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Company Law Reform Bill [HL]

moved Amendment No. 300QC:"Page 138, line 27, leave out from ““company”” to end of line 28 and insert ““of which the average market value, per member, is at least £1,000 on the day on which the company first received sufficient requests to satisfy the requirements of this subsection””" The noble Lord said: I rise with some trepidation after my last performance to speak to Amendment No. 300QC. This concerns public companies and the power of members to require the circulation of resolutions for AGMs. The issue has been brought to our attention by the UK Share Association. Clause 313(3)(b) provides that a company is required to give notice of a resolution once it has received a request from,"““at least 100 members who have a right to vote on the resolution at the annual general meeting to which the requests relate and hold shares in the company on which there has been paid up an average sum, per member, of at least £100””." We are concerned that the requirement on the average paid-up capital could be unduly onerous where the paid-up capital has not been updated in line with current values. Indeed, we share the view that this is a rather clumsy way of dealing with small holdings. Equally, we accept that there needs to be a hurdle of seriousness to avoid any misuse of this power by a series of individuals holding just one or a few shares. In modern circumstances, market value rather than paid-up capital is surely the proper test. We suggest that 100 members each owning shares worth £1,000 shows a proper level of commitment—that would be £100,000 in total—to require the circulation of a resolution. Perhaps I may take this opportunity to draw the Minister’s attention to a similar issue in Clause 316, which is entitled ““Members’ power to require independent report on poll””, and Clause 512, entitled ““Members’ power to require website publication of audit concerns””. If, as I confidently expect, the Minister is minded to accept my amendment, then Clauses 316(2)(b) and 512(2)(b) will benefit from a similar rephrasing. I beg to move.