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Company Law Reform Bill [HL]

moved Amendment No. 36:"Page 14, line 7, at end insert—" ““(   )   A company may make a reasonable charge for providing any of the documentation in subsection (1).”” The noble Lord said: In moving Amendment No. 36, I shall speak also to Amendment No. 37, which is grouped with it. We are still discussing the question of documents to be provided to members. This has been particularly drawn to our attention by Mr Paul Salmon of Salans, the City law firm. Under the Companies Act 1985, companies were able to make a small charge for providing copies of all constitutional documents to members who requested them. As far as we can see—and we stand to be corrected—this Bill appears to make no provision in that respect. That seems wrong when the documents can in any case be obtained from the registrar of companies. The removal of the ability to charge for documents also raises the risk that this entitlement could be used vexatiously or frivolously. As currently worded, any member, even if he held only a single share, could repeatedly request copies of that information at no expense to himself yet at some expense and administrative trouble to the company. The amendment seeks to allow companies to make a reasonable charge for providing such information. It is hoped that this will reduce any incentive to make frivolous or vexatious requests, ensure that the company is not out of pocket at least financially for complying with any request, yet not unduly inhibit shareholders who have legitimate reasons for requesting to see the documents. That is Amendment No. 36. Amendment No. 37 seeks to impose a parallel limit to the number of times a company can be required to provide copies of documents to members at their request to one such request or one such compliance every 12 months. The reasoning behind the argument is the same as that advanced in respect of Amendment No. 36; namely, preventing the abuse of this right for frivolous and vexatious purposes. Obviously, we are seeking to strike a balance. On the one hand, companies should not be endlessly tied up, perhaps repeatedly providing documents to members who may be requesting them for no proper purpose or motive. On the other hand, shareholders clearly have a legitimate right to ask for copies of documents once each year. I beg to move.