HC Deb 12 July 1967 vol 750 cc951-68

(1) A director or officer of a company whose shares are quoted or offered on a recognised Stock Exchange, and which has one hundred or more members, shall notify the Board of Trade within ten days of the end of the calendar month in which such an event occurs (or in which he becomes aware of its occurrence) of any event in consequence of which he becomes, or ceases to be, interested in any shares or debentures of the company, giving the number of shares or debentures in which he has become or ceased to be interested, the date of the event, the nature of their interest under one or more of the following heads—

  1. (a) direct beneficial ownership;
  2. (b) direct but non-beneficial ownership;
  3. (c) beneficial ownership through a holding company partnership, trust or other intermediary;
  4. (d) non-beneficial ownership through a holding company, partnership, trust or other intermediary;
and of the transaction under one or more of the following heads—
  1. (i) purchase or sale;
  2. (ii) bequest or inheritance;
  3. (iii) compensation for loss of office;
  4. (iv) capital distribution;
  5. (v) exercise of option rights;
  6. (vi) gift;
  7. (vii) rights issue;
  8. (viii) scrip issue;
  9. (ix) exchange or conversion;
  10. (x) redemption.

(2) An obligation imposed on a director or officer by virtue of the foregoing subsection shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the number of such shares or debentures held by the director following the event which gives rise to that notice.

(3) Information received by the Board of Trade under subsections (1) and (2) above shall he published by the Board of Trade in such form as it may consider suitable once in every calendar month.—[Mr. Bruce-Gardyne.]

Brought up, and read the First time.

Mr. Speaker

With this new Clause it is proposed that we take the Amendments Nos. 80, 81 and 83 to 97.

Mr. J. Bruce-Gardyne (South Angus)

I beg to move, That the Clause be read a Second time.

The purpose of this Clause is to argue the case for publication by the Board of Trade by what are commonly called insider share dealings; in other words, dealings by directors and others of public companies in the shares of the company of which they are directors and officers. I am grateful for the opportunity to discuss this Clause because since we discussed a similar Amendment in Committee some additional information has become available which, I think, affects our consideration of this argument.

I do not wish to argue anything which we do against the ownership by directors or officers of public companies of shares in those companies. On the contrary, it seems of great importance that directors and officers of public companies should have a stake in the equity of their companies because only in this way are they directly associated to their interests in the equity with the profitability of their companies at the point where it means most, namely, in the shareholders' interest.

Nevertheless, we have to balance the desirability of directors and officers of public companies having a stake in the equity of their companies against the danger that they will use their inside knowledge, their knowledge of forthcoming events which are liable to affect the value of the shares of the company to effect a bargain with a member of the public who is not so informed to the disadvantage of the latter. This is the balance I am anxious to strike in this new Clause. The Government propose in the Bill that companies should keep a register of insider share dealings and beneficial ownership of 10 per cent. or more of the equity and that this register should be available for inspection by members of the company at all times.

This is a great improvement of the position which pertains at the moment under the principal Act, by which the register of insider shareholdings is available only around the time of the annual general meeting. Nevertheless, I feel that the position could be further improved in respect of public companies. I emphasise that these proposals deal only with public companies, which I believe are in an entirely separate position in this respect from private companies, the shares of whch are not quoted and are not available to the general public through the Stock Exchange. On this account, I do not think that the present Bill goes far enough in dealing with public companies.

First, it is possible that by the time the. word gets around that insiders—directors or officers of public companies —may have been dealing on the basis of privileged knowledge—for instance, a take-over situation or at the time of a dramatic change in the trend of the company's fortunes, whether upwards or dcwnwards—and by the time that members of the company have got round to studying the register, which may be kept at the company's registered office but conceivably in some circumstances fairly inaccessible, the damage may already have been done.

Secondly, while the knowledge that a register of insider share dealings will be available at all times for members of public companies may be a deterrent to wrong doing, I do not think that it is nearly as powerful a deterrent as the knowledge that such information would be published and generally available to the financial Press and hence to the general body of shareholders in the public company. The mere fact of publication would be a very effective deterrent to misbehaviour by the small minority of insiders, of directors and officers in public companies, who might be inclined to misbehave.

It seems to me that a knowledge of how insiders—directors and officers of public companies—view the prospects of the company, in so far as it can be interpreted from the way in which they deal in the company's shares, would be of great interest and perhaps of great value to the general body of shareholders in the company. I do not press the argument too far, but it is perhaps not unreasonable to suggest that the general body of public shareholders should have access to this information.

On the other hand, I accept that we have to be very careful not to overload public companies, or, indeed, the Board of Trade as the regulatory body, with additional regulatory or publication duties at a time when we are considering a Bill which will add considerably to the red tape surrounding the operations of companies—and add to it, in many cases, to my mind, in an entirely unnecessary and deleterious manner. It is, therefore, desirable to look into precisely what happens in the United States where, as the President of the Board of Trade is well aware, the Securities and Exchange Commission produces a regular monthly publication, a bulletin of insider share dealings. I have made some investigation to find out exactly how this operates.

What happens. in effect, is that directors and officers of leading public companies—I shall come in a moment to the range of companies covered—are required to pass details of any dealings in shares in their companies in which they may be directly or indirectly interested to the Securities and Exchange Commission within 10 days of the end of the month in which the dealing takes place, in the form, broadly speaking, which is set out in the Clause—in other words, under the various headings which are set out relating to the type of interest in the shareholding and the nature of the transaction.

I have found that this information is collected by a group of 13 employees of the Securities and Exchange Commission, receiving an average salary of 6,500 dollars a year. A salary of 6,500 dollars a year is not by any means a princely salary by American standards. In fact, it is a very small average salary indeed.

Mr. George Younger (Ayr)

It is microscopic.

Mr. Bruce-Gardyne

As my hon. Friend says, it is a microscopic salary.

It is clear that the group of 13 includes the office boy and the girl who makes the tea. All this is done by this group of 13. Therefore, it seems clear that this is not an onerous burden to place upon the Board of Trade. Of course, in this country we do not have the Securities and Exchange Commission, and, although I think there are arguments either way, I think that, on balance, we are better without it. Therefore, if we are to place such a burden anywhere, we shall place the burden of publishing information of this nature upon the Board of Trade.

The other aspect that we have to consider is, if this would not be an excessive burden to place on the Board of Trade, whether it would be an excessive burden to place on the public companies concerned. All the information that I have been able to obtain from the United States of the way in which the S.E.C.'s operations work suggests that it has not been found to be an excessively onerous imposition on the major public companies in the United States. In fact, it seems to work automatically and very smoothly.

When we were discussing this subject in Committee I was exercised by the fact that, according to the information I then had, the Securities and Exchange Commission was collecting this information only from what are called the listed companies—that is, companies which are listed on the American Stock Exchanges which amount to about 2,500 companies, I understand, whereas there are 4,500 companies listed on the London Stock Exchange. I was, therefore, rather concerned that the volume of information which might result from a Clause of this nature coming into the Board of Trade might be unmanageable.

However, I have since learned that since 1964 in the United States—the President of the Board of Trade may possibly be able to confirm this—companies with 500 or more members and net assets in excess of I million dollars are required to pass this information regarding insider share dealings to the S.E.C., and this brings in an extra 3,000 companies into the net, making a total of about 5,500, which, of course, is appreciably more than the number of companies quoted on the London Stock Exchange.

10.15 p.m.

The end result of this collation of information is the official summary of security transactions and holdings, pub- lished once a month by the Securities and Exchange Commission. The volume I have here is dated March, 1967, and runs to 81 pages. It is the end product of the work of those 13 officials of the S.E.C., each drawing an average salary of 6,500 dollars a year.

In case it might be thought that the Clause would impose an excessive additional burden on the Board of Trade, I have limited its application to those companies with 100 or more shareholders. To take the figure used in the United States of 500 or more shareholders would, in the context of United Kingdom company legislation, draw the limitation much too narrowly, and it seems to me that to set the limit at 100 or more shareholders is not unreasonable. I have been unable to ascertain exactly how many companies would thus be brought within the net. I put a Question to the Board of Trade, but the Minister could not give an answer, understandably, perhaps—I do not complain—and added that it would be excessively difficult to produce an answer. The best estimate I have is that about 3,500 or perhaps a few more public companies quoted on the London Stock Exchange would be brought within the net under the terms of the Clause.

Since we discussed the matter in Committee. I have widened the scope of the Clause to include officers as well as directors. Several hon. Members argued that, in the case of certain public companies —one thinks particularly of insurance companies, for instance—the officers may well be better informed, with more insider knowledge on which to base their dealings in the company's shares, than the directors are. This is a valid point. I have been careful not to define what I mean by officers, and I shall be interested to hear what the President of the Board of Trade regards as a suitable definition for this purpose. I recognise that it creates some difficulty. On the other hand, I suggest that, in a fair number of companies, it is a little inequitable to place a special burden on directors which is not placed on officers who may, in fact, be in a better position to make use of insider knowledge than the directors are.

In Committee, the Minister of State said, in effect, that, in principle, he was all for the proposition that insider share dealings should be published, and published fairly quickly, but he did not see how this proposition would fit into the context of the Bill. He suggested that it should be held over so that we should see how the many changes introduced by the Bill would work—the keeping of a register of insider share dealings and beneficial ownership of 10 per cent. or more of the equity, and the availability of these registers at all times to members of the company—and we could then see whether they eliminated abuses arising from insider share dealings.

Then, if the Government were not satisfied by the way the provisions had worked out in practice, they would seriously consider inserting something on the lines of the new Clause in the next Companies Bill, which they regularly promise we shall have before the expiry of the present Parliament. I have always been very sceptical about the second Bill, and I still am.

In any case, if there is a good argument for the publication of insider share dealings it should be acted upon now. I cannot see why we should wait for the next Bill. If there is a case, as I believe there is, for having insider dealings promptly published; if it can be shown, as I believe it can, judging by American experience, that it can be done commodiously, expeditiously and not too expensively; I cannot see why we should wait for the next Bill simply because in the eyes of the Government it is supposed not to fit in with the philosophy of this Bill. I have never noticed that the Bill is particularly strong on philosophy, but even if it were I do not see that there is a good case for delaying acting on an argument if the argument itself is accepted.

I therefore commend the new Clause to the House. I believe that the rapid and frequent publication of insider dealings would help to eliminate some of the abuses which have arisen from time to time. Hon. Members on both sides will have them in mind. It would perhaps help to ensure, for instance, that in a takeover situation the directors and officers of a company were not motivated too much by considerations of possible gain, or loss of their own holdings, as opposed to the interest of the general body of shareholders. It would also add to the knowledge which the shareholders in a public company have a right to obtain.

I believe that changes in the Bill along these lines would be very acceptable to the Stock Exchange. I am sure that they would be of great assistance to the financial Press, which I consider to be the most effective day-to-day guardian of the interests of the smaller shareholder. I therefore hope that on more mature reflection the President of the Board of Trade may give us a more forthcoming reply than the Minister of State could give in Committee.

Mr. Gresham Cooke

My hon. Friend the Member for South Angus (Mr. Bruce-Gardyne) has made a characteristically honest and honourable attempt to control the efforts of the insiders, the "fly boys", who from time to time undoubtedly make money from their transactions. But I should not like it to be felt for a moment that contact with company directors leads one to make money.

I find exactly the opposite. When I ask directors of companies what is happening they say, "We are doing very badly but—we cannot understand it—our shares are going up", or one may ask a director about his company and he will say, "Frankly, we are doing very well, but we cannot understand why our shares are going down."Therefore, any advice that one gets from directors is of absolutely no interest or profit. However, I agree that one gets honest directors who say "We have just landed a contract with I.C.I. We think that we are doing very well, but it does not necessarily mean that the shares will go up."

I am sure that what my hon. Friend the Member for South Angus says is true, that there are officers of companies who make money on the side by these operations. Having said that, I confess that I think that my hon. Friend—I really regard him as a Right-wing Tory—is taking a very strong Socialist hammer to crack what may be a very small nut.

Mr. Bruce-Gardyne

I cannot allow my hon. Friend to say that I am using a strong Socialist hammer. What I am concerned to do is to ensure that in this question, as in so many others, the private enterprise system and the private enterprise company legislation operate to the interests of the small shareholders. I should have thought that that was the very reverse of a Socialist hammer.

Mr. Gresham Cooke

The Clause certainly requires a great deal of information month by month from the directors and officers of companies, and to that extent it is something that we would want the President of the Board of Trade to bring forward from time to time. At the same time, I see my hon. Friend's point that these things are, or should be, required from honourable directors. The question that ought to be brought out is: is it practical for the London Stock Exchange to obtain this information and publish it month by month? In America, a great deal more information is given by companies every month to the New York Stock Exchange and the Securities Commission. I should have thought that we had not reached the stage at which it would be possible for the London Stock Exchange to give this information to the public or shareholders.

Mr. Bruce-Gardyne

I am not suggesting that it should.

Mr. Gresham Cooke

But, as I read the Clause, it is incumbent upon the directors and officers to supply the information month by month. Anyhow, I fully support the efforts of my hon. Friend to make this practical, but whether it is practical I take leave to doubt.

Mr. Michael Shaw

I congratulate my hon. Friend the Member for South Angus (Mr. Bruce-Gardyne) on his expertise and knowledge of the matter and also on the research that he has done and the hard work that has been converted into this Clause. It is fairly certain that he cannot be in any expectation that the President of the Board of Trade will meet him wholeheartedly this evening. None the less, even a good cause requires persistence, and it may be that as a result of his persistence in Committee and his efforts tonight, success may eventually be his. While travelling along a road one must always travel hopefully, and who knows when the moment will be when his hope will be fulfilled after all.

Clearly, my hon. Friend has a great number of points in favour of his suggestion. I support him 100 per cent. in the view that it is still important—I know this is denigrated in many quarters —that directors should have a stake in their own company and everything towards that direction should be encouraged.

10.30 p.m.

None the less, having said that, I believe that directors have a special responsibility. After all, they are the custodians of the fortunes of the shareholders and the shareholders appoint them—mostly triennially—to look after the affairs of the company. By virtue of their office, they are in a position to gain information at a much earlier date than the general public.

So, when we are dealing with shares quoted on a public stock exchange, if a director suddenly begins to take an interest in purchasing shares or—and this may be the more serious of the two—in selling shares, it is probable that he has some special reason for doing so. If that special reason is not due to his personal circumstances, but is due to his knowledge of the working and fortunes of the company, this knowledge should either be shared with the public at large, or the public should be put on guard about the fact that the director is interesting himself in these transactions.

I recollect from my own experience a case of this sort when the company was not doing at all well and the directors persuaded the shareholders and the Board of Trade to agree to a postponement of the annual general meeting for six months. This meant that the accounts were months out of date when they were presented to the shareholders, and a considerable number of transactions had taken place in the shares by the time they were finally published. Clearly, this sort of situation ought to be stamped on. The shareholders should be put on guard as to the movements of shares in which directors have an interest.

I am a little more doubtful about the proposal for bringing officers into this category. I can see the force of the argument presented by my hon. Friend, but the objections which he himself raised about defining "officers" are major. By trying to go too far with the Amendment, he may well have made it difficult to accept, because it will make the whole proposal too complicated.

My hon. Friend the Member for Twickenham (Mr. Gresham Cooke) was far more cautious in his approval of my Inn. Friend's scheme. In principle, I am 100 per cent. in favour of the scheme aid I think eventually this will have to come to pass. My hon. Friend the Member for Twickenham painted himself in rather al innocent role in his discussions with his director friends. If they had expressed a view to him, which he believed, that the company was doing well bit the shares were going down, it would seem to be a clear indication to invest in that company.

Unfortunately, I never get this news until it is far too late. I find that the cream, as it were, has gone off the market. Of course, a similar situation faces all professional advisers to public companies and, indeed, to any company. As a chartered accountant, I know from experience how careful one must be in handling any shares of which one has inside knowledge, to make sure that one only deals with them at certain times of the year when one has only the same information as anyone else. Obviously, one does not deal with them when one has special information which is not generally available to the public.

This I believe to be right. I believe, also, that this restraint should he put on all public companies in the way my hon. Friend has suggested. Again I congratulate him on his efforts. I believe this to be one further step towards the success he desires to achieve, although it is doubtful whether tonight will be flu' night for the new Clause.

Mr. Stainton

I am sure that anyone who is interested in company shares will feel that insight in share dealings must be highlighted. The Government have gone a considerable way towards this by Clauses 20 to 29 of the Bill. This Clause seeks to do two things. The first is to extend in greater detail the provisions in Clause 27 about the type of transactions which should be reported, and the second is the extension to cover officers of a company. One might also include the private secretaries of the managing directors and their cousins. It is difficult to know where to draw the line.

The most important element in the Clause is the suggestion that the Board of Trade should receive alterations and publish them along the lines of the Securities and Exchange Commission in the United States, and do so monthly. Since I have reservations about the implementation of the new Clause at this stage, I put the following case to the President of the Board of Trade.

Suppose that an enterprising firm of publishers avails itself of Clause 27(8) by requesting, at a fee of 2s., an extract of changes in directors' holdings—not, admittedly, in the amount of detail proposed in the new Clause, but in the very large detail proposed in Clause 27. Clause 29 deals with the mechanics of registration and notification of transfers. One need not be a shareholder to request this information. Suppose the firm of publishers then publishes the extract with fair promptitude, not perhaps within the month but certainly, I would think, within two months anyway.

We shall probably see a development like that and in these circumstances I would be content to let the matter rest where it is and see what happens in the next year or so.

Mr. Jay

We have had an interesting debate about this matter of disclosure of share dealings by insiders. There seems to be some difference of opinion opposite on how far we should go, in particular. as between the hon. Member for South Angus (Mr. Bruce-Gardyne) and the hon. Member for Twickenham (Mr. Gresham Cooke). Far be it from me to intervene between these holy men in this branch of doctrine.

Nevertheless, I find myself rather in sympathy with the hon. Member for Sudbury and Woodbridge (Mr. Stainton) in that probably we had better take one step forward in a fairly cautious and moderate fashion before we proceed further.

The hon. Member for South Angus has advanced an interesting and persuasive argument. I think that we are all agreed that we do not want to prevent directors of public companies, or even put obstacles in their way, from taking an interest in the shares of their own companies. Indeed, a very cogent argument could be advanced in favour of their identifying their interests with those of their shareholders. However, we are all agreed that, in so far as they do so, they should be prepared to make known to the shareholders and the public generally what interest they hold.

Before becoming a member of the Government, when I did a certain amount of investment advice, I found a visible tendency on the Stock Exchange for the shares of companies to come down when they raised their dividends and for shares to go up when dividends were lowered, and this led one to believe that there were people who knew in advance what was to happen and who took the opportunity to make profits out of it. I was not sure whether the hon. Member for Twickenham was speaking as an insider or an outsider.

Mr. Gresham Cooke

Merely as one who took an impartial view.

Mr. Jay

I am sure that the hon. Gentleman took an impartial view, but I have never regarded him as an outsider. Nevertheless, this phenomenon shows there is a strong case for providing that those with this inside knowledge should at least declare to the shareholders of the company and to the public what their interest is.

I agree with the hon. Member for Sudbury and Woodbridge that the Bill takes a considerable step in this direction. Clause 27 requires a director to notify his company, that is to say, the shareholders of the company, of his interest in its shares and debentures, or his interest in the shares and debentures of other companies in the group. This means that it will be a duty on him to declare his interest and thereafter to declare any sales or purchases of shares of this kind, and I take it that we are all agreed about that and regard it as a considerable step forward.

What the hon. Member for South Angus is proposing is that, in addition to this, the director of a company whose shares are quoted or offered on a stock exchange which has at least 100 members should give information to the Board of Trade and not just the members of the company about his interest in the company's shares or debentures and that the Board of Trade should publish this information once a month. I recognise that this is modelled on the practice followed in the United States by the Security and Exchange Commission and that an argument in principle can be advanced in favour of it.

On the other hand, we must take account of the fact that the Jenkins Committee, to which we are all paying attention and allegiance in these debates, examined American law and practice in this respect and did not come down in favour of recommending that we should immediately at this stage follow the present United States requirements.

Mr. Stainton

Would not the right hon. Gentleman agree that under Clause 29(8) any member of the company or other person may require details of these changes, which situation leaves it wide open for any interested party to publish them and which would achieve this end in the new Clause?

Mr. Jay

That is so. It is not quite equivalent to the United States practice, but it goes a considerable way in that direction. We have considered this again, partly in response to the arguments of hon. Members in Committee and partly on account of the hon. Gentleman's Amendment. If we were to do that, it would be necessary to hold consultations with outside bodies—for instance, the Stock Exchange—which could hardly be done in time before the Bill reached the Statute Book. Most of us do not wish to delay too long the time when the Bill reaches the Statute Book.

10.45 p.m.

Therefore, it would be wiser to make the advance which we are making in the Bill, but, in view of the Jenkins Report and the experience in this country generally, not to proceed further until there has been time for more extensive consultations. I recognise that the hon. Member for South Angus is anxious to move ahead at a great rate and is a radical reformer in this respect. It shows what a moderate, cautious, and modest policy we are pusuing in that we are being rather less impetuous than the hon. Gentleman would wish us to be. Our motto is: "One step enough for me amid the encircling gloom "—the encircling gloom of the companies legislation.

Nevertheless, this is a major step forward, and most of us would favour directors of public companies taking an interest in the shares of their companies, but that there should be increased publicity for the purchase and sales of the shares and debentures of those companies.

Mr. Bruce-Gardyne

The President of the Board of Trade has at last produced what seemed to me a convincing argument. He said, "One step for me amid the encircling gloom". There is so much encircling gloom round the Government's economic policies that we are all hard put to it to take any steps at all. This is the first argument for caution which I have heard on Report or in Committee; but it is an impressive one.

We all seem to use the Jenkins Report to suit our own purposes. It was said at the time of the discussions about the European Free Trade Area that the Americans' great slogan was " G.A.T.T. mit uns". Both on the Government side and on the Opposition side, we are inclined to say "Jenkins mit uns" when it suits us. But the Government are inclined to forget Jenkins when it does not suit them. Therefore, we are bound to view this argument with a certain amount of suspicion.

May I correct one misunderstanding, which is probably my fault, which lingers in the mind of my hon. Friend the Member for Twickenham (Mr. Gresham Cooke). I was not suggesting in the new Clause, and I have never suggested, that the Stock Exchange Council should collect or publish this information, be-ca use I do not think that the Council, not being a statutory body, could be expected to do it or could do it. The suggestion is that the Board of Trade should do it.

A number of hon. Members have criticised the inclusion of officers in the requirements of the new Clause. I was disappointed that the President of the Board of Trade did not deal with this point, which is not unimportant, as to whether officers should be included as well as directors in any requirements regarding publication of their share dealings, and, if so, which officers.

My hon. Friend the Member for Sudbury and Woodbridge (Mr. Stainton) pointed out that it would be difficult to know where to draw the line. I accept that, but it is interesting to note that the Security and Exchange Commission seems to have found it possible to arrive at a point at which it is reasonable to draw the line. I would not have thought that it would have been straining the ingenuity of the Board of Trade too far. However, we do not know whether it would be because the President of the Board of Trade did not tell us.

The most important suggestion to emerge from the debate is the one made by my hon. Friend the Member for Sudbury and Woodbridge that it would be perfectly open to an enterprising publisher to make use of Clause 29(8) and to collate and publish the information which will be available in future in the register, of insider share dealings and beneficial ownership of 10 per cent. or more of the equity of public companies. He was arguing that this would achieve the same purpose as the new Clause, although somewhat more belatedly and at one remove.

In principle, I can see no objection to that argument, although I am bound to confess that I am a bit doubtful about the likelihood of this actually happening. I do not imagine that there would be an enormous or profitable sale for such a publication. I do not know what the sale of the Official Summary in the United States is, but I gather that it is a rather-expensive publication to which to subscribe. I doubt whether a similar publication in this country would receive a very wide circulation, or whether it would be a profitable one. I may be wrong.

Mr. Gresham Cooke

What would my hon. Friend do about the aunt of the managing director, and the private secretary? Are they to appear in the publication about which he is talking?

Mr. Bruce-Gardyne

I think that the aunt is covered. At least she could be. The President of the Board of Trade shakes his head, but I would not like to enter into an argument with my hon. Friend about it. I am not sure that it would be in order. As regards the private secretary, I was hoping that we would have some sort of explanation of the Board of Trade's thinking along the lines of distinguishing officers and those who would be required to disclose their share dealings. The Board of Trade should direct its mind to this.

I found the suggestion of my hon. Friend the Member for Sudbury and Woodbridge attractive. There is a valid case for seeing whether some enterprising publisher will get round to publishing some sort of regular summary of insider share dealings from the information which will be available in the register kept at company offices. I am sceptical whether this will happen. If it does not there will be a strong case for introducing something along the lines of the new Clause.

In the light of the discussion which we have had, and in the light of the rather mitigated assurance from the President of the Board of Trade that if the encircling gloom ever lifts—which I doubt so long as he and his hon. Friend are the incumbents of the benches opposite—they may be prepared to take another step, I beg to ask leave to withdraw the Clause.

Motion, and Clause, by leave, withdrawn.

10.55 p.m.

Mr. Jay

I beg to move, That further consideration of the Bill, as amended, be adjourned.

We have made, perhaps not sweeping progress, but some material progress with the Bill today. We have had useful, helpful and, if I may say so, rational discussion. I gather that there is no great enthusiasm in the House for proceeding for a great number of further hours tonight. For those reasons, and in the hope that we may have equally useful, cooperative and expeditious consideration of the Bill next week, or whenever is the time agreed. I commend the Motion to the House.

Mr. Corfield

Naturally, I do not wish to oppose the right hon. Gentleman's admirable suggestion. I wish merely to make clear that I am not to be regarded as in any way a party to the manoeuvres of the Leader of the House in regard to what is to happen tomorrow. I think that round about 11 or 12 o'clock is quite late enough to discuss serious matters, and I favour the right hon. Gentleman's proposal.

Question put and agreed to.

Bill, as amended (in the Standing Committee), to be further considered Tomorrow.