HL Deb 20 July 1967 vol 285 cc363-75

3.12 p.m.

LORD SHEPHERD

My Lords, with permission I should like to make a short business statement. It remains our hope and intention that your Lordships' House should rise for the Summer Recess on either Thursday or Friday of next week, subject to the progress of business. The Commons completed their consideration of the Companies Bill early this morning. The Government hope that the House will agree to take the consideration of the Commons' Amendments on Thursday of next week. It is proposed that the House should sit at 11 a.m., as is often the case prior to the Recess.

In regard to to-day's business, there are some 83 Amendments to the Countryside (Scotland) Bill, and although the Scottish Peers are renowned for their brevity I think it is hard to believe that they could complete the Committee stage until a late hour. We also have the Second Reading of the Brighton Marina Bill, when an important Instruction may be moved. I therefore propose that we should adjourn the Committee stage of the Countryside (Scotland) Bill between 6.30 p.m. and 7 p.m., and then take the Second Reading of the Brighton Marina Bill. In view of the difficulties of Scottish Peers in sitting on Mondays, I should like to propose that the further consideration of the Countryside (Scotland) Bill be taken on Wednesday next. I hope it will be acceptable to the House if on that Wednesday we were to sit at 11.15 a.m. and take this Bill until 1 p.m., then to adjourn and to commence the Private Member's Bill at 2 p.m. If it is necessary—and hope it is not—we can complete the Countryside (Scotland) Bill after the Private Member's Bill.

LORD CARRINGTON

My Lords, reverting to the first statement of the noble Lord, which he clothed in his usual very reasonable manner, the House has listened to an astounding request that the Commons Amendments on the Companies Bill should be considered next Thursday. With your Lordships' permission, perhaps I may recall the events which have led up to this situation, because I think this is an important principle.

The Companies Bill was introduced in this House on November 22 of last year, and it left this House for the Commons on January 31 this year. Six months later, and with only a week to go before the end of the Session, your Lordships are asked to consider what is practically a new Bill. Between 30 and 40 new clauses have been inserted and 200 Amendments made. All of them have been introduced in the Commons, and I think it is frankly preposterous that with a very few days in which to examine these Amendments we should be asked to consider what are, after all, very important changes in the Bill, and then only have one day to discuss them. Then—although the noble Lord, Lord Shepherd, skated rather delicately over this—I understand it is the intention that the Bill should receive the Royal Assent on Thursday or Friday of next week, which of course means that your Lordships would not be able to send any of the Amendments back to another place.

I must say quite frankly that I regard this as treating your Lordships' House with contempt. The noble Lord the Leader of the House, and certainly the noble and learned Lord on the Woolsack, bear a great responsibility for what has happened. During the passage of the Bill through this House, time and time again the Lord Chancellor said that he was unable to accept any fundamental amendment to the Bill, and on one occasion he even threatened to withdraw the Bill if a fundamental Amendment was pressed. At the Committee stage, the noble and learned Lord on the Woolsack devoted one entire speech of six whole columns of Hansard to saying how impossible it was to enlarge the scope of the Bill, since Parliamentary time was not available. He said that if we were prepared to start the Companies Bill in this House it was to be on the clear understanding that it was not going to build up into anything more than 87 clauses.

What do we find? We find an almost entirely new Bill coming back to your Lordships' House. Why, if it was so necessary to have all these Amendments and new clauses, were they not inserted in this House, and why has it proved possible now to do something to enlarge the scope of the Bill which was impossible at that time? What has happened to make it more convenient and possible for the Parliamentary timetable to be expanded and to introduce this new Bill, in effect, at the end of a crowded Session? Many of these Amendments and new clauses were inserted at the Report stage in another place. They have been discussed, if at all only during an all-night sitting last night which finished at 6.30 o'clock this morning. Is this really the way to legislate in a matter of such importance as Company Law? It is not single-Chamber Government, it is not Chamber Government at all. It is rule by decree of the Board of Trade.

I really must say, in all friendliness, to the noble Earl the Leader of the House—he is not in his place but perhaps my remarks will be reported to him—that I am surprised that we have had no apology whatever from the Government about the way in which Parliament and this House in particular has been treated. I protest on behalf of my noble friends in the strongest possible terms. I must tell noble Lords opposite that when we come to take this Bill on Thursday, as I suppose we must, we shall have to examine it in the time available as best we can, and we shall do what we think is right and not what we think convenient for the Government.

LORD BYERS

My Lords, I wish to add my protest to that of the noble Lord, Lord Carrington. It really is quite monstrous that this House should be required to deal with these 30 new clauses and literally hundreds of Amendments made to the Companies Bill in another place in the period of one Parliamentary day. This House is meant to be a revising Chamber. We ought to be given the proper time and facilities with which to do the job. In our view, it is quite intolerable that we should have received this Bill at the tag-end of a long and very weary Session. It shows not only scant respect for this House but, to my mind, the incredible inefficiency in the Government's handling of Parliamentary business as a whole in both Houses. I would ask the noble Lord to represent our views most strongly to his colleagues in another place: that we regard this as completely inefficient and unacceptable. I am told that there is still a great deal wrong with this Bill. We ought to have the time to put it right. I hope that this will never happen main. When the next Companies Bill comes, which I understand will be in the next Session—and, in my view, it must be in the next Session—we shall expect to be able to put a number of things right, and to have proper time to do it.

LORD SHEPHERD

My Lords, I must admit that I anticipated the indignation of the noble Lord, Lord Carrington, and the noble Lord, Lord Byers. If I may say so, I have a good deal of sympathy with what they have said. I was anticipating a chorus of "Hear, hears!" on this side to join with the "Hear, hears!" of the noble Lords opposite. May I explain some of the difficulties that have arisen on this Bill? The noble Lord is quite correct in stating that the Bill started in your Lordships' House in November and was sent to the House of Commons on January 31. It is perfectly true, too, that the Bill has become very much larger than when it was in your Lordships' House. But I will say this—and I bring it out of my memory because I see the noble Lord, Lord Erroll of Hale, opposite. Your Lordships were in some similar position in, I think it was, the 1960–61 Parliament, when we spent some 13 long and very weary weeks on the Weights and Measures Bill. My noble friend Lord Stonham played a very active part in it. We passed some 300 Amendments and the Bill went down to the other place and we never saw it again—or at least, we saw it again, but I think it was two years later. The noble Lord, Lord Erroll of Hale, was on that occasion the President of the Board of Trade. At least we have got this Bill back to your Lordships' House.

I would ask noble Lords to bear this point in mind and the noble Earl, Lord St. Aldwyn, I think has shared this experience. Always at a Recess we are under pressure by Departments to get their Bills on the Statute Book. My noble friend Lord Kennet has been pressing me very hard for the Leasehold Reform Bill, on which we have yet to take the Report stage. He clearly is anxious to see that some leaseholders should not suffer as a result of the Bill being delayed. My noble friend Lord Hughes is very anxious about the Countryside (Scotland) Bill. I have had to refuse both of them; we cannot possibly do it by the Summer Recess. But there is a special case with regard to the Companies Bill. I expressed willingness to come to your Lordships' House with this proposal only after very careful investigation with the Department, and I am genuinely satisfied that there is a real and urgent need for the Bill to be passed.

I would say this to the noble Lord, Lord Carrington. It is perfectly true this Bill has been in the House of Commons since January 31. It was a Bill that we had some hesitation in introducing. Part I was criticised, I think by the noble and learned Viscount, Lord Dilhorne, in that it was incomplete. We would not have introduced the Bill, I believe, if it had not been for the need for Part II of the Bill, which gave us some powers to deal with insurance companies. The supervision of insurance companies was necessary because of the very heavy failures earlier in the year. We have got that Bill through the Commons. It took a long time, and there are a large number of Amendments to it. But I think I can say that all those Amendments were made to meet the criticism of the Opposition and the criticism of the reputable interested parties concerned. We have done our best to consult with all those concerned in this matter.

May I say this to the noble Lord, in view of his criticism of business management? To take that Bill, on not one single occasion was the closure moved in the House of Commons. If we had moved the closure, undoubtedly the problems that we now face could have been avoided. The Government felt it right to include provisions to strengthen the Board's powers of inspection and supervision of the insurance companies, and give new powers of inspection to assist in the rapid investigation of company fraud. There is great public pressure for that. If we fail to get this Bill for the Summer Recess, the Board of Trade will find themselves during the long summer months with no powers to deal with a number of serious matters. There are other compelling reasons. I will not deploy them now but I shall be ready to do so next Thursday.

I would say this to the noble Lord, Lord Carrington. I recognise his difficulties in regard to Thursday. It is perfectly true that if we wish to get the Royal Assent by Thursday the Amendments cannot be amended. It still lies in the hands of this House to take all the necessary Amendments if they so wish, but clearly it will have to weigh up the consequences that might arise. We will do all we possibly can, with noble Lords opposite and noble Lords in any quarter of the House, to assist them in understanding the new provisions of the Bill. The Ministers concerned are willing to meet any noble Lord who wishes to have elucidation of any point or discuss any of these provisions. Timing, of course, will be a problem, but I hope that in discussion with noble Lords opposite it may be possible to group Amendments so that we can be more expeditious in our handling of the Amendments.

I would say to the noble Lord, Lord Carrington, that it gives me no joy to come to your Lordships' House and make this proposal. I have carried out an exhaustive inquiry with the Board of Trade, and I would not have accepted it from the Board of Trade if it were merely a matter of departmental convenience. But I am convinced that it would be wrong not to get this Bill by the Summer Recess if we can get it, and I hope that we can have the co-operation of the House to do so.

LORD CARRINGTON

My Lords, the trouble with the noble Lord is that he is so entirely reasonable, and everybody he deals with on his side is so entirely unreasonable. The soft answer is supposed to turn away one's wrath. But it has not turned away my wrath. All the noble Lord has done is to give an explanation of what has happened; but there is no excuse for it. When you boil down what he has said, all it amounts to is that he is satisfied that the Government think that this Bill must be on the Statute Book by the Summer Recess. So this House is put in the position of either letting the Bill go through "on the nod", or having the Government say, "Because the House of Lords did not pass it, look what has happened". I think that is an intolerable situation for this House to be put in.

LORD BYERS

My Lords, why cannot the House sit a little longer? It is the people who are going to suffer. The noble Lord, who I agree is reasonable, talks about this House accepting the consequences. The noble Lord must not be surprised if, when this happens again, the House revolts and slings the Bill back in the teeth of another place.

THE LORD PRIVY SEAL (THE EARL OF LONGFORD)

My Lord, I must apologise to the noble Lord, Lord Carrington, and to the House for not being here earlier. The noble Lord commented on my absence. Naturally, I take full responsibility for anything that Lord Shepherd has explained to the House. I would say that we are doing the best that can be done in the circumstances. The noble Lord, Lord Byers, said that the House must not be surprised if some drastic action is taken next time. I have been in your Lordships' House for quite a long time, and I am never surprised at anything that happens here, but I should like to assure noble Lords that we shall try to avoid this happening again.

3.34 p.m.

LORD CHORLEY

My Lords, I should like to say a word or two from this side of the House, if I may be given a moment or two. This matter of Company Law is one of great importance to the structure of industry and commerce in this country. I speak with a great deal of interest in this matter, because for a long period of years I held the Cassel Chair of Commercial Law in the University of London, and the problems of the impact of Company Law upon the structure of British industry and commerce have been my concern for a long time. The noble and learned Lord on the Woolsack, who was in effect the editor-in-chief of Law Reform Now, I think knows better than anybody else in your Lordships' House that I was part-author of the chapter on Company Law in that book, and therefore I speak with some knowledge. I assisted the then noble and learned Lord on the Woolsack to take the great Companies Act 1949 through your Lordships' House.

It is quite obvious that there are a number of pressing matters in relation to take-overs and other matters of that kind in this particular Bill. But the Bill affects the whole structure on which the industry and commerce of this country is carried on. Over the last 100 or 150 years the impact of Company Law upon the structure of our industry and commerce has become more evident all the time, and it seems to me that we are running a great risk in putting this legislation too rapidly on to the Statute Book. Obviously, we cannot really consider this position properly in the time which is available to us next week.

We have been coping for quite a number of years, not altogether successfully, with some of these problems under our present Companies Law, and it seems to me that it would be more sensible to go on for another year under these burdens in order to ensure that we get the new Companies Bill into proper order before it goes on to the Statute Book. Every one of us knows that it is difficult to amend the law once it is upon the Statute Book. It may be more than the two years which my friend Lord Shepherd has mentioned in connection with the Weights and Measures Bill, before we could get Amendments which might well become vital from the point of view, for example, of our export trade which is not unaffected by some of the matters contained in this Bill. Therefore, I should have thought that on the whole festina lente was the policy which ought to be pursued in this case, and it would be just as well to give the House a chance to deal with this matter in a proper constructive manner in the next Session rather than to insist on pushing it through now.

LORD OGMORE

My Lords, from these Benches we suggest that, in view of the great importance of this Bill, the House should sit on Monday, July 31, in order to give it proper consideration.

VISCOUNT DILHORNE

My Lords, that suggestion from the Liberal Benches seems to be in conflict with the suggestion, indeed the proposal, that the Royal Assent should take place next Friday. There is no point in sitting later and perhaps into August if the Bill is to be put forward for Royal Assent next Friday. But I should like to echo and support what the noble Lord, Lord Chorley, has said. We do not get so many Companies Bills before the House. It is difficult, as I think my noble friend Lord Erroll of Hale will agree, to find space in a Parliamentary programme for a Companies Bill; and when one comes it is of vital importance. All the clauses require most careful consideration, and it really is monstrous to seek to rush through all this vast mass of work in the short space of one Parliamentary day.

Is it not the case that the Government have their priorities wrong? May I ask the noble Lord to give consideration to a suggestion that I am going to put before him, which I think will at least in one part have the support of the Leader of the House? Why should we take up so much time in considering Private Members' Bills at this time of the year, when they are of far lesser importance, however one may view them, than a Companies Bill which affects the whole livelihood of this country? I would ask the noble Lord to consider whether some of the days which have been so generously allocated by the Government to Bills dealing with sexual offences and the termination of pregnancy, could not be used for the purpose of giving a proper study, even at this short notice, to the Companies Bill; to let those other Bills take their chance and, if need be, be re-introduced next Session. In some part of that proposal I am sure I have the support of the noble Earl the Leader of the House.

3.38 p.m.

LORD CONESFORD

My Lords, in supporting most strongly the protest of my noble friend Lord Carrington may I say at once that of course I recognise, as I think the House does, that what is occurring is not occurring through the wishes either of the Leader of the House or of the Government Chief Whip, whose reasonableness on this occasion is a great asset to the Government, and an asset which they do not deserve. Part of the difficulty, and the reason for which I cannot entirely support the noble Lord, Lord Chorley, is that no doubt there are parts of this legislation which are urgently needed, and there are other parts involved (the reform of the Companies Act), which deserve all the long and thoughtful consideration that the noble Lord, Lord Chorley, and my noble and learned friend Lord Dilhorne have indicated.

I rise really to ask one question and to point out one fact. The question I want to ask is, I think, a relevant one and one to which we have had no answer so far; namely, when are we going to see these Amendments in some printed document so that we can at least study them? That is the question. The second matter is this. The noble Lord, the Government Chief Whip, has spoken of the pressure of a Department to have this Bill carried into law. It is possible that about parts of this legislation the Department is perfectly right; but what we are doing this week in this matter is something which should be recognised by this House, by another place and by the country: it is legislation by decree, and it is the abolition of Parliamentary Government.

LORD SHEPHERD

My Lords, may I intervene? Time is pressing, not only in the Session but also to-day. May I say to the noble Lord, Lord Conesford, that the Amendments in printed form will be available to-morrow—they will be printed to-morrow. I hope to be able to supply noble Lords who are interested with a précis of what those Amendments mean, to assist in this matter. I feel that a lot of steam is rising unnecessarily, because it is not the Government or the Government Chief Whip who imposes business on your Lordships' House; in the end, it is your Lordships who will it. I have proposed that we should take the Bill on Thursday. The noble Lord, Lord Ogmore, from the Liberal Benches has proposed that we should sit into the following week. If the House so wishes, then that is what we will do. But I think—and I come back to my experience, which the noble Earl, Lord St. Aldwyn, will share with me—that it is far better to wait and see. I am quite sure that when we take these Amendments the situation will not be anywhere near as bad as has been suggested to the House. I fully accept the constitutional position which the noble Lord, Lord Carrington, so strongly stressed. I certainly would have avoided this position now, and I will certainly take greater care to avoid it in the future.

3.42 p.m.

VISCOUNT ECCLES

My Lords, I feel I must enter some protest. I was the mover of the no-par-value clause. That was one clause which was turned down by the Government, despite the fact that noble Lords on other Benches as well as on our side supported it. It was turned down because it was said the Bill could not be enlarged. It is very rough to bring back this Bill with 30 new clauses and to have taken out the no-par-value clause. Are we expected to do nothing but accept the removal of that clause? The Government have given themselves added difficulty. They might have saved time in another House by accepting a clause which is generally considered to be of benefit to industry; instead of which they have taken it out and, so far as I can see, we shall have no time to reconsider this matter next week.

LORD SHEPHERD

My Lords, I think that when the noble Viscount sees the Amendments he will see that the criteria of the Bill remain the same. In view of the time factor, may I say that the Government were right to take the line they did and continued to take through the Commons, in restricting the criteria of the Bill—but if the noble Lord is present next Thursday we may have some good news for him.

LORD CHAMPION

My Lords, it seems to me that this House is now discussing something when there is no Motion before the House. There is not even a Question before the House. There has been a Business Statement, to which justifiable protest, I think, has been made. It has been made strongly and rightly, and in the circumstances I think it would be quite wrong to go on discussing the merits or demerits of any Amendments. We shall have a chance to do that next week.

LORD ERROLL OF HALE

My Lords, might I reply to the procedural point? I understood that a Business Statement was made, and surely it is in order for us to discuss the Statement which was presented to us by the noble Lord, Lord Shepherd. But if the noble Lord, Lord Champion, would prefer it, I am certain my noble friend Lord Carrington would be happy to move the Adjournment of your Lordships' House, so that we could have a separate Motion and a separate discussion on the matter. If noble Lords would prefer that, I will encourage my noble friend to facilitate this debate.

But before I do so—I can see the noble Earl, Lord Longford, is very anxious to rise to his feet—I should like to put this particular point. I would especially reinforce what my noble friend Lord Eccles has said. It is not just a question of whether this is legislation affecting companies or anything else; the real affront to Parliament is that many Amendments have been tabled in another place by the Government only on the Report stage there, where it was virtually impossible to discuss or amend the Government's own Amendments. It is technically possible by means of a manuscript Amendment in another place, but it is virtually impossible to amend or improve the new clauses tabled at Report stage by Her Majesty's Government.

These new clauses are coming to our House on Thursday, and the noble Lord, Lord Shepherd, made it quite clear that he expects to have the Royal Assent the following day. That means that if the Government's timetable is to be realised, there is no possibility of any Amendment at all. It means discussion with no possible means of amendment. Why discuss matters if there is no power to amend or to change? It is no good the noble Lord saying he will make facilities available and send us "memos" or briefs, and that the Department is pressing, and so on. The real point is that discussion on Thursday is completely meaningless if the Royal Assent is to take place on the Friday. We cannot amend if the Bill is to be law the following day. Even the Government cannot amend their own new clauses, because they cannot send them to another place and get them back in time. So we are here witnessing a complete affront to Parliament. That is my complaint. I feel very strongly about no-par-value shares, and I should like to put the clause back into the Bill; but, as I say, even the Government's own new clauses cannot be amended by the Government if the Bill is to get Royal Assent on Friday. That to my mind, is the worst feature of the sorry tale which we have heard to-day.