Co-operatives, Mutuals and Friendly Societies Bill (First sitting)
Wednesday 30th November 2022
(1 year, 11 months ago)
Public Bill CommitteesRead Full debate Co-operatives, Mutuals and Friendly Societies Act 2023 View all Co-operatives, Mutuals and Friendly Societies Act 2023 Debates Read Hansard Text Read Debate Ministerial Extracts Amendment Paper: Public Bill Committee Amendments as at 30 November 2022 - (30 Nov 2022)
The Chair
Before we begin, I have a few preliminary reminders for the Committee. Please switch electronic devices to silent. No food or drinks are permitted during sittings of the Committee, except for the water provided. Hansard colleagues would be grateful if Members could email their speaking notes to hansardnotes@parliament.uk.
My selection and groupings for the sitting are available online and in the room. I have selected the three amendments in the name of the sponsor of the Bill, Sir Mark Hendrick. Amendments will be considered alongside the existing content of the Bill in a single debate.
Clause 1
Power to restrict use of assets of relevant mutual entities
Sir Mark Hendrick (Preston) (Lab/Co-op)
I beg to move amendment 1, in clause 1, page 2, line 2, at end insert—
“(ba) provide for the case mentioned in subsection (2)(a) to be subject to such exceptions as may be prescribed;”.
This Amendment would enable the Treasury to make provision in the regulations about exceptions to the case allowing for a mutual entity to use or deal with assets for a purpose for which the activities of the entity are carried on.
The Chair
With this it will be convenient to discuss the following:
Clause stand part.
Clause 2 stand part.
Amendment 2, in title, line 1, leave out from “Make provision” to “to permit” in line 3.
This Amendment and Amendment 3 would amend the long title of the Bill to reflect that the purpose of the Bill is to permit the capital surplus of mutual entities to be non-distributable.
Amendment 3, in title, line 4, leave out—
“; to amend the Friendly Societies Act 1992”
See the explanatory statement for Amendment 2.
Sir Mark Hendrick
Good morning, Mr Mundell. It is a pleasure to serve under your chairmanship. I am grateful to you and to Committee members for joining me to look at the detail of the Bill.
Co-operatives, mutual insurers and friendly societies have an important part to play in the biodiversity of our economy. These businesses share their origins in self-help movements that are relevant to the economic and social challenges faced by people today, and they need a business environment that facilitates their activity. I have therefore introduced a Bill to make long overdue changes to the legislation that governs co-operatives and mutuals and to create a more modern and supportive business environment for them to operate in.
Members on both sides of the House agreed on Second Reading that a strong network of co-operative and mutual businesses can play an important role in a diverse and modern economy. Co-operatives and mutuals represent a serious contribution to the UK economy, accounting for more than £133.5 billion of income annually.
The Bill will ensure that Government policy understands and supports the difference of mutual businesses. It will also create legislation that permits co-operatives, mutuals and friendly societies to undertake their business purpose of serving their members’ needs in the best way possible. Crucially, it will give co-operatives and mutuals the opportunity to opt into a framework providing greater safeguards for their assets and more protection against demutualisation.
The Bill does that by proposing simple voluntary legislation that would give every mutual the right to choose a constitution—either at the point of establishment or thereafter, with an appropriate level of member approval—that preserves legacy assets for the purpose for which they were intended. As witnessed in 2021 with Liverpool Victoria, or LV=, mutuals remain a target for asset-stripping demutualisers attracted by legacy assets built up over generations. That is unfortunately incentivised by the legislation governing mutuals and remains a real and present threat to the mutual sector.
The Bill is about giving mutuals the option to maintain mutual capital for the purpose for which it is intended. Legacy assets have been built up over generations of membership and often constitute a significant part of the working capital of the business. Current members typically have not contributed to that capital base, but have enjoyed the benefits of previous years of successful trading. The Bill disincentivises the raiding of legacy assets through legislation. Voluntary legislation will ensure that legacy assets are preserved for the purpose for which they were intended.
The Bill empowers mutual members to decide what should happen to assets on a solvent dissolution. It would match the best legislation that exists in many countries. The Bill achieves that by introducing a voluntary power to enable a mutual to choose a constitutional change so that its legacy assets would be non-distributable; to detail precisely the destination of any capital surplus on a solvent winding-up; to outline the procedures necessary to include such provisions in a mutual’s rules; and to insert a statutory provision for the relevant rules to be unalterable.
The Bill defines the capital surplus as the amount remaining after deducting a mutual’s total liabilities from its total assets, including repayment of members’ capital. The Bill introduces new provisions to maintain the destination of the capital surplus. It ensures that, where a mutual’s rules make the capital surplus non-distributable, any resolution to convert into, amalgamate with or transfer engagements to a company shall also include a provision to transfer the capital surplus, as provided by the rules, in the event of a solvent winding-up.
Danny Kruger (Devizes) (Con)
May I say how much I appreciate the Bill? I am pleased that the Government are supporting it. Does the hon. Member agree that the value of the asset lock he proposes for mutual funds will enable places that have suffered from deindustrialisation and globalisation to have a base of capital with which to build the local economy, and that what he is doing very much supports the wider levelling-up agenda?
Sir Mark Hendrick
Yes, I totally agree. The Bill is consistent with the levelling-up agenda. It is meant to ensure that the assets remain in place for the purposes for which the asset base was originally intended.
Let me set out the detail of the clauses and the amendments. Amendment 1 addresses an inconsistency in the legal text in clause 1(2)(a), which results from trying to capture the varied range of entities that make up the mutuals sector. As I said, there are co-operatives, mutuals and friendly societies—different types of organisation and company. In its current form, the Bill proposes an asset lock for a purpose that is for the objects of a mutual entity. The purpose of a co-operative is often seen as one that is for the benefit of its members. It could be argued that demutualisation, which involves distributing surplus funds to members, is for the benefit of members. However, given that the Bill aims to reduce incentives for demutualisation, the amendment is needed to close that loophole; otherwise, the ultimate purpose of the Bill risks being defeated. The amendment also ensures that the Bill is sufficiently broad that it is future-proofed and works for the wider mutuals sector.
The other two amendments are technical changes to ensure that the long title reflects the current contents of the Bill—namely, that the purpose of the Bill is to permit the capital surplus of mutual entities to be non-distributable. They leave out the words from “Make provision” to “to permit” and the words “; to amend the Friendly Societies Act 1992”.
I would like to express some disappointment that the overall ambition of my original Bill is not included in this version. In addition to allowing co-operatives, mutuals and friendly societies to safeguard their legacy assets to disincentivise demutualisers, the Bill’s initial proposals addressed some other issues: co-operatives needing the ability to issue perpetual capital to fund investment and growth—that would have meant a new type of share—and mutual insurers and friendly societies needing to be able to issue mutuals’ deferred shares to fund investment and growth without suffering disproportionate tax penalties. I discussed that issue in some detail with Ministers—both the current Minister and the former Minister, the hon. Member for North East Bedfordshire, who is on this Committee. The initial proposals also dealt with friendly societies needing an updated legal framework to facilitate their contribution as modern businesses working to help level up and promote economic prosperity. Friendly societies have not seen their legislation updated for quite some time; that is long overdue.
The Bill does not cover the whole scope of what I wanted it to achieve, but I am extremely pleased that the Government are backing a key aspect of my proposals concerning mutual assets. They have also given assurances that they plan to conduct a wider review of key legislation underpinning the co-operatives, mutuals and friendly societies sector with some firm proposals, instructing the Law Commission to conduct a review as part of that process. That is major progress and a step forward for the sector.
Richard Fuller (North East Bedfordshire) (Con)
Would the hon. Member be interested, as I would, to hear an update on the progress the Minister has made on that front? It is a key part of what the Bill is trying to achieve, and we want to ensure that we do not lose this opportunity.
Sir Mark Hendrick
I thank the hon. Member for his contribution and for the part he played in my getting this far with the Bill. I hope the Minister will indicate what moves are afoot and what progress will be made in that direction.
Richard Graham (Gloucester) (Con)
The Bill is hugely supported by everyone present, but will the hon. Member clarify his proposed amendment to line 3 of the title to reflect the fact that the Bill aims
“to permit the capital surplus of mutual entities to be non-distributable”?
I understand exactly what he means about potential creditors moving those assets into a different structure—he mentioned the LV= situation—but what happens when a mutual, for whatever reason, sadly fails? At that stage, does the Bill allow for any remaining capital to be distributed to the members of that mutual?
Sir Mark Hendrick
I thank the hon. Member for his intervention. A lot depends on how it is framed at the start when the mutual or co-operative decides to register. Remember that this is an opt-in; therefore, any conditions upon the dissolution of the company will depend very much on its registration and constitution. Those would allow for this, if the organisation were so set up. I am sure that the Minister will comment on that as well.
Returning to the previous intervention, I hope the Minister will give some assurances, because there are obviously none in the Bill. I hope that moving in the direction of the Law Commission setting up a review of the sector and of the two pieces of legislation he wrote to me about that need review will bring the rules and legislation on co-operatives, mutuals, associations and friendly societies up to date with what is seen as best practice across Europe. Italy, France, Spain and Germany are far more advanced in how they help the sector, in terms of both taxation and the way in which organisations are viewed and are able to expand.
Gareth Thomas (Harrow West) (Lab/Co-op)
My hon. Friend has done an impressive job of getting his Bill to this stage. He will know that one problem with increasing access to capital for mutuals has been the roadblock of His Majesty’s Revenue and Customs. When the Minister reflects on the question raised by the hon. Member for Gloucester and on the contribution of my hon. Friend, will he clarify whether he has instructed HMRC to co-operate fully with the Law Commission’s work? If it does not, we will still have a roadblock in terms of increasing access to capital for mutuals.
Sir Mark Hendrick
I concur totally with my hon. Friend.
Let me close by thanking you, Mr Mundell, and by thanking my colleagues for their contributions and for being present to support the Bill. I also thank everyone who has worked so hard to make it a success, including Peter Hunt and Mutuo, the Co-operative party, the co-operative sector, and the Minister and his Treasury officials. Only by working in a modern and supportive business environment will co-operatives, mutuals and friendly societies be able to make a full contribution to the prosperity of our country by serving the interests of customers, and, indeed, citizens.
Richard Graham
I should mention that I once worked for a mutual group and with co-ops, mutuals and friendly societies, Mr Mundell. That is, if you like, a declaration of historic interest.
Today’s Bill is indicative of the huge support for the sector from the hon. Member for Preston. He highlights the fact that co-ops, mutuals and friendly societies can still, and do, play a key role in modern finance. I congratulate him and successive Treasury Ministers on their partnership in bringing the Bill forward. In fact, everyone here is so supportive of the sector that we probably all qualify for the support of the Co-operative party—a recruitment opportunity that I hope it is alert to.
Richard Graham
Thank you.
On the substance of today’s amendments, will the Minister clarify the point I raised in my earlier intervention, about whether the constitutions of the different categories of existing mutuals allow for the distribution of any remaining capital to members where that mutual—and, by application, its members—has decided for whatever reason to wind up?
Will the Minister also clarify that mutuals can use some element of capital, if they wish, for the purposes of merging to create more scalability? As we know, the challenge for mutuals is to raise capital—that has been part of the weaknesses of one or two of the co-ops over the past decade—and, should they no longer be able to go forward, it is important that members do not necessarily lose everything they have put in.
Gareth Thomas
Is there not a risk that what the hon. Member is advocating would actually drive a coach and horses through the purpose of the Bill, which is to stop demutualisation and the distribution of assets to members? Any demutualisation is usually driven by the directors, who will benefit enormously from it. What the hon. Member appears to be suggesting risks creating a loophole that actually protects members in terms of demutualisation going forward. Has he not considered that possibility?
Richard Graham
Sure, but what I am trying to ensure is that that option is not ruled out where one small co-op could benefit from merging with a couple of others to remain mutual, rather than demutualising. That is the key point.
We have seen that in a slightly different way with credit unions. I helped merge a small credit union in Gloucester with a number of others in Gloucestershire to create one single Gloucestershire Credit Union. That enabled it to survive for another decade, although, sadly, it has now failed.
The key thing is that there are moments when even a mutual can benefit from additional scale by merging with other mutuals—specifically so that it does not need to demutualise. That is really my point, and I am sure the Minister will be able to shed light on the issue.
Sir Peter Bottomley (Worthing West) (Con)
I will raise a few points, but I am happy for the Minister to write to me afterwards, rather than trying to respond to them straightaway.
One question is whether the Bill applies to credit unions. I doubt it does directly, but I would say in parenthesis that the Minister ought to consider referring to the Law Commission the law on credit unions, to see whether there are ways in which we can fill the gap between credit unions, whose interest rates are strictly controlled, and other private lenders, whose rates can be enormously high. It seems to me that giving credit unions freedom to do more of their work more effectively and for a greater number of people is important. I also believe that it should be possible to confirm whether the law could be such that people could give money to credit unions as though they were giving to a charity.
Some of the questions that have been raised today are actually dealt with by the terms of friendly societies, co-ops and the like. They can transfer their assets to another one, if they fail. That is not covered in this Bill; this Bill gives permissive power, as the hon. Member for Preston told us. It does not deal with the challenge that it is possible to persuade members of a co-operative, mutual or friendly society to change their regulations to allow distribution—I think that is still within scope—but it means more difficulty.
In the LV= situation, members were asked to approve something; they could also be asked to change the rules. As far as I understand it, if a society, mutual or co-op uses this Bill when it is enacted, its provisions can be undone by the members. They are not fixed in concrete forever, but it means that those who intend to preserve the assets and stop them being given out can put a first roadblock in the way.
Marion Fellows (Motherwell and Wishaw) (SNP)
It is a pleasure to serve under your chairmanship, Mr Mundell. I am overawed by the experience of the other Members of this Committee. I welcome the questions that have been asked and I agree with the hon. Member for Preston that it is disappointing that not all of his ideas have been taken forward, and I put on the record our support for this Bill.
James Murray (Ealing North) (Lab/Co-op)
It is a pleasure to serve on this Committee with you as Chair, Mr Mundell. I begin by thanking and warmly congratulating my hon. Friend the Member for Preston on securing cross-party support for this important Bill.
Britain has a long tradition of fostering the principles of co-operation and mutual support. The histories of the Co-operative party and the Labour party in this country are closely entwined. That relationship was institutionalised in 1927, when the Co-operative party and the Labour party entered an electoral agreement to stand joint candidates in elections. Nearly a hundred years later, that agreement is going strong—as one of many Labour and Co-operative MPs, I can attest to that.
To this day, both parties continue to make the case for co-operatives and friendly and mutual societies. I have always been proud to work with the Co-operative party to promote the co-operative businesses that are leading the way in improving equality and productivity at work. As a shadow Treasury Minister, I am keenly aware of the role that co-operatives and mutuals play in trade sectors as diverse as agriculture, renewable energy, retrofitting, creative industries, manufacturing, distribution, wholesale, retail and financial services.
Those British businesses play such an important role in supporting working people across the country in gaining greater control over their lives. In the financial services sector for example, building societies provide people with a low-risk, member-focused banking alternative and research has shown that trust in building societies is consistently high. Building societies are also typically well capitalised, making the sector more resilient to financial shocks and better able to lend and plan for the long term.
At the same time, credit unions serve 1.9 million members and 2.1 million depositors across the UK. Currently, around £1.7 billion has gone out in loans to credit union members, providing a crucial lifeline to the most financially vulnerable in society and preventing people from turning to loan sharks and high-interest loans.
With the right support, the co-operative sector has the potential to provide solutions to many of the crises and challenges we face as a country, such as the cost of living crisis or climate change. But despite the distinctly British character and history of mutually and co-operatively owned companies, and the important role they play in promoting financial responsibility and resilience among their members, the sector’s needs have too often been ignored. The number of mutual credit unions has fallen by more than 20% since 2016. Ordinary families have paid the price, with many forced into the arms of unethical lenders. That will only get worse as the cost of living crisis deepens.
Unlike the United States and many other European countries, the UK is uniquely lacking in mutually or co-operatively owned regional banks, which could play a crucial role in providing the affordable credit that small and medium-sized businesses need to reach net zero. The growth of co-operatives in this country is being held back by a legislative and regulatory framework that is not designed for co-operative businesses. Given their unique structure, co-operatives, mutuals and friendly societies are often excluded from traditional investment methods.
Sadly, as we have heard, the sector is also under threat from demutualisation. There was celebration across the co-operative and labour movements last year when members voted to reject the controversial takeover of the insurer Liverpool Victoria by the private equity firm Bain Capital, yet demutualisation remains a real and present threat to the sector. That is why the provisions contained in the Bill are so important and will help to ensure that mutual capital is maintained for its intended purpose.
We welcome the Government’s support for the Bill, and we would like to use this opportunity to urge the Government to consider wider reform, such as giving co-operatives more freedom to issue perpetual capital to fund investment, to secure the future of this important sector. The Financial Services and Markets Bill, which is currently passing through the House, contains some welcome and long overdue provisions, such as enabling credit unions to offer a wider range of products, but if the Treasury wants to unlock the economic potential of the sector, it could go much further. That is why I hope that, alongside supporting this Bill, the Government will consider supporting the amendments tabled by my hon. Friend the Member for Hampstead and Kilburn (Tulip Siddiq) to the Financial Services and Markets Bill, which would give the regulators—the Financial Conduct Authority and the Prudential Regulation Authority—an explicit remit to report on how they have considered specific business models, including mutuals and co-operatives, to ensure they are given parity of esteem with standard providers.
It is time to radically reform the rules governing the sector, to give greater flexibility and to allow mutuals and co-operative financial services to grow. The Labour party and the co-operative movement share a commitment to building a society in which power and wealth are shared fairly. That is why the Labour party and the Co-operative party have agreed an important ambition for government: we will double the size of the co-operative and mutual sector in the UK. We recognise that the Bill represents an important step toward achieving that aim, and we will be giving it our full support today.
The Economic Secretary to the Treasury (Andrew Griffith)
It is a pleasure to serve under your chairmanship, Mr Mundell, and it is always a pleasure to follow the hon. Member for Ealing North. I congratulate the hon. Member for Preston on reaching Committee stage with this important Bill and on the role played by him and his team in championing the needs of the mutuals sector. I also congratulate my predecessor, my hon. Friend the Member for North East Bedfordshire, who did so much to pilot the Bill in its early stages and has given it his wholehearted support. It is always a pleasure to work with him, and I am pleased that we can take it forward.
I am pleased with the warm reception that the Bill has received right across the sector and on both sides of the House. A number of my colleagues look forward to their membership of the co-operative movement, and would it not be a wonderful thing if the co-operative movement once again graced both sides of the House? I always pay tribute to my thought leader in this space, my hon. Friend the Member for Devizes, who has consistently advocated the benefits of a place-based approach to policy. We continue to hang on his every word as to how we can make that a reality as we seek to level up the United Kingdom.
My hon. Friend the Member for Gloucester raised some important points. I will write to him with what I consider to be the best legal position on the perfectly fair points he raised in pursuit of facilitating transactions that would protect mutuals, and not seek to undermine them or create a loophole, which I am sure is not the spirit of what he suggests. Nor would the Government want to see that or support that.
Richard Graham
It was interesting that the shadow Minister, the hon. Member for Ealing North, raised an ambition to double, effectively, the size of the mutual sector. Although that is an admirable ambition, in an isolated sense, I think that there is work to be done on a review of the sector to see why some credit unions have failed, where the inability to raise capital is holding back the co-op and mutual movement, and what more can be done on some of the points mentioned by colleagues on both sides of the Committee to see where things are holding the sector back. Otherwise, the ambition in itself may not lead anywhere.
Andrew Griffith
I thank my hon. Friend for his point. It is a laudable ambition, which I am certainly happy to devote time to. Mutuals with the values of people in the community at their core are genuinely central to the vibrant, competitive and diverse—we are in favour of financial diversity—way in which the UK can serve the whole community. It is right that we look at how we do that, and how we can access capital. There are some technical points—I believe that Opposition Members understand that—in ensuring that we retain the tax advantages of mutuals, and do not inadvertently make them look more and more like corporate entities, which they are not, thereby prejudicing that tax treatment.
Gareth Thomas
I take the Minister’s point that there are some technical issues, but there has seemingly not been a great deal of will from HMRC thus far to try to find a way forward on them. Will he set out what instructions he has given to HMRC officials, perhaps to co-operate with the Law Commission, or whether separate work is being done within the Treasury to find a way around those technical issues? One of the things that came out of the LV= story—it was not a particular issue for LV=, but it certainly was for other mutuals—was that access to capital is holding back the development of friendly societies and their ability to offer more wide-ranging products and services.
Andrew Griffith
I am sure that my steely-eyed colleagues at HMRC do not need any particular direction, but they will have some challenge from me. I have already started to engage in that space. The hon. Member will appreciate that the corpus of law in this area is substantial, and that we should proceed cautiously. I will come on to the Law Commission, and perhaps that can be—
Gareth Thomas
There has not been a problem with their being cautious; the problem has been getting them to do something.
The Chair
Order. We cannot have a conversation. The hon. Member should either intervene or not.
Andrew Griffith
I also associate my remarks with those of my distinguished friend and neighbour, my hon. Friend the Member for Worthing West, about the potential for the sector. He too made the point about its important contribution to a diversity of models, and potentially looking at the cap on the rates that mutuals can attract. Particularly in an environment of rates moving around, we should look at that with an open mind, and I will continue to do so. I am sure that the hon. Member for Preston will continue to be a doughty champion for the sector, and I look forward to engaging with him going forward. I know that the Bill does not go quite as far as he would like. It is great that we have such strong ambition, but I do not think that we should let the perfect be the enemy of the good. We should celebrate this really important concrete step, which will prevent the predation of demutualisation.
More widely, the Government are supporting credit unions through the Financial Services and Markets Bill, as the hon. Member for Ealing North reminded us. It would be good to see a higher number of them. As he knows, they are regulated by the Credit Unions Act 1979, which the Bill amends to allow for a significantly wider range of products and services, including for the first time hire purchase agreements, conditional sales agreements and insurance distribution services—the ability to act as a distributor of insurance, helping both the reach of those products and their own financial growth. That will be of genuine benefit to members.
The Government are also helping building societies, another part of the broader mutual movement, to expand their opportunities for growth by ensuring that they operate within a modernised legislative framework. We have concluded our consultation on the Building Societies Act 1986 and look forward to how we will respond to it to help that important part of the sector.
Gareth Thomas
Will there be an opportunity for the House in some way to consider whether the scope of the review is as wide-ranging as those of us who are advocates of the sector across parties think is necessary?
Andrew Griffith
I am always happy to engage with the hon. Member. The simple answer is that I do not know whether it is for the House to engage, but I am happy—I hope my actions to date speak as loudly as my words—to engage on what that scope should be. I certainly assure him that, before the launch of a review, the sector will be consulted. If hon. Members have particular points to make, I am keen to hear them.
The future of mutuality looks bright and prosperous. That ambition is supported by the Government. I commend the hon. Member for Preston for his work on the Bill. The Government will support it.
Sir Mark Hendrick
I am grateful for the co-operation that the Government have shown on the Bill through successive Ministers over the past four or five months. I am encouraged to hear about the co-operation of the Law Commission and the moves to be made to involve it in a review of the sector. I look forward to seeing what the review brings forward. In the spirit of what my hon. Friend the Member for Harrow West said, I hope that the House will get the chance to deliberate the outcome of the review and to produce future legislation that will go towards solving many of the problems that I identified in my original draft of the Bill.
This is not the Bill that I introduced, but a good chunk of it is there, and I am grateful for the asset lock that is being introduced. I hope that we can also work to deliver, in future, further aspects of my original Bill in order to reach what I think is a conducive and favourable environment for co-operatives, mutuals and friendly societies in this country. If we look at the examples of the sector in other countries, in particular in mainland Europe, we can see that we are well behind in the degree of contribution to the GDP of those countries, compared with the degree of the contribution to GDP of the sector in this country.
A lot remains to be done, but I thank the Minister for bringing forward that work to ensure that we can get there at some stage in the future. Thank you, Mr Mundell, and I thank the Minister, the Treasury team and everyone else present today to support my Bill.
Amendment 1 agreed to.
Clause 1, as amended, ordered to stand part of the Bill.
Clause 2 ordered to stand part of the Bill.
Title
Amendments made: 2, in title, line 1, leave out from “Make provision” to “to permit” in line 3.
This Amendment and Amendment 3 would amend the long title of the Bill to reflect that the purpose of the Bill is to permit the capital surplus of mutual entities to be non-distributable.
Amendment 3, in title, line 4, leave out—
“; to amend the Friendly Societies Act 1992”.—(Sir Mark Hendrick.)
See the explanatory statement for Amendment 2.
Bill, as amended, to be reported.