Companies Bill [H.L.] (Hansard, 7 November 1989)

§ The Minister of State, Department of Trade and Industry (Lord Trefgarne)
My Lords, I beg to move that the Commons amendments be now considered.

§ Lord Williams of Elvel
My Lords, in considering the Motion we must take into account that the Bill left this House containing 240 pages and that we have received 531 amendments from the Commons. In those amendments there are 23 mistakes.
I am glad to see many noble Lords opposite whose faces, I am ashamed to say, I do not recognise. I hope that they will stay after Amendments Nos. 1 and 1A so that we can become involved in the technicalities of accountancy.
The Commons amendments consist of 180 pages of printed text. In addition, there is a great deal of new material in all sections of the Bill. Many government amendments were not discussed in another place because the Report stage was guillotined. As I said on Second Reading, we could have handled a Bill containing Parts I and II which were fulfilling our obligations under the Community directive; but an omnibus Bill of this type, more or less made up as we go along, is not one that this House as a revising Chamber can easily handle. We on these Benches are tired of this House being used as a sort of legislative sausage machine and I hope that I speak for the whole House when I lodge the strongest objection.

§ The Lord Privy Seal (Lord Belstead)
My Lords, as this is really a business management matter perhaps I may say a few words in answer to the noble Lord, Lord Williams. I would not deny for one second to your Lordships that this Bill has been very greatly amended in another place. However, I briefly say to the House that it deals with very complex matters. These matters, as the noble Lord, being an expert, knows very well, reflect swift developments in company legislation. Therefore, I do not believe, as 549 the noble Lord implied, that it is so much a matter of the Government getting matters wrong as Parliament doing its job.
The reason I have risen to my feet is to add that through the usual channels we took the unprecedented step of setting aside three days for the consideration of Commons amendments which on this side of the House will be dealt with by my noble friend Lord Trefgarne. We also took steps to ensure that a clear week elapsed between the completion of the House of Commons amendments and their consideration today. Therefore, while as always—and I make no secret of this—I do not wish to see undue burdens fall on your Lordships' House, I think that in the case of this particular Bill, Parliament is giving full consideration to very complex legislation, as I believe is appropriate.

§ Lord Lloyd of Kilgerran
My Lords, the noble Lord the Leader of the House rose to his feet rather more speedily than I had anticipated. I wanted to support most strongly what the noble Lord, Lord Williams, said. I hope that it will not be considered presumptuous if I speak briefly but sincerely and positively on behalf of the multitude of men and women outside this House—those in the professions, academics and employees of small and medium sized companies—who, for the benefit of UK industry, have to do their best to understand company law as it is eventually passed by this House. They have to interpret what your Lordships, as a revising Chamber, determine will be company law.
The Government seem to me to be unmindful of the practical realities associated with company law. We were all becoming familiar with the four centimetre depth of the Companies Act 1985. However, government amendments now delete 42 clauses and seven schedules of this Bill. Over 200 pages have been deleted at the last minute in one fell swoop and replaced by pages and pages of new clauses.
Not satisfied with that savage attack on the Bill, the Government guillotined many amendments before the other place. Your Lordships are therefore presented with 531 new amendments, many of which have not been considered in the other place. Some of the amendments are of extraordinary length. Amendment No. 129 extends to just under 16 pages, Amendment No. 155 has 13 pages and Amendment No. 494 covers 24 pages. Sometimes I feel that one is always hitting one's head against the inevitable brick wall when trying to put forward frankly and sincerely the difficulties encountered by men and women working for the benefit of industry when so little time is given for the study of this mass of new material.
To use a well known word or phrase, in spite of what the Leader of the House has said, I believe that my complaints are unassailable. To put in all these amendments so hurriedly without adequate notice rather blows the cover off the Government's assertions that their aim is to help, in particular, small and medium sized businesses.

§ Lord Belstead
My Lords, I meant to show no discourtesy to the noble Lord, Lord Lloyd of 550 Kilgerran. I apologise for rising to my feet before he did. With respect, whereas I think that the noble Lord has a good point in wanting to protect the rights and privileges of your Lordships' House, I believe that he neglected the fact that we are dealing with highly complex legislation. I think it would be a brave man, even in your Lordships' House, who suggested that another place did not have the right to amend—and amend quite extensively—a Bill of this nature. That is what has happened and the business managers in this House have tried to protect its rights and privileges by doing the one thing open to us; namely, we have allowed plenty of time to look at the myriad of amendments—and the noble Lord is quite right in that—by setting aside an unprecedented number of days so that we can have proper debate.

§ Lord Cledwyn of Penrhos
My Lords, in supporting my noble friend Lord Williams of Elvel and the noble Lord, Lord Lloyd of Kilgerran, I must say to the noble Lord the Leader of the House that he has not really met the points that have been made. The two noble Lords have registered a protest. It is a protest made continually against this Government over the past few years; namely, that Bills have been presented to Parliament which have not been properly drafted or thought through by Ministers and their advisers.
The noble Lord the Leader of the House says that the other place has a perfect right and indeed a duty to amend legislation as it sees fit. Of course, we accept that: it has always been the case. However, in the history of this Government it is happening time and time again. Shoals of amendments are being heaped on to Bills creating a most difficult position for this House and for noble Lords on all sides.
We accept immediately what the noble Lord said about the complexity of this legislation. I am personally grateful to my noble friend Lord Williams, the noble Lord, Lord Lloyd, and others who have taken part in the debates and who have sought to cast light upon what is a very difficult piece of legislation. That does not do away with the central point made by my noble friend; namely, that this Government stand charged with bringing forward legislation which they have not properly thought out.
That is a matter which is being criticised not only by noble Lords in this House and honourable Members on all sides in the other place but by interested parties outside this House in the fields of industry and accountancy. I hope that the noble Lord will accept that point and convey it to his right honourable friends in the Cabinet, especially the Prime Minister.

§ Lord Harmar-Nicholls
My Lords, there is one point which I believe should be kept in mind. Noble Lords, in their strictures, talk about the Government having done this and having done that. These alterations are the result of what Parliament—the other place—thinks about it. On a question such as this, the House of Commons has a greater authority, or should have, for putting its point of view as to 551 what will eventually be the legislation. I do not believe that we should reach the position where noble Lords in this House, which is a very important part of Parliament, should pit their own authority against that of the House of Commons whose Members are elected and who have to answer to the people affected at the ballot box every four to five years.

§ Lord Belstead
My Lords, perhaps I may say a few final words from this side of the House in answer to the noble Lord the Leader of the Opposition, and I am grateful to my noble friend Lord Harmar-Nicholls for his intervention. The noble Lord the Leader of the Opposition has a perfectly fair point and I shall indeed ensure that my Cabinet colleagues are aware of what the noble Lord said. However, I think that enough is enough and that we have a task ahead of us on which we should now embark.