Skip to main content

Commons Chamber

Volume 220: debated on Thursday 26 July 1928

House of Commons

Thursday, July 26, 1928

The House met at a Quarter before Three of the Clock, Mr. SPEAKER in the Chair.

Private Business

Dudley Corporation Bill,

Lords Amendments considered, pursuant to the Order of the House of 6th July, and agreed to.

Southampton Corporation Bill [ Lords ],

Read the Third time, and passed, with Amendments.

Blackpool Improvement Bill [ Lords ],

As amended, considered; to be read the Third time.

Weald Electricity Supply Bill [ Lords ],

As amended, considered; Amendments made; Bill to be read the Third time.

Ministry of Health Provisional Orders Confirmation (No. 10) Bill [ Lords ],

Ministry of Health Provisional Orders Confirmation (No. 11) Bill [ Lords ],

1

2

3

4

5

6

Date when Closure moved, and by whom.

Question before House or Committee when môved.

Whether in House or Committee.

Whether assent given to Motion or withheld by Speaker or Chairman.

Assent withheld because, in the opinion of the Chair, a decision would shortly be arrived at without that Motion.

Result of Motion and, if a Division, Numbers for and against

And (2) in the Standing Committees under the following heads:—

1

2

3

4

5

Date when Closure moved, and by whom.

Question before House or Committee when môved.

Whether assent given to Motion or withheld by Speaker or Chairman.

Assent withheld because, in the opinion of the Chair, a decision would shortly be arrived at without that Motion.

Result of Motion and, if a Division, Numbers for and against

(in continuation of Parliamentary Paper, No. 132, of Session 1927)."—[ The Deputy-Chairman of Ways and Means. ]

Read the Third time, and passed, without Amendment.

ADJOURNMENT MOTIONS UNDER STANDING ORDER No. 10

Return ordered,

"Of Motions for Adjournment under Standing Order No. 10, showing the date of such Motion, the name of the Member proposing, the definite matter of urgent public importance, and the result of any Division taken thereon during Sessions 1926 to 1928 (in continuation of Parliamentary Paper, No. 202, of Session 1924–25)."—[ The Deputy-Chairman of Ways and Means. ]

Business of the House

Return ordered,

"Showing, with reference to Session 1928, (1) the total number of days on which the House sat; and (2) the days on which Business of Supply was considered (in continuation of Parliamentary Paper, No. 131, of Session 1927)."—[The Deputy-Chairman of Ways and Means.]

CLOSURE OF DEBATE (STANDING ORDER No. 26)

Return ordered,

"Respecting application of Standing Order No. 26 (Closure of Debate) during Session 1928, (1) in the House and in Committee of the whole House, under the following heads:—

Private Bills and Private Business

Return ordered,

"Of the number of Private Bills, Hybrid Bills, and Bills for confirming Provisional Orders introduced into the House of Commons and brought from the House of Lords, and of Acts passed in Session 1928:

Of all the Private Bills, Hybrid Bills, and Bills for confirming Provisional Orders which in Session 1928 have been reported on by Committees on Opposed Private Bills or by Committees nominated partly by the House and partly by the Committee of Selection, together with the names of the selected Members who served on each Committee; the first and also the last day of the sitting of each Committee; the number of days on which each Committee sat; the number of days on which each selected Member has served; the number of days occupied by each Bill in Committee; the Bills the Preambles of which were reported to have been proved; the Bills the Preambles of which were reported to have been not proved; and, in the case of Bills for confirming Provisional Orders, whether the Provisional Orders ought or ought not to be confirmed:

Of all Private Bills and Bills for confirming Provisional Orders which, in Session 1928, have been referred by the Committee of Selection to the Committee on Unopposed Bills, together with the names of the Members who served on the Committee; the number of days on which the Committee sat; and the number of days on which each Member was summoned and on which each Member attended:

And, of the number of Private Bills, Hybrid Bills, and Bills for confirming Provisional Orders withdrawn or not proceeded with by the parties, those Bills being specified which have been referred to Committees and dropped during the sittings of the Committee (in continuation of Parliamentary Paper, No. 0.005, of Session 1927)."—[ The Deputy-Chairman of Ways and Means. ]

Public Bills

Return ordered,

"Of the number of Public Bills, distintinguishing Government from other Bills, introduced into this House, or brought from the House of Lords, during Session 1928; showing the number which received the Royal Assent; the number which were passed by this House, but not by the House of Lords; the number passed by the House of Lords, but not by this House; and distinguishing the stages at which such Bills as did not receive the Royal Assent were dropped or postponed and rejected in either House of Parliament (in continuation of Parliamentary Paper, No. 0.001, of Session 1927)."—[ The Deputy-Chairman of Ways and Means. ]

Public Petitions

Return ordered,

"Of the number of Public Petitions presented and printed in Session 1928, with the total number of signatures in that Session (in continuation of Parliamentary Paper, No. 0.002, of Session 1927)."—[ The Deputy-Chairman of Ways and Means. ]

Select Committees

Return ordered,

"Of the number of Select Committees appointed in Session 1928 and the court of Referees; the subjects of inquiry; the names of the Members appointed to serve on each, and of the Chairman of each; the number of days each Committee met, and the number of days each Member attended; the total expense of the attendance of witnesses at each Select Committee, and the name of the Member who moved for such Select Committee; also the total number of Members who served on Select Committees (in continuation of Parliamentary Paper, No. 0.003, of Session 1927)."—[ The Deputy-Chairman of Ways and Means. ]

Sittings of the House

Return ordered,

"Of the days on which the House sat in Session 1928, stating for each day the date of the month and day of the week, the hour of the meeting, and the hour of adjournment; and the total number of hours occupied in the Sittings of the House, and the average time; and showing the number of hours on which the House sat each day, and the number of hours after eleven p.m.; and the number of entries in each day's Votes and Proceedings."—[ The Deputy-Chairman of Ways and Means. ]

Standing Committees

Return ordered,

"For Session 1928 of (1) the total number and the names of all Members (including and distinguishing Chairmen) who have been appointed to serve on one or more of the five Standing Committees appointed under Standing Order No. 47, showing, with regard to each of such Members, the number of sittings to which he was summoned and at which he was present; (2) the number of Bills considered by all and by each of the Standing Committees, the number of days on which each Committee sat, and the names of all Bills considered by a Standing Committee, distinguishing where a Bill was a Government Bill or was brought from the House of Lords, and showing, in the case of each Bill, the particular Standing Committee by whom it was considered, the number of days on which it was considered by the Committee, and the number of Members present on each of those days (in continuation of Parliamentary Paper. No. 0.004, of Session 1927)."—[ The Deputy-Chairman of Ways and Means. ]

Oral Answers to Questions

Naval and Military Pensions and Grants

Disability Pensions

asked the Minister of Pensions if he is aware that Fred Llewellyn, 63, John Street, Resolven, case No. 5/ML/734, is unable to follow his employment regularly due to injuries received during his period of war service between 1914 and 1918; that as a result of a gunshot wound in 1917 a portion of the bullet was not removed until an operation was performed in 1921; and that he is at present suffering severely from the effects; and will he make inquiries with a view of restoring his pension?

As the hon. Member has already been informed, the award in this case was confirmed on appeal by the Independent Appeal Tribunal, and the recent examination did not disclose any grounds for further action in regard to it. If Mr. Llewellyn's claim is that he requires treatment for his war disability, it is open to him to make application to the local office of the Ministry.

Does not the Minister consider, in view of the great number of questions of this sort dealing with borderline cases, that he ought to consider the whole question of pensions?

No, I am not prepared to re-open the whole question of pensions, which would obviously be a disadvantage to many of the pensioners.

Does not the Minister think that this is one of those cases where new evidence has been disclosed as a result of the operation, and may it not therefore come under the Special Rule?

It is a case that would come under the Special Rule if the new circumstances justified it. But the recent examination did not disclose any ground for further action.

Would it not be better to deal generously with borderline cases d shift the expense from the local rates to the State?

Treatment Allowances (Tuberculosis)

asked the Minister of Pensions the number of disabled men suffering from tuberculosis who have been taken off treatment allowances during the past 12 months; and whether there has been any recent change of policy in the Department in connection with the payment of treatment allowances to this particular type of disabled man?

The number of cases of the class referred to who were discharged from treatment with allowances during the past 12 months is approximately 9,000, whilst during the same period 5,000 cases were admitted to treatment with allowances. The conditions under which allowances are payable are laid down by the Pension Warrants and no change of policy in this respect has taken place I have, however, endeavoured to secure a more effective co-operation between local Tuberculosis Officers and the Medical Officers of the Ministry in regard to the handling of cases of tuberculosis, particularly with reference to their assessment for pension purposes, on the lines I indicated in the answer which I gave to the hon. Member for the Elland Division (Mr. Robinson) on the 10th November last, of which I am sending my hon. and gallant Friend a copy.

Is it not a fact that many of these unfortunate men, who have had treatment inside some Ministry institution, are quite unable to follow any sort of employment when they return home, and receive no treatment allowances, and will not the right hon. Gentleman look into that side of the case?

Each case can only be considered on its merits, and not criticised in a general way at all, but the arrangements for re-assessing have, as a matter of fact, resulted in a substantial increase in the average rate of pension.

Public Health

Traffic Noises

asked the Secretary of State for the Home Department whether he is aware that there is a growing volume of public protest against the noise of urban streets; that it is' endangering the lives of sick people and undermining the fitness even of those in normal health; that it interferes with education and lowers the efficiency of business; that experts estimate that 60 per cent. of the noise is preventible; and that it will continue to increase unless action is taken; and whether he will, in conjunction with the Ministers of Health and Transport, make an effort to deal with these conditions.

I am aware that there is much complaint and I think with good ground. I have done all in my power to see that the nuisance is abated, so far as this is possible by police action under existing powers, and I will certainly consult with my right hon. Friends as to whether anything further can be done.

Is the right hon. Gentleman aware that a high medical authority at a meeting of the British Medical Association last week estimated that the loss in efficiency to the nation, owing to these noises, amounts to no less a sum than £1,000,000 a week?

Will the right hon. Gentleman consult with the Prime Minister about this in view of the probability that the present laws are insufficient to deal with the growing noises?

Will the right hon. Gentleman communicate with the London County Council and ask him to keep the tramway tracks in order and prevent he most infernal noises?

I will communicate with my right hon. Friend the Minister of Transport, whose duty it will be, I think, to communicate with -the London County Council.

Will the right hon. Gentleman look into the practice, which obtains in the United States, of zoning certain areas where certain noises are prohibited?

I was referring to the Prime Minister, and not to the Minister of Transport, because I believe that legislation will be required, and I wish to address the right hon. Gentleman on that point.

On a point of Order, This is fearfully important, and I think that we should get from the Minister something more than we have had.

I do not say that it is not an important matter, and I was willing to give every facility to hon. Members to pursue the subject.

When important matters are raised in this House, as a rule you give a fair amount of latitude.

Can I put another supplementary question? The Home Secretary said that he would consult his colleagues. Having regard to the importance of this matter, can he do so, and report to the House before the rising of the House?

I will certainly consult with my colleages; one of them is on the Bench by my side. I will take the opportunity of discussing the matter with them, but whether it will be possible to answer a definite question before the House rises, I cannot say.

Cancer Hospital, Withington

asked the Minister of Health if his attention has been called to the proposed establishment of a cancer hospital in Palatine Road, Withington, a residential district of Manchester; and, having regard to the depreciation in the value of propetry in the district which will resulf, will he set up an inquiry into the matter?

The answer to the first question is in the negative. If, as I assume, the reference is to the establish- ment of a voluntary hospital, I am not aware that it is open to me to take any action.

Lunacy Law

asked the Minister of Health whether he proposes to introduce legislation dealing with those recommendations of the Royal Commission on Lunacy and Mental Disorder which are of an urgent nature?

I would refer the hon. Member to the reply which I gave to similar questions on the 17th May.

London Lock Hospital

asked the Minister of Health whether the Committee which is inquiring into the London Lock Hospital have now finished their labours; and when their Report is likely to be published?

I understand that the Committee are now considering their Report, but I cannot say when it will be ready for publication.

Racecourse Betting Bill

asked the Home Secretary if he has any information as to the number of racecourses where electricity is available for the working of a totalisator or other mechanical appliance for betting; and where are they situated?

Questions

Artificial Silk Industry (Conjunctivitis)

asked the Home Secretary whether Reports have been received from his inspectors about the increase in injuries suffered by men and women engaged in the artificial silk industry?

I have received Reports by the inspectors which I am glad to state show that, except in one works where there has been a large increase in the number of persons employed, the number of cases of conjunctivitis has, during recent months, been decreasing. As the hon. Member knows, this industry is receiving the closest attention both from the staff generally and from the medical inspectors and much has been, and is being, done to improve the conditions.

Wandsworth Prison (Executions)

asked the Home Secretary whether he can state if any steps are being taken to prevent executions taking place at Wandsworth Prison while so many young persons are imprisoned there?

I regret that it is not practicable to avoid the carrying out of executions at Wandsworth Prison, but I am considering the possibility of transferring elsewhere young prisoners on remand who at present are detained at Wandsworth.

Police

Chief Constable, Buckinghamshire (Appointment)

asked the Home Secretary whether he can now make a statement on the appointment of the chief constable of the county of Buckingham?

Epsom Downs (Parking Arrangements)

asked the Home Secretary whether the enclosures for the parking of cars on Epsom Downs are arranged by or in conjunction with the police authorities; whether any instructions are issued to the police in this connection; and whether the police are authorised to take any action in respect of unauthorised enclosures?

The arrangements for the parking of cars are not made by the police or with their collaboration, but are made by the Epsom Grand Stand Association. Certain police are detailed at the expense of those responsible for authorised enclosures, to control traffic and protect property therein. Apart from this the police have no special instructions in the matter. They are not authorised to take any action in respect of unauthorised enclosures.

in view of the allegations that have been made in respect of Epsom Downs, and in view of the fact that there were no free-parking places at all, that it was broadcast on the eve of the Derby that a fee would be charged in respect of every parking enclosure, and that such parking enclosures are auctioned by the Grand Stand Association to the highest bidder, is the right hon. Gentleman now satisfied that sufficient publicity will be given to the refutation of the charges against the police?

I have no doubt whatever that the charges made in regard to the police are quite unfounded. In regard to the other statement made by the hon. Member, I cannot say that all of them are correct, but I have no doubt that they are.

In view of the fact that Epsom Downs is common land, and there is a question of the correctness of the attitude of the Grand Stand Association in roping off, or authorising the roping off, of any portion of the land, will the right hon. Gentleman consider the wisdom of allowing the police to take such steps as has been done in the past for helping such roping off?

Before the next meeting at Epsom, I will ask the police to get in touch with the Grand Stand authorities and see that everything is done to suit the convenience of the public.

Will the right hon. Gentleman see that no police are asked to enforce payment in these cases? The police were asked to enforce payment, and it was only by the use of the police that payment was secured.

That is the statement which has been made in regard to one case, but I have not any proof of it. The police had no authority to enforce payment, and, with great respect to the hon. Member, until I get proof of the facts, I shall beg leave to doubt them.

Is the right hon. Gentleman aware that it was only by the threat of fetching policemen that people paid—sooner than have had the police coming to them. If it had not been for the threat of the use of the police, payment would not have been made.

Is it in the interests of the public that all these aspersions should be thrown upon the police? Is it advisable? Would it not he a great deal better if some of these supplementary questions were not put?

Is the right hon. Gentleman aware that the police themselves have protested against the methods of the Epsom Grand Stand Association as regards the roping off of those enclosures?

There has been difficulty, I quite agree. As regards the supplementary question of the hon. Member for the Gorbals Division (Mr. Buchanan), all I can say is that the police are really not responsible because some unauthorised person said: "I will go and get a policeman." There is no evidence that they did get a policeman, or that the police took any hand in getting payment—no evidence at all.

May we have the assurance of the right hon. Gentleman that the police will not be used for this purpose in future?

Colonel Partridge

asked the Home Secretary whether he will state the circumstances under which Colonel Partridge ceased to act as establishment officer at Scotland Yard; whether any compensation and, if so, of what nature, was paid for loss of office; and whether the officer has been re-engaged in any other capacity?

Colonel Partridge retired on abolition of the office which he had held. He was granted, by way of compensation, a pension and retiring allowance under the provisions of the Metropolitan Police Staff Superannuation Acts and Orders there-under. He has not been re-engaged.

Broadcasting (Cenotaph Service)

asked the Home Secretary whether he has come to any decision about the broadcasting of the Cenotaph ceremony on 11th November?

Yes, Sir. Permission has been given to the British Broadcasting Corporation to broadcast the service.

Education

League of Nations (Instruction)

asked the President of the Board of Education whether provision is made in the schools under his control for instruction in the purpose and principles of the League of Nations; in what percentage of schools this is done; how frequently lessons are given; and how much time is devoted to it?

I have no particulars which would enable me to give the information asked for in the last three parts of the question, and as teaching about the League cannot be treated as a separate subject of the curriculum, I would deprecate any attempt to estimate the amount of time devoted to it. There is no doubt, however, that such teaching is being increasingly given both in schools and training colleges. The subject is dealt with in the Board's revised volume of "Suggestions to Teachers" and, as a result of the conference held at Caxton Hall last year (a copy of the report of which I am sending the hon. Member), a Joint Committee of representatives of the local authorities and teachers' associations was formed to consider the whole question.

Is it not right to say that the Board thoroughly approve of this teaching in schools?

Of course, the Board thoroughly approve of the teaching in schools, if properly given.

Interchange of Teachers (Dominions)

asked the President of the Board of Education whether he will state particulars of the revised scheme to be submitted to the Dominions for the interchange of teachers?

I am afraid that I. cannot give particulars of the draft scheme until the views of the several Governments concerned have been received. I may say, however, that the scheme follows generally the recommendations contained in the report of the Imperial Education Conference Committee on this subject. This report was printed in full in the Report of the Proceedings of the Committee, a copy of which I am sending my hon. Friend.

Will the right hon. Gentleman expedite this matter, in view of the benefit to the teachers?

Educational Visits

asked the President of the Board of Education if he will undertake to prevent in future the issuing of invitations by the Board to school children to witness representations of the bombing of native village populations?

I assume that the right hon. Member refers to the invitations isued by the Royal Air Force Display Committee. As I previously stated, I am not prepared to interfere with the attendance of school children at the display, merely because the particular item to which the right hon. Member objects was, on one occasion, included at the end of the programme.

Will the Noble Lord say what particular educational advantage can accrue to children from witnessing these demonstrations?

I think the great educational handicap under which the children of the poor labour is the drab monotony of their surroundings, and I do not think it is fair or right to interfere with the opportunities such children may get of having some relief from that monotony.

Will the Noble Lord take into account the possible effect on the feeling among native populations in the Colonies?

If there is any difference of opinion in this matter, will the Noble Lord take the vote of the children themselves as to whether they would like to see it?

Does the right hon. Gentleman think that it means something to poor chidren to go and see poor people in other countries being murdered?

Is the Noble Lord aware that the Air Ministry were very careful this year to avoid any possibility of this being said, and that instead of a native village being bombed the object that was bombed was a capitalistic refinery?

Do not these demonstrations take place out of school hours, and is it a fact that the Minister has no power one way or the other to compel or to stop children attending?

I do not know that the demonstration does take place out of school hours. [HON. MEMBERS: "On Saturday afternoon!"] I think last year the rehearsal was on a, Thursday or a Friday afternoon.

Teachers' Pensions (Nursery Schools)

asked the President of the Board of Education the reason for the issue by the Board of Education of Regulations to the effect that the services of not more than two teachers employed in a nursery school may count during the period of such employment as recognised service for superannuation purposes?

The Teachers' Superannuation Rules, to 7 (3) of which the hon. Member apparently refers, were issued after consultation with local authorities and teachers under Section 17 of the Superannuation Act. The reason for this rule is that work in nursery schools, involving, as it does, a large amount of time spent in nursing and other duties which cannot properly be regarded as teaching, does not justify the employment of more than a limited number of qualified teachers. The remaining members of the staff, whilst having suitable qualifications for the work on which they are engaged, are not, therefore, expected to possess teaching qualifications which would make them eligible for pension benefits under the Superannuation Act.

Does this not imply an indirect way of the Board trying to prevent qualified teachers beyond a certain number giving teaching in nursery schools? Is that the purpose of this order?

No. The superannuation rule corresponds with the advice given by the Board to local authorities in our original circular on the subject of nursery schools. These rules were discussed, as I informed the House at the time, by a Committee representing the teachers and the local authorities, and the rules were passed by them. So far as I know, this is the first time on which any criticism has been made of those rules.

Housing

Methods of Construction

asked the Minister of Health whether there is now any serious shortage of bricklayers; whether he can state the attitude of his Department now to the use of forms of construction other than brick; and whether he is still encouraging the construction of steel houses?

I am not aware of any serious shortage of bricklayers for house building. With regard to the second and last parts of the question, the conditions in force governing the payment of subsidy under the Housing Acts do not prohibit the grant of assistance in respect of houses constructed with materials other than bricks, and although comparatively few proposals of this nature are now being submitted, I should not withhold my consent to the grant of assistance in respect of any satisfactory schemes for the erection of houses which complied with the conditions laid down.

At a time when there are plenty of bricks available and plenty of bricklayers, is it not the policy of the Minister to discourage the use of less efficient material, which has not such a long life as brick?

I am not aware that local authorities are in the habit of submitting schemes for such material as that when other materials are available.

Subsidy

asked the Minister of Health whether he can state the policy of the Government in reference to the continuation of the housing subsidy; and whether, in order to facilitate the work of local authorities, he will make a statement on the subject at as early a date as possible in order to enable them to make fresh building contracts?

The subsidy payable under the Housing Acts of 1923 and 1924 will be reviewed, in accordance with the Statutory provisions, after the 1st October next, and I cannot anticipate the result of that review. I have, however, already announced that houses completed by the 31st March, 1929, will, if otherwise eligible, qualify for subsidy at the existing rates.

Is the right hon. Gentleman aware that many people have been thrown out of employment in the brickyards, that many bricklayers are unemployed owing to the withdrawal of the subsidy; and will the right hon. Gentleman reconsider the whole situation?

Will the right hon. Gentleman bear in mind that since the subsidy has been reduced the price of houses has gone down very largely?

Is that not due to the fact that the building rate has fallen more than 50 per cent.?

Rent Restrictions Acts

asked the Minister of Health if he is in a position to announce the intentions of the Government with regard to the Rent Restrictions Acts?

Yes, Sir. It is proposed to provide for the continuance for one year of the Rent Restrictions Acts in their present form by including them in the Expiring Laws Continuance Bill.

Does that answer mean that the Minister of Health is not going to take into consideration, until the expiration of that period, the representations which have been made to him from all parts of the country by the owners of single houses, who for three and four years have been deprived of the possession of the houses which they purchased for their own occupation; and will he consider the very great hardship which is imposed in this way upon a very thrifty and deserving portion of the population?

No, Sir, it does not necessarily mean that. What it means is that the Acts will be continued in their present form on the Statute Book, and will be due to expire in December, 1929; and when this Government returns after the General Election —[ Interruption ]—

In the meantime, will there be any opportunity of considering the hard cases which undoubtedly occur all over the country?

Statistics

asked the Minister of Health the number of houses completed during June, 1928, and the average price for parlour and non-parlour types, respectively, and the number of houses under construction or sanctioned on 1st July, 1927, and 1st July, 1928, under the Housing Acts of 1923 and 1924?

asked the Minister of Health how many houses were under construction under the various Housing Acts on the 1st July, 1926, 1927, and 1928?

I have no information as to the number of houses completed during June without State assistance but 9,404 houses were completed during the month in connection with subsidy schemes under the Housing Acts of 1923 and 1924. The average prices of houses included in contracts let by, or in direct labour schemes of, local authorities during the same month (excluding the cost of land and development) were £426 for parlour houses and £356 for non-parlour houses. Under the Acts of 1923 and 1924 the numbers of houses under construction, and authorised but not started were, on the 1st July, 1926, 91,662 and 135,845, on the 1st July, 1927, 115,765 and 96,674, and on the 1st July, 1928, 59,151 and 85,298 respectively. The numbers under construction on the 1st July in each year under the Act of 1919 were 753, 96 and nil.

In view of die figures which the right hon. Gentleman has just given, does he not think that he ought to make a statement in regard to the subsidy, so that local authorities will know what to do in regard to their future plans?

Is the right hon. Gentleman aware that he has already intimated that no statement with regard to the subsidy will be made this side of the Autumn Recess; and, in view of the fact that 50 per cent. less houses are being built as compared with one or two years ago, will he not make some further statement with regard to the subsidy?

No, Sir, I have already said that no alteration will be made in the subsidy in regard to houses completed before the 31st March, 1929. I have no reason to think that local authorities will find any difficulty in making such contracts as they wish to make with that knowledge in their minds. I may further remind the hon. Member that, although naturally the number of houses being built at the present time is not so great as when local authorities were racing in order to get in as many contracts as they possibly could before the alteration of the subsidy, nevertheless the rate of building is going up every month.

Is it not the case that the rate of building even now is 30 per cent. lower than it was in 1926? In June, 1926, 12,000 houses were completed as against 9,000 during June this year. Is this not due to the fact that wages are decreasing and that people cannot pay the rents? Under these circumstances, will the right hon. Gentleman reconsider last year's decision?

Torquay

asked the Minister of Health what was the nature of the improvements which were made in the administration of the Torquay housing scheme as a result of his representations?

The improvements in question were designed to ensure more effectively the observance of the conditions of the subsidy scheme as to a maximum selling price, but, as indicated in the reply given to the hon. Member for Nelson and Colne (Mr. A. Greenwood) on the 12th July, the scheme in question was entirely suspended more than two years ago.

asked the Minister of Health the superficial area of the houses built in Torquay under the scheme adopted by the local authority in December, 1923, at a price of £600, inclusive of land, but exclusive of the subsidy of 2120; and in what other districts in England and Wales any contracts for houses of a similar size were let to private builders at prices and on conditions which yielded a total price of 720 per house?

I have no information as to the superficial area of houses built under the local authority's scheme for assisting private enterprise in the erection of houses, but they were required to be within the limits of 620 square feet and 950 square feet, prescribed by the Housing, Etc., Act, 1923, in order to qualify for a grant. Information as to the last part of the question is not available.

asked the Minister of Health what special circumstances rendered it necessary for the price of houses under the scheme adopted by the Torquay Council in December, 1923, to be £600, plus £120 subsidy; and what was the average price of parlour and non-parlour houses, respectively, included in contracts let by local authorities during the year 1924?

I understand that the local authority fixed the figure referred to in the hon. Member's question as a maximum, after taking account of the costs of building in the circumstances of the district. The average prices of parlour and non-parlour houses in contracts let by local authorities during the year 1924 were £478 and £418, respectively, and the contract price for non-parlour houses built for the Torquay Town Council in 1924 was £542. These figures are exclusive of the cost of land, roads, sewers, and overhead charges.

Contract Prices

asked the Minister of Health the average prices for parlour and non-parlour houses for the most recent contracts and the prices for similar houses on the same date in 1927?

The average price of parlour houses included in contracts let by, or in direct labour schemes of local authorities during the month of June, 1928 (excluding the cost of land and development), was £426, compared with £481 in June, 1927. In the same period the corresponding average price of non-parlour houses has fallen from £425 to £356.

Does the right hon. Gentleman think that, even at those prices, it would be possible for any urban district or other council to let houses at rents which miners, with their present wages, could afford to pay?

West Lothian

asked the Secretary of State for Scotland whether the request of the Armadale town council for reduced rents of council houses has been considered; whether he can state the estimated housing needs of the district; and whether he has any information in respect of housing requirements for the County of West Lothian?

The investigation into the application by the Armadale town council for a reduction in the, rents for the houses erected by the local authority under the Housing, Town Planning, etc. (Scotland), Act, 1919, is expected to be completed this week and a decision by the Scottish Board of Health will be given without delay. As regards the second part of the question, I am informed that the latest estimate of the housing shortage in the burgh, as contained in the report of the medical officer of health for the year 1926, showed that 200 new houses were required. As regards the last part of the question it would appear ( a ) from the report of the medical officer of health for the year 1925 that in the Linlithgow district of the County of West Lothian while 83 houses were uninhabitable there was no clamant need for new houses, and ( b ) from the report of the sanitary inspector for the year 1926 that in the Bathgate district of the county 1,182 new houses were required to replace defective houses and to relieve sub-letting. These are the latest estimates availale and since they were framed 250 houses have been completed and 32 houses are in course of erection with State assistance in the two districts.

Local Government (Reform)

asked the Minister of Health whether he will issue a statement showing the principal powers and duties of an urban district council and of a rural district council, respectively, at the present time and on the assumption that his proposals for the reform of local government are in operation?

The powers and duties of the authorities in question are fully set out in the First Report of the Royal Commission on Local Government (Cmd. 2506),. The powers and duties of urban and rural district councils as such will not be affected by the Government's proposals for local government reform published in the White Paper, except for the reforms in highway administration set out in paragraph 14. It would not appear necessary, therefore, to issue any statement such as that suggested by my hon. Friend.

Is the right hon. Gentleman aware that many small urban district councils have the idea that they are going to be abolished, and will he take an early opportunity of stating that that is not the case?

There is nothing in the White Paper that will justify any such impression.

Rating Relief (Memorandum)

asked the Minister of Health whether he will supply to all Members of the House a copy of the Memorandum entitled "The Case for Rating Relief and Revision of the Grants System," recently prepared by his Department and circulated amongst Conservative Members, so that all sections of the House may be in full possession of the facts and arguments in support of the legislation proposed to be introduced next Session?

If the hon. Member refers to a Memorandum circulated by my Parliamentary Private Secretary at my request, the answer is in the negative. The White Paper already circulated to Members sets out and explains the scheme, and I shall hope, at the proper time, to present the whole case for it to the House.

May I ask why the Opposition should be denied the opportunity of perusing this very able and eloquent statement? Some of us have got it; cannot we all have it?

They have not the advantage of belonging to the Conservative party.

Surely, the, right hon. Gentleman will concede that we have the advantage of being Members of this House, and we are only asking that the same courtesy should be extended to us as is extended to other Members. Does the right hon. Gentleman consider it right that a Government Department should prepare such a statement and confine its circulation to those who happen to support the Government?

I do not think I am departing, in this matter, from the practice of previous Governments. Some of my hon. Friends wished to have some additional explanation beyond that contained in the White Paper, and I asked my hon. and gallant Friend to try to satisfy their wishes. Of course, he was obliged to get some help from the Department in order to compile the statement.

Was this Memorandum printed or typewritten in the Ministry of Health by the staff of the Ministry, or was it done entirely at the expense of the right hon. Gentleman?

It was not printed, but was typewritten in the Ministry of Health. Of course, I have to get typewritten in the Ministry of Health answers to a great many hon. Members, including the hon. and gallant Member himself.

Does the right hon. Gentleman really think that a document prepared and typewritten in his Department, paid for by the State, should be circulated only to certain Members? I appeal that it should be circulated to all the Members of the House. It is a small thing to ask. We are not saying that it is not an able production; it is an able production.

I have some reason to suppose that hon. Members opposite have succeeded in obtaining copies of it.

May I ask the right hon. Gentleman whether he thinks that he is really answering these questions seriously; whether it is true that a party request made to him has been answered by the Department at the public expense, and circulated to a section of this House and not to the whole House; and, if that be so, what objection has he to letting us all, as Members of the House of Commons, know what he has communicated to his followers at the public expense and not at his own expense?

The right hon. Gentleman is not, I think, warranted in putting the matter in the form in which he has put it. He is suggesting, I think, that I am doing something which is a new departure, but I am not doing that in any way whatsoever. It is, of course, quite impossible to satisfy such a request from hon. Members of this House without drawing on the resources of the Department. If the right hon. Gentleman himself makes a point of this, and desires to have this information circulated to Members of his party, I will see whether I cannot get some more copies made, because I certainly—

Certainly, to all parties. I shall be very pleased that all parties should have an opportunity of seeing how admirable are the arguments it contains.

I am very sorry if I have misunderstood or misrepresented the right hon. Gentleman, but may I ask whether public information, compiled by the Department, which is necessary to enlighten one section of the House, may not be circulated to other sections who ask for it, as I now do?

If, as I understand, not only has the typewriting been done in the right hon. Gentleman's Department, but the time of his officials has been taken up in compiling this document, would it be equally open to Members of other parties in the House to approach the Department and ask for information, not on specific points as in questions, but on general points such as have been raised here?

In view of the right hon. Gentleman's answers, may I ask him if he now regards his office as a branch of the party headquarters?

National Savings Certificates

asked the Chancellor of the Exchequer the number of national savings certificates sold in each of the six months ended 30th June, 1928; the total amount of savings certificates held; and the amount of interest due at the latest convenient date?

The number of £1 units sold in each month was:

Oils Import Duty

asked the Chancellor of the Exchequer what has been the total yield to the latest available date of the duty on hydrocarbon oils; how the yield compares with the original estimate, excluding the remission on kerosene oils; and the cost to date of that remission?

The Ways and Means Resolution and the Finance Bill provide for Excise Duty to be payable on the stocks of oil in hand on 25th April and for the Customs Duty to be payable as from that date, but, though security to cover the ultimate liability is being taken under Section 6 of the Finance Act, 1926, payment cannot be required of either duty until the Finance Bill becomes law. In the circumstances, it is not possible to give the information for which the hon. Member asks. In any case, in the absence of figures of previous consumption for particular months of the year, it would be impossible to make any use- ful comparison with the total estimate for the year 1928–29.

Old Age Pensions

asked the Financial Secretary to the Treasury whether, in view of the heavy burdens imposed upon boards of guardians, he will amend the Old Age Pensions Acts, making provision for guardians to draw the pension in respect of any old age pensioner maintained in a rate-aided institution for so long as the person may remain chargeable to the said guardians?

I would refer the hon. Member to the reply given to a similar question by the hon. Member for Anglesey (Sir R. Thomas) on the 25th June last.

asked the Financial Secretary to the Treasury whether he has received letters of complaint from various old age pensions committees in respect to the effect of Section 4 (1) ( a ) of the Old Age Pensions Act, 1919; and whether he can promise early legislation with a view to removing the hardship caused by this section?

The answer to the first part of the question is in the affirmative. As regards the second part of the question, I would refer the hon. Member to the answer which I gave to a similar question asked by the hon. Member for Exeter (Sir R. Newman) on 15th December last.

Government Departments

Office of Works (Palace of Westminster)

asked the Financial Secretary to the Treasury if a manual worker is permitted to become an established civil servant entitled to a pension on the completion of the necessary years of service, and, if not, will he consider the desirability of making the 36 employés of the Office of Works engaged in the service of the Palace of Westminster, and who have over 20 years' service, permanent civil servants and allow the unestablished service to count for a pension?

It is not the practice of the Government to grant establish- ment to industrial employés except in the case of the Royal Dockyards, in which a proportion of the workmen are established. I therefore regret that I am unable to recommend the grant of pension rights to the employés mentioned.

Holidays (Industrial Workers)

asked the Financial Secretary to the Treasury which Government Departments give an annual holiday with pay to the industrial workers in their employ; what is the extent of the holiday and what number of men and women are concerned in each Department?

As the particulars asked for include a number of figures,

Men.

Women

Leave.

Post Office

19,000

280

12 days.

13,000

50

14 days.

Office of Works

2,900

35

6 days.

H. M. Stationery Office

1,730

460

6 days.

Royal Mint

300

Normally 12 days.

Ministry of Agriculture:

Ordnance Survey

41

59

7–14 days.

Kew Gardens

184

6

7–12 days.

Ministerial Salaries

asked the Prime Minister whether he is aware that with two exceptions there has been no advance in the salaries attached to Ministerial posts by comparison with the year 1880; and whether, having regard to economic changes of the last 50 years, he will move for the appointment of a Select Committee of Private Members to inquire into the adequacy of the present scales of remuneration?

I would refer my hon. Friend to the answer which I gave on the 21st June in reply to a question by my hon. Friend the Member for Streatham (Sir W. Lane-Mitchell). I have no evidence that there is any general desire for the appointment of such a Committee.

Ceylon (Constitution)

asked the Prime Minister whether he has been able to I will, with the hon. Member's permission, circulate the answer in the OFFICIAL REPORT.

Even if it is necessary to wait for the figures, could the hon. Gentleman name the Departments in which holidays with pay are given?

The Post Office, the Office of Works, the Mint, the Stationery Office, and the Ministry of Agriculture.

Roughly, something under 40,000.

Following are the particulars:

consider the proposals contained in the Report of the Royal Commission appointed to consider the future administration and government of public affairs in Ceylon, especially the portion which advises that in future elective committees, with a Minister as chairman, shall carry on administration instead of, as in this country, through the cabinet system; and whether, in view of the congestion of business and the growing inability of Parliament to control finance and the executive, he will appoint a small Committee to consider the advisability or otherwise of introducing the Committee system into this country?

The Report is still under consideration by the Secretary of State for the Colonies. If my right hon. Friend should decide to adopt the recommendations of the Report, and the system, after adoption, works satisfactorily in Ceylon, the possibility of its application to the very different circumstances of this country could, no doubt, then be considered.

Grants-In-And

asked the Financial Secretary to the Treasury whether he will give particulars of all grants-in-aid which are within the discretion of a Minister and are withdrawn from the control of the Treasury?

The grant to the Empire Marketing Fund is the only grant-in-aid which can be expended on different schemes (within the terms of the Vote) at the discretion of a Minister. The grant-in-aid of the Imperial War Graves Commission is analogous, but the expenditure in that case is at the discretion of the Commission, and not of a Minister. In addition, there are a number of comparatively small grants-in- aid for museums, scientific institutions, learned societies, etc., which are issued, in accordance with the Votes, to the governing bodies and expended by them. But I do not anticipate that my hon. Friend has these in mind.

London Library (Record Publications)

asked the Financial Secretary to the Treasury if he is aware that for 30 years the London Library has been on the list of institutions to whom free copies of Record publications are allocated; that the library has received notice that this concession is being withdrawn; and whether he will cause this decision to be reconsidered in view of the assistance given by the London Library to Government Departments on various occasions and its services to students generally?

There has been no recent decision to suspend the issue of Government publications to the London Library. I assume, however, that the hon. and gallant Member's question refers to a decision taken so long ago as the year 1922 to discontinue the free 1- sue to this Library of Scottish Record publications. I have received no evidence that this decision has caused serious inconvenience and I therefore do not feel justified in reversing it.

Air Estimates, 1929

asked the Secretary of State for Air what reduction he proposes to make next year in his, demands upon the Exchequer for the requirements of the Royal Air Forcer as a result of the signing of the Kellogg pact by His Majesty's Government?

It is too early as yet to make any forecast of the Air Estimates for 1929.

Aviation

Air Services (Development)

asked the Secretary of State for Air whether, in the development of civil aviation throughout the Empire, apart from the services arranged by and within the self-governing Dominions, it is intended on all occasions to restrict development to that carried out by Imperial Airways, or whether additional services under British control backed by British capital would receive the consideration of his Department?

The answer to the first part of the question is in the negative and to the second part in the affirmative. It must be added, however, that both under the existing agreements and under the new comprehensive agreement which is to take their place, no other company than Imperial Airways can be subsidised by the British Government in respect of heavier-than-air transport services in Europe or on the Egypt-India air line, and, speaking more generally, I believe that concentration rather than dispersion of any sums which Parliament may be prepared to grant for air transport subsidies will usually be found to be the sounder policy.

Will the (right hon. Gentleman give what encouragement he can to British business men who, for instance, are endeavouring to establish an all-British air route round Africa and a sea-plane route in the West Indies, where it is badly wanted?

Yes, certainly, speaking generally, but, as the hon. Gentleman knows, it is a question of money.

In view of the admitted paucity of British civilian air services compared with other countries, will not the right hon. Gentleman consider the whole question?

No, I think experience has shown that it is much better to concentrate the whole sum on a single organisation than disperse it among a number. Speaking generally, that is our policy, but that does not exclude considering exceptions to the rule if a case can be made out.

Is not the proof of the pudding in the eating, and has not experience shown that the present system is failing?

Germany (Air Routes)

asked the Secretary of State for Air whether he has any information showing the mileage of internal civilian air routes in Germany, together with comparable figures of internal routes in operation or contemplated in this country?

The mileage of internal civil air routes in Germany is approximately 13,500. No comparable figure can be quoted for Great Britain. British civil air routes have tended, for geographical and other reasons, to develop in a different manner from those of Germany and are all to places outside Great Britain.

Does not the Minister think, in view of the absence of routes in this country, and in view of the decision of the Government to sign the Kellogg Peace proposal, he might divert more money to civil purposes and less to war?

No, and in any case I could not enter into an argument of that kind in answer to a supplementary question.

Is it not a fact that we have not a single mile of regular civil air routes inside this country?

Is it not a fact that the climatic conditions here are very different from those in Germany?

Is the right hon. Gentleman aware that one of the reasons of the success of the air route in Germany might possibly be the fact that they have aerodromes in almost all their big towns, and has the right hon. Gentleman no money to develop projects of this kind?

I should be very glad if hon. Members, including the hon. and gallant Gentleman the Member for Central Hull (Lieut. - Commander Kenworthy), would use their influence with the municipalities with which they are connected.

Is the right hon. Gentleman aware that at Hull we have a natural floating aerodrome for seaplanes?

Is the right hon. Gentleman in communication with the municipalities of Great Britain?

Yes, we are always trying to do what we can to encourage municipalities to organise aerodromes.

Persia (Iraq-India Air Service)

asked the Secretary of State for Air whether he can make any statement with regard to the removal of the Persian embargo on British air services passing through Persian territory?

No, Sir; I can only refer the hon. Member to my replies to the hon. and gallant Member for Hull, Central (Lieut.-Commander Kenworthy) on 19th July, and to the hon. Member for Southwark, Central (Mr. Day) on 6th June.

Transport

Road Grants

asked the Minister of Transport whether, in the proposals for reform of local government, the Road Fund will provide, as at present, 25 per cent. of the cost of all scheduled unclassified roads in rural areas and give assistance towards the maintenance and minor im- provement of all other roads, or whether assistance for unclassified roads in rural areas will be included in the block grant to be given to counties; and, if so, on what system?

I have been asked to reply. Assistance from the Road Fund towards the cost of maintenance of unclassified roads in rural areas will be included in the block grant to be made to county councils. The system on which this block grant is to be distributed is explained in the Memorandum on the Government's proposals for the Reform of Local Government recently issued by the Ministry of Health.

Road Maintenance

asked the Minister of Transport whether he can give the cost of road upkeep per mile entailed by the running of a 10-ton motor lorry?

My right hon. Friend is not in a position to arrive at

The figures for the years 1910–25 are given in Appendix 13 of the Annual Report on the Administration of the Road Fund for the year 1926–27.

The total expenditure (including the grants received from the Road Fund) by Local Authorities in Great Britain on highways, bridges and ferries during 1925–26 (the latest year for which complete figures are available) was as follows:—

England and Wales.

Scotland.

Total.

£

£

£

1. Expenditure (excluding loan charges) met out of revenue.

42,474,718

5,164,247

47,638,965

2. Loan charges

6,993,768

524,183

7,517,951

3. Expenditure met out of loans

10,316,083

1,189,717

11,505,800

In addition to the above expenditure, payments amounting to £848,327, were made from the Road Fund and other Government Funds, in respect of works carried out directly by the Ministry of Transport.

West Africa (Gin Imports)

asked the Secretary of State for the Colonies if his attention has been called to the increasing quantities of gin exported from England to West Africa, which is a menace to the prosperity of the people; why the law against the export of this gin for sale to the African subjects of His Majesty is not fully enforced; and what steps are being taken in the matter?

I am aware

the estimate asked for by the hon. Member.

Since we know the cost per mile to build a modern road, do the engineers in the Department not know what weights travelling over it would waste that road?

asked the Minister of Transport what is the annual amount of money spent on the upkeep of roads in Great Britain?

As the answer includes a number of figures, I will, with the hon. Member's permission, circulate it in the OFFICIAL REPORT.

How is it the noble Lord can tell us what a road costs in upkeep if he cannot tell us what damage is done by a certain weight passing over the road?

Following is the answer:

that there has been an increase in the imports of gin in the Gold Coast and Nigeria, but the quantities exported from England show a considerable diminution in the case of Nigeria in the last four years, and no increase in the case of the Gold Coast. It is the great increase in the prosperity of the people which enables them to purchase spirits in spite of the heavy import duties now levied. There is no law against the export of gin, but, in accordance with international agreement, the importation of trade spirits was prohibited in 1919 in West Africa and re- mains prohibited. The Colonial Governments pay close attention -to the importation of spirits, and the situation is carefully watched.

Will the right hon. Gentleman answer the first part of the question, and has his attention been called to the remarks of a distinguished visitor from the West Coast at the Liverpool Chamber of Commerce, in which he said his people were menaced by imports of gin from this country?

If the hon. and gallant Gentleman will read the answer, he will find that I have fully answered his question.

Is the right hon. Gentleman going to do anything to prevent the scandal of these subjects of His Majesty being ruined by these gin imports?

Kenya (Native Reserves)

asked the Secretary of State for the Colonies whether the delimitation of native reserves in Kenya in the Gazette of 13th October, 1926, was published and made known to the natives; and whether these boundaries remain inviolate pending the passing of the Native Lands Trust Ordinance?

The boundaries were settled after close consultaticn between the Chief Native Commissioner and the Commissioner for Lands. Apart from publication in the Official Gazette, I am unable to say what action has been taken to make known the details to the natives of the various reserves; but the normal course, which has no doubt been followed, would be for the Senior Commissioners to explain the position of the boundaries to the native councils. It is proposed, under the Native Lands Trust Bill, that a duly authenticated copy of the Ordinance as enacted, together with maps showing the boundaries of the reserves concerned, shall be delivered to each local native council. As regards the second part of the question, there are a few points of detail in con- nection with the boundaries on which I have asked the Governor for further explanations; and since the notice was published in October, 1926, there have been two modifications, namely:

Houses of Parliament (Crypt)

asked the Under-Secretary of State for the Home Department, as representing the First Commissioner of Works, whether, in order to meet the convenience of Members desirous of showing visitors over the House, including the crypt chapel of Saint Stephen, and to avoid unnecessary trouble and delay, he will allow a key to the entrance to the crypt chapel to be kept in the custody of the superintendent of police?

The UNDER-SECRETARY of STATE for the HOME DEPARTMENT
(Lieut.-Colonel Sir Vivian Henderson)

My Noble Friend sees no objection to the hon. Member's proposal, and arrangements have been made accordingly.

Unemployment

Building Industry

asked the Minister of Labour how many operatives in the various branches of the building industry were unemployed at the end of June in 1927 and 1928, respectively?

As the reply includes a number of figures, I will, with the hon. Member's permission, circulate a statement in the OFFICIAL REPORT.

In view of those figures, will not the hon. Gentleman see if he cannot press the Minister of Health to do something in regard to pushing on the building of houses?

That is a question which I cannot possibly answer.

Following is the reply:

NUMBER of insured persons classified as belonging to the Building Industry recorded as unemployed in Great Britain at 20th June, 1927, and 25th June, 1928, respectively.

Occupation.

Numbers recorded as umemployed at

20th June, 1927

25th June, 1928.

Carpenters

3493

7,978

Bricklayers

908

3,690

Masons

957

1,345

Slaters

201

416

Plasterers

385

2,299

Painters

6,466

7,481

Plumbers

2,278

2,934

Labourers to above

20,551

29,237

All other Occupations

16,873

22,489

Total

52,112 *

77,869†

* Including 1,367 insured persons temporarily stopped from the service of their employers.

†Including 2,382 insured persons temporarily stopped from the service of their employers.

asked the Minister of Labour how many building operatives were unemployed on 1st July, 1926, 1927, and 1928?

As the reply includes a number of figures, I will, with the hon. Member's permission, circulate a statement in the OFFICIAL REPORT.

Following is the reply:

NUMBER Of INSURED PERSONS classified as belonging to the Building Industry recorded as unemployed in Great Britain at the date nearest 1st July in each of the years 1926, 1927 and 1928 for which figures are. available:—

Date.

Numbers recorded as Unemployed.

Number included in previous column who were temporarily stopped.

21st June, 1926

68,191

5,702

20th June, 1927

52,112

1,367

25th June, 1928

77,869

2,382

Kinneil Colliery, Bo'ness

asked the Minister of Labour whether he is aware that it is the practice of the management of Kinneil colliery, Bo'ness, to employ miners from outside the district although many of their former workmen remained unemployed; and whether he will make inquiries about the matter?

Glass Ware Trade (Labour Conditions)

asked the President of the Board of Trade what was the value of the glass ware imported into this country in the years 1926 and 1927; and whether arrangements can be made for the issue of a return showing how wages and hours in the glass trade in England compare with labour conditions in competing foreign countries.

The value of the imports of glass and glass ware of all kinds amounted to £5,553,000 in 1926, and to £5,417,000 in 1927. With the exception of lenses and prisms these figures do not include the value of glass forming part of imported finished articles. As regards the second part, I understand from the Minister of Labour that statistics are not available which would enable a comparison to be made as suggested.

Is my right hon. Friend aware that there has been a very con- siderable reduction in the manufacture of cheap glass ware in this country owing to the conditions of labour and to the wages paid in foreign countries; and can he say whether the Government will consider the question of safeguarding this industry in order that employment may be given to some of our own workmen?

Will the Minister bear in mind before taking that risk for the Government that the candidate who is supposed to know something about it has lost three deposits in three by-elections?

My hon. and gallant Friend knows the conditions under which applications for safeguarding must be made. Obviously, I have to receive an application in proper form before I can take action.

Is not my right hon. Friend surprised that hon. Members above the Gangway are always undesirous of providing work for our own people?

Ex-Enemy Property (Administration)

asked the President of the Board of Trade the total amount paid to the Clearing Office, Enemy Debts, since 7st January, 1925, in respect of foreign bearer bonds sold on the Continent; the total amount realised by the sale of these bonds since that date; if the difference between these two amounts represents anything beyond legitimate brokerage and expenses; and whether the sale of these bearer bonds has been carried out by one agent?

It is not possible without a great deal of research and expense to furnish figures of the sales of foreign bearer bonds on the Continent by the Departments for the Administration of Ex-Enemy Property, but I may say that any difference between the total amount realised and the amount paid to the Departments represents only proper brokerage and expenses. The brokers' accounts are carefully checked by the departments as soon as they are received. The sale of these bonds is always effected by the firms of brokers regularly employed by the departments, but the bulk of the sales of the class of security re- ferred to has been made through one firm of brokers who have been very successful in dealing with them.

Will the right hon. Gentleman make some further inquiry into this particular case? As this work has been done by one firm, there is some doubt as to method.

I have not the least idea what the hon. Member means about there having been some doubt as to method. If he wishes to make a charge against a reputable firm of brokers in the City, I think that he should make it definitely and not by inference.

Arising out of that reply, probably I may put down a question, but in the meantime I should like to ask if these transactions have been conducted, through a reputable firm of brokers in the City?

I will repeat what I have said. If the hon. Member wishes to make a charge against a reputable firm of brokers, I think that he should make it definitely.

India (Magistrate, Lahore)

asked the Under-Secretary of State for India whether he is now in a position to inform the House what is the decision of the Government of India with regard to the magistrate censured by the Chief Justice of Lahore in his judgment delivered on 18th November, 1927?

The position remains the same as it was on the 2nd July, when my Noble Friend informed the hon. Member that he would communicate with him as soon as he was in a position to give an answer to this question.

In view of the fact that it is several months since this question was first asked in the House and the decision was then overdue, is it the intention of the Government to delay this matter until after the rising of this House?

Gun Practice, Kinghorn and Pettycur

asked the Secretary of State for War whether he is aware that in spite of the assurances he gave in the House on the 10th instant, heavy gun firing from the batteries at Kinghorn Ness and Pettycur, Fifeshire, would be restricted and ultimately discontinued, 84 full-charge shots were fired in quick succession from the guns at Pettycur Battery on 23rd and 24th instant; that serious damage has resulted to property in the immediate vicinity of the battery; that people residing in the neighbourhood are suffering in health from the fumes and shock; and if he can now order an immediate cessation of the trouble.

In my reply on the 10th instant, I informed the hon. Member that no further firing from Pettycur would take place this year and that I would inquire whether the practice from Kinghorn could not be restricted to reduced charges. Subsequently, it was represented to me by the local military authorities that firing from Kinghorn caused more inconvenience to the local residents than that from Pettycur, and accordingly, after communicating with the hon. Member, I authorised the practice of the Forth Heavy Brigade, Royal Artillery (Territorial Army), to take place from Pettycur, firing being with reduced charges. Practice was, I understand, carried out with such charges on 23rd and 24th July. I am calling for confirmation of this from the Scottish Command. No further practice is due to take place at either place this year, and, as I informed the hon. Member, I am having inquiries made to see how far practice with 6-inch and 9.2-inch guns from these batteries can be avoided next year.

Is the right hon. Gentleman aware that in the opinion of competent authorities the use of these batteries is, for the purposes of coast defence, absolutely without value, and is he also aware—and will he keep this in mind when he makes the promised inquiry—that there is no practical difficulty at all in the way of the removal of these batteries to a site where their use for training purposes would not involve either damage to property or constitute the nuisance which they now constitute?

Of course, if I could get a site where the firing does not damage property, I should naturally prefer it, and I will bear that in mind when I make my inquiries.

May I ask if this is the first instalment of the Government's adherence to the Kellogg proposals?

Has the right hon. Gentleman been officially informed that the naval base at Rosyth has been closed down, and why, therefore, are those defence batteries still required there?

Canadian Harvest (British Miners)

asked the Secretary of State for the Dominions if it is true that arrangements are now being made for 10,000 men to go from this country to work in the Canadian harvest, of whom 75 per cent, should be miners, and if it is possible for him to make any statement on the matter?

I have received a telegram in connection with this matter from the Canadian Government, but matters have not yet advanced sufficiently for me to make a statement.

Will the right hon. Gentleman see that before any arrangements are made nothing of the mismanagement that took place previously will take place again in the treatment of these harvesters?

Certainly, I will try and see that everything is done to make such a movement, if it comes off, successful.

Business of the House

Will the Prime Minister inform the House what business it is proposed to take next week?

Monday. Supply, Committee, (18th Allotted day)—Estimates for the Foreign Office and Air Ministry, Civil Aviation.

Tuesday, Supply, Committee, (19th Alloted Day)—Estimates for the Scottish Boards of Health, Education, and Agriculture, and Scottish Land Court. At 10 o'clock the outstanding Votes in Committee will be put from the Chair.

Wednesday, Supply, Report, (20th Allotted Day)—Estimates for the Ministry of Health. At 10 o'clock the outstanding Votes on Report will be put from the Chair.

Thursday, Consolidated Fund (Appropriation) Bill, Second Reading.

Friday, Consolidated Fund (Appropriation) Bill, Committee and Third Reading.

During the week, at the conclusion of other business, the remaining stages will be taken of the Isle of Man (Customs) Bill, and Superannuation (Diplomatic Service) Bill.

I hope that by agreement it will be possible to pass two Consolidation Bills which will come down to us—the Food and Drugs (Adulteration) [ Lords ] Bill and the Petroleum (Consolidation) Bill [ Lords ].

Lords Amendments to the Agricultural Credits Bill and the Reorganisation of Offices (Scotland) Bill and to any other Bills which have been passed by this House, will be considered, and any other business necessary to bring the Session to a close.

It is hoped that arrangements will be made through the usual channels to Prorogue on Friday of next week.

During the week it will be desirable to have a discussion on wireless. Would it be possible for the Report on wireless and cable communications to be circulated?

Certainly. I have made arrangements for the Report to be circulated to-morrow morning at half-past 10 o'clock.

"That other Government Business have precedence this day of the Business of Supply, and that the Proceedings on Government Business be exempted, at this day's Sitting, from the provisions of the Standing Order (Sittings of the House)."

On a point of Order. There are two questions involved in the Motion on the Order Paper which stands in the name of the Prime Minister, and I suggest that the two questions should be put separately.

Motion made, and Question put, "That other Government Business have precedence this day of the Business of Supply."—[ The Prime Minister. ]

The House divided Ayes, 186: Noes, 111.

Division No. 335.]

AYES

[3.52 p.m.

Agg-Gardner, Rt. Hon. Sir James T.

Campbell, E. T.

Finburgh, S.

Ainsworth, Lieut.-Col. Charles

Carver, Major W. H.

Foster, Sir Harry S.

Albery, Irving James

Cassels, J. D.

Fraser, Captain Ian

Alexander, E. E. (Leyton)

Cayzer, Maj. Sir Herbt. R. (Prtsmth. S.)

Frees, Sir Walter de

Amery, Rt. Hon. Leopold C. M. S.

Chadwick, Sir Robert Burton

Fremantle, Lieut.-Colonel Francis E.

Applin, Colonel R. V. K.

Chamberlain, Rt. Hon. N. (Ladywood)

Gates, Percy

Apsley, Lord

Christie,. J. A.

Gault, Lieut.-Col. Andrew Hamilton

Astor, Maj. Hn. John J. (Kent, Dover)

Cobb, Sir Cyril

Gilmour, Lt.-Col. Rt. Hon. Sir John

Atholl, Duchess of

Cochrane, Commander Hon. A. D.

Glyn, Major R. G. C.

Baldwin, Rt. Hon. Stanley

Cohen, Major J. Brunel

Goff, Sir Park

Balniel, Lord

Cooper, A. Duff

Grattan-Doyle, Sir N.

Barclay-Harvey, C. M.

Craig, Sir Ernest (Chester, Crewe)

Grenfell, Edward C. (City of London)

Beckett, Sir Gervase (Leeds, N.)

Croft, Brigadier-General Sir H.

Gretton, Colonel Rt. Hon. John

Benn, Sir A. S. (Plymouth, Drake)

Crooke, J. Smedley (Deritend)

Grotrian, H. Brent

Betterton, Henry B.

Crookshank, Cpt. H.(Lindsey, Gainsbro)

Guinness, Rt. Hon. Walter E.

Boothby, R. J. G.

Davies, Maj. Geo. F. (Somerset, Yeovil)

Gunston, Captain D. W.

Bourne, Captain Robert Croft

Davison, Sir W. H. (Kensington, S.)

Hacking, Douglas H.

Bowyer, Captain G. E. W.

Dean, Arthur Wellesley

Hall, Lieut.-Col. Sir F. (Dulwich)

Braithwaite, Major A. N.

Drewe, C.

Hamilton, Sir George

Brass, Captain W.

Eden, Captain Anthony

Hannon, Patrick Joseph Henry

Bridgeman, Rt. Hon. William Clive

Edmonson, Major A. J.

Harrison, G. J. C.

Briggs, J. Harold

Elliot, Major Walter E.

Hartington, Marquess of

Brittain, Sir Harry

Ellis, R. G.

Headlam, Lieut.-Colonel C. M.

Brocklebank, C. E. R.

Erskine, Lord (Somerset, Weston-s-M.)

Henderson, Lieut.-Col. Sir Vivian

Brooke, Brigadier-General C. R. I.

Everard, W. Lindsay

Heneage, Lieut.-Colonel Arthur P.

Brown, Col. D. C. (N'th'l'd., Hexham)

Fairfax, Captain J. G.

Hoare, Lt.-Col. Rt. Hon. Sir S. J. G.

Brown, Br1g.-Gen. H. C. (Berks, Newb'y)

Falle, Sir Bertram G.

Holt, Captain H. P.

Buchan, John

Fanshawe, Captain G. D.

Hope, Capt. A. O. J. (Warw'k, Nun.)

Bullock, Captain M.

Fermoy, Lord

Hopkinson, Sir A. (Eng. Universities)

Cadogan, Major Hon. Edward

Fielden, E. B.

Hopkinson, A. (Lancaster, Mossley)

Horne, Rt. Hon. Sir Robert S.

Nail, Colonel Sir Joseph

Smith, Louis W. (Sheffield, Hallam)

Howard-Bury, Colonel C. K.

Newman, Sir R. H. S. D. L. (Exeter)

Smithers, Waldron

Hudson, Capt. A. U. M.(Hackney, N.)

Nicholson, Col. Rt. Hn. W. G. (Ptrsf'ld.)

Somerville, A. A. (Windsor)

Hume, Sir G. H.

Nield, Rt. Hon. Sir Herbert

Sprot, Sir Alexander

Hurst, Gerald B.

Nuttall, Ellis

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Joynson-Hicks, Rt. Hon. Sir William

Ormsby-Gore, Rt. Hon. William

Steel, Major Samuel Strang

King, Commodore Henry Douglas

Penny, Frederick George

Storry-Deans, R.

Kinloch-Cooke, Sir Clement

Percy, Lord Eustace (Hastings)

Styles, Captain H. Walter

Lamb, J. Q.

Perkins, Colonel E. K.

Tasker, R. Inigo

Lane Fox, Col. Rt. Hon. George R.

Peto, Sir Basil E. (Devon, Barnstaple)

Templeton, W. P.

Lister, Cunliffe-, Rt. Hon. Sir Philip

Peto, G. (Somerset, Frome)

Thom, Lt.-Col. J. G. (Dumbarton)

Locker-Lampson, Rt. Hon. Godfrey

Philipson, Mabel

Thompson, Luke (Sunderland)

Looker, Herbert William

Pownall, Sir Assheton

Thomson, Rt. Hon. Sir W. Mitchell-

Lumley, L. R.

Radford, E. A.

Tinne, J. A.

MacAndrew, Major Charles Glen

Raine, Sir Walter

Tryon, Rt. Hon. George Clement

Macdonald, Capt. P. D. (I. of W.)

Ramsden, E.

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

Macdonnell, Colonel Hon. Angus

Reid, Capt. Cunningham (Warrington)

Warrender, Sir Victor

McLean, Major A.

Rhys, Hon. C. A. U

Waterhouse, Captain Charles

Macmillan, Captain H.

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Watts, Sir Thomas

MacRobert, Alexander M.

Rodd, Rt. Hon. Sir James Rennell

Williams, A. M. (Cornwall, Northern)

Makins, Brigadier-General E.

Ropner, Major L.

Williams, Com. C. (Devon, Torquay)

Malone, Major P. B.

Russell, Alexander West (Tynemouth)

Williams, Herbert G. (Reading)

Margesson, Captain D.

Salmon, Major I.

Wilson, R. R. (Stafford, Lichfield)

Marriott, Sir J. A. R.

Samuel, A. M. (Surrey, Farnham)

Windsor-Clive, Lieut.-Colonel George

Meyer, Sir Frank

Sandeman, N. Stewart

Withers, John James

Milne, J. S. Wardlaw-

Sanders, Sir Robert A.

Womersley, W. J.

Mitchell, W. Foot (Saffron Walden)

Sassoon, Sir Philip Albert Gustave D.

Wood, Rt. Hon. Sir Kingsley

Mitchell, Sir W. Lane (Streatham)

Savery, S. S.

Woodcock, Colonel H. C.

Moles, Rt. Hon. Thomas

Scott, Rt. Hon. Sir Leslie

Worthington-Evans, Rt. Hon. Sir L.

Monsell, Eyres, Com. Rt. Hon. B. M.

Sheffield, Sir Berkeley

Yerburgh, Major Robert D. T.

Moore, Lieut.-Colonel T. C. R. (Ayr)

Shepperson, E. W.

Moore, Sir Newton J.

Simms, Dr. John M. (Co. Down)

TELLERS FOR THE AYES.—

Morrison-Bell, Sir Arthur Clive

Skelton, A. N.

Captain Viscount Curzon and Captain

Wallace.

NOES.

Adamson, Rt. Hon. W. (Fife, West)

Harris, Percy A.

Shaw, Rt. Hon. Thomas (Preston)

Adamson, W. M. (Staff., Cannock)

Hayes, John Henry

Shepherd, Arthur Lewis

Alexander, A. V. (Sheffield, Hillsbro')

Hirst, G. H.

Shiels, Dr. Drummond

Ammon, Charles George

Hirst, W. (Bradford, South)

Shinwell, E.

Baker, Walter

Hudson, J. H. (Huddersfield)

Short, Alfred (Wednesbury)

Barker, G. (Monmouth, Abertillery)

Jenkins, W. (Glamorgan, Neath)

Smillie, Robert

Barnes, A.

John, William (Rhondda, West)

Smith, Ben (Bermondsey, Rotherhitne)

Barr, J.

Jones, Morgan (Caerphilly)

Smith, H. B. Lees (Keighley)

Bowerman, Rt. Hon. Charles W.

Jones, T. I. Mardy (Pontypridd)

Smith, Rennie (Penistone)

Broad, F. A.

Kelly, W. T.

Snell, Harry

Bromfield, William

Kennedy, T.

Snowden, Rt. Hon. Philip

Brown, Ernest (Leith)

Kenworthy, Lt.-Com. Hon. Joseph M.

Stamford, T. W.

Brown, James (Ayr and Bute)

Kirkwood, D.

Stephen, Campbell

Buchanan, G.

Lansbury, George

Stewart, J. (St. Rollox)

Charleton, H. C.

Lawrence, Susan

Sullivan, J.

Cluse, W. S.

Lawson, John James

Sutton, J. E.

Connolly, M.

Lee, F.

Thomas, Sir Robert John (Anglesey)

Cove, W. G.

Lindley, F. W.

Thurtle, Ernest

Cowan, D. M. (Scottish Universities)

Livingstone, A. M.

Tinker, John Joseph

Crawford, H. E.

Longbottom, A. W.

Varley, Frank B.

Crookshank, Col. C. de W. (Berwick)

Lunn, William

Viant, S. P.

Dalton, Hugh

MacDonald, Rt. Hon. J. R. (Aberavon)

Walsh, Rt. Hon. Stephen

Davies, Rhys John (Westhoughton)

Mackinder, W.

Watson, W. M. (Dunfermline)

Day, Harry

Maclean, Nell (Glasgow, Govan)

Wedgwood. Rt. Hon. Josiah

Dennison, R.

Macpherson, Rt. Hon. James I.

Wellock, Wilfred

Evans, Capt. Ernest (Welsh Univer.)

Malone, C. L'Estrange (N'thampton)

Welsh, J. C.

Gardner, J. P.

March, S.

Westwood, J.

George, Rt. Hon. David Lloyd

Mitchell, E. Rosslyn (Paisley)

Wilkinson, Ellen C.

Gibbins, Joseph

Montague, Frederick

Williams. C. P. (Denbigh, Wrexham)

Gosling, Harry

Morrison, R. C. (Tottenham, N.)

Williams, David (Swansea, East)

Graham, D. M. (Lanark, Hamilton)

Oliver, George Harold

Williams, T. (York, Dan Valley)

Graham, Rt. Hon. Wm. (Edin., Cent.)

Palin, John Henry

Wilson, C. H. (Sheffield, Attercliffe)

Greenall, T.

Pethick-Lawrence, F. W.

Wilson, R. J. (Jarrow)

Grenfell, D. R. (Glamorgan)

Potts, John S.

Windsor, Walter

Groves, T.

Purcell, A. A.

Grundy, T. W.

Richardson, R. (Houghton-le-Spring)

TELLERS FOR THE NOES.—

Hall, F. (York, W. R., Normanton)

Robinson, W. C. (Yorks, W. R., Elland)

Mr. Charles Edwards and Mr.

Hall, G. H. (Merthyr Tydvil)

Salter, Dr. Alfred

Whiteley.

Hardie, George D.

Scurr, John

Motion made, and Question put,

"That the Proceedings on Government Business be exempted, at this day's Sitting, 'from the provisions of the Standing Order

(Sittings of the House)."—[ The Prime Minister. ]

The House divided: Ayes, 180; Noes, 109.

Division No. 336.]

AYES.

[4.2 p.m.

Agg-Gardner, Rt. Hon. Sir James T.

Fraser, Captain Ian

Nield, Rt. Hon. Sir Herbert

Ainsworth, Lieut.-Col. Charles

Frece, Sir Walter de

Nuttall, Ellis

Albery, Irving James

Fremantle, Lieut.-Colonel Francis E.

Ormsby-Gore, Rt. Hon. William

Alexander, E. E. (Leyton)

Gates, Percy

Penny, Frederick George

Amery, Rt. Hon. Leopold C. M. S.

Gault, Lieut.-Col. Andrew Hamilton

Percy, Lord Eustace (Hastings)

Apollo, Colonel R. V. K.

Gilmour, Lt.-Col. Rt. Hon. Sir John

Perkins, Colonel E. K.

Apsley, Lord

Glyn, Major R. G. C.

Peto, Sir Basil E. (Devon, Barnstaple)

Astor, Maj. Hn. John J. (Kent, Dover)

Goff, Sir Park

Peto, G. (Somerset, Frame)

Atholl, Duchess of

Grattan-Doyle, Sir N.

Philipson, M abet

Baldwin, Rt. Hon. Stanley

Grenfell, Edward C. (City of London)

Pownall, Sir Assheton

Balniel, Lord

Gretton, Colonel Rt. Hon. John

Radford, E. A.

Barclay-Harvey, C. M

Grotrian, H. Brent

Raine, Sir Walter

Beckett, Sir Gervase (Leeds, N.)

Guinness, Rt. Hon. Walter E.

Ramsden, E.

Benn, Sir A. S. (Plymouth, Drake)

Gunston, Captain D. W.

Reid, Capt. Cunningham (Warrington)

Betterton, Henry B.

Hacking, Douglas H.

Rhys, Hon. C. A. U.

Boothby, R. J. G.

Hall, Lieut.-Col. Sir F. (Dulwich)

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Bourne, Captain Robert Croft

Hamilton, Sir George

Rodd, Rt. Hon. Sir James Rennell

Bowyer, Captain G. E. W.

Hannon, Patrick Joseph Henry

Ropner, Major L.

Braithwaite, Major A. N.

Harrison, G. J. C.

Russell, Alexander West (Tynemouth)

Brass, Captain W.

Hartington, Marquess of

Salmon, Major I.

Bridgeman, Rt. Hon. William Clive

Headiam, Lieut.-Colonel C. M.

Samuel, A. M. (Surrey, Farnham)

Briggs, J. Harold

Henderson, Lieut.-Col. Sir Vivian

Sandeman, N. Stewart

Brittain, Sir Harry

Heneage, Lieut.-Col. Arthur P.

Sanders, Sir Robert A.

Brocklebank, C. E. R.

Hoare, Lt.-Col. Rt. Hon. Sir S. J. G.

Sassoon. Sir Philip Albert Gustave D.

Brooke, Brigadier-General C. R. I.

Holt, Captain H. P.

Savery, S. S.

Brown, Col. D. C. (N'th'l'd., Hexham)

Hope, Capt. A. O. J. (Warw'k, Nun.)

Scott, Rt. Hon. Sir Leslie

Brown, Brig.-Gen. H. C. (Berks, Newb'y)

Hopkinson, Sir A. (Eng. Universities)

Sheffield, Sir Berkeley

Buchan, John

Hopkinson, A. (Lancaster, Mossley)

Shepperson, E. W.

Bullock, Captain M.

Horne, Rt. Hon. Sir Robert S.

Simms, Dr. John M. (Co. Down)

Cadogan, Major Hon. Edward

Howard-Bury, Colonel C. K.

Skelton, A. N.

Campbell, E. T.

Hudson, Capt. A. U. M. (Hackney, N)

Smith, Louis W. (Sheffield, Hallam)

Carver, Major W. H.

Hume, Sir G. H.

Smithers, Waldron

Cassels, J. D.

Joynson-Hicks, Rt. Hon. Sir William

Somerville, A. A. (Windsor)

Cayzcr, Maj. Sir Herbt. R. (Prtsmth, S.)

King, Commodore Henry Douglas

Sprot, Sir Alexander

Chadwick, Sir Robert Burton

Kinloch-Cooke, Sir Clement

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Chamberlain, Rt. Hon. N. (Ladywood)

Lamb, J. Q.

Steel, Major Samuel Strang

Christie, J. A.

Lane Fox, Col. Rt. Hon. George R.

Styles, Captain H. Waiter

Cobb. Sir Cyril

Lister, Cunliffe-, Rt. Hon. Sir Philip

Tasker, R. Inigo.

Cochrane, Commander Hon. A. D.

Locker-Lampson, Rt. Hon. Godfrey

Templeton, W. P.

Cohen, Major J. Brunel

Looker, Herbert William

Thom, Lt.-Col. J. G. (Dumbarton)

Cooper, A. Duff

Lumley, L. R.

Thompson, Luke (Sunderland)

Craig. Sir Ernest (Chester, Crewe)

Lynn, Sir R. J.

Thomson, Rt. Hon. Sir W. Mitchell-

Croft, Brigadier-General Sir H.

MacAndrew, Major Charles Glen

Tinne, J. A.

Crookshank. Cpt. H. (Lindsey, Gainsbro)

Macdonald, Capt. P. D. (I. of W.)

Wallace, Captain D. E.

Davies. Maj. Geo. F. (Somerset, Yeovil;

McDonnell, Colonel Hon. Angus

Ward. Lt.-Col. A. L. (Kingston-on-Hull)

Davison, Sir W. H. (Kensington, S.)

McLean, Major A.

Warrender, Sir Victor

Dean, Arthur Wellesley

Macmillan, Captain H.

Waterhouse, Captain Charles

Drewe, C.

Makins, Brigadier-General E.

Watts, Sir Thomas

Eden, Captain Anthony

Malone, Major P. B.

Williams, A. M. (Cornwall, Northern)

Edmondson, Major A. J.

Marriott, Sir J. A. R.

Williams, Com. C. (Devon, Torquay)

Elliot, Major Walter E.

Milne, J. S. Wardlaw-

Williams, Herbert G. (Reading)

Ellis. R. G.

Mitchell, W. Foot (Saffron Walden)

Wilson. R. R. (Stafford, Lichfield)

Erskine, Lord (Somerset, Weston-s-M.)

Mitchell, Sir W. Lane (Streatham)

Windsor-Clive, Lieut.-Colonel George

Everard, W. Lindsay

Moles, Rt. Hon. Thomas

Withers, John James

Fairfax, Captain J. G.

Monsen, Eyres, Corn. Rt. Hon. B. M.

Womersley, W. J.

Falle, Sir Bertram G.

Moore, Lieut.-Colonel T. C. R. (Ayr)

Wood, Rt. Hon. Sir Kingsley

Fanshawe, Captain G. D.

Moore, Sir Newton J.

Woodcock, Colonel H. C.

Fermoy, Lord

Morrison-Bell, Sir Arthur Clive

Yerburgh, Major Robert D. T.

Fielden, E. B.

Nall, Colonel Sir Joseph

Finburgh, S.

Newman, Sir R. H. S. D. L. (Exeter)

TELLERS FOR THE AYES.—

Foster, Sir Harry S.

Nicholson, Col. Rt. Hn. W. G. (Ptrsrld.)

Captain Viscount Curzon and

Captain Margesson.

NOES.

Adamson, Rt. Hon. W. (Fife, West)

Cove, W. G.

Groves, T.

Adamson, W. M. (Staff, Cannock)

Cowan, D. M. (Scottish Universities)

Grundy, T. W.

Alexander, A. V. (Sheffield, Hillsbro')

Crawfurd, H. E.

Hall, F. (York, W. R., Normanton)

Ammon, Charles George

Dalton, Hugh

Hall, G. H. (Merthyr Tydeli)

Baker, Walter

Davies, Rhys John (Westhoughton)

Hardle, George D.

Barker, G. (Monmouth, Abertillery)

Day, Harry

Heyday, Arthur

Barnes, A.

Dennison, R.

Hayes, John Henry

Barr, J.

Evans, Capt. Ernest (Welsh Univer.)

Hirst, G. H.

Bowerman, Rt. Hon. Charles W.

Gardner, J. P.

Hirst, W. (Bradford, South)

Broad, F. A.

George, Rt. Hon. David Lloyd

Hudson, J. H. (Huddersfield)

Bromfield, William

Gibbins, Joseph

Jenkins, W. (Glamorgan, Neath)

Brown, Ernest (Leith)

Gosling, Harry

John, William (Rhondda, West)

Brown, James (Ayr and Bute)

Graham, D. M. (Lanark, Hamilton)

Jones, Morgan (Caerphilly)

Buchanan, G.

Graham, Rt. Hon. Wm. (Edin., Cent.)

Jones, T. I. Mardy (Pontypridd)

Charleton, H. C.

Greenall, T.

Kelly, W. T.

Connolly, M.

Grenfell, D. R. (Glamorgan)

Kennedy, T.

Kenworthy, Lt.-Com. Hon. Joseph M.

Purcell, A. A.

Thurtle, Ernest

Kirkwood, D.

Richardson, R. (Houghton-le-Spring)

Tinker, John Joseph

Lansbury, George

Robinson, W. C. (Yorks, W. R., Elland)

Varley, Frank B.

Lawrence, Susan

Salter, Dr. Alfred

Viant, S. P.

Lawson, John James

Scurr, John

Walsh, Rt. Hon. Stephen

Lee, F.

Shaw, Rt. Hon. Thomas (Preston)

Watson, W. M. (Dunfermline)

Lindley. F. W.

Shepherd, Arthur Lewis

Wedgwood, Rt. Hon. Josiah

Longbottom, A. W.

Shiels, Dr. Drummond

Wellock, Wilfred

Lunn, William

Shinwell, E.

Welsh, J. C.

MacDonald, Rt. Hon. J. R. (Aberavon)

Short, Alfred (Wednesbury)

Westwood, J.

Mackinder, W.

Smillie, Robert

Wilkinson, Ellen C.

Maclean, Neil (Glasgow, Govan)

Smith, Ben (Bermondsey, Rotherhithe)

Williams, C. P. (Denbigh, Wrexham)

Macpherson, Rt. Hon. James

Smith, H. B. Lees- (Keighley)

Williams, David (Swansea, East)

Malone, C. L'Estrange (N'thampton)

Smith, Rennie (Penlstone)

Williams, T. (York, Don Valley)

March, S.

Snell, Harry

Wilson, C. H. (Sheffield, Attercliffe)

Mitchell, E. Rosslyn (Paisley)

Snowden, Rt. Hon. Philip

Wilson. R. J. (Jarrow)

Montague, Frederick

Stamford, T. W.

Windsor, Walter

Morrison, R. C. (Tottenham, N.)

Stephen, Campbell

Oliver, George Harold

Stewart, J. (St. Rollox)

TELLERS FOR THE NOES.—

Palin, John Henry

Sullivan, J.

Mr. Charles Edwards and Mr.

Pethick-Lawrence, F. W.

Sutton, J. E.

Whiteley.

Potts, John S.

Thomas, Sir Robert John (Anglesey)

Bills Reported

Merchant Shipping, (Line-Throwing Appliance) Bill,

Reported, with Amendments, from Standing Committee C.

Report to lie upon the Table, and to be printed.

Minutes of the Proceedings of the Standing Committee to be printed.

Bill, as amended ( in the Standing Committee ), to be taken into consideration To-morrow, and to be printed. [Bill 193.]

Rag Flock Act (1911) Amendment Bill,

Reported, without Amendment, from Standing Committee A.

Report to lie upon the Table, and to be printed.

Minutes of the Proceedings of the Standing Committee to be printed. Bill, not amended ( in the Standing Committee ), to be taken into consideration To-morrow.

MORECAMBE CORPORATION BILL [Lords],

Reported, with Amendments, from the Local Legislation Committee (Section A); Report to lie upon the Table, and to be printed.

Message from the Lords

That they have agreed to,—

London, Midland, and Scottish Railway (Road Transport) Bill,

Great Western Railway (Road Transport) Bill,

London and North Eastern Railway (Road Transport) Bill,

Southern Railway (Road Transport) Bill, without Amendment.

Orders of the Day

Companies Bill

As amended ( in the Standing Committee ), further considered.

CLAUSE 39.—(Accounts.)

Amendment proposed [25th July]: page 34, line 13, at the end, to insert the words:

"and in such profit-and-loss account there shall be stated under separate headings—

I beg to second the Amendment.

I should like to recall to the House that this Amendment is designed exclusively for the purpose of providing more publicity with regard to balance sheets of all kinds of public companies, and is in no way designed to embarrass companies. It will, I think, ultimately assist companies rather than embarrass them. The right hon. Gentleman, when dealing with a similar Amendment to this in Committee, pointed out that in certain cases it would be most difficult to provide the profit and loss account as detailed in the manner described in the Amendment, and in other cases it would be most undesirable. The right hon. Gentleman constantly argues that pertinent informa- tion ought not to be made available for fear of a competitor getting hold of the accounts and using them to the advantage of his own firm. The point of this Amendment is that, while the very best companies are willing to provide, or actually are providing, a certain amount of the information sought for in this Amendment, we think that if all companies were called upon to do likewise, it would regularise the matter in a way that would ultimately be of benefit rather than a disadvantage to the average company. Now the profit and loss account as described in this Clause means anything or nothing, since there is no detailed or standardised form describing how the profit and loss account shall be prepared. Might I recall a quotation made by my hon. Friend the Member for Mile End (Mr. Scurr) when moving this Amendment yesterday evening? I think this quotation is highly important, and due note ought to be taken of it by all Members of the House. He quoted this statement made by Mr. Morgan, Vice-President of the Incorporated Society of Accountants and Auditors: fess that this was by no means the unanimous opinion of the Committee, nor was it based upon unanimous evidence submitted to the inquiry. Therefore, as there was a great difference of opinion then, and expert authorities have since submitted that for the Bill to pass through as it now stands would be useless and meaningless, it seems to me that a very careful further consideration ought to be given by the right hon. Gentleman to this portion of the Bill. One further quotation might be made. In reply to the statements of the right hon. Gentleman, the Parliamentary Secretary and the right hon. Gentleman the Member for West Swansea (Mr. Runciman), relative to the question of publicity of accounts, here is a further quotation from Mr. Morgan, who said:

to the BOARD of TRADE (Mr. Herbert Williams): Is the hon. Member talking about balance sheets?

Their profit and loss accounts are identical with the account which is desired in this Amendment. Indeed, they go beyond it. They are obliged to give all the details because of pressure from their own members. They give a full statement of all their transactions and it is because of the constructive criticism which is offered at their half yearly and annual meetings that the co-operative society is such a wonderful success as compared with many other undertakings. The President of the Board of Trade may recall some statements which have been made by hon. Members opposite relative to the cooperative society. They are constantly demanding that the Chancellor of the Exchequer shall find ways and means of taxing co-operative dividends. The co-operative society is constantly absorbing privately-owned business and while Income Tax was paid by the private individual, no Income Tax is paid by the society. That is the best compliment that could be paid to the co-operative movement, and since they supply all these details there is no fear that a private company which supplies a profit and loss account of this nature will be doing anything detrimental to any one of its concerns.

Then the question of subsidiary companies is a most vital point in the industrial relations between employers and employed. It has cropped up time and again. It may be argued by the right hon. Gentleman to-day; as it has been in the past, that the case of colliery companies with their subsidiary selling agencies is not relevant so far as this Bill is concerned. I say it is relevant to this subject. It may be that information in connection with the mining industry is available now to a far greater extent than hitherto, but in 1926, when we had the biggest industrial conflict known to this country, hon. Members in this House argued that it was largely due to suspicion on the part of the employés. If that conflict was the result of suspicion the right hon. Gentleman has now an opportunity to remove any such suspicion so that in future no industrial conflict will be due to the fact that the workmen's representatives are in possession of only a few of the facts when they enter into negotiations with the employers.

We have a clear recollection of the method deliberately employed by various companies for the purpose of misleading their employés, the general public and the consuming public. Take the case of a colliery company which sets up a by-products works. The results of that by-products works are not taken into the colliery company's accounts at all, and it is quite an easy matter for the colliery company to sell coal to itself as the owners of the by-products works at a very small price. They can lose money on the colliery and make huge profits on the by-products works. The workers, the miners, know nothing of this as they are only concerned with the production of the raw material, not its sale, and they are always at a disadvantage. This is one of the most fruitful causes of industrial disputes in the mining in- dustry. There is the case of a colliery company in South Yorkshire which has two selling agencies going at the same time; both of them subsidiary companies. One selling agency operates in Nottinghamshire and another in London; and the colliery company is selling coal to itself at a small price, actually losing money at the pit but making large profits through its selling agencies.

If the hon. and gallant Member desires the name I can give it him privately, and also the address of the selling agencies. There is another instance as to what may take place in the future, if the present method of ascertainment is continued. A colliery company has been working for 16 years employing 2,800 men but not a penny profit has been made. When we looked further into the question we found that the whole of the shares of this company are owned by a huge steel undertaking and that the steel undertaking for the same 16 years has made an average profit of 17½ per cent. annually. I suggest that the right hon. Gentleman, knowing these things, realising the amount of suspicion there is in the minds of the employés and general public, should do everything he can consistent with not disturbing private companies carrying on their normal work to remove this suspicion and encourage more honesty and fairplay in our industrial life and our industrial relations. If the right hon. Gentleman will consult the Secretary for Mines he will find in the quarterly returns that while in some counties it costs 2d. and 4d. per ton for timber, in others it costs 6d.; and there is nothing to prevent a colliery company having a subsidiary company importing timber, buying from itself at high prices, losing money at the pit but making a profit as timber merchants. Unless all these subsidiary undertakings are obliged to provide a profit and loss account it is obvious that we are not going to remove suspicion or clear the industrial atmosphere in this country. The shareholder, in any case, is entitled to the fullest possible information, and even he- when a profit and loss account has been specially prepared in order to delude shareholders knows little more about the company as a result of his perusal of the balance-sheet than he did before.

On a point of Order. I beg to call attention to the fact that there are not the necessary Members present.

I cannot take any notice of that, because there were a great many Members present a few moments ago.

I thought that if I draw your attention to the fact that there were not a sufficient number of hon. Members present it was necessary for you to wait until there were.

No. The reason why I do not take any notice is that I must wait until some little time afterwards before accepting the hon. Member's point of Order.

May I ask how long we are to wait before we can draw your attention to the fact that there are not sufficient Members present?

I should not like to lay down any definite rule, but much longer than ten minutes.

The President no doubt will argue that the great difficulty of accepting this Amendment is the impossible task we should impose on certain companies which have subsidiary companies in this country and abroad. I realise that it would create difficulties, but if the Co-operative Wholesale Society can do it I suggest that every private company in the country should be compelled to do it. The publicity which is given in the case of the accounts of the co-operative society has in no way retarded their business. Rather they have gone from success to success; and if we look at the experience of the United States we find that the more publicity that is given to an undertaking the more successful has that undertaking become. For these reasons; because there is a general desire for more and yet more publicity, because the shareholder is entitled to full information, because the consumer should know all the facts as well as the employés in an undertaking, and because publicity is necessary in order to make industrial relations better than they have been in the past, I hope the right bon. Gentleman will revise the Bill and accept the Amendment.

I understand from your Ruling, Mr. Speaker, that we can discuss other Amendments on the Paper dealing with this Clause, and therefore, I should like to say a few words about the Amendment which I have put down—in page 35, line 13, at the end, to insert the words: It does seem to me that it is possible that a company might make their balance-sheet, their profit and loss account, and say to their accountants, "Here is our balance-sheet and here is the figure which we are inserting in the balance-sheet and the figure of the profit and loss account. You can examine it." They would examine it, and it would be incorporated in the balance-sheet. There appears, however, to be nothing whatever to prevent the directors subsequently presenting a profit and loss account in an entirely different form, although, of course, with the same resultant figure of profit and loss. In other words, there does not seem to be at present in the law anything which throws upon the accountants a really definite responsibility as to the farm of, or the information given in, the profit and loss account.

I think it is quite possible, in fact it is most likely, that the advisers of the Government have given them quite a different statement as to the duties of auditors, as to the opinions of other auditors as to what their duties are, but this can only emphasise the fact that I am endeavouring to make, which is that the auditors themselves are by no means clear on this subject, and that when it comes to auditing a balance-sheet and of being responsible for such important figures as those of a profit and loss account, it certainly is most desirable that the auditors should quite clearly understand where their responsibilities begin and end. With the incorporation of my Amendment, I hope that the matter would be made quite clear. The Clause and the effect of Amendments to it are difficult to follow without some explanation. The Clause states the duties of auditors. Sub-section (6, a ) states: the profit and loss account is printed and submitted to the shareholders, in precisely the same way as they are now responsible for the form in which the balance sheet is presented. I have inquired as to whether this would be likely to involve any material extra expense, and I am informed that that is not likely to be the case. I readily admit, and I am sure everyone does, that no responsible auditor certifies a balance sheet without having assured himself, as far as he can, that the profit and loss account is more or less in order, at any rate as regards the figure which he takes into his balance sheet. As I have said, his powers in that respect are limited and his duties are not very clearly defined, and I do not think there could be any serious objection to incorporating my Amendment into the Bill.

So as to reveal the whole case, I would mention that when an experienced auditor was asked whether he would approve of my Amendment, his reply was more or less to the following effect—that as an auditor he did not want it, but that as a protection for the public he thought it was most desirable. I have considered that reply since, and have come to the conclusion that when he said it "was most desirable in the interest of the public," he said all that it was necessary to say to recommend my Amendment. When he said that as an auditor he did not desire it, I must admit that he gave no reasons, and I have tried to find them for myself. Perhaps they are these—that he very likely is a very busy man with a big practice, and no doubt it would extend and define more widely the responsibility of auditors, and under the Amendment he would in future be responsible for all profit and loss accounts, and in all probability he could not demand and would not get any material, if any, extra remuneration, because the directors would undoubtedly say, "We are not asking you to do anything more than you have done before, and all these years you would not have audited the balance sheet without satisfying yourself about our profit and loss account." There would, however, be this big difference, that in any case where the auditor has to be more satisfied about the situation where at present he has not a technical ground one which he can object, he would in future have that technical ground. I therefore desire to recommend my Amendment to my right hon. Friend the President of the Board of Trade.

The various points which are raised by this Clause are points of very considerable importance, and it would no doubt be convenient to have a full discussion of them. We did discuss them fully in Committee, but it is quite right that the House should give a considered judgment on the position. It is convenient, too, that we should discuss this Clause first, because a great deal of the argument which will be advanced for or against the laying down of Regulations as to the precise details which are to find their place in a profit and loss account, the view which one takes whether we should meticulously lay down a system of accounting applicable to every company, the form of account and so forth—the arguments for or against that course necessarily are very much the same as the arguments for or against similar Regulations as to the form of a balance-sheet. Probably, therefore, the view that one takes as to the desirability of prescribing the precise details of a profit and loss account would be exactly the same view which one would express for or against, on the subject of a balance-sheet; and, therefore, we can conveniently take our broad discussion on the general power of companies, subject to reasonable provisions, to keep their accounts in the form which they find convenient, and we can possibly do it best upon this Clause. The first proposal which is made in the Amendment which is actually before the House, that moved by the hon. Lady opposite in a very reasonable and thoughtful way—

On a point of Order. With great respect, Mr. Speaker, I again draw your attention to the fact that there are not 40 Members present.

I have told the hon. Member once that I am not going to take notice of that intimation until a certain time after I had been assured that there were 40 Members present. The time has not arrived to take notice of the hon. Member's intimation.

You indicated ten minutes as the period that must elapse, and I would mention that 15 minutes have elapsed since I last drew your attention to the fact that 40 Members were not present.

The hon. Member misunderstood me. I said that I certainly would not take notice within ten minutes of having previously done so, but I did not indicate any time in which I would take notice that 10 Members were not present.

When interrupted, I was saying that we could most conveniently discuss on this Clause the broad issue of prescribing the form of accounts or leaving that to the general discretion of the company. The Amendment before the House raises that issue in considerable detail. I shall deal later with some of the examples which are cited in 'the Amendment, but, broadly speaking, I may say that this question was the subject of very full examination by the Greene Committee, who heard all the arguments that have been advanced to-day; heard my hon. Friend the Member for Hillsborough (Mr. A. V. Alexander), who exposed clearly to them how completely the Co-operative Society is able to frame its accounts in the form set out in the Amendment; and heard a great mass of evidence representing the general opinion of accountants, of lawyers, of business men, and of persons whose sole concern it was to say, "Let us give the public as much information as we can." Having heard all that evidence, only a fraction of which can be cited in this House, the Greene Committee came definitely and positively to the conclusion that it would be unwise to lay down hard-and-fast rules as to the form which the profit and loss account ought to take.

Would my right hon. Friend read that particular recommendation of the Greene Committee?

Yes, it is in paragraph 67, which states:

"We consider that the law should be altered so as to make the keeping of such accounts compulsory."

That is the general keeping of accounts, and, of course, that is provided for by this Clause, but it does not refer to the precise form of accounts. The Report continues:

"In the case of companies, it is for obvious reasons impossible to specify with any elaboration the accounts to be kept, and our recommendation goes as far in this direction as we consider to be practicable."

That is to say, they consider that there ought to be an obligation upon companies to keep proper accounts. That is the ordinary and regular practice, and, of course, statutory sanction may be given to it, if, indeed, statutory sanction be needed; but it would be very unwise to try to specify with precision the exact form which account should take. How could you lay down a form of accounts equally appropriate to a bank, an insurance company, a trust company, an industrial business, a manufacturing company, a trading company with trade all over the world, a distributing company, a mining company—in the case of which very peculiar forms of account have to be kept—a development company, or any of the other numerous classes of companies which one could enumerate? We have only to consider the manifold activities of business, and the different forms which it takes in order to see how impossible it would be to specify a precise form of accounts for all.

Why is it possible then for the Chief Registrar of Friendly Societies to say to the Co-operative Wholesale Society, dealing as it does in a hundred different businesses of all kinds—production, distribution, export and import trade—that it must keep its accounts in a special form? It is done successfully in that case.

It is quite possible, no doubt, that it is done under tile Provident Societies Act. I do not feel called upon to argue—indeed, I am not sure that I should be in order in arguing it upon this Amendment or even upon this Bill—the question of what provisions Parliament, years ago, thought it wise to make for the special surveillance of the co-operative societies and whether they are necessary or not. All I need say is that Parliament was not concerned at that time with the convenience of the accounting system, but thought it necessary, for other reasons, to lay it down that certain accounts should be kept. I am not saying for a moment that it is not possible for anyone who has plenty of time at his disposal and a great deal of writing paper, to set out the forms of accounts which co-operative societies should keep. I cannot say that I have studied every single one of them, but they occupy a very large number of folios in the books in which these accounts are prescribed. The very fact that, when you come to deal with co-operative societies, you have to occupy so much space in laying down your recommendations for that particular class of undertaking bears out what I am saying. What you would have to do here would be, not merely to prescribe the accounts which admittedly it is possible for the organisation referred to by the hon. Gentleman to keep, but you would have to prescribe for all kinds of different undertakings.

On a point of Order. As I am anxious to maintain the rights of Members of this House, I beg to draw your attention once again to the fact that there are not the necessary number of Members present.

Before the point of Order is ruled, may one inquire whether it is not the fact that there is at present an agreement obtaining between the two Front Benches, and whether it is in accordance with the custom of this House that understandings of that kind should be disregarded in order to bring about a suspension of public business?

That may or may not be so, but it is not a matter of which I should take notice here. My mind is influenced by other matters altogether. I regard it as being in my discretion, if there appears to me to be a sufficient number of Members in the House, to give ample time before putting Members to the inconvenience of coming back again on a count. That has been the invariable custom with successive occupants of the Chair.

May I submit that there is nothing in the Standing Orders and nothing in Sir Erskine May's "Parliamentary Practice" which indicates that there is any discretion left to the Chair in this matter. When attention has been called to the fact that there are not the necessary number of Members present, a count should be called.

The hon. Member may not find it in the Standing Orders, but he certainly will find it in Sir Erskine May.

I was saying that if you take a sufficient amount of time and space you could set out the accounts which have to be kept by an organisation like the co-operative society, but if, on the top of that, you are going to prescribe the precise form of accounts for every single company of every type in this country, you would have to take into consideration hundreds and hundreds of different classes of undertaking and you would have to produce a series of volumes in laying down the forms of accounts which they ought to keep. In the end you would have invited this House to express its approval of a volume of literature containing every form of account that the ordinary business of one kind or another might find it desirable to keep; and when you had passed that volume you would probably find that one or two of the examples in it had become out-of-date, because some other form of account had been adopted, or some new form of business had arisen. I am sure those were the reasons which led the Greene Committee to their conclusion. They go on:

"Experience shows that in many instances, particularly in the case of private companies, accounts are not properly kept, with the result that when liquidation ensues, the company's books are found to be so defective and confused that it is impossible to find out what has become of goods and money belonging to it."

The House will have observed that special provisions are being inserted here in general terms compelling proper accounts to be kept.

Certainly. I am not going to repeat all my arguments. I have already indicated why we must allow a discretion to the company, but hon. Members opposite know that there are provisions later on in the Bill which put a very severe penalty upon directors in cases where accounts are not properly kept. Then with regard to the form of accounts, I would again quote the Greene Committee's Report:

"Although in general we consider that shareholders and others concerned have little ground for complaint, cases occur where the information given by the accounts is of a scanty nature, particularly where assets are so grouped together under one heading that the true position of the company cannot readily be ascertained."

That point is dealt with in Clause 40. Then the Committee state:

"We think it most undesirable to attempt to lay down hard-and-fast rules as to the form which a balance sheet should take."

A fortiori, if you cannot lay down the form which a balance sheet should take, how much more difficult is it to lay down the form which a profit and loss account should take?

I do not think the effect of the Amendment with which I was dealing would be to lay it down definitely.

No, I am coming later to the point of my hon. Friend the Member for Gravesend (Mr. Albery). I quite appreciate that it is a different point and I was impressed by his arguments, which I think merit consideration. I am now dealing with what I may call the main Amendment here. The Greene Committee say:

"The matter of accounts is one in which we are satisfied upon the evidence before us that within reasonable limits companies should be left a free hand."

That is the considered opinion of that very influential Committee. How well is the wisdom of their conclusion illustrated by the Amendment of the hon. Lady the Member for East Ham North (Miss Lawrence). That Amendment would not only be incapable of application to all companies—and certainly undesirable if you tried to force it on them—but there are other difficulties. It asks for a statement of the profits or losses of each subsidiary company. We provide already in Clause 4 of the Bill that the balance sheet of a holding company is to show how these profits or losses are dealt with, and there are particularly stringent provisions in regard to showing whether a loss has been incurred and how that loss has been dealt with. Yesterday the House decided, after a full Debate, that it would be most undesirable to compel these subsidiary companies to disclose their accounts. We argued that matter out on the question of the private company.

No, I understood that we left over the question of the subsidiary company.

5.0 p.m.

We left over the question of the subsidiary company in order that the hon. Member might speak on it again, if she so desired; but I am referring to the argument which was advanced and which found favour with the House yesterday on the question of whether you should abolish private companies or not. The hon. Member moved to abolish private companies altogether, and it was largely on the case of the subsidiary companies that she based her argument. My answer, borne out by the right hon. Gentleman the Member for West Swansea (Mr. Runciman), was that there are many businesses where the private company, or subsidiary company, is, in fact, only a branch or department of the main company. To force a disclosure of the particulars of profit and loss would, in many cases, be giving information of great advantage to the competitors of such a company. That is the argument which found favour with the Greene Committee and with the House, and I must maintain it. It would be unfair to compel every holding company to show the profits and losses of its subsidiaries. Then the hon. Lady in this Amendment says that you must show the profit or loss on the sale of any investment. I suppose she is assuming the case of great blocks of War Loan or something of that sort. Let her turn her mind, however, to a form of company which is increasing in popularity to-day. Take the case of a trust company, the whole object of which is the purchase and sale of investments. That type of company is providing a most valuable addition to our commercial life and gives valuable assistance to the ordinary individual, rich or poor, in making his or her investments. You can invest your money through an investment company and it is a very sound thing to do, but observe what the profit and loss account of a trust company would look like if we carried out the proposal which the hon. Lady is recommending to the House. The profit and loss account of every trust company would have to show every single transaction in which that trust company was engaged, every sale of an investment and the profit or loss made upon it. Really, I think the same applies very largely to an insurance company and to any company in the fortunate position of having reserves at all. Conceive of what your profit and loss account would be when it had to contain the profit or loss made on the sale of every investment.

After the Debate on this matter in Committee, I received a note, which was unsigned—I do not know from whom it came—

No. The note said:

"Is it so very difficult for insurance companies and others to give proper lists of assets and investments?"

Whoever was the writer enclosed me the balance-sheet of the Legal and General Insurance Society, Limited, with a very complete list of all their assets and depreciations, and I cannot see any very great difficulty in carrying out such a requirement.

The hon. Member must not put the wrong words into my mouth. I never stated that a trust company did not need to keep accounts of its purchases and sales. Of course it does, and if you analyse the accounts kept by a trust company, or an insurance company, or any private individual, you can find out in those accounts what purchases and sales are made, and that is what we mean by giving a company reasonable discretion to keep proper accounts, but I am dealing with the Amendment. What the hon. Lady is pressing a trust company to do is not only to keep an account of what it buys and sells, but to produce a profit and loss account in which every single transaction is set out. I do not see why a company should be compelled to disclose to all the world precisely what it reserves for bad and doubtful debts. I do not think that is a very wise proposal.

The Income Tax has to be put in. The whole purpose of putting in Income Tax, I suppose, is to found upon the statement of Income Tax an argument that a company ought not to create reserves for depreciation greater than what is allowed for the purposes of Income Tax. I put it to anybody who is in any busi- ness of any sort, Is it prudent finance to make your depreciation depend upon the amount which the Income Tax collector allows you? Everybody knows that it would be the most imprudent thing in the world; and if there has been one claim which has been voiced, and with which I must say, the Chancellor of the Exchequer being temporarily absent, that I have considerable sympathy, it is the claim which is constantly voiced that the allowances which the law allows for depreciation in the payment of Income Tax are much less generous allowances than those which any prudent business man will allow. That is common ground, and, therefore, why are we to put that in?

Then we are to put in, in every case, in every profit and loss account, the loss on the sale of any asset or assets exceeding £100. It is going to be a pretty extensive profit and loss account, but even if you are going to force this enormous schedule of accounts upon every company, how can they carry it out? Take, for instance, the case of a land company which buys and sells land. That company may very well buy a large block of land and sell it off in small lots. In that case, how is the company going to decide, until the whole of the land has been sold off, whether a profit or a loss has been made on a particular transaction? It is not a possible thing to do. You may make an estimate, and you may say that the balance should stand at the end at so much, but the balance may become less valuable, because you may have sold off the rather better parts of the land first. I think I have said enough on that point to show that that proposal would really be impossible. Then there is the remuneration of directors, but that is properly dealt with on a later Clause. I could go on and take more examples, but I venture to think that I have said enough to satisfy the House how wise the Greene Committee was when it said, " Lay down general rules that a company must keep proper accounts, but do leave a company reasonable discretion in the particulars of the accounts that it keeps."

I have made it my business since the Committee stage to consult most fully with those distinguished accountants who were on the Greene Committee on the point of accounts and on the point raised by my hon. Friend. I am sure the whole House will agree that you could not get a more representative trio of accountants than those three—Sir William MeLintock, Sir James Martin, and Mr. William Cash—and they most strongly endorse all that I have said to-day as to the impossibility of this Amendment. The hon. Member who seconded the Amendment had rather an interesting reason to give why he wanted the Amendment standing in the name of the hon. Lady. It was in order that he might find out whether, in some particular case, a company had sold at a particular price to another company, but, believe me, he would not find that out under this Amendment. This Amendment, if it were carried, would not give him one-twentieth of the information, not one-hundredth part of the information, which he already gets in the mining industry to-day, when his own accountants can go in and, not just look at the profit and loss account, but have the right to look at the whole of the accounts of the colliery company.

But surely the right hon. Gentleman is aware that the recent method of ascertaining is quite a modern invention, and that even there until very recently the miners had no access to certain of the accounts of the colliery companies. In Yorkshire alone one case had to be taken to the umpire and fought out between the owners and the miners' representative as to whether certain information should now be given or not, and although the Yorkshire miners justified their claim and the information is now available, it may be that in other cases that same information is not available.

I said that if we passed this Amendment the hon. Member would not get a hundredth part of the information which he gets under his mining accountancy system now. He may say that 10 years ago that was not in operation, but it is in operation to-day. I know something about accounts and about coal mines, and I can assure him that if he got this Amendment he would not get anything approaching the value of the unexampled right of his accountants going in and seeing the whole of a colliery company's books.

Because the hon. Member has to-day a right which might at some future time be taken away he is asking us to pass an Amendment which would not give him what he wants or any substitute for what he has today. I am sure that even his persuasive eloquence is not adequate to persuade the House to do that. Now I come to the other question raised, which was advanced not for setting out with particularity the details of accounts, but the proposal in some form or other which suggests that the auditors should give their certificate in a rather different form and that they should give a special certificate with regard to the profit and loss account. I thought that was, as I say, important, and I have made it my business, as I promised I would, to consult with those accountants. The view they gave me was extraordinarily interesting and informative, and it was this: They said, "Do not stereotype more than is done at present the duties and rights of accountants. We find to-day that we have an enormous power, that we can, if we think anything is not completely satisfactory in the accounts of a company, say, 'No; these accounts have to be shown in a different way.'"

I am not giving my own opinion, but I am giving the opinion of three of the ablest accountants, men whose whole lifework has been to build up and enhance the reputation of a great profession and to see that accounts are kept and presented in the most effective way, and they all said to me, "If you try to lay down with precision a number of things that the accountants are to do, if you lay down with precision the form in which the accounts are to be kept, we shall be faced with this, that where a company does not want to keep its accounts in what we think is the right form, or does not want to make a disclosure that we think ought to be made, or does not want to make an alteration which we think ought to be made, at present we are on strong ground; but if you lay down with precision exactly what are the accountants' rights, we shall be told by the kind of company that ought to be brought to account, 'You are passing beyond your boundaries; the Act lays down clearly what you are to do and what you are not to do, and'"—

Notice taken, that 40 Members were not present; House counted, and 40 Members being present—

Therefore, that being the considered opinion of those accountants, I hope my hon. Friend will not press the Amendment.

Does my right hon. Friend not think that, whereas that opinion is perfectly sound as dealing with prominent accountants auditing big businesses, where no change of auditors could take place without causing considerable comment, when one deals with a larger number of less important auditors or accountants auditing smaller businesses, the position is rather different? At present they can easily be changed if they raise trouble.

I do not think so. We may very easily argue from the exceptional case. If you have a fraudulent accountant, no Act of Parliament can save you from that.

When it comes to the question of discretionary power, when you have a tremendously high reputation among accountants, with great names that we all know and which are household words, these men rightly regard their great profession as we regard a great college or institution, and it is only fair to say that the same standard really prevails among the comparatively little men, the men with smaller practices. After all, the wording of this Section was very carefully considered when the Act of 1908 was going through. It is a pretty strong power. In Section 113, Sub-section (2), it is laid down that: fetter the power of the auditor, and, therefore, in the interest of the auditor having the greatest possible power, the alteration should not be made.

Another important matter was the suggestion that where 75 per cent. of the voting power in a public company is held by the directors, the balance-sheet should not be sent out to the shareholders. This is not a proposal which commends itself to me. I do not think if the directors hold 75 per ant. of the shares, that is any reason why the holders of the other 25 per cent. should not receive a balance-sheet. I am sure that the Amendment has not been put down with any object of concealing anything from the shareholders, but because the thing is unnecessary. But, when we have to lay down the general rule that the balance-sheet and profit and loss account are to go to all the shareholders, they ought to go out however the shares are held in a public company.

We have had a very long speech from the President of the Board of Trade. It was a very appropriate speech, and it is a matter of regret that so important a matter as this should have to be discussed on an afternoon which is not sufficiently convenient. That must not, however, prevent us, before we go to the Division, from stating clearly and categorically our reasons for differing from the right hon. Gentleman upon this matter. Among the arguments which he put forward was one that it was very desirable that all these details should be given because of the difficulty that companies would be in if they were to reveal certain things to their competitors. That is an argument that carries very little weight with me. I do not know whether the right hon. Gentleman reads the various trade papers to the same extent that I do. Unfortunately for my sins, I have to read them to see what they say about the trading organisation with which I am intimately connected. There is not a week in which I do not pick up the various trade journals—the "Drapers' Record," the "Boot and Shoe Record," the "Grocer," the "Grocers' Gazette" and others, and in every one of them I find a review of some co-operative society quoting their profits and losses. They even carry it to the extent of giving the gross profits per pound of sales and losses per pound of sales, and even the expenses per pound of sales before arriving at the net profits. Can anyone argue that where all 'these details are given in the form of accounts the business of these societies is damnified? Not at all. The great publicity which is given to these accounts for the information of the shareholders is one of the main reasons for the success of the businesses concerned.

I could bring hundreds of forms of accounts with appropriate profit and loss accounts, and I have one in my hand. This is just an 'ordinary distributive business, the Gateshead Co-operative Society, doing a business of something like £1,000,000 a year, and yet you have in the accounts the details given for every shop which they cover. There is a complete income and expenditure account, such as you never get in the accounts of a public company filed at Somerset House. You have a complete expenses account, a detailed trading account giving the ratio of expenses per pound of sales to gross profits, and finally you have a profit and loss account. That form of balance sheet is common to a body which is doing business to the extent of £300,000,000 a year. I submit that if it is possible for that to be done for a business of that size, there is no reason why it should not be possible to every other body trading in the country which seeks to obtain, and does obtain, the privilege of limited liability.

On the general question whether profit and loss accounts should be published in the detail that we desire, the President of the Board of Trade rested himself very largely upon his consultation with the three distinguished accountants he named. Far be it from me to throw any reflection on the professional status of these gentlemen. They neither want praise nor the reverse from me, because this position is established, but it must not be taken that on a matter like this their opinion is necessarily the only established opinion, and if the right hon. Gentleman had taken care to read some of the statements in the Journal of the very society over which Sir James Martin presided with so much honour for many years, namely, the Journal of the Incorporated Accountants, I am certain he would not be quite so satisfied. Here is an account in the February number of a paper read by Mr. Kissan, the financial editor of the "Daily Mail." Mr. Kissan said: two more opinions. There is the opinion expressed in the course of a discussion by the Vice-President of the Incorporated Society of Accountants and Auditors. He said: Interruption. ] I hope the learned Attorney-General will do it, and I shall be interested and edified to hear from him on that point. Every week one sees cases reported in the ordinary Press and in the financial Press which prove conclusively that much fuller information ought to be given both in profit and loss accounts and balance sheets. I quote from the "Investors' Review" of 21st July. There is a long article there under the heading, "Non-inflammable prospectus ends in smoke." I ought to say that one of the directors of the company is a Member of the House, and another was the late chief organiser of Conservative party.

I cannot tell you the price of the shares. I am going to read out one or two things which are said about this particular company.

There is nothing wrong with the price of the shares, if that is any index of the working of the company.

The director I referred to is one of the hon. Members for Liverpool, and the other gentleman is Sir Herbert Blain, who, I believe, was chief organiser of the Conservative party. In the course of that article, the "Investors' Review" says:

The next point I come to is this. One could understand the objection of the right hon. Gentleman to the various items in this schedule we have put down if he would be prepared to extend the powers of auditors, but he is not prepared to do that. I do not want to say much about that, because my hon. Friend the Member for East Ham is to deal with that point. The President of the Board of Trade says the powers do not need to be extended, and that auditors ought not to be put in too arbitrary a position, but if he read the views expressed week after week in the "Accountants' Journal" by well qualified members of the profession he would soon begin to, change his opinion about that, because they feel that they are cribin'd cabin'd and confined—I say it plainly—if they want to keep their job as auditors of some of the companies. In the Committee upstairs I made the same statement. An objection was taken to it, but I repeat it down here. In that connection I would refer to a statement made in the "Times Trade Supplement" of 12th May:

I would say one other word about the general question of the profit and loss account. Take the evidence which was put before the Greene Committee by Mr. A. F. Topham, K.C., whose is knowledge of company law s well known. He said, in the precis of his evidence, that every company was bound to appoint an auditor, but that there was no penalty for default, and that there appeared to be no obligation to keep books or draw up balance sheets: precis. I cannot help regretting that we should have got so far as the Report stage of the Bill without having made any real progress in the direction of securing the publicity desired. I do not know whether the President of the Board of Trade realises it, but there has been a plea for publicity of this kind not for a decade or two but for many decades. Only in the last few days I was reading an old copy of the "Accountant," published in 1875, 53 years ago, pleading for more publicity in accounts. Since then the need for publicity has become doubly and trebly strengthened. The Liberal party had a great opportunity of dealing with the question in 1908, and in my judgment, failed altogether. In 1928, 20 years later, the Conservative party have had a great opportunity of doing something like elementary justice to the millions of shareholders and trade creditors in the country in securing the publication of proper accounts of the great undertakings which have the privilege and the protection of the Companies Acts. The Government will have entirely failed, in my judgment, unless they take a different view from that which they have expressed this afternoon, and they will be worthy of the condemnation of the country.

I have listened with great interest to the last speaker because I am inclined to agree with him on general principles but in putting those principles into force, in devising methods of protecting the public, the Amendment would entirely fail, in my opinion. He spoke about the protection given to limited liability companies. I can assure him as a member of a firm and a director of an unlimited private company, that I should welcome with the greatest joy such a report as he asks for being given to the public by any competitor of mine. I can assure my hon. Friend that in the case of a private shipping company, or any other business, nothing would give me so much pleasure as to be able to see the report of my competitors in this shape. I think this Bill is a genuine attempt to protect the small shareholders. The last speaker and other hon. Members opposite have worked very hard for that object, but I think it is very probably that many of the efforts which they have made in that direction will not inure to the benefit of this country, and will not inure to the profits of the small shareholders. I can imagine nothing that would suit a foreign competitor in one of our great industries more than to be able to persuade the chief accountant of one of our great companies to give him all the information detailed in the hon. Lady's Amendment.

The people who write in such journals as the "Drapers' Gazette" or in the distributive trade journals are very well acquainted with the internal affairs of distributing companies, but in development companies and shipping and mining companies a good deal depends on the processes, the internal management or on the development of trade, and in such cases I think it is very essential that they should keep their competitors from knowing their actual policy, and the actual success which they are achieving in various directions. Many of our principal trade organisations do in fact give the most minute statistics and details of what they have achieved, but in many concerns, such as mining companies, many of our subsidiary companies are not too anxious to give those particulars until they are sure of obtaining sufficient land to develop in the right direction. In those cases, they do not publish the statistics, and they are quite justified in not publishing them, because, in developing a large area they would be very foolish, after having found something good, to publish information about it, since the public would immediately rush in and buy the land near such development. This Amendment suggests the publication of a uniform system of public accounts which would cover every sort of undertaking. The publication of details like those asked for in this Amendment might suit co-operative societies and distributive companies, but it would do infinite harm in the case of many other companies. To do this in the case of shipping companies would mean running a very great risk. Suppose I find that it pays me after a good deal of development to run a service from Iceland to Norway or from Patagonia to South Africa. After having developed that service, I find that in one of my subsidiary companies I have made a profit and in another I have made a loss. If I published those facts, my competitors would at once jump in to compete with me in the Iceland-Norwegian trade, where I have made a profit. In another case, if I published to my shareholders the amount of money I have lost for several years in one direction, my competitors might jump in and compete with me, to kill my trade. If they had not done so, I might later on have made that business prosperous. For these reasons, I believe that the proposals contained in this Amendment will do infinite harm to the companies and incidentally to the shareholders as well.

Take another instance of people developing trade in several parts of the world. By building up large reserves I may have been able to face very bad times. If I had been trading in China and Russia as well as other places, it might be a disadvantage for me to say that I had made enormous losses in Russia and China recently after great years of prosperity. To state the losses I had incurred in those two countries might seriously damage my credit and my power' to carry on trade in other countries. I think it will be seen that it would be very difficult to fix rules to suit all parties, and while these suggestions might suit distributive businesses, they might do a great deal of harm to other companies. I agree that the present conditions are not satisfactory, and, if the President of the Board of Trade can manage to define that sacred word "reasonable," I think it would be an advantage. It will be remembered that last year the Treasury and the Chancellor of the Exchequer and the Inland Revenue authorities, when dealing with the Super-tax, said that they could not define the term "reasonable," but they were prepared to say what was unreasonable, and they penalised companies accordingly. What I say is that all the proposals in the long list contained in this Amendment which we are asked to insist upon in a balance sheet are totally unreasonable.

When the President of the Board of Trade was dealing with private companies he paid me the great compliment of attributing to me somebody else's speech. What I said was that I was confining myself to cases where the Companies Acts were used as a cloak for fraud. On that occasion, I referred to subsidiary companies which are dealt with later on in the Bill. There is always a difficulty which arises when we are arguing with the President of the Board of Trade. Some time ago in very old-fashioned religious circles it used to be the practice for people repeatedly to meet an argument with a case, and that is the way the President has tried to meet the arguments put forward against this Bill. The Report of the Greene Committee needs careful discussion, whatever may be said about its recommendations, and that Report is as bad in form as any Report that I have ever seen.

We are accustomed in the case of Royal Commissions and other inquiries to see a real attempt made to deal with the facts placed before the inquiry, and as a rule the evidence is carefully weighed. In this respect, the Greene Committee entirely ignores the duty which hitherto has been considered to be incumbent upon all Royal Commissions and Departmental Committees, because it does not deal with the evidence; in fact, it does not weigh the evidence in any way. I have found it necessary on different occasions to quote the evidence of the Greene Committee. We have been told that the President of the Board of Trade has interviewed three members of the Greene Committee, and they have repeated exactly the words which they put in their published statements. I know those three members are very important persons, and the right hon. Gentleman seems to think that it strengthens his case to say that they are of the same opinion still. If hon. Members look at the evidence given before the Greene Committee, they will see that there is a very large volume of opinion among auditors and accountants showing that the very proposals which we are making are necessary. We say that the auditor should examine the balance-sheet, the books and the vouchers. The Society of Incorporated Auditors and Accountants says:

There, in addition to what my hon. Friend has said, is very solid professional opinion with regard to the laying of a rather stricter duty upon auditors, and we have really had nothing from the President of the Board of Trade with regard to that question except the recommendation of the Greene Committee and the statement that the three auditors on that Committee who signed the Report still agree with that recommendation. I know that it is not very much use asking these questions, and that, in the case of a Bill of this amazing complexity, at a late hour in the Session, it is not very likely that we shall be able to make any impression upon it in this House, but we do feel that it is our duty to call attention to these points. We, therefore, do so, and we can only regret that the Government, in our view, have hardly anywhere moved a step towards satisfying our demands. With regard to private companies, I will only say this. The Greene 'Committee, in paragraph 67 of their Report, say:

I think the House ought to bear clearly in mind, before it imposes obligations on companies to publish certain information, the fact that that information with regard to their balance sheets or profit and loss accounts finds its way to two or three totally different classes of people. It finds its way, first of all, to the shareholders of the company, who are undoubtedly entitled to information with regard to their own property. It also finds its way to the creditors of the company, to the competitors of the company, and to the curious public. These people have totally different rights. It is only right that, if people are to have the benefits of limited liability, their balance sheet figures, in the case of public companies should be available for their creditors or would-be creditors; but this Amendment makes the provisions which it contains with regard to profit and loss accounts obligatory on all companies, whether they wish to give these figures or not. These figures relative to profit and loss account transactions do not interest the creditors of the concern at all. They interest the competitors in an illicit way, but there is no person outside the list of shareholders of the company who has any right to require information with regard to the profit and loss account figures of any concern.

I do not know in what way the hon. Member suggests that. the workmen ought to have this information. If he is speaking of the coal industry, the coal industry has at present independent accountants who have to certify the figures of the various companies, and provision is made, in the agreements between employers and employed, for such investigations. If the shareholders of any particular concern wish to have, with regard to their profit and loss account figures, the information set forth in this Amendment, it is quite competent for them to get it if they are in a sufficient majority, by having the provisions of the company's articles of association so framed as to require their particular company to give this information.

The hon. Member for Hillsborough (Mr. A. V. Alexander), in combating the argument advanced from this side that it was undesirable that the information asked for in this Amendment should be given, put forward the argument that the Co-operative Wholesale Society, and the co-operative societies generally, give this information. That is quite right; their shareholders and members desire it, and, therefore, it is only right and proper that they should have it. In the same way, if the shareholders of any company, whether it be a public company or a private company, wish to have this detailed information, it is only right, if they are in a sufficient majority, that they should have it, and if they are in a sufficient majority they can, by means of their articles of association, make it obligatory upon the directors to give the information. I do think that this House ought to consider very carefully before it puts any further obligations upon or difficulties in the way of joint stock enterprise. This Amendment is so widely drawn that I hope the House will reject it. I think that hon. Members opposite, in their desire that full information shall be given, have made an excessive demand, and, if their proposals were carried into effect, they would do a considerable amount of harm.

The speech of the hon. Member for South Salford (Mr. Radford) is typical of what we on this side of the House have had to face repeatedly in the course of these Debates. The hon. Member takes the Amendment on the Paper, and says that he has great sympathy with it, but that it goes too far. We meet that argument every time by asking those people who say that they sympathise with us to give us a little constructive assistance. Let the House observe what the hon. Member said. Ho said that, if the shareholders in any concern want this information, they have, only to ask for it by a sufficient majority. I will undertake to say that the hon. Gentleman is a shareholder in a great many companies, but that he will never so far dominate those companies that he will be able to get this information. We in this House are seeking to-day to protect the shareholders, and it is no answer to say to us that, if the shareholders can get together and demand unanimously, certain information from the directors, they can get it. We know that perfectly well, but the hon. Member knows, and we know, that they never will get it, and never can get it, on this earth. The whole object that we have in this Amendment is to protect the shareholder, so that there will be sufficient publicity to enable the shareholders to judge whether the business in which they are interested is carried on soundly.

Cannot the right hon. Gentleman see that, in his anxiety, which I am sure is a sincere anxiety, to help shareholders to get certain information, he is helping them to their own undoing, by getting information for them which will do their vital interests great harm?

That is the universal excuse that is used by any board of directors whenever anyone asks for this information, and everyone knows that, in 99 cases out of 100, it is a fraudulent excuse for not giving the information. I would not say a thing; like that on my own authority, but I would refer the hon. Member to the columns of the "Economist" and the "Accountant," papers which are devoted specially to these questions. The editors of both of these papers, in leading articles, have made in quite clear that, on 99 per cent. of the occasions upon, which that excuse is made, it is made simply as an excuse, and not with any valid reason behind it. The fact is that we have to realise that the business of being a director is not merely to direct the company to success, but to preserve a certain amount of incognito as against the shareholders. The point that we want to put before the House is that the Government, in considering this matter, should not solely take the view of the directors, and consider them as the people who should inspire legislation, but that they should look at the matter also from the point of view of the shareholders. Everyone knows the sort of profit and loss account that we all get at the present time. It gives no information whatever; everything is lumped together; there is no detail—

There are the auditors, but I know, and the hon. Baronet knows, perfectly well, that the auditors, who should be, and nominally are, the servants of the shareholders, are, in fact, the nominees and servants of the directors, and, therefore, under the present law, the protection to the shareholders is extremely small. They have to take the working of the company on trust. They see a good board of directors, and they trust that good board, and over and over again, I am sorry to say, it will be found that the best managed companies in this country give the least possible information in their profit and loss accounts. Why is that? Is it because they are afraid of giving information, or is it from sheer conservatism? There is an extraordinary desire to keep information about the company, not only from the public, but from the shareholders—

I have dealt with that question, and have pointed out that the "Accountant" and the "Economist" have shown that in 99 per cent. of the cases in which the competitor danger is brought forward it is merely a fraud to cover up the desire to keep the information secret. The question is whether we can, in this Bill, do something more to protect the shareholders, and I say here and now, speaking for shareholders, that we on these benches are not merely speaking for shareholders in companies, but for the interests of British production and British trade and industry. If possible investors are going to get nervous about investing in British companies because they find that, when they put money into a British company, the board of directors has it at its sole disposal, and that they have not the information that they should have to enable them to judge of the company's progress, if the normal investor fights shy of British industrial securities, it is not going to be merely the different companies that suffer, but the whole country. Therefore, when we speak in the interests of the shareholders, we are really speaking in the interests of the whole of British industry. We do want a little additional security for shareholders, and we ask the President of the Board of Trade to do a little hard thinking in the interests of the shareholders of this country, so that they may be given the additional information which they require in order to be certain of their investments. All that the right hon. Gentleman does is to get up and repeat, exactly like an automatic machine, "It is in the Greene Committee's Report."

Let me tell the right hon. Gentleman something that may, perhaps, be new to him. We on this side of the House, in spite of our determined opposition to the policy of his side of the House, rather like the Prime Minister, and I will tell hon. Members why. We rather like him because he does not treat us as though we were school children. He does not merely throw authority after authority at our heads, but tries to give us the reasons, without hitting us over the head with authority. He would never dream of saying "The Greene Committee says this," or "Mr. Gladstone said that in 1878." He would treat us as reasonable people, and try to show the arguments which induced Mr. Gladstone to say something in 1878. We do not want authority; we are intelligent people, and can think for ourselves. [ Interruption. ] Are hon. Members opposite in need of authority? Cannot they think for themselves? In any case, I would ask them to observe the difference in regard to treatment in this House between the Prime Minister and the President of the Board of Trade. In the one case you have argument, in the other you have authority.

To my mind, the real advantage of Parliament is that it is, as its name implies, a debating assembly. It is not an assembly which takes orders from other people, or takes views because they are the views of particular people. Our whole contribution to self-government has come from the capacity for debating, for thinking what the arguments are, explaining them, receiving the replies and dealing with them. If once we are to adopt the habit of saying, "Your arguments may be admirable, but the Greene Committee has said this, and you must do what the Greene Committee says without asking what reasons actuated them," half the value of the House of Commons will be gone. I beg the right hon. Gentleman to drop this dogmatic assertion of divine inspiration and to give us, instead, the reasons why he believes prosperity can best be attained by concealing from the shareholders facts about their companies. The Amendment may be drawn too widely, but does he not think that something on the lines of the Amendment, which has the blessing of the financial papers, could even now be embodied in the Bill, so as to give the investor a feeling of security which would induce him to invest his money in this country instead of abroad? That is what we are asking for.

May I add that I deprecate this habit of dealing in one Amendment with a whole long string of Amendments. This is the only Debate that is to take place on Clause 39. All the Amendments are to be debated at the same time, and we are to have, at the end, one Division after another. That is not good debating. The whole of the Debate for the last 2+ hours has been solely on the first Amendment. The other things will not be discussed. They will be voted upon, but that is not debate. That is

again on the assumption that, one you have a docile obedient Government majority, who will differ in speech but will always vote with the Government en bloc, it is really unnecessary to have any Debate. All that is necessary is docilely to follow the inspired Greene Report and its prophet, the President of the Board of Trade.

I did not intend to speak on this Amendment, but the right hon. and gallant Gentleman has shown such colossal ignorance of the methods of public companies that one business man at least ought to get up and say a word to try to put the House in a proper frame of mind before going to a vote. The right hon. and gallant Gentleman seems to suggest that every company must exhibit in the profit and loss account every detail of its business. That would mean that we were to bring every efficient concern down to the level-of every inefficient concern, and every company in the land would know what every other company was doing, and a competent board of directors would teach every incompetent board of directors their business. That is the business of auditors, who are as highly esteemed as the legal profession, men of the highest possible standing, who are appointed not by the directors, but by the company in general meeting, and if the shareholders do not attend the annual meetings, it is the fault of the shareholders and not of the directors. It is nonsense for the right hon. and gallant Gentleman to tell us that the directors have the control of the company and do everything and the shareholders have nothing to say in the matter. I just got up to pass these few remarks, and I am certainly not going to vote for the Amendment.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 111 Noes, 204.

Division No. 337.]

AYES.

[6.23 p.m.

Adamson, Rt. Hon. W. (Fife, west)

Broad, F. A.

Davies, Ellis (Denbigh, Denbigh)

Adamson, W. M. (Staff., Cannock)

Bromfield, William

Day, Harry

Alexander, A. V. (Sheffield, H illsbro')

Brown, James (Ayr and Bute)

Dennison, R.

Ammon, Charles George

Buchanan, G.

Gardner, J. P.

Baker, J. (Wolverhamton, Bllston)

Charleton, H. C.

Garro-Jones, Captain G. M.

Baker, Walter

Cluse, W. S.

Gibbins Joseph

Barker, G. (Monmouth, Abertillery)

Clynes, Rt. Hon. John R.

Gillett, George M.

Barr, J.

Connolly, M.

Gosling, Harry

Batey, Joseph

Cove, W. G.

Graham, D. M. (Lanark, Hamilton

Bowerman, Rt. Hon. Charles W.

Dalton, Hugh

Graham, Rt. Hon. Wm. (Edin., Cen

Greenall, T.

March, S.

Snowden, Rt. Hon. Philip

Grenfell, D. R. (Glamorgan)

Montague, Frederick

Stamford, T. W.

Griffiths, T. (Monmouth, Pontypool)

Morrison, R. C. (Tottenham, N.)

Stephen, Campbell

Groves, T.

Naylor, T. E.

Stewart, J. (St. Rollox)

Grundy, T. W.

Oliver, George Harold

Sullivan, J.

Hall, F. (York, W. R., Normanton)

Palin, John Henry

Sutton, J. E.

Hall, G. H.(Merthyr Tydvil)

Parkinson, John Alien (Wigan)

Thorne, W. (West Ham, Plaistow)

Hayday, Arthur

Pethick-Lawrence, F. W.

Thurtle, Ernest

Henderson, Rt. Hon. A. (Burnley)

Potts, John S.

Tinker, John Joseph

Henderson, T. (Glasgow)

Purcell, A. A.

Townend, A. E.

Hirst, G. H.

Richardson, R. (Houghton-le-Spring)

Trevelyan, Rt. Hon. C. P.

Hirst, W. (Bradford, South)

Roberts, Rt. Hon. F. O. (W. Bromwich)

Varley, Frank B.

Hudson, J. H. (Huddersfield).

Robinson, W. C. (Yorks, W. R., Elland)

Viant, S. P.

Jenkins, W. (Glamorgan, Neath)

Sakiatvaia, Shapurjl

Watson, W. M. (Dunfermline)

John William (Rhondda West)

Salter, Dr. Alfred

Wedgwood, Rt. Hon. Josiah

Jones, Morgan (Caerphilly)

Scrymgeour, E.

Wellock, Wilfred

Kelly, W. T.

Scurr, John

Welsh, J. C.

Kennedy, T.

Sexton, James

Westwood, J.

Kirkwood, D.

Shaw, Rt. Hon. Thomas (Preston)

Whiteley, W.

Lawrence, Susan

Shepherd, Arthur Lewis

Wilkinson, Ellen C.

Lawson, John James

Shiels, Dr. Drummond

Williams, David (Swansea, East)

Lee, F.

Shinweil, E.

Williams, T. (York, Don Valley)

Longbottom, A. W.

Short, Alfred (Wednesbury)

Wilson, C. H. (Sheffield, Attercilffe)

Lunn William

Sitch, Charles H.

Wilson, R. J. (Jarrow)

MacDonald, Rt. Hon. J. R.(Aberavon)

Smillie, Robert

Windsor, Walter

Mackinder, W.

Smith Ben (Bermondsey, Rotherhithe)

Maclean, Nell (Glasgow, Govan)

Smith, H. B. Lees (Kelghley)

TELLERS FOR THE AYES.—

Malone, C. L'Estrange (N'thampton)

Smith, Rennie (Penistone)

Mr. A. Barnes and Mr. Charles Edwards.

NOES.

Agg-Gardner, Rt. Hon. Sir James T.

Davies, Maj. Geo. F. (Somerset, Yeovil)

King, Commodore Henry Douglas

Albery, Irving James

Dawson, Sir Philip

Lamb, J. Q.

Allen, Sir J. Sandeman

Drewe, C.

Lane Fox, Col. Rt. Hon. George R.

Applin, Colonel R. V. K.

Eden, Captain Anthony

Lister, Cunliffe-, Rt. Hon. Sir Philip

Apsley, Lord

Edmondson, Major A. J.

Livingstone, A. M.

Astor, Maj. Hn. John J. (Kent, Dover)

Elliot, Major Walter E.

Lloyd, Cyril E. (Dudley)

Atholl, Duchess of

Ellis, R. G.

Locker-Lampson, Rt. Hon. Godfrey

Atkinson, C.

Erskine, Lord (Somerset, Weston-s.-M.)

Long, Major Eric

Baldwin, Rt. Hon. Stanley

Evans, Captain A. (Cardiff, South)

Looker, Herbert William

Balfour, George (Hampstead)

Everard, W. Lindsay

Lumley. L. R.

Balniel, Lord

Fairfax, Captain J. G.

MacAndrew, Major Charles Glen

Barclay-Harvey, C. M.

Falle, Sir Bertram G.

Macdonald, Capt. P. D. (I. of W.)

Barnett, Major Sir Richard

Falls, Sir Charles F.

Macdonald, R. (Glasgow, Cathcart)

Beckett, Sir Gervase (Leeds, N.)

Fanshawe, Captain G. D.

McDonnell, Colonel Hon. Angus

Bennett, A. J.

Fenby, T. D.

McLean, Major A

Bird, E. R. (Yorks, W. R., Skipton)

Fermoy, Lord

Macmillan, Captain H.

Blundell, F. N.

Finburgh, S.

Mac Robert, Alexandew M.

Bourne, Captain Robert Croft

Foster, Sir Harry S.

Maitland, A. (Kent, Faversham)

Brass, Captain W.

Fraser, Captain Ian

Malone, Major P. B.

Brassey, Sir Leonard

Galbraith. J. F. W.

Margesson, Captain D.

Briant, Frank

Gates, Percy

Marriott, Sir J. A. R.

Bridgeman, Rt. Hon. William Clive

Gilmour. Lt.-Col. Rt. Hon. Sir John

Mason, Colonel Glyn K.

Briscoe, Richard George

Glyn, Major R. G. C.

Merriman, Sir F. Boyd

Brittain, Sir Harry

Goff, Sir Park

Meyer, Sir Frank

Broun-Lindsay, Major H.

Greaves-Lord. Sir Walter

Mitchell, W. Foot (Saffron Walden)

Brown, Col. D. C. (N'th'l'd., Hexham)

Grenfell, Edward C. (City of London)

Mitchell, Sir W. Lane (Streatham)

Brown, Brig.-Gen. H. C. (Berks, Newb'y)

Gretton, Colonel Rt. Hon. John

Moles, Rt. Hon. Thomas

Brown, Ernest (Leith)

Grotrian, H. Brent

Monsell, Eyres, Com. Rt. Hon. B. M.

Buchan, John

Guinness, Rt. Hon. Walter E.

Moore, Lieut.-Colonel T. C. R. (Ayr)

Bullock, Captain M.

Hacking, Douglas H.

Moore, Sir Newton J.

Burman, J. B.

Hall, Capt. W. D'A. (Brecon & Rad.)

Moore-Brabazon, Lieut.-Col. J. T. C.

Cadogan, Major Hon. Edward

Hamilton, Sir George

Morrison, H. (Wilts, Salisbury)

Campbell, E. T.

Hammersley, S. S.

Newman, Sir R. H. S. D. L. (Exeter)

Carver, Major W. H.

Hannon, Patrick Joseph Henry

Nuttall, Ellis

Cassels, J. D.

Harney, E. A.

Ormsby-Gore, Rt. Hon. William

Cayzer, Maj. Sir Herbt. R. (Prtsmth. S)

Hartington, Marquess of

Owen, Major G.

Cecil, Rt. Hon. Lord H. (Ox. Univ.)

Headiam, Lieut.-Colonel C. M.

Penny, Frederick George

Chadwick, Sir Robert Burton

Henderson, Lieut.-Col. Sir Vivian

Percy, Lord Eustace (Hastings)

Chamberlain, Rt. Hon. N. (Ladywood)

Heneage, Lieut.-Col. Arthur P.

Perkins, Colonel E. K.

Christie, J. A.

Hills, Major John Waller

Peto, Sir Basil E. (Devon, Barnstaple)

Cobb, Sir Cyril

Hilton, Cecil

Peto, G. (Somerset, Frame)

Cochrane, Commander Hon. A. D.

Hoare, Lt.-Col. Rt. Hon. Sir S. J. G.

Pilditch, Sir Philip

Colfox, Major Wm. Phillips

Holt, Capt. H. P.

Pownall, Sir Assheton

Cooper, A. Duff

Hopkinson, Sir A. (Eng. Universities)

Preston, William

Cowan, D. M. (Scottish Universities)

Hopkinson, A. (Lancaster, Mossley)

Radford, E. A.

Craig, Sir Ernest (Chester, Crewe)

Hudson, Capt. A. U. M. (Hackney, N.)

Raine, Sir Waiter

Crawfurd, H. E.

Hume, Sir G. H.

Ramsden, E.

Croft, Brigadier-General Sir H.

Hutchison, Sir Robert (Montrose)

Rentoul, G. S.

Crookshank, Col. C. de W. (Berwick)

Inskip, Sir Thomas Walker H

Rhys, Hon. C. A. U.

Crookshank, Cpt. H. (Lindsey, Gainsbro)

Jackson, Sir H. (Wandsworth, Cen'l)

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Cunliffe, Sir Herbert

Kennedy, A. R. (Preston)

Rodd, Rt. Hon. Sir James Rennell

Davidson, Rt. Hon. J. (Hertford)

Kindersley, Major G. M.

Ropner, Major L.

Russell, Alexander West (Tynemouth)

Stanley, Lord(Fylde)

White, Lieut.-Col. Sir G. Dalrymple

Rye, F. G.

Stanley, Hon. O. F. G.(Westm'eland)

Williams, A. M. (Cornwall, Northern)

Salmon, Major I.

Steel, Major Samuel Strang

Williams, Com. C.(Devon, Torquay)

Samuel, A. M. (Surrey, Farnham)

Storry-Deans, R.

Williams, C. P. (Denbigh, Wrexham)

Sandeman, N. Stewart

Tacker, R. Inigo

Williams, Herbert G. (Reading)

Sanders, Sir Robert A.

Templeton, W. P.

Windsor-Clive, Lieut.-Colonel George

Sandon, Lord

Thom, Lt.-Col. J. G. (Dumbarton)

Withers, John James

Savory, S. S.

Thomas, Sir Robert John(Anglesey)

Wolmer, Viscount

Sheffield, SirBerkeley

Thomson, Rt. Hon. Sir W. Mitchell-

Wood, Rt. Hon. Sir Kingsley

Simms, Dr. John M. (Co. Down)

Tinne, J. A.

Woodcock, Colonel H. C.

Skelton, A. N.

Tomlinson, R. P.

Worthington-Evans, Rt. Hon. Sir L.

Smithers, Waldron

Tryon, Rt. Hon. George Clement

Wragg, Herbert

Somerville, A. A. (Windsor)

Waddington, R.

Yerburgh, Major Robert D. T.

Southby, Commander A. R. J.

Wallace, Captain D. E.

Young, Rt. Hon. Sir Hilton (Norwich)

Spender-Clay, Colonel H.

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

Sprot, Sir Alexander

Warrender, Sir Victor

TELLERS FOR THE NOES.—

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Watts, Sir Thomas

Captain Viscount Curzon and Captain Bowyer.

I beg to move, in page 35, line 11, at the end, to insert the words:

"( a ) At the end of Sub-section (1) there shall be inserted the words and to enable them to sign a report in the following terms:

The undersigned being -the auditors appointed by the company, having had access to all the books, deeds, documents, and accounts of the company, and having examined the foregoing balance sheet, and verified the same with the books, deeds

documents, accounts, and vouchers relating thereto, now sign the same as found to be correct, duly vouched, and in accordance with law (subject to a special report if found to be necessary).'"

I beg to second the Amendment.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 125; Noes, 201.

Division No. 338.]

AYES.

[6.31 p.m.

Adamson, Rt. Hon. W. (Fife, West)

Hall, G. H.(Merthyr Tydvil)

Scurr, John

Adamson, W. M.(Staff., Cannock)

Harney, E. A.

Sexton, James

Alexander, A. V.(Sheffield, Hilisbro')

Harris, Percy A.

Shaw, Rt. Hon. Thomas (Preston)

Ammon, Charles George

Heyday, Arthur

Shepherd, Arthur Lewis

Baker, J.(Wolverhampton, Bilston)

Henderson, Right Hon. A. (Burnley)

Shiels, Dr. Drummond

Baker, Walter

Henderson, T. (Glasgow)

Shinwell, E.

Barker, G.(Monmouth, Abertillery)

Hirst, G. H.

Short, Alfred (Wednesbury)

Barr, J.

Hirst, W. (Bradford, South)

Sitch, Charles H.

Batey, Joseph

Hudson, J. H. (Huddersfield)

Smillie, Robert

Bowerman, Rt. Hon. Charles W.

Hutchison, Sir Robert (Montrose)

Smith, H. B. Lees (Kelghley)

Briant, Frank

Jenkins, W.(Glamorgan, Neath)

Smith, Rennie (Penistone)

Broad, F. A.

John, William (Rhondda, West)

Snowden, Rt. Hon. Philip

Bromfield, William

Jones, Morgan (Caerphilly)

Stamford, T. W.

Brown, Ernest (Leith)

Kelly, W. T.

Stephen, Campbell

Brown, James (Ayr and Bute)

Kennedy, T.

Stewart, J. (St. Rollox)

Buchanan, G.

Kirkwood, D.

Sullivan, J.

Charleton, H. C.

Lawrence, Susan

Sutton, J. E.

Cluse, W. S.

Lawson, John James

Thorne, W. (West Ham, Plaistow)

Clynes, Rt. Hon. John R.

Lee, F.

Thurtle, Ernest

Connolly, M.

Longbottom, A. W.

Tinker, John Joseph

Cove, W. G.

Lunn, William

Tomlinson, R. P.

Cowan, D. M.(Scottish Universities)

MacDonald, Rt. Hon. J. R. (Aberavon)

Townend, A. E.

Crawfurd, H. E.

Mackinder, W.

Trevelyan, Rt. Hon. C. P.

Dalton, Hugh

MacLaren, Andrew

Varley, Frank B.

Davies, Ellis(Denbigh, Denbigh)

Maclean, Nell (Glasgow, Govan)

Viant, S. P.

Day, Harry

Malone, C. L'Estrange (N'thampton)

Watson, W. M. (Dunfermline)

Dennison, R.

March, S.

Wedgwood, Rt. Hon. Josiah

Dunnico, H.

Montague, Frederick

Wellock, Wilfred

Fenby, T. D.

Morrison, R. C.(Tottenham, N.)

Welsh, J. C.

Gardner, J. P.

Naylor, T. E.

Westwood, J.

Garro-Jones, Captain G M

Oliver, George Harold

Whiteley, W.

George, Rt. Hon. David Lloyd

Owen, Major G.

Wilkinson, Ellen C.

Gibbins, Joseph

Palin, John Henry

Williams, C. P. (Denbigh, Wrexham)

Gillett, George M.

Parkinson, John Allen (Wigan)

Williams, David (Swansea, East)

Gosling, Harry

Pethick-Lawrence, F. W.

Williams, T. (York, Don Valley)

Graham, D. M. (Lanark, Hamilton)

Potts, John S.

Wilson, C. H.(Sheffield, Atterellffe)

Graham, Rt. Hon. Wm. (Edin., Cent.)

Purcell, A. A.

Wilson, R. J.(Jarrow)

Greenall, T.

Richardson, R. (Houghton-le-Spring)

Windsor, Walter

Grenfell, D. R. (Glamorgan)

Roberts, Rt. Hon. F. O. (W. Bromwich)

Griffiths, T. (Monmouth, Pontypool)

Robinson, W. C. (Yorks, W. R., Elland)

TELLERS FOR THE AYES.—

Groves, T.

Sakiatvala, Shapurji

Mr. Charles Edwards and Mr. A.

Grundy, T. W.

Salter, Dr. Alfred

Barnes.

Hall, F. (York W. R., Normanton)

Scrymgeour, E.

NOES.

Agg-Gardner, Rt. Hon. Sir James T.

Gates, Percy

Perkins, Colonel E. K.

Albery, Irving James

Gilmour, Colonel Rt. Hon. Sir John

Peto, Sir Basil E. (Devon, Barnstaple)

Allen, Sir J. Sandeman

Glyn, Major R. G. C.

Peto, G. (Somerset, Frome)

Applin, Colonel R. V. K.

Goff, Sir Park

Pilditch, Sir Philip

Apsley, Lord

Greaves-Lord, Sir Walter

Pownall, Sir Assheton

Astor, Maj. Hn. John J. (Kent, Dover)

Grenfell, Edward C. (City of London)

Preston, William

Atholl, Duchess of

Gretton, Colonel Rt. Hon. John

Radford, E. A.

Atkinson, C.

Grotrian, H. Brent

Raine, Sir Walter

Balfour, George (Hampstead)

Guinness, Rt. Hon. Walter E.

Ramsden, E.

Balniel, Lord

Gunston, Captain D. W.

Rentoul, G. S.

Barclay-Harvey, C. M.

Hacking, Douglas H.

Rhys, Hon. C. A. U.

Barnett, Major Sir Richard

Hall, Capt. W. D'A. (Brecon & Rad.)

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Beamish, Rear-Admiral T. P. H.

Hamilton, Sir George

Rodd, Rt. Hon. Sir James Rennell

Beckett, Sir Gervase (Leeds, N.)

Hammersley, S. S.

Ropner, Major L.

Bennett, A. J.

Hannon, Patrick Joseph Henry

Russell, Alexander West (Tynemouth)

Bird, E. R. (Yorks, W. R., Skipton)

Hartington, Marquess of

Rye, F. G.

Blundell, F. N.

Headlam, Lieut.-Colonel C. M.

Salmon, Major I.

Bourne, Captain Robert Croft

Henderson, Lieut.-Col. Sir Vivian

Samuel, A. M. (Surrey, Farnham)

Brass, Captain W.

Heneage, Lieut.-Colonel Arthur P.

Sandeman, N. Stewart

Brassey, Sir Leonard

Hennessy, Major Sir G. R. J.

Sanders, Sir Robert A.

Bridgeman, Rt. Hon. William Clive

Hills, Major John Waller

Sandon, Lord

Briscoe, Richard George

Hilton, Cecil

Savery, S. S.

Brittaln, Sir Harry

Hoare, Lt.-Col. Rt. Hon. Sir S. J. G.

Sheffield, Sir Berkeley

Broun-Lindsay, Major H.

Holt, Captain H. P.

Simms, Dr. John M. (Co. Down)

Brown, Col. D. C. (N'th'l'd., Hexham)

Hopkinson, Sir A. (Eng. Universities)

Skelton, A. N.

Brown, Brig.-Gen. H. C. (Berks, Newb'y)

Hopkinson, A. (Lancaster, Mossley)

Slaney, Major P. Kenyon

Buchan, John

Hudson, Capt. A. U. M. (Hackney, N.)

Smith, R. W. (Aberd'n & Kinc'dine, C.)

Bullock, Captain M.

Hume, Sir G. H.

Smithers, Waldron

Burman, J. B.

Inskip, Sir Thomas Walker H.

Somerville, A. A. (Windsor)

Butler, Sir Geoffrey

Jackson, Sir H. (Wandsworth, Can'l)

Southby, Commander A. R. J.

Cadogan, Major Hon. Edward

Kennedy, A. R. (Preston).

Spender-Clay, Colonel H.

Campbell, E. T.

Kindersley, Major G. M.

Sprot, Sir Alexander

Carver, Major W. H.

King, Commodore Henry Douglas

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Cassels, J. D.

Lamb, J. O.

Stanley, Lord (Fylde)

Cayzer, Maj. Sir Herbt. R. (Prtsmth. S.)

Lane Fox, Col. Rt. Hon. George R.

Stanley, Hon. O. F. G. (Westm'eland)

Chadwick, Sir Robert Burton

Lister, Cunliffe, Rt. Hon. Sir Philip

Steel, Major Samuel Strang

Chamberlain, Rt. Hon. N. (Ladywood)

Lloyd, Cyril E. (Dudley)

Storry-Deans, R.

Christle, J. A.

Locker-Lampoon, Rt. Hon. Godfrey

Sugden, Sir Wilfrid

Cobb, Sir Cyril

Long, Major Eric

Tasker, R. Inigo

Colfox, Major Wm. Phillips

Looker, Herbert William

Templeton, W. P.

Cooper, A. Duff

Lumley, L. R.

Thom, Lt.-Col. J. G. (Dumbarton)

Craig, Sir Ernest (Chester, Crewe)

MacAndrew, Major Charles Glen

Thomas, Sir Robert John (Anglesey)

Croft, Brigadier-General Sir H.

Macdonald, Capt. P. D. (I. of W.)

Thompson, Luke (Sunderland)

Crookshank, Col. C. de W. (Berwick)

Macdonald, R. (Glasgow, Cathcart)

Thomson, Rt. Hon. Sir W. Mitchell-

Crookshank, Cpt. H. (Lindsey, Gainsbro)

McDonnell, Colonel Hon. Angus

Tinne, J. A.

Cunliffe, Sir Herbert

McLean, Major A.

Tryon, Rt. Hon. George Clement

Curzon, Captain Viscount

Macmillan, Captain H.

Waddington, R.

Davidson, Rt. Hon. J. (Hertford)

MacRobert, Alexander M.

Wallace, Captain D. E.

Davies, Maj. Geo. F. (somerset, Yeovil)

Maitland, A. (Kent, Faversham)

Ward, Lt.-Col. A. L. (Kingstort-on-Hull)

Dawson, Sir Philip

Malone, Major P. B.

Warrender, Sir Victor

Drewe, C.

Margesson, Captain D.

Watts, Sir Thomas

Eden, Captain Anthony

Marriott, Sir J. A. R.

White, Lieut.-Col Sir G. Dalrymple

Edmondson, Major A. J.

Mason, Colonel Glyn K.

Williams, A. M. (Cornwall, Northern)

Elliot, Major Walter E.

Meller, R. J.

Williams, Com. C. (Devon, Torquay)

Ellis, R. G.

Merriman, Sir F. Boyd

Williams, Herbert G. (Reading)

Erskine, Lord (Somerset, Weston-s.-M.)

Meyer, Sir Frank

Windsor-Clive, Lieut -Colonel George

Evans, Captain A. (Cardiff, South)

Mitchell, W. Foot (Saffron Walden)

Withers, John James

Everard, W. Lindsay

Mitchell, Sir W. Lane (Streatham)

Wolmer, Viscount

Fairfax, Captain. J. G.

Moles, Rt. Hon. Thomas

Wood, E. (Chest'r, Stalyb'dge & Hyde)

Falle, Sir Bertram G.

Monsell, Eyres, Com. Rt. Hon. B. M.

Wood, Rt. Hon. Sir Kingsley

Falls, Sir Charles F.

Moore, Lieut.-Col. T. C. R. (Ayr)

Woodcock, Colonel H. C

Fanshawe, Captain G. D.

Moore, Sir Newton J.

Worthington-Evans, Rt. Hon. Sir L.

Fermoy, Lord

Moore-Brabazon, Lieut.-Col. J. T. C.

Wragg, Herbert

Fielden, E. B.

Morrison, H. (Wilts, Salisbury)

Yerburgh, Major Robert D. T.

Finburgh, S.

Newman, Sir R. H. S. D. L. (Exeter)

Young, Rt. Hon. Sir Hilton (Norwich)

Foster, Sir Harry S.

Nuttall, Ellis

Fraser, Captain Ian

Ormsby-Gore, Rt. Hon. William

TELLERS FOR THE NOES.—

Galbraith, J. F. W.

Percy, Lord Eustace (Hastings)

Captain Bowyer and Mr. Penny.

I beg to move, in page 36, line 8, to leave out the word "of," and to insert instead thereof the words "not exceeding."

This Amendment is with the object of bringing the Bill into line.

Amendment agreed to.

Further Amendment made:

In page 36, line 9, after the word "the," insert the words "word either' and the."—[ Sir P. Cunliffe-Lister. ]

CLAUSE 40.—(Form of balance sheet.)

I beg to move, in page 36, line 13, after the first word "the," to insert the words "authorised share capital and of the issued."

I gather that you, Mr. Speaker, have indicated that it will be convenient if we take a discussion upon this Amendment and the next Amendment which stands in my name—in page 36, line 16, after the word "company," to insert the words:

It is entirely a matter for the House itself, and if it will be convenient to the Members of the House, I am quite agreeable to this course.

I think it would be very convenient. This Clause really raises over again, with regard to balance sheets, the same kind of points which we have debated at such length on the profit and loss account. Therefore, I do not propose to repeat the arguments which I addressed to the House against having a cut-and-dried profit and loss account, though they apply with equal force in this case. I am asking the House to accept one or two additions to the Clause. I notice that the form of balance sheet does not cover, in terms, the capital which is authorised as well as issued. I think that it is a common practice for companies to include it, and I think that it is wise to say specifically that this should be stated, because the shareholders should see what authority there is to issue further capital and what class it is. That is the first Amendment that I wish to make.

The second Amendment I would ask the House to make is that, in preparing a balance sheet, the directors should distinguish between the company's assets and the floating assets. I have considered with very great care, in consultation with the accountants whom I again called in, whether we should take a number of further detailed items. I do not want to go through them all again in this House, but I want to assure the House that I have considered in this consultation every specific suggestion that has been made. I find that some of them are unacceptable, and as regards others, I find that there were cases that would be quite convenient for one kind of company and extraordinarily inconvenient, and indeed almost impossible, for another. That entirely convinced me how wise the Committee were in deciding, that we should not stereotype the matter more. I think that it is my duty to lay down that a distinction should be made plainly on the balance sheet between fixed and floating assets, the fixed assets being those which are required to be maintained for the purpose of carrying on the business. That is a distinction which, while you may say that it is difficult to say on which side of the line the asset lies, business men and lawyers are very well accustomed to make. I think that it is a convenient and useful distinction to lay down.

These are the only Amendments which I would invite the House to make in the Clause. I will not go through the long list which is here, for I have dealt with nearly all of them earlier in the afternoon on the question of profit and loss, and the arguments which I used then, I think, apply equally to these cases. There are two other points only to which I would refer. I have put down an Amendment to include patents and trade-marks in the Sub-section dealing with goodwill. The Clause requires that goodwill, where it is ascertainable, should be separately stated. I think that my hon. Friend the Member for Gravesend (Mr. Albery) has called attention to a point which was overlooked. We require that where the auditor's certificate is qualified that fact should be stated. We require that in the balance-sheet of a holding company there should be a statement as to how the profit and loss of subsidiary companies have been dealt with. The Amendment which stands in the name of the hon. Member for Gravesend—In page 37, line 30, at end, to insert the words:

As far as the actual Amendments to be moved by the President of the Board of Trade are concerned, we welcome them because whatever advance is made towards clearness in the accounts and more publicity, we ought to accept it and not to oppose it. I am, however, bound to express the regret of my colleagues who served with me on the Standing Committee that what the President of the Board of Trade is proposing to do in this direction is the total of his concession. When we were discussing this matter before, the Attorney-General undertook that there should be something like a conference between that date and the date of the Report stage of the Bill, during which we might come to some sort of an understanding as to what was the minimum the Government would give in regard to fuller details. Unfortunately, for some reason, we have not been able to have the conference.

I wrote to the hon. Member. I had my consultations and I wrote to the hon. Member very fully explaining exactly what I was prepared to do. If the hon. Member had intimated that he would like to see me and discuss the matter further, I should have been most delighted.

The President of the Board of Trade did not allow me to finish what I was going to say. It was some weeks after the date of the first suggestion with regard to the conference that he wrote to me stating the form of the Amendments which he was prepared to move, and there was very little time-left between that date and the actual date for the discussion of the Bill in the House. It is a pity that a conference was not held, because we were all anxious that something should be done. Opportunity might have been taken to call together members of each party to see whether there was a minimum upon which agreement might be reached. Instead of that, we have had to-day a statement from the President of the Board of Trade of what he can give, after he has consulted, I suppose, certain members of the Greene Committee. I do not know that there is anyone else whom he has consulted. The views of those whom he has consulted are not necessarily the views of the general business community. I know that the right hon. Gentleman can produce plenty of evidence from company directors and heads of business firms who take his side, but there are plenty of people who can be quoted as evidence in the other direction. We can take the opinion expressed on this matter, for example, in a leading article in the "Manchester Guardian" Commercial Supplement. I am certain that Members of this House will attach considerable importance to the views expressed in a well-known commercial, journal of that kind. That journal says:

On general grounds, as I said yesterday in dealing with private companies, the question of the protection of the public, the protection of the shareholders and the rights of labour in its negotiations with employers and statutory companies to know what are the facts of the situation, we believe that there is an unanswerable case for further details. I wish to quote a particularly eminent authority in support of that point of view. I refer to Sir Josiah Stamp, who was for many years an eminent civil servant who did important work on behalf of the Government, and who now holds a great business position. In "The Accountant," which is the official journal of the chartered accountants, on 15th October, 1925, there is a report of a statement made by Sir Josiah Stamp before the Chartered Accountants' Association, in which there appears some remarkable passages: few exceptions. That is why we are asking for statutory powers. Sir Josiah Stamp goes on to say:

These are the views given within the last three years to an eminent body of accountants and auditors by Sir Josiah Stamp. From every point of view, the interests of the shareholders, the interests of the public, the interests of labour, we say that the concession of the President of the Board of Trade, which amounts merely to this, that he will require that they must differentiate in the balance sheet between fixed and floating assets, is no real satisfactions of the claims that we are making on the three grounds that I have named. Take the point of view of the general public who are interested in companies generally. At the present time information is available to people inside, under which they are able to take enormous profits both in the case of new issues and in the case of the disposal of shares when certain events take place. If the balance sheet of the company really gave year by year what was the true position of the company to the shareholders. you would not find shareholders selling, as they do today, what proves afterwards to be a great loss to them. Let me take the case of Courtaulds, who, not many months ago, made a bonus issue of £12,000,000 at one swoop and the price of the shares soared immediately by 50 or 60 per cent. It is quite plain from the dealings on the market that numbers of the shareholders of Courtaulds sold out at the wrong time for them. It was also plain that the people who were selling could not have teen the people who knew that the secret reserves, the things not accounted for in the public balance sheet, would enable Courtaulds to make upon the market at one swoop such an issue as £12,000,000 of bonus shares. It is absolutely unfair to the rest of the shareholders that they should not be able to have what is their right, namely, an equal division of the available assets of the company, instead of only letting them be used by the people "inside," who are in the know, for the exploitation of the rest of the shareholders.

From the point of view of the shareholder, we regard it as only right that they should have a proper form of balance sheet. From the point of view of the general community, take a now famous case in accountancy journals, the Union Cold Storage Company, which has been referred to in Committee. I am not going to quote any of the comments, but journal after journal has commented upon its balance sheet as being conspicuous mainly for what it does not reveal rather than for what it does reveal. All the information contained in that balance sheet could be put in two or three lines, yet it is a big company doing millions of pounds' worth of business. It is quite impossible to tell the financial position of the company from the information contained in the balance sheet. I can well understand the political attitude of a Conservative Government on a matter of this kind. They are very careful for the interests of the directors of the joint stock companies. When you get a document like this prepared for political purposes and circulated with an annual report you can understand their interest. Messrs. Weddel specially circularised their clients, and anybody else they could get hold of, with this propaganda in favour of the Government's safeguarding policy, and I can well understand that the Government do not want to interfere with them. I am surprised that the President of the Board of Trade has not seen this document circulated with the annual report of Messrs. Weddel.

I am not lucky enough to be a shareholder in the company, as the hon. Gentleman appears to be.

I am a shareholder in no company, and I have not indicated that it was only published to shareholders. It was published to the trade generally.

Is the suggestion that it should be sent out with each balance sheet?

No. I am only suggesting that, when you get directors doing propaganda like this for the Government, one can understand the Government's special care for the interest of the directors.

Certainly they do, but we do our propaganda quite openly. We never seek to hide it. The other point I am most concerned about is that of the interests of Labour in getting to know the facts. The right hon. Member for West Swansea (Mr. Runciman), in the Debate last night upon private companies, said that we had really moved to do away with private companies and to bring them absolutely into line with public companies. That was not actually the case. What we do desire is that, in view of the fact that the great majority of our people in this country are not employed by individual employers, but by joint stock companies, they should be able to know the facts when they go into wage negotiations. At present they cannot know the facts. In the case of the mining industry, it is possible by special legislation for the workers to have an accountants' investigation and report in certain circumstances. But, speaking generally, up and down the country today wage negotiations are going on all the time between trade union organisations and these big joint stock companies, and there is very little information indeed in the hands of the workers' side as to the true financial position of the employers with whom they are negotiating.

A great deal has been said recently as to the relations between the railway companies and the trade unions who organise their staff, but at least it can be said of the railways that the balance-sheets required under the railway Statutes are sufficiently open and clear to enable the workers in the industry really to discover the condition of the companies. If we could be assured that the Government were prepared to require from all joint stock companies, who get the privilege of limited liability, the same detail and publicity which the House has already laid as a duty upon the railway companies, then we should be satisfied as far as this particular Bill is concerned. But, in the present state of affairs, it is quite impossible for the workers to go into these conferences without feeling that in the majority of cases the dice are loaded against them. The employers can go to the trade union registry and find out exactly the financial position of the trade union. The law makes the unions disclose every detail of their finance, and the employers can weigh up the chances as to whether or not a dispute is likely to occur because of the financial resources of the union. While the employers are in the possession of this information, they sit at the other end of the table tightly entrenched unwilling to give away any of the information which we think we ought to have.

Does the hon. Gentleman's remark mean that we must look for industrial disputes whenever the unions are flourishing?

I am sure the hon. Member must know from what I said in Committee and from my own personal views that that is not true. What I say is that it is not reasonable to carry out general propaganda for peace in industry, and at the same time to shut out from the worker equal knowledge of the financial position of the employers to that which the employers have of the workers' organisation. The Attorney-General has expressed himself on the platform as holding somewhat that view. We are not asking anything unreasonable when we ask that. We are not asking for undue details, but we ought to know enough to enable the workers' representatives in negotia- tions to feel that they are not going into conference with their hands tied behind their backs. This situation is going to develop year after year. The right hon. Member for West Swansea said that the private companies were increasing very much. It is quite true. 40,000 of the private companies registered under the Companies Act have been incorporated since 1914, and a large number of them are big employers of labour. It is only fair that reasonable information should be given to the workers, and I do regret very sincerely that, after all the efforts we have made, we should come to such a miserable Clause in its final form as that which the President of the Board now suggests. The only concession we get is that we are able to distinguish in a balance-sheet between fixed and floating assets. We shall, of course, have to accept that Amendment, because in the circumstances we must take anything in the nature of progress, but we shall have to go into the Lobby to divide on the issue of the main Amendment which we have on the Paper.

This Amendment is, of course, the most important Amendment that has been moved to this Bill. The question of what is to appear in the balance sheet is of the most vital importance to every shareholder. I hope that we may get, even on the other side of the House, some support for this additional information to be supplied to shareholders. The hon. Member who has just spoken referred to Courtaulds' expansion of capital, and yet that was one which has received the unanimous approval of the Press of this country. The information as to that increase of capital did not, as in so many other cases, leak out beforehand. There was there the example of a board of directors who knew that this gigantic bonus was coming, and who kept sufficiently close about it so that the information did not leak out to the market. The only people who could have benefited were the directors themselves, and it was pointed out that this was an example of the possibility of enormous gains to people in the know. There are, however, an enormous number of these cases where these cuts in the melon are made, where great bonuses of shares are given in addition to dividends to shareholders, which, obviously, have been whispered about beforehand, and the object of having this additional information in the balance sheet is to prevent the feeling of injustice which springs up in the mind of every shareholder when he finds that, tempted by a rise in price, he has sold his shares, whereas other people who knew better have reaped an enormous advantage. In the interests of justice to shareholders, we should all press for this additional information from the directors of public companies.

The worst cases, however, are not those in which a large bonus is given to the shareholders. After all, there the injustice consists solely in not having the special information as to the rise which is coming. The worst cases are those where the company is going downhill, and the information is carefully screened from the shareholder by an insufficient balance sheet, while again those in the know are able to unload their shares on the public at a price which, if the true information was given in the balance sheet, those shares could never attain. From both points of view, exceptional prosperity and exceptional depression, it is desirable that every ordinary shareholder should be able to read in his balance sheet—I will not say the true facts—at any rate, a much truer representation of the position of that company than he can get at the present time.

On the last Amendment I was told that it was impossible to give this information; that it would be the ruin of any company to put into their balance sheet information as to the position of the company. That assertion can be negatived by looking at other companies, and they are many in number, which include in their balance sheet precisely what we are asking for in this Amendment. I do not wish to advertise any particular class of company, but if hon. Members will look at certain manufacturing companies they will find that those which have been exceptionally prosperous set out in their balance sheet in great detail the value of the freehold of the land, with no depreciation, the value of the building and the depreciation up to date, the value of the machinery and plant, with depreciation up to date, all their investments and every piece of information that is asked for in this Amendment. The result of that practice is that these companies are the most successful manufacturing companies in the world. Look at some of our insurance companies, which are notoriously well-managed. They are run on the lines of sound finance. If you look at the balance sheet of the Sun Life Company, which is one of the most famous as it is one of the most ancient, you will find all their investments set out in detail. In the case of a company which is well managed, which has a board of directors who realise their responsibility to the shareholders and their workmen, all this information is given.

All we are trying to do is to level up to the standard of the best all other companies in the country. It cannot be that there is any fear of competition one with another. That is not the case in these manufacturing companies and insurance companies. They find that competition in publicity is valuable, because the shareholders and prospective candidates for insurance can see the position of the company in the balance sheet. I ask any hon. Member, whether he is a director or not, whether he would not prefer a company which gives full information. He knows then that he is on a par with everybody concerned in the management of the company as far as a knowledge of its general financial position is concerned. It has this advantage; it attracts people to invest in companies which give this information, and as this is done by many companies at the present time—we ask the House to provide that balance sheets shall give all the information as to the true position of a company. We welcome the concession made by the President of the Board of Trade. When we considered this Bill in Committee we had the support of some hon. Members opposite and were led to believe, or at least I was led to believe, that the new Clause the Government were considering would go much further than this miserable concession.

I believe that if we could have the support of hon. Members opposite, we should induce the Government to widen this concession. The hon. Member for Cambridge University (Mr. Withers) has an Amendment on the Paper. We are having something in the nature of a general discussion, and I do not know whether he intends to move it. We are working somewhat in the dark, but I hope that his Amendment will not only be carried, but that the general feeling of the House will induce the Government to put something into this Clause which will assist the shareholders of these companies to understand the true position. As far as popular support is concerned, I believe we have the overwhelming support of the people of the country, at least of all shareholders. Unfortunately, the vocal view in this House is too often confined to directors who are, perhaps, unintentionally, opposed to the interests of their shareholders. We have to consider, not only the vested interests of directors preferring to worth with blindfolded shareholders; we have to consider the interests of the public who are in favour of this Amendment. If we could have a poll of the country, I believe the overwhelming support we should get would surprise the right hon. Gentleman in charge of the Bill. I hate to suggest that the Government should consider popularity, but, on the question of mere publicity, the Government may lose many votes at the next election. It is not a, matter upon which the people are not deeply interested. They will store it up in their minds and will support the Labour party. There is a constant struggle between those who are at the head of businesses and those who provide the sinews of war. In the interest of the public and sound finance, we should help those who provide the sinews of war for industry. If we give them more information we shall be striking a good blow, not only for the majority of people of this country, but for the trade and. industry of Great Britain.

I was more than interested in the concluding remarks of the right hon. and gallant Member for Newcastle-under-Lyme (Colonel Wedgwood). He made an eloquent appeal for support, and I am going to ask him in a moment the question, support for what? He has uttered an eloquent plea for those who propose to invest their money in industry and draw interest from it. If carried into effect his proposal might be described as the minor capitalist's charter, and it was interesting to hear from the Labour Benches a, plea of that kind. But, publicity for what? I think there is a certain amount of confusion of thought in this Debate. An eloquent plea has been made for publicity and openness as between employers and employed in the interests of peace in industry. I am in entire sympathy with that, and I believe everyone on these benches agrees that if employer and employed in their discussions could know their respective positions, the financial position on both sides, you would go a long way towards getting a more settled state in industry. Does the right hon. Gentleman really think that this Amendment secures that This is a proposal for putting more details into a balance sheet. The moment you do that you are confronted with another consideration. For my part, I always feel that the small, efficient company which is competing with a large monopoly, and by competing helping to keep down prices, or defeat those evils which a monopoly may bring, is doing a great public service, and if you are going to compel a company like that to put figures into a balance sheet which will betray its position, not to the employés, but to its competitors, you may be doing something against the public interest.

The two questions we have to consider on this Amendment are these: First, is it in the public interest? I mean not only in the interest of shareholders, but of prospective shareholders and purchasers and vendors, the minor capitalists who are prepared to provide the sinews of war for industry by investing their money. You are serving the public interest when you enact a provision which will ensure that people in that position shall be in possession of the essential facts showing the position of a particular industry which may be appealing for capital, or which is on the point of being bought or sold. I want to ask the Attorney-General to explain exactly the intention of Clause 40 as the Government propose that it shall leave this House. Will it provide that people who are invited to invest capital, or buy and sell capital already invested, shall know exactly what they are doing? Then there is the other point. I have tried to think the matter out very carefully, and it seems that the right approach if you are going to secure what is desired—

It being Half-past Seven of the Clock, and there being Private Business set down by direction of the CHAIRMAN OF WAYS AND MEANS under Standing Order 8, further Proceeding was postponed without Question put.

Private Business

Poole Corporation Bill

[ Lords ] [ By Order ].

As amended, considered.

Amendments made; Bill to be read the Third time.

On a point of Order. I want to ask what I should do. There are certain matters that I wish to raise on the Bill before it leaves the House, and I want to get satisfaction, if possible, from the promoters of the Bill. Shall I have an opportunity, on the Third Reading, to propose the recommittal of the Bill if certain satisfactions are not given?

The hon. and gallant Member would be clearly in Order in moving that Motion on the Third Reading.

The Bill will come up for consideration on Monday, and, if the hon. and gallant Member persists in his objection, I shall call it for Monday at 7.30.

Companies Bill

Postponed Proceeding resumed on Amendment proposed on further Consideration of Bill, as amended ( in the Standing Committee ).

Question again proposed, " That those words be there inserted in the Bill."

My concluding point on this proposed Amendment of the Companies Bill is that if, in this Amendment, we are concentrating upon the argument that was advanced so eloquently by the hon. Member for Hillsborough (Mr. A. V. Alexander), that there is a greater chance and perhaps the only chance of continuing peace in industrial concerns if there is complete and open publicity as between the employer and the employed—if that is the case we are arguing, am not sure that the proper line of approach for that purpose is not by securing agreement between the employing class and the employed class, whereby the latter, or their representatives, will have access to complete information, which will enable them to know the state of the industry. It seems to me, therefore, that we have to some extent two conflicting interests in the matter. One of the two main objects of the Bill is to ensure that the people who are manipulating industrial concerns shall not keep from the public, who may be their purchasers, essential information as to what it is that the money is required for, whether for investment or for sale. I hope the Parliamentary Secretary will be able to assure us that in the Clause as it will stand in the Bill all that essential information will be available.

It is not my intention to make any considerable contribution to the Debate, because the speech of my right hon. Friend stated clearly the position of the Government. The Clause, as we propose it shall be, treats separately three distinct factors—the fixed assets, the floating assets and the intangible assets. We think that that is as far as you can go in prescribing the sub-division of assets. It would be quite hopeless to attempt to prescribe the form of balance sheet that will suit every case, even assuming that the maximum degree of publicity was desirable in every case. If you prescribe you tend to force everybody into a common mould, and, in many cases, you would get less information than you are getting to-day. It is very much better that in the long run the shareholders, if not satisfied, should demand from the directors the right kind of information. If the directors have good reason for not giving the information, the shareholders will not press the demand.

As to the case that the employé ought to know, I think the hon. Gentleman who has just spoken has made a complete reply. If the workmen of a company ought to know the condition of the company there is no need to broadcast the information to the whole world or to the company's competitors. As has been said, that would very often be contrary to the interests of the workmen. If the workpeople want the information and have proper relationships with their employers, that is the way to get the information and not to publish it in the way that has been demanded. The greater part of the speeches on this Amendment are not relevant to the issue at all. After all, we are making a substantial advance in the direction of publicity. In the long run it must depend on the shareholders whether businesses are carried on properly. They are the people who appoint the directors, just as the electors are the people who appoint Members of this House, and in the same way they can bring to book those whom they appoint.

Amendment agreed to.

Further Amendment made:

In page 36, line 16, after the word "company," insert the words:

"to distinguish between the amounts respectively of the fixed assets and of the floating assets."—[ Sir P. Cunliffe-Lister. ]

I beg to move, in page 36, line 16, to leave out the words "to explain," and to insert instead thereof the words "shall state."

This looks rather a small Amendment, but it, would improve the Bill. The wording of the Clause as it stands is rather ambiguous. It refers to "particulars necessary & to explain how the values of the fixed assets have been arrived at." That is not specific. My suggestion is that it should be incumbent on the balance-sheet to state exactly how the value of the fixed assets is arrived at; that is to say, if they have an estate we ought to know the purchase price or valuation and depreciation, and exactly how it is dealt with.

In Standing Committee the view we took was that there was no point of substance in this Amendment, but since then it has been explained 'more fully and we are satisfied that it is a definite improvement of the Bill and we have pleasure in accepting it.

Amendment agreed to.

I beg to move, in page 36, line 19, after the word "sheet," to insert the words:

(o) debentures authorised;

(p) debentures paid up;

(q) creditors;

(r) loan creditors;

(s) bank overdraft;

(t) free reserves (shown separately); and"

I beg to second the Amendment.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 111; Noes, 227.

Division No. 339]

AYES.

[7.42 p.m.

Adamson, Rt. Hon. W. (Fife, West)

Groves, T.

Richardson, R. (Houghton-le-Spring)

Adamson, W. M.(Staff., Cannock)

Grundy, T. W.

Roberts, Rt. Hon. F. O.(W. Bromwich)

Alexander, A. V. (Sheffield, Hillsbro')

Hall, F. (York, W. R., Normanton)

Robinson, W. C. (Yorks, W. R., Elland)

Ammon, Charles George

Hall, G. H. (Merthyr Tydvil)

Saklatvala, Shapurji

Baker, J.(Wolverhampton, Bilston)

Hayday, Arthur

Scurr, John

Baker, Walter

Henderson, Rt. Hon. A. (Burnley)

Shaw, Rt. Hon. Thomas (Preston)

Barker, G.(Monmouth, Abertillery)

Hirst, G. H.

Shepherd, Arthur Lewis

Barnes, A.

Hirst, W. (Bradford, South)

Shieis, Dr. Drummond

Barr, J.

Hudson, J. H. (Huddersfield)

Short, Alfred (Wednesbury)

Bondfield, Margaret

Jenkins, W. (Glamorgan, Neath)

Sitch, Charles H.

Bowerman, Rt. Hon. Charles W.

John, William (Rhondda, West)

Slesser, Sir Henry H.

Briant, Frank

Jones, Morgan (Caerphilly)

Smillie, Robert

Broad, F. A.

Jones, T. I. Mardy (Pontypridd)

Smith, H. B. Lees (KeIghley)

Bromfield, William

Kelly, W. T.

Smith, Rennie (Penistone)

Bromley, J.

Kennedy, T.

Snowden, Rt. Hon. Philip

Brown, James (Ayr and Bute)

Kenworthy, Lt.-Com. Hon. Joseph M.

Stamford, T. W.

Cape, Thomas

Kirkwood, D.

Stephen, Campbell

Charleton, H. C.

Lanshury, George

Sullivan, J.

Cluse, W. S.

Lawrence, Susan

Sutton, J. E.

Clynes, Rt. Hon. John R.

Lee, F.

Thorne, W. (West Ham, Plaistow)

Connolly, M.

Longbottom, A. W.

Thurtle, Ernest

Cove, W. G.

Lowth, T.

Tinker, John Joseph

Dalton, Hugh

Lunn, William

Townend, A. E.

Davies, Ellis (Denbigh, Denbigh)

MacDonald, Rt. Hon. J. R. (Aberavon)

Varley, Frank B.

Day, Harry

Mackinder, W.

Viant, S. P.

Dennison, R.

MacLaren, Andrew

Watson, W. M. (Dunfermilne)

Duncan, C.

Maclean, Nell (Glasgow, Govan)

Wedgwood, Rt. Hon. Josiah

Dunnico, H.

Malone, C. L'Estrange (N'thampton)

Wellock. Wilfred

Edwards, C. (Monmouth, Bedwellty)

March, S.

Welsh, J. C.

Gardner, J. P.

Mitchell, E. Rosslyn (Paisley)

Westwood, J.

Gibbins, Joseph

Montague, Frederick

Williams, David (Swansea, East)

Gillett, George M.

Morrison, R. C. (Tottenham. N.)

Williams, T. (York, Don Valley)

Gosling, Harry

Naylor, T. E.

Wilson, C. H. (Sheffield. Attercliffe)

Graham, D. M. (Lanark, Hamilton)

Oliver, George Harold

Wilson, R. J. (Jarrow)

Greenall, T.

Palin, John Henry

Windsor, Walter

Greenwood, A.(Nelson and Colne)

Parkinson, John Allen (Wigan)

Grenfell, D. R. (Glamorgan)

Pethick-Lawrence, F. W.

TELLERS FOR THE AYES.—

Griffiths, T. (Monmouth, Pontypool)

Purcell, A. A.

Mr. B. Smith and Mr. Whiteley.

NOES.

Ainsworth, Lieut.-Col. Charles

Bourne, Captain Robert Croft.

Cecil, Rt. Hon. Sir Evelyn (Aston)

Albery, Irving James

Bowater, Col. Sir T. Vansittart

Chadwick, Sir Robert Burton

Alexander, E. E. (Leyton)

Bowyer, Capt. G. E. W.

Chapman, Sir S.

Allen, Sir J. Sandeman

Braithwaite, Major A. N.

Charterls, Brigadier-General J.

Applin, Colonel R. V. K.

Brass, Captain W.

Cochrane, Commander Hon. A. D.

Atholl, Duchess of

Brassey, Sir Leonard

Cohen, Major J. Brunel

Atkinson, C.

Bridgeman, Rt. Hon. William Clive

Colfox, Major Wm. Phillips

Balfour, George(Hampstead)

Brittain, Sir Harry

Cooper, A. Duff

Balniel, Lord

Brocklebank, C. E. R.

Cope, Major Sir William

Barnett, Major Sir Richard

Brown, Col. D. C. (N'th'l'd., Hexham)

Cooper, J. B.

Beamish, Rear-Admiral T. P. H.

Brown, Brig.-Gen. H. C. (Berks, Newb'y)

Cowan, D. M. (Scottish Universities)

Bellairs, Commander Carlyon

Brown, Ernest (Leith)

Cowan, Sir Wm. Henry (Islington, N.)

Benn, Sir A. S. (Plymouth, Drake)

Buchan, John

Craig, Sir Ernest(Chester, Crewe)

Bennett, A. J.

Burman, J. B.

Crawfurd, H. E.

Berry, Sir George

Burton, Colonel H. W.

Croft, Brigadier-General Sir H.

Betterton, Henry B.

Butler, Sir Geoffrey

Crooke, J. Smedley (Deritend)

Birchall, Major J. Dearman

Cadogan, Major Hon. Edward

Crookshank, Col. C. de W. (Berwick)

Bird, E. R. (Yorks, W. R., Skipton)

Caine, Gordon Hall

Crookshank, Cpt. H. (Lindsey, Gainsbro)

Bird, Sir R. B. (Wolverhampton, W.)

Campbell, E. T.

Cunliffe, Sir Herbert

Blundell, F. N.

Cautley, Sir Henry S.

Davies, Maj. Geo. F. (somerset, Yeovil)

Drewe, C.

Lister, Cunliffe-, Rt. Hon. Sir Philip

Sandeman, N. Stewart

Edmondson, Major A. J.

Livingstone, A. M.

Sanders, Sir Robert A.

Ellis, R. G.

Lloyd, Cyril E.(Dudley)

Sanderson, Sir Frank

Erskine, Lord (Somerset, Weston-s.-M.)

Long, Major Eric

Sandon, Lord

Evans, Captain A. (Cardiff, South)

Looker, Herbert William

Savery, S. S.

Evans, Capt. Ernest (Welsh Univer.)

Luce, Major-Gen. Sir Richard Harman

Shaw, R. G. (Yorks, W. R., Sowerby)

Everard, W. Lindsay

Lumley, L. R.

Sheffield, Sir Berkeley

Fairfax, Captain J. G.

Lynn, Sir R. J.

Shepperson, E. W.

Falle, Sir Bertram G.

MacAndrew, Major Charles Glen

Simms, Dr. John M. (Co. Down)

Falls, Sir Charles F.

Macdonald, Capt. P. D. (I. of W.)

Simon, Rt. Hon. Sir John

Fenby, T. D.

Macdonald, R. (Glasgow, Cathcart)

Skelton, A. N.

Fermoy, Lord

McLean, Major A.

Smith, Louis W. (Sheffield, Hallam)

Fielden, E. B.

Macmillan, Captain H.

Smith, R. W. (Aberd'n & Kinc'dine, C.)

Finburgh, S.

Macnaghten, Hon. Sir Malcolm

Smithers, Waldron

Forrest, W.

MacRobert, Alexander M.

Somerville, A. A. (Windsor)

Foster, Sir Harry S.

Maitland, A. (Kent, Faversham)

Southby, Commander A. R. J.

Fraser, Captain Ian

Malone, Major P. B.

Spender-Clay, Colonel H.

Garro-Jones, Captain G. M.

Margesson, Captain D.

Sprot, Sir Alexander

Gates, Percy

Marriott, Sir J. A. R.

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Gilmour, Lt.-Col. Rt. Hon. Sir John

Mason, Colonel Glyn K.

Stanley, Lord(Fylde)

Gower, Sir Robert

Meller, R. J.

Stanley, Hon. O. F. G. (Westm'eland)

Grattan-Doyle, Sir N.

Merriman, Sir F. Boyd

Steel, Major Samuel Strang

Greaves-Lord, Sir Walter

Meyer, Sir Frank

Storry-Deans, R.

Greene, W. P. Crawford

Mitchell, S. (Lanark, Lanark)

Strauss, E. A.

Grenfell, Edward C. (City of London)

Mitchell, W. Foot (Saffron Walden)

Streatfeild, Captain S. R.

Griffith, F. Kingsley

Mitchell, Sir W. Lane (Streatham)

Tasker, R. Inigo.

Grotrian, H. Brent

Moles, Rt. Hon. Thomas

Templeton, W. P.

Guinness, Rt. Hon. Walter E.

Monsell, Eyres, Com. Rt. Hon. B. M.

Thom, Lt.-Col. J. G.(Dumbarton)

Gunston, Captain D. W.

Moore, Lieut.-Colonel T. C. R.(Ayr)

Thompson, Luke (Sunderland)

Hamilton, Sir George

Moore, Sir Newton J.

Thomson, Rt. Hon. Sir W. Mitchell.

Hammersley, S. S.

Moore-Brabazon, Lieut.-Col. J. T. C.

Tinne, J. A.

Hartington, Marquess of

Morrison, H.(Wilts, Salisbury)

Tomlinson, R. P.

Harvey, G. (Lambeth, Kennington)

Nall, Colonel Sir Joseph

Tryon, Rt. Hon. George Clement

Haslam, Henry C.

Newman, Sir R. H. S. D. L. (Exeter)

Wallace, Captain D. E.

Headlam, Lieut.-Colonel C. M.

Nicholson, O.(Westminster)

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

Henderson, Lieut.-Col. Sir Vivian

O'Connor, T. J. (Bedford, Luton)

Warrender, Sir Victor

Heneage, Lieut.-Colonel Arthur P.

Ormsby-Gore, Rt. Hon. William

Watts, Sir Thomas

Hills, Major John Waller

Owen, Major G.

Wayland, Sir William A.

Hilton, Cecil

Percy, Lord Eustace (Hastings)

Wells, S. R.

Holt, Captain H. P.

Perkins, Colonel E. K.

White, Lieut.-Col. Sir G. Dalrymple

Hope, Capt. A. O. J. (Warw'k, Nun.)

Peto, Sir Basil E. (Devon, Barnstaple)

Williams, A. M. (Cornwall, Northern)

Hopkinson, Sir A. (Eng. Universities)

Peto, G. (Somerset, Frome)

Williams, Com. C.(Devon, Torquay)

Hopkinson, A. (Lancaster, Mossley)

Philipson, Mabel

Williams, C. P. (Denbigh, Wrexham)

Hudson, Capt. A. U. M.(Hackney, N.)

Pilditch, Sir Philip

Williams, Herbert G. (Reading)

Hume, Sir G. H.

Preston, William

Wilson, R. R.(Stafford, Lichfield)

Hunter-Weston, Lt.-Gen. Sir Aylmer

Price, Major C. W. M.

Windsor-Clive, Lieut.-Colonel George

Hurd, Percy A.

Radford, E. A.

Withers, John James

Hutchison, Sir Robert (Montrose)

Raine, Sir Walter

Wolmer, Viscount

Iliffe, Sir Edward M.

Ramsden, E.

Womersley, W. J.

Inskip, Sir Thomas Walker H.

Remer, J. R.

Wood, E. (Chest'r, Stalyb'dge & Hyde)

Jackson, Sir H. (Wandsworth, Cen'l)

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Wood, Rt. Hon. Sir Kingsley

James, Lieut.-Colonel Hon. Cuthbert

Rodd, Rt. Hon. Sir James Rennell

Woodcock, Colonel H. C.

Kennedy, A. R. (Preston)

Ropner, Major L.

Young, Rt. Hon. Sir Hilton (Norwich)

Kindersley, Major Guy M.

Ruggles-Brise, Lieut.-Colonel E. A.

King, Commodore Henry Douglas

Rye. F. G.

TELLERS FOR THE NOES.—

Kinloch, Cooke, Sir Clement

Salmon, Major I.

Major Sir George Hennessy and

Lamb, J. O.

Samuel, A. M. (Surrey, Farnham)

Mr. Penny.

Further Amendment made: In page 36, line 31, after the word "goodwill," insert the words "and of any patents and trademarks."—[ Mr. H. Williams. ]

I beg to move, in page 37, to leave out from the word "companies" in line 11, to the end of the Sub-section, and to insert instead thereof the words: trolled by a holding company. This Clause of the Bill is the one Clause in connection with which the Government or the Greene Committee appear to have taken any account whatever of the enormous change which has taken place in commercial affairs in our lifetime. The whole of this Bill proceeds on the assumption that you have certain bodies of persons, some of them few in number who form private companies, and some of them larger in number who form public companies; that these bodies of persons choose their own directors to run their own businesses, and that they may be safely left to look after their own affairs. That state of affairs has passed away.

We see, day by day, the growth of holding companies, and interlocking companies. We see great edifices built up of company on top of company, and, in face of that development, all that we have been doing to safeguard the democratic rights of the private shareholder, and to give the private shareholder certain powers of voting, and more information, and so forth—all that, seems to anybody who watches modern business, to belong to a state of affairs which has long since passed away. My complaint of the Greene Committee is that they have treated this question in the most perfunctory manner, and nowhere is their perfunctory treatment of it more plainly shown than, in the question of the private companies and holding companies. The Greene Committee appear to think that there are only two kinds of private companies namely private companies which are little groups of independent traders, and private companies which form the subsidiary departments of a larger company. That is not true. In Committee I gave one instance of a colliery company which acquired four companies. These were all public companies but they turned three of them into private companies; and the bulk of the business of the holding company in coal was done through the subsidiary companies. In Committee I pointed out that the Greene Committee had not discussed a case of that kind, where the subsidiary was not a department of the public company, but was doing the main and essential business of the public company.

There is another point which the Greene Committee did not discuss, and that is the point about which I am particularly keen in this Amendment. They assume that every holding company holds 100 per cent. of the shares of the private company and they only deal with the subsidiary companies which carry on departmental businesses. The matter has also been treated here in this House as if the private companies held by holding companies were merely departmental businesses of the holding company. Again that is not true, and I want the House to consider the position of the shareholders in a private company where El per cent. of the shares have been acquired by a holding company. I want the House to consider the interests of those people. I give one example of a very highly esteemed holding company, namely, that which is sometimes called the London Combine, but which has a more formal title. I give that example because that is a company which, in the publication of its accounts, is a perfect model. It is more pleasant to take as one's example of wrongs which may happen, what a thoroughly good company may do, rather than to take invidious instances of a company which is not perhaps well-managed. This great combine, with its 17 different companies, has, among others, one company called the Associated Equipment Company, the whole -of the work of which is, I think, mending and making omnibuses and other rolling stock for the combine. Let us suppose that the London Combine fell into bad hands. Let us suppose—this is not the case now, but it might be the case—that there were left some of the private shareholders of the Associated Equipment Company. Supposing the combine wished for any reason either to put up its omnibus shares, or to depress the shares of the Associated Equipment Company, they could perfectly well do so. If they wished they could swell the running expenses of the omnibus company under their control and depreciate its shares or, on the other hand, they could take away all the profits of the Associated Equipment and arrange matters so that the omnibuses should be run for nearly nothing and thus depress the Associated Equipment Company and exalt the omnibus company. That could be done quite readily and easily, and in the one case, the independent shareholders of the London General Omnibus Company would, with-, out any power of resistance on their part, see their property vanish, and in the other case any independent shareholders who might be left of the Associated Equipment Company would find themselves in exactly the same position.

That is a very simple case, but there are far more complicated cases than that, where the interest of the holding company might lie in depressing the shares of one subsidiary and exalting the shares of another. For the sake of the independent shareholders in the controlling company—among other reasons—there should be a complete and full statement of the balance sheet and of all other things necessary in the case of a public company. I have mentioned the London Traffic Combine. The London Traffic Combine already does the very thing for which we are asking. It puts on one side all these specious arguments about competitors, and publishes a full and detailed account of the private companies it holds as well as the public companies. The Amendment merely provides that, for the sake of the acquiring shareholders—if I may use the term—for the sake of the shareholders in the main company, there shall be full and complete information available so as to make such practices as I have outlined, if not impossible, at any rate exposed to the full light of day. The Amendment only touches a little corner of a great system which has grown up. It appears to me, as I have said, that the Greene Committee has concerned itself with a state of affairs which might have been all very well 50 or 60 years ago, and that, after all this mass of evidence, they have in this very small Report, ignored a main and growing problem of industry and commerce to-day.

I am sorry that there is so little connection between the eloquent speech of the hon. Lady and the Amendment on the Paper. She proposed a similar Amendment in Committee but eventually decided not to press it to a Division. If the Amendment were carried it would remove from the Clause a provision which I think is valuable, namely, that

"there shall be annexed to the balance sheet of the holding company a statement … stating how the profits and losses of the subsidiary companies have … been dealt with."

etc. Thus, the hon. Member proposes to sweep away entirely all knowledge of these profits and losses which she would be able to obtain under the Clause, as it is drawn. Instead, she is going to ask the subsidiary companies to send their balance sheets to Somerset House. Then she will go there and examine, perhaps, 30 or 40 balance sheets, and come away with no knowledge whatever as to how these profits or losses may have been dealt with. If she desires what she has stated in her speech she ought to draft an Amendment which would fulfil her desire; but I am satisfied that, if this Amendment were carried, it would only weaken the position and would result in the hon. Member getting less information than she will get if she leaves the Bill alone in this respect.

Amendment negatived.

I beg to move, in page 37, line 30, at the end, to insert the words:

In view of the statement made by the President of the Board of Trade, I do not propose to speak at length on this Amendment. Its object is that, in the case of subsidiary companies, should there happen to be any qualification in the auditor's certificate, this should be disclosed in the statement attached to the balance-sheet of the holding company.

I beg to second the Amendment.

Amendment agreed to.

Further Amendments made:

In page 38, line 16, after the word "is," insert the words:

"at the time when the accounts of the holding company are made up."

In page 38, line 18, leave out the word "is".—[ Mr. H. Williams. ]

CLAUSE 43.—(Amendments as to registration of mortgages and charges.)

I beg to move, in page 41, line 17, to leave out the words "is specified in Sub-section (1) of," and to insert instead thereof the words:

"would, if it had been created by the company after the acquisition of the property, have been required to be registered under."

This is nothing more than a drafting Amendment, but it raises rather a fine point which I will endeavour "to explain. As we intended in the Bill, but not, I am afraid, as it reads, if a company took over any property subject to a mortgage or charge either from a company or a private individual, that would have to be registered, but it might be argued that if the property were taken over from a private individual the need to register would not exist. Therefore, the alteration is to make it sure that in both cases, whether taken over from a corporation or from a private individual, the obligation to register should exist.

Amendment agreed to.

I beg to move, in page 42, line 5, after the word "created," to insert the words:

"and mortgages or charges on property in England acquired."

This also is in the nature of a drafting Amendment. As the Bill stands, the application to companies is limited to the case of mortgages or charges created by such companies, and the effect of the Amendment is that where companies incorporated outside England, which have established a place of business in England, acquire after the commencement of the Act some property in England subject to a charge, that mortgage or charge will have to be registered. The object is that these foreign companies shall undergo their proper obligation.

Amendment agreed to.

I beg to move, in page 42, line 13, after the word "incorporated," to insert the words:

"whether under the principal Act or otherwise."

This is rather in the nature of a drafting Amendment, to make plain what was intended, namely, that every company outside England, whether incorporated under the principal Act or not, should be under the duty set out in the Clause. The words as they stand may read that only Scottish companies are concerned, because only Scottish companies would satisfy the two conditions of being registered under the principal Act and being outside England.

Amendment agreed to.

CLAUSE 48.—(Amendments as to investigations of companies' affairs by inspectors.)

I beg to move, in page 45, line 29, at the end, to insert the words:

( a ) In paragraph (ii) of Sub-section (1) for the word "tenth," there shall be substituted the word "twentieth."

This Amendment seeks to reduce the percentage of members of a company having a share capital necessary to make effective application to the Board of Trade for an inquiry into the affairs of the company. It is now a matter of common knowledge that companies are getting very considerable numbers of shareholders, and the larger a company gets, the wider its interests, and the more it makes its appeal to the public, the greater are the numbers of persons who invest their capital in it. If they are desirous of having an inquiry into the affairs of the company, we suggest that to have to get the assent of a tenth of the shareholders is too difficult an obligation. Even a twentieth is a very considerable number, but in our opinion it is the very maximum which ought to be inserted. There have been many examples of the mismanagement of companies under which the shareholders have not had the opportunity of getting an inquiry, but I do not propose at this late hour to trouble the House with instances. I really think that, in view of the fact that I am urging this Amendment so briefly, the Government ought to accept it.

There is, of course, no magic about any particular proportion, but we must have some sense of reason, and if we are going to give to only 5 per cent. of the shareholders of a company the right to demand these investigations and inspections, I think we are going to stimulate a certain class of person who likes to look for trouble to search for it unduly. Honestly, I think that, before any kind of investigation is granted, there ought to be a substantial shareholding behind it. In the past it has been fixed at 10 per cent. There have been no representations, so far as I am aware, that 10 per cent. is too large a percentage, and I think we ought not to go below that figure. If we accepted the Amendment, a competitor might, seeking to embarrass the company, obtain the control of 5 per cent. of the shareholding of the company and use that 5 per cent. for the purpose of embarrassing the company. The larger we make the proportion, the less risk there will be of that kind of thing happening; and I hope the Amendment will not be pressed.

I am afraid we must press this Amendment. The case which I mentioned yesterday and referred to at Question time last week, the case of Radiation, Ltd., illustrates clearly how necessary it is to have a reasonable figure inserted as the number of shareholders who can move for an inquiry. In that case it is clear that 21 per cent, of the shareholders held nearly £500,000 of capital, and that is by no means one of the largest companies now being dealt with by the Companies Department, and in respect of which applications might be made. If we are going to have an avenue for appeal to the Board of Trade for an inquiry, we should be able to deal with the largest of the companies which are now incorporated; and for people who have a real grievance to have to go round and get

the consent of a shareholding of £2,000,0,0p of capital before they can get their case for an inquiry even considered at the Board of Trade is unreasonable and out of consonance with the growth of joint stock companies. We are asking for the figure of 5 per cent. to be put in, and we think that is reasonable basis.

This is the theory of the protection of minorities run absolutely mad. Against the wishes of 95 per cent, of the shareholders, 5 per cent. are to be allowed to disturb and embarrass the government of the company. It seems to me that if the shareholders who are discontented have not got a sufficiently good case, prima facie, to convince 10 per cent. of their colleagues that an inquiry is necessary, it is not reasonable to have an inquiry at all, and it is going to the limit to ask that this inquiry should be set up on the appeal of 5 per cent. I wonder whether the hon. Members would be prepared to carry that percentage to the government of other institutions as well as of limited liability companies. I do not think they would.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 110; Noes, 223.

Division No. 340.]

AYES.

[8.11 p.m.

Adamson, Rt. Hon. W. (Fife, West)

Grenfell, D. R. (Glamorgan)

Oliver, George Harold

Adamson, W. M. (Staff., Cannock)

Griffiths, T. (Monmouth, Pontypool)

Parkinson, John Allen (Wigan)

Alexander, A. V. (Sheffield, Hillsbro')

Groves, T.

Pethick-Lawrence, F. W.

Ammon, Charles George

Grundy, T. W.

Potts, John S.

Baker, J. (Wolverhampton, Bilston)

Hall, F. (York, W. R., Normanton)

Purcell. A. A.

Baker, Walter

Hall, G. H. (Merthyr Tydvil)

Richardson, R. (Houghton-le-Spring)

Barker, G. (Monmouth, Abertillery)

Hayday, Arthur

Roberts, Rt. Hon. F. O.(W. Bromwich)

Barr, J.

Henderson, Right Hon. A. (Burnley)

Robinson, W. C. (Yorks, W. R., Ellana)

Baley, Joseph

Hirst, G. H.

Saklatvala, Shapurji

Beckett, John (Gateshead)

Hirst, W. (Bradford, South)

Scurf, John

Bondfield, Margaret

Hudson, J. H. (Huddersfield)

Shaw, Rt. Hon. Thomas (Preston)

Bowerman, Rt. Hon. Charles W.

Jenkins, W. (Glamorgan, Neath)

Shepherd, Arthur Lewis

Broad, F. A.

John, William (Rhondda, West)

Shiels, Dr. Drummond

Bromfield, William

Jones, Morgan (Caerphilly)

Short, Alfred (Wednesbury)

Bromley, J.

Jones, T. I. Mardy (Pontypridd)

Sitch, Charles H.

Brown, James (Ayr and Bute)

Kelly, W. I.

Slesser, Sir Henry H.

Cape, Thomas

Kennedy, T.

Smillie, Robert

Charletcn, H. C.

Kirkwood, D.

Smith, Ben (Bermondsey, Rotherhlthe)

Cluse, W. S.

Lansbury, George

Smith, H. B. Lees- (Keighley)

Connolly, M.

Lawrence, Susan

Smith, Rennie (Penistone)

Cove, W. G.

Lee, F.

Snowden, Rt. Hon. Philip

Dalton, Hugh

Longbottom, A. W.

Stamford, T. W.

Day, Harry

Lowth, T.

Stephen, Campbell

Dennison, R.

Lunn, William

Sullivan, J.

Duncan, C.

MacDonald, Rt. Hon. J. R. (Aberavon)

Sutton, J. E.

Donnico, H.

Mackinder, W.

Thorne, W. (West Ham, Plaistow)

Edwards, C. (Monmouth, Bedwellty)

Maclean, Neil (Glasgow, Govan)

Thurtle, Ernest

Gibbins, Joseph

Malone, C. L'Estrange (N'thampton)

Tinker, John Joseph

Gillett, George M.

March, S.

Townend, A. E.

Gosling, Harry

Mitchell, E. Rosslyn (Paisley)

Trevelyan, Rt. Hon. C. P.

Graham, D. M. (Lanark, Hamilton)

Montague, Frederick

Varley, Frank B.

Graham, Rt. Hon. Wm. (Edln., Cent.)

Morrison, R. C. (Tottenham, N.)

Viant, S. P.

Greenall, T.

Murnin, H.

Watson, W. M. (Dunfermline)

Greenwood, A. (Nelson and Colne)

Naylor, T. E.

Watts-Morgan, Lt.-Col. D. (Rhondda)

Wellock, Wilfred

Williams, T. (York, Don Valley)

TELLERS FOR THE AYES.—

Welsh, J. C.

Wilson, C. H. (Sheffield, Attercliffs)

Mr. A. Barnes and Mr. Whiteley.

Westwood, J.

Wilson, R. J. (Jarrow)

Williams, David (Swansea, East)

Windsor, Walter

NOES.

Ainsworth, Lieut.-Col, Charles

Gates, Percy

Phillpson, Mabel

Albery, Irving James

Gower, Sir Robert

Pilditch, Sir Philip

Alexander, E. E. (Leyton)

Grattan-Doyle, Sir N.

Preston, William

Allen, Sir J. Sandeman

Creases-Lord, Sir Walter

Price, Major C. W. M.

Applin, Colonel R. V. K.

Greene, W. P. Crawford

Radford, E. A.

Atkinson, C.

Griffith, F. Kingsley

Raise, Sir Walter

Baldwin, Rt. Hon. Stanley

Grotrian, H. Brent

Ramsden, E.

Balniel, Lord

Guest, Capt. Rt. Hon. F. E. (Bristol, N.)

Rees, Sir Beddos

Barnett, Major Sir Richard

Gunston, Captain D. W.

Remer, J. R.

Beamish, Rear-Admiral T. P. H.

Hamilton, Sir George

Richardson, Sir P. W. (Sur'y, Chits'y)

Bellairs, Commander Carlyon

Hammersley, S. S.

Rodd. Rt. Hon. Sir James Rennell

Bens. Sir A. S. (Plymouth, Drake)

Hannon, Patrick Joseph Henry

Ruggles-Brise, Lieut.-Colonel E. A.

Bennett, A. J.

Hartington, Marquess of

Russell, Alexander West (Tynemeuth)

Berry, Sir George

Harley, G. (Lambeth, Kennington)

Rye, F. G.

Betterton, Henry B.

Hasiam, Henry C.

Salmon, Major I.

Birchall, Major J. Dearman

Headlam, Lieut.-Colonel C. M.

Samuel, A M. (Surrey, Farnham)

Bird, E. R, (Yorks, W. R., Skipton)

Henderson, Capt. R. R. (Oxf'd, Henley)

Sandeman, N. Stewart

Bird, Sir R. B. (Wolverhampton, W.)

Henderson, Lieut.-Col. Sir Vivian

Sanders, Sir Robert A.

Bourne, Captain Robert Croft

Heneage, Lieut.-Col. Arthur P.

Sanderson, Sir Frank

Bowater, Col. Sir T. Vansittart

Hennessy, Major Sir G. R. J.

Savery, S. S.

Bowyer, Capt. G. E. W.

Hills, Major John Waller

Shaw. R. G. (Yorks, W. R., Sowerby)

Braithwaite, Major A, N.

Hilton, Cecil

Sheffield, Sir Berkeley

Brass, Captain W.

Holt, Capt. H. P.

Shepperson, E. W.

Brassey, Sir Leonard

Hopkinson, Sir A. (Eng. Universities)

Simms, Dr. John M. (Co. Down)

Brittain, Sir Harry

Hume. Sir G. H.

Simon, Rt. Hon. Sir John

Brocklebank, C. E. R.

Hume-Williams, Sir W. Ellis

Skelton. A. N.

Brown, Col. D. C. (N'th'l'd, Hexham)

Hunter-Weston, Lt.-Gen. Sir Aylmer

Slaney, Major P. Kenyon

Brown, Brig.-Gen. H. C. (Berks. Newby)

Hurd, Percy A.

Smith, Louis W. (Sheffield, Hallam)

Brown, Ernest (Leith)

Hutchison, Sir Robert (Montrose)

Smith, R. W. (Aberd'n & Kinc'dine, C.)

Buchan, John

Iliffe, Sir Edward M.

Somerville, A. A. (Windsor)

Burman, J. B.

Inskip, Sir Thomas Walker H.

Southby, Commander A. R. J.

Burton, Colonel H. W.

Iveagh, Countess of

Spender-Clay, Colonel H.

Butler, Sir Geoffrey

Jackson, Sir H. (Wandsworth, Cen'l)

Sprot, Sir Alexander

Cadogan, Major Hon. Edward

James, Lieut.-Colonel Hon. Cuthbert

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Caine, Gordon Hall

Kennedy, A. R. (Preston)

Stanley, Lord (Fylde)

Campbell, E. T.

Kindersiey, Major G. M.

Stanley, Hon. O. F. G. (Westm'eland)

Cautley, Sir Henry S.

King, Commodore Henry Douglas

Steel, Major Samuel Strang

Cecil, Rt. Hon. Sir Evelyn (Aston)

Kinloch-Cooke, Sir Clement

Storry-Deans, R.

Chadwick, Sir Robert Burton

Lamb, J. Q.

Strauss, E. A.

Chamberlain, Rt. Hon. N. (Ledywood)

Lister, Cunliffe, Rt. Hon. Sir Philip

Streatfelld, Captain S. R.

Chapman, Sir S.

Lloyd, Cyril E. (Dudley)

Tacker, R. Inigo.

Charterls, Brigadier-General J.

Long, Major Eric

Templeton, W. P.

Cochrane, Commander Hon. A. D.

Looker, Herbert William

Thom, Lt.-Col. J. G. (Dumbarton)

Colfax, Major Wm. Phillips

Luce, Major-Gen. Sir Richard Harman

Thompson, Luke (Sunderland)

Cooper, A. Duff

Lynn, Sir R. J.

Thomson, Rt. Hon. Sir W. Mitchell.

Courier, J. B.

MacAndrew, Major Charles Glen

Tinne, J. A.

Cowan, D. M, (Scottish Universities)

Macdonald, Capt. P. D. (I. of W.)

Tomlinson, R. P.

Cowan, Sir Wm. Henry (Islington, N.,

McLean, Major A.

Tryon. Rt. Hon. George Clement

Craig, Sir Ernest (Chester, Crewe)

Macmillan, Captain H.

Wallace, Captain D. E.

Crawford, H. E.

Macnaghten, Hon. Sir Malcolm

Ward, Lt.-Col. A. L. (KIngston-on-Hull)

Croft, Brigadier-General Sir H.

MacRobert, Alexander M.

Watts, Sir Thomas

Crooke, J. Smedley (Derltend)

Malone, Major P. B.

Wayland, Sir William A.

Crookshank, Col. C. de W. (Berwick)

Margesson. Captain D.

Wells, S. R.

Crookshank, Cpt. H.(Lindsey, Gainsbro)

Mason, Colonel Glyn K.

White, Lieut.-Col. Sir G. Dalrymple.

Cunliffe, Sir Herbert

Merriman. Sir F. Boyd

Williams, A. M. (Cornwall, Northern)

Davidson, Rt. Hon. J. (Hertford)

Meyer, Sir Frank

Williams, C. P. (Denbigh, Wrexham)

Davies, Ellis (Denbigh, Denbigh)

Milne, J. S. Wardlaw.

Williams. Herbert G. (Reading)

Davies, Maj. Geo. F. (Somerset, Yeovil)

Mitchell, S. (Lanark, Lanark)

Wilson, Sir C. H. (Leeds, Central)

Dawson, Sir Philip

Mitchell, W. Foot (Saffron Walden)

Wilson, R. R. (Stafford, Lichfield)

Drewe, C.

Mitchell. Sir W. Lane (Streatham)

Winby, Colonel L. P.

Edmondson, Major A. J.

Males, Rt. Hon. Thomas

Windsor-Clive, Lieut.-Colonel George

Elliot, Major Walter E.

Mansell, Eyres, Com. Rt. Hon. B. M.

Withers, John James

Ellis, R. G.

Moore, Lieut.-Colonel T. C. R. (Ayr)

Wolmer, Viscount

Erskine, Lord (Somerset, Weston-s.-M.)

Morrison, H. (Wilts, Salisbury)

Womersley, W. J.

Everard, W. Lindsay

Nall, Colonel Sir Joseph

Wood, E. (Chest'r. Stalyb'dge & Hyde)

Fairfax, Captain J. G.

Newman, Sir R. H. S. D. L. (Exeter)

Wood, Rt. Hon. Sir Kingsley

Falle, Sir Bertram G.

Nicholson, O. (Westminster)

Woodcock, Colonel H. C.

Falls, Sir Charles F.

Nuttall, Ellis

Worthington-Evans, Rt. Hon. Sir L.

Fenby, T. D.

O'Connor, T. J. (Bedford, Luton)

Wragg, Herbert

Flelden, E. B.

Oman, Sir Charles William C.

Yerburgh, Major Robert D. T.

Finburgh, S.

Ormsby-Gore, Rt. Hon. William

Young, Rt. Hon. Sir Hilton (Norwich)

Forrest, W.

Owen, Major G.

Foster, Sir Harry S.

Penny, Frederick George

TELLERS FOR THE NOES.—

Fraser, Captain Ian

Perkins, Colonel E. K.

Major Sir William Cope and Sir

Galbraith, J. F. W.

Peto, Sir Basil E. (Devon, Barnstaple)

Victor Warrender.

Garro-Jones, Captain G. M.

Peto, G. (Somerset, Frome)

I beg to move, in page 45, line 32, at the end, to insert the words:

"and at the end of the Sub-section there shall be inserted the words Provided that—

( a ) if in the case of a company, in the opinion of the Board of Trade, there is reasonable cause to believe that an offence against the Companies Acts has been or is likely to be committed, the Board of Trade or any inspector appointed by the Board of Trade for the purpose shall have power to examine into and report on the affairs of the company, and for that purpose may exercise in respect of the company all or any of the powers given by Sub-section (5) of -Section seventy-six of the Friendly Societies Act, 1896, -to an inspector appointed under that Section;

( b ) on the Board of Trade holding such an inspection or on receiving the 'report of an inspector so appointed the Board of Trade may issue such directions and take such steps as they consider necessary or proper to deal with the situation disclosed therein and, in particular, may present a petition to the Court for the winding up of the company.'"

We do not consider that the provisions of the principal Act of 1908 providing for an inspection are nearly strong enough. The Board of Trade themselves ought to have power to institute an inquiry into the workings of a public company, or a private company for that matter, on their own initiative if they are not satisfied that the business is being properly conducted. I do not want to argue this at length, because we argued it freely upstairs, but we have abundant legal precedents for the case which we are putting for the powers being given to the Board of Trade. In the Industrial Insurance Act of 1923, Section 17 gives very wide and adequate powers to the Industrial Insurance Commissioner to take action by way of inquiry, and by way of prosecution, where necessary, where abuses are proved; but in the case of the Companies Act there is very little power indeed, and I am not at all sure that what power there is is acted upon largely because shareholders of companies are so nervous that, if they proceed along the present lines of asking the Board of Trade to make an inquiry, they will be damnified in very heavy legal expenses, and they are generally afraid of throwing what they regard as good money after bad. Much of that feeling would he removed if the Board of Trade took these powers to make an inquiry investigation wherever they were of opinion that the business has not been properly conducted. There is always to be found in the financial journals, and in those journals which look after the interests of the investor, cases of that kind. Here is a paragraph from the "Investors' Review" of July. They say:

"The 'offer' in the case of Blue Bird Oil Importers was 32s. in cash for the £1 ordinaries and 10s. or the 1s. deferred shares. Blue Bird Motor shareholders were to receive 22s. for the £1 preference and 10s. 6d. for the 1s. ordinaries. The excuse put forward for the abandonment of the scheme is that it was accepted only by shareholders with less than 75 per cent. of the capital, and as the necessary 90 per cent. was not being obtained, the purchase lapsed. Considering all the facts, shareholders seem to be in a parlous position, and they may do well to bestir themselves before it is too late by taking some joint action for common protection. We have repeatedly invited the attention of the Board of Trade not only to the daring way in which the directors have defied express requirements of the Companies Act, but as on the part of one director at least share dealings in both concerns have been carried or under the name of a 'paper' company which ignores its own articles of association. If nothing has been done, it is up to shareholders to suggest to the Board of Trade that the Companies Act is not a dead letter unless the department in control chooses to make it so. We were rather under the impression, or perhaps hoping, that Sir Philip Cunliffe-Lister, the President, was the sort of man who had no damned nonsense about him, and would stand none."

I do not know it. The paper is the "Investors' Review." If it is possible week after week for cases of this kind to be brought to the notice of the public through a journal—and 1 take it that if it is not correct the proprietors and editor will themselves be open to action—

That is not for me to say; I am merely quoting from the paper. It is perfectly plain that this is not the only case, and the hon. and gallant Member knows that, if I wanted to take up the time of the House, I could produce case after case. It is absolutely essential that there should be vested in the Board of Trade, powers of initiating an inquiry, and of requiring the expenses of the inquiry to be de- frayed by defaulting directors, if necessary, where the Board of Trade consider an inquiry necessary. I have mentioned the question of expenses, but I do not propose to address the House on the Amendment dealing with that point, or to move it, if we get a decision on this one. I feel very strongly on this matter, and I consider that the Board of Trade ought to have the same powers of initiation as already exist under the Friendly Societies Act and under the Industrial Insurance Act.

I beg to second the Amendment.

Under the existing law the Board of Trade have no power to apply for the winding-up of companies where no question of fraud arises. We think that very often it is in the interests of the shareholders in general and of the public that even where a criminal offence has not been committed it should be possible for the company to be wound up, and we say that this power ought to be put in the hands of the Board of Trade.

I am afraid that I cannot accept this Amendment. This is a matter which was very thoroughly threshed out in Committee. I must address myself a little more closely than the hon. Member did to the Amendment to see whether it is a proper Amendment to move. Paragraph ( a ) of the Amendment provides that the Board of Trade is to appoint an inspector who may have power to examine into and report on the affairs of the company, and for that purpose may exercise powers given by Section 76 of the Friendly Societies Act, 1896. That is already provided for by Section 109 of the existing Act, Subsections (4) and (5). So far as that point is concerned, the powers of the Friendly Societies Act would merely be duplicated by the powers which the hon. Member proposes to give under paragraph ( a ) of his Amendment. As regards paragraph ( b ), the suggestion is that the Board of Trade should have power compulsorily to wind up the company. We are making an Amendment in the Bill so as to give the Board of Trade new powers. That Amendment will be found in paragraph ( d ) on page 46 of the Bill. The Board of Trade will have power to initiate proceedings through the Director of Public Prosecutions where they have come to the conclusion from the report that somebody has been guilty of a criminal offence. Whether or not that will satisfy the 'anonymous gentleman whose strong comment was read from a broadsheet which I think is called the "Investors' Review," I do not know, but I venture to think that the Amendment giving the Board of Trade power to take proceedings where a criminal offence has been found to be committed is a considerable advance.

Does the hon. and learned Member really suggest that the powers of Section 76 of the Friendly Societies Act are actually the same as those incorporated in the original Companies Act? Surely the powers of the Friendly Societies Act are very much wider.

I did not want to read the necessary matter; I was content to state what the position was, but if the hon. Member challenges me, I must explain. This is what he proposes to do. He proposes to add these words:

"An inspector appointed under this Section may require the production of all or any of the documents of the Society, and may examine on oath its officers, members, agents and servants in relation to its business, and may administer such oath accordingly."

In the Section to which I have already referred, he will find these words:

"An inspector may examine on oath the officers and agents of a company in relation to its business and may administer the oath accordingly, and if any officer or agent refuses to produce any book or document or to answer any question … he shall be liable to a fine."

As nearly as possible we have, expressed in slightly different language, exactly the same thing as is expressed in the Clause which the hon. Member proposes to incorporate in the Bill, and therefore I cannot accept the Amendment. Our Statute Book is sufficiently littered now with duplications and redundancies. [ Interruption ]. It is not clever. The hon. Member has not read his own Amendment. He produced an analogy from the Industrial Assurance Act. Everybody knows, and nobody better than the hon. Member, that the Industrial Assurance Act deals with the special relations with persons who are insured and who suffer great hardships if the company do not deal fairly with them, and that it is a relationship which continues, very often, for a lifetime, or for a great many years, with one party paying year by year or week by week. The case of the Industrial Assurance Act provides no analogy with the Companies Act. The shareholders of a company must after all be trusted and left to manage their own affairs, and I really do not see why the Board of Trade should be required to do more than they will do under the law as amended, namely, lay bare the whole Of the proceedings of the company, the shareholders then taking action which they think appropriate; with this added safeguard, that if there has been a criminal offence, the Board of Trade will take the matter up, and not leave it to individual shareholders. For the reasons I have stated, I cannot accept the Amendment.

I am very sorry that the Attorney-General has not given this Amendment a little more sympathetic consideration, because it seems to me there can be only two reasons for resisting at any rate the second part of the Amendment, either the fact that it is moved from this side of the House and therefore must be resisted, or—though I do not believe this for a moment—that there must be very strong influences at work to protect companies which are not being conducted in a proper manner. I am certain that hon. Members opposite, many of whom have had much more experience of limited liability companies than I have, know very well that it is very far from the truth to say that the shareholder is always able to look after his own interests, and that our suggestions are an act of tyranny against the shareholder. In the kind of company which these Amendments are aimed at the shareholders have even less control than Members of this House have control over national affairs—and that is going a very long way indeed. They do not meet as often as we do, and when they do meet they have as little say as we do in the affairs that go on. It is not true to suggest that shareholders can protect themselves against a company which may have been formed for some perfectly good purpose but in which, for reasons best known to the promoters, the original capital is being frittered away in order to pave the way for a reconstruction, or where the success of the service which the company proposed to undertake would amaze most of all the people who are in control of the company. The unfortunate people, most of them inexperienced, who invest in these companies are not able to protect themselves in the way the Attorney-General suggests, and if we are determined to provide protection for the innocent or unwary investor we shall have to go very much further than we go in giving to a certain number of shareholders—if they can get together, which is very difficult—the power to ask for steps to be taken. Even when we have done that we must certainly give the Board of Trade other powers beside the power to allow them to institute a prosecution against the company. That seems to me almost a Gilbertian way of meeting the difficulty, and that it is a difficulty does not seem to be denied on the other side of the House.

It is the custom in this House when we are discussing anything of this sort to make remarks, which are often uncomplimentary, about the legal profession, but I believe that lawyers themselves, if they were perfectly honest in this matter, would- be the first to tell us that if a company is being misdirected and a large proportion of the shareholders are so dissatisfied that they have made overtures to the Board of Trade, and the Board of Trade has appointed an inspector and had an inquiry, that it is not wise to allow things to go on peacefully until there is a move for a prosecution and a hearing is fixed. The men who direct such a company, the men who are conducting the fraud which this Bill is supposed to be out to stop, will by that time have feathered their nests and got well out of it, leaving the innocent shareholders to pay the costs of the prosecution or whatever fine the Board of Trade may eventually succeed in getting inflicted. It seems to me that the Attorney-General has not only done less than justice to this Amendment, but he has told us, in so many words, that this Bill is not intended to make things inconvenient for anybody. I hope that we shall have more consideration given to this Amendment before hon. Members opposite hasten to the Division Lobby to vote against it.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 120; Noes, 205.

Division No. 341.]

AYES.

[8.38 p.m.

Adamson, Rt. Hon. W. (Fife, West)

Groves. T.

Roberts, Rt. Hon. F. O. (W. Bromwich)

Adamson, W. M. (Staff., Cannock)

Grundy, T. W.

Robinson. W. C. (Yorks, W. R., Elland)

Alexander. A. V. (Sheffield, Hilisbro')

Hall, F. (York, W. R., Normanton)

Scurr, John

Ammon, Charles George

Hardie, George D.

Shaw, Rt. Hon. Thomas (Preston)

Baker. J. (Wolverhampton, Bliston)

Heyday, Arthur

Shepherd, Arthur Lewis

Baker, Walter

Henderson, Right Hon. A. (Burnley)

Shiels, Dr. Drummond

Barker, G. (Monmouth, Abertillery)

Hirst, G. H.

Short, Alfred (Wednesbury)

Barnes, A.

Hirst, W. (Bradford, South)

Simon, Rt. Hon. Sir John

Barr, J.

Hudson, J. H. (Huddersfield)

Sitch, Charles H.

Batey, Joseph

Jenkins, W. (Glamorgan, Neath)

Slesser, Sir Henry H.

Beckett, John (Gateshead)

John, William (Rhondda, West)

Smillie, Robert

Bondfield, Margaret

Jones, Morgan (Caerphilly)

Smith, Ben (Bermondsey, Rotherhithe)

Bowerman, Rt. Hon. Charles W.

Jones, T. I. Mardy (Pontypridd)

Smith, H. B. Lees- (Keighley)

Broad, F. A.

Kelly, W. T.

Smith, Rennie (Penistone)

Bromfield. William

Kennedy, T.

Snowden, Rt. Hon. Philip

Bromley, J.

Kenworthy, Lt.-Com. Hon. Joseph M.

Stamford, T. W.

Brown, Ernest (Leith)

Kirkwood, D.

Stephen, Campbell

Brown, James (Ayr and Bute)

Lansbury, George

Strauss, E. A.

Cape, Thomas

Lawrence, Susan

Sullivan, J.

Charleton, H. C.

Lee, F.

Sutton, J. E.

Close, W. S.

Lindley, F. W.

Thorne, W. (West Ham, Plaistow)

Connolly, M.

Longbottom, A. W.

Thurtle, Ernest

Cove, W. G.

Lowth, T.

Tinker, John Joseph

Crawford, H. E.

Lunn, William

Townend, A. E.

Dalton, Hugh

MacDonald, Rt. Hon. J. R. (Aberavon)

Trevelyan, Rt. Hon. C. P.

Davies, Ellis (Denbigh, Denbigh)

Mackinder, W.

Varley, Frank B.

Day, Harry

Maclean, Nell (Glasgow, Govan)

Viant, S. P.

Dennison, R.

Malone, C. L'Estrange (N'thampton)

Watson, W. M. (Dunfermline)

Duncan, C.

March, S.

Watts-Morgan. Lt.-Col. D. (Rhondda)

Dunnlco, H.

Mitchell, E. Rosslyn (Paisley)

Wellock, Wilfred

Fenby, T. D.

Montague, Frederick

Welsh, J. C.

Garro-Jones, Captain G. M.

Morrison, R. C. (Tottenham, N.)

Westwood, J.

Gibbins, Joseph

Murnin, H.

Williams, David (Swansea, East)

Gillett, George M.

Naylor, T. E.

Williams, T. (York, Don Valley)

Gosling, Harry

Oliver, George Harold

Wilson, C. H. (Sheffield, Attercliffe)

Graham, D. M. (Lanark, Hamilton)

Owen, Major G.

Wilson, R. J. (Jarrow)

Graham, Rt. Hon. Wm. (Edin., Cent.)

Parkinson, John Allen (Wigan)

Windsor, Walter

Greenall, T.

Pethick-Lawrence, F. W.

Wright, W.

Greenwood, A. (Nelson and Colne)

Potts, John S.

Griffith, F. Kingsley

Purcell, A. A.

TELLERS FOR THE AYES —

Griffiths, T. (Monmouth, Pontypool)

Richardson, R. (Houghton-le-Spring)

Mr. Charles Edwards and Mr. Whiteley.

NOES.

Ainsworth. Lieut.-Col. Charles

Cecil, Rt. Hon. Sir Evelyn (Aston)

Fraser, Captain Ian

Albery, Irving James

Chamberlain, Rt. Hon. N. (Ladywood)

Galbraith, J. F. W.

Alexander, E. E. (Leyton)

Chapman, Sir S.

Gates, Percy

Allen, Sir J. Sandeman

Charteris, Brigadier General J.

Glyn, Major R. G. C.

Applin, Colonel R. V. K.

Cochrane, Commander Hon. A. D.

Goff, Sir Park

Ashley, Lt.-Col. Rt. Hon. Wilfrid W.

Colfox, Major Wm. Phillips

Gower, Sir Robert

Atkinson, C.

Cope, Major Sir William

Grattan-Doyle, Sir N.

Baldwin, Rt. Hon. Stanley

Cooper, J. B.

Greaves-Lord, Sir Walter

Barnett, Major Sir Richard

Cowan, D. M. (Scottish Universities)

Greene, W. P. Crawford

Beamish, Rear-Admiral T. P. H.

Cowan, Sir Wm. Henry (Islington, N.)

Grenfell, Edward C. (City of London)

Benn, Sir A. S. (Plymouth, Drake)

Craig, Sir Ernest (Chester, Crewe)

Grotrian, H. Brent

Berry, Sir George

Croft, Brigadier.-General Sir H.

Guest, Capt. Rt. Hon. F. E. (Bristol, N.)

Betterton, Henry B.

Crooke, J. Smedley (Derltend)

Hamilton, Sir George

Birchall, Major J. Dearman

Crookshank, Col. C. de W. (Berwick)

Hammersley, S. S.

Bird, E. R. (Yorks, W. R., Skipton)

Crookshank, Cpt. H.(Lindsey, Gainsbro)

Hannon, Patrick Joseph Henry

Bourne, Captain Robert Croft

Cunliffe, Sir Herbert

Harlington, Marquess of

Bowater, Col. Sir T. Vansittart

Davidson, Rt. Hon. J. (Hertford)

Harvey, G. (Lambeth, Kennington)

Braithwaite, Major A. N.

Davies, Maj. Geo. F. (Somerset, Yeovil)

Haslam, Henry C.

Brass, Captain W.

Dawson, Sir Philip

Headlam, Lieut.-Colonel C. M.

Brassey, Sir Leonard

Drewe, C.

Henderson, Capt. R. R. (Oxf'd, Henley)

Brittain, Sir Harry

Edmondson, Major A. J.

Henderson, Lieut.-Col. Sir Vivian

Brocklebank, C. E. R.

Elliot, Major Walter E.

Heneage, Lieut.-Col. Arthur P.

Brown, Col. D. C. (N'th'l'd., Hexham)

Ellis, R. G.

Hennessy, Major Sir G. R. J.

Brown, Brig.-Gen. H. C. (Berks, Newby)

Erskine, Lord (Somerset, Weston-s M.)

Hills, Major John Waller

Burman, J. B.

Everard, W. Lindsay

Hilton, Cecil

Burton, Colonel H. W.

Fairfax, Captain J. G.

Hope, Capt. A. O. J. (Warw'k, Nun.)

Butler, Sir Geoffrey

Falle, Sir Bertram G.

Hopkinson, Sir A. (Eng. Universities)

Butt, Sir Alfred

Falls, Sir Charles F.

Hume, Sir G. H.

Cadogan, Major Hon. Edward

Fermoy, Lord

Hume-Williams, Sir W. Ellis

Campbell, E. T.

Fielden, E. B.

Hunter-Weston, Lt.-Gen. Sir Aylmer

Cassels, J. D.

Forrest, W.

Hurd, Percy A.

Cautley, Sir Henry S.

Foster, Sir Harry S.

Iliffe, Sir Edward M.

Inskip, Sir Thomas Walker H.

Oman, Sir Charles William C.

Stanley. Hon. O. F. G. (Westm'eland)

Iveagh, Countess of

Penny, Frederick George

Steel, Major Samuel Strang

Jackson, Sir H. (Wandsworth, Con'l)

Perkins, Colonel E. K.

Storry-Deans, R.

James, Lieut.-Colonel Hon. Cuthbert

Peto, Sir Basil E. (Devon, Barnstaple)

Streatfeild, Captain S. R.

Kennedy, A. R. (Preston).

Peto, G. (Somerset, Frome)

Tasker, R. Inigo.

Kindersley, Major Guy M.

Philipson, Mabel

Templeton, W. P.

King, Commodore Henry Douglas

Pliditon, Sir Philip

Thom, Lt.-Col. J. G. (Dumbarton)

Kinloch-Cooke, Sir Clement

Preston, William

Thompson, Luke (Sunderland)

Lamb, J. Q.

Price, Major C. W. M.

Thomson, Rt. Hon. Sir W. Mitchell-

Lister, Cunliffe., Rt. Hon. Sir Philip

Radford, E. A.

Tinne, J. A.

Lloyd, Cyril E. (Dudley)

Raine, Sir Walter

Tomlinson, R. P.

Looker, Herbert William

Ramsden, E.

Tryon, Rt. Hon. George Clement

Luce, Maj.-Gen. Sir Richard Harman

Rees, Sir Beddoe

Wallace, Captain D. E.

Lynn, Sir R. J.

Remer, J. R.

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

MacAndrew, Major Charles Glen

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Watts, Sir Thomas

Macdonald, Capt. P. D. (I. of W.)

Rodd, Rt. Hon. Sir James Rennell

Wayland, Sir William A.

McLean, Major A.

Ruggles-Brise, Lieut.-Colonel E. A.

Wells, S. R.

Macmillan, Captain H.

Russell, Alexander West (Tynemouth)

White, Lieut.-Col. Sir G. Dalrymple-

Macnaghten, Hon. Sir Malcolm

Rye. F. G.

Williams, A. M. (Cornwall, Northern)

MacRobert, Alexander M.

Salmon, Major I.

Williams, C. P. (Denbigh, Wrexham)

Malone, Major P. B.

Samuel, A. M. (Surrey, Farnham)

Williams, Herbert G. (Reading)

Margesson, Captain D.

Sandeman, N. Stewart

Wilson, Sir C. H. (Leeds, Central)

Mason, Colonel Glyn K.

Sanders, Sir Robert A.

Wilson, R. R. (Stafford, Lichfield)

Merriman, Sir F. Boyd

Sanderson, Sir Frank

Winby, Colonel L. P.

Meyer, Sir Frank

Savery, S. S.

Windsor-Clive, Lieut.-Colonel George

Milne, J. S. Wardlaw-

Shaw, R. G. (Yorks, W. R., Sowerby)

Withers, John James

Mitchell, S. (Lanark, Lanark)

Shepperson, E. W.

Womersley, W. J.

Mitchell, W. Foot (Saffron Walden)

Simms, Dr. John M. (Co. Down)

Wood, E. (Chest'r, Stalyb'ge & Hyde)

Mitchell, Sir W. Lane (Streatham)

Slaney, Major P. Kenyon

Wood, Rt. Hon. Sir Kingsley

Moles, Rt. Hon. Thomas

Smith, Louis W. (Sheffield, Hallam)

Woodcock, Colonel H. C.

Monsell, Eyres, Com. Rt. Hon. B. M

Smith, R. W. (Aberd'n & Kinc'dlne, C.)

Wragg, Herbert

Moore, Lieut.-Colonel T. C. R. (Ayr)

Smithers, Waldron

Yerburgh, Mayor Robert D. T.

Morrison, H. (Wilts, Salisbury)

Somerville, A. A. (Windsor)

Young, Rt. Hon. Sir Hilton (Norwich).

Nall, Colonel Sir Joseph

Southby, Commander A. R. J.

Newman, Sir R. H. S. D. L. (Exeter)

Spender-Clay, Colonel H.

TELLERS FOR THE NOES.—

Nicholson, O. (Westminster)

Sprot, Sir Alexander

Captain Bowyer and Sir Victor

Nuttall, Ellis

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Warrender.

O'Connor, T. J. (Bedford, Luton)

Stanley, Lord (Fyide)

CLAUSE 53.—(Extension of Section 120 of principal Act to certain re-organisations of share capital, etc.)

I beg to move, in page 51, line 5, at the end, to insert the words: called for that purpose shall have assented to the scheme. The purpose of this Amendment is to ensure that an unreasonable scheme shall not receive the sanction of the Court, even if it has the statutory majority in its favour. The very serious depression in the cotton spinning trade has caused a great many cotton spinning mills to seek the protection of the Court in these schemes of arrangement, and very frequently the schemes are such as to be purely dilatory measures. The processes of the law are being used to hold up necessary and, indeed, inevitable reconstruction, merely by getting the statutory majority of 75 per cent. That this is the case there can be no doubt. I have in my possession a list of Mills where a second scheme of arrangement is being propounded because the original scheme has, in fact, proved unreasonable and unworkable. In the absence of a clear definition, the Vice-Chancellor of the Court feels that he is not called upon to ask questions as to whether or not the scheme is reasonable, and, in those circumstances, schemes which ought not to receive the assent of the Court are going through.

I hope that this Amendment will receive the assent of the Government. It does not propose really to make any alteration, but merely proposes to standardise the interpretation of the law which has been laid down by every authority with which I have made myself acquainted. I have a long list of cases here, and, in Buckley's work on "The Companies Acts," at page 284, it is clearly stated that: obiter dicta of the Judges.

I beg to second the Amendment.

I do so, not only for the reasons given by the Mover, but in order that there may be something known to the Judges by way of an expression in the Act as to regard being paid to the benefit of the creditors and the members concerned. If that view were taken into account, rather than a mere expression by a certain number of people in the concern which has gone to the Court, it would be to the advantage of the industries of this country.

My hon. Friend the Member for Stockport (Mr. Hammersley) has put his case, if I may say so, very fairly and clearly, and I have been considering whether it would be possible, in order to promote a very laudable object, to adopt the words which he has suggested. We sympathise with his desire that schemes of arrangement should not be adopted which merely perpetuate unhealthy conditions in industry, but the difficulty is that the Amendment seeks to put into words what, as I respectfully think, is more conveniently expressed in the judgment of the Master of the Rolls which my hon. Friend quoted. The Master of the Rolls used these words, if I have caught them rightly:

"The Court has to consider whether the scheme deserves the sanction of the Court."

I much prefer the elasticity and freedom of these words to the words suggested in the Amendment, which, no doubt, are intended to express the same idea, but, I think, express it in a less satisfactory form, namely:

"unless the Court considers that such compromise or arrangement is reasonable and calculated to benefit the general body of creditors and members."

It takes a financier sometimes to be able to cast his mind forward and say whether a particular financial scheme is likely to benefit the people who are interested in it.

I always like to listen to the hon. Member's interruptions if I can understand them, but on this occasion. I am afraid I do not. I much prefer the language of the Master of the Rolls. The Court has generally to consider whether the scheme is one that deserves the sanction of the Court. After all, it must be remembered that Judges, with all their imperfections, are Judges of law and not Judges of finance and financial prospects. They may sometimes have to consider questions of finance, but it is not desirable to make them sort of Board of Trade inspectors to consider whether a scheme is financially sound from the point of view of the persons who may be interested in it in two or three years' time. On the whole, I think my hon. Friend answers his own argument when he says that he is only seeking to codify the existing law. If it is the existing law, it is much better left to the opinions expressed by learned Judges, which cannot be described as obiter dicta, but are decisions of the Court which bind the Court, than to attempt to enshrine the same idea in words which will probably in some cases in the future be found inconvenient. It is putting rather too great a burden upon the Court to say that it must not sanction a scheme unless it considers it is going to benefit the general body of creditors and members. Supposing the Vice-Chancellor is left in complete obscurity and doubt as to that, because he is really not competent to consider the financial prospects of the company and the amount of working capital required, and therefore he says, "I cannot say I am satisfied that it is going to be beneficial to the general body of creditors, and members, and I cannot sanction it." It is better to leave the Court to apply the principles which my hon. Friend says are the same principles he had in mind in drafting the Amendment.

Amendment negatived.

CLAUSE 66.—(Amendment as to voluntary winding up in certain cases.)

Amendment made:

In page 57, line 14, leave out the words, "The following provisions," and to insert instead thereof the words, "Subsections (2) to (9) both inclusive."—[ Sir P. Cunliffe-Lister. ]

CLAUSE 78.—(Accounts to contain particulars as to loans to directors, etc.)

Amendment made:

In page 76, line 19, leave out the word "provision" and insert instead thereof the word "provisions."—[ Sir P. Cunliffe-Lister. ]

I beg to move, in page 76, to leave out from the word "directors" in line 32, to the word "as" in line 34.

May I make a suggestion. This Amendment is put down, as I understand it, by Members on both sides in rather opposite senses, one in order to narrow the Clause and the other in order to widen it. Would it be convenient if we took a discussion on the rival merits of the two proposals and then voted on the other Amendments which stand in the name of other Members?

9.0 p.m.

I do not quite follow. The same words are on the Paper in the name of different Members, but it is hardly for me to say what are their motives. In any case, it will be in order for these motives to be exposed in debate by all the hon. Members who desire those words to be inserted.

I was only suggesting that it might be convenient, in order to save a series of discussions, that we should elaborate those motives in one discussion and then take a series of Divisions.

I take it the right hon. Gentleman means that the substance of the three following Amendments might be discussed now—(1), in page 72, line 33, leave out the words "who is not chairman of the company; (2), in line 37, leave out the words" or by or from any subsidiary company; and (3), in line 38, at the end, to insert the words:

"Provided that this provision shall not apply in relation to a managing director of the company unless he is also chairman of the company, and in the case of any other director who holds any salaried employment or office in the company there shall not be required to be included in the said total amount any sums paid to him except sums paid by way of directors' fees—"

and that if hon. Members desire separate Divisions they shall be taken.

I am moving this Amendment really in order to add at the end of the Clause the words:

"Provided that this provision shall not apply in relation to a managing director of the company unless lie is also chairman of the company, and in the case of any other director who holds any salaried employment or office in the company there shall not be required to be, included in the said total amount any sums paid to him except sums paid by way of directors' fees."

The hon. Member has a previous Amendment on line 32. Does he not wish to move it?

The hon. Member is quoting now the words of the Amendment at the end.

They run together. I understood the President of the Board of Trade and yourself wish us to inaugurate a general discussion which would include all these Amendments.

I only intervened because I thought the hon. Member's eye caught the lower Amendment, and he did not wish to move the higher one.

It caught my eye, because in my mind the two Amendments form a whole. The object of the Amendment is really to encourage putting on the board employés of the company—managers and departmental managers. I think it is felt it would be a hardship, first of all, that their salaries should be disclosed, and if they were disclosed it would give a very wrong impression of the aggregate amount of -directors' fees. There is not much to say beyond that. It is a matter that will strike anyone at once. If the intention is that the directors' fees and the salaries of all the members of the board are to be shown in the aggregate, well and good, but my suggestion is that in the case of the managing director who is also the chairman, who stands in quite a different position from the ordinary director, his salary as managing director and his director's fee should be shown, but as regards the other directors, it should only show their directors' fees, and they should not be compelled to disclose the salaries they are paid, not as directors, but as managers of departments of the company. It goes to encourage the directors to put on the board, for the purpose of helping the management of the company, people who are in subordinate positions in the com- pany. It is a matter of comment about English companies generally that they put on their boards a number of people who are not concerned with the actual working of the company. The object of these Amendments is to assist in getting on the board employés of the company who are really running the business.

I beg to second the Amendment.

In reading the original recommendation of the Committee it has struck me—

On a point of Order. I am sorry to interrupt at this point, but I am not quite clear on this matter. I am not quite clear which Amendment my hon. and gallant Friend is seconding. The first Amendment on the Order Paper is backed by four hon. Members belonging to two different parties in this House, and the last Amendment in relation to this Clause is backed by two hon. Members of one party, and it is a little difficult to follow which Amendment is actually being seconded.

The Amendment which I called is that in page 76, line 32, to leave out from the word "directors" to the word "as," in line 34.

My hon. Friend the Member for Cambridge University (Mr. Withers) devoted his speech almost entirely to the first Amendment.

The hon. Member has only just come into the Chamber. It was agreed that discussion should take place on this and the three following Amendments.

What strikes me is this. In Committee upstairs, hon. Members who opposed the recommendations in Clause 78 had in their minds that managing directors of a company should not necessarily disclose their emoluments as such, but that as directors they should disclose their fees. I submit that it is important to encourage companies to put on to the Board departmental managers and general manager. It would create a wrong impression in the minds of the shareholders and of the public if it were assumed that those directors were ordinary directors in the sense that they did not manage the busi- ness. These directors in question manage businesses as whole-time officials in an exactly similar way to that of managing directors. It is suggested that they should be treated in the same manner as was proposed in the Committee, and that a managing director shall be excluded from stating what remuneration he is receiving. For that reason, I wish to second the Amendment.

It is rather a pity that this Amendment could not be moved from this side of the House, because our intention in putting down this Amendment is definitely to narrow the provisions of the Clause. We should very much like a Division to be taken, first of all, on that principle. Unfortunately, the hon. Members who have actually moved and seconded this Amendment simply want to leave out these words in order to get the words contained in a second Amendment included in the Bill for quite a different purpose. Without going into this matter at length, I want to say that we are very much against the exemption of the managing director from the provisions of the Clause. Even if the hon. Member for Cambridge (Mr. Withers) wants to make an exception in our favour in the case of the one who is also chairman, it will not go far enough towards meeting cases which are becoming more and more common.

I have referred on more than one occasion during Debates in this House to the case of Radiation, Limited. It is well, perhaps, now that we are dealing with the question of the disclosure of directors' fees and emoluments, to remind the House of some of the details of that particular case. Here you have a statement that in the year in which the amount paid to the ordinary shareholders, at the rate of 6 per cent., amounted altogether to £119,000, the directors received as commission, bonus, salaries and fees, £168,000; and that in the year 1925, when the company paid a dividend of 6 per cent. and a bonus of 6d. per share, making altogether a total amount of £162,022 gross, to the ordinary shareholders, the directors received over £182,000 as commission, bonus, salaries and fees. That is bad enough, but if the attention of the House could be directed more minutely as to how the directors' emoluments were spread, then hon. Members would see how necessary it is for us to leave out the words with regard to managing director.

I put these words into my Amendment only because they were in the original Clause. As far as I am concerned, I do not mind the lines going out.

I am delighted to hear that. If the hon. Member will take that view on the second Amendment to which he has referred, we shall be very happy. To emphasise my point, I want to say that in the case of Radiation, Ltd., there were 17 directors who took these enormous sums, amounting in all to £182,000. This was far more than the actual amount distributed to the ordinary shareholders. But of the 17 directors, 11 were classed as managing directors, so that 11 out of the 17 would be exempted from having their previous emoluments disclosed under the Clause as it stands. Moreover, if you leave the Clause as it is, it will be very unfair to many of the directors themselves, because they receive such unequal amounts. If you look at the actual details of the payments to these directors, you will find that six out of the 17 only received out of this enormous total of £182,000, a sum of £250 each as directors' commissions and emoluments. One director received as much as £30,000 for the year, in addition to very considerable payments made to him in other directions for removal expenses and other special reasons—all of which was paid for out of the funds of the company. The ordinary shareholder taking up the accounts, at first sight, might say that every one of those 17 directors was probably getting far and away more than the shareholders. If you can get a full disclosure such as we want in respect to all the directors, including managing directors, you would do justice to the directors themselves. In the case of Radiation, Ltd., you would not be leaving an impression upon the minds of the general shareholders that each of these six managing directors received one-seventeenth of the £182,000, instead of only £250 per annum.

Surely, under this Clause the shareholders of the company would know that only the emoluments of those directors would be shown, and they would know all the rest of the fees that were paid to the directors. There is the further point. Obviously, this Amendment has no relation to this Clause at all. It is merely an Amendment giving shareholders publicity. Does the hon. Member not think that the mere fact that there are 11 managing directors on one board gives to the ordinary shareholder at least some idea that the affairs of the company are being carried through properly?

If we are dealing with a company like this where the majority of the directors are, in fact, managing directors, I can see that a point has been made by the hon. Member for Westmorland (Mr. Stanley), but really if there is anything in our case at all, it is that we should be able to obtain full information in respect of all directors, whether managing directors or otherwise. The only real objection put forward upstairs was that somehow or other the competitor of the company would be able, if you disclosed what the managing director was getting, to induce him to go elsewhere and to other companies. Really, that was a very poor point to make, because if a managing director is so brilliant, capable and efficient, that he can command a higher fee for his services, he will go where he can get that higher figure. He will not make any bones at all about disclosing his market value. It, surely, is in the interests of the shareholders that they should have the information. I hope, therefore, that the House will vote for the Amendment which we have put on the Paper.

I think there is a little misunderstanding between this Clause and the next Clause. There are two Clauses dealing with the fees of directors. The present Clause provides for automatic disclosure, without any resolution or requisition, but when we come to the next Clause we deal with the power of a certain number of shareholders to ask that all the fees shall be disclosed. In the present Clause we are dealing with something which is quite different. The company cannot veto even if 100 per cent. of the shareholders wished it, they could not veto what is provided for in this Clause, because it is a positive duty which is placed upon the company to do a certain thing. Therefore, a considerable difference does arise between this Clause and the next Clause. The Greene Committee made no recommendation in favour of what I may call automatic disclosure. They did not recommend that in every case there should be a disclosure of the fees of directors, whether managing directors or otherwise, but they did recommend that 25 per cent. of the shareholders could requisition and that then the aggregate of the fees should be disclosed. The Standing Committee put in the provision as it is in the Bill to-day.

What I think was in the mind of the Committee upstairs was that they tried to distinguish between the whole-time salaried officers and the part-time directors. They said, or they meant to say, that there is no reason why the shareholders should not know the aggregate amount of fees which are paid to directors as part-time directors, but that a very different consideration applies when you come to people who are, in fact, salaried officials. If you are to disclose the salaries which are paid to officials, why limit it to directors? Why not extend it to any form of manager who is not on the board? Why not disclose the amount of wages that are paid? You might extend the thing indefinitely. The Greene Committee drew a definite distinction between the two things. It may not be in the interest of a company to disclose the salaries paid to its whole-time officers, and that is dealt with in the next Clause. I do think there was some substance in the argument brought forward by the hon. Member for Cambridge University (Mr. Withers) when he said that what we want to do is to encourage companies to put on their board those who are really responsible for the conduct and management of the company as departmental managers, and so on; but they are less likely to do that if they have automatically, whether it is in the interests of the company or not, to disclose what salary they pay to those officials.

I am prepared to leave this matter to a free vote of the House, but I conceive it to be my duty to say how I shall give my vote, in the best interests of sound company administration. I shall cast my vote in favour of the automatic declara- tion of the fees of ordinary directors, the fees that are paid to a director as a director, but I should not be in favour of disclosing, unless the company so desires, and they are the people who ought to decide, in every case the salaries that are paid to the whole-time officials of the company, whether managers or managing directors. I am concerned in this Bill for what is best for company administration, and therefore I say that in this automatic disclosure we should best serve the interests of sound administration by forcing the disclosure of what are ordinarily known as directors' fees, whether they are directors of the main company or a subsidiary company, but I would not force the company to disclose the salaries which it pays, either individually or in the aggregate to whole-time officers, by whatever name they are called. I am prepared to leave this question to the free vote of the House, and I shall vote for what I think is the best for sound administration.

prefer the Amendment which stands in the name of the hon. Member for Cambridge University (Mr. Withers) rather than the Amendment which stands in my name, provided the hon. Member for Cambridge University would leave out the words "unless he is also chairman of the company." It seems to me that if that alteration were made my hon. Friend's Amendment would carry out entirely what, I think, is the intention and spirit of most of those who desire to see a clear distinction drawn between those who are whole time officials of a company and those who are—I do not use the word offensively but in a sense which can be understood—mere directors. The Leader of the Opposition, the other night, called attention to what he described as a deplorable position in connection with limited companies, when certain people merely sit occasionally at a table and draw certain fees as directors. It is clear that that state of affairs indicates a type of case which appeals to very many minds. On the other hand, the managing director of a company cannot be put into that category. The managing director devotes his whole time to the company as a whole-time officer of the company, and there is no more reason for penalising that man because he happens to have been made chairman of the company than there is for penalising the manager who has been made a director. It does seem to me, therefore, that there is every ground for exempting the whole-time officer who has become a director, but you do not carry out that principle unless you also exclude the managing director, whether he is chairman or not.

Having regard to what has been said by the President of the Board of Trade I do not propose to move the second Amendment which stands in my name in regard to subsidiary companies, but I am content to accept the position if the Amendment of the hon. Member for Cambridge University can be accepted, with the alteration which I have suggested. There is one thing which should be pointed out in regard to the Greene Committee, and that is that while they advocated disclosure they definitely pointed out that the disclosure of the remuneration paid to the managing director might in fact be harmful to the company. It is because I think it would be harmful that I shall not vote for the Amendment of the hon. Member for Cambridge University unless the words to which I have referred are expunged from it.

How does the hon. and learned Member square what he has told the House now with the fact that there are managing directors who are managing directors for five or six companies?

I suppose the hon. Member is referring to the question of whole-time officials. If a man is managing director of a company I assume that he is required by that company to devote such time to it as is necessary to carry out those managerial duties which are ordinarily carried out by a managing director. If he does that, I see no distinction between a man holding that position and a man who is described as manager.

I should like to touch on what my right hon. Friend the President of the Board of Trade has suggested is the motive which prompted the Committee upstairs to draft the Clause as it at present stands. My recollection is not quite on the lines of his. My impression is that the majority were in favour of passing legislation which would cause public companies to disclose the whole remuneration of their directors. It was then pointed out that if that were done it would discourage the appointment of managing directors, which everybody admits is desirable. It was pointed out that companies who intended to appoint efficient officials as directors, not wishing to disclose their remuneration, would refrain from appoint-them as managing directors. It was further pointed out that in other companies where efficient officials had already been appointed as managing directors, they would probably be retired as directors and continue as officials, so that their salaries did not have to be disclosed. It was by taking that into account that the Committee arrived at the Clause in its present form. That is the reason that the Committee decided that the remuneration of ordinary directors should be disclosed, but that that of the managing directors should not be disclosed.

There is one other thing which was touched on by my hon. and learned Friend the Member for Norwood (Sir W. Greaves-Lord), and that was the question of the chairman of the company. I would like to call the attention of the House to the fact that we were guided from the point of view that the chairman of any company is, or should be, to a large extent the trustee of the shareholders, so that, taken in conjunction with the arguments which I have just mentioned regarding managing directors, ordinary shareholders would be able to say that, whatever the chairman of the company, as an independent director who is not a managing director, decided in the interests of the company at large was fair payment—he being the trusted official of the shareholders—they would be entitled to believe his payments were correct and suitable. But if the chairman of the company, being himself a managing director, and therefore drawing special remuneration as managing director, was involved, he would no longer be in that unbiased position, and would no longer be the trustee of the shareholders. He himself would be in the rather dubious position of being an em- ployer and principal employé. It was on that account that the Committee upstairs decided to exclude chairmen who happened to be managing directors or managing directors who happened to be chairmen from the right of exemption. It was decided that if for any reasons it was found necessary to have a chairman who was also a managing director, then in that case the extent of his remuneration as managing director ought to be disclosed.

It is rather difficult, discussing the Clause as a whole, to arrive at a definite conclusion as to what one ought to do, because if one votes for one of the earlier Amendments one might find oneself in the position of voting for one of the subsequent Amendments, which is different from that which one wished to have. Personally I should have voted for the Amendment, in page 76, line 32, to leave out from the word "directors" to the word "as" in line 34, provided I was certain of getting the Amendment in line 38, at the end, to insert the words "Provided that," etc., without the Amendment which my hon. and learned Friend (Sir W. Greaves-Lord) had been endeavouring to persuade my hon. and learned Friend opposite to accept. If I believed that afterwards my hon. and learned Friend the Member for Cambridge (Mr. Withers) was going to accept the suggestion of my hon. and learned Friend, I should certainly vote against the whole of these Amendments and keep the Clause as it is. Tf I believed, on the other hand, that he was willing to accept the Amendment which he moved first, and the Amendment which he is moving last, then I think my vote would be in favour of both Amendments.

My feeling is that I should like to be guided by my right hon. Friend the President of the Board of Trade. Subject to what he says, I should be prepared to accept the Amendment.

As I am appealed to, I may say I have already indicated that I myself feel it right to go on with this Clause. I think you should disclose the ordinary fees in every case and disclose automatically in no case the salary of a salaried official, whatever you call him, who is paid a whole-time salary.

Before we proceed to a Division, without saying anything about the substance of the matter, I wish to call attention to a small drafting point. The proviso runs in this way:

"Provided that the foregoing provision shall not apply

(i) in the case of a company the ordinary business of which includes the lending of money, to a loan"

etc., and

"(ii) to a loan made by the company to any employe of the company if the loan does not exceed"

etc., and

"( c ) the total of the amount"

My attention was called to this, but I think it is only a printer's error. The hon. Member will see that in the first line of Clause 78, Sub-section (1), there are paragraphs ( a ) and ( b ). Then there is a proviso divided into two paragraphs (1) and (2) which applies to ( a ) and ( b ). Then there is a further paragraph ( c ). I think the matter would be made clear if the proviso is put a little to the right of the page in the next copy of the Bill.

Not having had the advantage of being in the Committee upstairs, I should like to ask a question in order that I may be satisfied on the point. If I understand this paragraph ( c ) of Clause 78, the intention is that the accounts which are to be laid shall show only the aggregate of the directors' fees, remuneration, and so on. If that is right, I should like, in passing, to draw attention to the distinction in the terms in Clause 79 where the words "showing as respects," etc., occur. If that is right, I do not see that it makes much difference what is included in the total as far as shareholders are concerned. We are concerned to see that the shareholders get the maximum amount of information that it is reasonably safe and prudent to give them. If the only information to be given under Clause 78 ( c ) is the total amount of the remuneration, fees and so forth of directors, the shareholders would feel very much in the dark as to what he may naturally want to know. I do not see in the Bill any method by which a shareholder is going to get the information to which I think he is reasonably entitled, that is, to know what A, B, and C directors, whether they are managing directors, ordinary directors or salaried directors, are getting. Under the provisions of Clause 79, when all the machinery has been put into operation which compels directors to give a certain amount of information, the only information so obtained is as to the total aggregate of fees. I do not see how by this Clause, or by Clause 79, a shareholder is going to get the information to which he is entitled. My sympathies in this matter are with those who desire a little less secrecy and a little more openness.

Amendment agreed to.

I beg to move; in page 76, line 38, at the end, to insert the words:

"Provided that this provision shall not apply in relation to a managing director of the company, and in the case of any other director who holds any salaried employment or office in the company there shall not be required to be included in the said total amount any sums paid to him except sums paid by way of directors' fees."

In moving this Amendment I have accepted a suggestion of the hon. and learned Member for Norwood (Sir W. Greaves-Lord) to leave out the words "who is not chairman of the company."

I beg to move, as an Amendment to the proposed Amendment, in line 2, after the first word "company," to insert the words "unless he is also chairman of the company."

Amendment to proposed Amendment not seconded.

I want to make it perfectly clear that as far as the Opposition are concerned the Clause as it is secures what we wanted. On the previous Amendment, moved by the hon. Member for Cambridge University (Mr. Withers), we wiped out the exemption given to managing directors. Now this Amendment seeks to take away what has already been secured by the previous Amendment, and, in the circumstances, we are bound to vote for the Clause as it stands.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 220; Noes, 108.

Division No. 342]

AYES.

[9.42 p.m.

Ainsworth, Lieut.-Col. Charles

Glyn, Major R. G. C.

Penny. Frederick Georgs

Alexander, E. E. (Leyton)

Goff, Sir Park

Perkins, Colonel E. K.

Allen, Sir J. Sandeman

Gower, Sir Robert

Peto, Sir Basil E. (Devon, Barnstaple)

Applin, Colonel R. V. K.

Grattan-Doyle, Sir N.

Peto, G. (Somerset, Frome)

Ashley, Lt.-Col. Rt. Hon. Wilfrid W.

Greene, W. P. Crawford

Pilditch, Sir Philip

Atkinson, C.

Grenfell, Edward C. (City of London)

Preston, William

Barnett, Major Sir Richard

Gretton, Colonel Rt. Hon. John

Price, Major C. W. M.

Beamish, Rear-Admiral T. P. H.

Griffith, F. Kingsley

Radford, E. A.

Benn, Sir A. S. (Plymouth, Drake)

Guest, Capt. Rt. Hon. F. E. (Bristol, N.)

Raine, Sir Walter

Berry, Sir George

Hamilton, Sir George

Ran-sden, E.

Betterton, Henry B.

Hannon, Patrick Joseph Henry

Rees, Sir Beddoe

Birchall, Major J. Dearman

Harrison, G. J. C.

Remer, J. R.

Bird, E. R. (Yorks, W. R., Skipton)

Hartington, Marquess of

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Bird, Sir R. B. (Wolverhampton, W.)

Harvey, G. (Lambeth, Kennington)

Rodd, Rt. Hon. Sir James Rennell

Bourne, Captain Robert Croft

Haslam, Henry C.

Russell, Alexander West (Tynemouth)

Bowater, Col. Sir T. Vansittart

Headlarn, Lieut.-Colonel C. M.

Rye, F. G.

Bowyer, Captain G. E. W

Henderson, Capt. R. R. (Oxf'd, Henley)

Salmon, Major I.

Braithwaite, Major A. N.

Henderson, Lieut.-Col. Sir Vivian

Samuel, A. M. (Surrey, Farnham)

Brass, Captain W.

Heneage, Lieut.-Colonel Arthur P.

Sandeman, N. Stewart

Brassey, Sir Leonard

Hennessy, Major Sir G. R. J.

Sanders, Sir Robert A.

Briant, Frank

Hills, Major John Waller

Sanderson, Sir Frank

Bridgernan, Rt. Hon. William Clive

Hilton, Cecil

Savery, S. S.

Brittain, Sir Harry

Holbrook, Sir Arthur Richard

Shaw, R. G. (Yorks, W. R., Sowerby)

Brocklebank, C. E. R.

Holt, Capt. H. P.

Sheffield, Sir Berkeley

Brown, Col. D. C. (N'th'l'd., Hexham)

Hope, Capt. A. O. J. (Warw'k, Nun.)

Shepperson, E. W.

Brown, Brig.-Gen. H. C. (Berks, Newb'y)

Hopkins, J. W. W.

Simms, Dr. John M. (Co. Down)

Brown, Ernest (Leith)

Hume-Williams, Sir W. Ellis

Slaney, Major P. Kenyon

Buchan, John

Hunter-Weston, Lt.-Gen. Sir Aylmer

Smith, Louis W. (Sheffield, Hallam)

Burman, J. B.

Hurd, Percy A.

Smith, R. W. (Aberd'n & Kinc'dine, C.)

Burton, Colonel H. W.

Hutchison, Sir Robert (Montrose)

Smith-Carington, Neville W.

Butler, Sir Geoffrey

Iliffe, Sir Edward M.

Smithers, Waldron

Butt, Sir Alfred

lveagh, Countess of

Somerville, A. A. (Windsor)

Cadogan, Major Hon. Edward

Jackson, Sir H. (Wandsworth, Cen'l)

Southby, Commander A. R. J.

Campbell, E. T.

James, Lieut.-Colonel Hon. Cuthbert

Spender-Clay, Colonel H.

Cassels, J. D.

Kennedy, A. R. (Preston).

Sprot, Sir Alexander

Cautley, Sir Henry S.

Klndersley, Major G. M.

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Cecil, Rt. Hon. Sir Evelyn (Aston)

King, Commodore Henry Douglas

Stanley, Hon. O. F. G. (Westm'eland)

Chamberlain, Rt. Hon. N. (Ladywood)

Kinloch-Cooke, Sir Clement

Steel, Major Samuel Strang

Charteris, Brigadier-General J.

Knox, Sir Alfred

Storry-Deans, R.

Cochrane, Commander Hon. A. D.

Lamb, J. O.

Strauss, E. A.

Cockerill, Brig.-General Sir George

Lane Fox, Col. Rt. Hon. George R.

Streatfeild, Captain S. R.

Colfox, Major Wm. Phillips

Lister, Cunliffe-, Rt. Hon. Sir Philip

Sugden, Sir Wilfrid

Cope, Major Sir William

Livingstone, A. M.

Templeton, W. P.

Couper, J. B.

Lloyd, Cyril E. (Dudley)

Thom, Lt-Col. J. G. (Dumbarton)

Cowan, D. M. (Scottish Universities)

Long, Major Eric

Thompson, Luke (Sunderland)

Cowan, Sir Wm. Henry (Islington, N.)

Looker, Herbert William

Thomson, Rt. Hon. Sir W. Mitchell-

Craig, Sir Ernest (Chester, Crewe)

Luce, Major-Gen. Sir Richard Harman

Tinne, J. A.

Crawfurd, H. E.

Lumley, L. R.

Titchfield, Major the Marquess of

Crooke, J. Smedley (Derltend)

Lynn. Sir Robert J.

Tomlinson, R. P.

Crookshank, Col. C. de W. (Berwick)

MacAndrew, Major Charles Glen

Tryon, Rt. Hon. George Clement

Crookshank, Cpt. H. (Lindsey, Gainsbro)

Macdonald, Capt. P. D. (I. of W.)

Waddington, R.

Cunliffe, Sir Herbert

McLean, Major A.

Wallace, Captain D. E.

Curzon, Captain Viscount

Macmillan, Captain H.

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

Davidson, Rt. Hon. J. (Hertford)

Macnaqhten, Hon. Sir Malcolm

Warrender, Sir Victor

Davies, Ellis (Denbigh, Denbigh)

MacRobert, Alexander M.

Watts, Sir Thomas

Davies, Maj. Geo. F. (Somerset, Yeov11)

Malone, Major P. B.

Wayland, Sir William A.

Dawson, Sir Philip

Margesson, Captain D.

Wells, S. R.

Dean, Arthur Wellesley

Marriott, Sir J. A. R.

White, Lieut.-Col. Sir G. Dalrymple

Drewe, C.

Mason, Colonel Glyn K.

Williams, C. P. (Denbigh, Wrexham)

Edmondson, Major A. J.

Merriman, Sir F. Boyd

Williams, Herbert G. (Reading)

Ellis, R. G.

Meyer, Sir Frank

Wilson, Sir Charles H. (Leeds, Central)

Erskine, Lord (Somerset, Weston-s-M.)

Mitchell, S. (Lanark. Lanark)

Wilson, R. R. (Stafford, Lichfield)

Evans, Captain A. (Cardiff, South)

Mitchell, W. Foot (Saffron Walden)

Windsor-Clive, Lieut-Colonel George

Everard, W. Lindsay

Mitchell, Sir W. Lane (Streatham)

Womersley, W. J.

Fairfax, Captain J. G.

Moles, Rt. Hon. Thomas

Wood, E. (Chester, Stalyb'ne & Hyde)

Falls, Sir Bertram G.

Monsell, Eyres, Com. Rt. Hon. B. M.

Wood, Rt. Hon. Sir Kingsley

Falls, Sir Charles F.

Moore, Lieut.-Colonel T. C. R. (Ayr)

Woodcock, Colonel H. C.

Fenby, T. D.

Morrison, H. (Wilts, Salisbury)

Wragg, Herbert

Fermoy, Lord

Nall, Colonel Sir Joseph

Yerburgh, Major Robert D. T

Fielden, E. B.

Newman, Sir R. H. S. D. L. (Exeter)

Young, Rt. Hon. Sir Hilton (Norwich)

Forrest, W.

Nicholson, O. (Westminster)

Foster, Sir Harry S.

Nuttall, Ellis

TELLERS FOR THE AYES.—

Galbraith, J. F. W.

O'Connor, T. J. (Bedford, Luton)

Mr. Withers and Sir W. Greaves-

Gates, Percy

Oman Sir Charles William C.

Lord.

Gilmour, Lt.-Col. Rt. Hon. Sir John

Owen, Major G.

NOES.

Adamson, Rt. Hon. W. (Fife, West)

Hayday, Arthur

Robinson, W. C. (Yorks, W. R., Elland)

Adamson, W. M. (Staff., Cannock)

Henderson, Rt. Hon. A. (Burnley)

Scurr, John

Alexander, A. V. (Sheffield, Hillsbro')

Henderson, T. (Glasgow)

Shaw, Rt. Hon. Thomas (Preston)

Ammon, Charles George

Hirst, G. H.

Shepherd, Arthur Lewis

Baker, J. (Wolverhampton, Bliston)

Hirst, W. (Bradford, South)

Shiels, Dr. Drummond

Baker, Walter

Hudson, J. H. (Huddersfield)

Short, Alfred (Wednesbury)

Barker, G. (Monmouth, Abertillery)

Jenkins, W. (Glamorgan, Neath)

Slesser, Sir Henry H.

Barnes, A.

John, William (Rhondda, West)

Smillie, Robert

Barr, J.

Jones, Morgan (Caerphilly)

Smith, Ben (Bermondsey, Rotherhithe)

Batey, Joseph

Jones, T. I. Mardy (Pontypridd)

Smith, H. B. Lees (Keighley)

Bondfield, Margaret

Kelly, W. T.

Smith, Rennie (Penistone)

Bowerman, Rt. Hon. Charles W.

Kennedy, T.

Snowden, Rt. Hon. Philip

Broad, F. A.

Kenworthy, Lt.-Com. Hon. Joseph M.

Stamford, T. W.

Bromfield, William

Kirkwood, D.

Stephen, Campbell

Bromley, J.

Lansbury, George

Stewart, J. (St. Rollox)

Brown. James (Ayr and Bute)

Lawrence, Susan

Sullivan, J.

Buxton, Rt. Hon. Noel

Lawson, John James

Sutton, J. E.

Cape, Thomas

Lee, F.

Thorne, W. (West Ham, Plaistow)

Charleton, H. C.

Lindley, F. W.

Tinker, John Joseph

Cluse, W. S.

Longbottom, A. W.

Townend, A. E.

Connolly, M.

Lowth, T.

Varley, Frank B.

Cove, W. G.

Lunn, William

Viant, S. P.

Day, Harry

MacDonald, Rt. Hon. J. R. (Aberavon)

Watson, W. M. (Dunfermline)

Duncan, C.

Mackinder, W.

Watts-Morgan, Lt.-Col. D. (Rhondda)

Dunnico, H.

Maclean, Neil (Glasgow, Govan)

Wellock, Wilfred

Garro-Jones, Captain G. M.

Malone, C. L'Estrange (N'thampton)

Welsh, J. C.

Gibbins, Joseph

Mitchell, E. Rosslyn (Paisley)

Westwood, J.

Gillett, George M.

Morrison, R. C. (Tottenham, N.)

Williams, A. M. (Cornwall, Northern)

Gosling, Harry

Murnin, H.

Williams, David (Swansea, E.)

Graham, D. M. (Lanark, Hamilton)

Naylor, T. E.

Williams, T. (York, Don Valley)

Greenall, T.

Oliver, George Harold

Wilson, C. H. (Sheffield, Attercliffe)

Greenwood, A. (Nelson and Colne)

Palin, John Henry

Wilson, R. J. (Jarrow)

Griffiths, T. (Monmouth, Pontypool)

Pethick-Lawrence, F. W.

Windsor, Walter

Groves, T.

Potts, John S.

Wright, W.

Grundy. T. W.

Purcell, A. A.

Hall, F. (York, W. R., Normanton)

Richardson. R. (Houghton-le-Spring)

TELLERS FOR THE NOES —

Hardie, George D.

Roberts, Rt. Hon. F. O. (W. Bromwich)

Mr. Charles Edwards and Mr.

Whiteley.

CLAUSE 79.—(Statement as to remuneration of directors to be furnished to shareholders.)

I beg to move, in page 77, line 4, at the beginning, to insert the words "Subject as hereinafter provided."

This Amendment is really introductory to a further Amendment which stands in my name—in page 77, line 31, after the word "that," to insert the words: the right to decide whether or not it will make that statement. As the Clause stands, the position is that any demand from 25 per cent. of the aggregate number of votes shall make it compulsory on the company to furnish the statement which is required under this Clause. Surely it is quite convenient that there should be an opportunity for a demand of that kind to be made, but it must be in the discretion of those who are mostly interested, namely, the 75 per cent., who need not be consulted as the Clause stands, to say whether such a demand should be complied with. The effect of my two Amendments would be to make the demand an effective demand unless the company, within one month of the receipt of the demand, decided that the demand was one which should not be acceded to. It seems to me that this preserves the right of the minority to make a demand, to get that demand discussed, to get a statement if it is in the interests of the company that it shall be furnished, and at the same time it preserves that right which is so dear to all democratic hearts, the right of the majority to say whether in fact they shall be coerced in the doing of a particular thing or not.

I think that this Amendment is a good deal simpler than the last, and that the proposal is a very reasonable and proper one. No one need be in very much doubt about it. In the first place this, of course, deals with the right of a company to require a complete disclosure of all salaries as well as all fees paid to directors. What is proposed is that if 25 per cent. of the shareholders ask for it they will get it, unless the company by a resolution decides that it is not in the interests of the company that it should be given. Actually, if the great majority of the companies are against what the minority is asking for, it would be an impossible thing to say that by law the view of the minority had to prevail against the view of the majority. On the other hand, I think it reasonable that you should not require a 51 per cent. requisition in the first instance. I think this is a very reasonable proposal to meet the case and I would invite the House to deal with it in that sense. If it is accepted the result will be that we shall accept this Amendment and such of the other Amendments which follow it as are necessary for carrying out the proposal. The Amendment in the name of the hon. Lady the Member for East Ham, North (Miss Lawrence) in page 77, line 17, after "by" to insert "each of the" is a proposal that not only should the aggregate be disclosed but also each individual salary. The Greene Committee reported emphatically against that proposal. They said that where the shareholders desired it, there should be an aggregate disclosure, but that it was not reasonable to disclose the salaries of individual officers. Therefore, I shall ask the House to reject that Amendment when we reach it.

10.0 p.m.

I do not wish to delay the House because we understood that we would come to this part of the Bill fairly early in the proceedings, but if the Government are going to make concessions of this kind they cannot expect us to acquiesce. In the first place, the change proposed is quite out of harmony with what we desire and what was expressed at the Committee. This Clause deals chiefly with the voting power arrangements, and voting power varies in different companies. Earlier, I tried to get an Amendment which would have equalised in some degree the voting power in regard to certain companies. This proposal means that in many cases where directors, by direct control, or by proxies, obtain 76 per cent. of the voting power—however that voting power may me arranged—they will be able to prevent people with a genuine grievance from obtaining information to which they are entitled. You may also get a company where the minority of 25 per cent. may be in respect of a holding of anything up to 1,000,000, and yet they will be unable to obtain the information which they quite properly seek. Obviously, we cannot accept the concession which the right hon. Gentleman is making to his hon. Friends the directors of companies. With regard to the Amendment in the name of the hon. Member for East Ham North (Miss Lawrence), the right hon. Gentleman the President of the Board of Trade says that the Greene Committee thought it very undesirable that salaries should be disclosed in each individual case, but, if the Committee decided that, it was not the view expressed by some very competent witnesses before them. Mr. Justice Eve, who has had as much experience of dealing with these Chancery matters as any authority in the country, was asked several questions on this point. He was asked whether he would extend the provisions of this Bill to managing directors, and he said he thought that ought to be done. Then he was asked:

"Is there any point in stating what any particular director receives?"

and he replied:

"Yes, I think there is; because, collectively, of course it may not seem so much if you have a large board of directors, but there are some persons who seem to make it a business of being directors of many companies and I should like to have some industrious person take one or two of these individuals and see what the or total incomes are from directorships."

If that is the view expressed by a Chancery Judge, it cannot be wrong for that view to be taken by the Opposition to-night. We must oppose the Government retreat from the position which they took up in Committee on this matter, and the further concession which they are now making to directors and to proxy voting.

I rise to say, without hesitation, that I shall vote against the proposal which is now made. As I understand the position it is intended by Clause 79 to give a minority, who are in opposition to the wishes of the directors, certain very limited rights with regard to knowledge of the amounts of salary, commission and fees obtained by the directors. It is clearly intended to give that right and that right has been very seriously qualified by being limited to the total amount of the remuneration. The minority are not to know what any individual on the board, whatever his character, is receiving. It is now solemnly proposed by my hon. and learned Friend the Member for Norwood (Sir W. Greaves-Lord), that, notwithstanding this limited right given to the minority shareholders, the board of a company may say, "We will not give you the information you want." According to the terms of the Amendment that right of the company to refuse information is not to be limited by any consideration as to the interests of the company.

Nothing of the sort. My hon. and learned Friend suggests the directors may do something against the interests of the company but that is not the proposal at all. It is a majority of the company which would have the right, and it is a majority of the company which would say that the information was not to be given—not the directors at all.

Perhaps in stating the matter comprehensively I may have stated it inaccurately. If the minority have to go through the process indicated in Clause 79, it may be taken that the directors are against their receiving the information without using that machinery. According to the Amendment the company is to 'be able to say, without rhyme or reason, that they will not give the information. The right hon. Gentleman suggests that they would act in the interests of the company, but there is not a word to that effect in the Amendment. There is no limitation on the power to refuse information, and in my view it is desirable that the information should be given wherever practicable.

I must associate myself with the last speaker in saying that if you read the Clause as it will stand with the Amendments, it will be seen that they are not a modification but a reversal of the intention of the Clause; and, for my part, although I agree that it is not necessary to split up the aggregate amount of directors' fees, it is clear that this Clause was meant to be a protection to a minority, and, therefore, I must support the Clause as it stands.

I do not think I can support the Amendment. Clause 78 has already, in my opinion, been weakened, and with regard to Clause 79, I do not think the position, when one is merely seeking information, is quite on all fours with the position when one is seeking to take some definite action. It is all very well to say that a majority shall be needed to take action, but when it comes to information, that is a different matter, and even a minority is entitled to information. I have in mind, as I am sure other hon. Members have, cases in which amalgamations have taken place, and one company has been taken over by another, but a minority have stood out, considering that the terms were not adequate, have refused to go into it, and have exercised their right to retain their shares. They would find themselves in this position, that, being in a minority, the three quarters or perhaps more may be held by the company that have taken them over in one block, and they would be in a perpetual state of inability to obtain information. It is quite conceivable that, under these circumstances, those who have obtained control of the company in that manner might worsen their position and eventually drive them to sacrifice their property at a loss by increasing the directors' remuneration and other fees, until they were glad to get out at any price. I do not say that that is likely to happen, but I give it as an example of what is possible and to enforce the argument that I do not think this House is justified in treating the question of merely obtaining information on the same basis as it does the question of permitting action to be taken.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 210; Noes, 123.

Division No. 343]

AYES.

[10.9 p.m.

Alexander, E. E. (Leyton)

Grotrian, H. Brent

Power, Sir John Cecil

Allen, Sir J. Sandeman

Hamilton, Sir George

Preston, William

Applin, Colonel R. V. K.

Hannon, Patrick Joseph Henry

Price, Major C. W. M.

Ashley, Lt.-Col. Rt. Hon. Wilfrid W.

Harrison, G. J. C.

Radford, E. A.

Astor, Maj. Hn. John J. (Kent, Dover)

Hartington. Marquess of

Raine, Sir Walter

Barnett, Major Sir Richard

Haslam, Henry C.

Ramsden, E.

Beamish, Rear-Admiral T. p. H.

Headlam, Lieut.-Colonel C. M.

Rees, Sir Beddoe

Berm, Sir A. S. (Plymouth, Drake)

Henderson, Capt. R. R. (Oxf'd, Henley)

Remer, J. R.

Bennett, A. J.

Henderson, Lieut.-Col. Sir Vivian

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Berry, Sir George

Heneage, Lieut.-Colonel Arthur P.

Rodd, Rt. Hon. Sir James Rennell

Betterton, Henry B.

Hennessy, Major Sir G. R. J.

Ruggles-Brise, Lieut.-Colonel E. A.

Birchall, Major J. Dearman

Hills, Major John Wailer

Russell, Alexander West (Tynemouth)

Bird, Sir R. B. (Wolverhampton, W.)

Hilton, Cecil

Rye, F. G.

Bourne, Captain Robert Croft

Holbrook, Sir Arthur

Richard Salmon, Major I.

Bowater, Col. Sir T. Vansittart

Holt, Captain H. P.

Samuel. A. M. (Surrey, Farnham)

Bowyer, Capt. G. E. W.

Hope, Capt. A. O. J. (Warw'k, Nun.)

Sandeman, N. Stewart

Braithwaite, Major A. N.

Hopkins, J. W. W.

Sanders, Sir Robert A.

Brass, Captain W.

Hopkinson. A. (Lancaster, Mossley)

Sanderson, Sir Frank

Brassey, Sir Leonard

Hume, Sir G. H.

Savery, S. S.

Bridgeman, Rt. Hon. William Clive

Hume-Williams, Sir W. Ellis

Shaw, R. G. (Yorks, W. R., Sowerby)

Brittain. Sir Harry

Hunter-Weston, Lt.-Gen. Sir Aylmer

Sheffield, Sir Berkeley

Brocklebank, C. E. R.

Hurd, Percy A.

Shepperson, E. W.

Brown, Col. D. C. (N'th'I'd, Hexham)

Iliffe, Sir Edward M.

Simms, Dr. John M. (Co. Down)

Buchan, John

Iveagh, Countess of

Slaney, Major P. Kenyon

Bullock, Captain M.

James, Lieut.-Colonel Hon. Cuthbert

Smith, Louis W. (Sheffield, Hallam)

Burman, J. B.

King, Commodore Henry Douglas

Smith, R. W.(Aberd'n & Kinedine, C.)

Burton, Colonel H. W.

Kinloch-Cooke, Sir Clement

Smith-Carington, Neville W.

Butler, Sir Geoffrey

Knox, Sir Alfred

Smithers, Waldron

Butt, Sir Allred

Lamb. J. Q.

Somerville, A. A. (Windsor)

Csdogan, Major Hon. Edward

Lane Fox, Col. Rt. Hon. George R.

Southby, Commander A. R. J.

Campbell, E. T.

Lister, Cunliffe-, Rt. Hon. Sir Philip

Spender-Clay, Colonel H.

Cassels, J. D.

Lloyd, Cyril E. (Dudley)

Sprot, Sir Alexander

Cautley, Sir Henry S.

Long, Major Eric

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Cecil, Rt. Hon. Sir Evelyn (Aston)

Luce, Maj.-Gen. Sir Richard Harman

Stanley, Lord (Fylde)

Chamberlain, Rt. Hon. N. (Ladywood)

Lumley. L. R.

Stanley, Hon. O. F. G. (Westm'eland)

Charteris, Brigadier-General j.

Lynn, Sir R. J.

Steel, Major Samuel Strang

Cochrane, Commander Hon. A. D.

MacAndrew, Major Charles Glen

Storry-Deans, R.

Cockerill, Brig.-General Sir George

Macdonald, Capt. P. D. (I. of W.)

Strcatfeild, Captain S. R.

Colfox, Major Wm. Phillips

Macdonald, R. (Glasgow, Cathcart)

Sueter, Rear-Admiral Murray Fraser

Cowan, Sir Wm. Henry (Islington, N)

McLean, Major A.

Sugden, Sir Wilfrid

Craig, Sir Ernest (Chester, Crewe)

Macmillan, Captain H.

Templeton, W. P.

Crooke, J. Smedley (Deritend)

Macnaghten, Hon. Sir Malcolm

Thom, Lt.-Col. J. G. (Dumbarton)

Crookshank, Col. C. de W. (Berwick)

MacRobert, Alexander M.

Thompson, Luke (Sunderland)

Crookshank, Col. H. (Lindsey, Gainsbro)

Maitland, A. (Kent, Faversham)

Thomson, Rt. Hon. Sir W. Mitchell.

Cunliffe, Sir Herbert

Malone, Major P. B.

Tinne, J. A.

Davidson, Rt. Hon. J. (Hertford)

Margesson, Captain D.

Titchfield, Major the Marquess of

Davies, Maj. Geo. F. (Somerset, Yeovii)

Marriott, Sir J. A. R.

Tryon, Rt. Hon. George Clement

Dawson, Sir Philip

Mason, Colonel Glyn K.

Waddington, P

Dean, Arthur Wellesley

Meller, R. J.

Wallace, Captain D. E.

Drewe, C.

Merriman, Sir F. Boyd

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

Edmondson, Major A. J.

Meyer, Sir Frank

Warrender, Sir Victor

Ellis, R. G.

Mitchell, S. (Lanark, Lanark)

Watts, Sir Thomas

Evans, Captain A. (Cardiff, South)

Mitchell, W. Foot (Saffron Walden)

Wayland, Sir William A.

Everard, W. Lindsay

Mitchell, Sir W. Lane (Streatham)

Wells, S. R.

Fairfax, Captain J. G.

Moles. Rt. Hon. Thomas

White, Lieut.-Col. Sir G. Dalrymple

Falle, Sir Bertram G.

Monsell, Eyres, Com. Rt. Hon. B. M.

Williams, A. M. (Cornwall, Northern)

Falls, Sir Charles F.

Moore, Lieut.-Colonel T. C- R. (Ayr)

Williams, Herbert G. (Reading)

Fermoy, Lord

Morrison, H. (Wilts, Salisbury)

Wilson, Sir C. H. (Leeds, Central)

Fielden, E. B.

Nall, Colonel Sir Joseph

Wilson, R. R. (Stafford, Lichfield)

Forrest, W.

Newman, Sir R. H. S. D. L. (Exeter)

Winby, Colonel L. P.

Foster, Sir Harry S.

Nicholson, O. (Westminster)

Windsor-Clive, Lieut.-Colonel George

Fremantle, Lieut.-Colonel Francis E.

Nuttall, Ellis

Withers, John James

Gates, Percy

O'Connor, T. J. (Bedford, Luton)

Womersley, W. J.

Gilmour, Lt.-Col. Rt. Hon. Sir John

Oman, Sir Charles William C.

Wood, E. (Chest'r, Stalyb'ge & Hyde)

Glyn, Majar R. G. C.

Ormsby-Gore, Rt. Hon. William

Wood, Rt. Hon. Sir Kingsley

Goff Sir Park

Penny. Frederick George

Wragg, Herbert

Gower, Sir Robert

Perkins, Colonel E. K.

Yerburgh, Major Robert D. T.

Grattan-Doyle, Sir N.

Pete, Sir Basil E. (Devon, Barnstaple)

Young, Rt. Hon. Sir Hilton (Norwich)

Greaves-Lord. S- Walter

Peto, G. (Somerset, Frome)

Greene, W. P. Crawford

Philipson, Mabel

TELLERS FOR THE AYES.—

Gretton, Colonel Rt. Hon. John

Pilditch, Sir Philip

Major Sir William Cope and

Captain Viscount Curzon.

NOES.

Adamson, Rt. Hon. W. (Fife, West)

Baker, Walter

Briant, Frank

Adamson, W. M. (Staff. Cannock)

Barker, G. (Monmouth, Abertillery)

Broad, F. A.

Albery, Irving James

Barnes, A.

Bromfield, William

Alexander, A. V. (Sheffield, Hillsbro')

Barr, J.

Bromley, J.

Ammon, Charles George

Batey, Joseph

Brown, Brig.-Gen. H. C. (Berks, Newby)

Atkinson, C.

Bondfield, Margaret

Brown, Ernest (Leith)

Baker, J. (Wolverhampton, Bilston)

Bowerman, Rt. Hon. Charles W.

Brown, James (Ayr and Bute)

Buxton, Rt. Hon. Noel

Jenkins, W. (Glamorgan, Neath)

Shepherd, Arthur Lewis

Cape, Thomas

John, William (Rhondda, West)

Shiels, Dr. Drummond

Charleton, H. C.

Jones, Morgan (Caerphilly)

Short, Alfred (Wednesbury)

Cluse, W. S.

Jones, T. I. Mardy (Pontypridd)

Slesser, Sir Henry H.

Connolly, M.

Kelly, W. T.

Smillie, Robert

Couper, J. B.

Kennedy, A. R. (Preston).

Smith, Rennie (Penistone)

Cove, W. G.

Kennedy, T.

Snowden, Rt. Hon. Philip

Cowan, D. M. (Scottish Universities)

Kenworthy, Lt.-Com. Hon. Joseph M.

Stamford, T. W.

Crawfurd, H. E.

Kirkwood, D.

Stephen, Campbell

Dalton, Hugh

Lansbury, George

Stewart, J. (St. Rollox)

Day, Harry

Lawrence, Susan

Strauss, E. A.

Duncan, C.

Lawson, John James

Sutton, J. E.

Dunnleo, H.

Lee, F.

Thorne, W. (West Ham, Plaistow)

Fenby, T. D.

Llndley, F. W.

Tinker, John Joseph

Garronlones, Captain G. M.

Longbottom, A. W.

Tomlinson, R. P.

Gibbins, Joseph

Lowth, T.

Townend, A. E.

Gillett, George M.

Lunn, William

Varley, Frank B.

Gosling, Harry

Mackinder, W.

Viant, S. P.

Graham, D. M. (Lanark, Hamilton)

Maclean, Nell (Glasgow, Govan)

Watson, W. M. (Dunfermline)

Graham, Rt. Hon. Wm. (Edin., Cent.)

Malone, C. L'Estrange (N'thampton)

Watts-Morgan, Lt.-Col. D. (Rhondda)

Greenall, T.

Mitchell, E. Rosslyn (Paisley)

Wellock, Wilfred

Greenwood, A. (Nelson and Coine)

Morrison, R. C. (Tottenham, N.)

Welsh, J. C.

Griffith, F. Kingsley

Murnin, H.

Westwood, J.

Griffiths, T. (Monmouth, Pontypool)

Naylor, T. E.

Whiteley, W.

Groves, T.

Oliver, George Harold

Williams, C. P. (Denbigh, Wrexham)

Grundy, T. W.

Owen, Major G.

Williams, David (Swansea, E.)

Hall, F. (York, W. R., Normanton)

Palln, John Henry

Williams, T. (York, Don Valley)

Hardie, George D.

PethIck-Lawrence, F. W.

Wilson, C. H. (Sheffield, Attercliffe)

Hayday, Arthur

Potts, John S.

Wilson, R. J. (Jarrow)

Henderson, Right Hon. A. (Burnley)

Purcell, A. A.

Windsor, Walter

Henderson, T. (Glasgow)

Richardson, R. (Houghton-le-Spring)

Woodcock, Colonel H. C.

Hirst, G. H.

Roberts, Rt. Hon. F. O. (W. Bromwich)

Wright, W.

Hirst, W. (Bradford, South)

Robinson, W. C. (Yorks, W. R., Elland)

Hudson, J. H. (Huddersfield)

Scurr, John

TELLERS FOR THE NOES.—

Hutchison, Sir Robert (Montrose)

Shaw, Rt. Hon. Thomas (Preston)

Mr. Charles Edwards and Mr. B.

Smith.

I beg to move, in page 77, line 8, after the word "entitled," to insert the words

"or, if required by a resolution of the company so to do."

I do not think that it is any use during the rest of this Clause going on dividing simply to take up time, but I want to enter an emphatic protest, on behalf of my hon. Friends, at the way in which this Clause is being seriously weakened. While we do not want to take the House through three or four separate Divisions on this Clause, we wish to enter our emphatic protest against the action that is being taken.

Amendment negatived.

I beg to move, in page 77; line 17, after the word "by," to insert the words "each of the."

I do not think that the Clause is of the slightest value now that the Government have abandoned the report of the Greene Committee and have introduced an Amendment which makes the whole thing entirely illusory. As the Government have run away from the Greene Committee in one direction, I am proposing that they should strengthen the recommendations of the Greene Committee in another direction, and at least give the shareholders the right to demand a disclosure of every director's fees.

I beg to second the Amendment.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 104; Noes, 229.

Division No. 344]

AYES.

[10.22 p.m.

Adamson, Rt. Hon. W. (Fife, West)

Bowerman, Rt. Hon. Charles W.

Cove, W. G.

Adamson, W. M. (Staff., Cannock)

Broad, F. A.

Day, Harry

Alexander, A. V. (Sheffield, Hillsbro')

Bromfield, William

Dunnico, H.

Ammon, Charles George

Bromley, J.

Edwards, C. (Monmouth, Bedwelity)

Baker, J. (Wolverhampton, Bilston)

Brown, Ernest (Leith)

Garro-Jones, Captain G. M.

Baker, Walter

Brown, James (Ayr and Bute)

Gibbins, Joseph

Barker, G. (Monmouth, Abertillery)

Buxton, Rt. Hon. Noel

Gillett, George M.

Barnes, A.

Cape, Thomas

Gosling, Harry

Barr, J.

Charleton, H. C.

Graham, D. M. (Lanark, Hamilton)

Batey, Joseph

Cluse, W. S.

Greenall, T.

Bondfield, M argaret

Connolly, M.

Greenwood, A. (Nelson and Comae)

Griffith, F. Kingsley

Lowth, T.

Snowden, Rt. Hon. Philip

Groves, T.

Lunn, William

Stamford, T. W.

Grundy, T. W.

Mackinder, W.

Stephen, Campbell

Hall, F. (York, W. R., Normanton)

Maclean, Nell (Glasgow, Govan)

Stewart, J. (St. Rollox)

Hardie, George D.

Malone, C. L'Estrange (N'thampton)

Sutton, J. E.

Heyday, Arthur

Mitchell, E. Rosslyn (Paisley)

Thorne, W. (West Ham, Plaistow)

Henderson, Rt. Hon. A. (Burnley)

Morrison, R. C. (Tottenham, N.)

Tinker, John Joseph

Henderson, T. (Glasgow)

Murnin, H.

Townend, A. E.

Hirst, G. H.

Naylor, T. E.

Varley, Frank B

Hirst, W. (Bradford, South)

Oliver, George Harold

Viant, S. P.

Hudson, J. H. (Huddersfield)

Palin, John Henry

Watson, W. M. (Dunfermline)

Jenkins, W. (Glamorgan, Heath)

Pethick-Lawrence, F. W.

Watts-Morgan, Lt.-Col. D. (Rhondda)

John, William (Rhondda, West)

Potts, John S.

Weliock, Wilfred

Jones, Morgan (Caerphilly)

Purcell, A. A.

Welsh, J. C.

Jones, T. I. Mardy (Pontypridd)

Richardson, R. (Houghton-le-Spring)

Westwood, J.

Kelly, W. T.

Roberts, Rt. Hon. F. O. (W. Bromwich)

Williams, David (Swansea, East)

Kennedy, T.

Robinson, W. C. (Yorks, W. R., Elland)

Williams, T. (York, Don Valley)

Kenworthy, Lt.-Com. Hon. Joseph M.

Scurr, John

Wilson, C. H. (Sheffield, Attercliffe)

Kirkwood, D.

Shaw, Rt. Hon. Thomas (Preston)

Wilson, R. J. (Jarrow)

Lansbury, George

Shepherd, Arthur Lewis

Windsor, Walter

Lawrence, Susan

Shiels, Dr. Drummond

Wright, W.

Lawson, John James

Short, Alfred (Wednesbury)

Lee, F.

Sitch, Charles H.

TELLERS FOR THE AYES.

Lindley, F. W.

Smillle, Robert

Mr. B. Smith and Mr. Whiteley.

Longbottom, A. W.

Smith, Rennie (Penistone)

NOES.

Albery, Irving James

Dawson, Sir Philip

Knox, Sir Alfred

Alexander, E. E. (Leyton)

Dean, Arthur Wellesley

Lamb, J. O.

Allen, Sir J.

Sandeman Drewe, C.

Lane Fox, Col. Rt. Hon. George R.

Applin, Colonel R. V. K.

Edmondson, Major A. J.

Lister, Cunliffe-, Rt. Hon. Sir Philip

Ashley, Lt.-Col. Rt. Hon. Wilfrid W.

Ellis, R. G.

Lloyd, Cyril E. (Dudley)

Astor, Maj. Hn. John J. (Kent, Dover)

Evans, Captain A. (Cardiff, South)

Long, Major Eric

Atkinson, C.

Everard, W. Lindsay

Luce, Maj.-Gen. Sir Richard Harman

Beamish, Rear-Admiral T. P. H.

Fairfax, Captain J. G.

Lumley, L. R.

Benn, Sir A. S. (Plymouth, Drake)

Falle, Sir Bertram G.

Lynn, Sir R. J.

Bennett, A. J.

Falls, Sir Charles F.

MacAndrew, Major Charles Glen

Berry, Sir George

Fenby, T. D.

Macdonald, Capt. P. D. (1. of W.)

Betterton, Henry B.

Fermoy, Lord

Macdonald, R. (Glasgow, Cathcart)

Birchall, Major J. Dearman

Heiden, E. B.

McLean, Major A.

Bird, Sir R. B. (Wolverhampton, W.)

Finburgh, S.

Macmillan, Captain H.

Bourne, Captain Robert Croft

Forrest, W.

Macnaghten, Hon. Sir Malcolm

Bowater, Col. Sir T. Vansittart

Fester, Sir Harry S.

MacRobert, Alexander M.

Bowyer, Captain G. E. W.

Fremantle, Lieut.-Colonel Francis E.

Maitland, A. (Kent, Faversham)

Braithwaite, Major A. N.

Galbraith, J. F. W.

Malone, Major P. B.

Brass, Captain W.

Gates, Percy.

Marriott, Sir J. A. R.

Brassey, Sir Leonard

Gilmour, Colonel Rt. Hon. Sir John

Mason, Colonel Glyn K.

Briant, Frank

Glyn, Major R. G. C.

Meller, R. J.

Bridgeman, Rt. Hon. William Clive

Goff, Sir Park

Merriman, Sir F. Boyd

Briscoe, Richard George

Gower, Sir Robert

Meyer, Sir Frank

Brittain, Sir Harry

Grattan-Doyle, Sir N.

Milne. J. S. Wardlaw-

Brocklebank, C. E. R.

Greaves-Lord. Sir Walter

Mitchell, S. (Lanark, Lanark)

Brooke, Brigadier-General C. R. I.

Greene, W. P. Crawford

Mitchell, W. Foot (Saffron Walden)

Brown, Cot. D. C. (N'th'l'd., Hexham)

Grenfell, Edward C. (City of London)

Mitchell, Sir W. Lane (Streatham)

Brown, Brig.-Gen. H. C. (Berks, Newb'Y)

Gretton, Colonel Rt. Hon. John

Moles, Rt. Hon. Thomas

Buchan, John

Grotrlan, H. Brent

Monsell, Eyres, Com. Rt. Hon. B. M.

Bullock, Captain M.

Guest, Capt. Rt. Hon. F. E. (Bristol, N.)

Moore, Lieut.-Colonel T. C. R. (Ayr)

Burman, J. B.

Guinness. Rt. Hon. Walter E.

Morrison, H. (Wilts, Salisbury)

Butler, Sir Geoffrey

Hamilton, Sir George

Nall, Colonel Sir Joseph

Butt, Sir Alfred

Hannon, Patrick Joseph Henry

Newman, Sir R. H. S. D. L. (Exeter)

Cadogan, Major Hon. Edward

Harrison, G. J. C.

Nicholson, O. (Westminster)

Campbell, E. T.

Hartington, Marquess of

Nuttall, Ellis

Cassels, J. D.

Harvey, G. (Lambeth, Kennington)

O'Connor, T. J. (Bedford, Luton)

Calitley, Sir Henry S.

Haslam, Henry C.

Ormsby-Gore, Rt. Hon. William

Cecil, Rt. Hon. Sir Evelyn (Aston)

Headlam, Lieut.-Colonel C. M.

Owen, Major G.

Cecil, Rt. Hon. Lord H. (Ox. Univ.)

Henderson, Lieut.-Col. Sir Vivian

Penny, Frederick George

Chamberlain, Rt. Hon. N. (Ladywood)

Heneage, Lieut.-Colonel Arthur P.

Perkins, Colonel E. K.

Charteris, Brigadler-General J.

Hennessy, Major Sir G. R. J.

Peto, Sir Basil E. (Devon, Barnstaple)

Cochrane, Commander Hon. A. D.

Hilton, Cecil

Peto, G. (Somerset, Frome)

Cockerill, Brig.-General Sir George

Holbrook, Sir Arthur Richard

Philipson, Mabel

Colfox, Major William Phillips

Holt, Capt. H. P.

Pilditch, Sir Philip

Cope, Major Sir William

Hope, Capt. A. O. J. (Warw'k, Nun.)

Power, Sir John Cecil

Couper, J. B.

Hopkins, J. W. W.

Preston, William

Cowan, D. M. (Scottish Universities)

Hume, Sir G. H.

Price, Major C. W. M.

Cowan, Sir Wm. Henry (Islingtn. N.)

Hume-Williams, Sir W. Ellis

Radford, E. A.

Craig, Sir Ernest (Chester, Crewe)

Hunter-Weston, Lt.-Gen. Sir Aylmer

Ralne, Sir Waiter

Crawford, H. E.

Hurd, Percy A.

Ransden, E.

Crooke, J. Smedley (Deritend)

Hutchison, Sir Robert (Montrose)

Rees, Sir Beddoe

Crookshank, Col. C. de W. (Berwick)

Iveagh, Countess of

Rentoul, G. S.

Crookshank, Cpt. H. (Lindsey, Gainsbro)

James, Lieut.-Colonel Hon. Cuthbert

Rhys, Hon. C. A. U.

Cunliffe, Sir Herbert

Kennedy, A. R. (Preston)

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Davidson, Rt. Hon. J. (Hertford)

King, Commodore Henry Douglas

Rodd, Rt. Hon. Sir James Rennell

Davies, Mal. Geo. F.(Somerset, Yeovil)

Kinloch, Cooke, Sir Clement

Ruggles-Brise, Lieut.-Colonel E. A.

Russell, Alexander West (Tynemouth)

Stanley, Lord (Fylde)

White, Lieut.-Col. Sir G. Dalrymple

Rye, F. G.

Stanley, Hon. O. F. G. (Westm'eland)

Williams, A. M. (Cornwall, Northern)

Salmon, Major I.

Steel, Major Samuel Strang

Williams, C. P. (Denbigh, Wrexham)

Samuel, A. M. (Surrey, Farnham)

Storry-Deans, R.

Williams, Herbert G. (Reading)

Sandeman, N. Stewart

Strauss, E. A.

Wilson, Sir C. H. (Leeds, Central)

Sanders, Sir Robert A.

Streatfeild, Captain S. R

Wilson, R. R. (Stafford, Lichfield)

Sanderson, Sir Frank

Sueter, Rear-Admiral Murray Fraser

Winby, Colonel L. P.

Sassoon, Sir Philip Albert Gustave D.

Sugden, Sir Wilfrid

Windsor-Clive, Lieut.-Colonel George

Savery, S. S.

Templeton, W. P.

Withers, John James

Shaw, R. G (Yorks, W. R., Sowerby)

Thom, Lt.-Col. J. G. (Dumbarton)

Womersley, W. J.

Sheffield, Sir Berkeley

Thompson, Luke (Sunderland)

Wood, E.(Chest'r. Stalyb'dge & Hyde)

Shepperson, E. W.

Thomson, Rt. Hon. Sir W. Mitchell-

Wood, Rt. Hon. Sir Kingsley

Simms, Dr. John M, (Co. Down)

Titchfield, Major the Marquess of

Woodcock, Colonel H. C.

Slaney, Major P. Kenyon

Tomlinson, R. P.

Worthington-Evans, Rt. Hon. Sir L.

Smith, Louis W. (Sheffield, Hallam)

Tryon, Rt. Hon. George Clement

Wragg, Herbert

Smith, R. W. (Aberd'n & Kinc'dine, C.)

Waddington, R.

Yerburgh, Major Robert D. T.

Smith-Carington, Neville W.

Wallace, Captain D. E.

Young, Rt. Hon. Sir Hilton (Norwich)

Smithers, Waldron

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

Southby, Commander A. R. J.

Warrender, Sir Victor

TELLERS FOR THE NOES.—

Spender-Clay, Colonel H.

Watts, Sir Thomas

Captain Viscount Curzon and

Sprot, Sir Alexander

Wayland, Sir William A.

Captain Margesson.

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Wells, S. R.

Further Amendment made:

In page 77, line 31, after the word "that," insert the words:

"( a ) a demand for a statement under this Section shall be of no effect if the company within one month after the date on which the demand is made resolve that the statement shall not be furnished; and

( b )."—[ Sir W. Greaves-Lord. ]

CLAUSE 80.—(Disclosure of payments received by directors for loss of office or on retirement.)

I beg to move to leave out the Clause.

This Amendment is a purely drafting Amendment. We have put in a new Clause in place of Clause 80.

Amendment agreed to.

CLAUSE 82.—(Provisions as to undischarged bankrupts acting as directors.)

I beg to move, in page 79, line 17, at the end, to insert the words:

"Provided that a person shall not be guilty of an offence under this Section by reason that he, being an undischarged bankrupt, has acted as director of, or taken part or been concerned in the management of, a company, if he was at the passing of this Act acting as director of, or taking part, or being concerned in the management of that company and has continuously so acted, taken part, or been concerned since the passing of this Act and the bankruptcy was prior to the passing of this Act."

This is a small Amendment to prevent possible retrospective injustice to those who have been carrying on as directors before the passing of the Act, although they may have become bankrupt previously. I understand that the Government will accept it.

If there is one thing upon which the Greene Report was more emphatic than another, it was that an undischarged bankrupt should take no part in conducting the affairs of a company. The Committee say:

Let the House remember how often, both in these Debates and upstairs, we have heard the Minister say, "What you urge is very plausible; but remember who the Greene Committee were, remember that they had all the evidence before them, consider their distinguished names. It is no use quoting to me this or that scrap of evidence; we must take the opinion of these eminent persons on this difficult matter." How often has that argument been used by the Government? And now, at the last moment, we are weakening their recommendation, and allowing undischarged bankrupts to take part in the management of companies, and we are doing so without any argument having been urged, but simply on a Member getting up and saying, "I move, and I understand the Government will accept"—

A private assurance has been given, though there was no hint of it in all the discussions in Committee, that this Amendment will be accepted, against the recommendation of the Greene Committee. I ask the House to remember how often the Minister has called this Committee to witness[ Interruption ]—saying that they have heard all the evidence, and they are better judges than Members of Parliament; and now, behind the doors, a secret arrangement is made to allow an undischarged bankrupt to take part in the management of a company. I say that this makes our proceedings a farce. At the last moment the Greene Committee has ban thrown over, after having been thrown over already on the preceding Clause. It seems hardly worth while continuing to take part in Debates of this kind.

The hon. Lady waxes indignant about a very small point. She says the House is being invited to throw overboard the representations of the Greene Committee. It is nothing of the sort. All the Amendment does is to say that if a person at the time of the passing of the Act is acting as a director, although he is an undischarged bankrupt—a very exceptional case—he shall not be prejudiced by the passing of the Act, but that for the future the whole force of the Act will operate. I have very often heard hon. Members opposite say how extraordinarily wrong retrospective legislation is. If we say people who are acting as directors to-day, though they may have been adjudicated bankrupt 20 or 30 years ago, and have not got their discharge, though they could have got it long ago, are to be precluded from acting as directors, that would be doing exactly what the hon. Lady and her colleagues have said is wrong. That is all the proviso does. It is a very small point, and we should be doing what on the whole is the just and fair thing, and according to precedent, if we accept the suggestion the hon. Member has put forward. It is perfectly reasonable for the hon. Gentleman to bring it forward, and, if the House will consider it in that light, it will probably accept it.

There is no reason why the hon. Member should not bring any proposal forward if he thinks it right, and I have no complaint on that source. My hon. Friend's complaint really is that, after he has been holding up the Greene Committee throughout the discussions on the Bill, ever since last February, as being the law of the Medes and Persians on this very important question, he is throwing overboard, as it seems to me, the whole spirit of the Greene Committee's recommendation. Let me read it:

"We recommend that no undischarged bankrupt should be permitted to be a director of or in any way directly or indirectly be concerned or take part in the management of any company without the leave of the Bankruptcy Court by whom the adjudication was made, and any breach of this provision should be made punishable by imprisonment."

There is no qualification as to whether the person is acting now as director of a company or not. If it is to meet the special kind of case the right hon. Gentleman referred to, there is no reason why any person who is entitled to be discharged from bankruptcy should not apply for discharge so that he can act. But there is something more, it seems to me, behind this Amendment than the bare statement made by the hon. Member, who did not make much of a statement, or the right hon. Gentleman's reply.

I appreciate that. I do not want to quarrel with the hon. Member over that. But it seems to me there is far more in it than would appear from what the hon. Gentleman has said. It opens a loophole for people who have been adjudicated bankrupt and have not been discharged to act as directors. That is contrary to the recommendation of the Greene Committee and it ought not to be included in the Bill.

I am sorry the President of the Board of Trade has accepted the Amendment. I cannot think that it is in accordance with the real feelings of the majority of the House that an Amendment of this type should be accepted, to give power to an undischarged bankrupt to act in a business capacity as a director when you refuse by law to give him such power as an individual. I certainly am sorry, as a Member sitting on this side of the House, that the President of the Board of Trade has thought fit to give to an Amendment of this character his support because we ought to try in our commercial law to have purity among those who administer the law. We cannot say that an undischarged bankrupt—

The hon. Member is labouring under a misapprehension. This Amendment, if accepted, will not allow anybody to do what he is not doing now. It will not allow anybody to make one new directorship of any kind; otherwise I should not have moved it.

I quite see the point of the hon. Member, and I recognise it completely. You are giving to this particular individual the right to continue to do something in a corporate capacity which, as an individual, you say by the law he has no right to do.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 208; Noes, 119.

Division No. 345.]

AYES.

[10.43 p.m.

Alexander, E. E. (Leyton)

Drewe, C.

Lister, Cunliffe, Rt. Hon. Sir Philip

Allen, Sir J. Sandeman

Edmondson, Major A. J.

Lloyd, Cyril E. (Dudley)

Ashley, Lt.-Col. Rt. Hon. Wilfrid W.

Ellis, R. G.

Long, Major Eric

Astor, Maj. Hn. John J. (Kent, Dover)

Erskine Lord (Somerset, Weston-s.-M.)

Luce, Major-Gen. Sir Richard Harman

Barnett, Major Sir Richard

Everard, W. Lindsay

Lumley, L. R.

Beamish, Rear-Admiral T. P. H.

Fairfax, Captain J. G.

Lynn, Sir R. J.

Benn, Sir A. S. (Plymouth, Drake)

Falle, Sir Bertram G.

MacAndrew, Major Charles Glen

Bennett, A. J.

Falls, Sir Charles F.

Macdonald, R. (Glasgow, Cathcart)

Berry, Sir George

Fenby, T. D.

McLean, Major A.

Betterton, Henry B.

Fermoy, Lord

MacRobert, Alexander M.

Birchall, Major J. Dearman

Fielden, E. B.

Maitland, A. (Kent, Faversham)

Bird, Sir R. B. (Wolverhampton, W.)

Finburgh, S.

Malone, Major P. B.

Bourne, Captain Robert Croft

Forrest, W.

Marriott, Sir J. A. R.

Bowater, Col. Sir T. Vansittart

Fraser, Captain Ian

Mason, Colonel Glyn K.

Bowyer, Captain G. E. W.

Fremantle, Lieut.-Colonel Francis E.

Meller, R. J.

Braithwaite, Major A. N.

Gates, Percy

Merriman, Sir F. Boyd

Brass, Captain W.

Gault, Lieut.-Col. Andrew Hamilton

Meyer, Sir Frank

Briant, Frank

Gilmour, Lt.-Col. Rt. Hon. Sir John

Milne, J. S. Wardlaw-

Bridgeman, Rt. Hon. William Clive

Goff, Sir Park

Mitchell, W. Foot (Saffron Walden)

Briscoe, Richard George

Gower, Sir Robert

Mitchell, Sir W. Lane (Streatham)

Brittain, Sir Harry

Grattan-Doyle, Sir N.

Moles, Rt. Hon. Thomas

Brocklebank, C. E. R.

Greaves-Lord, Sir Walter

Moore, Lieut.-Colonel T. C. R. (Ayr)

Brooke, Brigadier-General C. R. I.

Greene, W. P. Crawford

Moore, Sir Newton J.

Brown, Col. D. C. (N'th'l'd., Hexham)

Griffith, F. Kingsley

Morrison, H. (Wilts, Salisbury)

Brown, Ernest (Leith)

Grotrian, H. Brent

Nall, Colonel Sir Joseph

Buchan, John

Guest, Capt. Rt. Hon. F. E. (Bristol, N.)

Newman, Sir R. H. S. D. L. (Exeter)

Bullock, Captain M.

Guinness, Rt. Han. Walter E.

Nuttall, Ellis

Burman, J. B.

Gunston, Captain D. W.

O'Connor, T. J. (Bedford, Luton)

Butler, Sir Geoffrey

Hamilton, Sir George

Oman, Sir Charles William C.

Butt, Sir Alfred

Hannon, Patrick Joseph Henry

Owen, Major G.

Cadogan, Major Hon. Edward

Harrison, G. J. C.

Penny, Frederick George

Campbell, E. T.

Hartington, Marquess of

Perkins, Colonel E. K.

Carver, Major W. H.

Harvey, G. (Lambeth, Kennington)

Peto, Sir Basil E. (Devon, Barnstaple)

Cassels, J. D.

Haslam, Henry C.

Peto, G. (Somerset, Frome)

Cautley, Sir Henry S.

Headlam, Lieut.-Colonel C. M.

Philipson, Mabel

Cecil, Rt. Hon. Sir Evelyn (Aston)

Henderson, Capt. R. R.(Oxf'd, Henley)

Pilditch, Sir Philip

Cecil, Rt. Hon. Lord H. (Ox. Univ.)

Henderson, Lieut.-Col. Sir Vivian

Power, Sir John Cecil

Chamberlain, Rt. Hon. N. (Ladywood)

Hennessy, Major Sir G. R. J.

Preston, William

Charter's, Brigadier-General J.

Hills, Major John Waller

Price, Major C. W. M.

Cochrane, Commander Hon. A. D.

Hilton, Cecil

Raine, Sir Walter

Cockerill, Brig.-General Sir George

Holbrook, Sir Arthur Richard

Ramsden, E.

Colfox, Major Wm. Phillips

Holt, Captain H. P.

Rees, Sir Beddoe

Cope, Major Sir William

Hope, Capt. A. O. J. (Warw'k, Nun.)

Ramer, J. R.

Cowan, Sir Wm. Henry (Islington, N.)

Hopkins, J. W. W.

Rantoul, G. S.

Craig, Sir Ernest (Chester, Crewe)

Hopkinson, A. (Lancaster, Mossley)

Rhys, Hon. C. A. U.

Crawfurd, H. E.

Hudson, Capt. A. U. M. (Hackney, N.)

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Crooke, J. Smedley (Deritend)

Hume, Sir G. H.

Rodd, Rt. Hon. Sir James Rennell

Crookshank, Col. C. de W. (Berwick)

Hunter-Weston, Lt.-Gen. Sir Aylmer

Ropner, Major L.

Crookshank, Cpt. H.(Lindsey, Gainsbro)

Hutchison, Sir Robert (Montrose)

Ruggles-Brise, Lieut.-Colonel E. A.

Curzon, Captain Viscount

James, Lieut.-Colonel Hon. Cuthbert

Russell, Alexander West (Tynemouth)

Davidson, Rt. Hon. J. (Hertford)

King, Commodore Henry Douglas

Rye, F. G.

Davies, Maj. Geo. F. (Somerset, Yeovil)

Kinloch-Cooke, Sir Clement

Salmon, Major I.

Dawson, Sir Philip

Lamb, J. Q.

Samuel, A. M. (Surrey, Farnham)

Dean, Arthur Wellesley

Lane Fox, Col. Rt. Hon. George R.

Sandeman, N. Stewart

Sanders, Sir Robert A.

Strauss, E. A.

Williams, Com. C. (Devon, Torquay)

Sanderson, Sir Frank

Streatfeild, Captain S. R.

Williams, C. P. (Denbigh, Wrexham)

Sassoon, Sir Philip Albert Gustave D.

Sueter, Rear-Admiral Murray Fraser

Williams, Herbert G. (Reading)

Savery, S. S.

Sugden, Sir Wilfrid

Wilson, Sir C. H. (Leeds, Central)

Sheffield, Sir Berkeley

Templeton, W. P.

Wilson, R. R. (Stafford, Lichfield)

Shepperson, E. W.

Thom, Lt.-Col. J. G. (Dumbarton)

Winby, Colonel L. P.

Simms, Dr. John M. (Co. Down)

Thompson, Luke (Sunderland)

Windsor-Cilve, Lieut.-Colonel George

Slaney, Major P. Kenyon

Thomson, Rt. Hon. Sir W. Mitchell-

Womersley, W. J.

Smith, Louis W. (Sheffield, Hallam)

Tinne, J. A.

Wood, Rt. Hon. Sir Kingsley

Smith, R. W. (Aberd'n & Kinc'dine, C.)

Titchfield, Major the Marquess of

Worthington-Evans, Rt. Hon. Sir L.

Smith-Carington, Neville W.

Tomlinson, R. P.

Wragg, Herbert

Smithers, Waldron

Tryon, Rt. Hon. George Clement

Yerburgh, Major Robert D. T.

Spender-Clay, Colonel H.

Wallace, Captain D. E.

Young, Rt. Hon. Sir Hilton (Norwich)

Sprot, Sir Alexander

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Watts, Sir Thomas

TELLERS FOR THE AYES.—

Stanley, Lord (Fylde)

Wayland, Sir William A.

Captain Margesson and Sir Victor

Stanley, Hon. O. F. G. (Westm'eland)

Wells, S. R.

Warrender.

Steel, Major Samuel Strang

Williams, A. M. (Cornwall, Northern)

NOES.

Adamson, Rt. Hon. W. (Fife, West)

Hall, G. H. (Merthyr Tydvil)

Robinson, W. C. (Yorks, W. R., Elland)

Adamson W. M. (Staff., Cannock)

Hardie, George D.

Saklatvala, Shapurji

Alexander, A. V. (Sheffield, Hillsbro')

Hayday, Arthur

Scurr, John

Ammon, Charles George

Henderson, Rt. Hon. A. (Burnley)

Sexton, James

Applin, Colonel R. V. K.

Henderson, T. (Glasgow)

Shaw, Rt. Hon. Thomas (Preston)

Atkinson, C.

Heneage, Lieut.-Col. Arthur P.

Shepherd, Arthur Lewis

Baker, J. (Wolverhampton, Bilston)

Hirst, G. H.

Shiels, Dr. Drummond

Baker, Walter

Hirst, W. (Bradford, South)

Short, Alfred (Wednesbury)

Barnes, A.

Hudson, J. H. (Huddersfield)

Sitch, Charles H.

Barr, J.

Jenkins, W. (Glamorgan, Neath)

Smillie, Robert

Batey, Joseph

John, William (Rhondda, West)

Smith, Ben (Bermondsey, Rotherhithe)

Bowerman, Rt. Hon. Charles W.

Jones, Morgan (Caerphilly)

Smith, Rennie (Penistone)

Broad, F. A.

Jones, T. I. Mardy (Pontypridd)

Snowden, Rt. Hon. Philip

Bromfield, William

Kelly, W. T.

Stamford, T. W.

Bromley, J.

Kennedy, A. R. (Preston).

Stephen, Campbell

Brown, Brig.-Gen. H. C. (Berks, Newb'y)

Kennedy, T.

Stewart, J. (St. Rollox)

Brown, James (Ayr and Bute)

Kenworthy, Lt.-Com. Hon. Joseph M.

Sutton, J. E.

Burton, Colonel H. W.

Kirkwood, D.

Thorne, W. (West Ham, Plaistow)

Buxton, Rt. Hon. Noel

Knox, Sir Alfred

Tinker, John Joseph

Cape, Thomas

Lansbury, George

Townend, A. E

Charleton, H. C.

Lawrence, Susan

Varley, Frank B.

Cluse, W. S.

Lawson, John James

Viant, S. P.

Connolly, M.

Lee, F.

Waddington, R.

Couper, J. B.

Lindley, F. W.

Watson, W. M. (Dumfermline)

Cove, W. G.

Longbottom, A. W.

Watts-Morgan, Lt.-Col. D. (Rhondda)

Cowan, D. M. (Scottish Universities)

Lowth, T.

Wellock, Wilfred

Dalton, Hugh

Lunn, William

Welsh, J. C.

Day, Harry

Mackinder, W.

Westwood, J.

Duncan, C.

Maclean, Nell (Glasgow, Govan)

Williams, David (Swansea, East)

Dunnico, H.

Macnaghten, Hon. Sir Malcolm

Williams, T. (York, Don Valley)

Garro-Jones, Captain G. M.

Malone, C. L'Estrange (N'thampton)

Wilson, C. H. (Sheffield, Attercilffe)

Gibbins, Joseph

Morrison, R. C. (Tottenham, N.)

Wilson, R. J. (Jarrow)

Gillett, George M.

Murnin, H.

Windsor, Walter

Gosling, Harry

Naylor, T. E.

Windsor-Clive, Lieut.-Colonel George

Graham, D. M. (Lanark, Hamilton)

Oliver, George Harold

Wood, E. (Chest'r, Stalyb'dge & Hyde)

Greenall, T.

Palin, John Henry

Woodcock, Colonel H. C.

Greenwood, A. (Nelson and Colne)

Pethick-Lawrence, F. W.

Wright, W.

Grenfell, D. R. (Glamorgan)

Potts, John S.

Groves, T.

Radford, E. A.

TELLERS FOR THE NOES.—

Grundy, T. W.

Richardson, R. (Houghton-le-Spring)

Mr. Charles Edwards and Mr.

Hall, F. (York, W. R., Normanton)

Roberts, Rt. Hon. F. O. (W. Bromwich)

Whiteley.

CLAUSE 84.—(Provisions as to auditors.)

Amendment made:

In page 80, line 25, at the end, insert the words:

"(3) In Sub-section (7) of the said Section one hundred and twelve the words 'first annual general meeting' shall be subsituted for the words 'statutory meeting.'"—[ Sir P. Cunliffe-Lister. ]

CLAUSE 87.—(Amendment of s. 274 of principal Act.)

Amendments made:

In page 82, line 21, leave out the words "under the said Section is to be filed," and insert instead thereof the words:

"any company to which the said Section two hundred and seventy-four applies is required to file."

In page 82, line 29, at the end, insert the words:

"Provided that nothing in this Section shall operate to require any document to be filed at any registration office if it has been filed at that office before the commencement of this Act."

In page 82, line 33, at the end, insert the words:

"and as from the date on which notice is so given the obligation of the company to file any document with the registrar of companies shall cease."—[ Sir P. Cunliffe-Lister. ]

CLAUSE 90.—(Restrictions on offering of shares for subscription or sale.)

I beg to move, in page 84, line 35, to leave out the words "other than a share dealer or share broker," and to insert instead thereof the words:

It may be difficult to distinguish between a person who is able to take care of himself and one who is not. I think it must be left to the person selling shares to use his own discretion. If he offers to persons with whom he is not acquainted and with whom he has had no previous relations any temptation to buy shares without this authority, then, I think, he should come under the operation of the Clause. I think the words "other than a share dealer or share broker" should be eliminated, because I cannot see what is to happen to a share dealer who is allowed to do this. A share dealer or jobber is not supposed to offer shares direct to anybody, and the share broker, acting either as principal or agent, generally as agent, will not be allowed to offer these to anybody under the Clause as it stands.

I have considered this Amendment very carefully, and I think it in fact expresses more accurately the intention of the Clause. The whole House is in favour of the general proposal in the Clause, and I must acknowledge the help and assistance I have had from the hon. Member for Chislehurst (Mr. Smithers), who was the first to start an active campaign in relation to the question of share-pushing. The object of the Clause is to hit the share-pusher, but it was never intended to hit ordinary business transactions between persons whose regular business it is to buy and sell shares. We have endeavoured to meet it by saying in the Bill—

"other than a share dealer or share broker."

Those words are at once too wide and too narrow, and the words which are now proposed will, I think, more correctly carry out the intention of the Bill.

11.0 p.m.

I hope I may be forgiven even at this late hour if for two moments I tell the House how gratified and pleased I am that we are passing this legislation. We call this the House of Commons. We call the Stock Exchange "the House." I have the honour to be a member of both. We pride ourselves in the Stock Exchange that our motto is dictum meum pactum —"my word is my bond." We realise in the Stock Exchange that honesty is the best policy. It is the foundation for all business. I have beside me a pile of letters, which I will not trouble the House with reading now, from people from all over the country in answer to a letter which I wrote to the Press some 2½ years ago warning them against the activities of certain share-pushers. The term "share-pushing" has now become a Parliamentary expression, and it is gratifying to think that one's efforts in this direction have been rewarded by the passing of this legislation, which I believe will help the cases we all have in mind, and will in some measure prevent the evils of share-pushing being continued. Whatever laws we may pass in this House, we cannot protect the fool from his folly. I would, however, appeal to the Press of the country to give this matter the widest publicity and to advise the old ladies and innocent people—the widows and orphans so to speak—that this legislation has been passed, so that they in their turn can do their bit and add to the strength of honest business in the City of London.

Amendment agreed to.

I beg to move, in page 84, line 41, at the end, to insert the words:

"or, in the case of shares in a company incorporated outside Great Britain, by such a prospectus as complies with the provisions of the next following Section of this Act."

This is a drafting Amendment. Obviously, we do not wish to apply this Clause to a transaction which is covered by Clause 91.

Amendment agreed to.

I beg to move, in page 85, line 13, at the end, to insert the words:

";or

( c ) where the offer was made only to persons with whom the person making the offer has been in the habit of doing regular business in the purchase or sale of shares."

This Amendment carries out an undertaking which I implemented on another Clause, and it is also necessary here.

I would like to know whether this does not let in some type of bucket shops which may have regular people on their lists, and whether it would not perhaps enable them to push shares of this type and then plead that they were dealing only with regular clients. What will be the definition of "clients"? It seems to me you are opening the way for the conductor of a bucket shop, who is dealing regularly with people in options and margins, and who would be able to carry on under a protection, obviously intended only for the recognised member of the Stock Exchange.

You could not, of course, stop a person who was regularly dealing in shares with an outside broker, and a case such as the hon. Member mentioned would, I daresay, be covered by this proposal. The hon. Member says there might be a case where a person such as he describes had regular clients and that people generally ought to be protected from the type of man of whom he was speaking. There might be such a case, but I do not think we ought to allow the occasionally difficult case which might arise, to prevent regular business being carried on between reputable brokers and reputable clients As has been said nobody can save the fool from his folly, and I think as between two alternatives, the balance of convenience lies with the Amendment.

May I ask whether the words now proposed would not cover a case in which a bucket shop had a client with more money than sense who kept on buying, instead of doing business in the ordinary course, both buying and selling. The wording seems perfectly clear. It is:

"where the offer was made only to persons with whom the person making the offer has been in the habit of doing regular business in the purchase or sale of shares."

It is not "and sale." If a bucket shop has been in the habit of selling to a particular client stocks which are utter rubbish, will they be protected? They can go on doing so until that person's capital is exhausted, and they will be able to show that they were doing a regular business with that particular person. If that be the case I do not thing the right hon. Gentleman ought to ask the House to accept the Amendment.

We must here make a choice between stopping practically all the business which is done by issuing houses and stockbrokers with regular clients, in the hope that we may prevent some of these people being de- frauded, or else adopting the proposal of the Amendment. I do not think you can stop people who want to do so from dealing with men of that type. They will persist in doing so, but I would beg the House, in attempting to protect such people, not to prevent a whole chain of perfectly reputable transactions which are of great value to this country. These should not be interfered with in the hope of saving one exceptional person.

I do not feel altogether happy about this proposal. I am sure the right hon. Gentleman is aware of the type of business which exploits those who cannot, in the nature of things, have a real knowledge of the share market. As I have said already, if one or two persons want to float a company they can go to a certain place in the City of London and get the names and addresses of some thousands of people who will subscribe to anything. It is that kind of business which I have in mind, but I see the difficulty of the right hon. Gentleman in regard to the choice of words.

We have been at very great pains to find the proper words, and I have had the best legal advice on the matter. If the combined legal talent at our disposal now can think of anything better, I am sure it will be considered.

Amendment agreed to.

I beg to move, in page 87, line 17, at the end, to insert the words:

"Where the Court makes an order under this Section (whether with or without consequential directions) an appeal against the order and the consequential directions, if any, shall lie to the High Court."

This is a very simple Amendment, providing an appeal from a magistrate who might have made a wrong decision.

I think this Amendment ought to be inserted, for otherwise there would be no right of appeal from a court of summary jurisdiction, however unfortunate the case might be. If there was a complicated point of law on an important contract, there ought to be an appeal to the High Court.

I am not at all satisfied with the President's explanation on this Amendment. I should have thought the able legal draftsman responsible for drafting this Clause on share-pushing would be careful to see that if there was any appeal to be made, it would be made in the right direction, and it seems to me that there is some special reason for this Amendment coming from the City of London. If it is to be made criminal for this sort of thing to be done, it ought not to be a case of appeal to the High Court. If there is to be any appeal, I think the first appeal should be to Quarter Sessions from the magistrates in the ordinary way of an appeal from a magisterial decision. I cannot see why you should have a different mode of dealing in law with criminals convicted under this Clause from those convicted under any other Clause.

The hon. Gentleman has put a specific question as to whether those who have been expert in drafting this Bill have considered this question. My answer is that they have, and they advise me that this is a right and proper step to take.

I understand that the appeal that is contemplated is an appeal against the order making a contract void, and not an appeal against a conviction. There may be an appeal against a conviction in the ordinary course, but this Amendment deals with an appeal against an order which would surely go to a court of civil jurisdiction.

Amendment agreed to.

CLAUSE 91.—(Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale.)

I beg to move in page 87, line 20, to leave out the words "relating to" and to insert instead thereof the words "offering for subscription."

It appears to me that the words "relating to" are too wide. This Amendment will bring this Clause into line with Clause 90, with the exception that Clause 91 deals with foreign as compared with domestic companies.

I think this is correct. If hon. Members look back to Clause 32, they will see that all that this Amendment does is to put a foreign company on a par with English companies in the Clause.

Amendment agreed to.

I beg to move in page 87, to leave out from the word "thereof," in line 29, to the word "has," in line 32, and to insert instead thereof the words

"certified by the chairman and two other directors of the company as having been approved by resolution of the managing body."

Under English law any prospectus has to be certified by all the directors. It is almost impossible to get the signatures of all foreign directors for such a document. Directors in foreign companies occupy a totally different position from that of directors in this country. Those in this country are supposed to be active members of the board, taking a close interest in the company. In many foreign companies, in America, for instance, there are some 30 or 40 directors, not supposedly taking any interest in the companies, except in an advisory capacity, and often taking no remuneration. It is almost impossible to get these directors to sign a prospectus.

I invite the House to accept this Amendment. It requires that where there is an issue of shares in a foreign company, the recognised foreign practice should be followed.

I think that attention should be drawn to the fact that this Amendment would facilitate the introduction of foreign business into this country at the expense of our home business, and make it easier for foreign business to be introduced. We have been spending days legislating for the protection of English shareholders. I will give an example. It is possible at present in the City of London to introduce shares to be sold on the market to raise a great deal of capital which goes entirely under foreign control and carries no voting power.

I refer to a very excellent concern of wide repute, against which I have nothing to say, the Swedish Match Company. A lot of capital has been raised in this country by selling shares in Swedish Matches, and there is a special arrangement by which these shares get only one vote for every 1,000 shares. We ought to be very careful in framing legislation about the exception of foreign businesses that adequate safeguards are maintained. I do not say that what it is proposed to do may not be right in this particular case, because I am not sufficiently expert to judge, and have not had the time to consider it, but it seems to me that here we are demanding considerably less than we are demanding in a transaction which is entirely British, and the attention of the House ought to be called to that point.

I do not think I ought to let that observation pass without a reply. In the first place, this Bill would not be the appropriate occasion on which, to discuss whether we ought to allow foreign companies to make issues here. If we are to stop foreign companies issuing shares here we must do it by a positive Act of Parliament.

All we are concerned with here is what Regulations there are to be. There must be different provisions, because foreign companies do not do their business in the same way; and what this Clause does is to make in the case of foreign companies similar provisions as positive as those which apply in the case of English companies, having regard to what it is possible to ascertain and the regular recognised foreign practice. I assure the House that nothing is being done which makes it easy for people who are issuing foreign shares to get away without giving the right and proper particulars. I hope the House will take it from me that I have carefully considered this matter, and that there is no foundation for these fears which have been expressed.

Amendment agreed to.

I beg to move, in page 87, line 37, to leave out from the word "dated," to end of the Sub-section, and to insert instead thereof the words:

"(iv) the prospectus otherwise complies with the requirements of this Section; or

( b ) to issue to any person in Great Britain a form of application for shares in or debentures of such a company or intended company as aforesaid unless the form is issued with a prospectus which complies with the provisions of this Section:

Provided that this provision shall not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures."

This Amendment is consequential on our having combined two old Clauses into one Clause. We now have the whole of the provisions as to the prospectus and the offer for sale in one Clause.

Amendment agreed to.]

I beg to move, in page 88, line 33, to leave out from the beginning to the word "the" in line 40.

This Amendment will have the effect of eliminating the requirement to give the name of the original subscribers to foreign companies. The regulation in this country which asks for the name of the original subscribers is of absolutely no use. It can be evaded. The names put down are generally dummies, and when they are not dummies they are often put down for a special purpose. In foreign countries it would be difficult to get those names, and if you got them they would be of no use.

I agree with what the hon. Gentleman has said, and I accept the Amendment.

I desire to enter a protest against this long list of Amendments being accepted from the Government side, because they are Amendments which ought to have been discussed in Committee. We went through this Bill Clause by Clause in Committee for a period of over 12 weeks, and now at this late hour we are having a procession of Amendments moved by the hon. Member for the City of London (Mr. E. C. Grenfell), accepted without ascertaining what is going to be the actual effect. It is almost impossible for us to debate these Amendments properly, and it is placing us in a very serious position.

I should have been glad if these Amendments had been considered in Committee, but I think it will be more convenient if we allow this Amendment to go through now.

Amendment agreed to.

Further Amendments made:

In page 88, line 33, leave out the words "one year" and insert instead thereof the words "two years."

In page 89, leave out from the word "Where," in line 37, to the word "would," in line 39, and insert instead thereof the words:

"any document by which any shares in or debentures of a company incorporated outside Great Britain are offered for sale to the public."

In page 89, leave out from the word "been," in line 41, to the word "that," in line 42, and insert instead thereof the words:

"deemed by virtue of Section thirty-two of this Act to be a prospectus issued by the company."

In page 90, line 1, leave out from the word "be," to end of the Sub-section, and insert instead thereof the words "for the purposes of this Section a prospectus issued by the company."

In page 90, line 5, leave out the words "an invitation to subscribe," and insert instead thereof the words "a form of application."—[ Sir P. Cunliffe-Lister. ]

I beg to move, in page 90, line 9, to leave out Sub-section (7), and to insert instead thereof the words:

"(7) An offer of shares or debentures for subscription or sale to any person whose ordinary business or part of whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Section."

These are the terms used in previous Amendments which have been accepted, and these words are required to bring the Clause into conformity with Clause 90.

I beg to second the Amendment.

Amendment agreed to.

CLAUSE 98.—(Amendment of Sections 135 and 136 of principal Act.)

Amendments made:

In page 92, line 6, leave out the word "the," and insert instead thereof the word "any."

In page 92, line 9, leave out the word "the," and insert instead thereof the word "a."

In page 92, line 11, leave out the word "and," and insert instead thereof the words:

"(ii) that it shall be lawful to the Court of Session to require that any such petition as aforesaid presented to one Sheriff Court be remitted to another Sheriff Court; and."—[ The Solicitor-General for Scotland. ]

CLAUSE 106.—(Committees of inspection in winding-up in Scotland.)

I beg to move, in page 95, to leave out from the word "Act," in line 25, to the end of the Clause, and to insert instead thereof the words:

"such of the powers and duties of commissioners on a bankrupt estate as may be conferred and imposed on it by general rules."

This gives to the Committee of inspection certain powers which the Commissioners in Bankruptcy had. It is really a drafting Amendment.

Amendment agreed to.

CLAUSE 109.—(Attendance of director company at meeting of creditors.)

Amendment made: In page 96, line 31, after the word "creditors," insert the words:

"or of contributories or of a committee of inspection."—[ The Solicitor-General for Scotland. ]

SECOND SCHEDULE.—(Minor Amendments.)

I beg to move, in page 110, line 24, column 2, at the beginning, to insert the words:

"The following paragraph shall he substituted for paragraph ( d ) of sub-section (1):—

( d ) unless the company is being wound up voluntarily merely for the purposes of reconstruction or of amalgamation with another company, or has entered into such a contract with insurers as is mentioned in section seven of the Workmen's Compensation Act, 1925, all amounts due in respect of any compensation or liability for compensation under the said Act accrued before the said date.

Where any such compensation is a weekly payment, the amount due in respect thereof shall, for the purposes of this paragraph, be taken to be the amount of the lump sum for which the weekly payment could, if redeemable, be redeemed if the employer made an application for that purpose under the said Act."

This Amendment has a two-fold purpose. The law as it now stands with regard to this matter exists in a complicated form in two Acts of Parliament—the Companies Act and the Workmen's Compensation Act; and this Amendment puts the relevant Section of the Workmen's Compensation Act into the Companies Act, where it properly belongs. The Amendment also does another thing, which I think hon. Members will agree is an advantage. It extends the right of the workman to his preferential claim for approved compensation up to date of the winding-up order.

Amendment agreed to.

Further Amendments made:

In page 112, leave out from the word "the" in line 7, to the end of line 14, and insert instead thereof the words:

"words from 'winding up and' to 'be paid by the liquidator' there shall be substituted the words 'all such amounts due in respect of any compensation or liability for compensation under the Workmen's Compensation Act, 1925, payable to a miner or the dependants of a miner as are given priority by this Act shall.'"

In page 113, line 5, after the word "upon," insert the words "an office copy of"—[ Sir P. Cunliffe-Lister. ]

I beg to move in page 113, line 27, at the end to insert the words:

"At the end of the section there shall be added the words "Printed" shall include "reproduced indelibly in any form which may be approved for the purposes of this Act by the Registrar."

This applies to certain documents that have to be filed, which under the present Statute requires to be printed. For six years the practice has been observed by the Registrar on accepting articles of association that the like documents reproduced in a form that is absolutely indelible and cheaper than being printed, which in the case of small companies is a matter of very great moment. In Committee the words "or typewritten" were suggested but they were knocked out. Unfortunately the Registrar came to the conclusion that he had for the future to interpret the word "printed" in a strict sense. The result would be to throw quite unnecessary expense on small companies and I move the Amendment in order that these other documents may be accepted by the Registrar.

This seems a reasonable Amendment. We insisted on the word "printed" in Committee in order to be sure that what we got was an indelible document. We rightly rejected "typewritten," because it rubs and is not so convenient. I have consulted the Registrar, and I find he has been accepting for acme years past certain processes which are so indelible as to be practically indistinguishable from printing. I do not think we ought to insist on the thing being printed if the responsible officer is satisfied that there is an equally permanent process which gives the desired result at a less cost.

We cannot possibly agree to the Amendment. We considered this in detail. We have had no real definition given us to-night of what is an indelible method. It is not only the question of cost that is involved. The whole thing might be done inside one office with a typist, and then by some process of duplication which might be indelible you could actually assist in the promotion of fraudulent companies by not using the ordinary method of printing. It is quite easy to imagine that a fraudulent company promoter could print copies which are not identical in form or matter inside his own office. That is one of the main reasons why we should insist on the prospectus being printed. The matter was fully discussed in Committee, and I hope the House will not go back upon the decision which was arrived at after very careful consideration.

I hope that the House will consider the question very carefully before it comes to a decision to support this Amendment. The matter was thrashed out well in Committee, and the representative of the Government then agreed that the Clause should stand as now printed. The obligation is not merely one of cost, nor is it a question as to whether or not a particular process is indelible, but the means that are afforded by the use of these reproducing processes to make it easy for a correct document to be altered. With a printed document you can get absolute correctness. You can get practically an unlimited number of copies, and it is practically impossible for any tampering to be done when the Memorandum or Articles of Association are put into printer's type. The only reason, as I understand it, for this Amendment being placed upon the Order Paper has been an agitation on the part of a company that is interested in the manufacture of these duplicating processes. It is not merely a question of efficiency, but rather one of expediency as to whether or not it is possible to get a market for this or that particular machine. We know that these particular processes are handled only or mainly in the small offices. In the offices of a company promoter a simple duplicating process may be used by a typist—a girl or a young man—with an infinite capacity for making mistakes. In some processes, it is necessary to reproduce the basis two or three times if you want a large number of copies. It is quite easy, in the gelatine process for instance, to alter copies after they have been reproduced. Any sort of process is included in the Amendment, so long as it has the approval of the Registrar. Is it fair, is it practicable, to ask the Registrar to say whether or not a certain process is suitable for this purpose? The Registrar would not be able to tell merely by the copy of the Memorandum or the Articles of Association placed before him, because the copy that may be supplied to the Registrar for the purpose of filing may differ in very essential particulars from the copies circulated to the subscribers for shares. I can see the door being opened to all kinds of abuse if any process is to be recognised other than that which has served the company promoters for such a long time. I hope the Minister will allow a free vote.

There seems to be a rather acute contest, which I hope will not be lengthy, between those who are interested in printing and those who are interested in what the printers call a manipulative process. It is not an acute party question; it is for the House to decide, and I invite the House to come to a decision without further delay.

I am much obliged to the Minister for his concession, but I want to protest against the statement that this is merely a contest between the printer and the duplicator. An important Point is at issue, and some of us are able to take an independent view.

Notwithstanding the calls for the Division, I am entitled to say a few words. This is not merely a question between the printer and a manipulative plant. The case has been unfairly put in stating that this particular plant makes an enormous amount of difference in cost: it is the difference between 7s. 6d. and 10s., or thereabouts. The object of the Bill is to draw tighter the provisions against possibilities of fraud, and I think the Standing Com-

mittee came to a right decision in saying that these things should be printed. There has been an agitation by one particular firm, and the process in which they are interested is the worst possible form of duplication, and is open to all sorts of fraud. There are other methods of duplication. The Roneo is a better method of duplication, and it passes the Registrar of Joint Stock Companies. It is not right to put upon the Registrar of Joint Stock Companies the duty of judging whether a certain process is the right or the wrong one. I hope the House will support the decision of the Standing Committee that the documents should be printed. The House ought to know that the principal of this particular firm was sent for quite a long term to enjoy His Majesty's hospitality in prison for one of the grossest frauds on the Inland Revenue. The House will be doing wrong if they support an agitation which has been carried on with the object of getting the Committee's decision altered.

Question put, "That those words be there inserted in the Bill."

The House divided: Ayes, 74; Noes, 160.

Division No. 346.]

AYES.

[11.51 p.m.

Atkinson, C.

Finburgh, S.

Price, Major C. W. M.

Barnett, Major Sir Richard

Fremantle, Lieut.-Colonel Francis E.

Radford, E. A.

Bevan, S. J.

Grattan-Doyle, Sir N.

Ramsden, E.

Birchall, Major J. Dearman

Guinness, Rt. Hon. Walter E.

Russell Alexander West (Tynemouth)

Briant, Frank

Hacking, Douglas H.

Salmon, Major I.

Briscoe, Richard George

Hamilton, Sir George

Sandemen, N. Stewart

Brooke, Brigadier-General C. R. I.

Hannon, Patrick Joseph Henry

Sanders, Sir Robert A.

Buchan, John

Harris, Percy A.

Sassoon, Sir Philip Albert Gustave D.

Campbell, E. T.

Harvey, G. (Lambeth, Kennington)

Smith, Louis W. (Sheffield, Hallam)

Carver, Major W. H.

Heneage, Lieut.-Col, Arthur P.

Smith-Carington, Neville W.

Cassels, J. D,

Hilton, Cecil

Stanley, Lord (Fylde)

Cecil, Rt. Hon. Lord H. (Ox. Univ.)

Holt, Capt. H. P.

Steel, Major Samuel Strang

Chadwick, Sir Robert Burton

Hopkins, J. W. W.

Strauss, E. A

Chamberlain, Rt. Hon. N. (Ladywood)

Hurd, Percy A.

Templeton, W. P.

Charteris, Brigadier-General J.

Hutchison, Sir Robert (Montrose)

Tinne, J. A.

Cochrane, Commander Hon. A. D.

Knox, Sir Alfred

Titchfield, Major the Marquess of

Crawfurd, H. E.

Lamb, J. Q.

Ward, Lt.-Col. A. L. (Kingston-on-Hull)

Curzon, Captain Viscount

Looker, Herbert William

Wayland, Sir William A.

Davidson, Rt. Hon. J. (Hertford)

Lumley, L. R.

Williams, C. P. (Denbigh, Wrexham)

Davies, Maj. Geo. F. (Somerset, Yeovil)

Mason, Colonel Glyn K.

Williams, Herbert G. (Reading)

Erskine, Lord (Somerset, Weston-s.-M.)

Newman, Sir R. H. S. D. L. (Exeter)

Wilson, Sir C. H. (Leeds, Central)

Everard, W. Lindsay

Nuttall, Ellis

Young, Rt. Hon. Sir Hilton (Norwich)

Fairfax, Captain J. G.

Ormsby-Gore, Rt. Hon. William

Faile, Sir Bertram G.

Owen, Major G.

TELLERS FOR THE AYES.—

Fenby, T. D.

Percy, Lord Eustace (Hastings)

Sir W. Greaves-Lord and Mr. Ernes

Fielden, E. B.

Power, Sir John Cecil

Brown.

NOES.

Adamson, Rt. Hon. W. (Fife, West)

Barr, J.

Brittain, Sir Harry

Alexander, A. V. (Sheffield, Hillsbro')

Beamish, Rear-Admiral T. P. H.

Brocklebank, C. E. R.

Allen, Sir J. Sandeman

Benn, Sir A. S. (Plymouth, Drake)

Bromfield, William

Applin, Colonel R. V. K.

Bourne, Captain Robert Croft

Bromley, J.

Ansley, Lord

Bowerman, Rt. Hon. Charles W.

Brown, Col. D. C. (N'th'l'd, Hexham)

Ashley, Lt.-Col. Rt. Hon. Wilfrid W.

Bowyer, Captain G. E. W.

Brown, Brig.-Gen. H. C.(Berks, Newb'y)

Astor, Maj. Hn. John J. (Kent, Dover)

Brassey, Sir Leonard

Brown, James (Ayr and Bute)

Barnes, A.

Bridgeman, Rt. Hon. William Clive

Bullock, Captain M.

Burman, J. B.

Hope, Capt. A. O. J. (Warw'k, Nun.)

Richardson, Sir P. W. (Sur'y, Ch'ts'y)

Burton, Colonel H. W.

Howard-Bury, Colonel C. K.

Robinson, W. C. (Yorks, W. R., Elland)

Butt, Sir Alfred

Hudson, Capt. A. U. M.(Hackney, N.)

Ropner, Major L.

Cecil, Rt. Hon. Sir Evelyn (Aston)

Hudson, I. H. (Huddersfield)

Ruggles-Brise, Lieut.-Colonel E. A.

Close, W. S.

Hume, Sir G. H.

Sanderson, Sir Frank

Cockerill, Brig.-General Sir George

Iliffe, Sir Edward M.

Savery, S. S.

Colfox, Major William Phillips

Iveagh, Countess of

Scurr, John

Couper, J. S.

Jenkins, W. (Glamorgan, Neath)

Shiels, Dr. Drummond

Cowan, Sir Wm. Henry (Islington, N.)

John, William (Rhondda, West)

Short, Alfred (Wednesbury)

Craig, Sir Ernest (Chester, Crewe)

Jones, Morgan (Caerphilly)

Sitch, Charles H.

Croft, Brigadier-General Sir H.

Jones, T. I. Mardy (Pontypridd)

Slaney, Major P. Kenyon

Crookshank, Col. C. de W. (Berwick)

Kelly, W. T.

Smith, Ben (Bermondsey, Rotherhithe)

Crookshank, Cpt. H. (Lindsey, Gainsbro)

Kennedy, A. R. (Preston)

Smith, Rennie (Penistone)

Dalton, Hugh

Kennedy, T.

Smithers, Waldron

Day, Harry

Kenworthy, Lt.-Com. Hon. Joseph M.

Snowden, Rt. Hon. Philip

Dean, Arthur Wellesley

King, Commodore Henry Douglas

Southby, Commander A. R. J.

Drowe, C.

Kinloch-Cooke, Sir Clement

Sprot, Sir Alexander

Duncan, C.

Kirkwood, P

Stanley, Lieut.-Colonel Rt. Hon. G. F.

Dunnico, H.

Lane Fox, Col. Rt. Hon. George R.

Stanley, Hon. O. F. G. (Westm'eland)

Edmondson, Major A. J.

Lawrence, Susan

Sueter, Rear-Admiral Murray Fraser

Edwards, C. (Monmouth, Bedwality)

Lawson, John James

Thom, Lt.-Col. J. G. (Dumbarton)

Fraser, Captain Ian

Lloyd, Cyril E. (Dudley)

Tinker, John Joseph

Garro-Jones, Captain G. M.

Longbottom, A. W.

Tomlinson, R. P.

Gates, Percy.

Luce, Major-Gen. Sir Richard Harman

Varley, Frank B.

Gibbins, Joseph

Lunn, William

Wallace, Captain D. E.

Goff, Sir Park

MacAndrew, Major Charles Glen

Warrender, Sir Victor

Gosling, Harry

Mackinder, W.

Watson, W. M. (Dunfermilne)

Graham, D. M. (Lanark, Hamilton)

McLean, Major A.

Watts, Sir Thomas

Greene, W. P. Crawford

Maclean, Nell (Glasgow, Govan)

Watts-Morgan, Lt.-Col. D. (Rhondda)

Greenwood, A (Nelson and Calne)

MacMillan, Captain H.

Wellock, Wilfred

Grenfell, D. R. (Glamorgan)

Marriott, Sir J. A. R.

Wells, S. R.

Gretton, Colonel Rt. Hon. John

Meyer, Sir Frank

Welsh, J. C.

Griffith, F. Kingsley

Mitchell, W. Foot (Saffron Walden)

Westwood, J.

Grotrian, H. Brent

Moore, Lieut.-Colonel T. C. R. (Ayr)

White, Lieut.-Col. Sir G. Dalrymple-

Groves, T.

Moore-Brabazon, Lieut.-Col. J. T. C.

Whiteley, W.

Hall, G. H. (Merthyr Tydvil)

Morrison, H. (Wilts, Salisbury)

Williams, T. (York, Don Valley)

Hardie, George D.

Murnin, H.

Windsor, Walter

Harrison, G. J. C.

Nall, Colonel Sir Joseph

Wolmer, Viscount

Hartington, Marquess of

Nicholson, O. (Westminster)

Womersley, W. J.

Haslam, Henry C.

Penny, Frederick George

Woodcock, Colonel H. C.

Hayday, Arthur

Pethick-Lawrence, F. W.

Wragg, Herbert

Headlam, Lieut.-Colonel C. M.

Peto, G. (Somerset, Frome)

Yerburgh, Major Robert D. T.

Henderson, Capt. R. R. (Oxf'd, Henley)

Pilditch, Sir Philip

Henderson, Lieut.-Col. Sir Vivian

Potts, John S.

TELLERS FOR THE NOES.—

Hirst, G. H.

Raine, Sir Walter

Mr. Ernest Alexander and Mr.

Hirst, W. (Bradford, South)

Remer, J. R.

Naylor.

Holbrook, Sir Arthur Richard

Motion made, and Question proposed, "That the Bill be now read the Third time."

Even at this late hour one would have expected that on a Bill of this magnitude and importance the right hon. Gentleman in charge of it would have been prepared to say a few words. I admit that the circumstances are somewhat unexpected. We had hoped to conclude the Report stage three hours ago, but even so I think it would be wrong for the House to take leave of a Measure of this kind without a few observations upon it. The Bill was introduced in February last, and it dealt with a situation which should have been dealt with years ago. An amendment and consolidation of company law has been long overdue. On the Second Reading we put forward the view that while the Bill provided some improvement in the main it failed to meet the real need of the situation in this country with regard to joint stock com- panies. We indicated on the Second Reading that we would give our very careful attention to the Bill in Committee, that we would not be obstructive, and that we would lend all the constructive criticism possible to the Measure in the hope that that would lead to its improvement.

We spent nearly 12 weeks on the Bill in Committee, and I do not think it can be argued that a Bill of this size has ever been allowed to get through Committee with less destructive or more constructive criticism, or with less obstruction. On a Bill of nearly 120 Clauses, dealing with very delicate questions, some of them very controversial, we challenged only 43 Divisions in all those weeks. But in spite of all the work that has been put in on both sides of the House, I am bound to say that I am exceedingly disappointed with the result of the labours of Members of the House. We are still doing far too little in the way of the publicity which is absolutely vital. The remark made by an hon. Member this evening is very apposite. He said that much of this Bill would have been very helpful and very applicable to the position of joint stock companies fifty years ago. That remark was justified. I was able to find in "The Accountant" of 53 years ago a reference to the need of an amendment of the Company Statutes of the very kind which we have pleaded for, but not obtained in our discussions of this Bill. Moreover, the Bill fails altogether to deal with the growing tendency in this country to move from small public companies to very large combines and holding companies; and at a time when nearly every other country is passing special legislation to prevent abuses against shareholders or the community arising, we are sending out from the House a Bill of 120 Clauses amending the law specially with a view to the consolidation of the law, but without attempting to touch that problem. If you turn to New Zealand or Canada or Australia, in every one of those countries you find measures dealing with joint stock companies in a way that is in advance of this Bill. If you go to the European countries and take the latest legislation passed, say, in Switzerland, Norway and Sweden, for dealing with the modern tendency in connection with joint stock enterprises—amalgamation and the development of holding companies—you find enactments which enable the community to have some safeguard against abuses.

We are to-day dealing with this matter, without having any regard to that side of it at all and in that respect I believe we have failed in our duty. I am very disappointed that the President of the Board of Trade did not make better use of the opportunity which this measure afforded him of dealing effectively with the matter. No one knows better than the right hon. Gentleman that an important consolidation Measure of this kind can only be dealt with effectively when you have a strong majority behind you in the House, and I regret that he did not take this opportunity of bringing about a real coordination in connection with joint stock companies and other incorporated trading bodies. There is a great deal of dissatisfaction in commercial circles at the way in which this work is at present spread over different departments. You have three or four different offices dealing with incorporated trading bodies—industrial assurance societies, industrial and provident societies, and joint stock companies, public and private—and the Board of Trade might have taken a lesson from what has been done in this respect, in some of the Dominions and in other countries where the law has been consolidated to cover all incorporated trading bodies. We have one office here and another office there dealing with these matters, and a division of control. The industrial assurance friendly societies and industrial provident societies are under the control of the Treasury, although a very large proportion of the trade of the country is now being done by those bodies. Other organisations are under the control of the Board of Trade. If we are to have a consolidation of the law in this country, we should provide an enactment covering the whole of the region involved.

Were it not for the lateness of the hour I would criticise this Measure in some detail, but I conclude on this note. I would say to my hon. Friends on the Liberal benches that I have been disappointed at their attitude right through the discussions on this Bill, and at the lack of support which the Opposition has received from them on the question of publicity. I had read with great interest the recommendations in the Yellow Book on publicity, and I anticipated that we should have considerable support from the Liberal Party in any attempt to carry out the policy of the Yellow Book. But I am afraid that Members of the Liberal Party have voted with the Government on this Measure in Committee and in the House, and there have been expressions of opinion from the Liberal benches, indicating that, as Members of the House, they are not in favour of the publicity recommended in the Yellow Book. I am afraid we shall not get an opportunity of amending the companies law to this extent for some years to come, and we have missed a great chance, by not providing, more safeguards for the public and not doing more to co-ordinate the various departments dealing with the subject. Although there are some Clauses which show advance, and which will prevent us dividing against the Third Reading of the Bill, we feel that it is not adequate to the occasion.

The hon. Member for Hillsborough (Mr. A. V. Alexander) has been good enough to refer to me and my friends and has complained of lack of strength in our opposition to this Bill: but I would observe that noise and volubility do not necessarily make for strength, and I am bound to say, in connection with a Bill of this kind, where you have a large number of different interests to consider—not necessarily using the word "interest" in any malevolent sense, but legitimate interests—the hon. Member would have done more useful service to the Bill, to the House, and to the country if he could have brought to bear on the consideration of the Bill an attitude slightly less narrow and one-sided, and if he could have looked at it from the point of view of the many different interests engaged instead of from that of the single interest which he happens to represent.

Naturally, one is not satisfied with a Bill if one puts down Amendments to it that are not all accepted, but this is a difficult and complicated Measure, and I am satisfied that it represents an advance, at any rate. I hope that the President of the Board of Trade and his colleague will be able to find the time, and to press on their colleagues to find the time, during the Autumn Session to bring in a Consolidation Bill. I believe that the consolidation of company legislation would be in itself a big advance, and I have no doubt that when we see such a Consolidation Measure and can get a conspectus of the whole of the company law of this country, we shall be in a better position to frame such Amendments as may be required. Indeed, on this very question of publicity, to which the hon. Member for Hillsborough has referred, I feel just as strongly as he does, as I said earlier, but I do not think he has been seeking it in the right way, and I believe there are other methods of securing the publicity that is required than the proposals which he and his friends have put forward. I do not suppose the right hon. Gentleman the President of the Board of Trade is perfectly satisfied with his Bill, but I think it is an advance, and my friends and I shall certainly not vote against its Third Reading.

Question put, and agreed to.

Bill accordingly read the Third time, and passed.

Isle of Man (Customs) Bill

Read a Second time.

Resolved, "That this House will immediately resolve itself into the Committee on the Bill."—[ Mr. A. M. Samuel. ]

Bill accordingly considered in Committee, and reported, without Amendment; read the Third time, and passed.

Petroleum (Consolidation) Bill [Lords]

Read a Second time.

Bill committed to a. Committee of the whole House for To-morrow.— Sir V. Henderson. ]

Food and Drugs (Adulteration) Bill [Lords]

Read a Second time.

Bill committed to a Committee of the whole House for To-morrow.—[ Sir K. Wood. ]

Gas Regulation Act, 1920

Resolved,

"That the draft of a Special Order proposed to be made by the Board of Trade under Section 10 of the Gas Regulation Act, 1920, on the application of the Bourne Urban District Council, which was presented on the 16th July and published, be approved."

Resolved,

"That the draft of a Special Order proposed to be made by the Board of Trade under Section 10 of the Gas Regulation Act, 1920, on the application of the Dursley Gas Light and Coke Company, Limited, which was presented on the 16th July and published, be approved."

Resolved,

"That the draft of a Special Order proposed to be made by the Board of Trade under Section 10 of the Gas Regulation Act, 1920, on the application of the Lincoln Corporation, which was presented on the 17th July and published, be approved."

Resolved,

"That the draft of a Special Order proposed to be made by the Board of Trade under Section 10 of the Gas Regulation Act, 1920, on the application of the Worksop Gas Company, which was presented on the 17th July and published, be approved."—[ Mr. E. Williams. ]

Slaughter of Animals (Scotland) Bill

Lords Amendment considered, and agreed to.

Criminal Law Amendment Bill

Read a Second time.

Resolved, "That this House will immediately resolve itself into the Committee on the Bill."—[ Mr. Hurd. ]

Bill accordingly considered in Committee, and reported, without Amendment; read the Third time, and passed.

Tithe (Administration of Trusts) Measure, 1928

I beg to move:

"That, in accordance with the Church of England Assembly (Powers) Act, 1919, this House do direct that the Tithe (Administration of Trusts) Measure, 1928, be presented to His Majesty for Royal Assent."

I am sure that at this time the House will not desire any detailed account of this Measure—[HON. MEMBERS: "Agreed"]—but I should be lacking in respect to the House if I did not say one or two words. [HON. MEMBERS: "Agreed."] In the first place, I would remind the House that this is a non-controversial measure. [HON. MEMBERS: "Agreed."]

I think more general agreement will be arrived at by not saying "Agreed." I am sure the hon. and gallant Member will not detain the House very long.

On a previous occasion, when nothing was said about a Measure, objection was raised because there had been no explanation. I will only say now that this is a non-controversial Measure; that it is exceedingly popular, especially with the clergy, and that the Ecclesiastical Committee of the House of Commons and the House of Lords has reported favourably upon it. It may be known to most Members that under the Tithe Act, passed in 1925, many thousands of the clergy have been receiving their tithe irregularly and subject to considerable delay. This Measure remedies those defects, and if this House and the other House will pass it the clergy will receive their tithe when due each quarter day, whether it has been actually collected from the tithe payer or not. That act of beneficence is only possible by the powers which are given by this Measure to the Ecclesiastical Commissioners to borrow to advance the money necessary to pay the clergy their tithe on the first day of each quarter. The Measure is a popular one with the clergy, and I believe there are no objections.

I beg to second the Motion.

Question put, and agreed to.

Resolved,

"That, in accordance with the Church of England Assembly (Powers) Act, 1919, this House do direct that the Tithe (Administration of Trusts) Measure, 1928, be presented to His Majesty for Royal Assent."

Clergy Pensions (Amendment) Measure, 1928

I beg to move

"That, in accordance with the Church of England Assembly (Powers) Act, 1919, this House do direct that the Clergy Pensions (Amendment) Measure, 1928, be presented to His Majesty for Royal Assent."

In moving this Motion, which is similar to the one just disposed of, I have no need to go into details. This is purely an amending Measure. I think it passed the Church Assembly without a Division. The Legislative Committee sent it forward with an excellent report, giving the details that are required, which I do not think any one in this House desires to know. The Ecclesiastical Committee say that it is an effective Amendment of the law, and that it does not prejudicially affect the constitutional rights of His Majesty's subjects, while it relieves many hardships.

I beg to second the Motion.

Question put, and agreed to.

Resolved,

"That, in accordance with the Church of England Assembly (Powers) Act, 1919, this House do direct that the Clergy Pensions (Amendment) Measure, 1928, be presented to His Majesty for Royal Assent."

The remaining Orders were read, and postponed.

It being after half-past Eleven of the clock upon Thursday evening, Mr. DEPUTY-SPEAKER adjourned the House, without Question put, pursuant to the Standing Order.

Adjourned at twenty-five minutes after Twelve o'clock.