INDUSTRY BILL (Hansard, 28 July 1975)

HL Deb 28 July 1975 vol 363 cc728-804 728

§ 3.25 p.m.

§ The MINISTER of STATE. DEPARTMENT of INDUSTRY (LORD BESWICK)
My Lords, I beg to move that the House do again resolve itself into Committee on this Bill.

§ Moved, That the House do now again resolve itself into Committee.—(Lord Beswick.)

§ On Question, Motion agreed to.

§ House in Committee accordingly.

§ [The Earl of Listowel in the Chair.]

§ Clause 24 [Information for trade anions]:

§ Lord CAMPBELL of CROY moved Amendment No. 191:

§ Page 23, line 7, leave out ("substantial").

§ The noble Lord said: I think it would be convenient for the Committee if we were to discuss with this Amendment. Amendments Nos. 195 and 196, which also propose the deletion of the word "substantial". We are at the Part of the Bill where we need to consider what constitutes a special reason which an advisory committee, as suggested by the Government, or an appeals body, as proposed by the Liberal Party, or by us from these Benches, could decide would make disclosure of certain information unwise. This is not information which is simply to be restricted to the Minister and to Government Departments only; it is information which the advisory committee may consider and decide can be issued to employees, when it is likely to become semi-public and to reach a competitor.

§ We believe that if it is clear that an injury would be caused to an undertaking, or to a number of the employees of the undertaking, that reason should be enough. It should not have to be a "substantial" injury. After all, if the advisory committee were to find that certain information if released would cause injury to a number of the employees of a company, surely the employees themselves would prefer to forgo that information, rather than lose their jobs or suffer some other setback as a result. Therefore, we earnestly ask the Government to look again at the drafting of this clause. As 729 the Bill now stands, the advisory committee will have to look at this clause and the preceding one for criteria against which to make its judgments; and the more helpful the Bill can be in providing criteria which are clear and cover a wide field, the better will the advisory committee be able to operate in the interests of everyone concerned.

§ I turn to the word "substantial" itself. I understand from lawyers that it has been shot to pieces in the legal world as being a word which can describe anything without any exactitude; indeed, it is often used when vagueness is required. I suggest to the noble Lord that it is unfair to this advisory committee or appeals body, if a different body is eventually decided upon, to give it the almost impossible task of deciding what "substantial" means in an individual case when considering the extent and magnitude of injury which has to be caused before saying that information should not be disclosed. Therefore, I ask the Government to look again at this important clause and eradicate something which will be vague and will cause difficulty for the advisory committee in a situation where, if injury would be caused by disclosure, it should surely advise against that. I beg to move.

§ Baroness HORNSBY-SMITH
I should like to support my noble friend in his Amendment. I think a very difficult situation arises where this information may be given to a non-employee of a company under the choice of the trade union delegate who may not be a member of the company but a district officer with no affinity to that company. As I understand it, there are many contracts in industry. I know from experience that company scientists and chemists are under contractual obligation not to disclose information This applies also in the contracts of employment of many others—and I think this has been defended in the courts—and even those without a specific contractual obligation are bound by the terms generally held in their employment not to disclose information to a competitor.
Ministers have repeatedly said that they hoped this information would be voluntarily supplied to the designated nominees whether or not they were employees of the company. But the company might find itself in a very strange position. If 730 that nominee entitled to receive the information was an employee of the company, there would be a legal comeback if that employee disclosed information which could harm the interests of the company. But, if the company voluntarily supplied information to a non-employee, then what redress would they have in law if that information was disclosed and gave rise to any injury? The situation might arise in which they would be alleged to have given the information voluntarily because they did not wait for the Minister to demand and compel them to give it. It is very unclear what redress they would have. I believe that to say, "substantial injury" makes the position even more confused and I fully sup port my noble friend in the difficult ramifications of the undertakings that have been given that injury should be injury whether it is substantial or otherwise.

§ 3.33 p.m.

§ Lord MELCHETT
I think both sides of the Committee accept that there is a need for a balance to be struck between the interests of the undertaking and its employees and the need for disclosure. The Government have been much concerned with this balance, and paragraphs (b) and (c) of subsection 24(4) reflect changes made at an earlier stage in the Bill's progress. It may help noble Lords if I explain what the balance is that we seek, and why the Government believe the words "substantial injury" and "substantial numbers" are appropriate. These were not the words that first appeared in the Bill: it first spoke of "seriously prejudicial". These words follow paragraph 20 of the White Paper. In Committee in another place, there was strong criticism of the phrase "seriously prejudicial", which appeared in the Bill as first drafted.
Although "seriously prejudicial" has a precedent—and I glanced up to see whether the noble Lord, Lord Windlesham, was here, because I know that he always objects to our quoting precedents in the legislation of noble Lords opposite—in Section 158(1)(e) of the Industrial Relations Act 1971, we decided, on reflection, that this was too narrow a ground for safeguarding information. "Serious prejudice", we are advised, is a relative term, and damage of considerable size 731 could be incurred without seriously prejudicing a very large business concern. In addition, I am advised, serious prejudice to the undertaking would not cover employees' interests, but would be confined to the interests of shareholders. Because of these problems associated with "serious prejudice", the Government amended the Bill to refer to substantial injury, a measure which is not relative to the size of the business, and also amended it to make explicit provision to safeguard the interests of employees.
We are now being asked in these Amendments to refer only to "injury" and to "injury to a number of employees". This, we believe, would tilt the balance too far. If injury, without any qualification of the extent or seriousness of the injury, or of the number of employees involved, were to be the grounds for non-disclosure, it would be possible for any injury—however small, incidental or insignificant—to justify nondisclosure. This clearly goes too far, and the Government believe that the withholding of information should be based, in this subsection, on the grounds that it would substantially injure the undertaking's interests, or those of a substantial number of employees.
We must strike a balance here, and the Government believe the Amendments we have incorporated into the Bill strike the right one. The further Amendments would militate against disclosure to an unacceptable extent. They would also do something which I know that noble Lords opposite have been very taxed about in previous Amendments, which is that they would take us even further from the words which were originally in the White Paper and which noble Lords opposite, when they have been pressing some of their Amendments, have urged us to stick to as closely as possible. To answer the point raised by the noble Baroness, Lady Hornsby-Smith, if the company were disclosing information voluntarily, of course this provision in the Bill would not apply, but, in any case, they could tell whoever was concerned that some of the information was essentially damaging. I hope that answers the point she raised.

§ Baroness HORNSBY-SMITH
What is the position in law, as the man is not 732 an employee and as such would not have an implied contractual obligation? This is what concerns us. Will they in law have any redress if that information is disclosed?

Viscount MONCK
I fail to understand the argument of the noble Lord opposite. Do let us understand this! The manufacturing industry is the lifeblood of this country, especially exporting manufacturing industry. Anything which is asked to be disclosed which would injure in any way a manufacturing industry should be deprecated to the extreme. We then come to the word "substantial". As a previous speaker said, how do you define "substantial"? Is it more than 50 per cent. harmful, more than 40 per cent. harmful, or what? If the firm in question had to prove that disclosure would do "substantial injury", that firm would be put in a position in which it should never be put. I would respectfully and humbly like to support the Amendment moved by my noble friend.

The Earl of BALFOUR
I wonder whether I could put it a little more firmly? Subsection (4) on page 23 reads: For the purposes of this Act special reasons apply if the Minister considers… (c) that its disclosure would cause… and here I should like to see, any injury to any number of employees". This is most sensitive. To say "substantial" in both cases could put the employees in a very difficult position. In other words as the wording stands it could upset the whole feeling of a works if, perhaps in some retraining organisation, a few of the employees felt that something was to happen to them in some way. I ask noble Lords opposite to consider this again. We are dealing with a very delicate situation and I should like to see the word, "substantial" left out altogether. I am certain that we need to treat this with great delicacy.
I think you will tend to drive employers into being secretive in their discussions with a Minister, and whenever a board of directors come to what seems a sensitive area they will meet not in the company's quarters but outside, perhaps in their own homes. You could get secrecy creeping in, which I am sure noble Lords on the other side do not want. I am glad that these Amendments have been put down by my noble friend Lord Campbell 733 of Croy. I feel that this is the sort of thing which could end up in serious strikes if something went wrong. We have too many strikes over just this sort of thing. I am certain that "substantial" numbers of employees is wrong.

§ Lord HEWLETT
I support what the noble Earl, Lord Balfour, and the noble Viscount, Lord Monck, have said. Rather than talk about this in abstract, may I say this? As a result of being rather successful in a particular enterprise, we obtained a very large share of the high impact resin market worldwide and, in particular, in this country. In 1963, we had the opportunity of persuading a very big American corporation to put very substantial, multi-million dollar investment into Grangemouth. Because we had the franchise for the sale of this product (which was developed not in the United Kingdom but in the USA) we were offered a share in that enterprise. Then the offer was withdrawn. Why? It was because of the fear of having to disclose information about the market share, about the success of the venture, about the technology and technical aspects of the product. So we had no capital share and Britain has lost several tens of thousands of dollars of investment income each year since 1963, because of those fears, the very fears we are discussing this afternoon.
Worse follows. We were still successful as a British company in selling this product, which earned good money for Britain in taxation terms, and in Grange-mouth every assistance was given by the local authority in the establishment of this enterprise. Then we were told, "No! You have the sole franchise for a multi-million dollar investment in which you have no share. Therefore, we cannot rely upon a foreign company controlling the outlet of a multi-million dollar investment. Sorry, you must give up the representation. You must form a joint selling company with us; and we want a majority holding for our security, because of all that has been said in Parliament about the possible nationalisation of the chemical industry, the disclosure of information, and so on."
The present situation is that that was further extended by pressure and it was not felt to be wise, in view of the projected legislation announced by the Labour Party, in its Party Conference, 734 that we should be a party to the sale at all. We had to sell our shareholding. Britain earns nothing; except that I happen to be chairman of the venture because I am still in touch with the industry over many year's service. Do noble Lords opposite appreciate what dynamite they are playing with? International confidence is at stake for British ventures that have spent a lifetime developing, as far as they can, the success of enterprises internationally. Let us not begrudge the fact that the Americans made the technical breakthrough in this acrylonitrile butadiene styrene terpolymer. It was a brilliant development on their part. They still have the largest share of world trade in this high impact resin. Britain's place is nil—snuffed out, because of the thought of Government interference and Parliamentary intervention in what is essentially a commercial and industrial matter; unwarrantable interference, I would say, in an otherwise very successful venture in which Britain could have prospered. Let us take a little more care and listen to the voice of someone who has been directly involved for over 25 years in a highly complex industry where we cannot afford to fool about like this.

§ Lord MELCHETT
May I put a question to the noble Lord before he sits down? Did he say that there had been interference by this Government in this venture and that that is why it failed? I think he did say that.

§ Lord HEWLETT
It was the threat of interference, the fear of interference and the fact that one might have to disclose, as this Bill proposes, a great deal of information which the American company felt was private to itself. I am not talking about tax returns; I am talking about having to disclose share of the market, proportion of investment and so on. Even the Companies Bill, which was enacted by the previous Labour Government, forced more disclosure out of industry than was perhaps prudent in the interests of the employees and the shareholders. We are not playing a game! Some of us have a livelihood in this field. We do not talk about the matter; we have to work at it.

§ Lord WIGODER
On the immediate issue of whether it should be "injury" or "substantial injury", might I ask the 735 noble Lord, Lord Melchett, this? Is it not right that any tribunal considering the word "injury" would apply the de minimus rule, so that if the injury was a wholly trivial one the tribunal would be entitled to say that it did not amount to injury for the purpose of this section of the Bill? If that is right, does not the word "injury" by itself provide a perfectly adequate safeguard without the wholly imprecise and woolly word "substantial" added to it?

Lord BRUCE of DONINGTON
May I suggest that noble Lords opposite appear to be making heavy weather of this part of the clause? This clause is restricted to those cases where Clause 23 applies. I should like noble Lords to look at Clause 23(2) and the various items listed there from (a) to (k). I invite them to say where they consider the disclosure of information comprised under any of those heads is likely to injure, let alone substantially injure any company. It is all very well to have a general suspicion about this; I can understand that. But if there are substantial suspicions, (to use again the word "substantial") I think noble Lords opposite ought to be able to specify the subhead under which their prinicipal anxieties lie. Certainly, the information required in Clause 23 has no bearing on the information that the noble Lord, Lord Hewitt, feared would be supplied to competitor companies. Clause 23 is restrictive. I should not have thought it would present noble Lords opposite with any particular difficulties.

The Earl of BALFOUR
I cannot agree with the noble Lord who has just sat down. I would refer him to Clause 23(2)(k) "expenditure on any research or development programme". I think that the exemaple given by the noble Lord, Lord Hewlett, has been perfect and has hit the nail on the head.

Lord BRUCE of DONINGTON
To reply on that point, subsection (2)(k) does not require that details of the research should be disclosed: it does not require that full details of the development should be disclosed. All it does is to indicate the expenditure. It is a figure that is being disclosed; it is not technical know-how. I ask noble Lords to counsel themselves on this. It is common knowledge 736 that in the USA and in Germany the amount of information supplied both to those responsible for assessing the economic situation of the country and to the trade unions is vastly in excess of anything set out in Clause 23 of this Bill. I do not understand their anxiety. They are making heavy weather of it. They must be becoming intoxicated by the extravagant propaganda that was put out prior to the Bill's being published: and it was put out by their own Press.

§ Lord DRUMALBYN
Perhaps the noble Lord, Lord Melchett, would be willing to confirm or reject what his noble friend has said. His noble friend said that only a figure is required in regard to research and development. A firm may be going in for a lot of research and development. Is it only a figure for the whole lot? It is very important.

§ Lord HEWLETT
Before the noble Lord replies, may I say that I resent the implication that I have been subjected to propaganda. I have addressed your Lordships on the basis of the fact that I have had 25 years' experience in the chemical industry. I would ask the noble Lord to withdraw and, when he does so, to call me Lord Hewlett and not Lord Hewitt.

§ Lord MELCHETT
Before my noble friend has a chance to withdraw, may I agree with him in what he said to the noble Lord, Lord Hewlett. The noble Lord said that this deal—which he told us about at great length—was called off on the basis of threats from the Labour Party and remarks which had been made at the Labour Party Conference. I recognise that he has great experience in industrial matters and I bow to his experience in that field.
May I suggest to him that instead of acting on the supposed threats and, as my noble friend says, the overwhelming amount of misleading propaganda which preceded this Bill's progress through Parliament, he might have waited and acted on experience of the Bill when it becomes an Act. Then he would be doing us the courtesy which he is asking us to give to him; that is, to look to his experience. If he had waited to see how the Bill turned out in practice and, indeed, what Bill is passed on to the Statute Book after it has been amended 737 by both Houses of Parliament, he might well have not needed to call off his deal or suffered what I am afraid I consider to be the exaggerated fears from which he is suffering. I have several points to answer which have been raised on the substantive Amendment—

§ Lord HEWLETT
With respect to the noble Lord the Minister, I am not suggesting the present legislation is affecting 1963. I have told a story which began in the early 'sixties when I persuaded an American corporation to come to Grange-mouth rather than go to Amsterdam, Brussels or elsewhere. I have referred to a continuing story covering the past 12 years. I am saying the concept of what is put in the Bill in this clause we are discussing is precisely the attitude which has been reflected over the past 12 years by the Government Party. I cannot quote instances of the results of the fear caused by this clause: this measure is not even an Act yet. It is the concept of constant interference, constant inquiry, busy-bodying in industries in which the Government have made almost no contribution whatever—and I hope they will not because it is a very successful industry at the moment—that I am trying to press on the Minister.

§ Lord ROBBINS
Before the noble Lord replies—

§ Lord MELCHETT
I was in the middle of replying, with great respect noble Lord, Lord Robbins. No doubt he will leap to his feet as soon as I finish. I was in the middle of my reply and gave way to an intervention by the noble Lord, Lord Hewlett. Maybe we can return from matters in 1962 to the substance of the Amendment which we are discussing. We recognise the powers we are discussing in these three Amendments could he used in some circumstances to require disclosure when they result in some injury to the undertaking, or some injury to some employees. We are not denying that is the case. There may be circumstances, in our view, in which this is justified: where the gains from disclosing information outweigh the injury that that information might cause. Those of us who believe in the benefits which will accrue from the wider sharing of information must and do recognise that these benefits are sometimes bought at some cost. But here the 738 discretion afforded to the Secretary of State by the words: …the Minister may serve in Clause 24(1) will be of great use. The Minister will be able to consider the value of information to the firm's workforce and the prospect of its occasioning some, albeit slight, injury to the business or its employees. If the Minister decides that the harm, although not enough to constitute substantial injury, will be sufficient to outweigh the advantages of disclosure, the Minister can exercise his discretion to protect the business or its workers.
In response to the intervention by the noble Lord, Lord Wigoder, I hesitate to take issue with him on a legal point, but I am advised by our legal advisers that the de minimis rule would not apply in this case. It would be possible, to take up points which were referred to by the noble Earl and others, in an undertaking where there were 200,000 employees, for the disclosure of information to those employees to be of great benefit to them and the efficiency of the company. It may be that it would disclose to employees certain areas of overmanning, and if these areas of overmanning were not dealt with the firm would not be able to maintain profitability. It may be that that 2,001st employee would be badly injured by the disclosure of information. I am taking an extreme example. I dare say that whether or not the de minimis rule applies, people will be sensible about it. It is possible for a small number of employees to be harmed by information which will be of great benefit to industrial efficiency and productivity, in the interests of the employees and the commercial interests of the shareholders and the firm. It is this benefit from the disclosure of information, which we do not want to be limited, which we believe will be severely limited if we accept the Amendments moved by the noble Lord, Lord Campbell of Croy.

§ 3.56 p.m.

§ Lord ROBBINS
I have great sympathy with what has been said by the noble Lord, Lord Bruce of Donington, regarding the attitude of industry in general in this country concerning the disclosure of information as compared with the disclosure which takes place in other parts of the world. I am in complete sympathy with that general attitude. But. 739 at this moment, we are considering the minute drafting of a Bill, and I suggest to the noble Lord, Lord Melchett, that the Secretary of State and the Government generally, of whatever Party, is likely to get into more trouble with the interpretation of the word "substantial" than they would if they left it out. I do not understand the quantitative significance in economic life of the word "substantial". Supposing there is some disclosure of information made by a monster firm—Imperial Chemical Industries—one could easily say they could take that in their stride. On the other hand, supposing it is a small firm which is just starting up, and which has a good idea regarding know-how and, for some reason or other, it is brought in under this rubric. In those circumstances, the damage may be very substantial—using the word "substantial" in the common-sense use of it. I cannot think of any legal way of making this concept precise. I prefer to leave it to the courts to interpret as the noble Lord, Lord Wigoder, said the term "injury" according to the de de minimis rule or something else, rather than encumber this legislation with this superfluous adjective.

§ Lord MELCHETT
With great respect to the noble Lord, Lord Robbins, it may well be that whoever interprets the provisions in these subsections will have a great deal more difficulty in deciding what is injury and what is not, and whether or not injury to one or two employees should be taken into account. I said earlier that the wording "seriously prejudicial", which was originally in the Bill, was open to the objection which he has raised. Something which was seriously prejudicial to a large company could result in great damage before it seriously prejudiced the company. But we are advised that the term, "substantial injury" is not open to that objection. Something which substantially injures the employees in a large company would not be related to the size of the undertaking; it would be related to the amount of damage. I think the noble Lord's point on that was not valid.
The word "substantial" is obviously causing some noble Lords difficulty because it is not further defined. I know the noble Lord. Lord Hewlett, did not approve of the Companies Act 1967, but 740 it is a word which is already used in that Act in Section 16(1)(a) as well as in a number of other Acts. In the Companies Act it requires the directors' report to contain certain information about changes in fixed assets if the market value of those assets differs substantially from the amount at which they were shown in the last balance sheet. I am not aware that the use of the word "substantial" in that Act causes any problems. Possibly the fears of noble Lords on this point are slightly exaggerated.

Lord CAMPBELL of CROY
The noble Lord reminded us that the words "seriously prejudicial" had originally appeared in this Bill, and I would agree with him that in this context those words are worse than the words with which the Government replaced them. But that is not what we are considering. We are now considering the qualification, in three places in these two paragraphs, with the word "substantial". Why qualify at all? Let me just read paragraph (c): that its disclosure would cause substantial injury to a substantial number of employees of the undertaking". Surely it is enough that disclosure would cause injury to a number of employees in an undertaking. Even the example which the noble Lord, Lord Melchett, gave of one would not apply under this Bill, because it has to be a number.
I referred in passing, not myself being a lawyer, to what I had been informed about the legal difficulties of defining the word "substantial". During the debate we had the contribution of the noble Lord, Lord Wigoder, who is a lawyer, and who gave us his opinion that in the interpretation by the advisory committee of causing injury there would be a de minimis consideration.

§ Lord MELCHETT
But—

Lord CAMPBELL of CROY
May I just complete this point and then I will give way. I understand what the noble Lord. Lord Melchett, said about the possibility of some completely insignificant pinprick appearing technically to qualify under this provision. But I do not think that the drafting of this Bill, and the guidance to the advisory committee, should be based simply on that concept of some minute and almost invisible pinprick which might then activate this part of the Bill. Now I give way.

741

§ Lord MELCHETT
I just wanted to say something about the de minimis provisions which were mentioned by the noble Lord, Lord Wigoder. I said that my legal advice was in conflict with what the noble Lord, Lord Wigoder, said, and he did not rise to contradict my legal advice. I assumed he had accepted what I said. At least, it was not contradicted until the noble Lord, Lord Campbell of Croy, prayed it in aid in his arguments. It would be better to clear up at least that there is a direct conflict of opinion on this matter, or that my legal advice has been accepted by the Committee.

§ Lord WIGODER
I do not know whether the noble Lord, Lord Campbell of Croy, will forgive me if I intervene in the middle of his intervention, after the intervention of the noble Lord, Lord Melchett. I was raising the issue of whether the de minimis principle would apply, and was suggesting that any tribunal which was considering whether or not there was an injury would be entitled, whether or not the principle as a matter of law applies, to say to itself, "This is a matter so trivial that it does not constitute an injury within the terms of the section".

Lord CAMPBELL of CROY
Not being a lawyer, it was no surprise to me that there should have been a difference of opinion among lawyers on this point. The main point was that the noble Lord, Lord Wigoder, brought to our attention the doubt there could be about the anxiety of the Government concerning what I would describe as the insignificant pinprick. In order to meet that particular pinprick case, it seems unsatisfactory that the guidance to this advisory committee should then have this very vague adjective, which I think noble Lords on all sides of the Committee have agreed would make it exceedingly difficult for them to interpret this part of the Bill. The effect of putting in the word "substantial" in these three places is to pass the buck to the advisory committee. It leaves them with an exceedingly difficult task.
This brings me to asking the Government whether there will be official guidance to the advisory committee in addition to this Bill. So far as we know, it is simply this clause of the Bill to 742 which the advisory committee will be looking for guidance as to how they should carry out their judgments as regards particular information which is put before them. My noble friends who have spoken have expressed themselves quite clearly as being against the inclusion of the word "substantial" in these places, and I hope that the Government will say they will look at this point again. I recognise that this is not an easy drafting matter, and the discussions held in another place indicated this. The noble Lord, Lord Bruce of Donington, referred to the list in Clause 23 of subject matter on which information can be required by the Minister for passing on to trade union representatives. But on Friday we had debates which indicated that some of the information under these headings could be highly sensitive, and indeed cause considerable damage to companies—I do not want to go over those debates again; they are in Hansard. So I would contest what the noble Lord said about that. I hope that the Government will be prepared to reconsider this matter and, in the light of everything that has been said during this brief debate on a very important matter, will still say they are ready to consider the redrafting.

§ Lord DRUMALBYN
Before the noble Lord opposite finally rises to say that he is going to consider the Amendment, which I feel certain he must do, would he at least consider this point? The noble Lord, Lord Robbins, has put cogently that "substantial" means "substantial" and is not related to the size of the undertaking concerned. It is the same. It must be substantial. There is nothing proportionate about it; it must be substantial. I should have thought it is unwise for noble Lords opposite to stand and be obstinate about an Amendment like this. There are words that can be used—"significant", for example. May I have the noble Lord's attention, because I am making a suggestion? Order! I am making suggestions to the noble Lord. There are other words that can be used. "Significant" is a word: "appreciable" is a word sometimes used. I have had a lot of experience of this matter on the Government side, and I am sure that the noble Lord, Lord Beswick, would agree that "substantial" means "a lot". It does not mean 743 "appreciable" or "significant"; it means "a lot". And that is what we object to.

§ Lord BESWICK
I am asked a straight question, whether we will consider this point, and I answer that we will consider it. But I am bound to say that if we consider it we shall in all probability come back to the word "substantial". I am almost tempted to repeat what the noble Lord, Lord Drumalbyn, said. I was in fact listening to the noble Lord, Lord Drumalbyn, at the time he made the remark I refer to, because what was going through my mind was this. No matter what word we put here—whether it is "significant", "appreciable", "a lot—we are always going to have argument about it.
The noble Lord, Lord Campbell of Croy, asked whether any guidance is going to be given to the advisory committee. Of course not on this particular point, because, obviously, the Committee must make up their own mind in relation to the facts. When the noble Lord, Lord Wigoder, was telling us about the working of the de minimis rule, what he was really saying was that a court of law would apply that rule if in its opinion the damage or the injury was not substantial. One has to decide at what point the injury was de minimis and at what point it becomes significant, substantial or appreciable. A certain amount of discretion in this connection is, I should have thought, essential. Although I undertake to ensure that what has been said is considered, I still have to record my doubts that there is any word in the dictionary that would not give rise to questions. However, I give the assurance.

744

Lord CAMPBELL of CROY
I am afraid I do not regard the assurance that was given as something on which noble Lords can base very much hope. The noble Lord, Lord Beswick, was quite frank in saying that at present the Government had no intention of changing the word; they would look at it again but they would probably come back with the same word, "substantial".

§ Lord BESWICK
I did not say, "no intention". I said I just could not see any other word or way of satisfactorily settling all doubts.

§ Lord HEWLETT
A substantial intention, perhaps?

Lord CAMPBELL of CROY
I hope that the noble Lord, Lord Beswick, will forgive me for not getting his words correctly. I was trying to repeat what he said. But he was quite frank in telling us that he could not at present see another way of dealing with this point. I and my noble friends feel that it would be much better to remove the word "substantial" and give the Government an opportunity of thinking of another word to insert at a later stage. We have had the benefit of legal advice from the noble Lord, Lord Wigoder. I know that it is apparently contested by legal advice elsewhere, but I certainly feel fortified in sticking to my guns on this question.

§ 4.10 p.m.

§ On Question, Whether the said Amendment (No. 191) shall be agreed to?

§ Their Lordships divided: Contents, 96; Not-Contents, 69.

745

CONTENTS
Aberdare, L.	Boyle of Handsworth, L.	Elles, B.
Airedale, L.	Byers, L.	Elliot of Harwood, B.
Allerton, L.	Campbell of Croy, L.	Elton, L.
Alport, L.	Carrington, L.	Emmet of Amberley, B.
Amulree, L.	Cathcart, E.	Glasgow, E.
Arran, E.	Clifford of Chudleigh, L.	Glenkinglas, L.
Ashbourne, L.	Cottesloe, L.	Grenfell, L.
Atholl, D.	Cowley, E.	Grey of Naunton, L.
Balfour, E.	Cullen of Ashbourne, L.	Gridley, L.
Balfour of Inchrye, L.	Daventry, V.	Grimston of Westbury, L.
Balniel, L.	Denham, L. [Teller.]	Hailsham of Saint Marylebone, L.
Barnby, L.	Deramore, L.
Beaumont of Whitley, L.	Derwent, L.	Hereford, V.
Belstead, L.	Drumalbyn, L.	Hewlett, L.
Berkeley, B.	Dudley, B.	Hornsby-Smith, B.
Bessborough, E.	Dundee, E.	Hylton-Foster, B.
Bledisloe, V.	Ebbisham, L.	Ironside, L.
Boothby, L.	Effingham, E.	Kings Norton, L.
Kinloss, Ly	Onslow, E.	Sudeley, L.
Long, V.	Porritt, L.	Swaythling, L.
Lothian, M.	Rankeillour, L.	Tenby, V.
Loudoun, C.	Rathcavan, L.	Terrington, L.
Lovat, L.	Robbins, L.	Thomas, L.
Lyell, L.	Rochester, L.	Vickers, B.
Macleod of Borve, B.	Sackville, L.	Vivian, L.
Merrivale, L.	St Aldwyn, E.	Wade, L.
Milne, L.	St Davids, V.	Wakefield of Kendal, L.
Monck, V.	St. Helens, L.	Ward of North Tyneside, B.
Mowbray and Stourton, L. [Teller.]	Sandys, L.	Ward of Witley, V.
	Seebohm, L.	Wigoder, L.
Northchurch, B.	Sempill, Ly	Wise, L.
Ogmore, L.	Somers, L.	Young, B.
O'Neill of the Maine, L.	Strange, L.
NOT-CONTENTS
Ardwick, L.	Douglass of Cleveland, L.	Mais, L.
Bacon, B.	Elwyn Jones, L. (L. Chancellor.)	Melchett, L.
Balogh, L.		Paget of Northampton, L.
Beswick, L.	Feather, L.	Pannell, L.
Birdwood, L.	Gaitskell, B.	Platt, L.
Blyton, L.	Gardiner, L.	Popplewell, L.
Bowden, L.	Gordon-Walker, L.	Rhodes, L.
Brockway, L.	Goronwy-Roberts, L.	Ritchie-Calder, L.
Brown, L.	Hale, L.	Royle, L.
Bruce of Donington, L.	Harris of Greenwich, L.	Rusholme, L.
Buckinghamshire, E.	Henderson, L.	Slater, L.
Burntwood, L.	Houghton of Sowerby, L.	Stedman, B.
Burton of Coventry, B.	Hughes, L.	Stewart of Alvechurch, B.
Castle, L.	Jacques, L.	Strabolgi, L. [Teller.]
Champion, L.	Janner, L.	Summerskill, B.
Chorley, L.	Kilbracken, L.	Taylor of Mansfield, L.
Collison, L.	Kissin, L.	Wallace of Coslany, L.
Cooper of Stockton Heath, L.	Leatherland, L.	Wells-Pestell, L. [Teller.]
Crook, L.	Lee of Newton, L.	White, B.
Darling of Hillsbrough, L.	Llewelyn-Davies of Hastoe, B.	Wilson of Radcliffe, L.
Darwen, L.	Lloyd of Hampstead, L.	Winterbottom, L.
Delacourt-Smith of Alteryn, B.	Lovell-Davis, L.	Wootton of Abinger, B.
Donaldson of Kingsbridge, L.	McLeavy, L.	Wynne-Jones, L.
Douglas of Barloch, L.

On Question, Amendment agreed to.

§ Resolved in the affirmative, and Amendment agreed to accordingly.

§ 4.19 p.m.

§ Lord CULLEN of ASHBOURNE moved Amendment No. 192:

§ Page 23, line 8, leave out ("the") and insert ("any").

§ The noble Lord said: The purpose of this Amendment is to draw attention to something which seems to me to be potentially dangerous. It could well be that information is disclosed to a Minister which is neither received in confidence for another person nor would cause injury to the undertaking or to its employees, but could cause injury to another undertaking. I think that this could happen with commercial information, but I am particularly exercised in respect of financial information. If, for instance, company A disclosed to the Minister that it was experiencing serious cash flow problems because another company, company B, was being very slow 746 in paying for deliveries and that information was generally disclosed, it would be damaging to the creditworthiness of company B, especially if that information was taken in isolation, which it probably would be. Alternatively, if company C disclosed that it was negotiating for the purchase of an asset from company D which was in a very serious financial state, for that information to get out would be serious and if later it was learned that negotiations had broken down it could be fatal to company D.

§ As the noble Lord, Lord Houghton of Sowerby, said on Second Reading, under all Governments of recent times there has been suspicion between industry and Government. There can be little doubt that this feeling would be accentuated if an undertaking were compelled by the Minister to disclose information that caused injury to another undertaking. I think it is important that account is taken of this potential danger. I do not 747 suggest that the simple Amendment that I have tabled is necessarily the answer, but I urge the Government to give thought to this matter before the next stage of the Bill. I beg to move.

Baroness WARD of NORTH TYNESIDE
I wish to support the Amendment moved by my noble friend. The alteration of one word for another seems a very small amendment, but it is important that the right word should be embodied in the Bill. I should like to have an undertaking now because, if I may say so, we seem to be deciding to reconstitute the whole Bill with the number of agreements to the points that have been put forward from this side of the Committee. I like to have definite action. I have been brought up in another place where people seem to be more definite than in the place in which I now find myself. Doubtless I shall learn in time.

§ Lord LOVELL-DAVIS
I should like to clear up one point raised by the noble Lord, Lord Cullen of Ashbourne. He is concerned about financial information.

Baroness WARD of NORTH TYNESIDE
That is very important.

§ Lord LOVELL-DAVIS
I am not disputing the fact that it is important. The list of subjects on which information can be required does not include financial information, and there is nothing which would lead people to suspect that a business was in difficult financial straits. I take the main point, however, that the noble Lord is making, which is that the interests of third parties should be protected. The Government considered how best to do this. Broadly, there is a choice between the approach adopted in this Amendment, and a reliance on the proper exercise of Ministerial responsibility and discretion. The Amendment proposed here would hardly be adequate in itself: if a statutory reference is to be made to third party interests, it would also be logical to follow this through with subsequent rights for third parties who believe they may be affected to make representations to the Minister. This would be complex, and add very considerably to what are already difficult provisions to follow.
The Government have instead favoured the use of Ministerial discretion. Indeed, the possibility of using the Minister's dis- 748 cretion to protect the interests of third parties was one of the reasons for changing the absolute duty placed upon the Minister to require all information he received to be passed to trade union representatives to the present discretion, by which he may require it to be so furnished. If a company believed that information it was asked to provide would be damaging not to it but to another company, it would be able to bring this to the Minister's attention when submitting the information to him. When examining the information, the Minister would then—either on the advice of the company or quite independently—come to a view on whether information would be damaging to third parties, and, if so, exercise his discretion not to require that information to be passed to trade union representatives. This course has the advantage of simplicity. I can assure noble Lords that we are fully conscious of the need to protect third parties, and that we believe the Bill, as it stands, will allow this to be done.

Lord CAMPBELL of CROY
If I may comment at this point, the noble Lord has indicated that financial information would not be involved. But, unless the Government could guarantee that it would not arise, surely there is a situation where information under Clause 23 could be furnished by company A which could cause damage to company B or C if it were disclosed. What the noble Lord has just said appears to accept that that situation could arise. He is saying that this must be dealt with by Ministerial administrative arrangements. But he also said—and this is what I want to query immediately—that, when company A submitted its information, it could draw attention to the fact that damage might be done to company B, but company A might not know that the disclosure of information will damage another company. It is placing a burden on company A to know that the later disclosure of information might damage third parties. They cannot be omniscient in these matters and they could well not know that the disclosure of the information at a later stage could damage another company.
So I think there is immediately a defect in what the noble Lord has just said on that point. If company A does know this and can be quite certain that all 749 possible injury to other companies is covered in its submission to the Minister, what he is saying is one solution, although not as satisfactory, I believe, as has been suggested by my noble friend Lord Cullen. But he has not dealt with the situation where a company does not know, and what he is saying appears to place yet another burden on the company to be aware, and to inform the Minister, of any possible injury to third parties.

§ Lord SLATER
Would it be asking too much of the noble Lord to ask what conclusion he has arrived at as to the likeliest person or persons who would disclose such information if they were attached to these respective companies, which would involve these two parties? Has he given any thought to that? What it amounts to is that there is a form of mistrust against the boards that may be set up when they are operating and find themselves in this difficult position. I think the noble Lord should address himself to that.

Lord CAMPBELL of CROY
If I may just deal with that point, I do not think the noble Lord, Lord Slater, has entirely understood the situation. What happens under the Bill as at present drafted is that a company can draw attention to some information which it believes ought not to become semi-public, because at the end of the compulsory disclosure system the information becomes semi-public and can no longer be regarded as confidential. But the company may well say that, so far as the company is concerned, certain information could be disclosed and would be in no way damaging to the company. But what it might not know is that, if that information became public, it might damage another company. It is not a person leaking information; it is the acceptance at the end of this procedure that the information is public.

§ Lord LOVELL-DAVIS
I find it difficult to imagine the situation that the noble Lord, Lord Campbell of Croy, has adduced. I find it hard to think of a situation where a company would not know that it was damaging other companies. I find it even more difficult to conceive of a situation where this matter is under consideration by the Minister and everyone involved, and a company is damaged and nobody realises it until the damage has been caused. I find it 750 difficult to explain this situation. I said that this is one way a company would be able to say that the disclosure would damage another company; but it is not the only way this will come to light. Under general consideration of a matter of this importance, I should have thought it would become clear if there was a possibility of a third party being damaged. I come back to the main point, which is that we feel the Bill as it stands adequately protects third parties through Ministerial discretion. On that account, I would ask the noble Lord and the noble Baroness who have put their names to this Amendment to consider withdrawing it.

§ Lord CULLEN of ASHBOURNE
I am grateful to the noble Lord, Lord Lovell-Davis, for that reply; but the whole purpose of the Amendment was not because I thought that altering one word for another would make all the difference, but because I thought there is a possibility of things going wrong. The person putting it wrongly will be the Minister. It is the Government who want this Industry Bill to work properly. All I was trying to do was to point out something which could go wrong—of course, many things can, but there is that one particular thing that I can see, beg leave to withdraw the Amendment.

§ Amendment, by leave, withdrawn.

§ 4.30 p.m.

§ Lord CAMPBELL of CROY moved Amendment No. 193:

§ Page 23, line 8, after ("undertaking") insert ("or one or more of its subsidiaries")

§ The noble Lord said: I think it would be convenient if Amendment No. 197, which is similar, were discussed with this Amendment, which I now move. I believe that in this Bill it is important not to overlook subsidiaries. For example, a large holding company might not itself technically suffer injury as a result of disclosure of information, but a subsidiary might suffer considerably, or be in danger of being put out of business because of some special process being made public and reaching the hands of competitors. How do the Government explain this? Can the Government convince us that a subsidiary is covered in the Bill? Or do they agree that something ought to be put in to ensure that subsidiaries, as 751 elsewhere in the Bill, are dealt with like the companies?

§ Lord LOVELL-DAVIS
Here again, I recognise the point that these Amendments seek to make, which is one that the Government considered thoroughly. I should like to explain carefully why, after consideration, we believe the Bill should remain unamended. In doing so, I find it hard to conceive of the sort of case the noble Lord, Lord Campbell of Croy, is talking about. It seems to me that the situation envisaged by the Amendment is not one which is very likely. One would have to postulate two businesses, one run by a company and the other by one of its subsidiaries. Business A is asked to provide information, and there is no question of harm arising to business A or to its employees, but somehow information disclosure would prove harmful to business B or to its employees. I find this very difficult to accept. I think it is rather far-fetched to postulate that situation.
But there is a more serious reason for this. We are here considering a case, albeit a special one, of the general problem of how to protect third parties. In the example I postulated, undertaking B is in the same position as any third party in respect of the undertaking required to furnish information; it merely happens to share common ownership. We have considered how third parties may be protected. This can best be dealt with by the Minister exercising his discretion as to when information should be disclosed to trade union representatives. This is a flexible and practical way of dealing with what otherwise might be a cumbrous problem.
It is our intention, therefore, that protection for all third parties should be given in this way and we see no reason to make special provision for businesses carried on by the same company as that which has to furnish information. I have endeavoured to set out the arguments further, so that noble Lords who support the Amendment can see why we have decided not to recommmend acceptance. The principle of safeguarding third party interest is not at stake, and we accept that. Rather we are concerned how this should be done. We believe the change from a Ministerial duty to a Ministerial discretion in Clause 24(1) affords a simple 752 and proper way of achieving what I believe to be a common objective of all noble Lords.

§ The Earl of ONSLOW
There is one small point which I wish to bring to the attention of your Lordships. Both on this Amendment and on the previous one, the noble Lord, Lord Lovell-Davis, said that he found it extremely hard to conceive of circumstances which could arise because of the objections quoted by the noble Lord, Lord Campbell of Croy. The point I am making here is that there have been so many examples in history of people failing to see the objections beforehand, and the objections happening. I am quite convinced that the French General Staff said they totally failed to see the possibility of the Germans going through the Ardennes in 1940. This may be far away from the Bill, but that the Minister concerned cannot see the possibilities is an extremely bad argument to put forward. That is the point to which I would draw the attention of your Lordships.

§ Lord LOVELL-DAVIS
If the noble Earl. Lord Onslow, can give the Committee an example, then we shall be in a much better position to consider it. I have thought long and hard about this, and cannot find an example which will stand up. While I am on my feet, I should like to mention something that has been referred to many times since the beginning of the Committee stage of this Bill. The noble Lord, Lord Campbell of Croy, said that he was concerned about the publication of a process of a subsidiary. Clause 23(5) makes it clear that no know-how can be covered by disclosure under these powers. This has been said many times, and that is by the way. I can only rest my case on the fact that I find it almost impossible to conceive of the situation being created for which this Amendment is plainly designed. I feel the discretion of the Minister to cover third parties is adequate.

Lord CAMPBELL of CROY
This is a matter of drafting, and of getting this important section right, because this is the part of the Bill which gives guidance to the advisory committee who have to take these important decisions. The noble Lord appears to agree with our view that damage, or possible injury, to a subsidiary company should be included as affecting 753 the company itself. When I moved this Amendment I pointed out that we are trying to make sure that this part of the Bill covers the technical position where the company itself may not stand to suffer injury, although a subsidiary would. The noble Lord is quite clear in his answer that he has the same aim. We must make sure the guidance set out for the advisory committee is clear and beyond dispute.
The reply of the noble Lord, Lord Lovell-Davis, in effect is that Ministerial discretion will govern that, and it is not necessary to write subsidiaries into the Bill. At this stage I am prepared to accept that, because he recognises there is no difference between us on the object to be achieved. But we have to be satisfied with the provisions of the Bill which are to be the criteria to be used by this advisory committee. We must make sure that they are right, not only technically but also in a common sense way, so that the advisory committee are not put into what could be a silly position, by considering only one company and not the position of subsidiaries. In view of what the noble Lord has said, I beg leave to withdraw the Amendment.

§ Amendment, by leave, withdrawn.

Lord CAMPBELL of CROY
I beg to move Amendment No. 195, which has already been discussed with Amendment No. 191. As your Lordships decided to accept Amendment No. 191, I shall move this one formally.

§ Amendment moved—

§ Page 23, line 9, leave out ("substantial").—(Lord Campbell of Croy.)

§ 4.40 p.m.

Lord CAMPBELL of CROY
I beg to move Amendment No. 196.

§ Amendment moved—

§ Page 23, line 10, leave out ("substantial").—(Lord Campbell of Croy.)

§ Lord MELCHETT
I have no doubt that many of your Lordships feel that you already voted on the substance of this Amendment when you voted on No. 191, but it covers a slightly different point. I am still advised that if we put into the Bill the words "a number of employees" this can mean any number from one upwards. In our view, this Amendment, taken with Nos. 191 754 and 195, will leave this subsection substantially useless. I would ask the noble Lord, Lord Campbell of Croy, before he presses his temporary victory, at least to consider that point.

Lord CAMPBELL of CROY
To show that I certainly do not wish to press anything to which the Government feel they can give further consideration, I will not press this one. I beg leave to withdraw this Amendment.

§ Amendment, by leave, withdrawn.

§ Lord CAMPBELL of CROY moved Amendment No. 198:

§ Page 23, line 10, at end insert—

§ ("( ) that the information is of a commercial nature which would be of value to the undertakings' competitors;

§ ( ) that this disclosure of the information would infringe the contractual rights or duties of the undertaking or any of its subsidiaries or the contractual rights of third parties or would render the undertaking or any of its subsidiaries in any way liable, in damages at law;").

§ The noble Lord said: This Amendment, which I now beg to move, would introduce two paragraphs into this Part of the Bill, the provisions against which the advisory committee are to take their decisions. The first paragraph, "that the information is of a commercial nature which would be of value to the undertakings' competitors", I have taken from the wording used by a member of the Government in reply to a Question in another place on 9th June, just over six weeks ago. The question was asked: whether the Government would make a Statement about the criteria adopted in excluding confidential information in the Ryder Report on British Leyland. In reply to that the Minister stated: The information that has been excluded from the Ryder Report is of a commercial nature which would be of value to British Leyland's competitors."—[Official Report, Commons, 9/6/75; c. 1.] That example seemed to be a good reason for information of this kind not being disclosed, and we felt that it should be among the special reasons in this Part of the Bill which the advisory committee would take into account.

§ I now come to the second paragraph, which deals with contractual rights and liabilities, and here, again, we believe that the special reasons to be placed in this Bill should include the question of 755 contractual rights and liabilities. To give an example, a customer or another person affected by the disclosure of information about a company might bring a claim, it the release of that information when it becomes public reaches competitors and then breaches an agreement or causes injury to him, not necessarily to the company itself but to this third party. We believe that something should be inserted to cover this kind of reason for not disclosing information. The special reasons at present contained in subsection (4) of this clause appear to be too narrow, and your Lordships will notice that in the following two Amendments we are also suggesting other matters that should be taken into account by the advisory committee. I beg to move.

§ Lord BESWICK
The noble Lord, Lord Campbell, has moved his Amendment with commendable brevity, and I will try to respond and answer similarly. May I take first the point about value to competitors? I will tell the noble Lord why it was thought inadvisable to give that information in the Ryder Report. It was, as he rightly said—and it was said in the Statement—because it would be of value to competitors and in so doing would cause injury, or substantial injury, as we thought, to British Leyland. Already one of the reasons for nondisclosure is, or was, substantial injury; it is now injury. If information which is of value or interest to competitors is not of damage to the company, then it does not really matter. It may be of some value and of some interest, but it does not cause damage to the first company and, therefore, as I say, the difficulty would not arise. If it did cause injury, then it is caught by the earlier part of the subsection. I hope that that is sufficient for the noble Lord on the first of his proposed new provisions.
So far as the second one is concerned, where he says that it should not be disclosed if it "would infringe the contractual rights or duties of the undertaking… or would render the undertaking or any of its subsidiaries in any way liable, in damages at law", I do not believe this could arise. The company required to disclose information by law, whether to the Government or to its workers, could not be successfully sued for damages, because it was required by 756 law to provide that information. That is sufficient defence. If it were shown that the company was required by law to disclose the information, this would be a complete defence. There is, therefore no need for this provision. I hope that with that explanation the noble Lord will feel able to withdraw his Amendment.

§ Baroness HORNSBY-SMITH
Could the noble Lord answer one question on what he has just said? If there is a joint Anglo-American undertaking, the English company is bound by English law. But what about the American one, if they are working together on a new process?

§ Lord BESWICK
If there were such a case and the information was likely to be damaging to the American element in the company, this would be a matter covered by the earlier part of the subsection, which says that no information should be disclosed which would cause damage.

§ The Earl of ONSLOW
If it is already covered by the first part by implication—and it is only by implication, as the noble Lord said—the courts may find otherwise; we all know that the courts cannot take into account what is said in Parliament but only what is said in Statutes. Would it not be reasonable to leave it in, to underline it and make it absolutely certain? What harm would this do?

§ Lord BESWICK
I think if we were to put everything in because it did no harm we should have a pretty lengthy Bill.

§ Lord BROWN
I think this argument is pretty pettyfogging. The circumstances in which the Minister would have to make an order are when he is requested to do so by representatives of trade unions. I have long experience of giving copious information to shop stewards and trade union officials, and the one thing they do not want is information which would be of value to competitors. I have given information on occasions when the fact that I have given it has been deplored, because they felt it would be of value when it leaked out. I have found a consistent attitude on the part of employees, trade union officials and shop stewards, resenting the giving of any information that could be of damage to the firm and thereby to their own employment. The other point about this, 757 as my noble friend on the Front Bench said, is that value to the competitor is obviously injury to the firm. I do not think that needs debating at all. I think the whole thing is rather pettyfogging. I believe that people do not want information which can directly or indirectly affect their own chances of employment. There will not be appeals to a Minister coming for orders in these circumstances.

§ Lord ROBBINS
I cannot resist the feeling that the victory of the noble Lord, Lord Cambell of Croy, in expunging the adjective "substantial" gives him all he wants as regards injury to commercial interests by providing information to competitors.

Lord CAMPBELL of CROY
What I am seeking to do here is to make sure that various possible areas where disclosure of information might have adverse effects are considered for inclusion in this section of the Bill. As the noble Lord, Lord Robbins, has said, the decision taken recently by your Lordships' Committee has improved the situation where this is concerned. On the first paragraph suggested here, I realise that the drafting was not for this purpose complete, but I could not resist taking the wording complete from what had been used in a well-known case recently by a Minister. As the noble Lord, Lord Beswick, pointed out, there was nothing here to indicate that it also had to be to the detriment of the company. It was just the word "competitors" that implied that it would be. The noble Lord has indicated that he does not regard a separate subsection as necessary because it would be caught by the previous subsection on injury.
As regards the second paragraph which I have proposed, the noble Lord has given a rather sweeping assurance, because he has stated that it would not be possible for a claim to be successfully pursued against a company which was having to carry out this Bill when enacted. Therefore, when they were compulsorily required to provide information, if it did appear to cause damage to third parties, or to be in breach of contractual rights, then no claim could be pressed and the company could not be sued. I hope that that is the position. I would ask the noble Lord to confirm that he can give the categorical state- 758 ment that no claim of the kind which my second paragraph tries to cover could be pursued successfully. I would give the noble Lord a chance to state that categorically before continuing.

§ Lord BESWICK
The noble Lord will know, and the Committee will suspect, that I have no legal qualifications. I can go only on advice that I am given. The advice that I am given is that the company required to disclose information by law, whether to the Government or to its workers, could not be successfully sued for damages. If it was shown that the company had been required to furnish the information by law, this would be a complete defence.

Lord CAMPBELL of CROY
I shall no doubt have time to consider any further implications of what the noble Lord says. It looks as though it is not necessary to put this into the Bill because the company would not be in a position to be vulnerable to this kind of claim. Therefore, I beg leave to withdraw the Amendment.

§ Amendment, by leave withdrawn.

§ 4.53 p.m.

§ Lord CAMPBELL of CROY moved Amendment No. 199:

§ Page 23, line 10, at end insert— ("( ) that the information required cannot reasonably be furnished within the time specified in the notice or at all;").

§ The noble Lord said: This is a fairly straightforward common-sense subsection, which we think ought to be added again in the interests of completeness in giving guidance to the Advisory Committee. There could be situations where the company could not reasonably furnish the information specified within the time laid down. The Minister may genuinely have made a miscalculation. He can set the time scale. The Bill states that it must be not less than 28 days for preliminary order, and so on, but if he had inadvertently asked for information which takes much longer to assemble than he thought, then we think that again this ought to be clearly written into the Bill, unless it is already covered somewhere else. I beg to move.

§ Lord MELCHETT
I am not sure whether the noble Lord was taking Amendment No. 275 with this Amendment, but I think it might be sensible 759 to do so unless he has any objection. It covers a similar point.

Lord CAMPBELL of CROY
I propose to take it separately.

Lord BRUCE of DONINGTON
I hope that I shall be able to persuade the noble Lord to withdraw this Amendment. The information required once again is circumscribed by Clause 23. If the noble Lord looks down Clause 23 and at the items required to be supplied, he will find that, apart from two items, they ought to be able to be supplied within a matter of hours. If the firm has not got the information in subsections (2)(a), (b), (c), (d), (e) and (h), (i), (j), (k) readily available, it surely does not comply with those conditions that render ordinary private enterprise firms viable. If they do not have this information, they have no business to have the noble Lord's support.
In so far as items (2)(f) and (g) are concerned, which are figures related to productive capacity and capacity utilisation of the undertaking and also in regard to the undertaking's output and productivity, I readily concede that these require a certain amount of extra time. But if these figures cannot be provided by the ordinary accounting or administrative organisation of a company or a group of companies within 28 days, one can understand the reasons why they are in such a state that the Government have to compel them to give information, and they have no right to have the noble Lords' support. I hope that on reflection the noble Lord will withdraw this Amendment, because if he continues with it he is conceding the existence within his own spectrum of support of firms that have no business to succeed at all.

§ Lord MELCHETT
I should like to make a slightly different point from that made by my noble friend, but I hope also to persuade the noble Lord, Lord Campbell of Croy, that the Amendments are unnecessary. We accept the principle that lies behind this Amendment, and. I was going to say, Amendment No. 275, but I gather that the noble Lord is determined to take that as a separate point, although I am assured that it is merely inserting "within a reasonable time" into a similar part of the Bill. If I may, I shall speak to that at the same time, and 760 the noble Lord may then decide to move it if he wishes.
The principle is that a company should not be forced to provide information it cannot provide, or cannot provide within the time specified. Nor should it of course be an offence to fail to so provide information. My noble friend has already pointed out to the noble Lord why he thinks it should be quite easy for a company to supply all the information they are likely to be asked to provide within the minimum of 28 days. The Bill already provides safeguards which cover both the inability to provide information, or not being given a reasonable time to do so, in the unlikely event of the considerations which my noble friend mentioned not applying. On timing, I would draw your Lordships' attention to subsection 24(1)(a) which specifically states that reasonable time must be given, and this must not be less than 28 days. If the time specified in the notice were to be unreasonable, or if the information were simply not available, it would be a defence in terms of subsection 28(1)(b) in that both these would be a reasonable cause for failure to have provided the information, and hence the company would have committed no offence in thus failing to provide it. In our view there is therefore no need to incorporate either Amendment No. 199 to Clause 24 nor Amendment No. 275 to Clause 28.

Lord CAMPBELL of CROY
I assure the noble Lord that when we come to Amendment No. 275, which is some way ahead, I shall not spend any time on it. The point we are considering here is to ensure that this part of the Bill covers the various special reasons which the advisory committee should take into account. The noble Lord, Lord Bruce of Donington, in his criticism of any company that might run into delays, may have misunderstood me. I was not suggesting that this would be normal. I was anxious to cover the exceptions which he agreed might occur and ensure that the advisory committee was authorised to take this special reason into account. The gist of the Government's reply is that the advisory committee would take this into account and that it is catered for without it having to be spelled out in the Bill. I am glad to hear that.
When the noble Lord, Lord Bruce, says the majority of companies should be 761 able to produce the information within a matter of hours, he does not appear to be in agreement with the Government, who have given at least 28 days, and longer when 28 days might be insufficient.

§ Lord MELCHETT
This is another example of how extremely generous and reasonable the Government are being in seeking to implement the provisions of the Bill.

Lord CAMPBELL of CROY
But they appear to be out of line with the thinking of the noble Lord, Lord Bruce of Donington. I was not suggesting that 28 days would not be enough. I simply wanted to ensure that the advisory committee would not find itself powerless to deal with such a case when a good reason could be given why the information could not be provided in time. However, having received that assurance from the Minister, I beg leave to withdraw the Amendment.

§ Amendment, by leave, withdrawn.

§ 5.3 p.m.

§ Lord CAMPBELL of CROY moved Amendment No. 200:

§ Page 23, line 10, at end insert— ("or ( ) that to compile or assemble the information would involve an amount of work or expenditure out of reasonable proportion to the value of the information;").

§ The noble Lord said: This is another commonsense point. It may need to be included, if the advisory committee is to be able to take it into account, or the Government may say it is not necessary because it is already catered for. We foreshadow situations when the work of compiling and assembling certain information which has been asked for is out of all proportion to the value of the information, and we would like an assurance that the Bill covers this point. I beg to move.

§ Lord BESWICK
Perhaps I might remind the noble Lord, Lord Campbell of Croy, and others of the procedure involved here. If the Minister under Clause 23(1) requires certain information from a company, the company would then provide it to him. Then, under Clause 24(1), the Minister might require the company to provide to union representatives …the whole or part of the information furnished to him under Section 23… 762 There is no question here of the company being asked to provide new information; it is the same information being supplied, totally or partially, to the trade unions, so there can be no extra cost at all.
If an Amendment of this kind had merit, it would have had merit at an earlier stage of the Bill and not at this point. I would, however, give this assurance to the noble Lord: it is certainly the intention of my right honourable friend and anybody else who is implementing this Bill that if it can be shown to the Minister that there would be an undue amount of work involved, this would be a matter which would have to be considered, and one would have to be reasonable about it.

Lord CAMPBELL of CROY
The noble Lord pointed out that this could have arisen at an earlier stage in our proceedings and I would not disagree with that. Perhaps it was necessary to write something like this into the Bill. However, the noble Lord has given an assurance that he does not visualise a situation arising where the advisory committee would not be able to give this as a special reason in practice, without it being written into the Bill, and I therefore beg leave to withdraw the Amendment.

§ Amendment, by leave, withdrawn.

§ Lord CAMPBELL OF CROY moved Amendment No. 201:

§ Page 23, line 13, leave out ("of") and insert ("or").

§ The noble Lord said: This Amendment is tabled simply to correct what appears to be a misprint in the Bill. I beg to move.

§ Lord BESWICK
I have on occasion made the wounding and unkind charge that certain noble Lords opposite have not read the Bill. It seems obvious that the noble Lord, Lord Campbell of Croy, has read it with great thoroughness, certainly in this case, and I therefore apologise and freely accept his Amendment.

Lord CAMPBELL of CROY
I thank the noble Lord for his apology.

§ The DEPUTY CHAIRMAN of COMMITTEES (Earl Cathcart)
I should point out in calling Amendment No. 202 that if this Amendment is agreed to, I 763 will not be able to call Amendments Nos. 202A, 203 or 204.

§ 5.8 p.m.

§ The Earl of BALFOUR moved Amendment No. 202:

§ Page 23, leave out line 14 and insert— (b) to one representative chosen from and by the employees of the undertaking,")

§ The noble Earl said: I appreciate that my drafting of this Amendment may not be correct. I am anxious, nevertheless, to have a point cleared up and that is why I move it. Under this part of the Bill the Minister may serve a further notice requiring the company: …to furnish to a representative of each relevant trade union within… not less than 28 days, as may be specified in the notice, the whole or part of the information furnished to him… Under subsection (8) of Clause 24 we read: If a notice given to representatives of relevant trade unions… states that the Minister does not propose to require the company… concerned to furnish all the information, it shall give such indication of the nature (without disclosing the substance) of any information which the Minister proposes should not be furnished…

§ Of course, it will not always be the Minister of State himself who will do this. It may be a senior official of the Department concerned and when subsection (5)(b) refers to, …a representative of each relevant trade union, an opportunity of making representations to him", this could mean a civil servant being surrounded by 12 or 14 experienced trade union representatives battering him with questions. If he is able to give them, …such indication of the nature (without disclosing the substance) of any information and not let the whole thing leak out, that chap will be doing a marvellous job indeed.

§ I am therefore suggesting that we bring in one person to decide this because subsection (8) goes on: …it shall give such indication of the nature (without disclosing the substance) of any information which the Minister proposes should not be furnished for special reasons as will enable the relevant trade unions' representatives to consider whether or not they ought to exercise their right to require a reference under section 25 below. 764 Quite honestly, to take myself as an example, if I have been told half the information—that is, told the nature without being told the substance—I shall not know whether I am in the right sort of position to appeal. I shall not have a clue. That is why I am proposing in Amendment No. 202, though it is wrongly drafted, and in Amendment No. 213, that we should make it one person.

§ At the top of page 24, the Bill states that a reference to an advisory committee can be required. I repeat that it should be by the one representative who has been given the information under the provisions of Amendment No. 216. Clause 25(5) states: The committee shall give the company or companies concerned and… and I suggest here "the one relevant representative", an opportunity of making representations in relation to the matters to which the reference relates. Again, that comes into Amendment No. 228. I am putting a condition on this chap and, if I may ask your Lordships to turn to Amendment No. 266, that brings in confidentiality.

§ I should like the Government to consider inserting right at the bottom of page 25 words roughly to this effect: for the use of the one representative under Clause 24(5)(b) above, if that person has been sworn to secrecy and is approved by the Minister. I may be wrong in using the words, "approved by the Minister", but let us allow this one representative of the workers to know this confidential information and let us make him swear to keep it secret, so he can really act as the workers' representative as to what should be disclosed. Do not let us bring in 12 or 14 representatives. I believe that we could get misinterpretation, and I am quite certain—if I may go back to what originally made me wonder about this—that nobody could ever satisfactorily give an indication of the nature without disclosing the substance of the information. He would really be a better man than I if he could do that. I am sure this will go wrong. I am sorry that my drafting is not right, but I ask the Minister to reply to the points I have made. I would rather bring this up during the Committee stage than later on. I beg to move.

765

§ Lord BROWN
I hope that the Committee will not have to spend too long on the substantial edifice of argument which has been erected by the noble Earl on what I believe is a misunderstanding. This Amendment is entirely inconsistent with the reality of industrial life. There is no such thing as one representative of all employees. They have different interests, different strata, different sections, different departments. The possibility of getting one representative of everybody is as likely as of getting one representative of the nation in this House. The Amendment is completely unrealistic and I hope that the noble Earl will withdraw it very rapidly.

§ Lord LOVELL-DAVIS
First, I refer to the noble Earl's reference to the disclosure to the trade union representatives of the nature but not the substance of the information. He created a picture of a poor civil servant surrounded by vulture-like trade unionists, but I feel that I should point out that this information is to be provided in writing. The Bill uses the words "by notice". Therefore, there will be an opportunity for everyone concerned to choose his words with care.
The Government have made it clear that they believe—and we have already been over this ground a great many times—that the most appropriate channel for disclosure of information to workers is presented by trade union representatives. I do not wish to retrace the paths of argument along which we have already made our arduous way. I am sure that by now noble Lords will appreciate the basis of the Government's case. For my part, I recognise the strength of feeling that lies behind the counter-arguments.
I should like to ask the noble Earl whether, in speaking to Amendment No. 202, I may, as he has also done so, speak at the same time to Amendments Nos. 213, 216, 228 and 266. The Amendments present a new proposal by which one man will be elected from and by the employees of a company. The Government oppose this proposal because they believe that, where there is a trade union representative, he is the proper and most appropriate person to give the information to. I recognise that many noble Lords will not consider this a conclusive argument and I should therefore like to 766 consider the proposal simply as a means of ensuring that there are appropriate arrangements for information disclosure.
The proposal in the Amendments would single out one man in a business to be the recipient of all information relating to that business. As my noble friend Lord Brown has pointed out, this would be almost impossible to do. It would preclude the possibility of local representatives receiving information at plant level which applied to that plant. The Amendments would require a means of electing the representative which would be lacking in many if not all companies. In short, the proposal is not really an appropriate solution and, quite apart from the question of trade union representation, it has grave disadvantages in imposing a single blueprint which is likely to be unsuitable for most if not all companies.
In addition, Amendment No. 266 proposes that, while the information is to be confidential, it may be released under oath of secrecy to the one representative. But what is that representative to do with it when he has it? He will be prevented from discussing the information with the workers who elected him since that would be to break the oath of secrecy. His electors would know that he had the information—and perhaps it might be about redundancies or other matters very closely affecting their interests—yet he could do nothing about it. This is tokenism. It is disclosure in name but not in practice.

The Earl of BALFOUR
I believe that I am almost satisfied with the noble Lord's answer, but one point I should like to make is that some of the information we are considering can, under certain circumstances, be kept secret. If it is kept secret—and clearly it is being kept secret even from the trade unions—and is, perhaps, disclosed only between the Minister and the company, I cannot see how the trade union representatives will know whether they should exercise their right to require a reference under Clause 25. I have been trying to think about this from both points of view. If the representative has only half the information, how is he to know whether he should exercise that right? I am sure that the noble Lord will understand the difficulty. I am grateful for his reply, but I wonder 767 whether he would think about that point again.

§ Lord LOVELL-DAVIS
I feel that this is really beyond the scope of the Amendment. I shall be answering that point on Amendment No. 207B, if the noble Lord can bear with me until then.

The Earl of BALFOUR
I am grateful for that reply, in the light of which I beg leave to withdraw the Amendment.

§ Amendment, by leave, withdrawn.

§ The DEPUTY CHAIRMAN of COMMITTEES (Earl Cathcart)
In calling Amendment No. 202A, I should inform the Committee that if this Amendment is agreed to I cannot call Amendment No. 203.

§ Lord MELCHETT
I beg to move Amendment No. 202A, to which I spoke on Amendment No. 163A. Judging by precedents, I imagine that the noble Lord will not be moving Amendment No. 203. I hope that the Committee will accept this Amendment.

§ Amendment moved—

§ Page 23, line 14, leave out ("a") and insert ("the authorised").—(Lord Melchett.)

§ Lord LOVELL-DAVIS
I beg to move Amendment No. 206, to which my noble friend Lord Melchett spoke on Amendment No. 163A.

§ Amendment moved—

§ Page 23, line 20, leave out ("representative of each relevant trade union") and insert ("authorised representatives").—(Lord Lovell-Davis.)

§ 5.22 p.m.

§ Lord CULLEN of ASHBOURNE moved Amendment No. 207B:

§ Page 23, line 25, leave out subsection (8).

§ The noble Lord said: When the Minister contemplates serving a notice on a company to disclose information to representatives of each relevant trade union, he gives to the company, and to the trade union representatives, the right to make representations as to whether the Minister should or should not require the company to furnish to the trade union representatives the information which it has already furnished to the Minister. These representations cannot be made by 768 the trade union's representative without his having been at this stage given some inkling of what the information is. But the Bill contains no provision about the giving of that information. Having considered these representations, the Minister then directs the company either to supply the information to the union's representative, or not to do so. If he directs the company not to supply the information, he must, under Clause 24(8), indicate the nature without disclosing the substance of the information not to be supplied. There is every likelihood that such not to be supplied information would be, in Stock Exchange terms, "price sensitive", and that the mere fact of its existence being indicated in this secretive manner would lead to speculation. If the company were a quoted or listed company, that speculation would be financial. In any event, it would be undesirable and unsettling. The only way to avoid these effects would appear to be to remove the whole of subsection (8) from the Bill. I beg to move.

§ The DEPUTY CHAIRMAN of COMMITTEES
In calling this Amendment, I should have informed the Committee that if it is agreed to, I will not be able to call Amendments Nos. 207A to 213.

§ Lord DRUMALBYN
This is a suitable point to examine the working of the whole clause, rather than to wait till the debate on the Question, Whether the Clause shall stand part. The Amendment enables us to take cognisance of the whole procedure of which, perhaps, subsection (8) is the culmination. As my noble friend indicated, subsection (1) enables the Minister to require a company or companies to pass on a notice to the trade union representatives about the information which the company or companies has furnished to the Minister; and to pass on that information within 28 days. Incidentally, I am not quite certain whether what is proposed in paragraph (b) of subsection (1) takes place before what is proposed in paragraph (a). I am not quite certain exactly what that means. There is provision for a further notice requiring a company or companies to pass on the information—all or any of it—and for a notice about the furnishing of that information to be served on the representative of a trade union. I find the clause rather confusing, and therefore it would be worth while 769 to try to bring some clarity into it. Subsections (2), (3) and (4) require the Minister not to oblige the company to pass on the information to trade union representatives if he considers that there are good reasons not to do so. Subsection (5) seems to give a representative of each relevant trade union an opportunity of making representations to the Minister about giving a notice under subsection (1) before they have any inkling at all of what the information is about. When we come to subsection (8), we see that they know something about what the information is to be.
Presumably it is envisaged that companies furnishing information to the Minister may, if they think fit, pass on to the Minister at the same time their reasons for thinking that it is not appropriate to disclose that information to trade union representatives. So far as I can see, they can do so if they wish, and there is nothing in the Bill to prevent them from doing so. Unless they do so, it is difficult to see how the Minister can form an opinion on special reasons—as distinct from the reason of the national interest—for not passing on the information. Alternatively, the Minister, having read this information—or not having read it because it has not been supplied—may give the company or companies an opportunity to make representations to him, and so—

§ Lord BESWICK
I appreciate that the noble Lord is trying to save the time of the Committee, but before he proceeds further I should like to say that I wonder whether he is not going a little wide of the Amendment moved by his noble friend. I suggest that perhaps it would be better to dispose of this Amendment before taking up the points which the noble Lord is now making.

§ Lord DRUMALBYN
With respect, I should like to develop my argument a little further; if then the noble Lord still has the view he has just indicated, I should not personally agree with him, but I will comply with the wishes of the Committee. As I was saying, unless the reasons for not disclosing are given to the Minister, the Minister can hardly form an opinion about the special reasons. It is difficult to see how the Minister can give an indication of the information which should not be furnished to trade 770 union representatives—and here I come to subsection (8)—without giving them at least a strong hint about the substance of the information. Even if he succeeds in doing that—in not disclosing the substance but in giving a hint about the nature—the mere indication is bound to arouse the curiosity of the trade union representatives, or even their suspicions, and in nine cases out of ten is likely to mean that trade union representatives will try to get information either by appealing under the next clause, or in other ways.
Moreover, the fact that such information is not to be passed to the trade union representatives—if that proves to be the fact—is bound to become known publicly, and to give rise to speculation in the Press, and possibly speculation on the Stock Exchange, as my noble friend Lord Cullen of Ashbourne indicated. It would seem to be an open invitation for trouble making. It would be much more satisfactory not to require the trade union representatives to be told what information the Minister has required to be furnished to them under Clause 23 until it has been decided how much of that information is to be passed on to the trade union representatives. If the Bill were amended in that sense, there would be no need to make provision for references to the advisory committee by the trade union representatives. Unless the Bill is amended in that sense, it is difficult to see how confidentiality can be preserved, even up to the point where the information is disclosed to trade union representatives. The trade union representatives are bound to require a reference in almost all cases, and I doubt whether they would think that they were doing their job if they did not require it.
I cannot see how the advisory committee would be able to avoid, in the course of the hearing, extending the indications of the nature of the items of information. My noble friend Lord Campbell of Croy has put down an Amendment about this on the next clause. In other words, confidentiality will be impaired even if the advisory committee recommends against disclosure to the trade union representative. The case I am making is that the only way to preserve confidentiality is not to let the trade union representative know any items of information which the Minister either provisionally or finally decides need not 771 be passed on. If he lets them know at an earlier stage, most of the information will come out and certainly confidentiality will be impaired. I beg to support my noble friend.

§ Lord DAVIES of LEEK
I do not find any difficulty with this subsection and I believe that to erase it could create confusion. All that subsection (8) is saying is that if a notice states that the Minister does not propose to require from the company all information it shall indicate to the trade union and others—I am putting it into plain English instead of legal verbiage—the nature of the information not needed in order that the trade union can judge whether they want to be released from the duty of disclosing information to the union. I can think of quite a lot of information—especially in the drug industry if I may declare an interest—where scientists and groups are working in a laboratory. They may be in unions or in groups and if that information is passed on it could do injury and damage to the firm and to the country in exports.
I can give examples where British drug firms have overseas licences earning good money for the British exchange. I do not want to sound presumptuous, but scientific workers working on drugs or on research in a laboratory know that their knowledge, if disclosed, would be of damage or injury to the nation and the firm. That is all that the subsection is saying. If the Minister does not want all the information a substantial reason must be given or could be given to the trade union and in eight cases out of ten a reasonable trade union, whether scientific, industrial or whatever, would accept that because they would understand the nature of the industry. I hope that my noble friend, when he comes to reply, will retain this clause because I do not see it in any way trespassing on the democratic rights of firms. In fact it is protecting them.

Lord CAMPBELL of CROY
I will not repeat what my noble friend has said, but I think the wording of this subsection asks for something which is exceedingly difficult to carry out. The middle of the subsection reads: … it shall give such indication of the nature (without disclosing the substance) of any information…". 772 This, I recognise, is an exceedingly difficult and delicate part of the Bill. If the timing which my noble friend Lord Drumalbyn has suggested found favour with the Government, it would remove that exceedingly difficult operation. I think that companies will be placed in a very difficult position if they are trying to carry out what is clearly the principle but which is very difficult to put into practice.
I should like to refer to something which the noble Lord, Lord Brown, said earlier. He said that in his experience trade union representatives would not want disclosed anything which was going to help competitors to the detriment of their own company. We also know that there can be the other kind of case where trade union representatives are suspicious because they think the information is not being given because it concerns closures or redundancies. There are situations where trade union representatives will be trying to find out what is at the back of it when they know that information is being considered which the company is suggesting should not be disclosed. It will be exceedingly difficult to carry out this operation of disclosing the nature without disclosing the substance. I ask the Government to consider very carefully the suggestion which my noble friend has made.

§ Lord BROWN
I do not look at subsection (8) with any great enthusiasm. The whole business seems so complicated. Having had the experience of willingly giving all sorts of information to shop stewards and unions for years and years, I can say that I have never run into any trouble at all. It seems to me an awfully long-winded way of insisting that they get it. However, it seems to be necessary in the Bill.
To take up the point of the Amendment, if one reads subsection (8) and listens to the argument for its deletion, one gets the feeling that there is reasonableness in the argument until one turns to Clause 23(2) and looks at the matters under which the Minister can in fact get information. While the discussion has been going on, I have been reading paragraphs (a) to (k) and I cannot see that anything there could in any circumstances affect the Stock Exchange or disclose in a subterranean way knowledge about the firm. If any one of the paragraphs (a) 773 to (k) referred to the firm's intention of taking over another firm or selling one of its subsidiaries, then indeed subsection (8) may have its dangers, but in the light of all these things I do not think it has.

§ Lord DRUMALBYN
If the noble Lord will turn the page over and look at subsection (3)(b) and (c), in relation to a future specified date or a future specified period he may have some grounds to qualify it.

§ Lord BROWN
Subsection (3)(b) is undertaking capital expenditure.

§ Lord DRUMALBYN
Would the noble Lord turn over to page 22 and read (c).

§ Lord BROWN
I am still of the same opinion as I was before. Future capital expenditure—I would make the suggestion that firms who are sensible are already doing this. I really cannot see the danger in the arguments. As my noble friend put it—I am happy to call him my friend—when I turned back to (k) I thought: No; in the light of this restriction of information the argument does not hold that water that I thought it did.

§ Lord DAVIES of LEEK
May I ask my noble friend about (j)? I think my interpretation of subsection (8) was correct, but (j) says: sales of industrial or intellectual property owned or used in connection with the undertaking… what is "intellectual property"? This is where I made the point about research workers.

§ Lord BROWN
Sales of know-how; negotiation of licences with companies overseas.

§ Lord DAVIES of LEEK
I think it goes further than that. There is the molecular roulette which chemistry plays in the drug houses finding formulae. That is certainly valuable information which has made firms very wealthy indeed and when they are playing this molecular roulette and discover an assimilation of molecules that is of value in medicine that is intellectual property, is it not?

§ Lord BROWN
Information from a firm to the Minister that they are negotiating a licence with Indonesia or wherever it may be is not detailed, technical information.

774

§ Lord DAVIES of LEEK
It is not, I agree.

§ Lord CULLEN of ASHBOURNE
To return to what the noble Lord, Lord Brown, said, I feel that it is (d) and (e) which are liable to be worrying in this case. I think that an inkling of information that an asset is to be either required or disposed of is the kind of thing that is worrying if it leaks out.

§ Lord BROWN
If it leads to any disposal of assets there is still water in that argument; but it says "such assets" and refers to "fixed capital assets in an undertaking". I am sure the noble Lord will agree that information given by a firm about the sale or purchase of fixed capital assets, which means plant or machinery, is not in the category of dangerous information which would have an effect on the Stock Exchange or elsewhere.

§ Lord LOVELL-DAVIS
The right to require a reference to the advisory committee under Clause 25(2) to make representations to the advisory committee under Clause 25(5) is one held by both company and trade union representatives. We are seeking, in so far as this is possible, for both to have equal rights. It is most important the provisions in the Bill relating to reference to the advisory committee be fair to both sides.
The company will know, by virtue of Clause 25(6), exactly what information the Minister provisionally requires it to provide. Clearly the substance of this cannot be provided to trade union representatives, since this would negate any attempt by the company to claim that further information should be witheld for special reasons. There is therefore no question of the substance of the information being disclosed. Indeed, this is explicitly stated in Clause 24(8) in the words "without disclosing the substance" In the matter of disclosure I should like to refer to, for instance, the Ryder Report on British Leyland. The Report indicated the nature but not the substance of the information. It contained a general indication of future developments but omitted the facts of specific plans. In Chapter 14 of the Report a lot of information was given about the cost of future development programmes but details of these programmes were omitted.
Equally, however, the trade unions must have some indication of what is at dispute. 775 We therefore provide that the notice furnished on the trade union representative should indicate whether the Minister is requiring all or some of the information which was furnished to him to be provided to workers and, in addition, whether any is being witheld for "special reasons", and if so, what is its general nature. This is necessary if the representations by trade unionists are to be on a sensible basis. Without this, a trade union representative would not know whether information was not being disclosed because of special reasons—in which case he could make his case to the advisory committee—or because of national reasons, or simply because of an exercise of Ministerial discretion—in which case the advisory committee would have no locus. Similarly, unless the trade union representative knew what type of information it was proposed to withold for "special reasons", his arguments to the Committee would be greatly handicapped.
There is no question of the information at stake being disclosed to the trade unions. Subsection (8) provides that they must be told of the nature but not told of the substance of the information provisionally witheld for special reasons: that is, they must be told that the Minister intends not to require disclosure of information about capital investment by product, or about demand for the company's products; but they must not be told this in such a way that the facts at stake can be discussed. This is not impossible: indeed, the Ryder Report on British Leyland to which I have referred provides a model. In this way, the rights of the trade unions and the confidentiality of information will both be upheld.
I have endeavoured to explain why this subsection is both necessary and fair. I hope that in the light of this explanation the noble Lord will withdraw his Amendment.

§ Lord DRUMALBYN
Before we reach a conclusion on this, may I say that the whole of the machinery (as the noble Lord, Lord Brown, indicated) is so complicated that I think it is up to the Government to find some way of simplifying it before we come to the final stages of the Bill. Take the question of appeal alone, which is in the next section. If one trade union representa- 776 tive asks for a reference to the advisory committee because he wants information disclosed which the Minister is not proposing to disclose, the Committee must see each relevant trade union representative—there could be 20 or 30 of them—presumably separately. I do not know; but the machinery is so grotesquely complicated that I think the Government should look at it again.

§ Lord BESWICK
It is worth pointing out that one of the reasons why it is so complicated is that we have been anxious to meet criticisms made and to have safeguards written into the Bill. This inevitably leads to complication.

§ Lord CULLEN of ASHBOURNE
This has gone much wider than the scope of my original Amendment. I agree with my noble friend Lord Drumalbyn that it would be a good idea for the Government to look into this again. In the meantime I beg leave to withdraw my Amendment.

§ Amendment, by leave, withdrawn.

The PRINCIPAL DEPUTY CHAIRMAN of COMMITTEES
Before calling Amendment No. 207A, I should inform the Committee that, if it is agreed, I cannot call Amendments Nos. 208 or 209.

§ Lord MELCHETT
Amendment No. 207A was discussed with Amendment No. 163A. In accordance with the usual practice I assume that the following two Amendments will not be called. I beg to move.

§ Amendment moved—

§ Page 23, line 25, leave out ("representatives of relevant trade unions") and insert ("authorised representatives").—(Lord Mclchett.)

§ Lord MELCHETT
Amendment No. 212A was discussed with Amendment No. 163A. I beg to move.

§ Amendment moved—

§ Page 23, line 31, leave out ("relevant trade unions' ").—(Lord Melchett.)

§ Clause 24, as amended, agreed to.

§ Clause 25 [Release from duty to disclose information to trade union]:

§ 5.49 p.m.

§ Lord WIGODER moved Amendment No. 215:

§ Page 23, line 36, leave out ("advisory") and insert ("appeal").

777

§ The noble Lord said: I beg to move this Amendment. There are certain other Amendments consequential upon it which, for the sake of the record, are Amendments Nos. 231, 232, 243, 251, 264, 295, 296, and 298. The effect of these Amendments is to amend the Government's proposals for the advisory committee as put forward in the Bill. There is a further Amendment (Amendment No. 294) in the names of the noble Lords, Lord Campbell of Croy and Lord Aberdare, which deals with an alternative method of solving the same problem. I have communicated with those noble Lords and with the noble Lord, Lord Beswick, and I think it would be for the convenience of the Committee that all these matters might be debated together at this stage.

Lord CAMPBELL of CROY
I was going to suggest that as being convenient. This therefore includes Amendments Nos. 226 and 263, together with Amendment No. 294 to which the noble Lord referred.

§ Lord WIGODER
I am grateful. If there are to be provisions for compulsory disclosure of information, some of which may be of an extremely commercially sensitive nature, obviously there has to be some machinery for deciding in a disputed case whether a piece of information should be disclosed. Clearly, its disclosure in error or by a mistake as to its importance might have disastrous consequences for a company, and might have an equally disastrous consequence for employees of that company and therefore for the community as a whole. It is important that any such disputes should be resolved, and resolved by machinery which is quick, fair and commands general confidence. There are three proposals before the Committee. There is a Government proposal; there is a Liberal proposal; and there is a Conservative proposal. I use those words as a form of shorthand. I hope members of the Committee will agree that matters of Party political dogma do not enter into this part of the Bill, and all the proposals are being put forward in a constructive spirit, in good faith and in an attempt to resolve a somewhat difficult problem.
The Government proposals are set out in Clause 25 and Schedule 5 of this Bill. They are by far the most complicated of the three alternatives before the Committee. Under Clause 25 and Schedule 778 5 if there is a difference of opinion between the Minister and the company or the trade union representative as to whether a piece of information should be disclosed, the Minister then refers the matter to an advisory committee. The advisory committee is the one set out in Schedule 5 to the Bill which consists of three people in all: a person with experience in industrial affairs as an employer or manager; a person with experience in industrial affairs as a representative of workers; and a chairman who will be a barrister or solicitor. The Minister will refer the matter to such an advisory committee, and that committee will report back to the Minister. If the Minister accepts the advisory committee's recommendation under the Government's Bill, then the matter ends there and the Minister makes the appropriate order. If the advisory committee report that a piece of information should not be disclosed, but the Minister still feels the advisory committee is wrong and it should be disclosed, the Minister makes an order and lays it before Parliament which is subject to annulment in pursuance of a Negative Resolution of either House of Parliament. I hope that is a reasonably accurate presentation of the proposals set out in the Bill for dealing with this difficult problem.
The Liberal proposal is much simpler; it is so simple it may feel a little out of place surrounded by the other provisions in this part of the Bill. Instead of an advisory committee, there should be an appeals committee which would be constituted as in Schedule 5 to the Bill according to the Government's proposals with the same representation, but that that appeals committee should determine matters that are referred to it, and the Minister should be bound by the answer. There would therefore be no need for the Negative Resolution procedure to be gone into in that case. The Conservative proposal is similar to the Liberal one, in that it also wishes to see an appeals tribunal as distinct from a purely advisory panel, a body which will determine the issues referred to it; but the Conservative proposal puts forward a purely legal body composed of three lawyers of considerable experience rather on the lines of the lands tribunal.
Those are the three various ways raised which have been suggested in the Bill and 779 the Amendments now before your Lordships' Committee. May I first refer to the Government's proposals as set out in the Bill. I will begin by dealing with the suggestion that if there is a disagreement between the Minister and the advisory committee there should be an order laid subject to annulment in pursuance of a Negative Resolution by either House of Parliament. Although that is a constructive attempt in good faith to deal with the problem, it is unlikely to contribute very much by way of a solution. We suggest that for three reasons: first, there are practical difficulties, certainly in the other place, in the way of obtaining a debate on an order and obtaining its anulment in pursuance of a Negative Resolution. Secondly, any debate that took place would consist of people debating matters about which they knew nothing.
I resist the temptation to make any of the more obvious comments on that situation. But if confidential information is in issue, its details cannot be disclosed in order that they may be debated in either House of Parliament. Therefore members of either House of Parliament would be reduced to attempting to debate details when all they will know will be the nature as distinct from the substance of what it is that they are discussing. That would mean—in relation let us say, to the intended acquisition of a fixed-capital asset for use in the undertaking—that Parliament would have to decide whether the disclosure of the information would cause injury to the undertaking without being told what it was proposed to be acquired, what its value would be, what its cost would be, what its prospects would be in terms of development, or any of the other myriad of commercial features which are directly relevant if a useful judgment were to be made as to whether the disclosure of the information may injure the undertaking. To ask Parliament to debate a matter about which it may know only the nature and not the substance, is to place a safeguard in this Bill which is in practice going to be meaningless.
The third objection to the proposed appeal to Parliament in this matter which is contained in the Bill is that the decision that has to be taken is not a decision that could be sensibly debated by a large 780 number of people. Even if the information were disclosed in detail—which I indicated it cannot because of the terms of the Bill—the practical consideration of whether the information about that asset might damage an undertaking is something that would not make for a coherent, balanced debate among a large number of people. I therefore suggest that the proposal in the Bill for an appeal by way of Negative Resolution procedure to either House of Parliament is not a safeguard of any value whatsoever. It follows from that that if there is no safeguard there, the proposal in the Bill establishes the Minister as his own court of appeal. The Minister will take the decision; if his decision is challenged, he will refer it to the advisory committee; if he disagrees with the advice given to him by the committee, in effect his decision will be final, because in practical terms there will be no possibility of the Minister's decision then being overruled in pursuance of any Negative Resolution. It would appear to be not desirable that such powers should be given in general terms of principle. I am not making any comments about excessive discretion by any particular Minister or anything of that nature. It would not be desirable that a Minister should be asked first of all to come to a decision and then, for all practical purposes, to be the court of appeal if the advisory committee disagreed with his own decision.
The other matter I would mention in relation to the Government's proposal in the Bill is that it would give rise to very much less consistency in its operation than would an appeals tribunal of the kind suggested in either of the alternatives that we are inviting your Lordships to consider. Again, that is not meant in any way as a criticism of any particular Minister. Ministers, however, change. Political implications are bound to be involved in decisions that are made under this Bill, and one has only to read, for example, the speeches made on Second Reading in the other place by Mr. Benn and Mr. Dell to realise that different Ministers, approaching this Bill with somewhat different political attitudes, are going to interpret vast sections of it in a different way. It would be undesirable—would it not?—that on questions of compulsory disclosure there should grow up a variety of practice rather than a 781 consistency of decision. Consistency, we would suggest, can be reached only if there is going to be an appeals tribunal sitting as regularly as may be needed and at least forming some general standards in dealing with these matters. For those reasons, we would venture to suggest that the proposals for an advisory committee and the appeal to Parliament will not be a satisfactory method of dealing with this problem.
The alternative which is suggested in the Amendment in the name of the noble Lord, Lord Campbell of Croy, of having a wholly legal tribunal, is one which again we on these Benches would venture to query. There are various reasons for that. First of all, the issues that the tribunal will have to decide are not going to be primarily legal issues. The issue of whether a particular piece of information might cause injury to a particular undertaking, and issues of that kind, are ones which are perhaps rather better suited to the representatives of employers and the representatives of workers on the kind of committee which is envisaged in Schedule 5 to this Bill.
Secondly, it might lead to a rather over-formal approach to this problem which is not necessary. Thirdly, there is a practical consideration if the appeal committee is going to consist entirely of a legal tribunal. I have already dealt with the question of the difficulties that would arise in any debate in either House of Parliament where nobody really knew what he was talking about. Equally before an appeals tribunal of whatever kind it was, as I understand the Bill, the trade union representative would not be able to argue the case with any great thoroughness because he would know only the nature of the information; he would not know the substance of it. If that is to be the situation, if before an appeals tribunal it is not going to be open to the representative of the relevant trade union to argue the details of a particular piece of information, it is of crucial importance, if the tribunal is to command the confidence of the trade union movement, that there should be on it somebody who was regarded as a representative of that movement and who can be relied upon, when the tribunal is finally considering the matter, to ensure that all the arguments are taken, knowing the full details as he will do, although the repre- 782 sentative of the company would not do, in the terms of the argument. We would therefore suggest that a tribunal of three lawyers is not going to solve this problem.
That leads us therefore to the proposal which is contained in this and the consequential Amendments, which is that the best answer is to have a tribunal constituted as in Schedule 5; namely, of the three people, the lawyer, the person experienced as employer or manager, and the person experienced as a representative of workers. One should have a tribunal of that kind, but one should give that tribunal the power to decide rather than merely to issue advice and allow the Minister in the exercise of what is already a very considerable discretion to overrule that advice if he thinks fit. In those circumstances, I venture to commend this Amendment and the consequential Amendments to your Lordships' Committee.

§ 6.7 p.m.

Lord CAMPBELL of CROY
It might be convenient if I spoke to the Amendments which the noble Lord suggested might be considered with Amendment No. 215 and which are in my name and the name of my noble friend. The noble Lord, Lord Wigoder, has most clearly explained the reasons for the system which he and his colleagues have put forward in their Amendments. As he suggested, we entirely agree with him about the imperfection in the Government system: that it is an advisory committee and the Minister can overrule the advice which he receives. There is also another part of the procedure in the system laid down in the Bill which we criticise. That is, as Lord Wigoder pointed out, that the Negative Resolution procedure has been introduced and it would be exceedingly difficult for your Lordships and for Members of another place to have a debate on the subject of whether certain information should or should not be disclosed, whether the Minister had taken the right decision or not, if the information could not be made public, because that of course would prejudice the issue. So we, like the noble Lord, Lord Wigoder, feel that there should be an appeals body, whether it is an appeals committee which he has suggested or an appeals tribunal of the kind we have suggested, 783 which should take the decision which the Minister should then accept.
There is a further point in our group of Amendments additional to what the noble Lord, Lord Wigoder, has proposed. We think that the members of the appeals tribunal should not be appointed by the Minister himself from a panel of names which he keeps, as proposed in the Bill. We consider that the appeals body should be appointed quite independently of the Minister and his Department. As the noble Lord has said, we have based the proposal for an appeals tribunal in our Amendment No. 294 on the provisions of the Lands Tribunal Act 1949.
We have tabled these Amendments as an alternative to the advisory committee system. The Government will have noticed that we have not sought to replace the advisory committee system by our Amendments. So I ought to indicate that it is our intention that, if an independent tribunal of the kind put forward in Amendment No. 294 were to be thought the best of the three courses, it would replace the advisory committee. We are not suggesting that the two systems should exist side by side. But at this stage it seemed convenient to add the independent tribunal system in Amendments for consideration, so that it was possible also to suggest Amendments to the Government system as we go along.
The noble Lord, Lord Wigoder, has pointed out that in our suggested tribunal all the members would have legal backgrounds. I cannot help commenting on the irony that the noble Lord, who himself is a lawyer, should be criticising the fact that we are suggesting that they should all be lawyers. The reason is that we regard this tribunal as having the function of interpreting the provisions of the Bill. We have spent some time considering what should be in that part of the Bill which prescribes the special reasons which the advisory tribunal should take into account. They would also have to interpret the other subsection as to what were reasons of national policy. Therefore we suggest that legal backgrounds are required to carry out the interpretation of this Bill when it is enacted.
There is another point. Whether it is a good or a bad thing, in an advisory 784 committee of three where one of the members is to be appointed from an employer's background and another from an employee's background it could well be viewed as a committee of three with one member likely to take the employer's view on any matter and another as likely to take the employee's view; even if behind closed doors they may well be taking the opposite view. The third member might then be regarded as the man with the judgment of Solomon who has to try to deal with the difficult cases.
The advantage of the proposals which we have put forward is that it does not present that situation. They are three members of a tribunal with legal qualifications interpreting an Act of Parliament. However, may I say straight away that my purpose in speaking in this debate and listening most carefully, as I shall, to everything that is said in it is to try to reach agreement on what would be the most satisfactory kind of appeals body, including its membership. Although very late in the day the Government introduced safeguards at the Report stage in another place, including this proposal for the Negative Resolution procedure, we believe that the advisory committee system is complicated. The Government have tried to meet the criticisms which have been levelled at this system. None the less, while it is advisory and not an appeals tribunal we believe that it suffers from a major defect which we hope that the Government will recognise.

§ 6.13 p.m.

§ Lord BROWN
To me Clause 25 smacks of taking a sledgehammer to crack walnut. I realise that to a large extent it is the result of listening to the Conservative Party dream up a series of awful nightmares on the flimsiest possible evidence and then trying to get the Government to take measures to reassure them on these nightmares. Having listened to the noble Lord, Lord Campbell of Croy, I believe that he is still inhibited by some of this phantasy thinking. Having said that and having listened to the noble Lord, Lord Wigoder, and how he conveniently referred to the Liberal, Conservative and Government proposals, I hope that the Government will take note of the so-called Liberal proposals. I would not say that if they were in the slightest way suggestive 785 of any change in principle of the Bill or, indeed, of any sub-principle of the Bill. The series of Amendments to which the noble Lord has spoken is entirely concerned with machinery. They would be helpful to all concerned, including the trade unions. I hope I shall not bring down on my head the wrath of the Front Bench when I say that I hope that the Government will consider those Amendments. If, in the light of them, the Bill were amended, I feel that at a later date it may well be acceptable to the Government in another place.

§ Lord HARMAR-NICHOLLS
Beneath the charming flippancy of the opening words of the noble Lord who has just spoken, he was clearly agreeing with the general point which was put by the noble Lord, Lord Wigoder, and my noble friend. I think he is right to have done that. I should not have thought there was much doubt now that it ought to be an appeal, not an advisory, tribunal. People's confidence must be maintained. There are all kinds of fears which will arise when this Bill becomes an Act, and anything that can be done to show the objectivity of any decision and its impartiality is quite essential. For that reason it is absolutely clear that it must be an appeal tribunal with the final word, and not an advisory tribunal which leaves the last word with somebody who at the end of the day will be a political Minister.
As to which of the two Amendments commends itself to this Committee, having listened to the most clear explanation which was given by the noble Lord, Lord Wigoder, I feel that on balance we can judge this on the basis of his explanation of what it is all about. He put it very clearly and simply. I do not think he was anything other than absolutely objective in the way he described the points of view and the thoughts behind the Amendment. Even on the basis of his own argument, however, I should have thought that my noble friend's solution is perhaps the right one.
If we want to give confidence to the people who have got to accept any decisions that flow from it, the more impartial the appeal tribunal is and appears to be the better it will be for bringing about the confidence which I claim is essential. I believe that my noble friend made a very strong point when he emphasised 786 that if the tribunal is made up of someone representing employers and managers and somebody else representing trade unions, there is bound to be a feeling that those two members of the tribunal will be biased in favour of whatever is wanted by their side. To that extent it takes away the objectivity and the impartiality that I think are absolutely essential. My noble friend's suggestion that it should be left to the lawyers—I myself am no lover of lawyers—is in this instance absolutely the correct one. The one claim which lawyers can justly establish is that part of their training is to be objective and to be able to listen impartially to evidence and form a clear view without having had personal experience of the mechanics of the subject they are examining.
I feel that the old-fashioned way of forming a Government was much the best way. They deviate from it nowadays. In the old days when a Minister of Health was appointed you did not think of appointing a doctor because you knew that to some extent he would be biased by his previous experience. When the Minister was obtaining advice from all the sources from which he obtains advice, he would not be able to accept outside expert evidence because of his own prejudices or beliefs arising from his previous connection with the profession. One tried not to appoint a Minister with past contact with the subject over which he had to preside for the reason that he could not approach it completely impartially.
Similarly, if the appeal tribunal is made up of people who are accepted on all sides as men who are trained to be objective, to accept arguments and to give quite impartial decisions, that will be the most satisfactory way of dealing with it. I was very disturbed to hear the noble Lord, Lord Wigoder, suggest that one of the reasons why he came down on the side of his own Amendment and the procedure suggested by the Government themselves was because, if I heard him aright, the trade unions may not feel that their point of view had had proper treatment unless a member of the tribunal himself was a trade unionist whom they could be sure would be likely to give what he suggested was an objective or impartial view. If that is what the noble Lord meant, I am disturbed by it.

787

§ Lord WIGODER
That is what I said and that is what I meant, but I said it against the background that the representative of the relevant trade union who is appearing in the case before the tribunal will not have for himself the details of the information which is being considered.

§ Lord HARMAR-NICHOLLS
I remembered that, but I felt that the fundamental point the noble Lord was making was a disturbing one. If we are going to accept that an appeal tribunal under this Bill, or any arbitrator or tribunal anywhere, has to recognise that somebody may not be prepared to accept the impartiality of the tribunal's decision unless he comes from their particular group or organisation, it is disturbing. I feel that we have gone a little way along that road over the last two or three years, and in my opinion it is absolutely vital that we should get back to the position where in this country we can appoint arbitrators and tribunals who are capable of being absolutely fair and at the same time absolutely objective and it is not necessary to put on a tribunal someone who carries the card of membership of some group or another before any decisions flowing from it are accepted.
I understand why the noble Lord, Lord Wigoder, felt that this was slightly different, but I do not accept that it is different. I believe we should be deviating from what I think is important if we did not use this Bill to emphasise that we have to establish the situation where we can appoint arbitrators, assessors and appeal tribunals without having to bear that consideration in mind. I feel that we should be doing the right thing under the Bill and the right thing to establish the sort of atmosphere we ought to have if we were to accept my noble friend's Amendment and make it the accepted, impartial, objective appeals tribunal made up of people trained to be impartial.
On the basis of the argument adduced by the noble Lord, Lord Wigoder, if one viewed it impartially it would be seen that his excellent and clear speech came down on the side of meeting this problem by having legal appeals. The noble Lord opposite seems to be disturbed, but I, too, can look at the clock. I consider that this is a subject worthy of having this kind of detailed comment, because 788 my contact with industry is such that I feel this is where more headaches will come from than many of the other provisions of this Bill. Unless when something goes to appeal one can be satisfied that it will be dealt with impartially, then all the other good intentions that the noble Lord has in mind will have gone. I support the argument adduced by the noble Lord, Lord Wigoder, but I would accept my noble friend's Amendment in preference.

§ 6.23 p.m.

§ Lord BESWICK
I recognise the spirit in which these two sets of Amendments have been moved, but I rather agree with my noble friend Lord Brown when he says that the situation has been inflated beyond its true importance in relation to this Bill. I wonder whether I may try to put it into some sort of perspective. I would suggest to the noble Lord that the term "safeguard" that is being used very often (and the noble Lord, Lord Harmar-Nicholls, spoke about arbitration) elevates the whole issue to something the importance of which does not merit his anxiety.
Let us now see what sort of situation we are dealing with. We are here dealing with a piece of legislation which is intended, as I said on Second Reading, to help industry by the exchange of information. There is no question here of any punitive legislation or of imposing any burdens. There is no question here of taxation or any financial loss. Here is an attempt to get a voluntary system of planning agreements, and here is an attempt to get an economic climate within which companies may make their decision on a more secure basis of knowledge. We are hoping also to make it possible for trade unions to come in more and more in an effort to help their industry. We want the atmosphere of our economy in the future to be one in which the unions, instead of trying to get more and more for themselves, actively participate in the improvement of the performance of their respective industries. That is the situation and it is all based on a system of giving information in a two-way street.
There will be cases where this information is withheld. In the overwhelming majority of cases, we have good reason to believe that the whole system will be 789 voluntary, but occasionally—and only occasionally—there will be a case where the company will say, "We do not agree that the information should be given". In this case we have provided for the Minister, if he so decides, to say that the information should be given. For very good reasons which are set out in detail in the Bill, he can say that the information should be given, and it is a question of disclosure of that information.
I do not believe that any of us would say that Governments in this country or Ministers of those Governments behave irresponsibly, but in discussion it was thought that there should be safeguards. Therefore, a most elaborate system of safeguards has been erected. Earlier, the noble Lord, Lord Campbell of Croy—or his noble friend Lord Drumalbyn—complained that the system was too elaborate, that it would be time consuming. Nevertheless, we felt that some effort should be made to ensure that the fears that had been expressed at the beginning of this sort of exercise should be allayed. To encourage confidence we said that there should be safeguards. So we provided for the system of an advisory committee, and if the findings of this advisory committee are not accepted by the Minister, he then has to lay an Order. It would be possible for Parliament to say that the Minister is wrong and that he should not continue to persist in requiring this information.
This is a most elaborate system of safeguards. The noble Lord, Lord Wigoder, is endeavouring to strengthen these safeguards, and his Amendments provide a new procedure for settling whether information should or should not be disclosed to trade union representatives for special reasons. As he said, instead of the Committee established under Schedule 5 being an Advisory Committee—whose advice the Minister is not bound to follow, although there is the Parliamentary safeguard—the noble Lord is saying that the appeal committee should have the right of decision.
That is the issue between us, and we believe that in such a situation Ministers should take and accept the responsibility of Government. It is as simple as that. It is not our intention to pass responsibility to an appointed Committee, but rather to maintain the Minister's duty to come to his decision in the light of the 790 Committee's advice and then be called upon, if necessary, to account for his decisions before Parliament. The noble Lord, Lord Wigoder, called attention to the fact that if an order is placed before Parliament it will be possible for Parliament to discuss it; but, as he said, they would not know the substance of the issue in doubt and he did not think that the House of Commons or our own House would be the appropriate body to settle these things.
I wonder whether he is right? The two Houses of Parliament in this country have a very sure instinct in these matters. They have the instinct as to whether or not a Minister is behaving responsibly. Even if the matter is not debated, there is still a very sharp discipline on a Minister who knows that he may have to satisfy Parliament. Anyone with experience in these matters knows exactly what sort of discipline rests on a Minister who is likely to be called to Parliament in order to justify what he has done. Even though it is not possible to go into all the details, I think the instinct and the general judgment of Parliament is such that they can decide whether or not in a particular case a Minister is behaving wisely.
The noble Lord, Lord Campbell of Croy, said the advisory committee, or in his case it would be the appeals committee, would have to consider the national interest. This is not so. The advisory committee, or the appeals committee in his case, have to consider the special reasons; that is the point. They have to decide upon whether there are special reasons in a particular case, but the overriding national reasons are not theirs for consideration. Those are matters which the Minister may have to take into account when he comes to take his decision. I suggest to noble Lords that in cases of this kind, if it comes to this point—and I do not believe it will very often—the right way to go about it is to have the Minister answerable to Parliament.
As to the composition and scope of the advisory committee, there again I hope noble Lords will accept that we have tried very hard to come to a reasonable conclusion and a fair balance. In the first place, it was suggested that we use the central arbitration committee. That had certain advocates, but there were certain disadvantages. Then we came to the tailor-made committee 791 specially designed to have the skills and independence needed for the duties it would have under Clause 26 of the Bill. I do not accept all that has been said in support of lawyers. There are issues here which are not those that a lawyer can most easily decide upon. Many of these matters will be purely financial or industrial matters; the question of industrial organisations will come into them. Therefore, we came to this balanced committee in which we provided that the lawyer should be in the chair, with two other members of the committee with skills and experience on both sides of the industry. I would have thought that was a reasonable way of going about it.
The discretion of the Minister is limited, in that he shall not require disclosure in certain circumstances, but in our view it is right that the Minister should be the ultimate judge of whether these circumstances are met, just as he is the judge as to whether disclosure is warranted at all. I know that noble Lords are confronted with a situation which in some respects is novel. We are moving into a new phase of economic planning and have to feel our way carefully. But, if one looks back at the history of discussions on this matter, I hope it will be thought that the Government have leaned over backwards to listen to the advice given, and that the solution we have come up with is a balanced and responsible one which I hope the Committee will accept.

§ The Earl of ONSLOW
There is one point I should like to come back to yet again, which has been raised by the noble Lord, Lord Brown, and also by the noble Lord, Lord Beswick. It has been said that noble Lords on this side of the Committee are raising nightmares. It is surprising how frequently nightmares come true. We do not have to look back very far to see how people in certain parts of the country were prophesying large rates of inflation. Those inflationary rates have come true—yet at the time we were accused of crying, "Nightmare". That is my first point.
Secondly, does the noble Lord, Lord Beswick, have any examples already in existence of Orders in Council on the Negative Resolution procedure which can be made, but which neither House of Parliament can discuss the substance thereof? 792 —because if this is a totally novel procedure, it ought to be gone into with inordinate care. It is possible that if an Order in Council were laid at night someone could make bad slips of the tongue; we know what happens late at night in either House of Parliament, and in this there is no element of criticism; this is what happens at three o'clock in the morning. This is when Negative Orders tend to come up for debate. There would seem to be something very dangerous, in that confidences could come out then which should not. Alternatively, what precedents are there for discussing something in either House which neither House knows anything about?

§ Lord BESWICK
I cannot think of a precise precedent on the spur of the moment, but I can think of many examples where we have had regard to the principle involved without being quite certain about the details. As for the three o'clock business, if it was the fact that one was absolutely certain it was going to come up at three o'clock in the morning when everyone is asleep, it is conceivable that a Minister and his advisers might take risks. But it is not certain it will come up at 3 a.m. I do not believe any Minister lays an Order in the belief that it will come up at three o'clock in the morning and that, therefore, he will get away with it.

§ The Earl of ONSLOW
I did not say "in the belief that he would get away with it". What I am saying is that this is the kind of thing which happens. Verging on middle age, I am becoming a cynic. This kind of thing does happen and mistakes are made. From all sides of the Committee, this is what we are trying to avoid if humanly possible.

§ Lord BESWICK
I must emphasise again that we are here dealing with a minority, and I believe it will be a very small minority of cases. The more thought I give to this, the more reason I have for believing that such cases will not emerge, because they will have to be big, responsible companies, otherwise the Minister would not demand information in the first place. He would not go round asking small companies to give information. If there is a case where a company feel strongly that they should not give information, I am quite certain when the Order is laid, there will be 793 some noble Lords in this House—and one may well be the noble Earl, Lord Onslow—who will be acquainted with the issues involved and who will put up a very good Parliamentary performance against the Order. There are always ways to ensure that people are informed in either House.

§ Lord HARMAR-NICHOLLS
One has to accept the importance of the point made by the noble Earl, Lord Onslow, about the Minister who, at the end of the day, is responsible. Does he not recognise, in this instance, that consistency is as important as Ministerial responsibility? With regard to the point made by the noble Lord, Lord Wigoder, Ministers change, and it is clear that their reaction to what may be similar incidents may be very different. Does the noble Lord not recognise that there would be a problem with different Ministers coming to different views on what would be an almost identical problem?

§ Lord LEATHERLAND
That could well be so. I can imagine various Ministers taking differing views on the same set of circumstances, with the same advocacy having been laid before them. But I have found exactly the same thing in the judiciary. I find it among the highest judges in the land, where one of them, on exactly the same evidence, overturns the decision of another at a lower level, who has heard exactly the same evidence.

§ Lord HARMAR-NICHOLLS
They are impartial.

The Earl of BALFOUR
Having given this matter quite a lot of thought, and having listened to the evidence, I prefer Amendments Nos. 231 and 232 standing in the name of the noble Lord, Lord Wigoder, and his noble friends. This is an improvement to Clause 25, and an important one. Equally, very definitely there must be a proper tribunal set up. But I am not certain I agree with the noble Lord, Lord Campbell of Croy, that there should be lawyers on it, provided—I say, "provided" with emphasis—that, whoever is taking part in this tribunal, whatever information is disclosed is kept secret throughout their deliberations. They will be dealing with extremely sensitive matters, and this is something we really must ensure. Therefore, I feel that a great deal of thought should be given 794 to this. Many of these Amendments are both necessary and worth while.

§ 6.40 p.m.

Lord CAMPBELL of CROY
It is clear from the reply of the noble Lord, Lord Beswick, that the Government wish to leave this as a matter in which the Minister is the ultimate judge. What the Government have done is to make that subject to the Negative Resolution procedure in Parliament. That has leavened the original proposals, and I do not disagree with what the noble Lord said about the efficacy of that procedure, and indeed the Affirmative Resolution procedure, in keeping Ministers in check. What we say is that it is peculiarly inappropriate in this case. We should like to hear the noble Lord explain to us, if he can, how one can have a coherent and sensible debate, either in this Chamber or in another place, on the basis, for example, that the Minister has decided to disclose some information which the company, under subsection (4) at page 23, aver would cause injury to a number of employees of the undertaking. The information itself is still confidential and cannot be disclosed. The argument would be that the company apparently consider it so important as to insist that this would cause injury in that way.
No one in the debate can know what the information is, because the issue is whether it should be disclosed and made public. It would be very difficult for your Lordships, except for the Government Front Bench, who may not disclose the information, to follow what the debate is about. It would in the end presumably be governed by who were apparently powerfully supporting one case or another. One could only go by something like that, because nobody in your Lordships' House could in those circumstances know what is the information. So I am still most dissatisfied with that so-called safeguard, because although the system in general is a good one in this case, where no one knows what is the information that is being discussed and no one can be told, it seems quite inappropriate to add this to the procedure. Unless the noble Lord can add more to that, I must draw attention to that difficulty.
As regards the debate which we have had and the three courses which we have considered, personally I would think that 795 this gave us material for further thought and exchanges of views. I do not know whether the noble Lord, Lord Wigoder, will feel the same as regards his Amendment. We have now had a statement by the Government of their view. Unfortunately, they still insist that the Minister must take the final decision. The only qualification there concerns a debate, in either or both Houses of Parliament, which would be an extraordinary one and most inappropriate for a decision of this kind.

§ Lord SLATER
May I ask the noble Lord whether his Amendment is based on Scottish law as such or English law as such?

Lord CAMPBELL of CROY
I am glad to say that questions of law do not arise. If the noble Lord is looking at Amendment No. 294, which is a Schedule which would set up the proposed independent tribunal, he will see, as I explained, that it is based on one that exists already and has not produced any difficulties.

§ Lord WIGODER
There appear to be two quite separate issues upon which your Lordships have been expressing views in the course of this debate. The first is that if it is right that the Minister should be allowed to exercise his discretion on the issue as to compulsory disclosure, then the Bill should provide that on specific grounds that discretion can be challenged, but that the Minister's decision on the challenge to his discretion should then be final. There are very many of your Lordships who feel that it is entirely proper to give the Minister abundant discretion in the first place, but that if we are to set out specific grounds on which it can be challenged that should be referred for decision to an independent body.
The second division is clearly among those of us who believe that there should be an independent body but are not agreed among ourselves as to its nature, whether it should be an all legal body or a body of the type, as I would accept, set out by the Government in its existing Schedule 5. I would agree with the noble Lord, Lord Campbell of Croy, that there is clearly scope for further discussion between those of us who would wish to see an appeal body set up, with a view to establishing the type of body 796 which meets with general approval, and particularly, if I may echo the words of Lord Brown, which might command the support of the Government on reconsideration of this matter. Clearly the matter will have to be reconsidered at a later stage, and in those circumstances the best course at this stage would be to ask leave to withdraw this Amendment.

§ Amendment, by leave, withdrawn.

§ The DEPUTY CHAIRMAN of COMMITTEES (Baroness Wootton of Abinger)
I have to call the attention of the Committee to the fact that if Amendment No. 215A is agreed to I will not be able to call Amendments Nos. 216 to 221 inclusive.

§ 6.47 p.m.

§ Lord DRUMALBYN moved Amendment No. 215A:

§ Page 24, line 1, leave out paragraph (b).

§ The noble Lord said: I shall be very brief because we have already discussed the substance of this matter. The point here entirely is whether a representative of the trade unions should have the right of reference to whatever body we are going to set up. It seems to me that as the Bill is drafted the onus of convincing the Minister that trade union representatives should not get information lies with the company throughout. I have no doubt the company will ask the Minister not to require disclosure when it originally furnishes the information to the Minister. The Minister will then consider this, and before he delivers a further notice as to disclosure I understand that he is obliged to give an opportunity to the company to make representations and that also applies, as the Bill is now drafted, to the trade union representatives. I have suggested that is unnecessary, but that is another point to be dealt with at Report stage. Then if the Minister decides nevertheless to issue a notice under Clause 24, the company will have a right to require a reference to whatever body Parliament decides to set up.

§ What I am saying is that I find great difficulty in seeing why the representatives of trade unions should have the same right as the company, because the onus is on the company throughout. They are the people who know what the information is: they know how sensitive it is and so on. The Minister is in a position 797 to judge this up to the point of the reference, and then it goes outside. What would remain then would be this: if the company made a reference against disclosure where it was required to disclose by the notice, then the trade union representative would have the right to be heard at that stage. This seems to me to be sense. It cuts a great many corners. If you do it the other way round, the trade unionists will feel honour bound in most cases—I do not say all; the noble Lord, Lord Davies of Leek, indicated a case where they might not be inclined to do so—to require a reference to the advisory body or appeal body or whatever it is.

§ I know that the Government have been at the greatest pains to achieve a balance here, but balances are not always necessarily fair. There is something different here. I think they have been worrying too much about the verbal balance without a real balance in this matter. As I say, the Bill clearly intends that the information should be disclosed unless the Minister is satisfied that disclosure is not desirable, either in the national interest or for special reasons. On these special reasons, I do not myself see why the trade union representatives should have a right to appeal where they do not know anything more than the broadest outline of the nature of the matter, and know nothing about the detail of it at all, which is the essence of it. You cannot argue with that. I think this would be a sensible Amendment, even though at first sight it may appear not to be fair because both sides are not getting the same treatment; but then both sides are not getting the same treatment throughout, as I have already explained.

§ Lord LEATHERLAND
Do we understand, in view of the discussion on the last Amendment, that the ultimate power is to be taken out of the hands of the Minister and placed in the hands of a legal court, and that in that legal court the trade unions shall not have the right to appear as a plaintiff, whereas the employers shall have the right to appear as a plaintiff?

§ Lord DRUMALBYN
I have explained the reason for this. It is so easy to present this as a balance in this case, but there is not a balance. The 798 situation is quite different. All along it is the companies that have had to prove that there should not be disclosure.

§ Lord PANNELL
In about 50 years in the trade union movement, I have always heard the argument that somehow it has nothing to do with the employees, even though it might affect every part of their lives, and may involve considerations on which the trade union representative, because of a national connection would have a better view. I heard the previous argument, particularly from the noble Lord, Lord Harmar-Nicholls, as if there was some infallibility about lawyers. My experience of lawyers is that they always think that words have some significance beyond their meaning, and when you see the product of it at the end you wonder what this ugly duckling is; it has no practical application at all. These things are not of great moment; they would happen under the day-to-day application of the Bill where an employer is not satisfied, and it is quite reasonable then that the responsible trade union should be in with equal rights from the beginning. We have been fighting this for 50 years. It is only in the House of Lords that we would hear that argument put up again.

§ Lord HARMAR-NICHOLLS
I do not think that the noble Lord understood what my noble friend made perfectly clear; that is, that since it would only be the employers in this case who would know that there ought to be an appeal, they should be the ones who ought to take the active steps to set it on the move, and the tribunal, or whatever body we eventually agree, would be looking after the interests of the trade unions in this sense. It is rather sad that even inadvertently the noble Lord should bring about the one side as against the other for apparently ulterior motives based on 50 years of history which in this instance have no relevance whatsoever.
It is exactly the same as comparing the tribunal with the Lords of Appeal disagreeing with a lower court. The difference in what I was arguing then, and the point made by the noble Lord, is that both are known to be impartial and objective. They have no axe to grind. Therefore, you would accept a different view from somebody who is equally impartial. I am quite certain that if the 799 noble Lord will read what my noble friend has said he will see that in what he is suggesting the trade unions are amply and properly looked after, as they should be.

§ Lord MELCHETT
The provisions relating to references to the advisory committee must be fair to both sides concerned, and that is what in our view, and, I am glad to say, in the view of my noble friends who have opposed this Amendment, paragraph (b) provides for. The committee is there to advise just as much on what information can be disclosed without causing substantial injury as to what cannot, and the right to demand that Minister's decisions should be referred to it should, in the interests of fair play, extend to both the company concerned and to the trade union representatives. It is very important that the powers should be seen to be used openly and fairly if they are to succeed.
If the Amendment were accepted, a patently unfair situation would arise which would hardly be conducive to good industrial relations. The impression would be created that the advisory committee was there simply to serve the interests of employers, and as a check on the Secretary of State—or, equally damagingly, that the decisions about the disclosure of information were settled privately between the company concerned, the Minister, and the advisory committee, since trade unions were denied access to the machinery which helped settle disputes about the information to be disclosed. A climate of suspicion and distrust on the part of the trade unions would tend to grow up around the use of the information powers if this paragraph were deleted. The noble Lord, Lord Drumalbyn, said that balance was not necessarily fair, but the most important thing in our view is that the balance should be seen and thought to be fair by all the parties involved, and that includes the trade unions.

§ Lord DRUMALBYN
I appreciate the force of what the noble Lord has said. The whole tenor of this part of the Bill is to secure that the trade unions will get information wherever it can possibly be obtained without damage to the undertakings themselves and the workers themselves. The question is how best to 800 arrive at that: whether we have the cosmetic business of being fair to both sides and putting in the same provision on each side. Whether or not that is really going to convince the workers that this is right, I do not know.
The noble Lord argues, in effect, that if it is to be accepted by the trade unions, it is necessary that they must have equal rights throughout, although the whole tenor of this part of the Bill is that the unions should have the information unless the company makes a good case against it. There is some muddled thinking on the part of the Government on this, and in what the noble Lord has expressed. I hope they will look at it again. It will cause a great deal of needless waste of time. In almost every case the trade union would be likely to make an appeal if the appeal is there, and this would be nonsense. I do not intend to pursue the matter now. I beg leave to withdraw the Amendment.

§ Amendment, by leave, withdrawn.

§ Lord MELCHETT
I beg to move Amendments Nos. 218A and 218B en bloc. I spoke to both of these with Amendment No. 163A.

§ Amendments moved—

§ Page 24, line 1, after ("the") insert ("authorised")

§ Page 24, line 3, after second ("to") insert ("authorised").—(Lord Melchett.)

§ 6.58 p.m.

§ Lord CAMPBELL of CROY moved Amendment No. 219:

§ Page 24, line 3, leave out from second ("to") to ("for") in line 4 and insert ("all employees and shareholders").

§ The noble Lord said: When we discussed earlier in our proceedings Amendments in the name of my noble friend Lord Aberdare and myself involving "all employees" and "representatives of all employees", I said that when we came to this Amendment we ought to have a separate debate because we have brought in "shareholders". The Amendments which go with this one and would be discussed at the same time are Amendments Nos. 223, 236, 247, 252, 255, 259 and 260. They will all be dealt with when we have had this debate.

§ The noble Lord, Lord Terrington, and my noble friend Lord Cullen have already 801 raised the position of shareholders in earlier debates, and have pointed out the requirements that they be given information in certain circumstances. These are existing requirements of Stock Exchange rules and laws. In this Amendment I have used the word "shareholders" because everyone can recognise clearly what is meant by that, but the Amendment by the noble Lord, Lord Terrington, used the term, "members of companies". That may well be correct in the drafting of the Bill, and I recognise that that might have to be used in any Amendment which is finally drafted.

§ I want now to draw attention to a problem, and there is a problem; companies on the Stock Exchange enter into a listing agreement which places obligations on directors not to divulge price-sensitive information to a restricted group of persons. Under the Bill as drafted, information under this compulsory system would go to certain trade union representatives, and they may or may not pass it on, so that it is in a semi-public state. Under the voluntary system which already exists, companies have to decide whether certain information is price-sensitive, and they can then decide whether to make it public or not to disclose it at all. The information which we are now discussing is additional to that covered by the rules for annual reports and accounts, raising additional capital and intended acquisitions.

§ As drafted, the Bill places a special new burden on the directors of companies to decide whether certain information is price-sensitive. Although it has been cleared as regards confidentiality through the advisory committee, taking into account special reasons under Clause 24, it could still be price-sensitive in the view of the directors. The representatives of trade unions could, if the information were disclosed, be placed unwittingly in a potential insider trading position and, technically, it would then be necessary for prohibition against dealing in the company's securities in the way that has been prescribed in other situations of the same kind.

§ I must, therefore, ask the Government whether they are relying on the listing agreement and are leaving it to the boards of companies to have to decide what to 802 do in individual cases. Rather than that the information should become semi-public, we believe that the Bill should make it clear that when the information has emerged from the advisory committee procedure and what follows it, it should be available to all employees and also to shareholders. The Government have agreed in earlier debates that the information at that stage, when it has been cleared and screened, should no longer be regarded as confidential. On Friday, when this question of shareholders was raised, the noble Lord. Lord Beswick, suggested that this should be included in some future Companies Act, coming forward in a Companies Bill; but I believe that the Stock Exchange consider that this should not be postponed until then, because this Bill will come into force a great deal sooner than that could happen. I do not know whether the noble Lord. Lord Beswick, wishes to say more today, but I certainly think that this matter needs to be dealt with, perhaps on Report. I do not intend to press this Amendment now, as the noble Lord and the Committee know, but this is a serious problem which will need thought at some stage before the Bill is completed.

§ Lord BESWICK
I understand why the noble Lord, Lord Campbell of Croy, has raised this matter although I thought we had settled this, for the time being at any rate, when we discussed the issue on an Amendment moved by the noble Lord, Lord Terrington. The answer I gave to that noble Lord was that while I was in favour of giving the maximum amount of information to the shareholder, this was not the Bill in which the shareholder's rights should be dealt with. That should be dealt with in separate legislation and I instanced, as the noble Lord, Lord Campbell, said, the possibility of a new Companies Bill. But I gather from what has been said that there persist doubts with the authorities of the Stock Exchange, and certainly if those doubts could be expressed again I should be happy to ensure that they are considered.
The noble Lord asked about the Listing Agreement and I emphasise that this Bill in no way infringes the duties placed on a quoted company by a Listing Agreement. The information passed to trade union representatives may be price-sensitive and if the information was so 803 sensitive that disclosure would not only create problems in the City but damage the interests of the country, it would be covered by the earlier clause, where a company would say that it would cause injury, and then the information would not be given either to the trade unions or, by extension, to the shareholders. But, where there was no question of any injury being done to anybody, if information even of a price-sensitive kind were given to the trade unions, then that information can freely be published to all others, including the shareholders, so there is no question of any restricted insider groups. I should have thought that the situation would be welcomed, but if there are reasons for any other special concern I shall be happy to see that they are considered.

Lord CAMPBELL of CROY
I am grateful to the noble Lord, Lord Beswick, for that further statement today. I should make it clear that this is not so much a question of the rights of shareholders as a new problem and, as I said, added burden for the boards of companies having to deal with certain information in a different category and status from that which they have been dealing with under the voluntary system. It seems that the noble Lord is relying at the moment on the Listing Agreement. He says there is nothing in the Bill which stops its effect. That is not so much the point as the fact that the boards of directors will have still to be guided by that Listing Agreement. Of course, the case I was considering was where injury to the company had not been proved but, nevertheless, price-sensitive information might be emanating as a result of the information becoming semi-public or public. We shall probably have to revert to this at later stages of the Bill and, in the meantime, I beg leave to withdraw the Amendment.

§ Amendment, by leave, withdrawn.

§ The DEPUTY CHAIRMAN of COMMITTEES (Baroness Wootton of Abinger)
In calling Amendment No. 222A I have to inform the Committee that if this Amendment is agreed to I shall not be able to call Amendment No. 223.

804

§ 7.8 p.m.

§ Lord MELCHETT
I beg to move Amendment No. 222A. This was discussed with Amendment No. 163A.

§ Amendment moved—

§ Page 24, line 7, after ("to") insert ("authorised").—(Lord Melchett.)

§ Lord MELCHETT
I beg to move Amendment No. 229A, which was spoken to with Amendment No. 163A.

§ Amendment moved—

§ Page 24, line 11, after ("union's") insert ("authorised")—(Lord Melchett)

The DEPUTY CHAIRMAN of COMMITTEES
The next Amendment I have to call is No. 230.

Lord CAMPBELL of CROY
My Lords—

§ Lord BESWICK
If, as I gather he does, the noble Lord, Lord Campbell of Croy, proposes to speak to Amendment No. 230, I suggest that this might be a convenient moment for the Committee to adjourn. I therefore beg to move that the Committee do adjourn until 8 p.m. and that the House do now resume.

§ House resumed.