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Baroness Shephard of Northwold: My Lords, perhaps the Minister can address the question posed directly by the noble Baroness and indirectly by my noble friend, which is this: if PCTs were such a good idea three years ago, why are they not now? What has the cost been to the taxpayer of this experiment?

Lord Warner: My Lords, let me remind the noble Baroness that before the election many PCTs were queuing up to merge because they had found that they could not discharge their obligations effectively and some had struggled with recruiting staff. This issue has been put into the public arena on a number of occasions. The situation has changed since PCTs were introduced. As I have said, we have practice-based commissioning coming along and the focus on commissioning services is much stronger now than was previously the case. We think the time is right to make this change now so that we can have a strong commissioning function. Alongside the changes caused by the introduction of foundation trusts and a national tariff through payment by results, we need a strong commissioning function. It is a new equation which has to be taken into account in making changes now.

Baroness Tonge: My Lords, what does the Minister understand to be the difference between practice-based commissioning and GP fund-holding?

Lord Warner: My Lords, the key difference is that GP fund-holding allowed people to keep the surpluses they engineered for their own purposes. Practice-based commissioning enables GPs, when they drive a more efficient array of services for their patients, to redeploy the surpluses into new services for patients.

Baroness Masham of Ilton: My Lords, what is the position in regard to the splendid work of the air ambulances? Many of these are voluntarily funded and
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when there is change there is always some uncertainty. Will the Minister tell the House the position? I know that a life was saved yesterday by one of them.

Lord Warner: My Lords, there are no proposals which in any way adversely affect the splendid work done by the air ambulance services. The noble Baroness may know that we have been putting more public funding into air ambulances over the past year or so. I shall write to her with more details of that.

Lord Mackie of Benshie: My Lords, will the Minister say a little more about co-ordinating the larger areas? In country areas and in towns, it is most important that ambulance service drivers know where all the houses are. If you have a large area and you are going to save money, you will have spare drivers who you can allocate around. But this is not good enough because there is no question that the speed at which an ambulance arrives at any accident or illness is very important, particularly in country areas. I should like an assurance that this fact will be taken into account.

Lord Warner: My Lords, as I said in response to an earlier question, there are no proposals in these changes to alter the location of ambulance stations, which are the places from where people drive ambulances to provide services to patients. It is true that across the country already there is a significant variation in the types of vehicles being used, but increasingly across the whole of the ambulance service satellite navigation systems are in place which enable people to find their way by the quickest routes. We also know that no ambulance trust will put people in charge of ambulances without the appropriate training to ensure that they can meet the kinds of requirements that the public expect.

Lord Colwyn: My Lords, will these changes have any effect on the commissioning of dental services from PCTs?

Lord Warner: My Lords, we have of course ring-fenced the money for dental service changes. The current PCTs are making a good job of commissioning services where there is a need, and this will continue under the new arrangements.

Company Law Reform Bill [HL]

5.47 pm

Further consideration of amendments on Report resumed.

The Parliamentary Under-Secretary of State, Department of Trade and Industry (Lord Sainsbury of Turville) moved Amendment No. 443:


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(1) Every company must deliver to the registrar successive annual returns each of which is made up to a date not later than the date that is from time to time the company's return date.
(2) The company's return date is—
(a) the anniversary of the company's incorporation, or
(b) if the company's last return delivered in accordance with this Part was made up to a different date, the anniversary of that date.
(3) Each return must—
(a) contain the information required by or under the following provisions of this Part, and
(b) be delivered to the registrar within 28 days after the date to which it is made up."

The noble Lord said: My Lords, in moving Amendment No. 443, I shall speak also to Amendments Nos. 444 to 448, 495 and 497.

The proposed new clauses in Amendments Nos. 443 to 448 replace the provisions in the 1985 Act which deal with the annual returns companies must make to the Registrar of Companies. The clauses retain the existing requirement for a company to file every year a return that, in effect, updates key information required for the public record. It is a relatively simple and effective way of ensuring that the public record is kept up-to-date. To minimise the burden on companies, Companies House provides most companies with a provisional return which already includes much of the current information held by the registrar and which is required to be included in the annual return. This helps the company concerned because it simply needs to check and amend its information, either on a computer screen or by marking up changes on a paper form. The majority of companies now perform this task on line.

The clauses do not change the existing requirements as to what information is required, and they retain the power for regulations to change these requirements. However, this power differs from the existing power in that it specifically provides for regulations to make exceptions from the general requirements.

At present, the annual returns of companies with shareholders are required to provide the names and addresses of all who hold shares in the company or did so during the year covered by the return, together with details of their holdings. When in future, as the Bill provides, companies will be able to apply to the courts to be relieved from the obligation to provide a copy of their register of members if it is not sought for a proper purpose, I fear it is inevitable that those who want members' addresses for other purposes will look elsewhere and probably seek to get them from Companies House instead. We intend to use the power taken in Amendment No. 446 to prevent that.

Subject to consultation, we propose that for private companies with a share capital, the prescribed details to be included in the annual return should exclude addresses of members. That information will still be available from the company, but only if it is sought for a proper purpose. For public companies, we propose that there be an exemption from the requirement for all members' details to be included in the annual return if the prescribed information is provided for those who
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have held a significant holding during the year in question. Our consultation will also seek views on what the prescribed information should be.

Amendments Nos. 495 and 497 are consequential to Amendments No. 443 to 448 and ensure the cross references are correct. I beg to move.

On Question, amendment agreed to.

Lord Sainsbury of Turville moved Amendments Nos. 444 to 448:

(1) Every annual return must state the date to which it is made up and contain the following information—
(a) the address of the company's registered office;
(b) the type of company it is and its principal business activities;
(c) the prescribed particulars of—
(i) the directors of the company, and
(ii) in the case of a public company, the secretary or joint secretaries;
(d) if the register of members is not kept available for inspection at the company's registered office, the address of the place where it is kept available for inspection;
(e) if any register of debenture holders (or a duplicate of any such register or a part of it) is not kept available for inspection at the company's registered office, the address of the place where it is kept available for inspection.
(2) The information as to the company's type must be given by reference to the classification scheme prescribed for the purposes of this section.
(3) The information as to the company's principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities."
After Clause 623, insert the following new clause—
(1) The annual return of a company having a share capital must also contain—
(a) a statement of capital, and
(b) the particulars required by subsections (3) to (6) about the members of the company.
(2) The statement of capital must state with respect to the company's share capital at the date to which the return is made up—
(a) the total number of shares of the company,
(b) the aggregate nominal value of those shares,
(c) for each class of shares—
(i) prescribed particulars of the rights attached to the shares,
(ii) the total number of shares of that class, and
(iii) the aggregate nominal value of shares of that class, and
(d) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).
(3) The return must contain the prescribed particulars of every person who—
(a) is a member of the company on the date to which the return is made up, or
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(b) has ceased to be a member of the company since the date to which the last return was made up (or, in the case of the first return, since the incorporation of the company).
The return must conform to such requirements as may be prescribed for the purpose of enabling the entries relating to any given person to be easily found.
(4) The return must also state—
(a) the number of shares of each class held by each member of the company at the date to which the return is made up,
(b) the number of shares of each class transferred—
(i) since the date to which the last return was made up, or
(ii) in the case of the first return, since the incorporation of the company,
by each member or person who has ceased to be a member, and
(c) the dates of registration of the transfers.
(5) If either of the two immediately preceding returns has given the full particulars required by subsections (3) and (4), the return need only give such particulars as relate—
(a) to persons ceasing to be or becoming members since the date of the last return, and
(b) to shares transferred since that date.
(6) Where the company has converted any of its shares into stock, the return must give the corresponding information in relation to that stock, stating the amount of stock instead of the number or nominal value of shares."
After Clause 623, insert the following new clause—
(1) The Secretary of State may by regulations make further provision as to the information to be given in a company's annual return.
(2) The regulations may—
(a) amend or repeal the provisions of sections (Contents of annual return: general) and (Contents of annual return: information about share capital and shareholders), and
(b) provide for exceptions from the requirements of those sections as they have effect from time to time.
(3) Regulations under this section are subject to negative resolution procedure."
After Clause 623, insert the following new clause—
(1) If a company fails to deliver an annual return before the end of the period of 28 days after a return date, an offence is committed by—
(a) the company,
(b) subject to subsection (4)—
(i) every director of the company, and
(ii) in the case of a public company, every secretary of the company, and
(c) every other officer of the company who is in default.
(2) A person guilty of an offence under subsection (1) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(3) The contravention continues until such time as an annual return made up to that return date is delivered by the company to the registrar.
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(4) It is a defence for a director or secretary charged with an offence under subsection (1)(b) to prove that he took all reasonable steps to avoid the commission or continuation of the offence.
(5) In the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under subsection (1) in relation to the initial contravention but is in default in relation to the continued contravention.
A person guilty of an offence under this subsection is liable on summary conviction to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and he is in default.
(6) References in this section to delivery of a return to the registrar are to the delivery of a return in relation to which all the requirements mentioned in section 693(1) (requirements for proper delivery) are complied with."
After Clause 623, insert the following new clause—
For the purposes of this Part a shadow director is treated as a director."

On Question, amendments agreed to.

Clause 625 [Rules]:

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