---

Company Law Reform Bill [HL]

I will certainly take up that invitation. The starting point is that the statement of duties in Clause 155 and following clauses is not intended to be an exhaustive list of all the duties owed by a director to his company. The directors may owe a wide range of duties to their company in addition to those general duties listed. Those are general, basic duties which it is seen as right and important to set out in this way. The statement that these are the general duties does not allow any director to escape any other obligation that he has, including obligations under the Insolvency Act 1986, to which the noble Lord refers in the first additional term he would include. On whether the Government will set out in guidance the duties of directors, it is their intention that draft guidance will be published well in advance of the statement of general duties coming into force. It will be non-statutory, but we believe that it will address the underlying need for accessibility to knowledge of what the law is. No doubt that will be an opportunity to consider how much else is said about other duties apart from those set out in what we hope will be the new Act. In starting to draw up a list of a company director’s general duties, there is a danger of including all the others. I do not think, for example, that the provisions in the amendment include duties that directors may have in dealing with the accounts of a company. The danger is that if one puts in a list of specific duties in addition to the general duties, one will create confusion because things which are not included then appear not to be duties. What do you do when the duties change? How do you deal with the duties which the director may owe to the company by virtue of particular provisions in the constitution of the company? I do not see that in the noble Lord’s list. It may be said that we can sit down and try to think of all those things. We certainly will not think of things which will come in the future, either as a result of changes in the constitution of the company, or in statute or common law. I therefore suggest to the noble Lord that, while it is right and helpful to have tabled this amendment so that there is a clear understanding that these other duties do not in any sense disappear as a result of the general duties being imposed, it would not be a helpful way of achieving the objective of the Bill—setting out these general duties to codify them as successive commissions, the Company Law Review and other expert bodies have said. I should have spent more time talking about those expert bodies; then I might not have been side-swiped quite as comprehensively as I was by the noble Lord, Lord Razzall, who thought I was being glib. However, we can come back to those. That is why we resist these amendments.