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Lord Hodgson of Astley Abbotts: My Lords, I am grateful to the Minister for that response. I take at least half the blame, having got the wrong amendment down in the first place. I understand the wish we share to facilitate electronic communications as a means of saving money. That is a perfectly clear and sensible way to proceed. The noble Lord made a number of points—for example, that a member can withdraw at any time and that powers exist under Clause 762. I understand that. Is it likely that those facts will be shown on the website? Ordinary shareholders coming to the website will not be aware of the privileges and powers that exist for them under Clause 762. It would be helpful if the website stated, "If you want this in hard copy, you may apply for it". Is it part of the
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Government's thinking that if people wish to take advantage of such things, they will be encouraged to think of alternative ways?
Lord Sainsbury of Turville: My Lords, I would like to think that the Government had thought in that detail on this particular issue. I doubt if we have. I would have thought that companies would very much want to do that as a customer service and put that on the website.
Lord Hodgson of Astley Abbotts: My Lords, it would be helpful as a means of maintaining good and proper communication between the company and its shareholders. I am grateful to the Minister. We can take this no further and I beg leave to withdraw the amendment.
Amendment, by leave, withdrawn.
Clause 763 [Requirement of authentication]:
Lord Sainsbury of Turville moved Amendment No. 490A:
"REQUIREMENT OF AUTHENTICATION
(1) This section applies in relation to the authentication of a document or information sent or supplied by a person to a company.
(2) A document or information sent or supplied in hard copy form is sufficiently authenticated if it is signed by the person sending or supplying it.
(3) A document or information sent or supplied in electronic form is sufficiently authenticated—
(a) if the identity of the sender is confirmed in a manner specified by the company, or
(b) where no such manner has been specified by the company, if the communication contains or is accompanied by a statement of the identity of the sender and the company has no reason to doubt the truth of that statement.
(4) Where a document or information is sent or supplied by one person on behalf of another, nothing in this section affects any provision of the company's articles under which the company may require reasonable evidence of the authority of the former to act on behalf of the latter."
The noble Lord said: My Lords, in moving Amendment No. 490A I shall speak also to Amendments Nos. 490B and 490C. These amendments seek to address the concerns raised by the noble Lords, Lord Hodgson and Lord Sharman, in Grand Committee, relating to two important aspects of the company communications provisions of the Bill.
Amendment No. 490A deals with the authentication of documents by one person on another's behalf. It makes clear that companies can require proof of authority to act and, in doing so, puts beyond doubt that authentication of documents by one person on another's behalf is permitted. Amendment No. 490B deals with deemed delivery of website communications and makes additional provision for opting out of default rules about deemed delivery. Amendment No. 490C is a consequential amendment. Clause 765 is what currently deals with deemed delivery. We are
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bringing the rules on deemed delivery clearly within the company communications provisions of the Bill. I beg to move.
On Question, amendment agreed to.
Lord Sainsbury of Turville moved Amendment No. 490B:
"DEEMED DELIVERY OF DOCUMENTS AND INFORMATION
(1) This section applies in relation to documents and information sent or supplied by a company.
(2) Where—
(a) the document or information is sent by post (whether in hard copy or electronic form) to an address in the United Kingdom, and
(b) the company is able to show that it was properly addressed, prepaid and posted,
it is deemed to have been received by the intended recipient 48 hours after it was posted.
(3) Where—
(a) the document or information is sent or supplied by electronic means, and
(b) the company is able to show that it was properly addressed,
it is deemed to have been received by the intended recipient 48 hours after it was sent.
(4) Where the document or information is sent or supplied by means of a website, it is deemed to have been received by the intended recipient—
(a) when the material was first made available on the website, or
(b) if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
(5) In calculating a period of hours for the purposes of this section, no account shall be taken of any part of a day that is not a working day.
(6) This section has effect subject to—
(a) any contrary provision of the Companies Acts;
(b) in its application to documents or information sent or supplied by a company to its members, any contrary provision of the company's articles;
(c) in its application to documents or information sent or supplied by a company to its debentures holders, any contrary provision in the instrument constituting the debentures;
(d) in its application to documents or information sent or supplied by a company to a person otherwise than in his capacity as a member or debenture holder, any contrary provision in an agreement between the company and that person."
On Question, amendment agreed to.
Clause 765 [Deemed delivery of documents and information sent by post or electronic means]:
Lord Sainsbury of Turville moved Amendment No. 490C:
On Question, amendment agreed to.
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Clause 766 [Duty to notify registrar of certain appointments etc]:
Lord Sainsbury of Turville moved Amendment No. 491:
On Question, amendment agreed to.
Clause 767 [Offence of failure to give notice]:
Lord Sainsbury of Turville moved Amendment No. 491A:
The noble Lord said: My Lords, this amendment introduces a specific deadline for complying with the requirement to notify the appointment of a judicial factor. It is needed so that the requirement is clear and can be enforced. I beg to move.
On Question, amendment agreed to.
Clause 769 [Power of court to grant relief in certain cases]:
Baroness Noakes moved Amendment No. 492:
On Question, amendment agreed to.
Clause 770 [Meaning of "undertaking" and related expressions]:
Lord Sainsbury of Turville moved Amendment No. 493:
On Question, amendment agreed to.
Clause 771 [Parent and subsidiary undertakings]:
Lord McKenzie of Luton moved Amendment No. 494:
"( ) In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares."
On Question, amendment agreed to.
Clause 774 [Dormant companies]:
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