out a wholly innocent director. A director who voted against the action which caused the trouble —a director who was strongly opposed to it—may still be liable and he is left to the good sense of the tribunal. I must repeat that it is not going far enough to leave the possibility that a wholly innocent person may risk such a heavy liability.

Apart from that, even if the tribunal does, under the Government's Amendment, excuse the innocent director, the only consequence is to increase the penalty on the others. If hon. Members will look at the Amendment at line 29, they will see that it is still provided that the full amount of the Authority's claim shall be met, and all the tribunal is entitled to do is to redistribute the liability among the directors. Therefore, by righting the injustice against the wholly innocent director, the Government have done it by the cheapest possible method—that of increasing the penalty on those whose action has been referred to the tribunal. Therefore, it is right to point our that this Amendment does, in some respects, increase the penalties. For that reason, while one welcomes any recognition of even the most rudimentary justice by a Member of this Government, this is only a token repentance and does not carry us very far.

Major P. Roberts

I feel that even this repentance is not going to be very helpful. The Parliamentary Secretary says he does not like it—I admit that; but surely this arises out of the clumsy method of dissolving the companies on the vesting date.

Mr. Deputy-Speaker

The House has come to a decision on that matter, and we cannot discuss it again.

Major Roberts

What I wanted to point out, Mr. Deputy-Speaker, was that though some inconsistencies have been put right, it surely does not make the whole position workable, and does not help very much.

Amendment agreed to.

Mr. Gaitskell

I beg to move, in page 30, line 42, after "other," insert "class of."

Once again, I am afraid that this Amendment goes with the one immediately following it, and also with one further on in the Order Paper, in page 31, line 7. I apologise, but I am sure hon. Members will appreciate that it is not my fault that the Amendments come in this particular order. I will endeavour not to confuse the House. This Amendment deals with an entirely different matter. As the Clause reads, we have come to the conclusion that the position of new issues is not entirely clear, and it has been pointed out to us that if a company happens to make a new issue in, say, the year 1947, the Clause would be, or might be, capable of certain interpretations. For instance, as the Clause reads, in the case of any other securities, payment of dividends at a rate not exceeding 4 per cent. per annum, or the annual rate paid in respect of the last financial year, are the maximum. Clearly, in the case of a new issue there could be no previous dividend paid, and therefore shareholders who took up the new issue would be restricted to a maximum of 4 per cent. Obviously, that might be very unfair in certain conditions; if, for example, a new issue were made of a type of share identical with another which was standing on the market, and in respect of which a dividend of 15 per cent. might be paid.

The words which we propose to introduce here, "Class of" put that matter right. It means that the dividend which may be paid on the new issues are 4 per cent. or the dividend which was paid on the comparable or same type of share in the previous financial period, whichever is the greater. There is one part of the proviso which relates to the third Amendment. in page 31, line 7, at end, insert: and (ii) where a fresh issue has been made after the said date of securities of a class mentioned in paragraph (c) hereof, being a class on which the annual rate of dividend paid in respect of the said last complete financial year exceeded four per cent. per annum, the payments of dividend permitted under this section on the securities so issued shall not, except with the approval of the Minister, exceed a rate of four per cent. per annum. The said date is the date of publication, 10th January, 1947, of the Bill and payment of dividend in excess of 4 per cent., can only be made with the approval of the Minister. I think the House will appreciate that this Amendment is to prevent abuses, and I apologise for having taken so long to explain it and for it having been complicated, but I have en-deavoured to make the position clear.

11.30 p.m.

Lieut.-Colonel Elliot

As the Parliamentary Secretary said, these provisions are complicated, and they are not made less complicated by the fact that one has to pursue these. Amendments up and down the Order Paper to make sure that one is at the Amendment to which the Minister is addressing himself. This also was argued out in Committee upstairs, when the Minister saw the justice of the contentions which we advanced. On that occasion we had the advantage of the presence of the Financial Secretary to the Treasury, who now appears to have retired home. We had a lucid and courteous explanation from the Parliamentary Secretary and we were able to impress—I will not put it any higher than that—the Minister with the justice of our case, which was a remarkable achievement for one morning. We welcome again the steps which have been taken. We will find more and more of these complicated provisions, until the culmination sometime tomorrow night when we shall see the difficulty of the methods of the procedure which the Government have adopted.

Mr. Gallacher

That is not right. This does not arise on a point of procedure, but out of the fact that we are paying compensation. If we stopped paying compensation all our troubles would be gone.

Lieut.-Colonel Elliot

Unusual as it may seem, both the hon. Member for West Fife (Mr. Gallacher) and myself are in agreement on this point. He would adopt a different procedure to that which I would adopt, but both are agreed that it is the procedure adopted by the Government which is causing the trouble. The procedure here has been modified,' and certainly to the advantage of all concerned. We say that if the Government would pay more attention to some of the claims which we put before them we believe they would improve the matter still further. We propose to support the Amendment and not to divide the House on it.

Amendment agreed to.

Further Amendment made: In page 30, line 44, after "paid" insert "on that class of securities."—[Mr. Gaitskell.]

Mr. Gaitskell

I beg to move, in page 31,line 5, after "made," to insert: or, with the approval of the Minister, out of any reserves applicable for the purpose of maintaining interest payments and equalising rates of dividend. Under Clause 21 (2) the payments of interest or dividend can only be made out of revenues for the period to which the payment relates, but it was pointed out on the Committee stage that it would not be uncommon for companies to pay dividends in some cases out of reserves which have been set aside for that purpose. That was recognised by my right hon. Friend the Financial Secretary to! the Treasury and we gave a promise that an appropriate Amendment would be introduced on the Report stage. We are now carrying out this promise. This is the appropriate Amendment to see that we provide for the dividend to be paid not merely out of the net revenue for the period but also out of reserves applicable to the purpose of making any such payments. However, this is subject to the approval of the Minister.

Colonel Crosthwaite-Eyre

As the Parliamentary Secretary has said, this Amendment to some extent meets what took place in Committee but some of the points made seem to be quite extraneous to anything we discussed. In the first place, we tried to secure that in this interim period a company should be permitted to meet its dividends irrespective of whatever the Minister might say. He has now produced an Amendment where he says that a company may meet its commitments subject to the permission of the Minister. We, on this side of the House, can see no reason whatsoever why the Minister should come into this at all.

We are talking for the moment about a vague period between the time that the Bill becomes law and the time of the vesting date. During that time certain dividends and interests will become due and we can see no reason why the Minister should have any say in the control of the dividends during that period. Surely it is entirelv a matter for the companies concerned. The dividend they may distribute is entirely controlled by this Bill, and therefore for the Minister to reserve to himself the right to say whether these dividends may be distributed or not, seems to us to be quite extraneous to the consideration. Whether the Minister likes it or not I am afraid we have to face this position now that the Minister is doing his best without this Bill to prohibit companies from fulfilling their obligations. He has some sort of personal spite against anybody who is engaged in business. I have made a few speeches during the Report stage and I have not said that before.

Now we come to an Amendment like this where the contractual obligations of a company are to be subjugated to the veto of the Minister. The Parliamentary Secretary in moving it, if I may say so, in his clear and lucid terms, gave no reason why the Minister should be concerned in this at all. I would like to ask the Minister why he is concerned and what right he has got to interfere in this normal transaction, and to say whether a company shall be fulfilling its obligations or not. Secondly, I do not think the Amendment meets our objection. We have tried to ensure that during this interim period the obligations of a company should be met irrespective of what be their present trading position. When they distribute dividends, or whatever it may be, they always have at the back of their minds whether they can continue. All we tried to do in Committee was to ensure that during this interim period the shareholders should receive in the general run of events, something commensurate with what they have been entitled to receive in the period.

We on this side of the House say: "Why should these words be put in?" Why should not the phraseology of our Amendment be accepted, for I understand that it is not being accepted. Surely a company, if it has done its best by the community, should be able to make a final disbursement ? I would press the Minister on this. Time and time again in this House he has said that the electricity companies have done well by the community. I challenge him on it now. He has said time and time again that the electricity companies have done well by the community, so why should they not be entitled to make a final disbursement to their shareholders commensurate with the funds that they hold in the company. Why should he insert this word "reserves"? Why is he not prepared to accept the Amendment we have put down? All we are seeking to do is to ensure that the shareholders, before the industry is taken over, should receive their last payment in accordance with the reserves of the company in which they have taken a stake.

Lieut.-Colonel Elliot

I think it would be reasonable if we could have a few words of explanation as to the insertion of the words, "with the approval of the Minister." I think the Minister is quite ready to give such an explanation. My hon. and gallant Friend quite reasonably asks that such an explanation should be given. He is entitled to have it.

Mr. Gaitskell

I will certainly explain why we want to put in the words "with the approval of the Minister," and why we cannot accept the Opposition Amendment. We do not take the view that there should be, so to speak, an unlimited right on the part of companies to increase their dividends to the permitted rate out of any money for assets which they may have. The Opposition, in a sense, I think, have recognised that because they have put down in their Amendment "out of undistributed profits properly applicable for the payment of dividends." I must say that that is not nearly as clear as Members opposite might think. For example —if I may return to our particular word"reserves"—it may well be that one company has been in the habit of distributing dividends out of its general reserve funds In certain cases for equalisation. But there are other companies who never do this, and if it were the case that a company came along and said, "Well, it is true that we never paid dividends out of our general reserve before but we are going to do it now" we should look at that with suspicion. I think the whole basis of this discussion in Committee was that it was a normal practice to equalise dividends out of reserves. If it is the normal practice, all right, we shall agree to do it. But if it is done at the last minute merely to make the shareholders better off at the expense of the Central Authority, then we mean to retain the words "with the approval of the Minister.

Lieut.-Colonel Elliot

I do not really think that the Minister has fully grasped the desire which we had in putting down our Amendment; for the purpose of these things is to promote sound commercial policy and to maintain an ideal which the Chancellor of the Exchequer has enjoined upon the community—to improve finance and retain funds and not to distribute everything. Take an example: each of two companies has built up reserves. One company has suffered from several oscillations before the vesting date and has occasionally paid out of reserves to equalise its dividends. The other company has provided reserves also, but it has not suffered oscillation except in the final year. Surely it is greatly to be desired that both companies, having accumulated reserves, should be able to even off these fluctuations which do take place. We are not asking that they should be distributed unduly or in any unfair way. We put in the words, "properly applicable" and that leaves discretion to the Minister. But the Minister binds himself in advance by saying: "Out of any reserves applicable for the purpose of maintaining interest payments or equalising rates of dividends."

11.45 P.m.

The Parliamentary Secretary has just explained that we can only have "properly applicable if the company had been in the habit of making such payments. Consider the position of a prudent company which had made such provision. Let us consider, for instance, a man who takes out a fire insurance policy and then complains because he has not had a fire. That is very bad financial policy— that people should have fires for the purpose of collecting insurance. A good insurance company actually gives an accident-free bonus and a company not drawing on its assets for the purpose of equalisation should not be penalised against another company which has built up reserves for the purpose of producing equalisation. But the Minister has refused to do this. I wish he could continue to give further consideration to this point between now and the Bill reaching another place, and that he will allow the words set out in our Amendment, which, admittedly go some distance towards meeting the point the whole Committee desired to meet and are, I think, better than the ? words the Minister has set down, in order to carry out that purpose.

Amendment agreed to.

Further Amendments made:

In page 31, line 7, at end, insert: and (ii) where a fresh issue has been made after the said date of securities of a class mentioned in paragraph (c) hereof, being a class on which the annual rate of dividend paid in respect of the said last complete financial year exceeded four per cent. per annum, the payments of dividend permitted under this section on the securities so issued shall not, except with the approval of the Minister, exceed a rate of four per cent. per annum.

In line 13, leave out from "the," to end of line and insert: resolution of the directors was passed authorising or recommending the payments shall, subject to the provisions of this section. be."—[Mr. Gaitskell.]

Consequential Amendments made.

Mr. Gaitskell

I beg to move, in page 32, line 29, to leave out from "make," to the end of line 31, and to insert: such orders against the said directors as will secure the payment to the Central Authority of the total amount for which the directors are liable on the claim, but the tribunal may exempt any director from liability, on the ground that he was not responsible for the acts giving rise to 'the claim, and may order different amounts to be paid by different directors, having regard to the extent to which they were respectively responsible for those acts. I have already referred to this Amendment in connection with earlier Amendments, but in order to clarify the position, perhaps I may say a few words. What we have done here is to make it possible for a. tribunal which considers claims against directors by the Central Authority in respect of excess dividends to allocate the blame, as it were, between different directors, and order different amounts to be paid by different directors.

Mr. Speaker

I think I ought to point out at this stage that there is an Amendment to this Amendment. My impression is that the next Amendment—in page 33, line 8, to insert: (10) This section shall not impose a liability on any person in respect of any act done in pursuance of a resolution, unless such person voted in favour thereof, also follows on the same subject, and I think it would be convenient if we could take them together.

Question, "That the words proposed to be left out stand part of the Bill," put, and negatived.

Question proposed, "That those words be there inserted in the Bill."

Mr. Boyd-Carpenter

I beg to move, as an Amendment to the proposed Amendment, in line 2, to leave out from "as," to end, and to insert: it shall think just, having regard to all the circumstances. Our Amendment to the proposed Amendment does seem to be the common-sense way out of the difficulty. No one, I imagine, wishes to assist directors who have deliberately attempted to flout the will of the House to escape penal or financial consequences. Equally, I imagine, no hon. Member wishes to see a director, who is only technically in error in this very difficult matter, suffer a very heavy financial penalty, and as the 'Government's Amendment to this Subsection stands, it is impossible for the total body of directors, looked at altogether, to escape liability for the complete sum. Our Amendment seeks to deal with the difficulty of punishing the guilty while sheltering the innocent by putting the whole matter into the hands of the tribunal to decide how it thinks fit.

By Clause 26, elaborate steps are taken to set up what the Government hope will be a responsible and impressive tribunal. That being so—and I admit great trouble is taken over its exact composition—why not trust that carefully composed tribunal to do right? It is extremely difficult for us in this House to envisage every possible situation that might arise and call this Clause into operation. On the other hand, when one has this tribunal, whether this Amendment is accepted or not, it does seem reasonable to give to that tribunal the full discretion to do what is just. Further, if the tribunal is not allowed to do what is just, but is fettered in some way, as it certainly would be as the Clause is now, it follows logically that it will be doing less than justice. Under our Amendment to the Amendment, it will be doing justice. If it is not free, it will not be able to do complete justice. I appeal to such lingering respect for justice as may remain on the Treasury Bench to consider whether our Amendment does not do justice, and at the same time do no harm whatever to the fabric or intention of the Bill. If the right hon. Gentleman concedes that all he wishes to do in this matter is justice, and that the tribunal he has set up is a competent body, why cannot he accept our Amendment and allow this tribunal to do, unfettered, what it thinks to be justice?

Mr. Raikcs

I beg to second the Amendment to the proposed Amendment.

I wish to make a passing reference to the other Amendment which, I understand, is being discussed with this one. With regard to what the hon. and learned Member for Kingston-upon-Thames (Mr. Boyd-Carpenter) has said, it seems to me that there are two categories concerned. The first point is that the tribunal should be given a free hand to deal with every case on its merits when it is dealing with directors who have not in fact, voted for or supported a particular resolution. There are occasions when directors have, for example, passed a dividend before the publication of this Bill, a dividend which they were compelled by their duty to pass but which, under the Minister's Amendment as it stands, they might be compelled to retract, although at the time they were compelled to accept the liability.

The second point on which I want to say a word deals with the question of directors who have either been absent, or who have voted against what has been objected to. The Minister has met us to some extent. In future, directors who have either been absent or have voted against a resolution are, subject to the discretion of the tribunal, to be exempted from liability. I suggest that it is absurd, when a man has voted against the thing complained of, that he should be compelled to go before a tribunal at all. Surely, in cases where directors are completely without blame, as in these circumstances, there is no obligation on them to appear before a tribunal, because they have not done anything in respect of which they can be considered to have done wrong. All our Amendment to the Amendment does is to relieve a director in these circumstances from being brought before the tribunal, instead of leaving the final decision to the discretion of a tribunal which really ought not to be considering his case at all.

12 m.

Lieut.-Colonel Elliot

My hon. Friends have, it seems to me, put a very strong case, to which I trust the Minister will give further attention. What they ask for is that this tribunal, operating admittedly in very novel circumstances, should have some direction and advice from the House of Commons; and secondly, that these new proposals should make an exception in the case of a director who has done his best to remove himself from their sweep. Admittedly these are principles which in ordinary company law would be very novel, but then the whole procedure is very novel, and the problem which it is sought to solve is novel. We ask the Minister, having gone so far, to meet us by setting up this tribunal, which, in the words of his own Amendment— may exempt any director from liability, on the ground that he was not responsible for the acts giving rise to the claim". —which is really introducing some very novel conceptions into our commercial and legal system. Having gone so far, we ask that he should go a little further. These penalties which are being legalised by these proposals are very great indeed. The proposals will have a hampering effect on the conduct of business by directors. I do not think the Minister will go further tonight, but if he could say whether, in fact, he will give further consideration to the matter between now and consideration in another place, it would be greatly to the advantage of all concerned. I cannot believe this is the last word of the Minister on this matter. I think that the further attention of those who are experts—and I do not claim to be one of them—in company law, and the directors who are faced with a difficult and novel situation, might lead to a still clearer opinion being delivered by Parliament on a new position. All of us must admit that

no clear opinion has yet been delivered by Parliament and the people who are going to operate this and still more the people who will fall under the sweep of the new provisions, and who are to be faced with a number of new situations which it will be impossible to foresee, and in which they will have no guidance of any kind whatsoever.

Question put, That the words proposed to be left out stand part of the proposed Amendment.'

The House divided: Ayes, 209; Noes, 83.

Division No. 281. AYES. 12.2 a.m
Adams, Richard (Balham) Caitskell, H. T. N Manning, Mrs L (Epping)
Adams, W. T. (Hammersmith, South) Gallacher, W Mathers, G
Alexander, Rt. Hon. A. V. Ganley, Mrs. C. S. Medland, H. M.
Allen, A. C. (Bosworth) George, Lady M. Lloyd (Anglesey) Middleton, Mrs. L
Anderson, A. (Motherwell) Gibbins, J. Mitchison, G. R
Attewell, H. C. Gilzean, A. Moody, A. S.
Austin, H. Lewis Glanville, J. E. (Cansett) Morris, Lt.-Col. H. (Sheffield, C.)
Awbery, S. S. Goodrich', H. E. Morris, P (Swansea, W)
Ayrton Gould, Mrs. B. Gordon-Walker, P C Moyle, A.
Baird, J. Griffiths, D (Rother Valley) Neal, H. (Claycross)
Barton, C. Griffiths, W. D. (Moss Side) Nicholls, H. R. (Stratford)
Bechervaise, A E Gunter, R. J. Noel-Baker, Capt. F. E. (Brentford)
Beswick, F. Guy, W. H. Noel-Baker, Rt. Hon P. J (Derby)
Blackburn, A. R Hale, Leslie Noel-Buxton, Ladv
Blenkinsop, A, Hall, W. G. Oliver, G. H
Blyton, W. R. Hamilton, Lieut.-Col. R. Orbach, M.
Bowden, Flg.-Offr. H. W. Hannan, W. (Maryhill) Paget, R T.
Bowles, F. G. (Nuneaton) Hardy, E A. Palmer, A M. F.
Braddock, Mrs. E M. (L'pl. Exch'ge) Hastings, Dr Somerville Parkin, B. 1
Brook, 0 (Halifax) Herbison, Miss M. Pearson, A,
Brown, T J. (Ince) Hobson, C R. Piratin, P.
Burke, W A Holman, P. Platts-Mills, J F. F.
Butler, H W (Hackney, S.) Holmes, H E. (Hemsworth) Poole, Major Cecil (Lichfield)
Byers, Frank House, G Popplewell, E
Callaghan, James Hoy, J. Price, M. Philips
Carmichael, James Hubbard, T Pritt, 0. N.
Chamberlain, R. A Hudson, J. H. (Ealing. W.) Pryde, D J.
Champion, A. [...] Hughes, Hector (Aberdeen, N.) Randall, H E.
Cocks, F. S. Hughes, H. D. (Wolverhampton, W) Ranger J.
Collindridge, F. Hutchinson, H, L. (Rusholme) Robens, A.
Collins, V. J. Hynd, H. (Hackney, C.) Roberts, Emrys (Merioneth)
Colman, Miss G. M. Hynd, J. B. (Attercliffe) Robertson, J. J. (Berwick)
Comyns, Dr. L. Janner, B Ross, William (Kilmarnock)
Corbet, Mrs. F K (Camb'well, N.W.) Jay, D P T Royle, C.
Corlett, Dr. J Jeger, G. (Winchester) Sargood, R
Cove, W G. Jeger, Dr. S. W (St Pancras, S.E.) Scollan, T
Crawley, A. Jones, D. T (Hartlepools) Sharp, Granville
Crossman, R H S Keenan, W Shawcross, C. N. (Widnes)
Daggar, G Kenyon, C Shinwell Rt Hon. E
Daines, P King, E. M. Shurmer, P
Davies, Edward (Burslem) Kinghorn, Sqn.-Ldr E Silverman, J. (Erdington)
Davies Ernest (Enfield') Kinley, J Skeffington, A. M.
Davies, Harold (Leek) Lang, G Smith, C. (Colchester)
Deer, G La vers, S. Snow, Capt. J. W.
Delargy, H. J Lee, F (Hulme) Solley, L J.
Diamond, J Levy, B. W Sorensen, R. W
Dodds, N N Lewis, A, W J. (Upton) Soskice, Maj. Sir
Driberg, T E. N Lindgren, G. S. Sparks, J. A.
Ede Rt Hon. J. C Lipton, Lt -Col M Stewart, Michael (Felham, E.)
Evans, John (Ogmore) Logan, D. G Stubbs, A E
Evans, S N (Wednesbury) Longden, F. Strauss, G. R (Lambeth, N.)
Ewart, R. Lyne, A. W Swkigler, S.
Fairhurst, F. McGhee, H G Sylvester, G. 0.
Farthing, W. J Maek, J D. Tsylor R. J. (Morpeth)
Fernyhough, E. McKay, J (Wallsend) Thomas, D. E. (Aberdara)
Field Capt W. A. Mackay, R. W G (Hull, N.W.) Thomas, I. 0. (Wrekin)
Fletcher, E G M (Islington, E.) McKinlay, A. S Thomas, George (Cardiff)
Follick, M. McLeavy, F Tforneycroft, Harry (Clayton)
Foot, M M Mainwaring, W. H Timmons, J
Forman, J. C Mallalieu, J P W Tolley, L.
Fraser, T (Hamilton) Mann, Mrs. J. Usborne, Henry
Freeman, Peter (Newport) Manning, C. (Camberwell, N.) Wadsworth, G
Walkden, E. Whileley, Rt. Hon. W. Wilmot, Rt. Hon. J.
Wallace, G. D. (Chislehurst) Wigg, Col. G. E. Woods, G. S
Wallace, H W. (Walthamstow, E.) Wilkes, L. Wyatt, W.
Watkins, T E. Wilkins, W, A. Younger, Hon. Kenneth
Watson, W M. Willey, 0. G. (Cleveland) Zilliacus, K
Weitzman, D. Williams, J. L. (Kelvingrove)
Walls P. L. (Faversham) Williams, W. R. CHeston) TELLERS FOR THE AYES:
Wells, W. T (Walsall) Willis, E. Mr. Joseph Henderson and'
West, D. G. Wills, Mrs. E. A. Mr. Simmons
Baldwin, A. E. Gridley, Sir A. Osborne, C.
Barlow, Sir J Grimston, R. V. Peto, Brig. C. H. M.
Birch, Nigel Hannon, Sir P. (Moseley) Pickthorn, K
Boles, Lt.-Col. D. C. (Wells) Hare, Hon. J. H. (Woodbridge) Poole, 0 B. S. (Oswestry)
Bower, N. Haughtor, S. G. Price-White, Lt.-Col. D.
Boyd-Carpenter, J. A Henderson, John (Cathcart) Prior-Palmer, Brig. O.
Bracken, Rt. Hon. Brendan Hollls, M. C. Raikes, H. V.
Braithwaite, Lt.-Comdr. J. G. Hope, Lord J. Ramsay, Maj. S.
Bromley-Davenport, Lt.-Col W. Howard, Hon. A. Reid, Rt. Hon. J. S. C. (Hillhead)
Buchan-Hepburn, P G T Hudson, Rt. Hon. R. S. (Southport) Roberts, H. (Handsworth)
Butcher, H. W Hutchison, Lt.-Cm. Clark (E'b'rgh W.) Roberts, Maj. P. G. (Ecclesall)
Channon, H. Hutchison, Col. J. R. (Glasgow, C.) Robinson, Wing-Comdr Roland
Clarke, Col. R. S. Jarvis, Sir J. Ropner, Col. L.
Clifton-Brown, Lt.-Col. G. Lambert, Hon. G. Scott, Lord W.
Cooper-Key, E. M. Lancaster, Col. C. G. Spence, H. R.
Corbett, Lieut.-Col. U. (Ludlow) Macdonald, Sir P (I. of Wight) Stoddart-Scott, Col. M.
Crosthwaite-Eyre, Col. O. E Mackeson, Brig. H. R. Strauss, H. G. (English Universities)
Crowder, Capt. John E McKie, J. H. (Galloway) Studholme, H. G.
Davidson, Viscountess Macmiilan, Rt. Hon Harold (Bromley) Thomas, J, P. L. (Hereford)
Dodds-Parker, A D Macpherson, N. (Dumfries) Thornton-Kemsley, C. N
Drayson, G. B. Maitland, Comdr. J. W. Touche, G. C.
Drewe, C. Manningham-Buller, R. E. Vane, W. M. F.
Eden, Rt. Hon. A. Marshall, D. (Bodmin) Wheatley, Colonel M. J
Elliot, Rt. Hon. Walter Marshall, S. H (Sutton) Willoughby do Eresby. Lord
Foster, J. G. (Northwich) Morrison, Maj. J. G. (Salisbury) York, C
Fraser, Sir I. (Lonsdale) Morrison, Rt. Hon. W S. (Cirencester)
Gage, C. Neven-Spence, Sir B. TELLERS FOR THE NOES:
Galbraith, Cmdr. T. D Noble, Comdr. A. H. P Lieut.-Colonel Thorp and
George, Maj. Rt. Hn. G Lloyd (P'ke) Nutting, Anthony Major Conant.

Proposed words there inserted in the Bill.