Corporate Governance and Insolvency

Laura Pidcock Excerpts

Tuesday 20th March 2018 Commons Chamber

[Laura Pidcock (North West Durham) (Lab)]

I thank the Minister for advance sight of his statement and for making it in good time.

There are two substantive proposals: on clawback and on disqualification of directors. There is, however, already provision in insolvency law for clawback of assets, for example assets sold at an undervalue. There is also provision in company law for disqualification of directors due to incompetence or recklessness. The proposals set out by the Minister on clawback are extremely unclear. Can he explain how these provisions add to existing rights, rather than repeat them?

Secondly, there are a number of much vaguer promises. What do these mean? On giving the Insolvency Service new powers to investigate directors of dissolved companies, what will these new powers be and how would they militate against reckless behaviour? There is also the consideration of the legal and technical frameworks within which decisions are made on payment of dividends and how that can be improved and made more transparent. What does that mean? How can it be made more transparent, and how would greater transparency protect against greed and excessive payment of dividends, as we saw with Carillion? Then there is the strengthening of the role and responsibilities of shareholders in stewarding the companies in which they have investments, and, again, that is vague. What does it mean? Frankly, these are meaningless platitudes.

Thirdly, the Government again appear to be consulting, rather than acting. Do the Government agree that it is time for action, not consultation? They are also consulting on the Taylor review, which in itself was a consultation. What good are these consultations to people currently working in companies providing public services at risk of collapse?

Fourthly, the Government are certainly not known for being proactive; rather, they are always mopping up after the event. None of these problems is new. Companies going insolvent and leaving pension deficits and asset-stripping is not novel; we need only look at the case of BHS. These are problems that the Government should already have anticipated. Why has it taken the Government until now to begin to act, and why do they take only tentative steps?

Fifthly, we must have a bolder and more imaginative approach to corporate governance. Large companies are not the toys of directors and shareholders. They do not exist merely to make a small group of people excessively wealthy. They are the product of the hard work and effort of their workforce and suppliers, and they provide services that the public use. Short-termism is often at the heart of shareholder decisions. How do today’s proposals safeguard the long-term interests of companies, for the workforce and for the public good?

Sixthly, have the Government made any assessment of the viability of Interserve and any companies with public sector contracts? What steps are the Government taking to ensure these companies do not collapse? Will the Government institute project bank accounts for major public construction projects, mandate and enforce payment of public sector contractors within 30 days and set up a new model that allows them to step in when construction companies collapse, all of which Labour has called on the Government to do?

Lastly, how would any of these proposals meaningfully have helped the workers, pensioners and suppliers of Carillion? The amount paid in dividends at Carillion was the same as the pension deficit over the same period. Have the Government done any assessment of what more the workers, pensioners and suppliers would have received under these new plans, and if not, why not?

[Andrew Griffiths]

A little like a machine gun, those questions came thick and fast, and I thank the hon. Lady for them, but I am somewhat surprised. When Carillion went into insolvency the hon. Lady and her partner the hon. Member for Salford and Eccles (Rebecca Long Bailey) demanded that we learn the lessons from the Carillion failure. Today, just a few weeks later, we have come forward with proposals to prevent something similar from happening, yet she criticises us for a failure. Her colleague the hon. Member for Salford and Eccles criticised us in Labour’s press release today for yet another consultation, and then said that Labour has

“launched our own review into corporate governance”.

The Government’s measures will make a massive difference to prospects and the way in which our companies are regulated, to ensure a more robust and accountable regime within the boardroom. The hon. Lady fails to mention the fact that yesterday the Department for Work and Pensions brought forward a White Paper that introduces a huge number of extra regulations and gives powers to the Pensions Regulator to impose punitive fines, civil fines, criminal sanctions, and director disqualification. The hon. Lady asks what we have been doing during our time in office: we brought in pay ratio reporting, a new register of companies for significant shareholder opposition, and we have strengthened the voice of the employees and representatives in the boardroom.

The hon. Lady talks about Interserve. It would be inappropriate for me to give a case-by-case running commentary on the financial probity of private businesses, particularly as that could impact on their share price. I am sure somebody of the hon. Lady’s experience will understand that.

The hon. Lady talks about project bank accounts. As she will be well aware, in January, the Government consultation on project bank accounts closed, and we will be making our proposals in the coming weeks. She talks about payment in the public sector, and I can inform her that the special manager in relation to PwC has already agreed that companies providing services to Carillion will be paid within 30 days, and that is a requirement for all contractors who accept Government contracts. We will make further proposals about how we can improve that and make it robust.

The hon. Lady talks about disqualification. Directors can be disqualified for up to 15 years, and that prevents them from acting as a director, and taking part directly or indirectly. Anyone contravening a disqualification is committing a criminal offence, so these are real punitive powers.

The hon. Lady talked about dividends. There is nothing wrong with healthy companies paying dividends. In fact many of our pension schemes rely on the profits paid from dividends. The hon. Lady talks about dividends as if they are a dirty word, but in a healthy business they are something to be applauded.

The House can be reassured that this is just the next step in a robust, detailed, full review of our corporate governance regime to make sure that we protect the taxpayer, the pensioners and the workers in all those companies who do such a good job.