LORDS AMENDMENT TO COMMONS AMENDMENT No. 231 (Hansard, 27 March 1980)

§ Lord LLOYD of KILGERRAN
My Lords, I beg to move, as an amendment to the Commons amendment, Amendment No. 231B. My attack on this clause is far more serious than that of Lord Mishcon. He explained how Amendment No. 231 imposes duties 1162 upon directors of a public company to take reasonable steps to secure that the secretary shall be qualified and, as he has pointed out, there are certain subsections indicating the type of person who would be suitable as a secretary. What the noble Lord did not do was to read out subsection (1)(c) which says that in order to qualify as the secretary of a public company the secretary shall be a member of any of the bodies specified. In subsection (2) there are set out seven institutes or associations of which this gentleman or lady should be a member before he or she becomes a secretary of a company.

I ask rhetorically
Why is it the duty of the Government to select certain professional bodies for notice at the expense of other equally reputable societies? From the correspondence I have had—no doubt other noble Lords have had a lot of correspondence—many reputable associations not listed in this clause have protested. I will read the words from one which has written to me: It is most invidious for such names to be included, and it is not the duty of Government to select certain professional bodies for notice at the expense of other equally reputable societies". Therefore, my amendment is to leave out subsection (2) and the consequential amendment is to leave out subsection (1)(c) where it refers to subsection (2).
May I also speak to my Amendment No. 231C? If the Government refuse to accept Amendment No. 231B, the second amendment is that there should be added at least three other societies, institutes or associations to the list which has been set out in subsection (2). I am told that foreign firms would come to the conclusion, reading this clause, that it is only these seven institutes or associations that are named that are proper to have men or women as their members suitable to become secretaries.
In my amendment I add three others. In this connection, so far as paragraph (i) in Amendment 231C is concerned, I must declare an interest. i have suggested that there should be included there the Institute of Management Services. I am an honorary fellow of that institute. It has over 26,000 members and is an institute of the highest respectability. The honorary president is Sir Monty Finniston, and 1163 there are a number of very distinguished vice-presidents and other honorary fellows.
I am fully aware that that institute arranges courses for members of the highest order, in order to get qualifications as suitable, so I am told, as some of the qualifications that can be given by the other listed institutes and associations. I must repeat that it is most invidious for a Government department—does the noble Lord, Lord Lyell, want to speak?

§ Lord LYELL
No, my Lords.

§ Lord LLOYD of KILGERRAN
I thought he wanted to say something from a sedentary position. This is a serious matter, if I may say so, although the noble Lord, Lord Lyell, appears to consider it amusing. When the Government decide to pick out about seven institutes and associations, one immediately inquires: Why should they do that, leaving out other reputable institutions that could give qualifications just as suitable as some of those specified? I beg to move.

§ Lord MACKAY of CLASHFERN
My Lords, I appreciate the noble Lord's feelings in this matter. I have no doubt that the association of which he has spoken is well qualified to be included in the list. On the other hand, the clause is designed to give guidance to company directors on the obligations that they have to select a suitable person or persons to be the secretary or secretaries of the company. The purpose of the list is simply to give an indication of the nature of the bodies that might be regarded as suitable. These indications are, I agree, not by any means exhaustive, and the subsection to which the noble Lord, Lord Mishcon, particularly referred —(1) (e)—makes that perfectly plain, because it talks about the person being a member of"any other body". The various bodies to which the amendment of the noble Lord, Lord Lloyd, referred would obviously come into that category as being "just and generous" as the bodies mentioned in Clause 2.
The situation is that guidance is being given here. It would be very difficult without undue length to mention every possible body whose qualifications are 1164 suitable, and the line has been drawn at the bodies from which a very substantial proportion, at least, of company secretaries are drawn. I appreciate what the noble Lord has said, but I hope that in the light of that explanation he will feel able to withdraw his amendment.

§ Lord LLOYD of KILGERRAN
My Lords, as always, the noble and learned Lord is very persuasive and very courteous; but to say that the introduction of subsection (2) with its references to seven institutes is a matter of guidance is not to appreciate the attitude which, as I have indicated, people abroad will adopt on reading this section. They will at once say that the Government in this Bill have stated quite categorically that the bodies referred to are those which will give suitable qualifications for people who wish to become secretaries. And that is totally untrue. In my Amendment No. 231C, I have given the names of three other reputable bodies which ought to be added to that list.