---

Company Law Reform Bill [HL]

I wish to add to what has been said. I agree with the noble Lord, Lord Hodgson. I shall reread the relevant part of Hansard, but it is definitely my understanding that the Attorney-General said in replying to an amendment which we jointly proposed that that was the purpose of Clause 156 as presently drafted—not as amended, as the noble Lord, Lord Lea, will recall. I believe that he tabled some amendments to that clause which would have expanded the duties as they are defined in the Bill at present. But as the Bill stands it is my understanding that the noble and learned Lord the Attorney-General said quite clearly that the measure did no more than codify the position in common law. That is an important issue as we see the development away from, if you like, the old Anglo-Saxon model of corporate endeavour, which underlay the 1948 Act and all the other Companies Acts, where the model was a partnership between the providers of capital and the management with the reporting lines drawn up accordingly, to a more not quite pluralist society but rather a northern European model where there are a group of stakeholders are involved. The matter is particularly important because we will debate the OFR in the future. I believe that the right place for these amendments is in the OFR. I look forward to Members of the Committee opposite supporting the retention of the OFR because if you follow the argument that Clause 156 is a codification of the common law position and you look at what has been happening in the market place to respond to those developments in common law, you will see that the better companies and those who are more responsible have been spending a great deal of money and expending a great deal of effort on producing sensible OFRs, which they will continue to do. I assure the Committee that companies with which I am involved which have OFRs will continue to produce them even if the Government—as the Chancellor of the Exchequer has suggested—do away with that provision. It is a very important issue. I see the two measures as being connected, as the noble Lord, Lord Lea, said, but I believe that you will get a better result by keeping the OFR and having the reporting underlying the general responsibilities in Clause 156 reflected in an improved OFR.