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Company Law Reform Bill [HL]

moved Amendment No. 301ZD:"Page 151, line 9, at end insert—" ““(   )   A resolution conferring authority for the purpose of this Part in respect of all of a company’s subsidiaries, or specified categories of subsidary, need not name each individual subsidiary.”” The noble Lord said: I have added my name to Amendments Nos. 301A, 301B and 301C, which stand in the names of the noble Lords, Lord Sharman and Lord Razzall. I shall not attempt to steal their thunder on those amendments but let them speak to them. This issue was raised by the CBI. Amendment No. 301ZD seeks to rectify an inconsistency in the Bill. The Explanatory Notes to the draft Bill stated that, if a company is seeking authorisation of donations and expenditure on behalf of itself and one or more named subsidiaries, the subsidiaries do not need to be named in the resolution. I draw the Minister’s attention to paragraph 617 on page 108 of the Explanatory Notes, which states that,"““under subsection (1), a holding company may seek authorisation of donations and expenditure in respect of both itself and one or more of its subsidiaries (including wholly-owned subsidiaries) in a single approval resolution. The subsidiaries do not need to be named in the resolution””." However, the CBI does not think that that is clear from the clause itself, so it should be expressly stated. Moreover, this appears to be inconsistent with Clause 340(2) and (4), which requires that the relevant heads and the amount authorised be specified in respect of each company covered by the resolution. That implies that each subsidiary covered by the resolution must be named. This amendment is designed to make it clear that this is not the case. Amendments Nos. 301A, 301B and 301C make the parallel point. I beg to move.