§ (1) A company is not prohibited by section 330 from doing anything to provide a director with funds to meet expenditure incurred or to be incurred by him—
- (a) in defending any criminal or civil proceedings, or
- (b) in connection with any application under any of the provisions mentioned in subsection (2).
(2) The provisions are—
section 144(3) and (4) (acquisition of shares by innocent nominee), and
section 727 (general power to grant relief in case of honest and reasonable conduct).
§ (3) Nor does section 330 prohibit a company from doing anything to enable a director to avoid incurring such expenditure.
§ (4) Subsections (1) and (3) only apply to a loan or other thing done as mentioned in those subsections if the terms on which it is made or done will result in the loan falling to be repaid, or any liability of the company under any transaction connected with the thing in question falling to be discharged, not later than—
- (a) in the event of the director being convicted in the proceedings, the date when the conviction becomes final,
- (b) in the event of judgment being given against him in the proceedings, the date when the judgment becomes final, or
- (c) in the event of the court refusing to grant him relief on the application, the date when the refusal of relief becomes final.
§ (5) For the purposes of subsection (4) a conviction, judgment or refusal of relief becomes final—
- (a) if not appealed against, at the end of the period for bringing an appeal, or
- (b) if appealed against, at the time when the appeal (or any further appeal) is disposed of.
§ (6) An appeal is disposed of—
- (a) if it is determined and the period for bringing any further appeal has ended, or
- (b) if it is abandoned or otherwise ceases to have effect.""
§ Lord Sainsbury of Turville
My Lords, I beg to move that the House do agree with the Commons in their Amendments Nos. 1 and 2. I shall also refer to Amendment No. 6, which is grouped with them.
The two new clauses proposed in Amendments Nos. 1 and 2 address the important issue of directors' liability. The Government consulted in December last year on a range of options for the reform of the law in this area, and the Secretary of State for Trade and Industry made a Written Statement on 7 September setting out the Government's response. I know that a 963 number of noble Lords have a keen interest in the Government's proposals in this area. Perhaps I may, first, by way of introduction, set out the two main conclusions from the consultation.
Respondents were clear that reform to the law on directors' liability needs to strike a careful balance: on the one hand, we need a diverse pool of high-quality individuals willing to assume the role of company director and a willingness by directors to take informed and rational risks; on the other, the law must be firm and robust in order to deal fairly with cases where something has gone wrong as a result of either negligence or dishonesty. The Government very much agree.
Secondly, the consultation provided strong anecdotal evidence that concerns about liability are affecting the recruitment and behaviour of directors, particularly in struggling companies and in sectors such as financial services. There appear to be two main concerns: exposure to third party liabilities, particularly in the US; and the cost of lengthy court proceedings. The two new clauses address those concerns as part of a balanced and carefully targeted package of reforms which also clarifies a technically difficult area of law. I shall look briefly at each in turn.
The first new clause amends the existing provisions in the Companies Act 1985 relating to directors' liability. It does two things. First, it inserts into the Companies Act 1985 three new sections—309A, 309B and 309C—which replace the existing provisions on directors' liability, but not auditors' liability, in Section 310 of that Act. Secondly, it disapplies existing Section 310 from directors and other officers.
New Section 309A begins by restating the core prohibition on companies exempting directors from, or indemnifying them against, liability. Many of the key elements are retained from Section 310 of the 1985 Act. In particular, a company is prohibited from exempting a director from, or indemnifying him against, a liability to the company, and a company is also permitted to purchase and maintain insurance against any such liability.
There are, however, three important changes from the existing Section 310 of the Companies Act 1985. First, in line with the recommendation of the Company Law Review, the new section does not extend to liabilities of officers other than directors.
Secondly, new Section 309A clarifies the law relating to indemnification by a third party and, in so doing, closes an important loophole. In some groups of companies, it is current practice for one group company to indemnify a director of another company in the same group. We do not believe that that should be permitted. If the company itself is not permitted to provide indemnification, it cannot be right for another group company to circumvent the prohibition by doing so.
Thirdly, the new section addresses directors' concerns about their exposure to third party liabilities by clarifying the law in respect of the ability of companies to indemnify directors against liabilities to third parties. There is no reason why companies 964 should not be permitted to indemnify directors in respect of third party claims in most circumstances. After all, such claims could—and, many would argue, should—be brought against the company. Moreover, this is a major area of concern, particularly in the case of companies with an overseas listing.
Permitting indemnification by the company would be of particular benefit to companies with a US exposure as it would enable them to indemnify directors against liabilities arising from class actions by groups of shareholders. New Section 309A(4) therefore states that the prohibition against indemnification by a director's company or "associated company" does not apply to a,
qualifying third party indemnity provision".The meaning of a "qualifying third party indemnity provision" is explained in new Section 309B, which sets out three conditions which must be satisfied for an indemnity to qualify. Condition A is that a qualifying provision may not provide any indemnity against any liability incurred by the director to the company itself or to an associated company.
Condition B is that a qualifying provision may not provide any indemnity against any liability incurred by the director to pay a civil penalty to a regulatory body, such as the Financial Services Authority, or a fine in a criminal case.
Condition C is that a qualifying provision may not provide an indemnity against any liability incurred by the director in defending civil or criminal proceedings in which he is convicted or judgment is given against him—in other words, the costs of an unsuccessful defence—except for civil proceedings brought by third parties.
That condition is largely the mirror image of the current Section 310(3), under which a company is permitted to indemnify a director against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted.
Subject to these conditions, companies will be permitted to indemnify directors in respect of proceedings brought by third parties. Indemnification in such cases could cover both legal costs and the financial cost of adverse judgment, except criminal penalties, penalties imposed by regulatory bodies and the legal costs of unsuccessful criminal defences or applications for relief.
New Section 309C concerns disclosure. It is clearly important that companies and directors act openly and transparently. We therefore intend to require a statement in the directors' report that a director has been indemnified by the company or by an associated company. Shareholders will also have the right to inspect qualifying third party indemnity provisions made by the company or associated company. That is achieved by applying Section 318 of the Companies Act 1985, under which directors' service contracts must be open to inspection by shareholders. Companies which choose not to indemnify directors will not have to make any disclosure.
965 The current Section 310 covers both director and auditor liability. Although the issues are clearly linked, it is not inevitable that this should be so. Indeed, the Companies Act 1928, which first introduced the statutory prohibition, had separate sections relating to director and auditor liability. Under the Government's proposals, the current section would be amended by subsection (2) of the first new clause so that it deals only with auditors' liability, with new Sections 309A, 309B and 309C addressing directors' liability.
I come now to the second new clause. As I have said, many respondents to the consultation were particularly concerned at the cost of legal proceedings. That is understandable, as at the moment a director may have to fund his own defence, even if the action is malicious or unlikely to succeed. The company can indemnify a director against his legal costs, but only if he is successful in the proceedings. In the mean time, the director may face years of financial hardship, or even financial ruin. The Government therefore intend to allow, but not require, companies to pay directors' defence costs as they are incurred, even if the action is brought by the company itself or is a derivative action.
Section 330 of the Companies Act 1985 currently restricts a company's power to make loans or quasi-loans to directors, or to enter into certain types of credit transactions with directors. The second new clause therefore inserts a new section—Section 337A—into the Companies Act 1985 which would permit companies to pay directors' defence costs, either in civil or criminal cases, as they are incurred. The director would, however, be required to repay the loan if he were convicted in criminal proceedings or judgment was given against him, except where, by means of a qualifying third party indemnity provision under new Sections 309A and 309B, the company chooses to forgive the loan in the case of civil proceedings brought by a third party. We accept that in some cases the director might be unable to repay the amount of the loan in full, but we share the view of most respondents to our consultation that this possibility will not in practice affect directors' behaviour, not least because of the reputational damage which the director will suffer.
Amendment No. 6, which amends Schedule 8 which lists repeals and revocations, is consequential upon the new clauses.
The Government's reforms address the two issues—exposure to third party liabilities and the cost of lengthy court proceedings—which appear at the moment to cause directors most concern. I think the reforms have been generally welcomed, but we are aware that some would like to go further by permitting a company to limit a directors' liability to the company itself. We understand the force of the arguments for such change, particularly in relation to the need to widen the pool of non-executives and to encourage directors to take informed and rational risks, but such a step would need to be considered very carefully.
It would in the first place raise difficult issues of principle. Directors' general duties are owed to the company. It is therefore important that companies can 966 hold directors to account if they act in breach of these duties. If they cannot, shareholders will suffer and the general duties of directors will be diminished. It is therefore necessary to proceed cautiously.
Secondly, there are difficult practical issues which need to be properly addressed. The Companies Act could, for example, be amended so that companies could exempt directors from liability with prior shareholder consent. But we would need to reflect carefully about whether that would provide sufficient protection for minority shareholders. Alternatively, the Act could impose a statutory threshold, but it would in practice be very difficult to agree a threshold which both satisfactorily addressed the concerns of many first-time non-executive directors and retained the moral hazard for the very wealthiest executive directors.
§ 1.45 p.m.
§ We also need to act very carefully so that we do not inadvertently permit companies to exempt directors from liability in cases of deliberate wrongdoing. As noble Lords will be aware, the Government are committed to implementation of the recommendations of the Company Law Review, including the key recommendation proposals that there should be a statutory statement of directors' general duties to the company. This important reform will enable us to adopt a more targeted approach in future reform of the law on directors' liability. We would, for example, be able to permit companies to cap directors' liability for negligence without permitting them to cap liability where directors put their personal interests before their duty to the company.
§ In view of these factors, we do not intend to take precipitate action by legislating to permit a company to limit a director's liability to the company in this Bill. We will, however, continue to monitor the impact that the current prohibition is having on director recruitment and behaviour, and reflect on this further in the context of our major reform of company law.
§ Moved, That the House do agree with the Commons in their Amendments Nos. 1 and 2.—(Lord Sainsbury of Turville).
§ Lord Hodgson of Astley Abbotts
My Lords, nine months have passed since the Bill's Second Reading on 8 January 2004, and I begin as I began then. Company law as a whole urgently needs an overhaul, as the Minister has been telling us, and the remit of this Bill is insufficient to achieve that. In these nine months the Bill has been subject to scrutiny in both Houses, as a result of which it has been polished and refined. I pay tribute to my colleague in the other place, Andrew Mitchell, for his efforts in this regard.
However, this Bill still deals only with a series of narrow issues that would surely have been better discussed as part of the full reform of both company law and, indeed, charity law. Despite constant consultation between the DTI and the Treasury, this promised major reform has yet to emerge. Therefore, this much awaited "major company law reform", which the Minister anticipated in his remarks, still throws a long shadow over this pretty slim Bill.
967 The preface to the paper Modernising Company Law perhaps best sums up the urgent need for reform. It states that company law has,failed to adapt to meet the changing role of small enterprises, IT and international markets.So the law needs to change. It needs to modernise and reform. It needs to be fit for the twenty-first century and beyond".As we have remarked before, these words were written by Patricia Hewitt in July 2002 and, despite, as we see it, the now inadequately entitled Companies (Audit, Investigations and Community Enterprise) Bill we are still waiting for company law to be fully modernised.
Instead of beginning a comprehensive overhaul of company law the Bill is being used by the Government as a Christmas tree upon which they can hang bits and pieces of reform—a bauble here and a bit of tinsel there; whatever catches the Government's eye and might provide a good headline or sound bite. The reality is that company law reform is about not headlines or sound bites but hard graft—potentially with a lot of criticism and not much thanks. But it needs to be done and if the Government really understood the needs of business and commerce they would get on with it.
The addition of the Government's two new clauses in the other place further confirms this Christmas-tree approach to company law reform. I have previously mentioned that this Bill represents a clear case of carts before horses; this is another cart before the horse.
The cumbersome manner in which company law is being reformed is already contributing to delays and dissatisfaction. The introduction of the operating and financial review, which we discussed at length in Committee, was expected on 1 January 2005 but as a result of pressure is now to be introduced later in the year.
New subsection (4A) of Clause 13, entitled "Power to specify bodies who may issue reporting standards", was intended as a paving device. However, the implementation of this new review has been delayed. I suppose that there must be more pressing matters at hand. The Minister may have read the letter in the Financial Times of Friday 15 October entitled,A better way to reform company law".The letter is signed by Mr Eric Anstee, chief executive of the Institute of Chartered Accountants in England and Wales, Mr Alan Blewitt, chief executive of the Association of Chartered Certified Accountants, Mr Pat Costello, chief executive of the Institute of Chartered Accountants in Ireland, Mr Steve Freer, chief executive of the Chartered Institute of Public Finance and Accountancy, Mr Ian Marrian, chief executive of the Institute of Chartered Accountants in Scotland, and Mr Charles Tilley, chief executive of the Chartered Institute of Management Accountants. The letter reads:A revised timetable for the introduction of the Operating Financial Review is to be welcomed. It should afford the Government the opportunity to deal with director and auditor liability reform to allow the OFR to be the bold and meaningful document that we are all seeking. Company law reform must take place in the round"—"in the round" are the words used—
968if we are to improve the quality of financial and non-financial information available to investors and ensure UK capital markets remain fit for purpose".When the Minister introduced the Bill on Second Reading, nearly a year ago, he said:The company is more popular than ever, and this Government are committed to reforming current companies legislation. We are taking forward the work of the independent Company Law Review in order to remove unnecessary regulation in the current law, to simplify the law, particularly as it affects smaller firms, and to make the law as a whole more flexible for the needs of the 21st century.".—[Official Report, 8/01/04; col. 258.]Is it not extraordinary that, nine months later, the senior representatives of the chartered accountancy profession seem to think that the Government's policy is taking us backwards? Introducing a new mandatory review for listed companies to display strategic plans and environmental concerns may seem progressive, but without director and auditor liability reform, it is just another cart before the horse—which, of course, is exactly why the OFR has been delayed.
Turning specifically to the amendments from the other place, I am, as ever, grateful to the Minister for his careful introduction and explanation. As I understand it, new Clause 19, entitled,Relaxation of prohibition on provisions protecting directors etc. from liability",permits companies to indemnify directors in respect of proceedings brought by third parties, covering both the legal and financial costs of any adverse judgment, except criminal penalties or those imposed by regulatory authorities. Those companies that choose to indemnify directors will—rightly—be required to disclose that in the directors' report and shareholders will be permitted to inspect any indemnification agreement.
The second amendment, new Clause 20, entitled,Funding of director's expenditure on defending proceedings",entitles companies to pay directors' costs as they are incurred, even if the action is brought by the company itself. As the Minister pointed out, that prevents the possibility of a director becoming personally bankrupt before a case reaches a conclusion, as legal expenses will have to be paid for by the director only when and if a judgment is made against him.
We welcome the principle behind those clauses. As the Minister said, we all agree that the cause of Great Britain plc will be better served if men and women of quality and experience are encouraged to serve on the boards of companies. However, as I have said during the course of our debates on the Bill, my concern is that the Government are more preoccupied with form than effect. The consequence has been to pile box-ticking exercises on to boards of directors. For those who are non-executive, that requires them either to assume a considerable bureaucratic burden or to place a high degree of reliance on their executive co-directors.
The present statutory requirement that a director must fund the cost of any legal claim made against him is another disincentive to serve on a company, as the Minister made clear, and a rising disincentive in this increasingly litigious age. The change proposed in new Clause 20 to some extent redresses that imbalance. For 969 justice to be fair, there needs to be some equality of arms. The present drafting of Section 310 of the Companies Act 1985 makes that almost impossible to achieve. On the one side stands a large company, or more likely a large insurance company; on the other a single director. One party has deep pockets and endless time; the other has personal resources only and a not unnatural desire to get on with his or her life. The ability of the company to help a director's personal cash flow, at least until the case is determined, is likely to give some reassurance to directors, especially non-executives.
However, I have a couple of specific points on which I would welcome the Minister's clarification. Further, there is one broad area of principle on which I want to probe the Government's thinking. The first point is an issue of clarification of the new clause contained in Amendment No. 1. The proposed subsection (6) contains a detailed definition of "associated company". I see no definition of subsidiary in the definition; maybe it is contained elsewhere in the archaeological layers of the Companies Acts. It would be helpful if it was made clear whether the definition of associated company relating to the new provision is a 51 per cent, 75 per cent or 100 per cent-owned subsidiary.
What about companies that are effectively subsidiaries in the sense that effective voting control resides with one company? For example, company A may own 49 per cent of company B, with the balance of 51 per cent of the shares owned among a multiplicity of smaller shareholders. Further, what about the implications of management control? To give another example, company A may own only 25 per cent of the shares of company B, but appoint a majority of its directors. When he comes to reply, perhaps the Minister could enlighten us as to how all that fits in to his scheme of things.
Secondly, I see no distinction in the definition between companies incorporated in the UK and overseas. The Minister will recall our debates in Committee on Clause 8, concerning auditors' rights to information. During those debates, although accepting his concern about extra-territoriality, we sought to persuade him of the need for a level playing field if directors and employees were not be confused about their legal duties and responsibilities. The Minister would not accept our arguments, although we repeated them on Report. The Minister said of Clause 8:
I need first to distinguish between domestic subsidiaries and foreign subsidiaries. In respect of the former, we do not believe that the clause needs to make any special provision. We are trying to keep the powers of the FRRP as straightforward as possible … The case of overseas subsidiaries is somewhat different".—[Official Report, 17/03/04; col. GC87.]If we cannot have a level playing field for Clause 8 because of extra-territoriality, why can we do so for subsection (6) of the first new clause? Surely, the principles that operate for those companies are exactly the same.
My second detailed point is briefer. New Clause 309B, also contained in the first amendment, is entitled,Qualifying third party indemnity provisions".970 I draw the Minister's attention to subsection (4). I am clear about the implications of subsections (4)(a) and (b), but the implications of subsection (4)(c), especially paragraph (ii) and its reference to,honest and reasonable conduct",is not so clear. When the Minister comes to reply, could he explain that clause, especially the implication of those words, in more detail? His answer may have a bearing on the more general point that I want to raise about the second new clause.
Turning to that more general point, as I understand it, the funding provided by a company to a director to conduct his or her defence is temporary. In a case where the court finds against the director, the funding will have to be repaid. As I read it, there is no test of reasonableness attached to the provisions. Win, and the director does not have to repay any funding from the company; lose, and he does. It is black or white; there is no third way, which I would have thought might appeal to the Government.
Is that fair? Let us consider an example. Company A and its directors are sued. Successive layers of the court system find in favour of company A and its directors, but the aggrieved party continues to appeal, taking the case to ever higher courts until it finally reaches your Lordships' House, acting in its judicial capacity, where judgment is given in favour of the plaintiff, overturning all the judgments of the lower courts. In such a case, the directors will presumably be asked to repay any money advanced by the company. However, given the sequence of events in my example—with successive court findings in their favour—the directors' belief in the correctness of their action was hardly unreasonable. Yet, as I read it, each of them will remain personally liable for their defence, even if we implement the new clauses in the form proposed by the Government.
Let me make it clear that I yield to no one in wanting to see the punishment of company directors who are found to have acted recklessly or without due care and attention. Such punishment should clearly include liability for personal defence costs. But where a director has acted reasonably or in good faith, the requirement to repay defence costs seems harsh. In effect, it impacts on the equality of arms issue that I raised earlier. I should be grateful if the noble Lord could outline whether the Government have thought about that and what conclusions they have reached.
We accept the strategic argument behind the introduction of the clauses but, before accepting them, we should like to hear the Minister's answer to the points that I have raised.
§ 2 p.m.
§ Lord Sharman
My Lords, during our debates on the issues surrounding this Bill, noble Lords on this side of the House have spent considerable time underscoring the desperate need for a general overhaul of company law. The noble Lord, Lord Hodgson, has spoken about that very eloquently and at length; I wish to associate myself with his remarks. An overhaul is long overdue and desperately needed. Corporate Britain 971 can only benefit from a comprehensive review of the law that governs it to bring it into the 21st century. Having said that, I thank the Minister and congratulate him on fulfilling the commitment that he made to us in Committee, at which time the consultation process to which he referred was under way. At that time he said that he would come back with amendments if there was a consensus view.
The difficulty with dealing with director liability and auditor liability is that a simple solution is very tempting but enormously difficult to achieve. Those of us who sit on boards of directors would be very attracted to the possibility of saying, "We will have a limit on liability, let us put a cap on everything", yet I understand the difficulties involved. The amendments strike the right balance at this stage between the liability of a director acting on behalf of the company, which is what he should be doing most of the time, and the personal liability that he attracts if he does wrong. They reflect very well the results of consultation.
This is step one in the wholesale process of reforming the law of liability as it relates to boards of directors, officers and auditors. Although it is not before us today, the process that the Government have indicated they would like to see happen to resolve the very thorny issue of auditor liability—pursuing a track towards the notion of proportional liability—could also be very helpful in dealing with director liability. Nobody can argue with a premise that says that you are liable proportionately for the damage you do. A solution along those lines might be where we end up. Until we get there, I welcome these amendments; they have my full support.
§ Lord MacGregor of Pulham Market
My Lords, while I welcome this very small step forward, I agree very much with the remarks of my noble friend Lord Hodgson about the rate of progress that we are now making on company law reform. Given the rate of progress so far, it will be for a government after the next election to tackle these issues.
I seek a response from the Minister on one point in the immediate future: his point about the disincentives now to take on the liabilities of becoming a non-executive director. I have been involved as a director in trying to recruit quite a number of non-executives over the past two years. Based on my admittedly small sample and the anecdotal evidence of head-hunters, it seems a serious disincentive. This step will help, but the Minister will be aware that there have been other recommendations, including those from the Institute of Directors, about capping some of the liabilities in relation to earnings, salaries or whatever of non-executive directors—not in cases of breach of trust and so on, where I entirely accept the present position.
The Minister seemed to give some carrot in that he said that the Government would continue to review whether, even with these modest improvements, the present situation was inadequate in dealing with the disincentive point. I am not clear whether this is a smokescreen for in effect doing nothing, or whether there are clear practical steps that the Government would undertake to carry out such a review. If there 972 are practical steps, I should be grateful if the Minister would indicate what they will be, so that we can be clear how the review is carried out.
§ Lord Sainsbury of Turville
My Lords, the noble Lord, Lord Hodgson, referred to the Bill as "a Christmas tree with halls". I must say that that shows a striking lack of understanding of what is happening out there in the real world. These two amendments address two issues which directors understand to be very real and, as consultation showed, which create problems in recruiting directors. The two issues are: exposure to third-party liabilities, particularly in the United States, and the cost of lengthy court proceedings. It seems entirely right in this case to deal with them now rather than to delay any further. It is not a reason for rushing through the company law Bill, which we will produce in draft form for consultation next year. It is much more sensible and practical to deal with the two issues separately now and then come to the main Bill later.
The noble Lord, Lord Hodgson, asked a number of fairly technical points. I shall deal first with the question of the definition of "associated company". The definition of "subsidiary" is contained in Section 736 of the Companies Act 1985 and is the same for all other purposes of that Act, except company accounts. There is nothing special about these new clauses in that respect. The definition of "subsidiary" in Section 736 includes overseas subsidiaries because in that section the word "company" includes any body corporate, including foreign ones. The reference to "honest and reasonable conduct" in new Clause 309B(4)(c)(ii) relates to the expression in Section 727 of the Companies Act 1985, which the courts have interpreted in a few cases. Essentially, it excludes dishonest or reckless conduct but includes honest mistakes.
The noble Lord, Lord MacGregor, asked about capping and the issue of further limits to directors' liabilities to the company. There are several reasons why we must proceed cautiously in this area. In the first place, any limit on the director's liability to the company raises difficult issues of principle. A director's general duties are owed to the company and it is therefore important that companies can hold directors to account if they act in breach of their duties.
Secondly, as I explained, difficult practical issues need to be addressed properly. The Companies Act could, for example, be amended to permit companies to exempt directors from liability with prior shareholders' consent, but would this provide sufficient protection for the minority shareholders? If not, the Act would need to impose a statutory threshold. In practice, however, it would be very difficult to agree a threshold which both satisfactorily addressed the concern of many first-time non-executive directors and retained the moral hazard for the very few wealthiest executive directors.
We must also ensure that we do not permit companies to exempt directors from liability in cases of deliberate wrongdoing. Some noble Lords might, for example, be willing to permit companies to cap directors' liability for negligence, but few, if any, would want to permit companies to cap liability where directors put their 973 personal interests before their duty to the company. That is why we will consider the issue further in the context of our major reform of company law, which will implement the recommendation of the independent Company Law Review that there should be a statutory statement of directors' general duties to the company.
Finally, I turn to the point raised by the noble Lord, Lord Sharman, about the auditor's liability. As I am sure he knows, we have put in place a process to review that whole issue. I think that the noble Lord would agree that there are some very complex, technical issues about proportionality by contract; the main one being how in a situation which is, in a sense, cumulative negligence, proportionality is assessed. We have put in a process to try to get agreement to that. If we can, we will bring that forward with the company Bill.
§ On Question, Motion agreed to.