Clause 29.—(PROVISION FOR SECURING THAT INFORMATION FURNISHED UNDER SECTION 27, AND CERTAIN OTHER IN- FORMATION ABOUT DIRECTORS' IN- TERESTS, IS RECORDED AND MADE AVAILABLE.) (Hansard, 19 July 1967)

§ Mr. Deputy Speaker (Sir Eric Fletcher)
We now come to Amendment No. 73, and it has been suggested that it would be for the convenience of the House if, with it, we took the following Amendments:

§ Mr. Grant
I beg to move Amendment No. 73, in page 29, line 23, after 'keep', to insert at an appropriate place'.
This Amendment deals with the place where the register of directors' dealings, which arises under Clause 27, should be kept. This matter has been through a somewhat chequered career. Its place has been changed from time to time and it was, originally, the place where the company has its registered office; the register was to be kept there. Then, in Committee, the Government moved an Amendment to provide that it should be at the office where the company's register of members was kept, but people who understand these matters, such as the C.B.I., did not regard this as satisfactory, and so it is now proposed that the register should be moved again.
The purpose of these Amendments, generally, is to enable a register to be kept either at the registered office of the company, at the place where the register of members is kept, or at its principal place of business. I must compliment the Government on being flexible in putting down Amendment No. 196, in page 30, line 23, to leave out from 'shall' to 'and' in line 24 and to insert:—

(a) if the company's register of members is kept at its registered office, be kept there;

(b) if the company's register of members is not so kept, be kept at the company's registered office or at the place where its register of members is kept;.
2354 This is a proposal which goes part of the way. It enables the register to be kept where the company has its registered office or where its register of members is kept, but we think that a rather broader interpretation should be adopted. We could have a company where its principal place of business was in one area, its registered office in another, and its register of members was kept at a third. There is absolutely no reason why this register of directors' share dealings should not be kept at any one of those places.
Therefore, to give this the widest possible interpretation, we have used the words, "at an appropriate place", and this also has the virtue of following the provisions of Clause 26, which refers to "an appropriate place". It seems eminently sensible that there should be a flexible approach to this problem. Those concerned with industry and the operation of the Bill say, however, that the convenience to companies and directors should exceed any inconvenience to those who have to search and probe into the activities of directors.

§ Mr. Michael Shaw
We ought to offer a word of congratulation to the right hon. Gentleman. He really is trying in several of these Amendments. We had a reasonably long discussion on the question of indices during the Committee stage, but I do not think we had any debate on this particular Clause, and I would like to ask if we really do agree that while the index is very appropriate for the other registers being kept, it is really necessary to keep an index of the register when we are dealing only with the directors. Very few companies have more than 20 directors, and it really could not take long to go through 20 sheets of paper. I think that to insist on what the Government seek to do is gilding the lily just a little too much.

§ Mr. Darling
Subsection (3) as drafted requires a company to make up its register of directors' share interests so that the names appear in alphabetical order. Amendment No. 195 deletes that requirement and in its place there is the new requirement, introduced by Amendment No. 197, that, unless the register itself constitutes an index, the company shall keep an index. I agree that if there are many directors, that might constitute a 2355 burden and I should like to look at that again to see whether we are doing something which is not necessary. We are so busy meeting the wishes of the Opposition that we have probably tumbled over ourselves in the process.
I think that our other Amendments are the most satisfactory way in which to deal with the problem with which the hon. Member for Harrow, Central (Mr. Grant) has attempted to deal. Hon. Members will remember that in Committee the hon. Member for Scarborough and Whitby (Mr. Michael Shaw), and I got into a bit of a tangle about whether we were meeting the wishes of the C.B.I. in this matter. Frankly, until we had had discussions with the C.B.I., we were not sure whether we had succeeded in meeting what was a genuine case.
Some very large companies are now working out their registers of members on computers. If a company's computer is at place A, there is no point in carting all that stuff somewhere else so that the register of members can be examined. If we accepted the other Amendments and did not accept the Government Amendments, people who wanted to examine the three registers, that of directors' dealings, the register of major share interests and so on, and the register of members, would have to go to three different places.
If our Amendments were accepted, however, there would be three possibilities: all three registers would be at the registered office of the company; all three registers would be at some other place; or the directors' register and the register of major interests would be at the registered office and the register of members at some other place, in other words, where the computer was. I am certain that our Amendments cover all the matters about which the hon. Member for Scarborough and Whitby and I got confused in Committee.

§ Mr. Grant
It seems odd that the register of major interests and the register of members can be kept in one of two places while the directors' service contract can be kept in a third place, namely, the place of business. I do not understand why the directors' service contract should enjoy the privilege of having a third possible office while the others have only two.

§ Mr. Darling
I do not think that that is so. I thought that we ended with only three places and not with the place of business. However, I will look into that to make sure that we have it right.

§ Mr. Corfield
Subsection (2) of Clause 26, referring to the place where the directors' contract is to be kept, provides: The following shall, as regards a company, be appropriate places for the purposes of the foregoing subsection, namely,

(a) its registered office;

(b) the place where its register of members is kept (if other than its registered office);

(c) its principal place of business.
This would be brought forward into Clause 29 by my Amendment No. 75. It seems odd that if one wants to see the register of members or the register of share dealings one has a choice of two places, whereas if one wants to see the contract, which may be a much more complicated document on which one may want to spend much more time and which may be relevant in chasing directors' share dealings, one may find it in a different place. It is curious that, having put subsection (2) into Clause 26, it should not be regarded as equally appropriate for the other purposes, vice versa, if it is appropriate to have two places in Clause 29 it might be appropriate to have only two places in Clause 26.

§ Mr. Darling
The hon. Member for Harrow, Central (Mr. Grant) is quite correct, that the directors' service contracts can be kept in the principal place of business, because that is what was asked for by the C.B.I. and other industrial bodies. It is easier to keep them confidential if they can be kept at the principal place of business, which is where the responsible official of the company will be. This is where I was confused. I thought that the hon. Member was talking about a register of members.