§ Order for Second Reading read.
§ 4.2 p.m.
§ The President of the Board of Trade (Mr. Douglas Jay)
I beg to move, That the Bill be now read a Second time.
The Bill was introduced a year ago with only 45 Clauses. It is now reintroduced here, after examination in another place, with 96 Clauses and 34 pages of Schedules. As I think all of us on both sides of the House agree on the main purposes of the Bill, all will, I hope, share my dilemma of ensuring that the Bill is long enough to do what most of us want to do urgently, and not so long as to fail to reach the Statute Book during the present Session. I have already, to meet the urgent need to check abuses in the insurance industry on the one hand and, on the other, to respond to suggestions from hon. Members and others, more than doubled the length of the Bill. I think that it is now quite long enough if we are to be sure of enactment this Session.
The reason why many further changes are omitted, though some may be desirable on sheer merit, is not necessarily that a case cannot be made out for them, but that they are less urgent and that a Bill fully revising our company laws after 20 years would need well over 200 Clauses at least. We seem to reform our company law in this country about every 20 years—the last major Act dates from 1948—usually during Labour Governments, it seems, between which there are, apparently, periods of deep slumber in this matter. This time we must all be grateful to the Jenkins Committee without which the politicians, or, at any rate, most of them, would be almost powerless in this matter.
§ Mr. Jay
It was not merely set up by the Tories, but it reported during the period of the Tory Government, without any response in legislation. The exhaustive labours of that Committee remain the starting point of the Bill.
359 We have gone beyond Jenkins now in quite a number of reforms, but we have not tried, for the reasons which I have given, to enact everything from that Report in one Bill. Since there have to be limitations, the limitations must be decided according to some principle and some theme. The theme which we have chosen is the inclusion in the Bill of proposals for much greater disclosure of information by limited companies together with other provisions which are the most urgent in practice on other grounds. Proposals which do not pass either of these two tests we have felt bound to omit.
This does not mean that we are abandoning them. It means that we are proposing to embody them in further legislation, which we intend to introduce during the present Parliament. Nor do we stop at that. I am hoping to legislate for wider reforms in the structure and philosophy of our company law. I think that it is time—it has hardly been done for 100 years—to re—examine the whole theory and purpose of the limited joint stock company, the comparative rights and obligations of shareholders, directors, creditors, employees and the community as a whole.
At present, there would not be enough general agreement, quite apart from time, to legislate radically on all this and, therefore, I am putting in hand a systematic review of all these issues. I hope to make a statement shortly about the way in which the review will be handled, but we shall certainly be inviting views from all those expert, or less expert, including bodies outside the Government, who are interested.
The most sweeping reforms in the Bill ensure, as I have said, greater disclosure of information and the most sweeping of all is the abolition of the exempt private company. About 75 per cent. of the 500,000 companies in this country are at present exempt private companies, so that this provision alone means that nearly 400,000 companies will for the first time have to file their accounts with the Registrar of Companies, where they can be examined by the public, disclosing in them both the information formerly disclosed by public companies and nonexempt private companies and the additional information required by the Bill.
360 The 1948 Act attempted to exempt small family businesses, but in practice all sorts of companies, very far from being small family companies in some cases, have taken advantage of this to avoid disclosure. It will still be open for any company to choose to be either a limited company and accept the obligations of disclosure, or an unlimited company and avoid them. That seems to be fair. Limited liability is, of course, to the general advantage and has made a huge contribution to economic growth in this country over many generations. But it is also a great privilege conferred by Parliament on privately-owned business, and Parliament and the public can reasonably expect limited companies to accept obligations in return. That is our justification for imposing this new duty on more than 400,000 companies.
I also regard the far-reaching proposals for greater disclosure as a further contribution to the Government's general drive, through this and many other methods, to enhance industrial efficiency and productivity and ensure greater democratic control. It is right, both from the point of view of efficiency and of fair distribution of rewards, that full information should be available to shareholders, employees, creditors, potential investors, financial writers, and the public as a whole. Publicity in all these things is one great safeguard against abuse, and unquestionably other countries, notably the United States, have been ahead of us in this respect, and the United States appears to have done well out of it.
In abolishing the exempt private company we are in one respect going beyond the Jenkins Committee's Report. It recommended that "unquoted" companies other than subsidiaries of quoted ones should be allowed to withhold certain information from their filed accounts. We have not accepted this; we intend that all limited companies should file their full accounts.
The first additional type of information required to be disclosed by this Bill is turnover. Paragraph 15 of Schedule 1 requires turnover to be disclosed in the accounts for the first time under our company laws, and Clause 17 requires that companies carrying on substantially different types of business must show in the directors' report the proportions in 361 which these are divided, and the profit attributable to each. This also goes beyond the Jenkins Report. The Bill will also require all limited companies to give information about their subsidiaries and associated companies, and the name and country of incorporation of an ultimate holding company.
Next, the Bill will require all limited companies to show in the directors' report the value of goods exported. I believe that a public statement of exports will be an incentive, both to the company itself and often to others, to intensify their exporting efforts, and it will emphasise again the paramount importance which Parliament and the Government attach to the export drive in the long as well as short term.
§ Mr. John Hall (Wycombe)
I apologise for interrupting the right hon. Gentleman just as he is developing his argument, but could he tell the House whether this will apply also to those who contribute very considerably to indirect exports? If not, information given on the accounts can have very little value.
§ Mr. Jay
I am coming to that point. The hon. Member will find that I shall get on more quickly if he waits for me to reach these points. We have been able today to publish a further export record in our monthly trade returns. We are glad of that, but this should not blind us to the fact that although we have done well, we shall have to do better to get our balance of trade under control.
Some, including the hon. Member—I was coming to him in the next sentence—have argued that this obligation may be unfair to some companies which cannot in the nature of the case export directly, or burdensome to the very small company. Those, however, which cannot export can easily explain this in their directors' report; and to meet the case of very small firms we have excluded—for this purpose only—those whose turnover does not exceed £20,000 a year.
The Bill also lays down rules for far wider disclosure of the emoluments of company chairmen, directors and highly-paid executives than we have ever had before in this country.
§ Sir G. Nabarro
Before the right hon. Gentleman leaves exports, may I say that I am very much in sympathy about the disclosure of direct export performance— 362 there is nothing between us there—but he has not stated the problem, which does not relate only to small firms but also affects large companies which manufacture goods which are subsequently incorporated into manufactured equipment which is exported. Those firms cannot ascertain precisely what volume or value of their indirect exports finds its way overseas ultimately.
§ Mr. Jay
Yes, the Joseph Lucas case is a classical one, but it is open for these companies in their directors' reports to make this perfectly clear and to say exactly what contribution they are making
As I have said, the Bill also lays down rules for far wider disclosure of the emoluments of company chairmen, directors and highly-paid executives than we ever had before in this country. Here again we have lagged woefully behind the United States. If there is to be mutual confidence in industry, if investors are to know what their directors are doing, and if there is to be some reasonable parallel in these matters between publicly and privately owned industry and services, it is surely clear that we must now go much further than the old portmanteau provision for the disclosure of total directors' "emoluments".
What this Bill does is to ensure the separate disclosure of the receipts of the chairman and also, if there is a director paid more highly than the chairman, of that director also. Companies will in addition have to show the number of directors receiving up to £2,500, the number receiving between £2,500 and £5,000 and so on in bands of £2,500.
The number of highly-paid executives—that is employees who are not directors—who are paid more than £10,000 will also have to be shown. This information will also be given in bands rather than for individuals; and will all appear, of course, in the company's filed accounts. We have tried here to strike a balance between the present grossly insufficient disclosure, and going too far in revealing everybody's private individual income to the public gaze, though some people may think there is a case for doing even that.
Some recent events in the company world, however, have shown that disclosure of what are strictly emoluments 363 alone—salaries, fees, pensions payments, etc.—is not enough to cover all the devices by which sometimes very high rewards have been channelled to some individuals and concealed from shareholders. We have, therefore, provided that information should be kept at the registered offices of the company, and be available for inspection by shareholders, about directors' service contracts and that the register of dealings by directors in their own company's shares, which is already required by the Act of 1948, should contain more detailed information than at present and should be more widely available.
As part of our general aim in this Bill is to meet the shareholder's and the public's right to know what is going on, it also lays down that companies should in future, in the directors' report, give figures of both charitable and political subscriptions made at the expense of the shareholders.
§ Mr. Anthony Barber (Altrincham and Sale)
It would be very helpful if we could clear up one point. I believe I am right in saying that certain amendments have been put forward relating to disclosure of directors' emoluments in the case of non-quoted companies. It would be helpful if at the outset the right hon. Gentleman would say whether he accepts those amendments or intends to take any action in regard to them.
§ Mr. Jay
No, we do not accept those amendments. If the right hon. Gentleman is particularly interested, my right hon. Friend in his reply to the debate tonight will explain what we propose.
We propose that in future companies should give figures both for charitable and political subscriptions made at the expense of the shareholders. The Bill does nothing, of course, to prevent directors both making donations to anyone they like, and keeping them secret, if they make them out of their own individual incomes. Any company can also under the Bill, provided that it is within its powers, donate the shareholders' money to anyone the directors like, if they let the shareholders know what they are doing. All the Clause does is to prevent them using the shareholders' money for these purposes and at the same time re- 364 fusing to let the shareholders know that they are doing so. I cannot really believe that anybody in 1967 can seriously object to that.
To avoid companies, however, being burdened with very long lists of trivialities—this also was in response to representations made to us in another place—we are only asking for disclosure where the total of political and charitable subscriptions exceeds £50 in any one year, for the split of this total between politics and charity and for details of political subscriptions exceeding £50 to any one recipient. Details of charitable subscriptions exceeding £50 to any one recipient have also to be disclosed, but in a register open to inspection at the registered office of the company and not in the directors' report.
I must also advise the House that I have decided in the course of the Bill's passage that, in the interests of industrial efficiency and modernisation generally, we ought to add one more item of disclosure to those in the Bill; that is a record of the total manpower employed by the company concerned, and of the total wages and salaries bill. In the National Conference on Productivity held by the Prime Minister last September, the view was strongly expressed from both sides of industry that such disclosure would be a further spur to industrial efficiency; and the C.B.I. supports this.
I therefore intend to move an Amendment in Committee to this effect, but to limit this obligation to companies employing more than 100 persons, so as again to avoid imposing excessive extra paper work on small companies where the information might be of least public value.
Mr. R. Gresham Cooke (Twickenham)
Does the right hon. Gentleman intend to move an Amendment to bring out the total of salaries and wages, or separate totals for salaries and wages?
§ Mr. Jay
The total of the two is our present intention. I am sure that the hon. Member will serve on the Committee and will be able to advise us on this.
When the first version of this Bill was introduced into the House almost exactly a year ago, I also undertook to include in it two further provisions for 365 disclosure, even at the cost of lengthening the Bill, if there was a general wish for this from all sides of the House: fuller disclosure of directors' dealings in the shares of their own companies, on the one hand, and of the names of large equity shareholders who have up till now been able to shelter behind nominees and remain anonymous under our law, on the other hand. We have included both these reforms also in the present Bill. Directors will not merely have to disclose dealings in their own companies' shares but will be actually prohibited from dealing in options in those shares. Here again we are bringing our law more up to date, and more in line with the standards of the United States and some other countries.
Nominee shareholdings are a more difficult issue. It can be argued, on the one hand, that a man's private savings invested in shares should be just as confidential as his bank account, or his Post Office Savings deposit; or, on the other hand, that if anybody holds any shares, there is no reason why the fact should not be disclosed. I have often heard both these points of view. The Jenkins Committee reached what seemed to me a sensible compromise: that when a shareholding is a trivial proportion of a quoted company's capital, that is a private affair, but that it becomes of public interest when the proportion of shares held in the company is substantial, because then an element of control is involved. We have decided, therefore, difficult though this is to enact—this was one of our reasons for hesitating a year ago—to adopt the Jenkins' proposal that names of the beneficial owners of 10 per cent. or more of a class of equity capital in a quoted company should be disclosed at the registered office of that company.
Our company law at present also gives special exemption from the obligations of disclosure to three types of business: banking, insurance and shipping. Here again, there have always been two schools of thought, one believing that full disclosure might be injurious to our overseas earnings, or indeed to depositors and policy holders, respectively, in the case of banking and insurance, and the other that all these companies should be treated like any other under the law. In the case of banking and discount companies, a majority of 366 the Jenkins Committee recommended continuance of the present exemptions. What we are doing in this Bill by Clause 12 is to give the Board of Trade power to take away from banking and discount companies the present exemptions in the 1948 Act. Any regulations doing this would have to be approved by each House of Parliament. I am in consultation with my right hon. Friend the Chancellor of the Exchequer, and indeed, the banks about the use of these powers, but it is not, of course, possible to act on them until the Bill becomes law.
In the case of shipping, the Jenkins Committee recommended withdrawal of the exemptions. There are, however, some delicate questions of international business here and our shipping earnings are, in my view, much too vital an element in our balance of payments to take serious risks in this matter. I have, therefore, included in the Bill an amendment to the 1948 Act which will enable the Board of Trade to determine which shipping companies shall be granted these exemptions. The aim will be to publish all reasonable information so far as is consistent with protecting our overseas earnings.
Next, on insurance, there are two major instalments of reform of the law in this Bill. First, it provides for improved powers to make regulations about disclosure in the accounts of insurance companies, which were in any case needed, and, secondly, more drastic remedies for the abuses in motor insurance which have emerged rather luridly in the past year since the first version of the Bill was debated a year ago.
Under existing law, insurance companies have exemption permitting hidden reserves, and undisclosed transfers to and from these reserves, before arriving at published profits, as have the banks. But insurance companies have, under the Insurance Companies Act, 1958, to deposit with the Board of Trade balance sheets, profit and loss accounts and revenue accounts in a prescribed form. Copies of these are available then for public inspection. The Jenkins Committee recommended that the general exemption should remain, but that all insurance companies should in future have to give new information in their annual accounts about the income derived from different kinds of investment. We take powers in the 367 Bill to carry this out by prescribing the contents of the accounts of insurance companies through Statutory Instruments made under the 1958 Act rather than under the Bill.
Secondly, we are taking rather drastic powers to control the future activities of insurance companies, and this is particularly necessary, I think the House will agree, in the case of motor insurance. These powers, though they do not spring from the Bill's first main theme of disclosure, are clearly justified, in my view, on grounds of urgency. Stronger powers are necessary both to protect policy holders, and also the reputation of the great majority of British insurers who are widely respected throughout the world. The obligation on Parliament to act here seems to me to be particularly strong, because Parliament compels motorists by law to insure against third party personal risks, but it has not given them any clear guidance in return with whom they should insure. It is true that the Motor Insurers' Bureau scheme, which has been agreed between my right hon. Friend the Minister of Transport and the industry, provides compensation for third party risks which are compulsorily insurable if a company fails, and that is something. But although this is valuable, it is not a fully adequate safeguard.
The best advice that I can give to motorists meanwhile in, I hope, the few remaining months before the Bill becomes law is to repeat what I said in answer to a Question on 27th January from my hon. Friend the Member for Oldbury and Halesowen (Mr. Horner)—and I quote—thatanyone who is offered insurance at what appears to be a cheap premium to seek advice from, for instance, such bodies as the British Insurance Association, Lloyd's, the Corporation of Insurance Brokers, the Association of Insurance Brokers or Lloyd's Insurance Brokers' Association."—[OFFICIAL REPORT, 27th January, 1967; Vol. 739, c. 381.]That is for the immediate future.
For the long-term future, however, present legal powers are, I believe, clearly inadequate. At present, an insurance company is free to start up and conduct its business as it chooses if it first, publishes financial results in a form prescribed by the Board of Trade, second, has a paid-up share capital of £50,000, 368 and, third, in the case of a company undertaking non-life insurance, has an excess of assets over liability of at least 10 per cent. of its annual premium income—that is, what is known as the solvency margin. But this solvency margin does not apply in the first two years of operation.
The Board of Trade's existing powers under Section 14 of the 1958 Act to investigate a company alleged to be dubious have proved insufficient. We can under this Section ask for explanations, accounts, and so forth if a company appears to us to be insolvent, but we cannot properly act simply on suspicion that there may be trouble falling short of actual insolvency. Moreover, if we do act and a company refuses to give information, we have to go to the courts to get authority to appoint an inspector. We then have to show that we have reasonable grounds for doubting the solvency of the company. To act without reasonable grounds, or, in other words, without grounds sufficient to stand up to the test of legal challenge, would not only be likely to fail and to incur severe criticism from the courts but the result might be to undermine a company which otherwise might have maintained its solvency and so damage the policy holders as well as everyone else. We have, in these circumstances, in a number of cases, by private consultation with companies, enabled them to pull round and so protected the policy-holders without any damaging public rumours.
Details of these cases cannot be revealed because the affairs of the companies in question cannot be disclosed by the Board of Trade. Indeed, everybody would suffer if they were. In other cases we have been warned, from what appeared to be very good sources, that certain companies were insolvent. We have judged it wise not to invoke our powers, and these companies have, in fact, survived and built up a strong position after a period of time. In other cases, again, we have seriously doubted the solvency of companies that have subsequently failed, but we did not have the evidence which my legal advisers judged would have proved adequate in court.
For some time, I have believed this to be a thoroughly unsatisfactory situation. The Bill now proposes to give the Board of Trade the following new powers. 369 First of all, the Bill lays down that any insurance company starting in business, or starting in a new line of business, after 3rd November, 1966, when the Bill was published, will have to get a licence from the Board of Trade when the Bill receives the Royal Assent if it is to carry on the relevant business after that date. Any company starting up, or starting new business, after the Bill becomes law will, of course, have to get permission from the start of the business. This licensing system will apply to all classes of insurance business covered by the Act of 1958, including motor insurance. It is in a sense retrospective to 3rd November last in that any company going into, for example, motor insurance since that date runs the risk of not getting an authorisation when the Bill becomes law. Therefore, the Bill has already had some effect in protecting the motorist since November. It is not retrospective, however, in that it does not make it unlawful, or render anyone subject to prosecution, for starting a business before the Bill becomes law. In my view, that would be going too far.
These are, admittedly, drastic powers, because they give the Board of Trade at its discretion authority to refuse an application to carry on, for example, motor insurance, without our giving any reasons or right of appeal. I must make perfectly clear that that is what we propose, but I am convinced we have got to be as drastic as this if the public is to be protected and recent abuses stamped out. Experience shows that if it were necessary for the Board of Trade to state its reasons for refusing authority—the grounds might be that we did not regard a certain individual as a fit and proper person to carry on the business—we should be in the dilemma of either authorising a highly dubious company or else having to disclose information given to us in confidence. I would also say in defence of this drastic course that it follows the system introduced by a Conservative Government in the Prevention of Fraud (Investments) Act, 1939, controlling unit trusts. This legislation appears to have worked over many years under various Governments without any serious cause for complaint.
§ Sir G. Nabarro
What happens to the policy-holders if the right hon. Gentleman refuses to allow a motor insurance busi- 370 ness to carry on? They have made an investment in accordance with the requirements of the Statute to insure their vehicles for the current year. If the Board of Trade then refuses the company permission to carry on, what is the policyholders' position?
§ Mr. Jay
I am coming to the existing companies. So far, I have dealt only with either new companies or companies starting in motor insurance for the first time. But I have anticipated the hon. Gentleman's question, and I shall come straight to that.
Not only do we have to prevent the dubious new insurance business from starting up but we need power also to control a company already in existence which might be liable to become insolvent. To meet this problem the Bill empowers the Board of Trade in certain circumstances to direct an existing company to restrict its business by not undertaking any new contracts or renewals in a specified class of insurance. Contracts previously entered into, of course, would stand. This could be done only if the company had failed to fulfil obligations under this Bill or under the 1958 Act, or if the Board of Trade were in doubt about the solvency of the company or about the fitness of the persons associated with it. We have thus tried to cover both new companies and existing ones.
There are a number of other safeguards in this matter of motor insurance. The minimum financial resources initially required by a company are increased by the Bill. Adequate reinsurance arrangements are made a condition of licensing. The Board of Trade has to be satisfied that a company is under the management of persons fit and proper to be associated with it. We are given power to obtain more information about the financial resources of insurers at more frequent intervals. The minimum solvency margin for non-life business is increased, and will apply in the first two years of business, which has not been the case hitherto. The Bill also gives us power in certain circumstances to require a company to realise unsuitable investments, and to hold adequate assets in this country. Finally, it gives the Board of Trade wider and less clumsy powers of investigation, and removes the need to get leave of the court before petitioning for a winding-up order.
371 I think that the House will agree that all these powers, when taken together, make a formidable array, admittedly drastic but nevertheless, in my view, necessary if we are to protect the public from recklessness and, in some cases, fraud by insurers. From the public's point of view, the sooner these essential safeguards are passed into law the better it will be.
§ Mr. John Hall
The right hon. Gentleman has considered measures for the control of entry into insurance business by new companies and has had in mind general matters of conduct. Did he consider also how he could control entry into the business by insurance brokers who are in part responsible for some of the troubles which have been experienced?
§ Mr. Jay
Yes, we have considered that. It would be much more difficult, and I hope that, if there are no longer any dubious insurance companies in business, there will be no dubious insurers to whom brokers could direct the public. However, this is a matter which could be discussed further in Committee. We have, at least, gone this far.
Hon. Members will have guessed already from my excessively long speech that there is a good deal in the Bill. I have not covered it all yet and there is a good deal more—in the Bill, I mean, not in my speech. I shall leave the many other detailed reforms either to my right hon. Friend, if he catches Mr. Speaker's eye later today, or to the Committee stage. Any questions, of course, can be put to my right hon. Friend today.
I should mention that Part III of the Bill amends the Moneylenders Act, because urgent clarification is necessary of the rather mysterious distinction—mysterious to laymen; I know that everything is clear to lawyers—between mere moneylending, on the one hand, and moneylending which is dignified by the name of banking, on the other.
The House will be glad to learn that in one respect we can shorten the Bill. Certain noble Lords in another place inserted a provision which would enable companies to issue shares of no par value. A technical case can, perhaps, be made for that on the ground that the existing system can be misleading, but I 372 am not sure that no par value shares would be much less misleading. That issue is in no way related to disclosure and is in no way urgent or pressing. Therefore, it has nothing to do with the main theme of the Bill and would be much more suitable, if the case is made out, for inclusion in the later and wider Bill.
Incidentally, we found on investigation that its enactment would also require a number of consequential changes in tax law for which at present there is no prospect of finding time. We therefore propose to omit Clause 35 from the Bill. If we did not, there would be many other reforms, of much higher priority on merits but not related to disclosure, which would have a good or possibly better claim to be included.
I believe that the Bill, no doubt perfected in Committee and at Report stage, will contribute substantially to wider information and understanding about our company affairs, both among experts and non-experts, and therefore to greater efficiency in British industry, more intelligent investment and greater exporting capacity. As I have said, we need further legislation to carry through the further Jenkins proposals and to tackle even more drastically the wider relationship in a modern social democracy between shareholders, employees, directors and the public.
If hon. Members give us their views on those wider issues today—and if that is in order, as I should guess that it was—I shall certainly take account of them in preparing the future legislation. Meanwhile, I am sure that it is best to accomplish now what can be done in this Session, including the immediate protection of the public, particularly the motorist.
For those reasons, I ask the House to give the Bill an unopposed Second Reading today.
§ 4.42 p.m.
§ Mr. Anthony Barber (Altrincham and Sale)
Before I come to certain aspects of the Bill with which we on these benches are in fundamental disagreement, and which we shall oppose in Committee, I should make two points abundantly clear. First, we believe that there should be greater accountability of companies, which inevitably means greater disclosure of information. But in every case where disclosure is demanded it is incumbent 373 upon those who demand it to establish that it will serve a useful purpose. Secondly, we shall support the right hon. Gentleman the President of the Board of Trade and his colleagues in their efforts to tighten up the law governing insurance. My hon. Friend the Member for Gloucestershire, South (Mr. Corfield) will have more to say, if he catches Mr. Speaker's eye, in winding up for the Opposition tonight.
I have no need to refer to matters which are now sub judice to establish that during the past six months or so a number of instances has come to light, particularly in the field of motor insurance, which has caused widespread concern. It is a remarkable tribute to the British insurance industry that the exposure of a few seamy operations has not tarnished the general reputation of British insurance for integrity and efficiency. But the fact that the general reputation of British insurance remains high owes nothing to Ministers at the Board of Trade.
One of the means whereby the Bill seeks to tackle the problem is to provide that a new insurance company shall have a paid-up share capital of not less than £100,000. Last month the President of the Board of Trade was asked to publish the names of motor insurance companies which did not satisfy that criterion. The Minister of State answered the Written Question in a manner which I can only describe as appalling and as showing complete ignorance of the factors which determine whether or not an insurance company is sound.
§ The Minister of State, Board of Trade (Mr. George Darling)
That was not the Question.
§ Mr. Barber
The Minister was asked a straightforward Question. He answered it, but it would have been easy for him to take steps to explain the significance of his factual Answer. He chose not to do so. I shall not weary the House with a whole lot of newspaper cuttings, but, as every reputable newspaper indicated at the time, the result was that the motor insurance world was thrown into "unprecedented disarray", as one newspaper put it.
I mention that unhappy incident not to embarrass a Minister for whom we all have a very high regard but because as long ago as 8th July last year my 374 hon. Friend the Member for Worcester (Mr. Peter Walker) wrote to the President of the Board of Trade about the introduction of a short interim Bill governing the share capital of insurance companies He concluded his letter with these words:The Opposition would certainly give every assistance in seeing that the Bill was passed speedily through all its stages and I know that the British Insurance Association would welcome such a measure.That offer was turned down, and instead of the speedy introduction last summer of a new Companies Bill to safeguard the public, priority was given to a Bill to nationalise the steel industry, a Bill of almost exactly the same length as that now before the House.
§ Mr. Barber
No, but I have had enough experience of these matters to know that if one is asked a question of fact, in addition to giving a factual answer one can add an explanation or qualification. Alternatively, it is open to a Minister at precisely the same time to take steps with the Press to ensure that the answer is put in its proper context. I repeat that I think that the way this was dealt with by the right hon. Gentleman was appalling, and that was the view taken by every financial writer throughout the country.
§ Mr. J. Bruce-Gardyne (South Angus)
Does my right hon. Friend recall that on occasions the President of the Board of Trade, in giving factual answers which he has not liked to give, has given detailed explanations to try to put them in a different context?
§ Mr. Barber
That is perfectly true.
I now turn to Part I of the Bill, which deals in the main with the extent and the nature of disclosure by companies. The right hon. Gentleman said a few minutes ago that the theme of the Bill, apart from the urgent question of insurance, was greater disclosure. I should like to dwell on that for a little while, and I want first to say something about the principles which I believe should underlie any new proposal for greater disclosure in company accounts.
375 Originally, the main purpose of accounts was merely as an aid to the internal efficiency of an enterprise. Later, as individuals joined together in enterprises, the accounts provided information for the joint owners of the continuing businesses. It was in the middle of the last century, with the general conferment of the privilege of limited liability by the simple act of registration, that there came the pressing need for information to be made available to a company's creditors as well as its owners.
I suppose that it is true to say that one of the purposes—one might say one of the primary purposes—of greater accountability has in the past been the prevention of abuse, and I for one accept that we are no longer concerned merely to safeguard the shareholder and creditor but also to stimulate industrial and commercial efficiency. One of the ways of doing this is to provide sufficient information for discerning investors.
It is just because we in Britain have a sophisticated capital market and because we in the Conservative Party believe in a market economy that we take the view that the provision of adequate information makes a real contribution to industrial efficiency and so to the best use of our available resources. But if the disclosure of information is necessary to safeguard the shareholders and creditors, and if it is an aid to efficiency, it does not follow that there should be disclosure without limit and we believe that, in a number of instances, the requirements for greater disclosure in the Bill and the intentions which the right hon. Gentleman has made known today go too far.
But, lest there should be any misunderstanding, I should make it clear that we take our stand on the criteria laid down by the Jenkins Committee. The right hon. Gentleman said that he paid high regard to the Committee. But I shall show that, in the case of disclosure, the Government do not accept the Jenkins Report. When the previous Companies Bill was before the House in February, 1966—it lapsed with the end of the last Parliament—I quoted a passage from the Jenkins Report which I still believe should govern the nature and extent of company disclosure, and the argu- 376 ments which I then adduced were never refuted. Throughout the whole of the proceedings on this Bill in another place, no explanation was ever forthcoming as to why the Government rejected the view of the Jenkins Committee and today once again the right hon. Gentleman said, as a result of an intervention by me, that he did not accept the recommendations of the Committee on disclosure affecting 400,000 companies in this country and he gave us no explanation as to why.
Therefore I make no apology for again quoting paragraph 13 of the Jenkins Report, for I believe that it is basic to this whole question. This is what the Report said and it is what I accept:While … we share the views of the Cohen Committee as to the importance of ensuring that companies should make available to shareholders, creditors and the general public as much information as is reasonably required, we also recognise the importance, where the desirability of some proposed new statutory obligation to provide information is in question, of considering whether the additional information would be of any real value to the persons receiving it, and if so whether its ascertainment would involve an amount of work disproportionate to its value, or its publication might be detrimental to the company's business, and thus indirectly to its shareholders and creditors.These are the criteria which the Government should have applied to the 400,000 companies which at present have the status of exempt private companies. Within this category is every single one of the small incorporated family businesses. The Government are taking in the Bill powers to compel every single one of these family businesses to make public information which will in no way contribute to efficiency and will in many cases be detrimental to the business. Furthermore, the Government are doing this against the unanimous recommendation of the Jenkins Committee on Company Law, which was set up by the last Government to advise on this very matter.
§ Mr. Kevin McNamara (Kingston upon Hull, North)
There is some concern here for the small family company, which one can appreciate. Would the right hon. Gentleman be willing to take a certain fixed level—say, £15,000 or £10,000 in assets—and say that below that level there would be no need for disclosure?
§ Mr. Barber
Perhaps I can come to that point in a moment. The point now is that the President of the Board of Trade, without explanation, is taking steps which will seriously affect hundreds of thousands of companies. The attitude of the Government to the family business was epitomised in the attacks already made upon it by close company provisions and the Selective Employment Tax and this further attack does not therefore surprise me. I will be more specific.
It is common ground that, among the 400,000 exempt private companies, there are a number of very large enterprises. It is also common ground that the overwhelming majority are small. I readily grant to the Government that there is a case for some additional disclosure by all these companies, small and large. But, of course, the Government in the Bill have gone beyond what the Jenkins Committee recognised as reasonable, and this is where we take issue with the right hon. Gentleman.
Since hon. Members opposite appear to be in some doubt as to whether my remarks about the attitude of the Government to small businesses are reasonable, I will refer them to what the Lord Chancellor said in another place, for he made quite clear what his own attitude was to this type of business. He said:I think that most lawyers and accountants would agree that, apart from any other factor, the exempt private company has really been the backbone of all the most successful tax frauds and tax evasions that there are."—[OFFICIAL REPORT, House of Lords, 22nd November, 1966; Vol. 278. c. 130.]The implication of those words is wholly unwarranted and I am speaking with five years' experience at the tax bar and as a Treasury Minister for a number of years, when I had some responsibility for the Inland Revenue. What the Lord Chancellor said there about these 400,000 companies is simply not true.
If it is necessary, in order to protect those who trade with small family businesses and who extend credit to them, and if it is in the public interest, to compel these companies to file information about their affairs, I have no objection and I make it clear that I am prepared to lend all my support to any public disclosure to the extent that it is necessary for this purpose. But in the case of the small companies—and it is 378 these with which I am dealing—the Government have gone further and have gone against the advice of the Jenkins Committee.
Jenkins recommended that the distinction between exempt and non-exempt private companies should be abolished. The hon. Member for Kingston upon Hull, North (Mr. McNamara) appears to take the same view as a great many of my hon. Friends—that it is going too far to abolish altogether the status of exempt private companies, and that there is perhaps a case for keeping that status in respect of companies with net assets of less than a specified amount. I want to be perfectly fair. I believe that there is great attraction and merit in this proposal, but, having looked into it, I am doubtful as to whether it is a practical proposition. I hope, as there is considerable force from many reputable quarters behind this suggestion, that there will be an opportunity in Committee of going into this very fully, because if it should be the case that this provides a practical solution, then it would probably be the answer to most of the criticisms which I am levelling against the Government.
§ Mr. John Hall
Would it not be a possible solution that companies below a certain level and size should apply to the Board of Trade for exemption and the Board of Trade would have the power to make a decision?
§ Mr. Barber
This is another way of approaching the matter, based on the same principle which I was putting forward. That certainly ought to be looked into. But let us assume for the moment that the hon. Gentleman the Member for Kingston upon Hull, North and others on this side of the House do not get their way, then even so I can see no reason at all why the Government should not accept the recommendations of the Jenkins Committee, that certain matters which have to be disclosed by a public company should not be disclosed in the case of a company whose securities have been neither quoted nor offered to the public.
This was the advice of the Jenkins Committee, and it has been turned down. We have never had, last February, during the whole of the proceedings in another place or today, any explanation as to why the right hon. Gentleman will not accept this.
§ Mr. Jay
The right hon. Gentleman says that I have put forward no explanation. I have given the explanation that in our view limited liability is a privilege. We feel that with the privilege there should be obligations of disclosure. The right hon. Gentleman may not agree with us, but that is our explanation.
§ Mr. Barber
I do not think that it is a very convincing argument merely to say that one is giving a person privileges and that they therefore have obligations. What we want to know is what is the purpose of imposing the obligations? What good will it do to provide the information which the Jenkins Committee said should not be provided by these small companies? On this the Jenkins Committee was precise and specific and I cannot improve on its language. At paragraph 352 it says:We recommend that companies whose securities have been neither quoted nor offered to the public and which are not subsidiaries of companies whose securities have been quoted or offered to the public should be permitted to withhold from accounts filed with the Registrar of Companies … the information … about the directors' emoluments … the details of turnover …and other matters there mentioned. It is the case that neither Parliament nor the country has ever been given the reasons why the right hon. Gentleman thinks that it will help to improve the efficiency of industry if these 300,000 companies concerned have to provide this information.
§ Mr. John M. Temple (City of Chester)
Would not my right hon. Friend accept that there is another argument in support of his case and that is that already the accountancy profession is over-burdened with work and this will put an additional strain upon it and upon the Registrar of Companies which is quite unjustifiable?
§ Mr. Barber
This is true, and it is a practical consideration, which I believe was mentioned in another place. I would prefer, because of the time available, to limit myself to the issue of principle. I ask the House to consider, for example, the reasoning behind the recommendation of the Jenkins Committee over the disclosure of turnover. I repeat that I have no objection at all to the disclosure of turnover by a public company, a quoted company. I am concerned here with something approaching 300,000 small companies, including all of the 380 small family businesses in the country. It is right that these companies should know what the Labour Government intend to compel them to do.
Let me give an example. The small incorporated family business, with one shop in, say, Manchester, will in future have to publish its turnover to the world. Anyone will be able to get hold of that information if this Bill goes through, but the small company's principal competitor, with a chain of shops throughout the country, including one in the same street in Manchester, will not be obliged to publish any information at all about its turnover in Manchester.
The result will be that once again the Government will be deliberately loading the dice against the small business. What I have said is factually correct and cannot be denied. This is a grossly unfair provision. In the first place, it will lead to unfair competition because the chain store company will have all the information that it wants if it wishes to put the small, single shop company out of business, while the single shop company will have no comparable information about its larger competitor.
Secondly, this disparity of information disclosed by the small and large company will be nectar to the take-over bidder who will be in a position to make a bid, not as the result of equality of treatment, but of disclosure, favourable only to the larger store.
§ Mr. Joel Barnett (Heywood and Royton)
The right hon. Gentleman talks about the advantage to a take-over bidder. He is surely talking about small private close companies which presumably would be wholly-owned by the shareholders and directors? How would it help if someone else has the information? They are still perfectly entitled to refuse to sell.
§ Mr. Barber
Of course they are entitled to refuse to sell. But Tartan Arrow had no need to sell until pressure was brought upon it, and it had to sell. [HON. MEMBERS: "Answer."] I will answer. The point that I am making is that the small company will have to provide information such as the details of its turnover in respect of a specific enterprise, while the large company, in direct competition, will not have to give that information. That is grossly unfair, and 381 that is why we shall oppose it in Committee. I have used the illustration of a shop, but the same principle applies throughout the whole of industry and commerce.
Then there is the proposal, which the right hon. Gentleman confirmed today, that every small incorporated family business should be obliged to publish to the world details of the directors' emoluments. Again this proposal is against the advice of the Jenkins Committee and we have been given no indication of what good, in the eyes of the Government, this disclosure will do. Let me make two matters clear.
I have no objection whatever to the publication of directors' emoluments in the case of public companies. Indeed, disclosure in their case will, I am sure, inevitably push up the salaries of some of our senior executives and, incidentally, will finally ensure that the Government are forced to pay the rate for the job to the members of the National Steel Corporation, which will be a very good thing. The second matter which I want to make clear is this. Of course the directors' emoluments in even the smallest incorporated company must be made known to the shareholders of that company. No one would complain about that, but what we object to is that the salaries of the man and his wife, running a grocers shop somewhere as a limited liability company, should be made public to every inquisitive busybody in the town.
I would accept this if I could see some useful purpose in it. Here again we take our stand on the Jenkins Report. In paragraph 351 it says:We recognised, … that some information required in the accounts, while of interest to the members, was not of prime importance to creditors, and that its public disclosure by some small companies might be embarrassing to them; we had in mind particularly the requirement to disclose directors' emoluments, To meet this, in our opinion well-founded objection to general disclosure we would give a limited exemption to companies whose securities had been neither quoted nor offered to the public and which are not subsidiaries of companies whose securities have been quoted or offered to the public. While requiring such companies to circulate full accounts to their members and their debenture holders, we would permit them to exclude from accounts filed with the Registrar of Companies:382(1) the information about directors' emoluments.I hope that the Minister of State, when he replies, will deal specifically with the recommendations of the Jenkins Committee, to which I have referred. That reasoning which I have quoted seems to be beyond reproach. This affects the directors of 300,000 companies, and, it includes every single small incorporated company throughout the length and breadth of our land. This is a matter of importance, and we are entitled to have an explanation as to why these specific recommendations have been thrown overboard. We stand by that recommendation and we shall do everything in our power in Committee to see that it is reflected in the Bill.
There are two other matters of disclosure to which I want briefly to refer. The provision compelling companies to publish the value of goods exported by them will, I believe, prove to be both misleading and dangerous—[An HON. MEMBER: "And abortive."] And, as my hon. Friend said, abortive. It will be totally misleading in the case of those companies which do not export directly, but, as my hon. Friend pointed out, supply components to other companies who then export the finished product.
It will, I believe, be positively dangerous in some cases, because the information to be published will—I agree that this applies only to a limited number of cases—provide our overseas competitors with just the information they want in order to give them the edge over the British manufacturer of similar products.
§ Sir G. Nabarro
Would my hon. Friend not agree that we are all interested to see exports promoted but with the objective of improving permanently our balance of payments; but why, in this context, are exports more important than imports? Is it not essential that companies should minimise their imports and maximise their exports if we are to get the greatest, the best, the optimum, balance in our trade arrangements in the future? If we disclose exports, why not disclose imports?
§ Mr. Barber
I have no doubt that an Amendment—perhaps a probing Amendment—to that effect will be put down in Committee, but I doubt whether my hon. Friend will ever get a satisfactory 383 answer. If the Board of Trade wants this information, by all means let it be supplied to the Government, but on a confidential basis?
On 21st February, last year, I elaborated our objections to this proposal, and I do not intend to repeat them today. We shall certainly return to this provision in Committee.
In answer to the point which the right hon. Gentleman made about this proposal when he moved the Second Reading, if he really thinks that the publication of these export figures by various companies will really be an incentive to companies to increase their exports, then he has not the remotest idea of what makes industry tick. That is why my hon. Friend is perfectly correct in pointing out that not only is this proposal misleading and dangerous, but it is also abortive.
§ Mr. Temple
Perhaps the President of the Board of Trade requires this information in order to help his right hon. Friend the Prime Minister to prepare a future Honours List.
§ Mr. Barber
That is always a possibility. Finally, regarding disclosure, I want to comment on the requirement to disclose charitable and political contributions.
When the Second Reading of the previous Company's Bill was debated last year, the significance to the Government of this proposal, which was then limited to political contributions, was apparent from the extraordinary fact that the Minister of State, in opening the debate, spent almost half his speech in dealing with this particular Clause. I can dismiss it with a couple of sentences. The new provision for the disclosure of charitable contributions and the provision for the disclosure of political contributions are both mean and irrelevant—[Laughter.]—and they will make no contribution—I hope hon. Members will laugh at this—to an increase in industrial production which, under the Labour Government, has now fallen back to the same level as October, 1964. Those are the latest figures.
That is the only comment I make on these provisions. I have no doubt there will be many Amendments moved in Committee to deal with the position of 384 charities which may well be affected by these Clauses.
I turn now to one important change made in the Bill in another place, namely, the inclusion of provisions permitting the introduction of no par value shares. I was bitterly disappointed when this afternoon the right hon. Gentlemen rose and said that he would take out of the Bill these provisions which are universally desired throughout industry, finance and commerce. Indeed, every argument of logic and common sense must lead anyone to the conclusion that shares of no par value should be permitted.
We should be indebted to my noble Friend, Lord Eccles, for his persistence and ingenuity in another place in moving this Amendment. The introduction of shares of no par value would certainly add to the clarity and accuracy of company accounts and would avoid the present nonsense of declaring dividends as a percentage of nominal value which bears no relation to reality.
There is everything to be said for the introduction of shares of no par value, and, indeed, the Minister of State in another place said that he personally—and, after all, he has had some experience of business—found the proposal acceptable. The President of the Board of Trade's attitude really is incredible since, as the Bill comes to us from another place, these provisions are incorporated in it. If the right hon. Gentleman cannot get his advisers, and, in particular, his Parliamentary draftsmen, to knock them into proper legal shape and to include these provisions in the Bill—provisions which I believe would be almost universally accepted—then I can assure him that when he moves his Amendment in Committee to delete these provisions, it will be bitterly resisted by my hon. Friends.
The Bill, when it started in another place, was a better Bill than that which was introduced in February last year and which lapsed with the General Election. It is all the better for the scrutiny and the Amendments which have been made in another place. I hope the House will join with me in paying a tribute to the work of another place in making our task in this House all the easier.
When this matter was last debated in the House a year ago, there were complaints that various matters had not been 385 covered, such as directors share dealings, the position which arises where directors have an interest in contracts entered into by their company, and so on. Many of these matters are now covered and they will require careful consideration in Committee. There are, of course, still many omissions, and it would take me a long time to detail them.
We are told that we are to have a second Companies Bill during the lifetime of this Parliament. We shall believe that when we see it. However, we have already been given a hint of what is in the Government's mind. The right hon. Gentleman this afternoon issued an open invitation to both sides of the House to suggest what might be included in the second Companies Bill. It was quite significant that during the Second Reading in another place the Lord Chancellor saidThe Government will hope to be able to deal in the other Bill with the question of the protection of minorities …. as the success or failure of a company naturally depends so much on those who work for the company, the employees—of whether they ought not to have a more settled place or places on the board of directors of the company by which they are employed than English law allows them now"—[OFFICIAL REPORT, House of Lords, 22nd November, 1966; Vol. 278, c. 136.]But, of course, there is nothing whatever in the law at present—and I am dealing with the law at the moment—to prevent an employee from being elected to the board of directors. I am now coming to the point of substance [An HON. MEMBER: "The Lord Chancellor is a lawyer."] The Lord Chancellor is supposed to be a lawyer. There is nothing in the law to prevent this at the moment. I put it to the right hon. Gentleman and his colleagues that if the Government are thinking of making it a legal reqirement that representatives of trade unions should sit on the board of directors, I would, since the right hon. Gentleman has invited us to give our views, quote the words of a very respected trade unionist, Mr. Leslie Cannon, the General President of the Electrical Trades Union. It is useful to get this on the record so that before the next Bill comes along this aspect can also be considered. It clearly runs counter to what hon. Members opposite seem to want and what, apparently, the Lord Chancellor had in mind. Mr. Cannon said: 386They"—that is, the unions—certainly want to be involved in discussions to increase the efficiency of the enterprise in which, after all, they have to earn a living and to feel part of the complete scheme of things. A line must be drawn at their participation in management. It is my view that little can be gained by such participation. If trade union representatives are in control of an undertaking they will require, quite properly, to take into consideration the views of other interests in the process of decision making. They will, in other words, be acting as managers and no longer as trade unionists. If, however, they are in a minority they will have no control over decision making and there is a danger that due to their participation in decision making they might be inhibited in the use of their countervailing force as trade unionists. The likelihood is that they would receive the odium of being obstructionists from their management colleagues and the odium of being collaborators from their trade union colleagues.I thought it right to quote these words to the House in the light of the hint given by the Lord Chancellor which may reflect the thinking of right hon. and hon. Members opposite. No one should lightly disregard the view expressed by Mr. Cannon.
I have deliberately concentrated on those issues on which there have been, or still are, differences of opinion between the Government and the Opposition, but taking the Bill as a whole we in the Opposition welcome it and we shall do our best in a constructive manner to improve it in Committee.
§ 5.22 p.m.
§ Mr. Ben Ford (Bradford, North)
I wish to draw attention to Clause 13. It has not been mentioned by either Front Bench speaker. It was mentioned very airily in passing by the Lord Chancellor in another place during the Second Reading debate. It is quite important to a large number of people who are in business on their own account. It deals with the qualifications of auditors.
The Explanatory Memorandum states:Clause 13 allows the Board of Trade to authorise a person, who was on 3rd November, 1966, auditor of an exempt private company and had for the previous twelve months been in practice as an accountant on his own account, to be auditor of companies of the class mentioned in subsection (1). The Clause also permits a person, who is auditor of an exempt private company but who as a consequence of the abolition of that status would not otherwise be qualified, to continue as auditor of the company for a limited period.This refers to the transitional arrangements mentioned in the Jenkins Report. 387 The nub of the matter is this. The Board of Trade will no longer be able to authorise a person to be auditor of a company simply because he practised as an accountant before 6th August, 1947.
In pursuing this Clause, the Government are in danger of throwing out the baby with the bath water. I think that we would all agree that it is not desirable for auditors to be members of or associated with companies for which they are carrying out the auditing, but there are a number of associations of auditors which hold examinations which, in some cases, they maintain are comparable with the examinations held by the chartered institutes which are not recognised by the Board of Trade under Section 161(1) of the Companies Act, 1948.
Putting my case in a nutshell, to put this provision in the Bill is the back-door way of trying to squeeze out the small man. We heard something about the small man during a recent debate on a Private Member's Motion. The President of the Board of Trade is advised by his Department and his Department is advised on accountancy matters by a committee upon which are representatives of the chartered institutions and nobody else. Therefore, one perhaps could be forgiven for assuming that the advice of that committee would tend to be slightly biassed.
I suggest to the President of the Board of Trade that he might reconsider his attitude to certain of the non-recognised bodies under Section 161(1) of the Companies Act, 1948, or he might consider including, under the present qualifications in the Bill, the possibility of recognising accountants who are members of bodies which were in being prior to 1935. Such bodies, at least one of which I have knowledge, have been holding their own internal examinations for many years. At present non-qualified people are not admitted, and this was possibly the case post-war.
I urge the President of the Board of Trade to give thought to these matters. Perhaps we shall have the opportunity to discuss them with him. I am making only a short intervention, but if necessary I would be tempted to debate the matter at length.
§ Mr. John Hall
Would the hon. Gentleman agree that members of highly 388 reputable bodies such as the Chartered Institute of Secretaries are also caught by Clause 13?
§ 5.28 p.m.
§ Sir John Vaughan-Morgan (Reigate)
The hon. Member for Bradford, North (Mr. Ford) will forgive me if I do not follow his argument in detail. He made a very cogent speech which was commendably short. I think that the whole House would agree with him. If he is condemned to servitude on the Committee, we shall probably be so won over by his eloquence that we shall join him, if necessary, in voting against the Government.
The President of the Board of Trade introduced the Bill with a very happy speech—a happier occasion than last year's when he was ill. We could almost certainly have begun the proceedings today by singing "Happy Birthday" to the Bill so much improved on last year's version. The prime object of the previous Bill was to introduce the Clause about political contributions. This year's Bill has been made more respectable by the addition of the cloak of charity. It is typical of the priorities of the party opposite: politics first and charity second.
There are some other rather odd omissions from the Bill and I deeply regret that the President of the Board of Trade has not found it possible to include some of them. One rather craven omission is the tackling of the whole problem of non-voting shares. This is a matter on which the Jenkins Committee deliberated and on which there has subsequently been very much talk and such action in certain quarters. Today, we might at least have had some views from the President about his line of thought in this matter.
There are other matters, which I should have thought could be included without great difficulty, in which company legislation lags behind the demands of the Stock Exchange Council. I do not want to elaborate too much because I know that many hon. Members wish to speak. I deeply regret, however, that 389 the right hon. Gentleman has told us that he will move to delete the Clause about the no-par-value shares. One of the cheering things about the debate in another place and about our debate last year was that some hon. Members opposite were beginning to see this as a reasonable and sensible proposal, and only an old-fashioned socialist prejudice inhibits them now.
The other matter which I regret the President did not deal with and which many people must have in mind is the machinery for the policing of companies. We all know that the Board of Trade is always about three scandals behind and it is the recent spate of insurance scandals that has hastened the Bill. We know that the Companies Department is understaffed and overworked and that legislation is cumbersome and always trying to catch up. In view of all that has been said, however, we might have had more from the President about this.
The Board of Trade—this is not a party matter; it is true—is always locking the door not only after the horse has escaped, but in some cases after it has died from exposure in the public Press. I hoped that the President might indicate to us that he was beginning to consider whether the time was not coming when we should not see whether the American model of the Securities and Exchange Commission might not be more suited to our need, than the Board of Trade. I am not arguing the case one way or the other—I do not know enough about it—but I have been impressed by the more positive and speedy action that the S.E.C. in America can take, and I am disappointed that the President had nothing to say today.
The Board of Trade has most of the powers of the S.E.C. except, I understand, the right to subpoena, but it operates under ministerial aegis and is responsible to Parliament, as, in a sense, the S.E.C. is responsible in the long run to Congress. I think, however, that the fact of ministerial responsibility inhibits some of the actions that might have been taken in some cases.
As both Front-Bench speakers have pointed out, the main purpose of the Bill is greater disclosure, and rightly so. We live in an age when frankness is all, and we are enthusiasts for the disclosure of other people's affairs. There is no doubt that in the case of quoted com- 390 panies, shareholders and the institutions which are now the largest shareholders are supine and not nearly active enough in keeping the boards of directors up to the mark. We all owe a great debt to the financial Press, which does some of the work which shareholders might do for themselves.
I certainly favour greater disclosure for quoted companies, and also for unquoted companies where there is no reason for exemption if they are large and established. I must, however, add my plea to that of my right hon. Friend the Member for Altrincham and Sale (Mr. Barber) that there should be an exception for the small and budding business when disclosure might give a competitor, foreign or home-grown, unfair and unreciprocated advantages. Of course, the public interest demands in the main greater disclosure, but it must be seen to be in the public interest and proved not to damage irreparably other partial interests.
The President of the Board of Trade rehearsed his arguments twice over. He told us—this was his only argument—that limited liability is a privilege, and that is perfectly true. What he did not say was whether, over the enormous field of 300,000 or 400,000 companies, that privilege had in the main been abused. The right hon. Gentleman is seeking to withdraw a privilege which has not been abused by the vast majority of companies for an undisclosed reason, a privilege which cannot in any way damage the public interest. The onus is still on the right hon. Gentleman to show a better reason than that for altering this law.
It is no answer to say that these companies can be unlimited or partnerships. We all know of the many cases where there are sleeping partners who merit the protection of limited liability and where the company cannot operate as a partnership. If these pleas fall on deaf ears, I refer the President to the remarks made in the debate a year ago by the hon. Member for Stepney (Mr. Shore), who has now disappeared into the limbo of the Government and has become Joint Under-Secretary of State of the Department of Economic Affairs. The hon. Member gave what I regarded as an excellent argument. He said:no one should imagine that this will not be an immense clerical job.391 The hon. Member added later thatsomeone has to register and collate all this information."—[OFFICIAL REPORT, 21st February, 1966; Vol. 725, c. 63.]If this task will require a bigger and better bureaucracy, there must surely be far more worthwhile tasks in this field that it could carry out.
I was delighted to hear the hon. Member for Kingston upon Hull, North (Mr. McNamara) suggest that exemption should be given on a certain basis. For my part, this would meet most of the difficulties. We all have different ideas, and I am not impressed at this stage by the argument that it is administratively impossible. It should be perfectly possible to fix a limit when the net tangible assets were below a certain sum or the annual turnover was below a certain figure. Such companies should have exemption, not from filing their accounts, but from disclosure of turnover and directors' emoluments.
If it is impossible to have that exemption, I suggest that the Board of Trade should operate a separate register and that the President could authorise companies on application to be included in that register rather than in the public register. There must be many ways in which it could be done and it cannot be entirely beyond the imagination of the Board of Trade to find a solution to this problem. Otherwise we shall finally kill off some valuable family businesses and stifle great corporations in embryo at a stage when they are "viable but not quotable". Apart from that, I am all in favour of disclosure.
I find it rather oddly squeamish that the President of the Board of Trade is still not as far advanced as the Americans and that salaries are to be quoted in "bands". If we get as far as that, I see no reason why names should not be given. Anybody will be able to work them out by comparing one year's annual report with another.
The proposals concerning export figures, however, are the most ridiculous of the lot. For what purpose are they to be disclosed? To help the creditors? Will the President of the Board of Trade or the Exports Councils spend time going through the files of companies to see whom they should chase to export more? Is it to help foreign competitors? It 392 would be most useful to my own company to know of our foreign competitors' experience. If companies wish to boast of their exports, they can do so. Nothing sounds better than for the chairman or managing director to say how many countries he has visited in the company's interest, but he is wise not to be too specfic when it comes to details.
This stems from the curious theory of the present Government that exports are always good and imports are bad. But there should be provision for the exemption from such disclosure of some firms and groups of firms, particularly those in the capital goods business, where these details can be extremely damaging.
I find all this slightly odd. As the President of the Board of Trade and I both know, in his constituency there is a large factory making carbon brushes, and about 45 to 50 per cent. of its production is exported. I am never certain why it is virtuous to ship carbon brushes abroad to be included in Volvos or Volkswagens which are brought back to this country, but wrong to send them to Coventry to be included in motor cars which are then sent to the American market. The whole idea is completely "cracked" and based on a curious sense of values.
And now, we are promised yet another Companies Bill in the lifetime of this Parliament. The right hon. Gentleman says that such a Bill will deal with the whole philosophy of the Company. I dread such a Bill. Its philosophy will be false, its politics worse and, judging from recent trends in taxation, its economics will be disastrous.
There is only one fundamental philosophy needed for companies, and it is high time that someone said it and that it was realised. It is to earn the highest return on its assets. That, incidentally produces in the long run the best employers and is best for the consumer. However, I fear that we shall have woolly phraseology woven into the text of the Bill about "social accountability", which somehow is never applied to the large nationalised corporations but only to private businesses. It is monopoly, not profit, which is the ugly word; and it is still monopoly, whether it is public or private.
I dread such a Bill, drafted by men who do not believe in private enterprise and who deride profit-making.
§ 5.42 p.m.
§ Mr. Brian Parkyn (Bedford)
This Bill does not fill our bellies with fire, it will not change the basic structure of our industrial society. It is not revolutionary. It is hardly controversial, and I am surprised at some of the arguments which have been advanced by hon. Members opposite. Even Clause 18, relating to the declaration of donations for political and charitable purposes, only brings companies into line with trades unions and co-operative societies.
It is true that the Bill contains many necessary reforms of the 1948 Companies Act, but it follows fairly broadly the recommendations of the Jenkins Committee on Company Law, and might have been brought to the House by right hon. and hon. Gentlemen opposite at any time after May, 1962, when its Report was published.
Following on the remarks made by the hon. Member for Reigate (Sir J. Vaughan-Morgan), there is a great deal of substance in the problem of the declaration of information concerning exports. That is the only part of the Bill where there are practical difficulties, where there could be real dangers for certain firms, where it might be necessary to have certain provisions for contracting out of the obligation since it could provide a good deal of useful information in certain countries and where, inevitably, one has the problem of firms which do not export goods but know-how under licence agreements which most firms would regard as a form of invisible exports. There are tremendous problems, and it is a matter which merits careful consideration.
To get back to the Bill, it is a timorous reform, and I hope that soon, as the President of the Board of Trade has indicated, we may have a Companies Bill which will transform the relationship between the four essential elements which go together to make an industrial enterprise. Those are the shareholders or owners, the customers of the enterprise, the community at large and, of course, the employees.
This Bill and much of the earlier legislation dealing with companies has been concerned with the obligation of a company to its owners or shareholders. In a society where we have still largely a market structure, the obligations of a 394 company to its customers are discharged by supplying the right product or service at the right price. Provided that a free market is maintained by adequate monopoly legislation, a company will not sell its products for long if the price and quality are not right. In other words, it is self-regulating.
The obligations of a company to the community at large, which is the third main element which goes to make up an industrial enterprise, are covered by the various Factories Acts, by the alkali legislation, and by those provisions in this Bill such as Clauses 17 and 19 which require more detailed information to be provided on turnover, types of business, and so forth.
I come, then, to the obligations of a company to its employees. I am not just referring to conditions of work, rates of pay, or bonus schemes, but to the real obligations of a company to its employees.
No company can make profit without owners, without customers and without workers. I have been associated for many years with a chemical company, Scott Bader and Company Ltd., which owns itself entirely. However, because of the present company law, we cannot directly own ourselves, and so we have a holding company, Scott Bader Commonwealth, which owns the share capital of the trading company. Each employee is an equal member of the holding company and, in that way, he helps control the trading company and the directors of the trading company. My hon. Friend the Member for Bilston (Mr. Robert Edwards) is also associated with the enterprise, being a trustee of Scott Bader Commonwealth Limited.
The information which the directors report to their owners—the employees—is considerably more comprehensive than that required by the Bill. The directors are subject to a good deal of questioning and examination by the owners, and, because the owners are also employees, the questioning is always well-informed and often, though not always, constructive.
It is not a large industrial enterprise, but, with a turnover running into several million £s, it is large enough now to indicate that direct worker participation in management and ownership works.
395 I should like to add a point here. It is that one should not believe that one will have success and bring workers and management together merely by electing directors to a board. Experience in Germany has shown that that kind of thing does not work. The right hon. Member for Altrincham and Sale (Mr. Barber) made that point very strongly during his speech, and I support what he said.
I am coming to the view increasingly that there is a great deal to be said for having a non-executive board of directors. In the old days, when one had non-executive directors, who probably wore their top hats and did not really know what the company was doing, they did not confuse their jobs as directors with those of managers and executives in the company.
A great deal of trouble is caused nowadays by people who are directors and also managers confusing the two responsibilities, and I believe that there must be much more worker participation in organisations. I believe in the common ownership of the means of production, distribution, and exchange, and we must work towards this end. I do not believe that we shall achieve what we want by assuming that by taking directors from trade unionists we will overcome this problem.
One naturally looks at the Bill to see whether it is pointing in the direction of the common ownership of the means of production, distribution and exchange, or at least whether it is vaguely pointing in that direction. I think that it is pointing in the right direction, just. It is a good Bill, with the exception perhaps of the question of exports which I mentioned earlier. It is good as far as it goes, but, like the little girl licking her third ice cream, it does not go far enough. Why should not the full accounts and balance sheet and detailed, unabridged, unbowdlerised directors' report now required by Part I be available to each employee, in addition to the shareholders, the Board of Trade, and the Inland Revenue? I am all for exposing as much as possible of company affairs to break down the embarrassing feelings which exist between both sides of industry. They probably arise because 396 both sides of industry become suspicious due to a lack of knowledge.
My argument for doing this is not based on political theology—I am not a fundamentalist in any sense of the word—but, on the changing nature of industrial enterprises since the limited liability company was invented about 100 years ago. There have been two principal changes in this time. First, and this has already been touched on by an earlier speaker, the enormously wealthy private investor, often willing to take considerable personal risks with his capital, has been largely replaced by insurance companies, unit trusts, and other forms of institutionalised capital investors—in general unprepared to take commercial risks on the scale of the mid-nineteenth century capitalist.
Secondly, the investment in an industrial enterprise nowadays by employees of their skill and experience, both in management and on the shop floor, is a far greater factor in the success of the company than it was 100 years ago. For these reasons I believe that the Bill should make it mandatory for all employees to be given annually a full copy of the balance sheet and directors' report of the company of which they are a part, just as much a part as the shareholders of the company.
§ Mr. John Hall
We are very interested in what the hon. Gentleman is saying, and I think that some of his ideas would command support on this side of the House, but, with regard to his proposal that it should be made mandatory to issue a copy of the full balance sheet and directors' report to every employee, would not he agree that it would be necessary to explain it very fully, perhaps even by running a course on how to read and understand balance sheets, otherwise many people would arrive at the wrong conclusion?
§ Mr. Parkyn
That is an important point. There is no doubt that amongst many workers there are people who know how to read balance sheets, but we have found in our company that an explanation of certain aspects of the balance sheet is necessary, and this needs to be a two-way discussion so that questions can be asked and answered, perhaps by the company secretary or someone like that. 397 During the Second Reading of the Bill in another place last November the Lord Chancellor said that it was the intention of the Government to introduce a further Companies Bill in the lifetime of this Parliament. I was delighted to hear what my right hon. Friend the President of the Board of Trade said a short time ago, which indicated that perhaps even during this Second Reading debate we might consider a little further where this is all going. This is good news and I hope that when the Government consider this further legislation—and it is highly overdue—they will realise that the Jenkins Committee was far too restricted in its terms of reference really to run over the whole gamut of the relationship between workers, directors, shareholders, customers, suppliers, and the community at large. I hope that the Government will frame their new legislation around the Socialist principle of worker participation in management and common ownership.
§ 5.56 p.m.
§ Mr. Anthony Grant (Harrow, Central)
In his enthusiasm I thought that I was going to follow the hon. Member for Heywood and Royton (Mr. Barnett). I was prepared to say, "It was always a pleasure to follow the hon. Gentleman", because he is about the only Member on the Government side who knows anything about the subject of company law, but since I have listened to the interesting speech of the hon. Member for Bedford (Mr. Brian Parkyn) I am pleased to say that this is a red, or blue, letter day, for there is yet one more Member on the benches opposite who knows something about this subject and takes an interest in it.
We listened to the hon. Gentleman's speech with great interest. It is obvious that he is enthusiastic about the arguments he advanced, and I share his views about encouraging share ownership. I was interested in the experience in his company. My only reservation is that perhaps it is better to encourage employees to spread their investments, rather than put all their eggs in one basket.
I was glad that the hon. Gentleman reiterated the point made by my right hon. Friend the Member for Altrincham and Sale (Mr. Barber) on the question of directors of boards being compulsorily made up in part by trade unionists or 398 employees. I think that if one goes into the realm of future philosophy, as the President of the Board of Trade invited us to do, this may be very tempting, particularly to hon. Gentlemen opposite, but I think that it can be scotched by quoting the remarks made at a recent conference, which follow the line of thinking of the hon. Gentleman and of my right hon. Friend.
Referring to the participation of workers as directors on the boards of companies, the speaker said:It is not possible to believe that any worker director in a company … would be content with anything less than the maximum wages obtainable from that particular company, without any sort of regard to the general wage levels available for those skills in other comparable companies.Precisely the same considerations would apply if there were consumer directors compulsory on the boards of companies. They would be concerned solely with the question of price, and between these two the directors would fail in the duty which they have to maximise the profits of a company. The person who said those wise words was none other than the hon. Member for Manchester, Cheetham (Mr. Harold Lever), who now adorns the Treasury Bench as a Minister, and I commend them to anybody who is minded to follow this line.
The limited liability system is, of course, the basis of a free capitalist economy, and that it should work efficiently and honestly is vital to the economic health of the nation. It is wrong to regard it, as some do, as an occult, faintly dishonourable, device manipulated for the benefit of sharp financiers in the City of London, because everyone in the country—be they company directors, shareholders, workers or consumers—is affected by company law and this Bill, and it is in this context that we should judge the Bill.
The purpose of company law should be to provide a framework and wide boundaries within which individuals and entrepreneurs can combine to develop their skill and energy freely. It should also encourage the spread of ownership and investment throughout the community. A wide disclosure of company activities is obviously necessary if an increasing number of the public are to be persuaded to invest surplus earnings and 399 savings in capital, and, in so far as the Bill deals with greater disclosure of company affairs I welcome it. In so far as it fails miserably to deal with many outstanding and overdue reforms necessary to make company law relevant to the 20th century, many of them recommended by Jenkins more than five years ago, I regret it. To the extent that the Government are using the Bill as a sort of packhorse on which to load a pretty mean piece of party political spite, I utterly condemn it.
But, like the curate's egg, the Bill is undoubtedly good in parts. I support the provisions concerning insurance companies. These are welcomed by Lloyds and the City of London generally. The standards set down in the Bill are already freely provided by all reputable insurance companies. It is right that these provisions should be in the Bill, because it is State compulsion which places people under an obligation to engage in insurance. I also welcome the provisions of Clause 91, concerning the repeal of the Money-lenders Act. A new definition of moneylenders is long overdue. Many reputable finance companies and hire-purchase companies have found this to be inhibiting recently.
There is one point about which I am anxious, and which I hope one of the Ministers will consider. As the law stands, it is possible for a debtor who has borrowed money from a reputable finance house or hire-purchase company, in a normal transaction, to avoid repayment by pleading the Money-lenders Act. This has been happening recently. If the Bill becomes law the provisions of Clause 90 lay down that the Board of Trade can, from such date as it may specify, exclude a company which it is satisfied is a bona fide finance company from the rigours of the Money-lenders Act.
If litigation is pending before the Bill becomes law, will the provisions be backdated so as to avoid serious damage, running into millions of pounds, being done to this section of the market, through defaulting debtors avoiding their obligations by pleading the Money-lenders Act? I hope that the Minister will consider that point, if not now, at any rate in winding up, and certainly in Committee. I hope that he will also consider the point raised in another place concerning marine mortgage companies.
400 I also welcome the provision extending the limitation on partnerships, which is wholly in line with the recommendations of the Jenkins Committee. It is quite absurd to put an artificial limitation on partnerships. I hope that the little chink in the door provided by Clause 41(2), which enables the Board of Trade to allow other bodies through, by Statutory Instrument or Regulations, will enable that splendid institution, the Investment Club movement whose aims I always seek to advance, to get through the door and become lawful without having to form a limited company.
The Bill contains many sins of commission and omission. The sins of commission have been dealt with already. The need to disclose particulars of exports is little more than bureaucracy gone mad, and Nosy Parkerism in the extreme. I cannot see that it can fulfil any useful function.
I violently oppose the provision relating to the exemption of private companies. This is absolute nonsense. I have had many representations on this subject. If I set up in business as a grocer in the High Street and decide to make myself into a limited company, what business is it of anybody else, let alone my competitors down the road, what my accounts and balance sheets may look like? What business have they to know what I pay myself or my wife, who is on the board with me? It is no business of anybody else. It was condemned by the Joint Under-Secretary for the Department of Economic Affairs, the hon. Member for Manchester, Cheetham (Mr. Harold Lever), at the conference to which I have referred.
The hon. Member for Kingston upon Hull, North (Mr. McNamara) asked whether there is some sort of limit. A formula could be found to exclude small family companies. One suggestion is that we should exclude from these provisions those companies of which the owners and directors are the same people. I can see no reason why they should not be exempt.
The other error of commission concerns the disclosure of income. At best, this is pointless and at worst it is nosey parkerism of the worst sort. It will encourage the switching of executives. There will be a temptation to lure an 401 executive from one company to another. Also, if it is intended merely, by some vague powers of stupid public opinion, to keep the income of directors down, it will lower the standards of company leadership, to the detriment of shareholders and business as a whole.
The omissions are more numerous than the errors of commission. We are told that there is to be another Bill, and we look forward to it. I hope that when we discuss it we shall be able to dilate on the deep philosophical matters referred to by the President of the Board of Trade. But I should like to know why some smaller and more immediate reforms cannot be included in this Bill. It is all very well for hon. Members opposite to complain that nothing was done when my party was in office. As was made clear in another place, plans were made and a Bill was in draft in the summer of 1964, two years after the Jenkins Report, and, but for the General Election, it would have been brought before the House.
The Government have had three years to bring forward a Bill and more than that to think about it. They have now brought forward this half-hearted Bill. If they could not bring forward a proper Bill, I regret that they could not have included in this Bill provisions dealing with non-voting shares, which are generally criticised in the City. I know that there are views that non-voting shares, or A shares, should be allowed, and that they have enabled certain companies, such as Marks and Spencers, to develop. But there is a very good argument for saying that these shares should be labelled as such and not described as A shares or something else. Provisions on these lines could have been included in this Bill.
I also bitterly regret the Government's decision to throw out the provision allowing no par value shares. Another place decided that this should go in, and the Jenkins Report was in favour. Every conceivable informed opinion in the City or elsewhere has argued that no par value shares should be allowed, yet, for reasons which to me are totally obscure, the Government dig their toes in. We shall return to this subject in Committee.
I regret that not more has been done to deal with the serious cases of fraud and company manipulation which have 402 taken place in recent years. Some of the cases of fraud of defalcation make robberies like the mail train robbery seem like peanuts, but they do not get the same publicity. The Fraud Squad is grossly overworked. I understand that unless the amount of fraud is at least £100,000 only a sergeant deals with it. This has caused great concern in the City and among the investing public.
I am not sure what the solution is—whether the Board of Trade should have more powers, or should be able to operate more quickly. Certainly it operates remarkably slowly at present. What happens is that somebody gets board room control, with a large, inert mass of shareholders, and then salts off his money into either existent or nonexistent companies in Lichtenstein, or Switzerland, or similar places, and then vanishes. Two years later, the Board of Trade considers whether it dare have some sort of inquiry into this company, for fear of a run on the Stock Exchange. I do not know the answer, but something is clearly wrong. Perhaps the Board of Trade needs more powers, or perhaps there should be a city "watchdog" body to move in more quickly and perhaps with less dangerous publicity than the Board of Trade. This should be dealt with now rather than in the future.
Many more people lose money through directors' negligence than through downright fraud. The Government give too little attention to the rights of minority shareholders in such cases. There are far too many errors of commission and omission to enable me to praise the Bill. It stems largely from the inherent suspicion of companies of hon. Members opposite. They have a tendency to regard companies as enemies to be interfered with and restrained, but the Government should realise, despite their doctrinaire supporters, that we depend for our existence on a free enterprise system of which the limited liability company is an integral part. This is a half-hearted Measure—one tinge, nevertheless, of the acid. If we cannot remove some of the prejudices opposite in Committee, we may be able to enlighten their ignorance.
§ 6.12 p.m.
§ Mr. David Marquand (Ashfield)
I welcome the Bill, but what I welcomed most was my right hon. Friend's assurance that he would bring in a much more 403 fundamental reform in the lifetime of this Parliament. I take up his invitation to speculate on the issues with which a further reform of company law ought to be concerned. The right hon. Member for Altrincham and Sale (Mr. Barber) rightly said that modern company law should be concerned not just with the interests of the shareholders but with the contribution of the company to the economic efficiency of the whole community. This is right, but I think we should go further, and think also of the social rôle of the company.
The 19th century laissez-faire system, the ghost of which still seems to linger in the subconscious of hon. Gentlemen opposite, assumed that the best allocation of economic resources would result from the working of free competition. If there were free competition, it was thought, the inefficient would be destroyed. Those that destroyed them would be those best fitted to survive. But, as we all know, when we are not being ideologues but we are looking at the real world, this is not how the capitalist system in any of the Western developed countries works today. We have had the growth of what economists call "imperfect competition"—the development of giant firms which can "rig the market". So the laws of unrestrained laissez-faire capitalism no longer work in large parts of the private sector.
This is why it is necessary, to achieve the optimum allocation of resources, for the Government to intervene in many ways. This is why we have set up "Little Neddies" and the I.R.C. and this is why the encouragement of economic efficiency should be one of the criteria which should govern the next reform of company law. In addition, we should recognise that the modern private company is a massive aglomeration of social power and that its activities have repercussions on people's lives to such a degree that we cannot simply allow its activities to be regulated by economic considerations alone——
Mr. Gresham Cooke
When the hon. Member talks about a private company, is he talking about an exempt private company or one publicly quoted on the Stock Exchange?
§ Mr. Marquand
I am sorry—I meant the privately owned company, as opposed to the public corporation——
§ Mr. Marquand
Yes, I mean big, privately-owned companies.
As the Government recognise, I think, the present Companies Bill does not, and is not designed to, go very far to meet either of the two general principles which I have set out. The next instalment of company law reform should try to do both of these things. It ought particularly to concentrate on the company's responsibility to its employees.
There are all sorts of obvious dangers in the idea of direct election of worker representatives to boards of directors. The difficulty is that such representatives would either be "captured" by their fellow directors and try to promote the economic well-being of the company, in which case their relationship with their worker "constituency" would be somewhat confused and difficult; or they would still retain their primary loyalty to the people who elected them, in which case their economic contribution might be of little value.
This conflict, which would inevitably be created, between these two responsibilities makes a proposal for directly elected workers' representatives one to be carefully considered. What the next reform could do, however, is to make mandatory throughout the private sector the practices of the best parts of it in regard to consultation between management and workers. This is the right area to consider, rather than direct formal, elected participation in the boards of directors.
I turn now to Clauses 6 and 8, which deal with the disclosure of directors' emoluments and those of high-paid executives. We have heard a lot today—and I have the depressing feeling that we shall hear a lot more—about the appalling suffering and hardship of the grocery store owner with a little shop in the High Street and the iniquitous practices of the Government towards him. I do not believe that it would be difficult to devise an exemption to safeguard the smallest family firms from disclosing these statistics. However, it is absolutely vital to ensure that the larger companies, whose shares are not quoted on the Stock Exchange, disclose their figures in this matter.
405 The argument in favour of very full disclosure—not just the disclosure of directors' emoluments but also the pay of top executives—is very strong. One hon. Gentleman opposite asked why the Government were taking this action. He called it "Nosy Parkerism" and said that it would serve no useful purpose. That is rubbish. This provision will serve two extremely important functions. There is absolutely no doubt that at present there is a shortage of basic information in this sphere. We do not know the details of the structure of managerial rewards in private industry. What evidence exists suggests that the structure is a haphazard one and is arbitrary and illogical.
§ Sir G. Nabarro
Even if all this information were available, what would the hon. Gentleman do with it? I suggest that even if he had it he would not know what to do with it, and that even if he had it the information would be purposeless. A vast mass of information and statistics about what 400,000 little businesses are doing—what is paid to their partners or directors—would be useless to the hon. Gentleman.
§ Mr. Marquand
I do not agree. The mere publication of the information would itself help to make the system more rational and logical because people would become aware of how extraordinarily illogical and arbitrary the present arrangement is.
§ Mr. John Hallrose——
§ Mr. Marquand
I do not wish to detain the House, and if I keep giving way my speech will become inordinately long.
Hon. Gentlemen opposite frequently claim that managers are underpaid. None of my hon. Friends is arguing in favour of a policy deliberately to underpay managers. We are aware of the scarcity of highly-skilled managerial talent and, in these circumstances, it is sensible for managers to know just what is the market rate for the job. Hon. Gentlemen opposite keep talking about the need to pay the rate for the job, but what is the rate? What rate should directors receive? Should they receive the rate paid 406 by I.C.I. or the very much smaller rate paid by some other big firms? If this information were disclosed, the mere fact that it was available would help these people to know where they stand, and it would make the whole situation more rational.
§ Mr. Hallrose——
§ Mr. Marquand
No. I trust that hon. Gentlemen opposite will allow me to complete at least one part of my argument without interruption.
The second reason why it is important that the fullest possible information should be made available is the assistance it will give to the Government's incomes policy. There is continuous pressure in the public sector for salary increases as a result of the magnetic attraction of what are perhaps wrongly believed to be the high and inflated salaries paid in the private sector. One sees this clearly in the Civil Service and in the pay award made to doctors last year.
People working in the public sector believe that very high rewards can be earned in the private sector by people with similar skills and education to their own. There is, therefore, a natural pressure for the levels of pay in the public sector to be raised to a comparable standard. This has been one of the weakest spots in the Government's incomes policy. Since we have not known what is going on in the private sector we have not been able to take appropriate action to prevent excessive increases in the rates of emoluments in that sector from taking place. Thus we have been unable to damp down the pressure for equivalent increases in the public sector.
I am not saying that if this information becomes available it will necessarily follow that any action will be taken. Maybe there is no very rapid rise going on in the rate of increase in rewards in the private sector. We do not know because the evidence either way does not exist. If it did exist, it would at least be possible to frame a rational policy in this matter. We cannot begin to operate a successful incomes policy unless it is made to apply not simply to wages but to earnings generally, including very high earnings. But we cannot begin to solve our basic economic problems unless we 407 have a successful incomes policy. I therefore welcome this part of the Bill, because it will help to extend the incomes policy to the whole sphere of salaries and total emoluments, and because an extension of that kind is essential for the success of the policy.
§ 6.28 p.m.
§ Mr. Rafton Pounder (Belfast, South)
There is much to commend in the Bill, but I will not occupy the time of the House by reiterating any of the arguments adduced by my hon. Friends. Instead, I wish to direct the attention of the Government to a problem to which reference has not been made in this debate.
For some time a new and, in my view, deplorable condition has been appearing on a growing number of share issue application forms. The growing practice to which I refer is that in an ever-increasing number of offers for sale to the public, a condition is being imposed which requires that the cheques in support of applications must be drawn on banks within Great Britain, as distinct from the United Kingdom. The result has been to debar those applicants, like myself, whose cheques are drawn on Northern Ireland banks. [Interruption.]
§ Mr. Pounder
This is tantamount to a very unsavoury form of financial discrimination. It was first brought to my attention about 12 months ago and I immediately wrote to the Government. Since then there has been a considerable increase in the number of share issues which have discriminated against Northern Ireland applicants and the situation has reached the point when this form of discrimination is almost the general rule.
In recent months my hon. Friend the Member for Belfast, North (Mr. Stratton Mills) and I have been compiling a list of the more glaring instances. Regrettably, hitherto the whole question of responsibility—certainly from the point of view of Departmental responsibility—for share issues has fallen into a kind of administrative no-man's land somewhere between the Treasury and the Board of Trade. This Companies Bill provides an admirable opportunity to remedy this 408 discrimination. I hope that the Government will desist from the attitude which they have hitherto adopted of saying that this is a field of activity in which they would rather not engage.
I have had two kinds of answers from the Treasury Bench to questions submitted on this subject recently. Firstly, the argument was advanced that there had been a bank strike in Northern Ireland and that consequently cheques drawn on Northern Ireland banks could not be cleared. That strike took place in May and June of last year, but it was in February last that Neville Securities imposed what I term the offending discriminatory condition, and there was no bank strike then, nor a hint of one.
Afterwards there came an even more novel kind of official answer, namely that it takes considerably longer for Northern Ireland cheques to be cleared than for English and Scottish cheques to be cleared. That is an utterly nonsensical line of argument. It takes two days to clear cheques drawn on Northern Ireland or Scottish banks and presented in London. It probably takes exactly the same time to clear cheques drawn on provincial banks and presented in London.
My hon. Friend the Member for Belfast, North and I have been engaged in an exercise on this which shows that a cheque drawn on the National Bank in Belfast and a cheque drawn on the District Bank in Manchester, both presented in London on 13th December, were both cleared two days subsequently. The argument that it takes too long to clear the cheques is utterly invalid. Of course, there is a time factor which is important when one is considering shares issues. I am fully aware of Section 50(5) of the 1948 Companies Act which, by implication, provides that applications for securities issued or offered for sale should be revocable after three days, but that is by implication rather than by statutory obligation.
It has been repeatedly stated in correspondence which I have had with Government Departments on this subject that there is no intention to discriminate against Northern Ireland investors. That may be so, but the cold fact remains that Northern Ireland investors are being discriminated against. I have even heard 409 the absurd argument that it takes even longer to have cheques cleared when they are drawn on banks in the Republic of Ireland. What relevance this has to Northern Ireland cheques eludes me.
About two months ago there was a case relating to the issue of the House of Sears (Holdings) Limited in which one of the conditions was that cheques accompanying applications must be drawn on a bank in Great Britain. The bank handling the issue was the Midland Bank. Yet the Midland Bank has as wholly-owned subsidiaries two of the major banks in Northern Ireland—the Belfast Bank and the Northern Bank. In this case the Midland Bank was not accepting cheques drawn on wholly-owned subsidiaries. The statutory period for the clearance of cheques in connection with share issues is four days but I hope I have shown that cheques presented in London and drawn on banks in Northern Ireland can be cleared in two days. I hope that the Government will take the point seriously because it is affecting a considerable number of people.
I am not seeking to make a mountain out of a molehill but this is not a small molehill. We in Northern Ireland have a substantial investing public who are being precluded from applying for almost all new issues, and that is a serious situation.
§ Mr. Speaker
Order. I hesitate to interrupt the hon. Member. I am listening to him with care, but I hope that he will link what he is saying with the Bill that we are discussing.
§ Mr. Pounder
I am certainly trying to do so, Mr. Speaker. It is implicit in company legislation that the public at large should be given an opportunity to subscribe for shares. That is provided in the 1948 Act. That opportunity is now being consistently denied to Northern Ireland investors. I take as another illustration, which I hope is in order, a rights issue. There was a case in November of an issue where separate preferential application forms were issued to existing holders and separate forms for new applicants, and existing Northern Ireland holders were precluded from applying.
§ Mr. Speaker
Order. I want the hon. Member to link the point he is making not with company legislation in general 410 but to the Second Reading of this Bill which has certain definite purposes.
§ Mr. Pounder
What I am trying to do—and I hope this is in order—is to ask the Government to include a new Clause in the Bill to this effect. I am trying to describe the background for what I am seeking in all seriousness and sincerity, namely a new Clause which I believe could be fitted into the framework of the Bill without altering the spirit or the other contents of the Measure.
Only last week there was an issue with seven clear days between the closing of applications and the commencement of dealings. Again, this exclusion operated against us. I beg the Government to consider this. If they would like me to draft a new Clause, I should be delighted to do so because this matter has now got to a point where all the best issues are being ruled out and we in Northern Ireland are becoming second-class investors. I believe this is the opportunity and the relevant occasion on which something could be done by the Government to remedy this omission.
§ Mr. Pounder
The Clause which I envisage would prohibit any issuing house from restricting the number of banks situated in areas within the United Kingdom on which cheques in support of applications may be drawn.
§ 6.37 p.m.
§ Mr. Joel Barnett (Heywood and Royton)
I hope the hon. Member for Belfast, South (Mr. Pounder) will forgive me if I do not follow him into the realms of his new Clause referring to Northern Ireland.
I wish to refer to the main part of the Bill and the question of the privileges at present given to exempt private companies. In the last debate on this subject I said that I was not in favour of a Bill for Nosy Parkers. I still am not in favour of that sort of thing. I do not want unnecessary information, nor information for its own sake. From this standpoint I look at Clause 37 first in relation to turnover and rents. While I agreed with the conclusions of the right hon. Member for Altrincham and Sale (Mr. Barber) I found some of his arguments very weak indeed. They were 411 nothing more than had been stated in another place by the noble Lord, Lord Erroll. The only valid point was that there would be some disadvantage as against major competitors.
This needs to be examined because it might affect our whole thinking on the matter. What sort of disadvantage is it? We are thinking of small companies of three types, retail, wholesale and manufacturing. The example given of the retail company was that of a small retail shop which, it was said, would be at a disadvantage against a major combine because that combine would know the turnover of the smaller company. It was suggested that it would then be more liable to takeover. The right hon. Member did not reply to my intervention, that such a company would not have to allow itself to be taken over. Any capable estate agent considering a small retail shop and the site on which it stood could give a very fair estimate of the turnover, and anybody with a reasonable understanding of a balance sheet and, given the stock and debtor figures, would be able to come to a very good estimate of the turnover of a wholesaling or manufacturing business.
§ Mr. John Smith (Cities of London and Westminster)
There is an important consideration which my right hon. Friend did not mention, and which is that if a large company can accurately estimate the turnover of a smaller company with which it does business, it can tell how much of that smaller company's turnover is represented by the business which it does with it and it can, therefore, see whether by withdrawing its custom suddenly, as has often been done in the past, it will not only lay the small company open to take-over, but ruin it. This is a material consideration.
§ Mr. Barnett
The only point which I was making and which the right hon. Gentleman did not answer was that the information would be available to a major company anyway. The right hon. Gentleman did not say that he disagreed with me. I do not necessarily disagree with the right hon. Gentleman's conclusions. The only question at issue is whether having the information would help, whether it would be of any particular value. I believe it would be of no value at all with the very small company.
412 When we discussed this matter in our last debate on the subject, I suggested that we might consider limiting these provisions by the size of the assets, profits, or share capital of the companies with which we were dealing, but because I am doubtful whether it would be an additional spur to efficiency in companies where the shareholders and the directors were one and the same and because of the difficulty of drawing a dividing line anywhere, I am prepared to say that we should exempt all unquoted limited companies from the requirement to publish details of turnover and rent. This would be reasonable, because in any case large unquoted companies are those most likely to apply to become unlimited because they would not want their balance sheets to be disclosed.
I have some comments to make on the subject of unlimited companies. My understanding of the Bill as it stands is that it would be possible for a company to go unlimited when the return is to be submitted so that it would not have to submit the return. Presumably—and I can see nothing to prevent this—immediately afterwards it could become limited again, and by doing this once a year it could exclude itself from submitting accounts at all. If that is not the case, I should be glad to be told where the appropriate provision is to be found.
Another matter arises in connection with the first year, the transitional year. As I understand Clause 36, if a holding company or a subsidiary company is limited during the course of the year for which the return is submitted, it would not be exempt from submitting accounts. That seems to indicate that if a small company is a single company that is all right and it would be exempt, whereas if it is part of two or three companies one of which in the first year is a holding or subsidiary company, it would not be exempt from submitting accounts. I would be glad to have my right hon. Friend's views about that.
This brings me to another aspect of Clause 37, the subject of the disclosure of directors' remunerations. This is an entirely different matter from that of turnover and rents. I have given much thought to this, because I was unhappy about these provisions in the first Bill. If a profit and loss account, which Clause 37 would not 413 exclude, has to be shown, all that will be shown is the net profit after directors' remunerations. For a small private company to show the net profit after directors' remunerations would be to give a totally meaningless figure and we might as well exclude the whole of the profit and loss account. That may be what the Opposition have in mind, but certainly as the Clause stands such a figure would be quite meaningless.
I return to my criterion of the value of any information for which we are asking. To most creditors it would be of no particular value to have disclosure of the directors' salaries. They would only Want to see the balance sheets—although I know many creditors who, if a balance sheet was not healthy, would like to be aware of how much of their money—and it would be their money—the directors were taking as salaries. However, by far the most important group of creditors are the workers in a company, because, of course, they are creditors of the company for at least one week's wages and possibly also holiday pay and so on—quite apart from other reasons which would entitled them to be interested. Many instances will come to the minds of hon. Members opposite of when companies have gone into liquidation and this type of creditor, that is, the workers, have suffered because of the company's insolvency.
These creditors are very much entitled to know just how much the employers are taking of what might be their money. There is some value in giving this information to them, but, while I would make this information available to creditors, including the workers, I would not want it to be given to every local busybody, because I regard the information as being of value only to creditors. Therefore, provided that it is made available to creditors, I would not make it available to everybody else. I say that with much heart-searching. I am not altogether happy about giving the impression of clobbering small companies, but I believe that it is right that they should pay for this considerable privilege of limiting their liability.
§ Mr. Bruce-Gardyne
Would not the hon. Gentleman agree that all the creditor needs is the global sum of directors' 414 salaries, so that if Section 196 of the original Act were applied, that would meet his case?
§ Mr. Barnett
I do not accept that. That could be very misleading with a small company.
I now want to deal with the provisions affecting insurance companies. I have been rather surpised by the comparative complacency with which both Front Benches have accepted these Clauses as being adequate. I accept that these Clauses have been drafted in consultation with the British Insurance Association and that they lay down some very stringent conditions. However, the only way in which to consider them is to ask the straight question: "With these Clauses, could it happen again?" In other words, could there still be motor insurance company failures?
We all know the dreadful consequences of some of the things which have happened and of the experience of constituents who have been affected by insurance company failures. The important question is whether that could happen again if these Clauses were passed. If it could, we would not be fulfilling our responsibility by allowing these Clauses to stand as they are.
I am thinking of a young girl who is a constituent of mine and who was injured in a crash, seriously disfigured and who suffers semi-paralysis. She could not get a penny, because the man ultimately responsible was without real means. This, of course, is the nub of the problem. There are many people who drive cars which they cannot afford to buy, let alone run. Nevertheless, it is a fact that they do so and we must recognise it. But because they buy cars of that sort they find themselves in the situation of trying to find the cheapest forms of maintenance, repairs and insurance.
§ Mr. Barnett
Yes, she was a passenger. I am still hoping that we may be able to do something for her.
I regret that my consideration of these Clauses leads me to the conclusion that the answer to the question, "Can it 415 happen again?", must be "Yes". Unfortunately, there could still be motor insurance company failures.
In advising the Government, the British Insurance Association was genuinely trying to prevent more failures. It was trying also not to recommend a system which would prevent small companies from entering the field and thus create a monopoly for the big companies, and, because the Association is understandably biased, it did not want to hand the whole thing over to the Government. But I believe that these three aims are incompatible. Incidentally, I am not sure why insurance companies should be so concerned because motor insurance, as I understand it, is not profitable. I cannot help being reminded of the businessman losing money who, when asked why he did not close down, replied, "What would I live on if I did?". It seems a little odd that the British Insurance Association set itself that particular aim. However, because my overriding priority is the safeguarding of the public interest, I should be prepared to sacrifice the two latter aims, and I shall now explain why I believed that the provisions of the Bill as drafted will fail to prevent further motor insurance failures.
Too many of the powers to be given to the Board of Trade are permissive, and I doubt that it has adequate staff to prevent companies which are getting into difficulties from continuing in business longer than they should. For example, Clause 54 gives the Board of Trade power whereby it "may" add to the requirements with regard to investments and so forth. Under Clause 55, it "may" impose certain restrictions. Even where the powers are mandatory, there tends to be ambiguity. For example, Clause 51 deals with the question of sufficiency of assets, but, although it begins with a reference to an excess of assets over liabilities of £50,000, it goes on to refer to £100,000 share capital. It is not clear to me—I should be glad to have an assurance on this—whether this Clause means that, if a company has £100,000 share capital and it then loses £50,000, because it will still have a surplus of assets over liabilities of £50,000 it can continue in business. According to my understanding of the Clause, it could still do so.
416 Perhaps the most stringent of all is Clause 52, the one insisting on reinsurance, but the value of this is reduced because, although the Clause begins by saying that there must be reinsurance, it goes on to refer to adequate arrangements which "will be made" or it being "justifiable not to make arrangements", in which case, apparently, everything will be all right. Again, the mandatory is reduced to the permissive.
It seems to me, therefore, that fraud could still go on, though admittedly, perhaps, for not so long as before. Equally, the genuine company in difficulties, the company losing money, could still continue in motor insurance business. My experience is that directors of companies which are losing money are notoriously optimistic. All the evidence of liquidations shows this to be true. They generally carry on far longer than they should, certainly far longer than it takes the Board of Trade to find out that they should not be carrying on. In my view, it is clear that there is not enough in these Clauses to prevent further motor insurance company failures.
§ Mr. Jay
My hon. Friend has not mentioned the most drastic power of all, the power of the Board of Trade to refuse authority to companies to carry on motor insurance at all. There could be no more drastic power than that, unless we are to forbid private insurance companies to engage in motor insurance.
§ Mr. Barnett
I shall come to that in a moment. I was dealing with the permissive powers of the Board of Trade, and I had it in mind to refer to another Act, the Protection of Depositors Act, 1963, under which the Board of Trade has had permissive powers to prevent companies from advertising for deposits. This has not prevented, for example, the Davies Investments company going "bust", with £8 million involved. There were permissive powers in that case, but they were not effective, and I do not believe that the permissive powers given to the Board of Trade under this Bill will prevent companies from getting into difficulties, with consequent loss for many people and other serious problems arising before the Board of Trade takes action.
Something must be done. There are two alternatives. Either we make the 417 Bill so stringent as to prevent small companies coming in—which the British Insurance Association did not want to do—or we have a Government motor insurance corporation. Those are the only two alternatives. I have my own preference there, but I am certain that what we have in the Bill will not do.
If we are deliberately to prevent competition and, at the same time, we insist, quite rightly, on third-party insurance being compulsory, we must not shirk our responsibility. In my view, we must have a Government motor insurance corporation. I believe the arguments lead conclusively to this alternative.
§ Mr. Barnett
Precisely. That is what I have in mind. My overriding priority is the safeguarding of the public interest, and I can see no other way of doing it. I accept entirely the implication of what my right hon. Friend has said.
§ Sir G. Nabarro
I recognise these difficulties, but will not the hon. Gentleman agree that if we had a statutory State monopoly for motor insurance, we should be asking the State to take over an undertaking which has so far proved unrewarding. As only a minority of citizens own motor cars, would it not be tantamount to asking the majority, the non-motor car owners, to subsidise motor car owners through their rates and taxes?
§ Mr. Barnett
I do not accept that. I start from the basic assumption that one must protect the public in this matter. It is not only people who own motor cars who are involved. We all know this from letters we have had from constituents. People who do not own motor cars can he sufferers under the present system. To talk of a minority of people who own motor cars and to use that as an argument against doing what I recommend, just because they are a minority, is not an argument which I should expect to hear from the hon. Gentleman.
§ Mr. Barnett
But it is tantamount to that. [HON. MEMBERS: "The hon. Gentleman did say that."] I should be happy to argue the matter with the hon. Member for Worcestershire, South (Sir G. Nabarro) on another occasion, but I know that there are others who wish to speak and I want to get on.
There is another urgent matter of public interest, the question of small banking companies such as Davies Investments to which I referred earlier. I know that it can be argued that those who want a higher-than-average interest rate are greedy, foolish or simple—or a combination of all three—but this is no reason why we should not protect them. Such protection was intended by the Protection of Depositors Act, 1963, but, as I have said, that Act has proved ineffective.
§ Mr. Barnett
The hon. Gentleman may prefer not to protect them, but, presumably, he supported the Protection of Depositors Act in 1963.
In this matter, as in the matter of motor insurance, we are trying to balance incompatibles. We try to give protection to small investors and, at the same time, we allow small banking companies to carry on as they have been doing. When a small banking company of the Davies Investments type starts off by offers of high interest rates, as it must, it is in trouble from the start. In order to pay a high interest rate—it usually borrows from other banks and then has to borrow money from more depositors—it runs into more and more trouble because it has to invest with a degree of risk so high as to enable it not only to pay the high interest rate it has offered but also to pay itself some profit as well. Generally, the end is inevitable.
We need not be fortune tellers to forecast that there will be more failures of banking companies like Davies Investments. I understand from an Answer to a Question today by my right hon. Friend that there are 111 companies authorised under the Protection of Depositors Act. It is clear from the ineffectiveness of that Act that it is no use going for a halfway house. The priority must be the public interest, and if that is incompatible with allowing such 419 companies to exist, then I am afraid that they must not be allowed to exist.
We must strengthen the Protection of Depositors Act. I hope that my right hon. Friend can assure us that under Section 3 of that Act he will refuse all advertising pending such revision. Meanwhile, I hope that he will help in this matter with perhaps another new Clause in the Bill, a Clause which would perhaps restrict the companies' borrowings, including those from depositors and other banks, to at least a reasonable proportion of the amount of their issued share capital. Otherwise, it is rather ludicrous that so many depositors can lose so much whilst the shareholders—generally the promoters—of the companies have so little at stake by comparison. I hope that I have not trespassed beyond the rules of order, but in Clause 93 of the Bill there is reference to the Protection of Depositors Act, and amendments to it.
In opening for the Opposition, the right hon. Member for Altrincham and Sale did himself and the Opposition no good by trying to get the best of both worlds with generalised and unsubstantiated attacks on the Government for allegedly having some kind of vendetta against small companies, when he knows in his heart that he really agrees with the Bill. I believe that there is a great future for small companies; their management is far more dynamic in many instances than that of the larger ones. With the exceptions that I have mentioned, I support the Bill, because I know that the efficient small company will not be hurt by it.
§ 7.2 p.m.
§ Mr. John M. Temple (City of Chester)
Like the hon. Member for Heywood and Royton (Mr. Barnett) I attach a great deal of importance to the insurance Clauses of the Bill. The public will be more interested in those Clauses than in any other.
My right hon. Friend the Member for Altrincham and Sale (Mr. Barber) wisely also picked out the insurance Clauses, but he made his views well known on the general approach of this side of the House to the Bill. I agree with him that the recommendations of the Jenkins Committee were adequate, that they should not have been exceeded, and that where the Government have exceeded them they have fallen into error.
420 I congratulate the President of the Board of Trade on being very much less contentious in his opening speech than was the Lord Chancellor in another place. I think that that bodes well for the progress of the Bill in Committee, because I felt that if he made as contentious a speech as the Lord Chancellor the Bill might well be in Committee until Christmas or even longer.
There was one aspect of the President of the Board of Trade's speech which I noticed particularly. He said three times that he was bringing our company law into line with that of the United States.
§ Mr. Temple
I agree. But there was no reference to aligning our company law with that on the Continent of Europe. If the Government claim to be forward-thinking, it would have been wiser to adjust company law now to the provisions in the European Economic Community rather than making adjustments which would have suited us had we been forming an Atlantic alliance directly with the United States of America.
The President of the Board of Trade gave the House an invitation which I shall take up. He invited hon. Members on both sides to make suggestions of further provisions which might be either in this Bill or in a future Bill. High on a priority list of omissions, I would put the question of dealing with further legislation on unit trusts. They have hardly been mentioned in this debate today, but they are the subject of 21 specific recommendations in the Jenkins Committee's Report. I believe that the unit trust movement, growing fast as it is, needs the implementation of those recommendations.
My right hon. Friend the Member fur Reigate (Sir J. Vaughan-Morgan) said that very often the Board of Trade was responsible for locking the stable door after the horse had departed. I admire the unit trust movement enormously. However I have great sympathy with the many small people who invest in it, in that they are small cogs in a very large and intricate system.
Today we see investment trusts converting themselves into unit trusts, and 421 the unit trust movement itself is growing fast. The Jenkins Committee recommended legislation several years ago and my right hon. Friend the Leader of the Opposition gave a commitment in 1964 that we would legislate on unit trusts; yet in this Bill, which cries out for the inclusion of unit trust legislation, it is entirely ignored.
The lack of further control over takeover bids is another serious omission. In my reading about financial matters—and I have been connected with financial matters to an extent all my life—I have been interested in the growth of takeover techniques. It is high time that this was dealt with in an immediate Bill, and I am very disappointed that the specific recommendations of Jenkins are not being dealt with in this Bill.
It is a great disappointment to me that no par value shares are not to be dealt with in the Bill. In my early days I worked on Wall Street, which was then dealing in no par value shares and had been for 30 years before. We have not brought ourselves up to the standard of the United States of America in that respect, although the President of the Board of Trade was pleased that he was moving in the direction of the United States of America in other ways.
Tonight I want to devote most of my time to the question of insurance companies. Before coming to that, may I say that I entirely agree with my right hon. Friend the Member for Altrincham and Sale about the abolition of exempt private companies, and I think that we shall have support from the hon. Member for Heywood and Royton. I think that the publication of turnover figures is unnecessary in the case of those companies which do not have a share quotation on the Stock Exchanges.
But there is one aspect of the exempt private companies which I believe will damage the small traders very much. Representing as I do the City of Chester, a great retail centre, I have in mind those small traders in the High Street. They are mostly operating under limited company status, but are subject to severe competition from the multiples. They are also in competition with the unlimited company and with partnerships. I am afraid that what the Government propose 422 will drive a great many limited companies into the unlimited company class, and I would regard that as a retrograde and most unfortunate step which should be wholly unnecessary.
Another small but important matter concerning exempt private companies is the question of one or two very large exempt private companies which are shipping companies, and which have been having exemption from publication of their reserve position because they were exempt private companies, rather than because they got special exemptions from the Board of Trade. Will the Minister of State say how forthcoming he will be about granting further exemptions to shipping companies? The President of the Board of Trade said in his opening remarks that he was conscious that there was severe competition in the international trades, and therefore it would be valuable if the Minister of State could give further reassurances on that matter.
I pass briefly to the question of the disclosure of what I can only call the extraordinary and misleading export figures. I know a little about statistics, and they can be very misleading, but the publication of export figures of limited companies positively makes me laugh, because the whole thing is a complete nonsense. The figures will not be compiled in any way that will give statistical advantage to anyone. The Board of Trade can easily get the statistical information about exports if it wishes to. If it wishes to have evidence of the exporting capabilities or capacities of a company, it should go about the matter in a much more sophisticated manner. It would then know how much of the ultimate component sent abroad is manufactured by the particular company, or in what respect that company is purely an assembler of other people's components. I believe that this will be shown in Committee as absurd.
The Board of Trade has also slipped up badly in another respect. The Bill ignores very important invisible exporters, such as a big limited company in insurance broking. The big international insurance brokers with offices in this country have about 45 per cent. of their busi- 423 ness in overseas premiums. They are probably the best dollar and other currency earners that we have. Yet they are not going to publish these figures of exports because they are to be excluded specifically from doing so under the Bill.
We have had many indications of the Government's dislike of the hotel industry, but it is a very valuable earner of invisible exports and it should have the opportunity of publishing its figures, and at least a chance of getting on the Honours List which we have heard about. No doubt, the Prime Minister will be having regard to export figures as published by certain companies when making his selections?
The gravamen of my speech concerns insurance. The Clauses dealing with insurance are immensely important but, like the hon. Member for Heywood and Royton, I am dubious as to whether the strength of these provisions is adequate. British insurance has had a magnificent name all over the world and I am sorry to have to tell the right hon. Gentleman that the recent failures have had a damaging effect on the good name of British insurance. London is probably still the habitat of the most important insurance firms in the world but other insurance centres are growing very fast and anything occurring in London that has a detrimental effect on any insurance company is news in insurance throughout the world.
I suppose that the turning point for British insurance throughout the world was the San Francisco fire and earthquake in 1907. Liverpool, where I was born, has been in the forefront of insurance for many years. A company I know of recently absorbed by the Royal Insurance Co.—the London and Lancashire—was one of those very much involved in the disaster. It paid up the next day, like the other British companies. From then onwards, British companies had a worldwide business in insurance.
Recent crashes have done a considerable amount of harm. Unfortunately, a company can set up with a high-sounding title—such as the London and Cheshire. It was a most unfortunate title linking two great and important parts of the country. In such circumstances, a great many policy holders are left uncovered. That is why I mentioned the point about 424 passenger insurance when the hon. Member for Heywood and Royton spoke. On the Continent, passenger insurance is to a large extent compulsory but that is not the case here. I believe that it should be and this is an aspect of the Bill that we must look into extremely closely.
I am doubtful whether the Board of Trade has not all along had very much more power than it has made out. The chief general manager of the Royal Insurance Co., in an interesting letter to The Times recently, pointed out that the Board of Trade could have acted had it wanted to.
§ Mr. Darlingindicated dissent.
§ Mr. Temple
The Minister of State shakes his head, but this is a matter of legal opinion and lawyers can err on either side. The fact remains that the opinion is held very widely in responsible insurance circles. I believe that we must make certain that the insurance provisions of the Bill are strong enough to hold the position so that we shall not see more failures on the scale of recent months.
I have pointed out that this matter affects the public very much. Very often, when a person is trying to insure a car or a motorcycle it is the first time that he meets an insurance company and, therefore, motor insurance is important. It is our duty as legislators to see that motor insurance companies are as secure as it is humanly possible by legislation to make them.
A great many people today are, from the accountancy point of view, running cars which they cannot afford. Naturally, they go to the company offering the cheapest insurance. I am afraid that they shop around to see where they can get the cheapest cover so that they can obtain a cover note just to satisfy the licensing authority.
§ Mr. Keith Stainton (Sudbury and Woodbridge)
Would not my hon. Friend concede that there is ample ground for confusion in the minds of the insured, especially the new insured, when there are tariff offices quoting rates much of a muchness as distinct from non-tariff offices, most of which are quite reputable? Is not the confusion within the structure of insurance itself?
§ Mr. Temple
I would not confirm what my hon. Friend says in that non-tariff 425 rates are always lower than tariff rates. But the fact remains that I am now speaking about uninitiated people seeking insurance for the first time and it is our duty to see that all motor insurance—indeed, all insurance—is as financially sound as is possible because otherwise what I would call the brokers "on the fringe" of the business are inclined to channel business to those companies giving the largest commission rather than to those which are soundly based.
I do not believe that it is possible to import into this Bill legislation with regard to the registration of insurance brokers. That is a separate but allied matter but it is one which should naturally flow from the Bill. Passenger insurance, as I have said, is I believe obligatory on the Continent and I believe that we should take powers in this Bill to align ourselves to future legislation which we shall have to get used to if we join the E.E.C. Therefore, we should now seek to move towards compulsory passenger insurance which would cover just those circumstances that we have had drawn to our attention today.
I do not believe that the figures of £100,000 issued capital and £50,000 surplus assets are anything like enough. Perhaps I have omitted to say that I have a financial interest in insurance for I have been for almost 30 years an underwriter at Lloyds. In the case of the Lloyds syndicates, large reserves are called for and we also have a central guarantee fund.
The question of re-insurance has been mentioned and it is also referred to in the Bill. Here again I do not believe the provisions are strong enough. I believe that there should be compulsory re-insurance as between companies setting up and that the question of experience, which has not yet been mentioned with regard to motor insurance, is also important. This is a tricky aspect of insurance and is not particularly profitable, but if a company has been operating for, say, five years, in general accident and other aspects, it should be capable of running a motor department. I believe that it is wrong for a company to start off in motor insurance, which is about the most difficult and treacherous insurance activity. It should have previous experience in another insurance activity.
§ Mr. Darling
I intervene only to tell the hon. Gentleman that we have examined all of these questions and there are difficulties. Let me explain one. The five-year period is something that we might put into the Bill, but what about a new insurance company employing people who have had over 21 years' experience? Should they be rubbed out?
§ Mr. Temple
I am not claiming that to put in all of these provisions will be simple. That is the task of the Government draftsmen who I am confident, if the Minister of State agrees with me, could import these provisions into the Bill. I regard all this as having the highest priority; insurance should be watertight and strong and we must have solvent insurance companies.
On this Bill I feel that the Government have gone some way towards improving insurance legislation but they have missed a certain number of opportunities. They have delved into rather petty matters such as the listing of charitable and political subscriptions. I call those paltry and petty matters. But they have left out protection for unit trust holders, and, in my opinion, they have not gone far enough to protect the interests of those who seek to be insured. With those criticisms I give this Bill a fair wind, and I hope that its Committee stage will be concluded long before the Christmas Recess.
§ 7.20 p.m.
§ Mr. Norman Atkinson (Tottenham)
I begin by going back to the speech made by the right hon. Gentleman the Member for Altrincham and Sale (Mr. Barber). In the closing stages of his speech he referred to the words of Leslie Cannon, the President of the Electrical Trades Union. He compared Leslie Cannon's words with some things said by the Lord Chancellor in another place. I want to put on record that there is no one in the trade union movement who has advocated any representation of trade unionists, by law, on the board of directors of any company. This is the case, and it is wrong for the right hon. Member to suggest otherwise. The Lord Chancellor was referring to workpeople, employees of a company, and he went on to wonder whether they should be represented on the board of directors. This 427 is another matter and one which I hope will be debated throughout the whole of the Labour movement.
I want to deal with some of the private politics of the Bill and to make some comments from the point of view of an active trade unionist who has taken part in discussions throughout our movement about the future of company law and how we as a movement see the future rôle of the limited company. I shall perhaps do a little bit of crystal gazing about the future Bills which will make up the long series that the Government intend to introduce.
We welcome the Bill and the fact that the Government have gone far beyond the Jenkins proposals. Having said that, it is true to say that the trade union movement would be critical of many of the omissions from the Bill. The Bill needs some bone, and we hope that during Committee there will be Amendments tabled to inject a firmer spirit into some of its provisions. I regret that we have had no outline from the President of the Board of Trade about the way in which the Government are thinking of future legislation.
If we look at this Bill in its true perspective, it must be related to the intended legislation which this or subsequent Governments are to bring in so that we can reach the kind of political objectives that we set out to achieve. That is assuming that we get a continuity of Labour Government to provide the second, third and fourth stages of the process begun in this Bill. We need much more radical reforms in company law than is currently envisaged. We are moving into a very technologically advanced, sophisticated and professionally managed society. This means that the rôle of the limited company will be different from its rôle of today.
I hope that my right hon. Friend the Leader of the House, who elsewhere has been put in charge of a group of people undertaking research into the formulation of ideas about the future rôle of the private company, will bear this in mind when considering the kind of mixed economy which is envisaged during the next few years. Many of us have discussed our ideas with young people who 428 are politically enlightened and who have a contribution to make. We have spoken to people aged about 20 to 30 with some ideas about their future, at trade union schools and political discussions. If we think of these people who will be coming up for retirement in about the year 2000, it is interesting to analyse some of their views about the private sector of our economy.
The remaining 33 years of this century is not a long time for the reform of company law. The President of the Board of Trade pointed out that we have been in the habit of reforming our company law, in the last century and this century, in 20-year cycles. I accept that the rapidity with which our society is now changing under the leadership of a Labour Government will result in many more reform Bills of this kind being introduced and at much more frequent intervals than in the past.
We should relate the provisions of this Bill to the lengthy period which they are intended to cover. Most of us agree, when we talk to young people about the kind of society they envisage, that we will, in the remaining years of this century, even with a continuity of a Labour Government, be unable to eliminate unearned income. We will still have a mixed economy; we may not be able to establish a Socialist society. What we are saying in the Bill relates to the kind of ideas which the leader of the House must consider when dealing with the kind of legislation to be brought before the House in these 33 years.
We all recognise that there is no instant Socialism and that this is a very slow process. It is important that we should get our priorities right. It is important to examine the proposals in this Bill to see whether they are the best possible to help us along the road that we intend to take. There is the question of the character of private investment, how we see the rôle of future shareholders, and how we should make provision and introduce changes in our law which will democratise the rôle of the shareholder and the rôle of the company relevant to shareholders.
We are not very far away, when we talk in terms of 13 years ahead, of the sort of changes that will take place in that period, and how they will affect 429 the reforming zeal of this Government in terms of company law. By 1980 we shall see almost a complete abolition of the present investment system and with it, of course, the Stock Exchange. The main idea which has been developed inside the Labour movement to replace that system, which could broadly be described as investment collectives, will be the main basis of company investment in the not too distant future. Investment collectives will be an amalgam of the kind of group investment we see at the moment. That is one of the major things likely to emerge in the future as a result of our political thinking.
Reference was made to unit trusts, savings groups, pension funds and other methods which are at the moment the basis of collective investment. The unit trust movement will develop very rapidly and within a few years will take on quite a different character. We can see the embryonic change taking place in our ideas on investment. It is from that kind of embryo that will emerge this thing called "investment collectives". We see these changes in our kind of mixed economy, and we should carefully examine the Bill to see whether it fits into that process.
The Lord Chancellor was perfectly entitled in another place to make the comments he did about the changing political scene and about how the Government intended to set about bringing in a series of reforming company law Bills to ensure that those changes take place at an organised rate.
Looking back over the post-war years, it has taken about 20 years to expand the public sector of our economy, from something like 5 or 6 per cent. to 22 or 23 per cent., which is now publicly owned or, if I might put it, democratically controlled by State investment. There is a tremendous job to be done in order to double the size of the public sector of our economy and to achieve the kind of mixed arrangement which we will see emerge in the next 20 years.
My hon. Friends mentioned insurance and banking in connection with the Bill, but they omitted to mention that the public ownership of banking and insurance is Labour Party policy. The Government are committed to carrying out the nationalisation of insurance.
§ Mr. Atkinson
The President of the Board of Trade gave a personal invitation for us to develop some of our own ideas about the future. I have scrapped some of my notes about the technicalities of the Bill, but my right hon. Friend was anxious to learn from back benchers what they were thinking, not on this Bill, but on the second and third Bills which he intends to introduce.
§ Mr. Speaker
Order. The hon. Member will be able to gratify his right hon. Friend's anxiety but not in this debate.
§ Mr. Atkinson
I appreciate that, Mr. Speaker. The tragedy was, of course, that the President of the Board of Trade gave that inivitation during your absence. It is no doubt on record that he did offer a very wide invitation for us to take part in the debate in this way. He particularly said that he wanted suggestions and proposals about the second Bill. I am following on from the remarks that were made by the Lord Chancellor in another place. I believe that we should make some comments germane to the future function and structure of limited companies.
My final comments will be brief because, being a campaigner for shorter speeches, I do not wish to be the exception to the rule. I propose to deal with the five points that were made by the right hon. Member for Altrincham and Sale in his opening remarks. I shall deal first with the question of the information that is to be made available by the provisions of the Bill in terms of greater worker participation on company boards.
The situation that arose in Vickers' Walker yards in Newcastle this week, where practically the whole of the labour force threatened to resign because of lack of information and security about the future, could have been avoided had the provisions which are now contained in the Bill been available.
Referring to the question of exempted companies, there are, in our opinion, too many such companies, even with the provisions of the Bill. The trade unions cannot see why even the smallest unit should not be included within the provisions. There is no necessity at the moment to have these massive exemptions.
431 Comment was made about higher executives. One thing that worries a lot of people, including myself, is that nowhere in the Bill is there reference to executives or directors' families. A dodge which is practised is this: a director has to declare his remuneration, but there is nothing to stop him from putting one or two members of his family, his wife particularly, on the pay roll for no other reason than to augment his undisclosed income. I would like to see the Bill strengthened in that respect.
The question of nominee shareholders was also raised. The trade unions are on record as having something to say about this. The whole of the trade union movement is unanimous in its declaration that nominee shareholding should be totally abolished. There should be no percentage of exclusions in this sense. The whole of nominee shareholdings should be abolished, because we see no justification in any degree for secrecy in the matter. Some people argue that it is wrong that because they have money in a company it should be declared to the world, but there is nothing to stop a person, if he is afraid of that kind of publicity, from transferring his money from a shareholding into a bank. By so doing he would have complete secrecy.
Regarding political donations, Lord Gardiner listed the total donations prior to the 1964 elections as being over £2½ million. This represents over £4,500 per constituency. Labour research has gone further than this and shows that well over £3 million was expended before the 1964 General Election on behalf of the Conservative candidates. They are, after all, only anti-democrats. Surely only myopic anti-democrats could object to any kind of daylight being brought into a situation of that kind, where that kind of money can be poured out.
Regarding insurance, I share my hon. Friends' concern about the present situation. We all recognise that no matter what is said in the Bill, if there are people who wish to exploit weaknesses in British law, whether it be company law or any other kind of law, they will do so. Even the best law has never prevented criminal action from being taken, nor has it prevented fraud. No matter what we write in the Bill, it will not stop activities of that kind.
432 There is, however, one thing sadly missing from the Bill, and that is provision to strengthen the Board of Trade. I understand that at the end of last year the Board of Trade were having about 18 investigations undertaken. All of them were being carried out by outsiders. The Board of Trade was incapable of carrying out the provisions of the 1948 Act. Therefore, if we are to strengthen companies legislation, surely we should have an assurance from the Government Front Bench that the staff of the Board of Trade will be extended so that it may carry out the kind of investigations envisaged.
If the argument is that the Bill is to act as an early warning system in insurance and company problems of this kind, it can do so only if the Board of Trade has sufficient people capable of carrying out immediate investigations when they believe that a problem is likely to occur. At the moment it takes about three years to carry out an investigation, and by that time the damage has been done.
I am sorry that I strayed a little from the Bill in the opening stages of my speech, but it is important that some of us put on record our long-term views about the rôle of the private company and the kind of society which we see for the future. That rests with leadership from this Government. I believe that we shall have uninterrupted leadership from this Government throughout the remaining years of this century. I look forward to tremendous changes taking place and an extension of commercial democracy in every sense. While I believe that we shall see a tremendous extension of public ownership in industry and commerce, I look forward to the day when big changes take place in the structure and function of private companies. If the object of the Government is to have continuous growth, full employment and stable prices in order to create a classless society, then we shall achieve it only when we start to interfere basically with the private company as we see it at the moment.
§ 7.43 p.m.
§ Mr. Richard Wainwright (Colne Valley)
The hon. Member for Tottenham (Mr. Atkinson), in his interesting speech, alleged that one dodge being practised was that of a company director who put his wife and/or some of his children 433 on the payroll to dodge some of the disclosure provisions. He has forgotten the Inland Revenue. As far as I am aware, in practice, the only way in which such a "dodger" could have the amount of his wife's salary allowable to the company for Income Tax purposes would be to make her a director. By doing that he would fail to dodge the Companies Act because her remuneration would have to be disclosed. I know of no instance in which a business has succeeded in persuading the Inland Revenue to allow as a charge a wife's salary for just being about the place with no function and no work to perform. To pay tax on it at present rates would be a very expensive way of dodging the Companies Act.
The hon. Gentleman's remarks brought to the forefront of my mind the position of the Inland Revenue in respect of this Bill. With the advantage of the presence of the Chief Secretary to the Treasury, I should like to ask to what extent the Inland Revenue is behind the Bill. It was said quite frequently in another place that the provisions of the Bill about exempt private companies were necessary because of the scandalously large number of exempt private companies which were not keeping proper accounts or which were not fulfilling their accounting obligations.
I find it extremely difficult to believe that the Inland Revenue has tolerated a situation in which a large number of companies are either not keeping accounts or keeping them very badly. That has not been my experience with the Inland Revenue. The House should know to what extent the Inland Revenue has inspired or assented to some of the provisions for extra disclosure of information outside the accounts, in the directors' reports. Is the proposal to disclose turnover related to the possibility of a turnover tax? It would be of interest to know whether that is behind some of the Bill's provisions.
I have always believed, from some little experience, that the Companies Act, 1948, although now in need of some amendment, was a splendid achievement of the 1945–50 Parliament and therefore a great credit to the post-war Labour Government. Compared with the solid timber of the 1948 Act, this Bill, especially if it is to be shorn of the good done to it in 434 another place, is the merest flotsam, and, I am afraid, flotsam which may sink some small businesses and specialised exporters.
What makes the Bill particularly discreditable to me is the humbug with which some of the onerous new provisions are alleged to be linked to what is called the privilege of limited liability. I cannot see how the splendid device of limited liability, which has been operating for nearly a century, can suddenly be prayed in aid of an obligation to disclose a whole lot of information for the first time, as if limited liability were a new invention of Socialism which has just recently been bestowed on a grateful British trading public.
It also seems to me humbug because if there is any purpose in the requirement about the disclosure of turnover, exports, the age of the directors' grandmothers, and so on, it must be for the better economic management of the country, for which I can see a case for disclosure. It is nothing to do with whether the economic unit happens to be of limited liability or whether it is quoted on the Stock Exchange. The other place slipped up in that respect. If we want to consider the place of the glass industry in the economy, for instance, it is no good talking about getting information from quoted companies because, as we all know, Pilkingtons, the leaders of the industry, have never been, and probably for some time will not be, quoted.
If we want information about commercial professions it is no good tying it to limited liability. We are wanting information from what are unincorporated partnerships. I hope that during the stages of the Bill we shall be freed from the humbug of the claim that this is something to do with the privilege of being quoted or being limited and that we shall have a frank admission that what the Government want—and there is a good case for this—is information from the leading units of every economic occupation.
The Bill is presented, in somewhat lugubrious tones, as an interim Measure. I can see two justifications for interim legislation. The first is that something is required in relation to the condition of Parliament, some constitutional issue which happens to involve limited companies and their affairs. This I conceive 435 to be the case with the proposal for the disclosure of political contributions. The Liberal Party, as must be known by now, takes no exception to the relevant Clause or its urgency as an interim measure. If it does anything, we think that it will do good.
The second, and only other, reason I can think of for an interim measure is to protect the public from widespread and menacing fraud. This justifies the insurance company part of the Bill and, equally, should justify some clauses, which, alas, are missing from the Bill, for strengthening the powers, and certainly a long overdue strengthening of the practice, of the Board of Trade in relation to other company frauds.
I wish that the Bill had shown traces that the Board of Trade had been talking, after the report had been published, to the two inspectors who did the Cadco job, who would have plenty to say about the deficiencies of the law concerning a barefaced scandal of that kind which did so much damage to innocent people. I wish that the Board of Trade had listened to the chambers of commerce, who are positively enthusiastic for measures to promote decent trade and track down much more effectively, and much quicker, the occasional rogue.
Instead of those urgent measures against fraud, we have the largest and what is admitted on all sides to be the most significant section of the Bill requiring much more disclosure from companies, and especially from exempt private companies. While I am in sympathy with the idea of a certain amount of additional disclosure, I cannot see any justification for including this in an interim and allegedly urgent Measure.
§ Mr. Stainton
Would not the hon. Member agree that the field of the exempt private company is the breeding ground of the long-term fraud? If the hon. Member were to go to New Scotland Yard and talk to the Fraud Squad, he would find that this was predominantly true of the smaller company frauds.
§ Mr. Wainwright
I am glad that that intervention contained the word "smaller". While I do not deny that there is fraud in the sphere of the small private company—it would be odd if there were not among 400,000 such bodies—nevertheless it is no more than the 436 smaller type of fraud. I would not have thought there would be objection to measures involving the exempt private companies if they were part of a Bill designed specifically to deal with important fraud of all types in relation to companies. That, however, is not the case.
That was brought out particularly offensively in another place, when those who pleaded, I believe rightly, for the Government to be willing to include provision for no par value shares were told that this was an almost impudent claim because the Government wanted all the time they could have to pursue this disclosure provision for exempt private companies—indeed, to abolish the exempt private company status altogether. Why something that the Jenkins Committee rejected should be put into what is alleged to be an urgent Bill, while something which the Gedge Committee as long ago as 1953 unanimously recommended—namely, the introduction of no par value shares—should be omitted, I cannot imagine.
The Liberal Party—not, of course, alone—followed up the recommendations of the Gedge Committee with a specific plea—I quote now from a Liberal document called "Own as you earn"—for permission to treat an Ordinary Share for what it really is, namely, ownership of a fraction of the company.The reason for that plea was mainly to promote employee shareholding and to make the whole business of shareholding much more rational and comprehensible to wage earners.
§ Mr. Stan Newens (Epping)
The hon. Member said that the Gedge Committee unanimously recommended the introduction of no par value shares. I think I am correct in saying that the T.U.C. submitted evidence to the contrary and that Wilfred Beard made a minority report to the Gedge Committee on this subject.
§ Mr. Wainwright
I am grateful for that intervention. I acknowledge at once that my memory has failed me. I now realise that the T.U.C.—not, I think, to its credit—was retrograde in this regard. The hon. Member will, I think, agree that the Gedge Committee's majority recommendation was wholeheartedly in favour of no par value shares.
437 All that we are given to look forward to is a promise, without any date attached, of further stages of company law reform. I hope that hon. Members opposite, who have spoken eloquently about their ideas for the future of companies, will make life very uncomfortable for their Front Bench until the Government produce a much clearer idea, with dates attached, of what those future stages will mean.
If any of the ideas of the hon. Member for Tottenham or the hon. Member for Bedford (Mr. Brian Parkyn) are to be expressed in those future and indefinite stages of company law reform, there is bound to be some legal provision for the separation of very large companies from very small ones. This will be completely contrary to the whole trend of the Bill, which tries to impose on the commercial community one type of limited company.
If, however, as I hope is the case, we are to extend greatly by legislation the social obligations, obligations to employees, obligations to the whole community and especially to the local community in which the company is situated, surely we shall have to tackle the difficult job of separating the very small companies, which because of their tiny size cannot be expected to go a long way in practising widespread social obligations, from the giants which owe a very great obligation to the community which trains their workers, which provides them with orderly markets, which helps to promote their exports and all the rest. Therefore, the next stage of company law will have to go clean contrary to this stage, if it deserves the name "stage", which is now before the House.
I turn briefly to the proposals for the disclosure of information outside the accounts. It will, I think, be generally agreed that trading figures are of little use except in relation to other trading figures. The absolute figure for a company's turnover is of extremely little significance, if any, unless one relates it to the assets of the company, its stock in trade, wage bill or some other figure. One must have at least two sets of figures to make the whole exercise meaningful.
Company accounts simply are not prepared, and cannot be expected to be prepared, for the enlightenment of economists, economic managers, civil 438 servants or the admirable staff of "Neddy", because company accounts have to be prepared for the benefit of the proprietors. The exercise of the company accountants' judgment is for the information of those who have supplied the original funds and those who have a proprietorial interest in the business. It is for this reason that nowadays no accountant dreams of presenting to a works manager, for instance, historical accounts which have been provided simply for shareholders.
Anybody who produced to a works manager figures of stock or work in progress which had been valued for the purpose of shareholders would be told to go away and not appear again until he had learned something about accounting for management. It is, therefore, trying to get poor figures on the cheap to use the company system for the enlightenment of bodies like "Neddy".
I will weary the House with only one example of the danger to which this can lead. "Neddy" recently produced an alleged league table of the major clothing firms and tried to relate their recent earnings to the alleged value of the capital which they were employing. At first glance, it was a fascinating table, especially to anyone who has always lived in the centre of the ready-made clothing trade. But it did not take more than a moment's inspection to find that a number of companies, generally admitted to be extremely efficient firms, were low down the table for the sole reason that they had recently revalued their assets and were, therefore, working on a relatively high figure of capital employed.
I do not quarrel specifically with that exercise, because it may be that "Neddy" was anxious simply to stir the pot. I take the view that energetic companies of the size of Montague Burton, Hepworths and Alexandre are quite big enough to defend themselves, as they did straight away in the financial Press and otherwise.
The point that I wish to make is that, since the Government propose to insist upon identical disclosure by very small companies, they will themselves be making meaningless comparisons between companies which are not big enough seriously to defend themselves. If some financial journalist, or a well-meaning civil servant or Government economic adviser decides, 439 shall we say, to publish an investigation of the stepladder industry or the tin trade, under the provisions of the Bill he will have all the information from small and medium-sized companies available. He will collate together information which was prepared only from a shareholders' point of view and is purely historical, of mills brought in at the value at which they were bought in the year 1899, compare them with new premises bought by another company, or revalued, in 1967, and make other nonsensical comparisons of that kind. The Bill will produce information from very small companies, and the errors will not be demonstrated in the dramatic way that they were at once in the "Neddy" case, when there was a very quick come back from the public relations officers of the big clothing companies.
In short, if the Government want to be burdened with a great deal of meaningless information without economic significance, let them burden the Board of Trade with all these disclosures from a lot of very small companies. The more of that kind of work that the already overloaded Board of Trade is asked to do, the less time, energy and staff it will have at its disposal to pursue the real job of policing the Companies Acts, which, in my opinion as a practising accountant, are very inefficiently policed from time to time at the moment.
I fear very much that, by pressing the Bill in the form in which it was introduced in another place rather than the form in which it left the other place, the Government run the severe risk of so prejudicing and depressing business opinion that the next stage of their intended company law reform, whenever it comes, will itself be severely prejudiced.
§ 8.4 p.m.
§ Mr. Robert Sheldon (Ashton-under-Lyne)
The right hon. Member for Altrincham and Sale (Mr. Barber) asked why my right hon. Friend the President of the Board of Trade did not accept the arguments of the Jenkins Report, the arguments against the disclosure of the remunerations of directors of small companies. The arguments are contained in paragraph 351, because I can find no other arguments against it in the whole of the Report, and it will be seen that they consist of the following: 440… public disclosure by some small companies might be embarrasing to them.That is not an argument which needs rebuttal. It is an opinion, a view; and the Government, the right hon. Gentleman and I myself are entitled to take a contrary view. There is here no argument that needs counter arguments. It should be understood that whereas the Jenkins Report in so many of its conclusions proceeded from a weight of argument and understanding, in this particular case there was only a view expressed, and that view can be countered by another view.
§ Mr. Barber
With great respect, there was a view expressed but, in the following paragraph, the Committee made a specific recommendation that although the information concerning emoluments and turnover should be available to the members and to the debenture holders, it should not be made public. I only mentioned that because it was, after all, a specific and calculated recommendation unanimously put forward on behalf of the Committee. Therefore, the point that I was making was that we might have had during our deliberations in another place and here some explanation of why the President of the Board of Trade did not accept that recommendation which affects the directors of 300,000 companies.
§ Mr. Sheldon
That was not the argument put forward by the right hon. Gentleman. He argued that the Jenkins Committee proceeded to argument. Therefore, that argument needs rebuttal. If he looks at HANSARD tomorrow, he will find that he is wrong in that respect.
§ Mr. Barberrose——
§ Mr. Barber
I quoted the passage to which I have just referred, as well as paragraph 351. I quoted both this afternoon. I said exactly what I have just said.
§ Mr. Sheldon
Paragraph 352 is no argument. It is even less of an argument than paragraph 351. I was being charitable to the right hon. Gentleman.
To return to the Bill, it is coming round a second time. Because of that, it might have tended to have the savour of recooked meat. However, during the 441 delay of 12 months, we have had the addition of some rather valuable Clauses. In particular, I am happy to see the Clauses about disclosure of shareholdings of directors and changes in them, and also those relating to the level of wages and salaries and numbers of employees. In addition, we are all glad to see the relevant change relating to insurance companies.
I must show a little disappointment in that non-voting shares have not been included for legislative change. That is rather a pity because that is a great abuse which ought to be corrected.
The second Bill which is promised to us probably in the lifetime of the present Parliament will need a much wider level of discussion and debate. I myself hope that we shall have something akin to the hearings which go on in the United States.
Normally, legislation is a hurried process because it is presented to meet a particular requirement. In this case there is not the same need for speed, and I hope that we shall get the greater debate which is possible. Representations to the President of the Board of Trade are not sufficient by themselves for that purpose. We get representations made by those people with interests which are not the subject of close scrutiny. I hope that my right hon. Friend the Leader of the House applies his fertile mind to seeing whether it is possible, having such long notice of the second Bill, to initiate some form of specialist committee where it could be discussed over the next two or three years and be a model for the type of legislation particularly suited for such a committee.
With these matters we could discuss the question of the separation between the advisory functions necessary to any board and the executive function, together with the relationship between the two which is of great importance; also the rôle of the employees in the company, at what level they should be represented, what sort of function and what sort of powers, if any, they should have. Greater disclosure I expect to see as a continuing process built on an acceptance of the disclosures provided in this Bill. I look forward to having these further arguments. The responsibilities, which my 442 hon. Friend the Member for Bedford (Mr. Brian Parkyn) mentioned, to employees, to shareholders, to the suppliers, to the community and to the nation can also be discussed. It is in this way that we can get full probing and can provide the framework for future legislation.
Last February, when we reached the Second Reading of the other Bill, I said that disclosure, which was the essence of it—and it is an important part of this one—resulted in a happy alliance between those who wished to protect the investors, and those who wanted disclosure for the benefit of economic efficiency, and I hope that this happy alliance between those two kinds of people pursuing similar ends for only slightly different purposes will continue throughout the Committee stage and after of this Bill.
It is necessary that much more be known about the individual firm in future so that comparisons can more usefully be made. I think that the disclosure provided for in this Bill will enable more relevant information to be obtained by those investing, as well as by those who have the wider interests of the industry or firm at heart. Such matters as the measure of efficiency based on the return of capital, properly valued as specified in the Bill, will be one of the important results to flow from this Measure. The level of output per employee, knowing as we shall do the wages, salaries, and the number of employees, is another measure of efficiency which will be produced because of the Bill. We might even hope to be able to make some assessment of the marginal return on new investment, which is crucial in making investment decisions.
These are three spheres in which an informed outsider or an informed shareholder will be able to come to some decision about the efficiency and profitability of the firm in which he is directly concerned. These are some of the results which I hope to see from the Bill.
We as a nation are extremely coy about the level of our personal remuneration, but when we examine this it is not obvious why this should necessarily be so. Civil servants, the heads of nationalised industries, Ministers and Members of Parliament, have their emoluments open to scrutiny by all, and I believe that this coyness is a convention which society can break with advantage. 443 In Sweden they have the highest gross national product per head outside the United States, and there they practise an extreme form of disclosure. This is not necessarily proof of a connection between a high g.n.p. and the level of disclosure, but I think it is an indication that a high growth rate is not entirely consistent with secrecy. In Sweden they have an annual tax book, of about 1,500 pages, in which one can see the name of every taxpayer in the country, the amount of income that he earns in a year, and also his personal fortune.
§ Sir Cyril Osborne (Louth)
What does that do? The hon. Gentleman will, no doubt, remember that Sweden made money out of two world wars. If he is going to make a correlation between what happens in Sweden and what happens here, perhaps he will remember that Sweden has the highest suicide rate.
§ Mr. Sheldon
It would be a pity if the hon. Gentleman were to try to correlate those two facts. No correlation of the other kind could be employed, because here we have an example which shows the contrary. All that I was showing was that one does not depend on the other, and the fact that Sweden has this extreme level of disclosure which does not affect the g.n.p. is a case for arguing that secrecy does not provide some of the terrible things which have been suggested. The other point which is claimed for this disclosure is that it prevents a great deal of tax avoidance because so much is known about the individual, but that is by the way.
The disclosures in this Bill are much more limited. I should like to widen Clauses 6, 7 and 8 so that each director has his remuneration disclosed, not by name, but merely the level of remuneration of each director. I think that the elaborate way in which this secrecy is to some degree preserved is quite unnecessary, and I find it difficult to accept. Although I would prefer to widen the level of disclosure, I would be very unhappy if it were narrowed.
I think that the second Bill might proceed to the widening of the amount of disclosure. Industry has come to feel, quite mistakenly, that it has absorbed a large number of changes, and it has tended to resent these. Because of this 444 there is a need to proceed fairly cautiously.
There are a number of reasons for disclosure, and I should like to go into them. First it is needed for the investors and for outside comment on individual companies. Company reports are much more informative now than they used to be. Even as recently as a year ago it was difficult, from reading the reports which were issued, to understand what a company manufactured. The aphorisms of the chairman ought to be open to scrutiny and if they are wrong they ought not to go unchallenged. A comparison needs to be made frequently between the efficiency and profitability of one firm compared with another in the same industry. We need a number of figures to be able to make that comparison, and it is this inquiry by those interested in the company, whether as an onlooker or as a shareholder in a number of companies, which is so important to improve the performance of companies in any particular industry.
The point has been made a number of times today that the level of remuneration of the directors of a small business is no concern of anybody else. We know that this is not true. It is of particular interest to the creditors of such companies, because these companies have certain advantages as limited liability companies. With an unlimited company, whether as a proprietor, or as a partner, a person has the whole of his personal wealth at stake, but with a limited company there is no such risk. At the present time it is disgraceful just how much credit a limited liability company is able to claim for itself when one bears in mind the amount of information available about it. The individual or firm who risks a large sum of money in supplying credit to another company about which he knows so little needs rather more protection than he receives at the moment. More information should be available about such companies because when they fail, the failure is likely to be substantial and there is little left to compensate those who are unprotected.
I am less convinced about the need to disclose exports. I think that this is of marginal value, but it may be of use in our present difficulties, when so much attention is being paid to the level of 445 exports by individual companies. I think that it might promote direct exports, as opposed to supplying goods for export by other companies. To me, an exporter is a person who goes overseas to find markets for himself. The person who supplies goods to another company which exports them is not an exporter. A person engaged in such a business is a supplier of goods. The goods may go to the home market one week, and go abroad the next. He is not an exporter. It is the direct exporter about whom we are particularly concerned at the moment. This provision is of some marginal value at the moment because of our difficulties, but I think that it may become rather less important in the years ahead, and this is what we should be considering in a long-term Bill of this kind.
The need for disclosure for Government economic planning is obvious, and a number of hon. Members have drawn attention to this. The hon. Member for Colne Valley (Mr. Richard Wainwright) disputed the need for these figures. He said that these absolute values were incorrect and inadequate. It is true that absolute values of the level of stocks may not reflect the true values of the stocks, but in economic planning we are much more concerned with changes than with absolute values. If companies report a down-turn, the extent of this down-turn can be of real significance. Although I admit that changes of values may not have quite the same significance as absolute values, they are necessary, and will lead to an improvement in our statistical information from which the Government can make useful decisions.
There has been talk about lifting the veils of secrecy, and a great deal of uneasiness has been caused at the thought of the changes ahead. This, however, is one of the changes with which people will learn to live quite easily. In a year or so the fuss will die down and people will regard it as normal for this information to be generally obtainable for the benefit of people and organisations dealing with companies.
I welcome the Bill. There are some things that I hope to see in it before it gets through Committee, but it has gone a good way towards achieving some of the aims we had when we talked about the introduction of the last Companies Bill. For this we should be grateful.
§ 8.21 p.m.
§ Mr. J. Bruce-Gardyne (South Angus)
It is always a privilege to follow the hon. Member for Ashton-under-Lyne (Mr. Sheldon), whose comments command our respect and, to some extent, our agreement. This evening has been no exception. I make one proviso. The hon. Member's anxiety about the position of the creditor of the private company who is unable to know the amount that directors of the company are taking out of it by way of salaries could be met by excluding from the new Clause 37, introduced in another place, the exemption of these companies from their obligations under Section 196 of the principal Act. This would precisely meet the problem.
However, the President of the Board of Trade invited us to philosophise about the background of the Bill and we have had some very odd philosophies from hon. Members opposite. To my mind they have very little to do with what company legislation should be about. As my hon. Friend the Member for Harrow, Central (Mr. Grant) remarked earlier, the Bill is something of a curate's egg—a curate's egg with a difference. Parts of it are excellent, parts are indifferent and parts are bad; parts are missing and parts do not belong at all. Nevertheless, it is a considerably better meal than that which was presented to us last spring and it has been greatly improved in another place. I was, however, deeply depressed to hear the right hon. Gentleman announce that the Government intend to remove some of those improvements.
This is a highly important Measure. I do not subscribe to the view that we are likely to see another piece of company legislation in this Parliament. Unlike the hon. Member for Tottenham (Mr. Atkinson), I regard the Government as a transient and embarrassed phenomenon, and I do not think that we are likely to see them introduce another piece of legislation of this sort, which will take up a lot of time on all occasions.
§ Mr. Bruce-Gardyne
I prefer to use the word "phenomenon". I cannot regard the right hon. Gentleman as a phantom. We can see him, alas!
447 This is a highly important Measure, because company legislation is essentially concerned with the relationship between the owners and the management of companies. Unlike hon. Members opposite, I regard the rôle of the shareholder in our society as vital. Shareholders form the only group in our society which is exclusively concerned with profit and profitability. Hon. Members opposite have talked about the other obligations of management—social responsibilities, and so on—but my impression is that many managements today are only too conscious of their other responsibilities, including social responsibilities and status. Profits come in, but in many cases they come a long way down the scale.
That is why it is dangerous for us to proceed with the divorce which has been going on—I do not entirely exempt my right hon. Friends when they were in power, but the process has been greatly accentuated by the present Government—between shareholders and management. It is the sheerest hypocrisy for hon. Members opposite to proclaim their belief in the profit motive when they are trying to remove the influence of the one group which is essentially concerned with profitability.
Another sad effect of this divorce between shareholders and managements is that the inclination of the misbehaving management to defraud and oppress its shareholders is greatly increased. It does not lie with hon. Members opposite to complain about any increase in the number of frauds in limited companies in recent years, to the extent to which these have been encouraged by the divorce of management from shareholders. For this reason the improvements in this Bill are definitely overdue.
I put the essential chracteristics of company legislation as three in number, in descending order of importance. The first is the movement of resources towards the most profitable companies by the disclosure of all information, enabling investors to choose where their money can be most profitably invested. That is the technique of encouraging the competent and penalising the incompetent. That is the essential national interest aspect of company legislation. I am here referring to public companies, because the same 448 considerations do not arise in the case of unquoted companies. Secondly, there is a need to protect shareholders from oppression by management, and, thirdly, a need to protect creditors.
I cannot see that Clause 19, dealing with exports, fits into any of these categories. Several of my hon. Friends have pointed to the dangers of this Clause, and they do not over-estimate them. I object to its invidious nature. A number of firms in my constituency produce textiles, a small part of which, no doubt, are exported direct. But a very much larger part is either exported through merchants or installed in motor cars, for instance, which are exported in thousands. The right hon. Gentleman said this afternoon that directors can say what contribution they are making indirectly to exports. But they do not and cannot know. The right hon. Gentleman is trying to make an invidious and unreasonable comparison.
The obligations which the Government seek to impose on unquoted companies go much too far. Shareholders in these companies are certainly entitled to the same information as those in public companies, but they can get it and the Bill's additional requirements are not necessary. This is why I hope that the Government will think again and accept the new Clause 37 introduced in another place, with perhaps the addition which I have mentioned with reference to Section 196 of the principal Act. There is too much pathological suspicion opposite that someone may have been getting away with something more than someone else. The Lord Chancellor said this time and again in the Second Reading debate in the other place. This is an idle and pernicious curiosity. The other side have given no justification for it.
I make a special plea for another type of curiosity, a creative and constructive one, that of the City Press and financial newspapers. I am sure that the right hon. Gentleman would agree that the financial Press has, on many occasions in the past, provided an invaluable safeguard and ally for the small shareholders. One has only to think of such unfortunate incidents as Third Mile, A.F.A., and, I might say, things like the Garda and Atlantic Assets affairs, which would never have been exposed without the work of 449 the City journalists, who require the maximum information on quoted companies as opposed to unquoted companies. In this respect, the Bill does not go as far as it might.
I am delighted by the information required on insider dealings and beneficial holdings of shares. But is the right hon. Gentleman satisfied that the provisions for disclosure of beneficial holdings of 10 per cent, are sufficiently watertight to deal with nominee shareholdings? I draw his attention to the Stock Exchange rules as set out in the publication "Admission of Securities to Quotation", page 98, which deals with the definition of an indirect interest through families and children and the like. This may be a happier definition than the one in the Bill. It is something which I hope the Government will look at in Committee.
I am not happy about the provision that information about insider dealings and beneficial holdings of more than 10 per cent. should be available at the registered offices of companies. There might be something to be said for having them published, for instance, in the Board of Trade Journal. I think that this is the procedure operated in the United States, by the Department of Commerce.
Valuation of assets was mentioned by the hon. Member for Colne Valley (Mr. Richard Wainwright), who made a strong case. There ought to be some provision for regular revaluation of assets if we are ever to have a meaningful estimate of return on capital employed by quoted companies. I hope that the Government will go further and follow the Stock Exchange along the way to require the publication of six-monthly statements of sales and profits——
§ Mr. Bruce-Gardyne
My hon. Friend says "Oh, no", but if we are to encourage people to channel their savings and investments into the companies which can use them most efficiently, this is the sort of information which is desirable.
I am sorry that the Government have not included any provision for dealing with the procedure regarding take-over bids. The recommendations were in Jenkins and have been left aside. Particularly after the recent and unsavoury affair of the Philips bid for Pye, there was a 450 case for looking at the Jenkins recommendations on this matter very closely.
I was surprised at what the President of the Board of Trade said about the exemption for shipping companies. He seemed to suggest that considerations of public and national interest applied in that case although they did not apply in the case of export figures. Paragraph 415 of the Jenkins Report dismisses this argument effectively, and the right hon. Gentleman would do well to study this matter again.
There are many aspects of the Bill which I could discuss, but I do not wish to delay the House. I have made some criticisms of the Measure, but I very much welcome the provisions for disclosure of turnover—again, by quoted companies; I have all along been referring to quoted companies—and the disclosure of contributions to profits by different branches of diversified companies. I also welcome the provisions for the disclosure of insider dealings, as I have explained, and I have no great complaint about the provisions covering the disclosure of directors' and top executives' salaries. I think this will help to promote a healthy "upward mobility" which I believe we need.
We have come a long way in our company legislation from the days, 200 years ago, which produced what I have always regarded as the most splendid of all companies—that which was floated… to carry on an Undertaking of Greater Advantage, but Nobody to Know What It Is".This is an approach which we have wisely put behind us. The Bill goes some way along the lines we should be following. In some respects it does not go far enough, while in others it goes too far. However, I hope that we shall not kid ourselves that we are going to have another instalment of company legislation from the present Government.
§ 8.37 p.m.
§ Mr. Peter Archer (Rowley Regis and Tipton)
This is the stage of a debate when hon. Members who succeed in catching your eye, Mr. Speaker, abandon the points which they had originally intended to discuss and which have already been fully ventilated. It is the time when one can extract the general trend from what has been said. I will 451 do so briefly because several hon. Members hope to contribute to the debate.
I suspect that when my right hon. Friend the President of the Board of Trade introduces his subsequent Bill he will find that he has on his hands something more controversial than he has today. Although a number of important debating points have been made, a broad measure of agreement has been expressed. But what has emerged is a fundamental difference beween the parties which, I suspect, will exemplify itself more forcefully in future discussions of this matter.
Although I will not comment on the many interesting subjects raised by the hon. Member for South Angus (Mr. Bruce-Gardyne), I was obliged to him for pointing out that what we are discussing is what company legislation should be about. I agree with the hon. Gentleman that there is a fundamental disagreement of philosophy here. He spoke of the necessity to look again at the whole question of take-over bids. Surely this is an example of accepting that those who are in control of companies should have at least one eye on what he called "social responsibilities and things like that".
The essential differences which have become crystallised in this debate can be summed up in the words of the right hon. Member for Reigate (Sir J. Vaughan-Morgan), who said that the obligation resting on company directors was to secure the higest return on assets, and the hon. Member for Harrow, Central (Mr. Grant), who said that their obligation was to maximise their company's profits. Some of my hon. Friends, on the other hand, hold what the hon. Member for South Angus called "rather odd philosophies". Unfortunately, the obligations on company directors mentioned by hon. Gentlemen opposite accurately express the present state of the law and it is singularly unfortunate that even those many boards of directors who are anxious to have a sense of responsibility, even generosity, find that they are not only entitled but compelled to adopt an attitude which is thoroughly narrow and selfish. If they seek to be generous, they have to disguise their motives by pretending that they are in 452 the purely narrow interests of their company members. This appears to have emerged from the decision in 1962 in the case of Park and the Daily News. Any attempt to be generous to employees involved exceeding the powers they held.
While I do not entirely accept the view of the hon. Member for Harrow, Central—who, unhappily, is not in his place at the moment—that hon. Members on this side of the House basically regard the limited liability company as an enemy, I hasten to say that I do not necessarily take the same eulogistic view of its functions as does the hon. Member. The whole history of the matter is singularly uninspiring. In 1844 an unwilling legislature, after bitter debate, conceded that groups of people who wanted to participate in commerce should be entitled to do so as corporations—which, putting it brutally, is another way of saying that they would not be held responsible individually for their collective decisions. Eleven years later there was a concession that they should be able to trade with limited liability, which is another way of saying that although their profits might be unlimited any losses they might make would have to fall, at least partly, on someone else.
Unhappily, the whole concept then ossified. The vocabulary froze, and in subsequent legislation—including, I hesitate to say, the present Bill—those concepts have been adopted. Certainly any historian of the future who seeks to obtain a picture of commerce in 1967 by looking at the legislation on the subject, including even this legislation, might get a very odd account of what goes on. His impression would be that a group of people who intended to participate in commerce get themselves incorporated Then they democratically elect their directors who faithfully carry out the policy determined on by the shareholders. They undertake activities by engaging employees, who each undertake an individual and freely negotiated contract of service. They sell their goods to the consumer at a freely negotiated price. That is their sole relationship with the remainder of the community, unless by mischance one of their drivers happens to runs down a pedestrian.
That is the conception which is still in the whole of legislation on this subject. 453 We welcome the invitation of my right hon. Friend to offer suggestions for future legislation and to keep within the rules of order by complaining that they have been omitted from this Bill. Without carping it is unfortunate that my right hon. Friend spoke of "reforming company law". The word "company" has on occasion rather inhibited discussion of some of the wider implications, as seen in the Jenkins Committee, when Mr. George Woodcock sought to raise the question of disclosure to employees he was courteously but firmly told that it was outside the province of company law and was to do with master and servant. Even the word "law" is likely to inhibit consideration of the wider social policies which my hon. Friend the Member for Ashfield (Mr. Marquand) attempted to introduce.
When one looks at the provisions for disclosure one finds oneself up against just these inhibiting factors. I should have thought that my hon. Friend the Member for Ashton-under-Lyne dealt fairly successfully with the objection that the obligation to disclose goes too wide because it takes in the present exempt private company which consists of the honest hard working grocer and his wife, who are concerned only with minding their own business. Not every exempt private company is necessarily represented by the hard working grocer. But I would have no objection if there were some way in which to limit the obligation which excluded those companies where disclosure might conceivably be a burden, without at the same time leaving all the loopholes for the professional escapologists who, until now, have succeeded in evading almost all the legislation which was designed to protect ordinary members of the public.
One possible way in which to deal with the objection of the right hon. Member for Altrincham and Sale (Mr. Barber), that there would be unfair competition by the big combines which operate locally, is that we might invite the big combines to offer, along with the remainder of their disclosures, an analysis based on geographical and regional concepts. This would at least put the two types of company very much on a par at local level. But if some satisfactory distinction can be hammered out in Committee, most of us on this side of the House would be satisfied.
454 The right hon. Gentleman's other objection was rather different. He adopted paragraph 13 of the Jenkins Report, which speaks of excluding disclosure where the work of preparing information is disproportionate to its value. I am not so sold on that objection. It is terribly easy for any company, particularly if this entails a little extra work, to arrive at the conclusion that the work of preparing the information will be disproportionate to anything which can possibly emerge from it.
I would have welcomed the obligation to disclose purely on the ground that it compels that company which does not have the information already to work it out. It is very surprising if boards of directors do not already have it. Certainly at a time when control by the shareholders is progressively vanishing, one would have thought that anything which might present a clear picture and which would be conducive to efficiency would be very much to be welcomed.
Some of us would have welcomed in Clause 14 some obligations on the auditor going rather further than the present financial obligations. Is not the time rapidly arriving when there should be an obligation to conduct an efficiency audit, quite separate and apart from the purely financial audit, which is made at the moment for the protection of people other than the doctors; should there not be an audit for the guidance of the directors?
About Clause 18 one can only say that it must be very surprising, by any standards, if shareholders are not entitled to know what is happening to what, by any legal criterion at the moment, is their own money. One's heart bleeds for the Conservative shareholder who discovers that his money is being poured by a Left-wing inclined board of directors into the funds of Transport House. One wonders whether hon. Members opposite would regard this as just a pernickety point.
§ Mr. McNamara
Would not my hon. Friend agree that one of the most appalling omissions from this part of the Bill is a provision for shareholders to contract out of making such contributions? Does he not look forward to the time when outside his own committee rooms there is a notice to notify shareholders that they 455 can contract out of levies to political party funds?
§ Mr. Archer
I thank my hon. Friend for that comment. Certainly the proposed restrictions on companies are not within 100 miles of the present restrictions on trade unions. If a trade union wishes to make contributions for political purposes, it is compelled to maintain a quite separate fund. I would have thought that there might even be a case for requiring that shareholders must be invited to contract in, but it would certainly be interesting to see what the results of contracting out might mean.
There are obligations which go very much further than the obligation to shareholders and creditors. Much has been said about the obligation to employees, and I will not retread the same ground. But is it not incredible that someone who picked up a bundle of shares last week, and could not even now say what the company makes, should in law be a member, whereas an employee who has devoted 50 years of his life exclusively to the purposes of the company—which most of the directors have not done—will qualify for nothing more elaborate than the right to a gold watch?
In the circumstances, could not something be done to recognise that there is a status more than the purely subordinate status at present afforded to employees? Obviously, there would be difficulties in abolishing the chain of command on the workshop floor, and no one seriously suggests that. There are difficulties also because there is not one homogeneous interest applicable to all employees. For example, there is a difference between the labourer engaged two or three weeks ago and the highly paid executive who is expecting shortly to be invited to take his place on the board. But it should not be impossible to work out a method by which some control over the general policy of the company, not over its day-to-day activities, could be put in the hands of people who are, when all is said and done, largely responsible for the prosperity of the company.
One thinks, perhaps, of the issue of some kind of shares, with or without a capital value and with or without a right to dividend, but with voting rights. This might, possibly, be a way of solving the problem. However, if that is going too 456 far, one still wonders whether it would be possible to include a number of measures calculated to protect employees in a way in which they are certainly not protected at present.
To take a Committee point—I promise that this will be the only one—I am disappointed at the omission from the Bill of any provision to amend Section 319 of the 1948 Act. The present position, as I understand it, is that the people whose financial interests are most closely wrapped up with the prosperity of a company, the people whose interests above all are shattered if the company fails, are protected only to the extent of four months' wages or salary or £200. This was the provision in 1948, and since that time, wherever the blame may lie, there have unhappily, been considerable changes in the value of money. I hope that this matter can be looked at in Committee.
Now, the interest of the consumer. Why should not the consumer be entitled to know whether the price charged for an article fairly reflects the prosperity of the company, the costs of production and the proportion of the profits which goes into the pockets of directors? These are relevant questions when the consumer considers the price which he ought to pay for the article.
A great deal has been said about the protection of the consumer in the insurance business, and I am delighted to know that even right hon. and hon. Members opposite are much concerned about this aspect of consumer protection. Why not consumers of other commodities? There are in existence already a good many consumer associations. The Board of Trade is hopelessly overburdened. The limiting factor on Board of Trade investigations into company frauds will not be the Department's legal powers, but the resources at its command. Could not some function be found for private consumer associations which, without introducing further powers in the hands of the Government, could be given the opportunity to investigate a company's affairs from the point of view of the consumer? There we have it—an obligation to shareholders, creditors, potential investors, employees, consumers, and the public at large. But what that raises is the question whether our present concept of a limited liability company, a private corporation, 457 is wide enough to do justice to all those obligations.
Whatever the final outcome of the discussions on those subjects, one hopes that the subsequent legislation will ensure that the protection at present given is only proportional to the function carried out.
§ 8.55 p.m.
§ Mr. John Smith (Cities of London and Westminster)
I am glad that I have caught your eye, Mr. Deputy Speaker, because there are undoubtedly more companies in my constituency than in any other, and the whole of my working life has been spent with companies.
Apart from a few blemishes and omissions, the Bill improves the legal framework within which companies work, and it will therefore improve the public reputation of companies in general. The hon. Member for Rowley Regis and Tipton (Mr. Archer), to whose constituency I have made many visits by boat, spoke about the trade unions. It is said that the Government are prepared to render this service to companies but are not prepared to render the same service to trade unions by giving them a similarly legal framework within which they could work and be free, instead of frozen, and which would improve their reputation with the public.
The principal criticism of the Bill is that it imposes on all companies provisions some of which are reasonable enough for large public companies but all of which are unreasonable when applied to smaller ones. That is particularly true of the disclosure provisions which, we should admit, are partly just pandering to the current universal urge for over-exposure of every kind, physical, financial and statistical and partly a reflection of the Government view, oft expressed, and damaging to the economy, that companies are basically wicked things, and that if one wants to enjoy the supposed advantages of being a company one must be tormented a little. That view came out very clearly last Friday.
In fact, the idea of limited liability, which, if it was not the launching pad of the industrial revolution, was most certainly its second stage rocket, is far from being a privilege. It is a service to the community, and that is why it 458 was introduced. The notion that the savings of aunts, widows and cousins should be denied to industry because they would have to go into the thing down to the buttons of their boots and take a personal interest in the business, is absurd and was dismissed before the middle of the 19th century. The idea of limited liability, to put it at its very lowest, has produced an enormous reservoir of taxable capacity for us to squander here.
Some of the disclosure provisions will have very unexpected results. We have already discussed the effect of disclosing turnover on large and small companies. I repeat the point that although it is possible to calculate the turnover of a company roughly, in some cases, from its annual accounts, yet if one knows the turnover of a small company perfectly accurately and does business with it, one can tell to what extent it is dependent on one's larger company. There have been many cases of a large firm egging on a small company until it is its principal customer, and then confronting the small company with absorption or extinction. This Bill will undoubtedly encourage the unscrupulous in that direction.
§ Mr. Barnett
Surely there is no difference between the present situation and what will apply under the Bill. The hon. Gentleman has not explained in what way it would be different. He agrees that this information as to turnover would be available generally anyway. In what way, therefore, would the situation be different?
§ Mr. Smith
It is not always possible to calculate turnover; but we cannot go into this aspect now. One can calculate accurately turnover of a company making a simple product like a brick, but many companies have diverse activities. In any case, there is inertia in human affairs, and people are more likely to go for this type of operation if the information is handed to them on a plate.
The Bill is also designed through disclosure to reduce the earnings of directors and highly-paid employees. It will have the opposite effect. As has been pointed out, there is at present an enormous variation in the earnings of directors. I know that from my own experience. Many firms, when these figures are 459 published, will be obliged to increase the earnings of their principal people if they want to keep them.
The management selection firms whose job it is to hunt about for people to fill the top positions will find it much easier than before to spot the underpaid men who are likely to respond to the offer of a better paid job elsewhere—and those management selection firms will not be Engish, but American or European. Anyone in doubt about the dangers should read the advertisements in the local Derby newspapers—Derby is a centre of the aircraft engine industry—and see who advertises and for what.
To publish the amount of earnings waived is particularly ridiculous. This provision made me inquire for the first time what I waive. I was profoundly surprised by the amount, and if the Bill is to force this figure to be published I might as well take the money instead.
As for subscriptions, both political and charitable, I have always found that boards prefer to make fewer rather than more subscriptions. I shall not go into the merits of companies subscribing at all. I do in fact think that subscribing to charity through a company is rather a bloodless way of giving alms and I prefer causes supported by the shillings of the multitude. They are more fun to run and one gets much more satisfaction from the support of all these people. But taking the situation as it is, the attitude of any board is usually, "I suppose we shall have to subscribe to this in case it gets out that we haven't". If subscriptions are to be published, it is far from certain which will increase and which will diminish.
The provisions about export figures are irrelevant, and one of the most important illustrations of this is that many firms are not exporters but are import avoiders by manufacturing here something that we must have, which is not a luxury nor even dispensable—something like aircraft engines, for example. If we did not make them, they would have to be imported. I urge that the disclosure provisions should be reviewed and that, in any case, they should not be made applicable to smaller companies.
One of the points which have not been made, although instances of it have been 460 mentioned quite often, is that the Bill further erodes the rule of law. Whether a company is or is not a bank is now to be decided, without right of appeal, not by the courts but by the right hon. Member for Battersea, North (Mr. Jay). In the past the courts have made some very odd decisions under this head, but we would be better employed here in improving the law so that the courts can interpret it instead of trying to do the job ourselves.
The issue of no par value shares has been dismissed on the grounds that this Bill is to do with disclosure and protection, but no par value shares are very much to do with protection. Not only do they do away with a great deal of clerical drudgery, but shares of nominal value can mislead the simple in the same way as insurance misleads the simple. They are bound to think that a £1 share is worth more than a 5s. share, and that the share paying a dividend of 20 per cent. is better than a share paying 5 per cent. On the score of protection of the innocent, no par value shares have a claim to be included in the Bill.
I urge the Government to leave that provision in the Bill. There are other measures of protection with which I will not deal, as we must get on. This Bill will improve companies. It is a very reasonable effort for a Government and party who, with honourable exceptions, some present, do not like or understand money or companies. But it may still be greatly improved even at this late hour, if we can remove from it some of the spite and the cant.
§ 9.8 p.m.
§ Mr. F. V. Corfield (Gloucestershire, South)
My right hon. Friend the Member for Altrincham and Sale (Mr. Barber), has made it clear that there is no dispute between us that it is very desirable that we should take a further look at the provisions of company legislation. He and my hon. Friends have also argued cogently against going beyond Jenkins in relation to the disclosures demanded of small companies which are at present exempt. With the smaller companies, at any rate, there has been a degree of sympathy demonstrated from the other side.
My right hon. Friend went on to express our disappointment that the Government appeared to be determined to 461 use their majority to expunge the very considerable improvements to the Bill inserted in another place. I am particularly thinking, although not exclusively, of the Clause providing for shares of no par value, in respect of which I would associate myself very strongly with the views of my hon. Friend the Member for Cities of London and Westminster (Mr. John Smith). I do not wish to reopen those arguments, but there remain a number of other factors. There are so many instances of thoroughly woolly drafting that one cannot but be left gravely in doubt as to whether those who instructed the draftsmen really clarified their minds and knew what they intended to achieve.
Nor can one be sure, even where one can discern the intention of the provisions, that the Bill will achieve them. Even in this Bill where certainty is very much the essence of effective legislation, I join with my hon. Friend the Member for Cities of London and Westminster in deprecating this departure from the rule of law and the Government's failure to resist their inherent urge to increase the powers of the Executive in an arbitrary manner.
I refer to Clause 12, which confers upon the Board of Trade powers to amend a Statute by Regulation, with the widest possible powers in relation to defining companies, and then makes the Board of Trade the interpreter of the Regulations which it has drawn, making it necessary, if there is any dispute at all as to what companies are covered, that the Board of Trade should be the arbitrator and there should be no appeal from its decision.
This is wholly unacceptable in any form of legislation. I agree whole-heartedly with my hon. Friend that it is our job to legislate clearly. When that legislation is delegated—and I hardly think that Regulations are the right method of doing it—it is the job of Government Departments to say what they mean and to say it clearly.
I do not, in this context, refer to Part II of the Bill. Although in Committee we shall examine with care the various discretionary powers conferred upon the Board of Trade, we recognise their need. Indeed, we welcome that part of the Bill as far as it goes.
462 Certainly I and most of my hon. and right hon. Friends have some reservations and share some of the doubts expressed by the hon. Member for Heywood and Royton (Mr. Barnett) as to whether they go far enough, and the doubts expressed by my hon. Friend the Member for the City of Chester (Mr. Temple). I certainly have some misgivings both as to the competence of the company branch of the Board of Trade to compete with all these extra powers and the very heavy duty which faces them, and also with regard to the facilities and skills available to the fraud squad.
I do not intend to dwell upon the omissions in the Bill. We have been promised this other Bill, which, we are told, will reflect the Government's philosophy towards limited liabiilties. I do not propose to follow into the realm of philosophy, which I leave to Members on the other side of the House. Apart from the fact that to take two bites of this cherry is to miss an opportunity, to absorb eventually much more Parliamentary time, and to postpone unnecessarily much-needed reform, it is surely time that a party which has had four years to look at the Jenkins Report, which came to the 1964 election "poised and ready for action", should be able to tell us the philosophy underlying its Bill.
But, of course, the philosophy underlying this Bill is discernible. To begin with, as we have learned from almost every major piece of legislation introduced by the Government, they have either not grasped, or they are determined to ignore, the wisdom and the basic approach of the Jenkins Committee, the principle of which is applicable to nearly all legislation, and which is set out admirably in paragraph 11 of page 3 of the Report. To save a little time, I do not wish to read the whole paragraph, but starting about halfway down. it says:But controls and regulations carried to excess may defeat their own object; and we share the views expressed by the Greene and Cohen Committees as to the undesirability of imposing restrictions which would seriously hamper the activities of honest men in order to defeat an occasional wrongdoer, and the importance of not placing unreasonable fetters upon business which is conducted in an efficient and honest manner.Equally, the Government seem to go out of their way to ignore the warning that, 463 having accepted a need for greater disclosure, it cannot follow that disclosure as such is necessarily a good in itself, or that too much disclosure can well be counter-productive. That is admirably put in paragraph 13 which was quoted earlier by my right hon. Friend.
The Government's philosophy is clearly to be found in the remarks of the Lord Chancellor in another place, which appeared to have the wholehearted support of the hon. Member for Ashfield (Mr. Marquand). When referring to provisions requiring disclosure of emoluments of directors and the more highly paid executives, he said:We live in days when there is an incomes policy, and everybody's income is very interesting to everybody else. Why not?"—[OFFICIAL REPORT, House of Lords, 22 November 1966; Vol. 278, c. 131.]I do not question that people are interested in other people's incomes, but I question very much whether it is particularly praiseworthy, let alone something which should have positive encouragement.
On the contrary, I should have thought that the greatest single problem in the formulation, let alone enforcement, of any incomes policy was the fact that people who freely negotiate contracts and are satisfied they are completely fair reject them as being fair not because the other side is reneging on its obligations or because circumstances in that employment have changed, but solely because other people who negotiated another contract between different parties and in different circumstances have done rather better. In short, this is nothing more nor less than the philosophy of envy and, apart from its unattractiveness in itself, the Government still have not the wit to see that in preaching it over the years it has become the principal obstacle to any incomes policy in the past and will remain so in the future.
Moreover, as my right hon. Friend the Member for Reigate (Sir J. Vaughan-Morgan) and my hon. Friend the Member for the Cities of London and Westminster pointed out, it will not be difficult to identify the individuals falling within the salary brackets described in the Bill and thereby providing management accountants, or whatever they are called—"head hunters" I believe they are called in the slang—with a ready-made directory from 464 which they can identify the individuals to whom the salaries they are prepared to offer are likely to be attractive.
No doubt there may be much to be said for greater competition for the exceptional skills and ability, but I cannot think that the impetus which the Bill is likely to give will be anything but inflationary or that there will not be many instances in which the effect will merely be to unsettle staffs and undermine loyalties. Nor can I have any confidence that it will not be American business men who will be the main beneficiaries of these provisions. If, as I thought was suggested by the hon. Member for Ashfield, when these figures emerge steps are taken to lower them, the brain drain, which is already a considerable flow, will become a positive torrent. If that is what right hon. and hon. Members opposite want, they seem to me to be going the right way about it in the Bill.
The same philosophy underlies remarks made by members of the Government about the provisions for the disclosure of political and charitable contributions. We all know them. The Minister of Power:If firms want to get involved in politics they must do so with the knowledge that some of us are determined to hit back where it hurts.The Minister of Technology:Just as Government contractors are disqualified from election to Parliament they should also be prohibited from making direct or indirect contributions to any Party funds".The Prime Minister:We have made it clear that these directors will be called to account".Nobody can say that this is unalloyed concern with the good of company law. As The Times put it,The bit about political contributions of course is vengeful, the bit about directors' fees is envious and the bit about export earnings invidious".If we can agree, which I hope we can, that disclosure is not good in itself, there must be some test by which to judge the value of any disclosure. The first test which I suggest is to test it against the principles set out in paragraphs 11 and 13 on page 3 of the Jenkins Report. Secondly, if there is a criticism of the Jenkins Committee, it is that it was mainly composed of people experienced in the affairs and problems of very large companies. Therefore, if there was a bias, 465 it was towards looking at company law in terms of the large companies rather than in relation to the very large preponderance in numbers of small companies. Even with that reservation concerning the Jenkins Committee, its Report clearly recognised that some information which was required in the accounts, while of interest to the members, was not of prime importance to the creditors and that its public disclosure by small companies might be embarrassing.
We should bear that in mind. The onus is still on the Government to tell us why they have departed from that view, which is not merely the view arrived at from the arguments recorded in the Report but is the view which was arrived at after hearing a good deal of oral evidence and reading a good deal of written evidence.
I suggest, however, a second test. The courts have often said that the smaller companies are, in effect, incorporated partnerships. To equate them with large public companies, to which in many respects quite different considerations apply, may have exactly the opposite effect to that which is intended. Although these are fairly complex matters appropriate more to the Committee stage, the lesson surely is that if a rule of company law is wholly inappropriate to a partnership, the question to be asked before applying it to a private, unquoted company must surely be whether it becomes relevant as a corollary to the privilege—we all admit it as a privilege—of limited liability. If the answer is still in the negative, I suggest that there have to be cogent reasons for insisting upon its disclosure.
I add, however, one further test. Would the disclosure nevertheless materially stimulate desirable competition? I say "desirable" because I cannot see that it is at all desirable to stimulate the competition of our foreign competitors. That, however, would seem to be the only likely effect in many cases of the provisions of Clause 19.
§ Mr. Darling
I take it, therefore, that the hon. Member is opposed to our going into the Common Market?
§ Mr. Corfield
Not in the least, but I see no reason to present to our foreign competitors the information which would make them better competitors when we 466 are trying to put our balance of payments right. I cannot see the relevance of the Minister of State's intervention.
Obviously, desirable competition can only be fair competition. I cannot accept that there is anything fair in the example given by my right hon. Friend the Member for Altrincham and Sale of the small company having to disclose matters which may be of immense value to the branch of the chain store next door. Nor can I accept—and I have some experience in valuation—the suggestion of the hon. Member for Heywood and Royton that assessment can be made by a valuer with no access to the books or other records of the firm concerned.
§ Mr. Barnett
I was saying as regards wholesalers and manufacturers—and I take it that the hon. Member agrees that the balance sheet should be published—that the stock and debtors figure would be available and that from this it would be possible to ascertain a reasonable estimate of the turnover.
§ Mr. Corfield
I must have misunderstood the hon. Member. If I did, I apologise.
There is nothing whatever to be said for giving this information on a plate. I agree entirely with my hon. Friend the Member for the Cities of London and Westminster that the mere fact that it is on a plate merely encourages rather than otherwise. I do not believe, as my hon. Friend pointed out, that in many firms this is a possible operation without access to more of the information than would be disclosed if our proposals were accepted.
Most of us would agree that the way to compete is by price and service. Even where we may not be worried about competition with the branch of a chain store, in itself there is not much to be said for forcing companies of that sort to make information available to wealthier competitors who are in a position temporarily to undercut with the object, not of maintaining competition, but eventually of eliminating it.
Again, regard must be had to the value of the information in relation to the burden of providing it, and the diversion of energy from productive enterprise to unremunerative form-filling. It may be true that much of the information is available anyhow, but it takes no account of 467 the work of compiling it in the form required or the immense labours which apparently will be involved in Companies House. As a corollary, it must be borne in mind that, if the volume of information to be made available is excessive, the inessential is likely to obscure the essential.
There is an old saying that by far the best place to hide a pebble is on a beach. The best example of a beach in the context of this Bill is Clause 30, which provides for the keeping of registers, which will become prodigious in their length, recording all changes in interests in securities which may bring people within or take them out of what may be called the "10 per cent. rule" of Clause 29. In that connection, what is relevant is the set of rules provided in Clause 27, which defines the relevant interests both for the purposes of Clause 26 and Clause 29.
I suggest that the manner which the Government have adopted to solve this problem illustrates very well the criticisms that I have been making. I have sought the advice of people with a greater knowledge of company law than I have myself and probably greater than any Minister of the Board of Trade has. Clause 27 produces, amongst other things, the following curious results.
First, in so far as Clause 27(1) applies to a private company, by reference to Clause 26, it seems to have been forgotten that in such companies each member, including directors, frequently has a preemptive interest in all the company's shares, so that every director will always have a registrable interest in all the shares held by anyone else.
What conceivable good that disclosure can do or how it can do anything other than confuse anyone searching the register is beyond me. So also is the value of including, again for the purpose of Clause 26, which deals with private companies amongst others, persons interested in shares only as mortgagees, of which the most obvious and frequent example is that of a bank holding shares as security for an overdraft.
Secondly, the effect of Clause 27(2) appears to be that among the registrable interests will be the following: the interest of any person in an employees' pension fund in the whole portfolio of 468 the shares comprised in the fund; similarly, on a death intestate, each next of kin will immediately acquire interests in all the shares in the estate; so would every annuitant and life-tenant, however small the interest, under the will or other trust.
One could go on with a very long list of the sorts of interests which in no case give the director any extra power over the company, yet a person who may have a far bigger interest, including a director, will be privileged from disclosing it if it takes the form of an interest, however substantial, under a discretionary trust, or if he has an absolute sole reversion to a fund of which the only life-tenant is aged 96.
This series of Clauses, Clauses 26 to 30, provides a really striking illustration of wholly unnecessary paperwork, messy drafting, obscure purpose and a resulting complexity of those registers which makes it highly conjectural whether the information that may really be important will ever emerge.
Finally, may I dwell for a moment on Clause 19. This has nothing whatever to do with company law. Indeed, the Minister of State has admitted as much in correspondence that we have had on the subject. It really may be very harmful indeed not only to a particular company but to the national interest, and I should like to take as an example the company about which I wrote to the right hon. Gentleman, although naturally I do not wish to disclose its name or product.
This company manufactures a certain product of which by far the greater proportion—more than 80 per cent.—is exported, and again by far the greater proportion of that export element goes to a single overseas market, and a highly sophisticated one, too. It is surely obvious that the information required by Clause 19 in regard to exports, coupled with that required in relation to turnover, will provide a very good guide to foreign competitors of profit margins. But to disclose profit margins can only be an incentive to indigenous firms to set up in competition, and in the meanwhile to increase the bargaining power to existing customers. It so happens that the profit margins are large, but in this case—this is almost entirely an export 469 company—whatever the philosophy of the party opposite, it is entirely in the national interest that they should be so, and nothing but harm can come if this sort of thing is broadcast abroad. Even if we accept the need for this information, as some of my hon. Friends have said, it can well be supplied direct to the Board of Trade, and in confidence.
I have already referred to some of the defects in drafting, and, of course, the main problems here will be problems for the Committee, but I cannot resist a plea that we should at least try to limit the affront to our language. I suggest to the Leader of the House that instead of these fatuous morning sittings some hon. Members might sit down and see, before Bills come to this House, whether it is really necessary to have the absolutely monstrous sort of language that appears in Clause 8.
There is one other matter about which I should like to ask the right hon. Gentleman, and it is with regard to Clause 24. What on earth is the justification for making the transactions there specified criminal? These are the option transactions by directors. When all is said and done, the object is to protect the company, its members and creditors, not one of whom will be benefited by the fining of the director or his imprisonment. What is important, I suggest, is that the offending director should be fully accountable to the company for any profit that he may make as a result of a particular transaction.
Some of these transactions may be quite innocuous. Let me give one example. Let us suppose that a small company needs £10,000 in cash and a recently appointed director has this sum available but is unwilling to risk it. Would it really be wrong for some other member of the company to agree, for a nominal consideration, that if this director subscribed the £10,000 this other person would undertake to purchase the shares or debentures from him, if the director so wishes, at a certain date? If there is a consideration at all, it is criminal, if there is none, it is not. I cannot see that anybody is harmed.
I think that there is a grave omission from the Bill. It is not enough merely to ensure that the disclosures which are required are made, or indeed to ensure 470 that they are made in the right place where the information is assessable. It is also essential that it should be made in time to be any good. The Jenkins Committee had a good deal to say about this, but there is nothing in the Bill to get away from the idea that the filing of the annual returns and the directors' report should remain rigidly tied to the completion of audit. The result is that many large and reputable companies are not yet due to file their annual returns for 1964, simply because they are still waiting for audit.
To a large extent the purpose of this disclosure is to prevent fraud, and it is precisely in these cases where every effort will be made to cause the maximum delay. The Jenkins Committee pointed out at least one method by which this could readily be done. I suggest that however much the right hon. Gentleman may argue that some of the Jenkins recommendations should come along afterwards, it is no good putting in the Bill all these provisions concerning disclosure unless there is some provision for tightening up the time limit.
In my view this is a rather ill-thought-out Bill. Apart from the fact that it is incomplete, it is badly drafted. But because it contains good as well as bad: because, in some instances, the good is badly needed, and because, despite all our experiences in the past, we retain some minimal hopes of improving it in Committee, we shall support it.
§ 9.36 p.m.
§ The Minister of State, Board of Trade (Mr. George Darling)
The right hon. Member for Altrincham and Sale (Mr. Barber) surprised me by approaching the debate in a quite unnecessarily acrimonious way. I know that he always does a considerable amount of homework on such Measures as this, but on this occasion he seemed to have spent all his energies searching for party issues and then dressing up the chosen parts of the Bill for this purpose as sinister moves by the Government to undermine companies and the whole fabric of the private sector of the economy—which is sheer nonsense.
Both he and the hon. Member for Gloucestershire, South (Mr. Corfield) attributed motives to us which my right hon. Friend and I have never even 471 thought of. I was tempted to reply in the same party spirit, but to do so would have been most unfair to all the other hon. Members on both sides of the House, who have contributed to a very good, well-informed and, on the whole, constructive debate. I intend to reply in that spirit, with perhaps one or two partisan points in the time available.
When it fell to me to introduce the first somewhat truncated edition of the Bill, nearly a year ago, the provisions for the disclosure of political contributions aroused most controversy. As the right hon. Gentleman rightly said, I had to spend some time on that. I do not know whether it was the quality of my advocacy, the strength of my case, or the fact that very few reputable companies, big or small, are afraid to disclose their political contributions, but all this controversy has now died down. The criticisms made about the introduction of charitable contributions is somewhat misguided, because we included charitable contributions as a result of the debate on the previous Bill, in response to observations made by hon. Members opposite. In accepting their observations we are putting the matter into its right perspective.
Today's debate has brought out several other controversial features, the most important of which are, first, the degree of information which small companies should be compelled to disclose, secondly, the question whether we should retain the provision for the introduction of shares of no-par value and, thirdly, whether the provisions for stricter control of insurance companies are strict enough. Many other issues were raised, but I shall try to reply briefly to the three very important points to which I have referred and then, if there is any time left, I shall try to deal with some of the other points.
Several hon. Members complained that my right hon. Friend did not discuss the many issues involved in the numerous Jenkins recommendations which are not in the Bill. The right hon. Member for Reigate (Sir J. Vaughan-Morgan) thought that my right hon. Friend should have discussed three or four other issues. The hon. Member for the City of Chester (Mr. Temple), who has explained to me why he cannot be here, raised the question of unit trusts, and about a dozen more sug- 472 gestions have been picked up from Jenkins and elsewhere, so let me explain again—I do not know how many times we tried to do this—that this Bill covers only a quarter of Jenkins, the disclosure recommendations; its other proposals, and suggestions which have emerged since, will be dealt with in subsequent legislation.
I will try to explain why we have gone beyond Jenkins in various aspects of the Bill. Those hon. Members who say that we have gone too far have forgotten the general reception that the Jenkins Report received on publication. In the financial Press, in the City and elsewhere, it was described as timid and inadequate and it was said that it did not go far enough to provide a satisfactory basis for a new Companies Bill. Since the publication of the Report, there have been many further proposals from public discussion and from the Stock Exchange for the strengthening of the Jenkins recommendations.
We have accepted these criticisms and the subsequent proposals and have, where appropriate, strengthened the recommendations made in the Report. The hon. Member for Gloucestershire, South said that we have had four years to consider the Jenkins Report. This was a naive way of glossing over the fact that the previous Government had two years to consider it and did precisely nothing——
§ Mr. Corfieldrose——
§ Mr. Darling
The hon. Member took up a considerable time.
There were no preparations. We came in to find a completely bare larder. There was nothing there at all——
§ Mr. Darling
So far as we were concerned, the Jenkins Report was published in October, 1964, and within 15 months we had prepared the Bill and brought it before the House.
Let me deal with the case which the hon. Gentleman and others attempted to make in defence of the small companies, as he would call it. My right hon. Friend explained that in accepting the privilege of limited liability—I disagree with some views expressed opposite on this point—any company, whatever its size, must 473 accept obligations to tell in its published accounts how the company stands financially—not only to shareholders, but also to its creditors and its employees.
Hon. Members have argued that to publish all the information we ask for in the Bill would be damaging to some small companies. I will ignore the right hon. Gentleman's grossly exaggerated numbers and claims and say, as many others have said, that some small companies may be damaged. There is a genuine difference of opinion here. As my hon. Friend the Member for Heywood and Royton (Mr. Barnett) explained, anyone can now get hold of a good deal of information about the operations of small companies and their financial standing, even their turnover, by looking at their accounts—the kind of information which, I gather, the right hon. Gentleman wishes to conceal.
We have given a good deal of consideration to the extent of any damage to small companies if the Bill is not amended. We have genuinely tried to discover this, and our conclusions are very different from those offered by the right hon. Gentleman. Nevertheless, we have looked at the possibility of applying the de minimis rule here, but there are, as the right hon. Gentleman said, practical difficulties of definition in trying to exclude certain companies. However, our minds are not closed to this and to some other aspects of the Bill; and in Committee we shall see whether any practical proposals emerge which we have so far failed to find.
The right hon. Member for Altrincham and Sale asked me to comment on Clause 37, which he described as one of the key Clauses in the Bill. We intend to remove Clause 37 from the Measure and to make all companies subject to the provisions relating to filed accounts, full information of turnover and details of directors' remuneration. We believe that the information we require on turnover is in the interests of economic efficiency and that the information of directors' remuneration is in the interests of an incomes policy. I gather that the hon. Member for Gloucestershire, South is in favour of an incomes policy, provided that incomes are concealed.
§ Mr. Darling
The information may also be of value to creditors and employees, as I have explained.
Some hon. Gentlemen opposite have attempted to ridicule our intention to ask for information about exports. As we see it, every company in this country which can market its goods or services overseas should be doing so. Companies engaged in overseas marketing should say so. They should say it in their published accounts, directors' reports, annual meetings and elsewhere. If they wish to export and are able to do so, they should be boasting of their achievements, just as we are boasting about the export figures today. Companies which are not in export markets, but should be, should explain why they are not exporting, and that explanation should be given in their accounts, directors' reports and so on.
If the hon. Member for Worcestershire, South (Sir G. Nabarro) were in his place I would tell him that I agree that we should try to make some arrangement for the import savings which are provided by the activities of companies; by firms which are making an indirect contribution to exports by providing the components for goods which are sold overseas. This is the sort of information for which we are asking.
§ Sir C. Osbornerose——
§ Mr. Darling
I cannot give way. Very little time remains for me to complete my remarks. Whatever the hon. Gentleman wishes to say, we can discuss it on another occasion. We are perfectly willing to discuss these matters in Committee and my right hon. Friend and I will explain, properly and convincingly, why this proposition should be in the Bill.
I come to the question of whether or not companies should be permitted to issue shares of no par value. Because of the shortage of time at my disposal I must discard my notes about the merits of the case and will merely mention that our decision is that we will ask the Committee to delete Clause 35 and Schedule 3. We intend to have the case, for or against no par value shares, examined and debated in the House of Commons and a decision taken by Parliament, but this must be done in the context of the wider amendments and the many recommendations for changes in company law made 475 by the Jenkins Committee and other bodies, as well as arising out of Board of Trade experience, and this will be presented in later legislation.
We are also concerned not to have in the Bill any provisions which may have to be amended before they can be brought into operation. Hon. Members must recognise that permission to issue no par value shares cannot be provided simply by adding a Clause to this Measure. Considerable and substantial amendments will also be needed in fiscal legislation. There will have to be changes in Income Tax, Surtax, Corporation Tax and so on. These necessary changes must be considered before we can be sure that the provisions in respect of no par value shares in company legislation are properly drafted. If, as I say, Parliament decides in favour of the introduction of no par value shares, then we intend to have the appropriate legislation, both for company law and fiscal matters, properly drafted and done as one operation. The necessary Amendments to the Finance Act will follow the changes, if the House agrees, in the later companies legislation.
If it is the wish of the House to have no par value shares, then no time will be lost in their introduction if we take Clause 35 out of the Bill. Clause 47 says that Clause 35, the no par value share Clause, will come into operation on a day which the Board of Trade may by order appoint. It must be obvious, even to the noble Lords who insisted on putting this into the Bill, that my right hon. Friend cannot introduce such an order until the Treasury is ready to make the consequential changes in fiscal law, and the Treasury time-table is the same as ours. These changes, if the House agrees, will follow on the second Bill.
§ Mr. Barber
The right hon. Gentleman asked for 25 minutes in which to make his speech and this is the first time he has given way to an interruption. The Minister of State, Lord Brown, said in another place that in principle, so far as he was concerned, the proposal for no par value shares was acceptable. Does the right hon. Gentleman take the same view?
§ Mr. Darling
My noble Friend, Lord Brown, expressed his own personal view. I shall express my personal view when 476 the time comes. At the moment I do not want to discuss the merits of the case because in effect this is a technical issue. There is an intriguing aspect to the campaign in another place to rush and push no par value shares into this Bill. I think it important. Two of the leaders and foremost advocates are former Presidents of the Board of Trade, and their tenures of that office fit neatly into the time-table of this controversy. It began in 1952, strangely enough in Christmas week, when the Gedge Committee was set up to look into the question of no par value shares.
The Committee's Report was published in March, 1954. Three years later Lord Eccles took over at the Board of Trade, and he was there for a couple of years and did precisely nothing about the Gedge Committee Report. He was followed by the right hon. Member for Barnet (Mr. Maudling) who also could not be bothered with the Gedge Report. He was succeeded by Lord Erroll, now a fervent advocate of no par value shares in another place, but he showed no interest at all in the Gedge Report when he was in office. He was followed by the Leader of the Opposition who was also typically disinterested.
One can understand the attitude of Lord Eccles. He is saying in effect, "You cannot expect the Tories to put this legislation into operation. You have to leave it to a Labour Government to do it." We accept the challenge, but we shall undertake this change, if the House agrees to it, in a sensible and constructive way without any undue delay. If the right hon. Member for Altrincham and Sale carries out his threat to try to stop us taking the Clause out of the Bill, for technical reasons which I shall explain in Committee, he will delay the operation which he wants to set going.
I wish to deal briefly with the insurance section. The right hon. Gentleman made a surprising statement which I think showed that he had not properly understood what we have tried to do. He said that we turned down the suggestion made by the hon. Member for Worcester (Mr. Peter Walker) last summer to help us to get an amending Bill quickly on to the Statute Book. This is incorrect. We had, in fact, started the preparation of this amending legislation before we heard anything from the hon. Member and here 477 it is in this Bill. We put it in this Bill because it is the quickest route to the Statute Book.
Whether our provisions are severe or drastic enough to prevent future abuses in the motor insurance world, is an issue which we are prepared to discuss with an open mind in Committee. I hope that with that assurance, hon. Members who have been pressing me to answer specific questions about this part of the Bill will agree to let us deal with the whole range of questions on this subject in Committee.
I want to refer to the future legislation which has been the subject of some speeches. As I have explained, most of Jenkins is still to come. My right hon. Friend has said that we want at some point to consider the whole philosophy of company law. That was ridiculed. The right hon. Member for Reigate was very ungenerous about this, and his comments were well below his usual standard. I can assure him that a great deal of interest is being shown in this subject among industrialists in the City, and elsewhere. They are showing an interest in the question which is here posed—whether the private sector of the economy in these days is adequately based on the old concept of the joint stock company, or whether a new type of company might be more suited to the needs of private enterprise in the second half of the 20th century. We want all this to be examined, and we want the discussions to begin.
The place of employees in company law, the content of the Lord Chancellor's observations which have been somewhat criticised, has been mentioned several times. The point is that in company law the employee does not exist. Neither in the 462 Sections and the 18 Schedules of the 1948 Act nor in the Bill is the word "employee" mentioned once. He does not exist. In company law the employee has no interest and no rights.
Many of my hon. Friends have made valuable suggestions to bring employees within company law, to have them recognised and to ensure that they are given the fullest information about the operations of the companies in which they are employed and that provision to be made so that, if they wish, they can have a genuine share in the management of 478 their companies. We shall look at all these ideas and many more which are coming forward. We have taken note of the suggestion of my hon. Friend the Member for Ashton-under-Lyne (Mr. Sheldon) that we might have a Select Committee to look into all these matters.
I was asked a number of detailed questions by hon. Members who are no longer present, and I will pass over them.
I want finally to reply to some of the questions of my hon. Friend the Member for Heywood and Royton (Mr. Barnett). He mentioned the Protection of Depositors Act and such bodies and such failures as the Davies Investment Company. We will seriously consider his proposals about advertisements. The general amending legislation which is needed is something which we would be prepared to discuss with him and to see what suggestions he has. We ourselves have some suggestions on this matter and we will see how well we can go towards getting them on the Statute Book.
Other questions have been raised with which I would like to deal when we reach the Committee stage. I am sure that, when that stage arrives, the somewhat partisan attitude which has been displayed on one or two occasions today will entirely disappear and, as has happened so often in the past with legislation of this kind introduced by the present Government, we shall have constructive proposals and will agree that it is the duty of the Committee as a whole to put this very good legislation into the best possible shape and to ensure that it makes its proper contribution to the development of the private sector of our economy.
§ Question put and agreed to.
§ Bill accordingly read a Second time.
§ Bill committed to a Standing Committee pursuant to Standing Order No. 40 (Committal of Bills).