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18 Oct 2006 : Column 979

Margaret Hodge: I do not take that point, because any system would try to ensure that every shareholder has the right to engage in deliberations around resolutions that a company might take. Indirect shareholders, who may hold shares through pension funds or mechanisms such as personal equity plans, should have those rights, which is a point addressed elsewhere in the Bill. The extent to which their views will influence the ultimate decision of the company depends on the extent of their shareholding. We want to extend shareholder engagement, and it is important to do so through indirect shareholder engagement, particularly because more than half of shares are held indirectly.

The hon. Member for Hornchurch (James Brokenshire) first raised amendment No. 418 in Committee, and it would remove an element of flexibility for no good reason. We discussed whether notice could be given by phone rather than in writing, although I accept the point made by Conservative Members that notice needs to be provided to members of a resolution being tabled or of a meeting being held. We have taken that point, but the issue is flexibility.

Mr. Djanogly: I thank the Minister for taking the point, but how does she intend to deal with it?

Margaret Hodge: As we have in the Bill, not as phrased in the amendment.

Amendments Nos. 419, 420 and 421 would put us in an odd position. Amendments Nos. 419 and 420 suggest that we are against regulation and legislation while the Conservatives are for it, whereas amendment No. 421 suggests that we are for it and they are against it. That shows the oddity of political decision making. We do not think it necessary to legislate in the way that the hon. Gentleman suggests. However, I am happy to ensure that his views about the combined code on corporate governance go to the Financial Reporting Council, which is responsible for ensuring that the code is in place.

Amendment No. 421 is the Opposition’s fifth attempt to remove the provisions giving members the power to require an independent report on a poll. Let me address the key objections that Conservative Members have expressed before. I hope that they will, at this eleventh hour, accept what I say, which is still valid. First, they express concern about the impact of a delay between the meeting and the completion of the independent report on the poll. In my view, that is overstated. The report is not intended to delay company action arising from the meeting. It cannot in itself undo resolutions passed or rejected at a meeting—its purpose is to satisfy shareholders about the accuracy and integrity of the polling process.

Secondly, Conservative Members question the sanction that the company could suffer if the report is unfavourable. The provisions are intended to deliver the greater transparency that my hon. Friend the Member for Great Grimsby seeks and to enhance shareholder engagement. The facility to challenge and to have an independent report provides a vehicle for openness. It allows shareholders to expose any problem
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in the company’s voting processes. It is not entirely fail-safe, but this level of accountability to shareholders should ensure proper practice in the exercise of polls.

Thirdly, Conservative Members raise the regulatory and cost burdens. The provisions are entirely consistent with our deregulation and better regulation agenda. They empower shareholders with an additional tool by which to hold directors to account. The provisions apply only to quoted companies—around 1,300 or 1,400 in all. Shareholders of companies with good, transparent voting processes in place are less likely to ask for independent reports.

Mr. Djanogly: Has the Minister had any indication that these provisions will be used? Has anyone requested them?

Margaret Hodge: If they are not used, the objection to them will never become reality, but they remain a tool that could be used. The hon. Gentleman should accept the existence of this mechanism, which will ensure that the conduct of directors in pursuing issues is above board and in order. If it is not, shareholders can employ the mechanism, should they so desire, to ensure that they are properly dealt with. We have put this measure in place to ensure much better shareholder engagement in the processes of a company undertaking its business. I am rather surprised that Conservative Members feel that they have to come back to this time and again and at the final hurdle say, “Actually, we do not think this provision is going to be used at all, so why are you putting it into the Bill?” That is a rather weak argument against a measure that will ensure that shareholders have the rights that we wish them to have in engaging in a proper way. If those rights are ever challenged, they can take advantage of the provisions in this part of the Bill. I ask hon. Members to reject amendment No. 421.

The Government new clauses and amendments would deliver greater transparency, enhance shareholder engagement and ensure the realisation of the corporate governance objectives that we all support. If we want to encourage more shareholders to exercise their vote, we need to empower them with the necessary tools so that their vote counts.

I therefore urge hon. Members to accept the Government new clauses and amendments and reject the others.

Question put and agreed to.

Clause read a Second time, and added to the Bill.

It being Seven o’clock, Mr. Speaker, put forthwith the Questions necessary for the disposal of business to be concluded at that hour, pursuant to Order [17 October].

Question, That new clause 14 be brought up, read the First and Second time, and added to the Bill, and that Government amendments Nos. 643 and 301 be made, put and agreed to.

Amendment proposed: No. 355, in clause 307, page 142, line 23 , at end insert—

‘( ) Nothing in this Chapter affects a provision of a company’s articles which provides for a resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting, or at a meeting of any class of members of the company, at which he
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was present (whether such resolution consists of one instrument executed by or on behalf of each such member or of several instruments in the like form each executed by or on behalf of one or more such members) to be as effectual as if it had been passed at a general meeting, or at a meeting of any class of members of the company, duly convened and held. A resolution in writing passed in accordance with such a provision of the company’s articles shall be treated as if it were a “written resolution” for the purposes of this Chapter.’.— [Mr. Djanogly.]

Question put, That the amendment be made:—

The House divided: Ayes 203, Noes 288.
Division No. 315]
[7 pm


Afriyie, Adam
Ainsworth, Mr. Peter
Amess, Mr. David
Ancram, rh Mr. Michael
Arbuthnot, rh Mr. James
Atkinson, Mr. Peter
Bacon, Mr. Richard
Baldry, Tony
Barker, Gregory
Baron, Mr. John
Barrett, John
Beith, rh Mr. Alan
Bellingham, Mr. Henry
Benyon, Mr. Richard
Blunt, Mr. Crispin
Bone, Mr. Peter
Boswell, Mr. Tim
Brady, Mr. Graham
Brake, Tom
Brazier, Mr. Julian
Brokenshire, James
Browning, Angela
Bruce, rh Malcolm
Burns, Mr. Simon
Burrowes, Mr. David
Burstow, Mr. Paul
Burt, Alistair
Burt, Lorely
Butterfill, Sir John
Cable, Dr. Vincent
Campbell, rh Sir Menzies
Carswell, Mr. Douglas
Clappison, Mr. James
Clark, Greg
Clegg, Mr. Nick
Clifton-Brown, Mr. Geoffrey
Cox, Mr. Geoffrey
Crabb, Mr. Stephen
Curry, rh Mr. David
Davies, David T.C. (Monmouth)
Davies, Philip
Davies, Mr. Quentin
Djanogly, Mr. Jonathan
Dorrell, rh Mr. Stephen
Dorries, Mrs. Nadine
Duddridge, James
Duncan, Mr. Alan
Duncan Smith, rh Mr. Iain
Evans, Mr. Nigel
Evennett, Mr. David
Fabricant, Michael
Fallon, Mr. Michael
Farron, Tim
Field, Mr. Mark
Foster, Mr. Don
Francois, Mr. Mark
Gale, Mr. Roger
Garnier, Mr. Edward
Gauke, Mr. David
George, Andrew
Gibb, Mr. Nick
Gidley, Sandra
Goldsworthy, Julia
Goodman, Mr. Paul
Goodwill, Mr. Robert
Gove, Michael
Gray, Mr. James
Grayling, Chris
Green, Damian
Greening, Justine
Grieve, Mr. Dominic
Gummer, rh Mr. John
Hammond, Mr. Philip
Hammond, Stephen
Hands, Mr. Greg
Harper, Mr. Mark
Harris, Dr. Evan
Harvey, Nick
Hayes, Mr. John
Heald, Mr. Oliver
Heathcoat-Amory, rh Mr. David
Hemming, John
Hendry, Charles
Herbert, Nick
Hoban, Mr. Mark
Hogg, rh Mr. Douglas
Hollobone, Mr. Philip
Holloway, Mr. Adam
Holmes, Paul
Horam, Mr. John
Hosie, Stewart
Howard, rh Mr. Michael
Howarth, David
Howarth, Mr. Gerald
Hughes, Simon
Huhne, Chris
Hunt, Mr. Jeremy
Hunter, Mark
Hurd, Mr. Nick
Jack, rh Mr. Michael
Jackson, Mr. Stewart
Jenkin, Mr. Bernard

Jones, Mr. David
Kawczynski, Daniel
Keetch, Mr. Paul
Key, Robert
Kirkbride, Miss Julie
Kramer, Susan
Lait, Mrs. Jacqui
Lancaster, Mr. Mark
Lansley, Mr. Andrew
Laws, Mr. David
Leech, Mr. John
Leigh, Mr. Edward
Letwin, rh Mr. Oliver
Lewis, Dr. Julian
Lidington, Mr. David
Lilley, rh Mr. Peter
Llwyd, Mr. Elfyn
Luff, Peter
Mackay, rh Mr. Andrew
Maclean, rh David
Main, Anne
Malins, Mr. Humfrey
Maples, Mr. John
May, rh Mrs. Theresa
McIntosh, Miss Anne
McLoughlin, rh Mr. Patrick
Mercer, Patrick
Moss, Mr. Malcolm
Mulholland, Greg
Murrison, Dr. Andrew
Newmark, Mr. Brooks
O'Brien, Mr. Stephen
Oaten, Mr. Mark
Ottaway, Richard
Paice, Mr. James
Paterson, Mr. Owen
Penning, Mike
Penrose, John
Pickles, Mr. Eric
Price, Adam
Prisk, Mr. Mark
Pritchard, Mark
Randall, Mr. John
Redwood, rh Mr. John
Reid, Mr. Alan
Rennie, Willie
Robathan, Mr. Andrew
Robertson, Hugh
Rogerson, Mr. Dan
Rowen, Paul
Ruffley, Mr. David
Russell, Bob
Sanders, Mr. Adrian
Scott, Mr. Lee
Selous, Andrew
Shapps, Grant
Simmonds, Mark
Simpson, Mr. Keith
Smith, Sir Robert
Soames, Mr. Nicholas
Spelman, Mrs. Caroline
Spicer, Sir Michael
Spink, Bob
Spring, Mr. Richard
Stanley, rh Sir John
Steen, Mr. Anthony
Stuart, Mr. Graham
Stunell, Andrew
Swayne, Mr. Desmond
Swinson, Jo
Swire, Mr. Hugo
Syms, Mr. Robert
Tapsell, Sir Peter
Taylor, Mr. Ian
Taylor, Matthew
Taylor, Dr. Richard
Teather, Sarah
Thurso, John
Turner, Mr. Andrew
Tyrie, Mr. Andrew
Vaizey, Mr. Edward
Vara, Mr. Shailesh
Viggers, Peter
Villiers, Mrs. Theresa
Wallace, Mr. Ben
Walter, Mr. Robert
Watkinson, Angela
Webb, Steve
Wiggin, Bill
Willetts, Mr. David
Williams, Hywel
Williams, Mark
Williams, Mr. Roger
Williams, Stephen
Willott, Jenny
Wilson, Mr. Rob
Wright, Jeremy
Yeo, Mr. Tim
Young, rh Sir George
Younger-Ross, Richard
Tellers for the Ayes:

Mr. Tobias Ellwood and
Andrew Rosindell

Abbott, Ms Diane
Ainger, Nick
Ainsworth, rh Mr. Bob
Allen, Mr. Graham
Anderson, Janet
Armstrong, rh Hilary
Atkins, Charlotte
Austin, Mr. Ian
Bailey, Mr. Adrian
Baird, Vera
Banks, Gordon
Barlow, Ms Celia
Barron, rh Mr. Kevin
Battle, rh John
Bayley, Hugh
Begg, Miss Anne
Benn, rh Hilary
Benton, Mr. Joe
Berry, Roger
Blackman, Liz
Blackman-Woods, Dr. Roberta
Blears, rh Hazel
Blizzard, Mr. Bob
Borrow, Mr. David S.
Bradshaw, Mr. Ben
Brown, rh Mr. Nicholas
Brown, Mr. Russell
Browne, rh Des
Bryant, Chris
Buck, Ms Karen
Burden, Richard
Burgon, Colin
Burnham, Andy
Butler, Ms Dawn

Byrne, Mr. Liam
Cairns, David
Campbell, Mr. Alan
Campbell, Mr. Ronnie
Caton, Mr. Martin
Cawsey, Mr. Ian
Chapman, Ben
Chaytor, Mr. David
Clapham, Mr. Michael
Clark, Ms Katy
Clark, Paul
Clarke, rh Mr. Charles
Clarke, rh Mr. Tom
Clelland, Mr. David
Coaker, Mr. Vernon
Coffey, Ann
Cohen, Harry
Connarty, Michael
Cooper, Yvette
Corbyn, Jeremy
Cousins, Jim
Crausby, Mr. David
Creagh, Mary
Cruddas, Jon
Cryer, Mrs. Ann
Cummings, John
Cunningham, Mr. Jim
Curtis-Thomas, Mrs. Claire
Darling, rh Mr. Alistair
David, Mr. Wayne
Davidson, Mr. Ian
Dean, Mrs. Janet
Devine, Mr. Jim
Dismore, Mr. Andrew
Dobbin, Jim
Donohoe, Mr. Brian H.
Doran, Mr. Frank
Dowd, Jim
Drew, Mr. David
Dunwoody, Mrs. Gwyneth
Eagle, Angela
Efford, Clive
Ellman, Mrs. Louise
Engel, Natascha
Ennis, Jeff
Farrelly, Paul
Field, rh Mr. Frank
Fisher, Mark
Fitzpatrick, Jim
Flello, Mr. Robert
Flint, Caroline
Flynn, Paul
Follett, Barbara
Foster, Michael Jabez (Hastings and Rye)
Francis, Dr. Hywel
Gapes, Mike
George, rh Mr. Bruce
Gerrard, Mr. Neil
Gibson, Dr. Ian
Gilroy, Linda
Godsiff, Mr. Roger
Goodman, Helen
Griffith, Nia
Grogan, Mr. John
Gwynne, Andrew
Hall, Mr. Mike
Hall, Patrick
Hamilton, Mr. David
Hamilton, Mr. Fabian
Hanson, Mr. David
Harman, rh Ms Harriet
Harris, Mr. Tom
Henderson, Mr. Doug
Hendrick, Mr. Mark
Heppell, Mr. John
Hesford, Stephen
Heyes, David
Hill, rh Keith
Hillier, Meg
Hodge, rh Margaret
Hodgson, Mrs. Sharon
Hoey, Kate
Hood, Mr. Jimmy
Hoon, rh Mr. Geoffrey
Hope, Phil
Hopkins, Kelvin
Howarth, rh Mr. George
Hoyle, Mr. Lindsay
Humble, Mrs. Joan
Hutton, rh Mr. John
Iddon, Dr. Brian
Ingram, rh Mr. Adam
Irranca-Davies, Huw
Jackson, Glenda
Jenkins, Mr. Brian
Johnson, Ms Diana R.
Jones, Helen
Jones, Mr. Kevan
Jones, Lynne
Jones, Mr. Martyn
Jowell, rh Tessa
Joyce, Mr. Eric
Kaufman, rh Sir Gerald
Keeley, Barbara
Keen, Alan
Keen, Ann
Kelly, rh Ruth
Kemp, Mr. Fraser
Kennedy, rh Jane
Khabra, Mr. Piara S.
Khan, Mr. Sadiq
Kidney, Mr. David
Knight, Jim
Kumar, Dr. Ashok
Ladyman, Dr. Stephen
Lammy, Mr. David
Laxton, Mr. Bob
Lazarowicz, Mark
Lepper, David
Levitt, Tom
Linton, Martin
Lloyd, Tony
Love, Mr. Andrew
Lucas, Ian
Mackinlay, Andrew
MacShane, rh Mr. Denis
Mactaggart, Fiona
Mahmood, Mr. Khalid
Malik, Mr. Shahid
Mallaber, Judy
Mann, John
Marris, Rob
Marsden, Mr. Gordon
Marshall, Mr. David
Martlew, Mr. Eric
McAvoy, rh Mr. Thomas
McCabe, Steve
McCafferty, Chris
McCarthy, Kerry
McCarthy-Fry, Sarah
McCartney, rh Mr. Ian
McDonnell, John
McFadden, Mr. Pat

McGovern, Mr. Jim
McGrady, Mr. Eddie
McGuire, Mrs. Anne
McIsaac, Shona
McKechin, Ann
McKenna, Rosemary
McNulty, Mr. Tony
Meacher, rh Mr. Michael
Meale, Mr. Alan
Merron, Gillian
Michael, rh Alun
Miliband, rh David
Miliband, Edward
Miller, Andrew
Mitchell, Mr. Austin
Moffatt, Laura
Mole, Chris
Moon, Mrs. Madeleine
Moran, Margaret
Morden, Jessica
Morgan, Julie
Morley, Mr. Elliot
Mountford, Kali
Mudie, Mr. George
Mullin, Mr. Chris
Munn, Meg
Murphy, Mr. Jim
Naysmith, Dr. Doug
O'Brien, Mr. Mike
O'Hara, Mr. Edward
Olner, Mr. Bill
Osborne, Sandra
Palmer, Dr. Nick
Pearson, Ian
Plaskitt, Mr. James
Pope, Mr. Greg
Prentice, Bridget
Prentice, Mr. Gordon
Primarolo, rh Dawn
Prosser, Gwyn
Purchase, Mr. Ken
Purnell, James
Rammell, Bill
Raynsford, rh Mr. Nick
Reed, Mr. Jamie
Riordan, Mrs. Linda
Robertson, John
Robinson, Mr. Geoffrey
Rooney, Mr. Terry
Roy, Mr. Frank
Ruane, Chris
Ruddock, Joan
Russell, Christine
Ryan, Joan
Salter, Martin
Seabeck, Alison
Shaw, Jonathan
Sheerman, Mr. Barry
Sheridan, Jim
Simon, Mr. Siôn
Simpson, Alan
Singh, Mr. Marsha
Skinner, Mr. Dennis
Slaughter, Mr. Andrew
Smith, rh Mr. Andrew
Smith, rh Jacqui
Smith, John
Snelgrove, Anne
Soulsby, Sir Peter
Southworth, Helen
Spellar, rh Mr. John
Stewart, Ian
Stoate, Dr. Howard
Strang, rh Dr. Gavin
Stringer, Graham
Stuart, Ms Gisela
Tami, Mark
Taylor, Ms Dari
Taylor, David
Thomas, Mr. Gareth
Thornberry, Emily
Timms, rh Mr. Stephen
Tipping, Paddy
Todd, Mr. Mark
Touhig, rh Mr. Don
Trickett, Jon
Truswell, Mr. Paul
Turner, Dr. Desmond
Turner, Mr. Neil
Twigg, Derek
Ussher, Kitty
Vis, Dr. Rudi
Walley, Joan
Waltho, Lynda
Wareing, Mr. Robert N.
Watson, Mr. Tom
Watts, Mr. Dave
Whitehead, Dr. Alan
Williams, rh Mr. Alan
Williams, Mrs. Betty
Wills, Mr. Michael
Winnick, Mr. David
Winterton, rh Ms Rosie
Wood, Mike
Woodward, Mr. Shaun
Woolas, Mr. Phil
Wright, Mr. Anthony
Wright, David
Wright, Mr. Iain
Wright, Dr. Tony
Wyatt, Derek
Tellers for the Noes:

Mr. Michael Foster and
Tony Cunningham
Question accordingly negatived.
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18 Oct 2006 : Column 983

18 Oct 2006 : Column 984

Question, That Government amendments Nos. 443, 302, 348, 349, 444 to 446, 350 and 269 be made, put and agreed to.

Bill, as amended in the Standing Committee, to be further considered tomorrow.

Mr. Speaker: Will hon. Members please leave the Chamber quietly?

18 Oct 2006 : Column 985


Off-road Bikes

7.16 pm

Ian Stewart (Eccles) (Lab): I am pleased to have the opportunity to present a petition initiated by my constituent, Mrs. Maureen Dunleavy. My constituents do not want to stop the safe and legal riding of mini motos, but they want the dangerous and illegal riding of them to end. They do not want local residents to be at risk on pavements, or to be kept up late at night by the noise. They want the police to take firm action, using the powers that they already have, to curb the high-speed riders. I commend the petition of the people of Irlam and Cadishead, signed by more than 300 residents, to the House. It declares:

To lie upon the Table.

Post Office Card Account

7.18 pm

Mr. Geoffrey Cox (Torridge and West Devon) (Con): I have the honour to present the petition of 6,222 of my constituents in Torridge and West Devon who fear that the withdrawal of the Post Office card account and the continuous erosion of the services that sub-post offices provide will destroy their viability as small
18 Oct 2006 : Column 986
businesses. They plead with the Government for an enlightened recognition of both their social value to rural communities and the compelling case to preserve them. The petition reads:

To lie upon the Table.

7.19 pm

Mr. Philip Hollobone (Kettering) (Con): I have the honour to submit a petition on behalf of Mr. Stan White and some 200 other customers of the Rothwell post office, some of whose customers, including the sub-postmaster, were in the Houses of Parliament earlier today.

The petition declares:

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