---

Company Law Reform Bill [HL]

moved Amendment No. 84:"Leave out Clause 870." The noble Lord said: My Lords, in moving Amendment No. 84, I shall speak also to the other amendments in the group. I gave an undertaking in the debate on Part 21 on Report last week to table on Third Reading further amendments to Clauses 859 to 861. I shall now set out the detail of these amendments. The amendment removes the three clauses that are currently in the Bill, which give power to the competent authority—at present, the Financial Services Authority— to make rules for the purposes of the transparency directive and connected regulatory purposes. The clauses also make provision for the inclusion of a power for the competent authority to make corporate governance rules, and for the Secretary of State to make corporate governance regulations to implement, to enable the implementation of, or to deal with matters arising from or relating to any community obligation. The amendment replaces the three clauses with nine new clauses, which recast and supplement the clauses proposed for removal. There are two reasons for this. First, the amendment will ensure that the provision for rule-making in the clauses is clearer. The clauses will fit better with the approach adopted in surrounding provisions in the Financial Services and Markets Act 2000. As part of that, we have incorporated the two amendments proposed by noble Lords in Committee to the definitions of issuer’s relevant information and voteholder information respectively. Secondly, the amendments include supplementary provisions. The first substantive additions incorporate provisions for additional regulatory powers of the competent authority. These powers are to suspend or prohibit trading of an issuer’s shares if there are breaches or suspected breaches of transparency obligations and to censure publicly an issuer who breaches the transparency obligations. There is also a supplementary provision to determine how the competent authority is to exercise its enforcement powers where the issue is from another member state. The transparency directive requires member states to have those powers. That is Articles 24.4 and 26. The second addition includes provisions to amend the powers of the Secretary of State in Section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 to appoint a body to oversee accounts and financial reporting functions. That will enable the functions overseen by the Secretary of State’s appointed body to extend to the accounts and reports required to be produced by quoted companies in accordance with obligations arising from implementation of the transparency directive. The changes will also provide for the inclusion of a further clause clarifying issuers’ liability in relation to disclosures required under the transparency directive. That is part of the implementation of Article 7 of the directive. I beg to move. On Question, amendment agreed to.