Clause 277
Company Law Reform Bill [Lords]
10:15 am

James Brokenshire (Hornchurch, Conservative)

I beg to move amendment No. 337, in clause 277, page 127, line 36, at end add

‘as certified by the company's auditors from time to time.'.

John Bercow (Buckingham, Conservative)

With this it will be convenient to discuss the following amendments: No. 240, in clause 299, page 134, line 44, leave out ‘public'.

No. 241, in clause 299, page 135, line 4, leave out ‘in complying' and insert

‘incurred in printing and distributing a statement so as to comply'.

No. 242, in clause 299, page 135, line 7, leave out paragraph (b).

James Brokenshire (Hornchurch, Conservative)

The clause relates to the cost of circulating a written resolution requisitioned by shareholders. A company is not bound to comply unless there is deposited or tendered a sum reasonably sufficient to meet its expenses in so doing. Protection for shareholders is therefore provided in respect of this issue. What is the cost likely to be? The company appears to have an upper hand in negotiation. It is not bound to comply unless it has received the requisite sum. The amendment seeks to ensure that there is some sort of audit protection of the amount. The company should not be able to abuse its position by stating that it needs a certain sum to comply with the relevant requirements and in so doing prevents the shareholders from exercising their rights.

There is a slightly different approach with regard to the members’ statements at the annual general meeting in clause 299.