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Company Law Reform Bill [HL]

I thank the noble Lord for explaining the nature of the concerns that he wants the Committee to examine. The clause as drafted does not include the words ““knowingly and wilfully”” because we were concerned this might exclude liability for reckless officers, or officers who deliberately close their eyes to their responsibilities. It might also mean that officers would not be liable if they successfully claimed they did not know that their act or omission constituted an offence. These are prospects which risk undermining the effective enforcement of provisions throughout the Bill and the Companies Acts. I understand the concern underlying the amendment; namely, that an innocent officer could in theory permit a contravention by being ignorant of its commission. But I would emphasise that an officer would be liable under this provision only if his ignorance constituted a tacit authorisation, permission or failure to take reasonable steps. I would say that any officer who is so deliberately or recklessly ignorant of his responsibilities as to be liable in this way cannot be described as ““innocent””, and it is right that he should be liable under this clause.