SI 2006/3428. (Negative instrument). Together with an explanatory memorandum from Department of Trade and Industry. Coming into force in accordance with articles 1(3), (4) and (5) (C.132).

SI 2006/3428. (Negative instrument). Together with an explanatory memorandum from Department of Trade and Industry. Coming into force in accordance with articles 1(3), (4) and (5) (C.132).

On Amendment No. 170, the inclusion of the words,"““take all reasonable steps to””," would invite litigation. The interpretation of what the director had or had not done would be called into question. The recipe that has been recommended is not wise. On Amendment No. 169, I do not believe that the noble Lord,...

On Amendment No. 170, the inclusion of the words,"““take all reasonable steps to””," would invite litigation. The interpretation of what the director had or had not done would be called into question. The recipe that has been recommended is not wise. On Amendment No. 169, I do not believe that the noble Lord,...

I have my notes. They are not copious: I am afraid that I am going to disappoint my noble friend Lord Lea because they are quite short. The fundamental point is that it has not been the practice of the courts to adopt what I might term a single enterprise approach in treating different...

I have my notes. They are not copious: I am afraid that I am going to disappoint my noble friend Lord Lea because they are quite short. The fundamental point is that it has not been the practice of the courts to adopt what I might term a single enterprise approach in treating different...

Again, I am grateful to start this debate rather than say that I have the answer. I do not understand the answer that I have been given. What does it mean when it says in a newspaper that Shell has announced profits of £82 billion? In some sense, it must mean globally, and yet quite...

Again, I am grateful to start this debate rather than say that I have the answer. I do not understand the answer that I have been given. What does it mean when it says in a newspaper that Shell has announced profits of £82 billion? In some sense, it must mean globally, and yet quite...

Is the noble Lord is arguing that boards of directors are necessarily irrational or that they should be?

Is the noble Lord is arguing that boards of directors are necessarily irrational or that they should be?

Because the Minister describes a rational world of rational people and rational boards. The Minister referred to subjective judgments early on in the proceedings. I am making a subjective judgment now that the word will go out, ““Don’t serve on multiple boards in the same industry””.

Because the Minister describes a rational world of rational people and rational boards. The Minister referred to subjective judgments early on in the proceedings. I am making a subjective judgment now that the word will go out, ““Don’t serve on multiple boards in the same industry””.

We shall have to return to this issue on Report. It has been an interesting clarifying debate but I believe that one of the central points, referred to by my noble friends Lady Noakes and Lord MacGregor, has not been answered. Our argument concerns a director who may be approached to join the board...

We shall have to return to this issue on Report. It has been an interesting clarifying debate but I believe that one of the central points, referred to by my noble friends Lady Noakes and Lord MacGregor, has not been answered. Our argument concerns a director who may be approached to join the board...

moved Amendment No. 170A:"Page 70, line 3, leave out ““or possibly may conflict””" The noble Lord said: This amendment deals with the issue of things one does not know about when accepting a directorship. I take cognisance of what the Minister said in answer to the last amendment. He has been very helpful...

moved Amendment No. 170A:"Page 70, line 3, leave out ““or possibly may conflict””" The noble Lord said: This amendment deals with the issue of things one does not know about when accepting a directorship. I take cognisance of what the Minister said in answer to the last amendment. He has been very helpful...

No, I do not. All litigation turns on a phrase of one kind or another, and I see no particular difference in this phrase as to any other. We are seeking to condition what the individual director must do, and I am suggesting that he should take ““all reasonable steps””. I think that is...

No, I do not. All litigation turns on a phrase of one kind or another, and I see no particular difference in this phrase as to any other. We are seeking to condition what the individual director must do, and I am suggesting that he should take ““all reasonable steps””. I think that is...

But, for a public company, subsection (4)(a) is dependent on subsection (5)(b). I assume that that means that, where a company does not have a constitution which permits this at the moment, it would have to change the constitution.

But, for a public company, subsection (4)(a) is dependent on subsection (5)(b). I assume that that means that, where a company does not have a constitution which permits this at the moment, it would have to change the constitution.

moved Amendment No. 171:"Page 70, line 11, leave out paragraph (a) and insert—" ““(a)   if the director reasonably and in good faith believes the situation is not likely to give rise to a conflict of interest;”” The noble Lord said: In moving Amendment No. 171, I shall speak also to Amendment No. 172. The purpose of...

moved Amendment No. 171:"Page 70, line 11, leave out paragraph (a) and insert—" ““(a)   if the director reasonably and in good faith believes the situation is not likely to give rise to a conflict of interest;”” The noble Lord said: In moving Amendment No. 171, I shall speak also to Amendment No. 172. The purpose of...

moved Amendment No. 170C:"Page 70, line 9, at end insert ““which is or has been declared under section 161 or 165””" The noble Lord said: This is a probing amendment to seek clarification. It is understood that the purpose of Clause 159(3) is to avoid a director having to obtain an authorisation under Clause 159 as well...

moved Amendment No. 170C:"Page 70, line 9, at end insert ““which is or has been declared under section 161 or 165””" The noble Lord said: This is a probing amendment to seek clarification. It is understood that the purpose of Clause 159(3) is to avoid a director having to obtain an authorisation under Clause 159 as well...

A failure to declare an interest in a transaction or an arrangement with the company that could reasonably be regarded as likely to give rise to a conflict of interests would already be a breach of Clauses 161 or 165 unless one of the exceptions applied. It would confuse matters if such a failure...

A failure to declare an interest in a transaction or an arrangement with the company that could reasonably be regarded as likely to give rise to a conflict of interests would already be a breach of Clauses 161 or 165 unless one of the exceptions applied. It would confuse matters if such a failure...

moved Amendment No. 163:"Page 69, line 23, at end insert ““, and" (   )   the duty to settle all taxation liabilities arising upon the company under the legislation of any country or territory in which the company may operate, having apportioned income in accordance with best accounting practice to that country or territory within...

moved Amendment No. 163:"Page 69, line 23, at end insert ““, and" (   )   the duty to settle all taxation liabilities arising upon the company under the legislation of any country or territory in which the company may operate, having apportioned income in accordance with best accounting practice to that country or territory within...

How could I fail to rise to such friendly bait? Perhaps my noble friend will examine with me what he seeks to do with the clause. In a sense, he is dealing with two different aspects, which I fully respect and understand. One concerns a company meeting its tax liabilities in this...

How could I fail to rise to such friendly bait? Perhaps my noble friend will examine with me what he seeks to do with the clause. In a sense, he is dealing with two different aspects, which I fully respect and understand. One concerns a company meeting its tax liabilities in this...

I support the amendment in the name of the noble Lord, Lord Freeman. From his remarks, I guess that he is also supporting the amendment in my name and that of my noble friend Lord Sharman. I strongly agreed with the opening remarks of the noble Lord, Lord Freeman, and the response of the noble...

I support the amendment in the name of the noble Lord, Lord Freeman. From his remarks, I guess that he is also supporting the amendment in my name and that of my noble friend Lord Sharman. I strongly agreed with the opening remarks of the noble Lord, Lord Freeman, and the response of the noble...

moved Amendment No. 159:"Page 69, line 10, leave out subsections (2) and (3)." The noble Lord said: Amendment No. 159 deals with the exclusion from the general reference in Clause 156(1) of companies which are clearly not for profit—for example, public interest companies and charitable companies with obligations and duties set down and agreed by...

moved Amendment No. 159:"Page 69, line 10, leave out subsections (2) and (3)." The noble Lord said: Amendment No. 159 deals with the exclusion from the general reference in Clause 156(1) of companies which are clearly not for profit—for example, public interest companies and charitable companies with obligations and duties set down and agreed by...

I suspect, if I may be so bold as to suggest it, that when the noble Lord, Lord Sharman, is coming to a judgment, performing his role as a director or chairman of a public company, he is doing precisely what is laid out in this provision. He is having regard to the...

I suspect, if I may be so bold as to suggest it, that when the noble Lord, Lord Sharman, is coming to a judgment, performing his role as a director or chairman of a public company, he is doing precisely what is laid out in this provision. He is having regard to the...

It is Peter Mandelson again.

It is Peter Mandelson again.

The Attorney-General very helpfully drafted an important section of the guide that is to come, dealing with Clause 156. I shall paraphrase his words, to get the substance rather than the precise wording of his advice. Success means what the majority of members decides it to mean, and it is they who...

The Attorney-General very helpfully drafted an important section of the guide that is to come, dealing with Clause 156. I shall paraphrase his words, to get the substance rather than the precise wording of his advice. Success means what the majority of members decides it to mean, and it is they who...