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Companies Bill [Lords]

I support amendments Nos. 761 and 762. Reading clause 155, I was almost overjoyed when I saw the concession that the Government had made by requiring at least one director to be a natural person. I then read subsection (2) and for about two hours did not understand what it meant, because it is a masterpiece of drafting skills and obfuscation, the likes of which have not been seen for some time in the House. Nevertheless, on the basis of the interpretation offered by my hon. Friend the Member for Great Grimsby (Mr. Mitchell) that subsection (2) overrides subsection (1), we are back to the situation where a director of a company does not have to be a natural person—that is, a human being. The reason why my hon. Friend has pressed the issue for some time is that at some stage in the life of a company its responsibilities have to be borne by a human being. Last week we debated the Corporate Manslaughter and Corporate Homicide Bill. When we discussed how we held to account companies and individuals operating within those companies with regard to how they looked after the health and safety of their employees, a number of us pressed for specific reference to be made to the responsibilities of directors. We were informed that that was dealt with elsewhere as a result of various other pieces of legislation that apply to directors, and that there did not need to be a specific reference in the corporate manslaughter legislation. We find that the provision contradicts those assurances. We could have companies where no single director was responsible of the health and safety of their employees. A company could perpetrate actions that were so negligent that they resulted in the death of an employee, and no individual would be held responsible. That is one example to demonstrate why my hon. Friends have been pressing the issue for so long. The provision enables individuals to become involved in the establishment of companies, which then establish further companies, and they are no longer held responsible for their actions as individuals. In that way they avoid their duties and responsibilities. I urge my right hon. Friend the Minister to consider, though possibly not in the context of the Companies Bill, that we need to debate the matter further, so that companies do not become shadow bodies and no one is held responsible in any legislation, particularly in serious circumstances such as corporate manslaughter.