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Debate on bill and Committee proceeding on Tuesday, 7 March 2006, in the House of Lords.

Company Law Reform Bill [HL]

Company Law Reform Bill (HL). Lords Committee stage seventh day. Grand Committee off the floor of the House (Moses room). Clauses 400-473 agreed to, clauses 400,409,410,415,417,420-422,426-431,451,454,457,459,468 and 473 as amended. Clause 474 negatived. Clauses 475-6 agreed to. Clause 477 negatived. Clauses 478-491 agreed to, clauses 481 and 489 as amended. New clauses considered.

Secondary information

Type
Parliamentary proceeding
Reference
679 c263-324GC 
Session
2005-06
Department
Department of Trade and Industry
Legislative stage
Committee stage
Procedure
New clauses
Chamber / Committee
House of Lords Grand Committee
Related items
Proceeding contributions
Viscount Allenby of Megiddo | 679 c263GC (Link to this contribution) I need to remind the Committee that, if a Division is called in the Chamber while we are sitting, we...
Baroness Noakes | 679 c266-7GC (Link to this contribution) I am grateful for the Minister’s comprehensive reply, which I will study carefully in Hansard. I not...
Show all contributions (150)
Lord McKenzie of Luton | 679 c269GC (Link to this contribution) The new clause proposed by this amendment would significantly extend the amount of information a quo...
Lord McKenzie of Luton | 679 c277GC (Link to this contribution) moved Amendments Nos. 315ZAE to 315ZAH:"Page 193, line 27, leave out from ““period”” to ““which”” in...
Lord McKenzie of Luton | 679 c297GC (Link to this contribution) We are trying to provide in the legislation for a range of circumstances, and it is difficult to for...
Lord McKenzie of Luton | 679 c290-1GC (Link to this contribution) I start by thanking my noble friend Lord Borrie for focusing on what is, rightly, an important and s...
Lord Sainsbury of Turville | 679 c315-6GC (Link to this contribution) moved Amendment No. 316ZA:"Page 228, line 34, leave out paragraph (b)." The noble Lord said: This i...
Lord Sainsbury of Turville | 679 c307-8GC (Link to this contribution) moved Amendment No. 315EA:"Page 222, line 28, after ““96”” insert ““, or an order under section 144,...
Lord McKenzie of Luton | 679 c263-4GC (Link to this contribution) moved Amendment No. 310ZB:"Page 183, line 10, leave out paragraphs (a) and (b) and insert ““21 days ...
Baroness Noakes | 679 c269-70GC (Link to this contribution) Before the noble Baroness decides what to do with her amendment, I suggest to the Minister that his ...
Lord McKenzie of Luton | 679 c272-3GC (Link to this contribution) As recommended by the Company Law Review, Clauses 406 and 407 introduce new requirements on quoted c...
Baroness Murphy | 679 c270GC (Link to this contribution) I thank the Minister for that reply. I also thank the noble Baroness, Lady Noakes, for her helpful r...
Baroness Noakes | 679 c268-9GC (Link to this contribution) I have added my name to this amendment because I also believe that it is best practice for corporate...
Lord Hodgson of Astley Abbotts | 679 c283GC (Link to this contribution) It is customary in this House to say that one is grateful for the Minister’s response. I must say th...
Lord McKenzie of Luton | 679 c283GC (Link to this contribution) I am sorry that the noble Lord interprets my response in that way. We were trying to acknowledge tha...
Lord McKenzie of Luton | 679 c286GC (Link to this contribution) moved Amendments Nos. 315ZAM and 315ZAN:"Page 196, line 39, leave out subsection (1) and insert—" ...
Lord McKenzie of Luton | 679 c285-6GC (Link to this contribution) moved Amendment No. 315ZAL:"Page 196, line 36, at end insert—" ““(   )   In this section the ““rel...
Lord McKenzie of Luton | 679 c285GC (Link to this contribution) moved Amendment No. 315ZAK:"Page 194, line 29, after ““and”” insert ““any””" On Question, amendment...
Baroness Noakes | 679 c287GC (Link to this contribution) It is normally ten. We will take 15 if you like.
Lord Haskel | 679 c287GC (Link to this contribution) I was told that it was going to be extended to 15. Let us say 10 minutes, and then we will see if ev...
Lord Clinton-Davis | 679 c289GC (Link to this contribution) My noble friend Lord Borrie has presented a powerful prima facie case. As he concedes, there may be ...
Lord McKenzie of Luton | 679 c274GC (Link to this contribution) Shareholders or debenture holders in unquoted and quoted companies are entitled under Clauses 409 an...
Baroness Noakes | 679 c273-4GC (Link to this contribution) moved Amendment No. 312C:"Page 188, line 4, at end insert—" ““(   )   A demand for the purposes of...
Baroness Noakes | 679 c273GC (Link to this contribution) I am slightly disappointed with the Minister’s response. We tabled the amendment following some comm...
Baroness Noakes | 679 c276GC (Link to this contribution) moved Amendment No. 315ZA:"Page 193, line 5, at end insert ““, and" (   )   for a quoted company, ...
Baroness Noakes | 679 c275GC (Link to this contribution) moved Amendment No. 312D:"Page 188, line 8, at end insert ““of receipt by the company””" On Questio...
Baroness Noakes | 679 c274-5GC (Link to this contribution) I am tempted to say that half a loaf is better than none, and I will quickly bank with gratitude Ame...
Lord McKenzie of Luton | 679 c281-3GC (Link to this contribution) I thank the noble Lord, Lord Hodgson, for the detailed way in which he introduced and took us throug...
Lord Hodgson of Astley Abbotts | 679 c280-1GC (Link to this contribution) When the Division started I was in the process of excising—or encouraging the Government to excise—C...
Viscount Allenby of Megiddo | 679 c280GC (Link to this contribution) I am sorry to interrupt. A Division is called. We will reconvene 10 minutes from now at 4.48 pm. [T...
Baroness Noakes | 679 c307GC (Link to this contribution) I have listened carefully to the Minister’s response to these amendments and I thank him for his rep...
Lord Sainsbury of Turville | 679 c307GC (Link to this contribution) Perhaps I may say a little more on that. Profit-making bodies that will be covered by this legislati...
Baroness Noakes | 679 c304-5GC (Link to this contribution) moved Amendment No. 315E:"Page 222, line 23, after ““if”” insert ““the Secretary of State considers ...
Lord Sainsbury of Turville | 679 c304GC (Link to this contribution) moved Amendment No. 315DCA:"Page 217, line 36, leave out from ““(2)”” to end of line 37 and insert “...
Lord Sainsbury of Turville | 679 c304GC (Link to this contribution) moved Amendment No. 315DZA:"Page 216, line 36, leave out from ““(2)”” to end of line 37 and insert “...
Lord McKenzie of Luton | 679 c299GC (Link to this contribution) moved Amendment No. 315BA:"Page 213, leave out lines 3 to 5." The noble Lord said: In moving Amendm...
Lord Sharman | 679 c300GC (Link to this contribution) The noble Baroness was generous enough to refer to the original recommendation made in my report whi...
Lord McKenzie of Luton | 679 c298GC (Link to this contribution) As has been explained, Amendment No. 315B would make any order made under Clause 440 subject to the ...
Baroness Noakes | 679 c297-8GC (Link to this contribution) moved Amendment No. 315B:"Page 206, line 35, leave out ““negative”” and insert ““affirmative””" The...
Baroness Noakes | 679 c297GC (Link to this contribution) I will consider the response carefully, but I have to say that I am not entirely satisfied at this s...
Baroness Noakes | 679 c293-4GC (Link to this contribution) moved Amendment No. 315ZB:"Page 205, line 17, leave out paragraph (d)." The noble Baroness said: In...
Lord McKenzie of Luton | 679 c296GC (Link to this contribution) Amendment No. 315B would make any order under Clause 440 subject to affirmative rather than negative...
Baroness Noakes | 679 c295GC (Link to this contribution) I thank the Minister for that response. I am glad that he will take away the issue and the relations...
Lord Borrie | 679 c291GC (Link to this contribution) I am most grateful to all those who have spoken in this debate. My noble friend Lord Clinton-Davis e...
Lord Borrie | 679 c291-2GC (Link to this contribution) I am grateful for that intervention and I understand better the point that the noble Lord, Lord Hodg...
Lord McKenzie of Luton | 679 c292-3GC (Link to this contribution) moved Amendments Nos. 315ZAT to 315ZAV:"Page 198, line 32, after ““with”” insert ““in relation to a ...
Lord Sharman | 679 c289-90GC (Link to this contribution) Could I just finish? The noble Lord stopped me in mid-flow. When they are using the veil of corporat...
Lord McKenzie of Luton | 679 c323GC (Link to this contribution) The noble Baroness will forgive me. I did not mean to convey that impression in my response. I did c...
Baroness Noakes | 679 c321GC (Link to this contribution) I thank the Minister for saying that he will take this away and look at it again. I hope that his of...
Baroness Noakes | 679 c320GC (Link to this contribution) Let me say that I am not seeking to lessen the responsibilities of auditors; I seek to make clear wh...
Baroness Noakes | 679 c318-9GC (Link to this contribution) I thank the Minister for his reply and I certainly thank him for agreeing to consider the alignment ...
Lord McKenzie of Luton | 679 c317-8GC (Link to this contribution) Clause 486 restates the duties of auditors, which are currently set out in Section 237 of the Compan...
Lord McKenzie of Luton | 679 c318GC (Link to this contribution) I apologise to my noble friend for giving the reply before we had received all the comments on the a...
Baroness Noakes | 679 c315GC (Link to this contribution) I thank the noble Lord, Lord Sharman, for his support. We see little benefit in the clause. A proper...
Lord Sharman | 679 c315GC (Link to this contribution) The important issue is that the responsibilities and duties of the auditors are defined by statute. ...
Baroness Noakes | 679 c312-3GC (Link to this contribution) moved Amendment No. 316:"Page 227, line 34, leave out ““negative”” and insert ““affirmative””" The ...
Lord Sainsbury of Turville | 679 c311GC (Link to this contribution) moved Amendment No. 315H:"Page 225, line 1, leave out paragraph (c) and insert—" ““(   )   the dee...
Lord Sharman | 679 c313GC (Link to this contribution) I support this amendment. It is particularly unfortunate that the Attorney-General has left us.
Lord Sharman | 679 c310GC (Link to this contribution) I thank the Minister for that helpful reply. I beg leave to withdraw the amendment. Amendment, by l...
Lord Sainsbury of Turville | 679 c310GC (Link to this contribution) This is another amendment seeking to clarify the process of appointing auditors for private companie...
Lord Sainsbury of Turville | 679 c308-9GC (Link to this contribution) Chapter 2 of Part 16 restates the procedures for appointing auditors. It introduces a few minor chan...
Lord Sharman | 679 c309GC (Link to this contribution) moved Amendment No. 315FB:"Page 223, line 30, after ““company”” insert ““for a given financial year”...
Lord Sharman | 679 c310GC (Link to this contribution) moved Amendment No. 315FC:"Page 224, line 8, at end insert ““, or" (   )   in accordance with sect...
Lord Sainsbury of Turville | 679 c324GC (Link to this contribution) I think this may be a convenient moment for the Committee to adjourn until next Tuesday at 3.30 pm.
Baroness Noakes | 679 c323-4GC (Link to this contribution) moved Amendment No. 317B:"Page 233, line 17, at end insert—" ““(   )   where the auditor is an Aud...
Lord McKenzie of Luton | 679 c264GC (Link to this contribution) moved Amendments Nos. 310ZC to 310ZE:"Page 183, line 16, leave out from second ““the”” to end of lin...
Lord McKenzie of Luton | 679 c270GC (Link to this contribution) Obviously the proposed new clause is concerned with specific provisions regarding websites and what ...
Baroness Noakes | 679 c271-2GC (Link to this contribution) moved Amendment No. 312B:"Page 187, line 36, after ““wholly”” insert ““or mainly””" The noble Baron...
Lord McKenzie of Luton | 679 c271GC (Link to this contribution) I am grateful to the noble Baroness, Lady Noakes, for raising this important point. We recognise tha...
Baroness Noakes | 679 c271GC (Link to this contribution) I thank the Minister hugely for that. I am glad to see that the Government are listening on this poi...
Baroness Noakes | 679 c264-5GC (Link to this contribution) moved Amendment No. 310A:"Page 185, line 2, leave out subsection (5)." The noble Baroness said: Aft...
Lord McKenzie of Luton | 679 c265-6GC (Link to this contribution) I am grateful to be able to clarify the intention behind what may appear to be a rather curious prop...
Lord Hodgson of Astley Abbotts | 679 c284GC (Link to this contribution) To be honest, when a Minister gets to the Dispatch Box and says, ““Yes, this is very important and w...
Lord McKenzie of Luton | 679 c286GC (Link to this contribution) moved Amendment No. 315ZAO:"Page 197, line 28, leave out from ““accounts”” to end of line 31." On Q...
Lord McKenzie of Luton | 679 c286GC (Link to this contribution) moved Amendments Nos. 315ZAP and 315ZAQ:"Page 198, line 7, after ““with”” insert ““in relation to a ...
Lord Haskel | 679 c287GC (Link to this contribution) There is a Division in the Chamber. The Committee stands adjourned for 15 minutes, and then we will ...
Lord McKenzie of Luton | 679 c275GC (Link to this contribution) moved Amendment No. 312I:"Page 191, line 36, leave out paragraph (b)." The noble Lord said: I shall...
Lord McKenzie of Luton | 679 c275GC (Link to this contribution) moved Amendments Nos. 312G and 312H:"Page 191, line 7, leave out from first ““the”” to end of line 8...
Baroness Noakes | 679 c276-7GC (Link to this contribution) I thank the Minister for that, but he did not answer my question on how the transparency directive w...
Lord Hodgson of Astley Abbotts | 679 c277-80GC (Link to this contribution) moved Amendment No. 315ZAI:"Page 194, line 15, leave out second ““accountant’s”” and insert ““indepe...
Baroness Noakes | 679 c307GC (Link to this contribution) The Minister did not answer the question that I asked him about which bodies would be expected to be...
Lord Sainsbury of Turville | 679 c305-7GC (Link to this contribution) Perhaps I may say first that subsection (3) of this clause explains that ““non-profit-making”” has t...
Baroness Noakes | 679 c304GC (Link to this contribution) I thank the Minister for the glimmer of hope in his response. My concern is that neither the Treasur...
Lord Sainsbury of Turville | 679 c303GC (Link to this contribution) I am not certain whether I will give a favourable response, or whether the noble Lord’s blood pressu...
Lord Hodgson of Astley Abbotts | 679 c303GC (Link to this contribution) Briefly, I support my noble friend. In an earlier incarnation, I was much involved with the Securiti...
Lord Sainsbury of Turville | 679 c300-1GC (Link to this contribution) Chapter 1 of Part 16 deals with the requirement for audited accounts, and this first group of amendm...
Baroness Noakes | 679 c302-3GC (Link to this contribution) moved Amendment No. 315D:"Page 215, line 7, at end insert ““and is also authorised to hold client in...
Baroness Noakes | 679 c299-300GC (Link to this contribution) moved Amendment No. 315C:"Page 213, line 29, leave out paragraph (b)." The noble Baroness said: We ...
Baroness Noakes | 679 c297GC (Link to this contribution) I thank the Minister for that reply, which I will consider carefully. What I would put back to him i...
Baroness Noakes | 679 c296GC (Link to this contribution) Perhaps I might suggest to the noble Lord that he is answering the next amendment. We will come to A...
Baroness Noakes | 679 c296GC (Link to this contribution) moved Amendment No. 315A:"Page 206, line 31, leave out paragraph (c)." The noble Baroness said: Ame...
Lord McKenzie of Luton | 679 c294-5GC (Link to this contribution) The amendments concern the powers of the Financial Reporting and Review Panel to obtain and make use...
Lord Hodgson of Astley Abbotts | 679 c291GC (Link to this contribution) As the noble Lord said himself, a few strikings off would spread the word and that practice would st...
Lord Clinton-Davis | 679 c292GC (Link to this contribution) In the amendment, the words, ““may send””, are used. Proposed subsection (3) states that he,"““may p...
Lord Borrie | 679 c292GC (Link to this contribution) I am grateful to my noble friend. That enables me to emphasise that point to Members of the Committe...
Lord Sharman | 679 c289GC (Link to this contribution) I, too, support the principles behind the amendment, and I will repeat what the noble Lord, Lord Hod...
Lord McKenzie of Luton | 679 c322GC (Link to this contribution) Clause 491 tells auditors who should sign the audit report. Where the auditor is an individual, he s...
Baroness Noakes | 679 c322-3GC (Link to this contribution) I thank the Minister for that reply. I think the Institute of Charted Accountants will be unhappy wi...
Lord McKenzie of Luton | 679 c321GC (Link to this contribution) moved Amendment No. 317AA:"Page 232, line 39, at end insert ““(in Scotland, an interdict or an order...
Baroness Noakes | 679 c321-2GC (Link to this contribution) moved Amendment No. 317AB:"Page 233, line 17, at end insert ““in his own name, for and on behalf of ...
Lord McKenzie of Luton | 679 c320-1GC (Link to this contribution) I understand the strength of view that has been expressed by those who obviously have a detailed inv...
Baroness Goudie | 679 c320GC (Link to this contribution) I agree with all that has been said by the noble Baroness and the noble Lord. I too have tried to sa...
Lord McKenzie of Luton | 679 c319GC (Link to this contribution) We are not changing the rules on this. We have agreed to look at the alignment of the terminology. I...
Lord Sainsbury of Turville | 679 c311-2GC (Link to this contribution) moved Amendment No. 315J:"After Clause 474, insert the following new clause—" ““PREVENTION BY MEMB...
Lord Sainsbury of Turville | 679 c311GC (Link to this contribution) moved Amendment No. 315I:"Page 225, line 2, at end insert—" ““(   )   the members have resolved th...
Baroness Noakes | 679 c314-5GC (Link to this contribution) I thank the Minister for that response, but I find the Government’s position rather unsatisfactory. ...
Lord Sharman | 679 c313GC (Link to this contribution) Oh, he is still here. I am sorry. I wanted to be rude about lawyers again, given that the noble and ...
Lord Sainsbury of Turville | 679 c310-1GC (Link to this contribution) moved Amendment No. 315G:"Page 224, line 39, leave out from beginning to ““unless”” in line 40 and i...
Lord Sharman | 679 c310GC (Link to this contribution) I am grateful for the Minister’s explanation of the Government’s position on that. I shall look at i...
Baroness Noakes | 679 c324GC (Link to this contribution) I thank the Minister for his response. I shall consider it carefully. In view of the time, I beg lea...
Lord McKenzie of Luton | 679 c324GC (Link to this contribution) Clause 491 tells auditors who should sign the audit report. Where the auditor is an individual he si...
Baroness Noakes | 679 c323GC (Link to this contribution) We will probably have to agree to differ for today. I will consider whether we need to return to thi...
Lord McKenzie of Luton | 679 c263GC (Link to this contribution) moved Amendment No. 310ZA:"Page 183, line 5, leave out from ““period”” to ““, or”” in line 6 and ins...
Viscount Allenby of Megiddo | 679 c271GC (Link to this contribution) A Division is called. We will assemble in 10 minutes’ time. [The Sitting was suspended for a Divisi...
Baroness Noakes | 679 c271GC (Link to this contribution) I was introducing Amendment No. 312A and explaining what Clause 408 sets out. The amendment seeks to...
Baroness Noakes | 679 c270-1GC (Link to this contribution) moved Amendment No. 312A:"Page 187, line 27, at end insert ““provided that restrictions may be impos...
Lord McKenzie of Luton | 679 c267GC (Link to this contribution) Clause 406 introduces a new requirement on quoted companies to put accounts and reports on a website...
Baroness Murphy | 679 c267-8GC (Link to this contribution) I thank the Minister for that response. I am disappointed that such a simple, modest change does not...
Baroness Murphy | 679 c268GC (Link to this contribution) moved Amendment No. 312:"After Clause 407, insert the following new clause—" ““QUOTED COMPANIES: A...
Baroness Murphy | 679 c267GC (Link to this contribution) moved Amendment No. 311:"Page 186, line 26, leave out from first ““the”” to end of line 28 and inser...
Baroness Noakes | 679 c267GC (Link to this contribution) I have added my name to the amendment of the noble Baroness, Lady Murphy. Best practice already invo...
Lord Hodgson of Astley Abbotts | 679 c284GC (Link to this contribution) I am grateful to the Minister for that. It has lowered my blood pressure by a degree or two. I urge ...
Lord McKenzie of Luton | 679 c284GC (Link to this contribution) Before the noble Lord withdraws his amendment—I hope—I will try again. I have tried to acknowledge t...
Lord McKenzie of Luton | 679 c284-5GC (Link to this contribution) moved Amendment No. 315ZAJ:"Page 194, line 28, at end insert—" ““(   )   Where the directors of a ...
Lord McKenzie of Luton | 679 c286-7GC (Link to this contribution) moved Amendments Nos. 315ZAR and 315ZAS:"Page 198, line 22, after ““with”” insert ““in relation to a...
Lord Borrie | 679 c287-9GC (Link to this contribution) moved Amendment No. 315ZASA:"After Clause 430, insert the following new clause—" ““DEFAULT IN FILI...
Lord Hodgson of Astley Abbotts | 679 c289GC (Link to this contribution) I have had some briefing too, probably along the lines that the noble Lord, Lord Borrie, has had. Th...
Lord McKenzie of Luton | 679 c275-6GC (Link to this contribution) moved Amendments Nos. 315ZZA and 315ZZB:"Page 193, line 2, at beginning insert—" ““(   )   This se...
Baroness Noakes | 679 c275GC (Link to this contribution) moved Amendment No. 312F:"Page 188, line 30, at end insert ““of receipt by the company””" On Questi...
Lord McKenzie of Luton | 679 c276GC (Link to this contribution) Under Section 244 of the 1985 Act, public companies currently have seven months after the end of the...
Baroness Noakes | 679 c277GC (Link to this contribution) I thank the Minister for that. I hope that he will write; the corporate lawyers who raised the issue...
Lord McKenzie of Luton | 679 c277GC (Link to this contribution) Rules under the Financial Services Act will be the route to implement any changes. Perhaps I could w...
Lord McKenzie of Luton | 679 c277GC (Link to this contribution) moved Amendments Nos. 315ZAA to 315ZAD:"Page 193, line 8, leave out ““allowed””""Page 193, line 13, ...
Baroness Noakes | 679 c301-2GC (Link to this contribution) I thank the Minister for that reply, which I will carefully consider before we reach Report stage. I...
Lord Sainsbury of Turville | 679 c302GC (Link to this contribution) moved Amendment No. 315CD:"Page 214, line 35, leave out from ““(2)”” to end of line 36 and insert ““...
Baroness Noakes | 679 c298-9GC (Link to this contribution) I will consider carefully what the Minister has said. He has correctly anticipated that his reply do...
Lord McKenzie of Luton | 679 c296-7GC (Link to this contribution) The noble Baroness is quite right. I would like to address Amendment No. 315A. The disclosures permi...
Lord Sharman | 679 c320GC (Link to this contribution) Perhaps I may help the Minister to understand the impact of his answer on Sarbanes. The issue here i...
Baroness Noakes | 679 c319-20GC (Link to this contribution) I do not believe that we are overstating the issue. The fact is that by introducing a criminal penal...
Lord McKenzie of Luton | 679 c320GC (Link to this contribution) If I understand the thrust of the point that the noble Baroness makes, basically, she requires us to...
Baroness Noakes | 679 c316-7GC (Link to this contribution) moved Amendment No. 316A:"Page 230, line 24, leave out ““proper”” and insert ““adequate””" The nobl...
Baroness Goudie | 679 c318GC (Link to this contribution) As drafted, Clause 486 effectively requires an auditor to report any matter, however insignificant, ...
Lord Sainsbury of Turville | 679 c313-4GC (Link to this contribution) Clause 480 is one of the small number of new provisions relating to the appointment of auditors. It ...
Lord Sharman | 679 c308GC (Link to this contribution) moved Amendment No. 315FA:"Page 223, line 29, at end insert—" ““(   )   The first auditor or audit...
Lord Sharman | 679 c309GC (Link to this contribution) I am grateful for the noble Lord’s very helpful reply. I beg leave to withdraw the amendment. Amend...
Lord Sainsbury of Turville | 679 c309-10GC (Link to this contribution) These amendments are again intended to make improvements in the drafting of the process for appointi...
Lord Geddes | 679 c324GC (Link to this contribution) The Committee stands adjourned until next Tuesday 14 March at 3.30 pm.
Subjects
Disclosure of information Charities Audit Accountancy Company law Company accounts Companies Directors Annual reports Finance Exemptions Internet Public companies Meetings Small businesses Timetables
Legislation
Company Law Reform Bill (HL) 2005-06
Link
View this Parliamentary proceeding on www.publications.parliament.uk