§ Order for Second Reading read.4.30 pm
§ The Secretary of State for Trade and Industry (Mr. Norman Tebbit)
I beg to move, That the Bill be now read a second time.
The Bill is short, it is concise, it is straightforward and I shall briefly explain the detail of its provisions later in my speech.
I have to say, however, that although we are starting a little late, my speech will be a little longer than I would want because I want to go back through the history of this matter. In order not to lengthen it unduly, I hope that the House will excuse me if I am not quite so free as I sometimes am in giving way to hon. Members.
First, I want to deal with the principle behind the Bill and explain why it is not merely desirable, but well-nigh essential, that it should be enacted. The importance and the value to our economy of the City is well known and well understood. The stock exchange is a vital part of the complex of activities included in that portmanteau word "City". Too much attention is given to the froth of activity of the stock exchange, to the solely speculative activity that is sometimes engendered, often by over-reaction to news, whether good or bad, or sometimes indifferent, about the national and world economies, or the performance and prospects of particular firms or sectors, but no one should believe that that froth is all there is to the stock exchange. It would be just as bad to confuse what is said from the rostrum or, indeed, the platform of the Labour party conference with the thoughts and ideas of quite normal people who support that party at the polls.
A principal role of the stock exchange is to raise finance for commerce and industry. Because of its history, its ability and its enterprise, United Kingdom companies can look to the stock exchange for a greater proportion of their financing needs than those in other European Community countries. To the continuing satisfaction of successive Chancellors, it provides a large liquid market for gilts.
Perhaps nowhere else in the world has a more effective system for the funding of Government borrowing than we have in our stock exchange, and while I admire and support the determination of my right hon. Friend the Chancellor not to put too large a bucket too often in that pool of liquidity, I suspect that he will make an occasional haul for a year or two to come. Because it is a liquid market, there are both willing buyers and willing sellers, and the stock exchange provides the mechanism for investors, not least the institutions, notably the pension funds, to satisfy the needs of their members to turn cash savings into other forms of assets.
The stability, the competence, the size and the integrity of our stock exchange all have attractions for overseas clients, which has made it a substantial foreign exchange earner. All this underlines the need to ensure that the stock exchange works effectively and in the interests of the buyers and sellers who use it as a market, and I suppose this is where an element of worthwhile and serious controversy creeps in.
185 To function effectively as a self-regulating body, the stock exchange must have rules. Those rules are bound to affect competition amongst the dealers acting within the exchange and, quite clearly, unless an exception is made those rules must fall within the provisions of the Restrictive Trade Practices Act 1976.
Despite the offer of the stock exchange to undertake a review of its rules, in which the then Mr., now Sir Nicholas, Goodison said thatThe Government and the Bank of England would have more certain control of the outcome",the then Minister of State for Prices and Consumer Protection decided in February 1979 to refuse the request of the stock exchange that it should be removed from the scope of the legislation.
As a result, the stock exchange agreement—its rule book — which had been registered with the Director General of Fair Trading in October 1977, was, in the exercise of the Director General's statutory duty, referred to the Restrictive Practices Court. Even then, one danger inherent in that line of action through the court became apparent. It was that the court would be obliged to consider each alleged restrictive practice created by the stock exchange agreement—the rule book—and, if it saw fit, to strike it down. But there was no obligation on the court or the Office of Fair Trading to construct a new rule book to ensure the continued effective working of the stock exchange. As the House knows, proceedings were initiated, to the joy of the critics of the City, and, by the look of the legal costs, I suspect amid scenes of rejoicing in the legal profession.
§ Mr. Nicholas Budgen (Wolverhampton, South-West)
A great deal has been made of the cost and justification for the deal, but is it true that the cost to the taxpayer would not have exceeded £500,000?
§ Mr. Tebbit
I am not sure what the cost would have been. We have not had the case and it is difficult to know how long it would have gone on and what the cost would have been, but I am told that it is estimated that the Bill will result in a saving of public expenditure, primarily on legal costs, of about £500,000.
After the 1979 election the stock exchange hoped that the incoming Secretary of State for Trade would reconsider the case that had been put to his predecessor. However, Sir John Nott, as he now is, was not persuaded that he should take the case out of court and he made known his decision on 23 October 1979 at columns 229–31. The date is important. It is over four years ago, and it was only eight months after the decision by the hon. Member for Norwood (Mr. Fraser), the previous Minister.
My right hon. Friend expressed his recognition of the value of self-regulation, but said:We must not assume that the … Court is not as capable as other bodies of making a sensible finding in the public interest".In reply to my hon. Friend the Member for Harrow, East (Mr. Dykes) he said:However, clearly I am always prepared to receive representations about exemption orders, and if some dramatic situation arises I shall be willing to see my hon. Friend at any time". —[Official Report, 23 October 1979; Vol. 972, c. 230–31.]It is fair to say that nothing dramatic happened in the four years between my right hon. Friend's decision and that of my right hon. Friend the Member for Hertsmere (Mr. Parkinson). However, more to the point, nothing has 186 happened, and that is dramatic in itself. One can concede that by 1979 the stock exchange was in need of change in order to continue to carry on its business and discharge its responsibilities to investors. One can concede that in a swiftly changing world there were some signs that the stock exchange rule book might itself become ossified. But, as a consequence of the reference to the court, it has become petrified, not in the sense of being afraid, but of being set into stone, unable to change to meet the challenges of a changing world.
Let me express this not in my words, but in those of Mr. Hamish McRae of The Guardian. I do not know Mr. McRae. I doubt whether he is a member of Militant Tendency or of the Conservative party either, so let us excuse him on this occasion at least from any suspicion of partisan bias. On 19 July he wrote:There are a number of perfectly sensible reasons why the Office of Fair Trading's action against the Stock Exchange should indeed be stopped. You can argue, as the Exchange has, that a court of law is not the best place to determine how a complex organism like a securities market should be run.By its nature a court is a place of conflict, and even the OFT would presumably accept that the chances of nailing the optimal solution there were pretty small.The worry is that if the Exchange does not voluntarily end not only its rules on commissions, but also modify radically its jobber/broker split, it will find itself missing any major part in the next great boom in finance: international securities trading.For the last three or so years, the whole thrust of the Exchange has been defensive.Little loopholes in its regulations have been permitted, but every loophole has had to pass a test of whether it will weaken the Exchange's case with the OFT.He went on to point out that the stock exchange, and therefore the United Kingdom, was losing business to other institutions abroad because of lack of change.
I am not saying that I would necessarily agree with Mr. McRae on all the changes that he might think right, not least because I am sure that many people more expert than I, or even Mr. McRae, might have differing and even changing views, but I am sure that he is right on the main issue. Indeed, the Royal Commission on the City, chaired by Lord Wilson, expressed similar fears in chapter 8, paragraph 366, of its report.
The fact is that the stock exchange agreements have been petrified—turned into tablets of stone—at a time when change is needed because the stock exchange has been unwilling to prejudice its case in court. In short, in the four years since Sir John Nott's decision, it has become clear, first, that the doubts whether the court is the right place to resolve these issues have become stronger rather than weaker and, secondly, that instead of facilitating change, the action has become a serious and chronic barrier to change.
When my right hon. Friend made his statement in July there were some misgivings over the likely adequacy of the response from the stock exchange. There are now many people who express concern lest the pace of change since my right hon. Friend broke the legal logjam may become too swift.
I remind the House what has happened. My right hon. Friend the Member for Hertsmere recognised that the balance of argument had decisively changed. That was why he concluded that he should seek an early resolution out of court if, but only if, the stock exchange would make changes to meet the main concerns of the Director General of Fair Trading and some other critics.
The reaction to my right hon. Friend's statement of 27 July was predictable, but had the critics of my right hon. 187 Friend considered matters more coolly they would have recollected that there was nothing unprecedented in seeking to reach an accommodation with the stock exchange to see whether there was a basis on which it could be exempted from the Restrictive Trade Practices Act. Successive Governments have recognised that there are some types of agreement for which the procedures in the Act are inappropriate.
To the satisfaction of the custodians of the vested interests of trade unions, for example, agreements in the sphere of industrial relations between trade unions and employers are outside the scope of the Act. Need I remind the lawyers and accountants on both sides of the House that, by and large, the learned professions are excluded?
§ Mr. Tebbit
Indeed, and when this measure is enacted it will he a statute which exempts the stock exchange, and I regret that the hon. Member for Blyth Valley (Mr. Ryman) has not understood that. Therefore, it is in line with the way in which we have treated others that we should consider whether the stock exchange should be treated in that way, provided that we obtain the necessary changes.
§ Mr. Ian Wrigglesworth (Stockport, South)
Does the right hon. Gentleman agree that there is a great distinction to be drawn between the stock exchange, which is supposed to be a market—and we have a Government who say they believe in competition — and the legal profession and the other bodies that he mentioned?
§ Mr. Tebbit
The hon. Gentleman may think that there is no comparison between the legal profession and the exemption that is given to trade unions and employers who make industrial bargains. Merely because the two are not alike does not make the case that they should not each be exempted. I am surprised that the hon. Gentleman should fall for a legal fallacy of that kind.
§ Mr. Budgen
Does my right hon. Friend think that there is any distinction between making an exemption in the original Act and exempting persons who are the subject of proceedings while those proceedings are in process?
§ Mr. Tebbit
There is a difference between the two, and my hon. Friend knows that full well. I am saying, first, that it is justified to exempt the stock exchange, on any criteria. Secondly, I am saying that the fact that the action has been going on in the courts for a considerable time means that we have had four years during which the stock exchange has been unable to change. It is clear to most unbiased observers that the court is the least likely place now in which to get a satisfactory resolution of these matters. That makes the case also for ending the action in the court. The two matters are separate, but they are both equally valid.
§ Sir Kenneth Lewis (Stamford and Spalding)
I may have an even better example for my right hon. Friend. I have with me a leaflet entitled "Package Tours" bearing an attractive drawing of a girl in a bikini on holiday, and at the top in the righthand corner are the words, "The Office of Fair Trading". This was a deal which the Office of Fair Trading did with the travel industry to exempt that industry from going to court. The rules that were applied 188 by the travel trade were effective and had it gone to court the result might have proved harmful to the business and the consumer. That example is on all fours with what my right hon. Friend is suggesting today.
§ Mr. Tebbit
My hon. Friend underlines the point, and I am grateful to him for doing so. We required necessary changes to be made as part of the bargain under which the action was to be ended and the stock exchange was to be exempted. Let us consider what has been done.
§ Mr. Bryan Gould (Dagenham)
The right hon. Gentleman has skilfully conveyed the impression that the rebuttal of the stock exchange request for exemption dates back four years, to the time of Sir John Nott, as he now is. However, he has skated over the fact that repeated requests were made on the issue and that repeatedly successive Secretaries of State refused it, until very recently.
§ Mr. Tebbit
The hon. Gentleman must also understand that time has been passing and that the arguments that I have adduced have become stronger. He must also understand that life does not stand still, ossified in the way in which he would ossify the stock exchange agreements.
For the first time, lay members will be appointed to the council of the stock exchange. They will account for up to 25 per cent. of the council and will be appointed by that council, with the approval of the Governor of the Bank of England. At least five lay members are to join the council by the end of next month.
Secondly, a new membership appeals body, entirely independent of the stock exchange members of the council, is being established. If the council objects to an applicant for membership, the appeals body will be able to review the decision, and if the applicant meets the requirements it will be able to overrule the council's decision. The appeals body can include lay council members, but stock exchange members are themselves ineligible. Thirdly, on the exchange's existing appeals committee on disciplinary matters, people who are not stock exchange members of the council will constitute a majority.
These changes will allow the influence of stock exchange users to be felt at the centre of policy making in the exchange. They will also ensure that refusal of, or admission to, membership of the exchange is seen to be objective.
A further change — the details of which will, I understand, be announced in a day or two—is being made, and I mention it because even expectation of it is already having its effect, making it easier for member firms of the exchange to attract outside capital. It will be possible for non-members of the exchange to serve as non-executive directors of limited corporate members of the exchange, provided that there is a majority of directors who are stock exchange members.
This provision further liberalises existing rules which allow any single non-member to own up to 29.9 per cent. of the capital of limited corporate members, provided that the executive directors remain members of the stock exchange. However, the part of the agreement reached by the stock exchange that has attracted the most attention —and deservedly so—is the undertaking to dismantle the rules that prescribe for minimum scales of commission.
189 The council has already announced its decision to abolish minimum commissions for overseas securities, and the relevant rule changes will take effect at the beginning of April 1984. It is considering various options for the other steps that it will need to take before 31 December 1986—the date by which it has undertaken to dismantle minimum commissions completely.
In July my right hon. Friend the Member for Hertsmere and most others envisaged a staged and gradual dismantling. It may well be that all the remaining scales will be removed together once the groundwork has been completed. That is the so-called big bang approach, and it was the manner in which it was done on the New York stock exchange some years ago.
The effects of breaking the logjam have already been remarkable. The impetus for change seems to be growing, as an unprecedented open debate has been sparked off by the decision to ask Parliament to take this case from the court. I welcome that debate.
§ Mr. Peter Tapsell (East Lindsey)
Before my right hon. Friend leaves this section of his speech, can he say whether the provisions to which he has just referred, whereby the maximum stake that an outside member can take in a stockbroking firm is 29.9 per cent., will be built into statute and made part of the law, because, if not, the pressures to extend that will become irresistible and will have the ultimate effect of transferring control of many stock exchange firms into the hands of America, Germany and Japan? That is my chief concern about these proposals and their long-term effect.
§ Mr. Tebbit
I expect that the statute will be closely aligned with the Bill. The Bill cannot make such a provision and such a legislative provision would not be likely to be in the best interests of the stock exchange. That will be for the stock exchange and its rules will be watched by the Bank of England and others.
It is not only, or indeed primarily, for the Government to take the decisions about the long-term future of the securities industry in this country. I have no wish for the Secretary of State to plan and regulate the market. It is a task for those more expert in setting up the securities market and for those who wish to trade in it. I am sure that my hon. Friend the Member for East Lindsey (Mr. Tapsell) will play his part in that as a member of the exchange. My interest is threefold. I wish, first, to ensure that the stock exchange continues as an effective market in which industry and commerce can seek finance, the Government can issue gilts, and, from time to time, liberate state industries into ownership by the public; secondly, to see the investor properly served and properly protected, and, thirdly, to foster the London market as a contribution to our invisible exports.
§ Mr. Anthony Beaumont-Dark (Birmingham, Selly Oak)
To return to the point made by my hon. Friend the Member for East Lindsey (Mr. Tapsell), are we to understand that the Government would stand by, indifferent to whether the great power of the City of London was transferred to the Japanese or the Germans? Are we reaching the stage where, for the sake of competition, we are willing to sell out control of the City?
§ Mr. Tebbit
My hon. Friend must understand that the Government do not own the firms that might be bought or might offer themselves for sale. My hon. Friend may be 190 saying that he believes a number of his colleagues in the exchange will want to sell out, but it will be difficult to stop them doing so. I shall say only that the Government will continue, alongside the Bank, to keep a close eye on what goes on and will judge reactions in the circumstances of the day.
Some of the most important and intense debates since the Government's intentions were announced have centred on the future of single capacity. Both inside and outside the exchange, many believe that single capacity cannot long survive the introduction of negotiated commission. Single capacity has been a clear and well-understood way of protecting investors against unfair trading practices. However, if the stock exchange and its users decide that separation of capacity must go, it is not for me to stand in their way. My interest is not in the ending or preservation of single capacity, but in safeguards for investors. I should want adequate safeguards to be in place before any change from the single capacity system was made.
Clearly, investors will demand adequate safeguards, and if they do not exist on the London exchange they will take their custom elsewhere. I have no doubt that the stock exchange is well aware of the need to be ready whichever way the market develops.
It has been said that the agreement reached with the stock exchange will benefit only the big institutional investor, leaving the private client at a disadvantage, but the big institutions often act for the small man—notably the pension contributors and unit trust holders.
The hon. Member for Yeovil (Mr. Ashdown) laughs at this. He seems to think that it is funny to contemplate that there are small people concerned with pension funds, but there are. He may think that he is too big to cast himself in that role, but I suspect that he is a member of a pension fund.
I also suspect that the likely changes in the security markets may lead to the establishment of far more extensive retail outlets, which would benefit the private client. This could do much to promote wider share ownership and to reverse the continuing distancing of the small investor from the share market, which was confirmed by the latest stock exchange survey of share ownership. After the experience of the past four months, I should hesitate to predict the extent of these and other changes which we should expect to see.
§ Mr. Hugh Dykes (Harrow, East)
Does my right hon. Friend agree that the contrary conclusion might be feasible and acceptable, that the eventual demise of single capacity and the move to dual capacity could be accompanied by the strengthening of the total investor protection framework, provided that there were suitable elements in the security industries statute, say in 1985 or 1986, and appropriate amendments to the Prevention of Fraud (Investments) Act?
§ Mr. Tebbit
My hon. Friend is right, and the matter goes beyond that. As I said earlier, we would want to be satisfied that adequate safeguards were there. It is not for me to say what they should be, but if necessary the stock exchange could design them if it wished to change from the present single capacity system. It is essential that if single capacity goes it is replaced by other protections, and probably the maximum openness and transparency—if that is the current word—in dealings would essentially be among them.
191 I have said that I am determined to see international financial activity in London continue to make its contribution to the economy. Some have pointed to the interest generated in foreign financial institutions by changes in the stock exchange laws, and, like some of my hon. Friends, have implied that we have let loose a foreign invasion. However, there are already a number of United Kingdom institutions making overtures to stock exchange member firms. I suspect that my hon. Friends would wish to restrain me if I were to give undertakings that I would not allow foreign companies to buy other British assets. If I were to go too far down that road, my hon. Friends might begin to think that I was developing a siege mentality.
In any case, the foreign institutions bring some advantages for us. We might remember that the very names of many a notable firm on the British exchange have an un-English ring to them, reminding us of the benefits of allowing open access. By tapping the financial strength of foreign institutions we can enhance our existing preeminence, which is based on both history and skill. It is simply not true that by reaching an agreement with the Stock Exchange the Government have sold out the interests of the investor or the country to the interests of the City.
The substantial details of the Bill are all contained in clause 1. Subsection (1) describes the agreements that are to be exempted from the restrictive trade practices legislation. Subsection (1)(a) effectively exempts rules and regulations of the stock exchange which, for the purposes of the Restrictive Trade Practices Act, constitute an agreement between members of the exchange. Subsection (3) makes it explicit that this exemption includes the deed of settlement of the stock exchange and its rules, regulations and usages, as well as the recommendations made to members of the council.
Subsection 1(b) covers agreements involving the Government or the Bank of England. That arises because it is possible that the stock exchange might enter into an arrangement with the Government or the Bank during the monitoring arrangements that I mentioned, and that that arrangement might be registrable under the Restrictive Trade Practices Act. It would be inappropriate if such an arrangement should become registrable solely because the Government or the Bank were a party to it. Subsection (2) will require that the Director General of Fair Trading removes the present agreement of the stock exchange from the register of restrictive trade agreements and formally terminates proceedings that have already started in respect of that agreement. I have already referred to subsection (3).
This short Bill removes the rules and usages of the stock exchange from the scope of the Restrictive Trade Practices Act. This does not shield the exchange from the need for change, but frees it to respond to that need. Change, under the spur of international competition and the needs of users, is inevitable. As recently as July there was a fear that the change would be too slow. Now our critics fear that the change is too swift. The purpose of the Bill is to expedite that change to ensure that it is governed by the needs of the market, and to ensure the continued preeminence of the London stock exchange in the interests of investors and those seeking to raise finance and, above all, those of the country.
192 As I commend the Bill to the House, it would be appropriate to do so in the words of the leading article in The Times today:A Government and Party that believes in the virtues of a free market economy and in wider share ownership as a barrier to corporatism should have no doubt that the right course is the one set by Mr. Parkinson on July 27.
§ 5.2 pm
§ Mr. Peter Shore (Bethnal Green and Stepney)
The House has awaited with some expectation the Second Reading of the Bill, and especially the Secretary of State's speech. The Bill relates to the exemption of a network of restrictive trade practices from the purview of the Restrictive Trade Practices Act, and, in place of an independent court examination and judgment, to substitute a deal, whether or not made in smoke-filled rooms, struck between the chairman of the stock exchange council and the former Secretary of State.
A special irony and relish is added to the debate with the arrival, since the initial decision, of the present Secretary of State, whose reputation is substantially founded upon his bitter enmity of the doctrine of self-regulation. We asked ourselves how the sworn foe of the closed shop and of the demarcation agreement — the apostle of a free market in labour—would react to those terrible practices when undertaken not by industrial or white-collar trade unionists but by the gentlemen in pinstriped suits who trade on the stock exchange. We know now. There is a new style for the new job, and a new policy for the new Department. The hawk of the Department of Employment has become the dove of the Department of Trade and Industry. The right hon. Gentleman—tiger turned pussy cat—has tamely accepted the decision of his predecessor, and we must now face this truly astonishing Bill.
§ Mr. Tebbit
The right hon. Gentleman and I have longer memories than he tries to pretend. He will remember that the motto of the stock exchange isMy word is my bond.He will also remember that the solemn and binding agreements that he and his colleagues made with the trade union movement were torn up and thrown back at them as the unions spat in his face during the winter of discontent.
§ Mr. Shore
That is an interesting, although surprising, affirmation of the right hon. Gentleman's faith in voluntary arrangements and agreements. We note it, and we hope that he will not have reason before long to regret the trust that he offers so freely to the stock exchange.
The Secretary of State must know that he is intervening in the due process of his own legislation and is trying to withdraw from the examination of the Restrictive Practices Court a range of admittedly restrictive agreements which it is the court's statutory duty to decide, after receiving written and oral evidence, hearing cross-examination and after its own deliberations, are or are not in the public interest.
No one could argue that this is not important. The scale of the stock exchange's activities, and the serious issues raised by changes in those activities, made this the most important case that the court has been asked to consider. Yet, after four years of preparation, with hearings due to commence at the beginning of next year, the Secretary of State and his immediate predecessor thought fit to abort 193 the proceedings, to expunge the reference and, through an Act of Parliament, retroactively to validate their arbitrary interventions.
I can find no precedent for such an exercise of ministerial power. On many occasions Ministers have disagreed with court decisions and have sought changes in the law or, where they have had the necessary power, to delay enforcement. However, one can search deep in the annals of parliamentary history—there are none to be found in the records of the restrictive practices court—before one finds a case where Ministers have intervened so flagrantly to frustrate a judicial procedure once the process has started. On that account alone, this intervention is a scandal. Its effects will be far-reaching, and it will undermine whatever standing the Office of Fair Trading still has. It will devalue the court and the law itself. It will provide a precedent and an encouragement to every organised interest group to seek exemption from legislative scrutiny. It will damage, probably irreparably, the remaining credibility of the Government's competition policies.
The Government's astonishing action is even more astonishing because it proclaims a complete reversal of Government policy. The Secretary of State set out the history, and I shall retrace some of the ground. The original reference was made by a Labour Secretary of State in early 1979. The new Conservative Government later that year, whose Ministers were inundated with stock exchange and City memoranda urging withdrawal or exemption, considered the matter carefully, frequently and at length, and decided to proceed. On Second Reading of the Competition Bill on 23 October 1979, Sir John Nott, as he now is, the then Secretary of State for Trade said in reply to a question from one of his hon. Friends:Several months ago the Stock Exchange requested that its agreement should be removed from the scope of the legislation on the ground that the Restrictive Practices Court is not an appropriate body to investigate its activities. There has been a considerable amount of correspondence between Ministers and the Stock Exchange and a great weight of evidence has been passed between us.However, having read the considerable correspondence and evidence, the Secretary of State stated:I regret to tell the House that I cannot meet the request of the Stock Exchange." — [Official Report, 23 October 1979; Vol. 972, c. 230.]He then asserted his confidence in the competence of the restrictive practices court in the terms quoted earlier by the Secretary of State.
That does not tie in with the picture of an inexperienced and worried Secretary of State inheriting the policies of his Labour predecessor, not having enough time to weigh properly the issues involved and therefore making a rash and mistaken judgment. The decision was considered carefully after representations and was adhered to.
However, having further declined the invitation to lay an exemption order, and obviously conscious of stock exchange representations and of the complexity of the reference, the then Secretary of State conceded amendments to the Competition Bill that were designed to meet the special problems of the stock exchange. Those amendments to new clauses 18 and 19 were moved and carried in Committee on 13 December 1979. The then Under-Secretary of State, the right hon. Member for Gloucester (Mrs. Oppenheim), stated:The amendments are designed to minimise the chances of … disruption …. New clause 19 is designed to allow the court, at the request of the parties concerned, to suspend its 194 declaration, that a restriction operates against the public interest, beyond the automatic period set out in new clause 18. This further suspension may last for no more than six months, subject to an additional suspension of no more than three months. That provides a possibility for nine months in all." — [Official Report, Standing Committee B; 13 December 1979; c. 676–7.]These clauses were tailor made to meet the principal stock exchange objection that an adverse court ruling, with immediate effect, would prove disruptive. The Government not only wrote into the new clauses the major extensions of time—up to nine months—before any court decision need come into effect, but specifically envisaged a process of resubmission of the amended agreements which could have extended the initial nine months' delay period almost indefinitely to allow for resubmission and for phased and managed change. The decision to proceed with the court reference was not made just by the then Secretary of State, but was upheld by the two previous Secretaries of State for Trade—the present Leader of the House and Lord Cockfield, who is now the Chancellor of the Duchy of Lancaster.
§ Mr. Tim Smith (Beaconsfield)
Is this history relevant? Is not my right hon. Friend's decision vindicated by the fact that in the four-year period that the right hon. Gentleman is describing nothing has happened, whereas during the past three months many changes—some have said too many—have occurred?
§ Mr. Shore
The joke and the irony is that the changes that have been taking place during the past three months were those which the opening statement of the previous Secretary of State was designed to prevent.
To claim the credit for the unintended consequences of a rash and bad decision is the feeblest part of the Secretary of State's defence today.
No fewer than four Secretaries of State thought that this was the correct way to proceed. We were informed not long ago in one of our Sunday newspapers that the Prime Minister wrote to the Wilson committee upholding and confirming the decision by Mr. John Nott, as he then was, to refer this case to the Restrictive Practices Court. As we recall,the lady is not for turning.No fewer than three Conservative Secretaries of State and their able predecessor received endless complaints and submissions for stock exchange exemption and withdrawal and decided that examination by the court was the correct policy to pursue.
After the 1983 general election everything changed. We had the brief incumbency of the Secretary of State for Trade and Industry, the right hon. Member for Hertsmere (Mr. Parkinson). To those aware of the background, his statement of 27 July was a bombshell. Apparently, all his predecessors had got it wrong. The court's examination had suddenly becomea completely unnecessary and expensive action, from which only the lawyers would in the end have benefited".—[Official Report, 27 July 1983; Vol. 46, c. 1196.]The right policy was, therefore, to withdraw the action forthwith and to legislate to accomplish it. The Bill makes it plain that the withdrawal of the stock exchange from the purview of the Restrictive Trade Practices Act and of the court is complete and immediate, and the possibility of all further references is to be debarred by the Bill. In its place, there was an agreement between the Secretary of State and the stock exchange chairman under which certain changes were to take the place of the court's examination.
195 Why did the Secretary of State undertake this extraordinary U-turn? Wicked journalists, like those who write editorials in The Guardian, have offered three explanations. First, the Government's thumping majority of 9 June and the new arrogance of Ministers with large majorities had emboldened them to make this volte-face. Secondly, the Secretary of State, who was then also chairman of the Conservative party, had a special empathy and rapport with the City and the stock exchange not unconnected with their continued and total support for the Conservative Government; and thirdly, the old Tory habit of settling difficult matters over port at Brooks's had reemerged. These unworthy thoughts were echoed in the editorial in The Times today which states that theagreement with the chairman of The Stock Exchange would smell in some nostrils as Tory tribute for the City of London's massive financial support for Mrs. Thatcher's election campaign.
§ Mr. Shore
I am coming to the point where I shall willingly give way. No doubt the reasons were complex. It is clear that we can search the statement of 27 July without finding even a clue as to the satisfactory reason for the change. We have only the assertions:While these proceedings are pending, it is difficult for the Stock Exchange to make changes to enable its members to compete for business worldwide. There is also a danger that the legal proceedings within the framework of the Act may damage the effective operation of the Stock Exchange". — [Official Report, 27 July 1983; Vol. 46, c. 1194.]The Secretary of State gave a slight elaboration when he referred to the doctrine of the frozen and immobile stock exchange so frightened to make any move in its practices that the real world and its needs were passing it by. That is nonsense. Any serious body, including a well and expensively advised body facing such a protracted action, is not frozen into immobility. On the contrary, it is encouraged by the process of reference to the Restrictive Practices Court to make adjustments in its practices not merely to disarm the obvious and major criticisms that such a court may make, but to re-examine its practices and, where change is needed, to bring them into a new formulation. That is what the stock exchange has done.
§ Mr. Budgen
Has the right hon. Gentleman seen any explanation from Sir Nicholas Goodison, the chairman of the stock exchange, that he did not recommend that there should be some change in the rule book after the proceedings had started?
§ Sir William Clark (Croydon, South)
Will the right hon. Gentleman withdraw his accusation that one of the underlying reasons for the Bill is that there is massive support for the Conservative party by the City? Does he agree that of every pound spent by the Conservative party 80p comes from the doorstep and only 20p from large donations, whereas for the Labour Party, 85p comes from the unions and only 15p from the doorstep?
§ Mr. Shore
If the hon. Gentleman had been in his place a little earlier before this debate began, he would have heard my hon. Friend the Member for Walsall, North (Mr. Winnick) say, in introducing his ten-minute Bill, that over £2 million a year of company donations finds its way to 196 the coffers of the Conservative party. Those are direct, not indirect, funds for the Conservative party, so the hon. Gentleman does not have a good point.
§ Mr. Beaumont-Dark
I did not know that the Labour party was so keen on always going to law. Unless the right hon. Gentleman is equipped only with the views of leader writers, will he explain the advantage of going to law when an agreement can be reached now rather than in four years' time and which would probably allow more than the Restrictive Practices Court would have? Is it not better to have this matter dealt with now and quickly while change is taking place rather than waiting for years and spending millions of pounds on lawyers' fees?
§ Mr. Shore
I am not satisfied — nor were four Secretaries of State previously responsible for this matter—that changes of the kind that have emerged will be satisfactory or even whether it is proper to proceed in that way without a thorough and searching examination of the restrictive practices and the general practices of the stock exchange registered with the Office of Fair Trading. That seems a perfectly reasonable answer to that.
In his statement of 27 July, the then Secretary of State alluded to his discussions—agreeable and constructive with Sir Nicholas Goodison and negative and disagreeable with Sir Gordon Borrie — and outlined the proposals approved with the chairman of the stock exchange. They included the dismantling by stages of the rules prescribing minimum commission scales, continuation of the rules prescribing separation of the capacities of brokers and jobbers, the amendment of rules to permit non-members to serve as non-executive directors of limited corporate members of the stock exchange, to which I gather a small addition has been made, the introduction of lay members to the stock exchange council and the establishment of a new appeal body independent of the stock exchange as the final arbiter in disputes over membership.
The statement left unanswered the obvious question. If the amended rules and procedures of the stock exchange were such a notable improvement, why could not the revised rules be submitted to and examined by the Restrictive Practices Court? I see no reason — the Secretary of State has certainly given none today—why that procedure should not have been followed.
Why was there such a U-turn in July 1983? That question must also be asked of the stock exchange. Apart from some pretty minor changes, as I believe they will properly be judged, Sir Nicholas Goodison agreed to the removal of a central pillar of present stock exchange arrangements — the minimum scale of brokers' commissions, which is to be abolished by the beginning of 1987. What makes his agreement so puzzling is that the stock exchange's own written evidence to the court, published in March 1981, takes the view thatthe single capacity system is supported by and is dependent for its continuation upon a minimum commission structure for brokers' agency business. In the absence of such a minimum commission structure the maintenance of the main elements in the single capacity system, whereby the jobbers agree not to deal with non-members nor act as agents, and brokers agree not to act as jobbers and to bring all their agency business to the market, would become unworkable.Brokers who have traditionally acted as agents for those who wish to buy and sell securities and do not operate in the market on their own account would, in the absence of fixed commissions, be driven to act as principals themselves. Competition would reduce their numbers and 197 substantially scale down the range of services that they were able to offer clients. Further, once they became themselves principals problems of conflict of interest between their roles as principals and their traditional role as agents would inevitably arise. For their part, jobbers would be forced to deal not only with brokers, as they do today, but with clients outside the stock exchange. Once that happened, the whole system of stock exchange regulation would break down. The special role of jobbers in making a market would be only inadequately performed. Furthermore, the results would be seriously disadvantageous to investors. Apart from the point about conflict of interest, there would be the danger of "collusion and the creation of false marketsand the small investor, as opposed to the large institution, would be particularly disadvantaged.
Interestingly enough, the report of the Wilson committee to review the financial institutions, published in June 1980, substantially supported that part of the stock exchange case. It stated:the single capacity dealing system provides greater safeguards against dealing abuses than the systems adopted in other countries. Some of the conflicts of interest which are possible in circumstances where dealers are able to act as principals as well as agents and advisers are avoided and the competitive dealing system makes market rigging or collusion easier to detect.
§ Mr. Tapsell
I declare an interest as a member of the London stock exchange. The right hon. Gentleman's quotations from the stock exchange submission and the Wilson report are incontrovertibly correct. Those who for many years have sustained a campaign to abolish minimum commissions seem not to realise the extent to which they have put the future of our greatest national asset—the City—at risk. My question to the right hon. Gentleman, however, is this. Does he accept the thrust of the Wilson committee's arguments or not?
§ Mr. Shore
I will willingly and frankly reply to the hon. Gentleman's question. I have considered the Wilson committee's statement of case. I have also seen other statements, less fully worked out. Therefore, I cannot myself reach a firm conclusion, but that is the very essence of the debate. That is precisely why the whole matter was referred to an expert body with a considerable cross section of opinion and a large amount of evidence available to it. The whole purpose was to enable the public, the stock exchange, the City and the House to reach a rational judgment as to the best way for the stock exchange to conduct its affairs. What else does the hon. Gentleman think that the inquiry is about?
§ Mr. Tebbit
Is the right hon. Gentleman basing his case on the fact that the court is an expert body in relation to the stock exchange? If so, he is skating on rather thin ice.
§ Mr. Shore
I shall come to the importance, if any, attached by the Secretary of State to the workings of the Act of which he is now the custodian and the Restrictive Practices Court for which he has a special responsibility. He has already rubbished the court by withdrawing this reference from its purview. He has now rubbished it still further in his intervention.
What are the likely effects of the proposed changes? What does the Secretary of State expect to be the consequences of the abolition of brokers' minimum commission? Does he believe that the new arrangements negotiated by his predecessor will hold and that, contrary 198 to the stock exchange's own evidence, abolition can be combined with the maintenance of the single capacity system? We need answers to those important questions. Much as we admire the vast experience and commanding intelligence of Ministers currently at the Department of Trade and Industry, we do not believe that they know the answers or that they have more than a hazy idea of the likely effects. The reference to the court was originally made so that the effects could be soberly and seriously considered.
I shall try to shed such light as I can on these murky matters, drawing in part of the experience of the New York stock exchange. That exchange had a fixed commission system as recently as 1975. Sufficient time has elapsed since abolition to form a clear view of the consequences as they affected brokers, although that is a different structure. I deliberately and consciously make the distinction as to how they affected brokers.
We know that the average commission paid on institutional deals was more than halved by 1981, while those recorded for private business fell by about one quarter. This massive reduction in margins and brokers' incomes led, as one might expect, to a sharp curtailment in the advice and research services previously provided to investors by brokerage groups. The number of brokerage firms was massively reduced by liquidations and mergers. As the income of the brokerage firms in their stock exchange dealings fell, they diversified into other non-exchange business while large financial institutions invested heavily in the remaining brokerage firms.
Whether on balance these changes have proved beneficial to the total operations of the New York stock exchange or to investors, I do not know. I am not aware that any serious study has been made of the net effects. It is, prima facie, reasonable to expect something similar to occur in the brokerage end of our stock exchange.
The only serious examination that I have seen—this is an important part of my speech — of the possible consequences of the Government's deal with the stock exchange, entered into by the right hon. Member for Hertsmere is the paper published earlier this month by, in my view, that very authoritative body, the city capital markets committee. It made four major points about which the Minister has a clear duty to comment.
First, it presents convincingly the major difficulties that would be faced in any attempt gradually to phase out the fixed commission system. Its conclusion is that it will have to happen on an appointed day. That is what it describes, and which the Secretary of State referred to, as the "big bang". All it can advise is that clients and brokers should, in the meantime, work like beavers to construct whatever is the stock exchange equivalent of air raid shelters. That idea was clearly not in the mind of the Secretary of State's predecessor or in the mind of the chairman of the stock exchange when they made their transitional postponing agreement three or four months ago that the whole matter would have to collapse within a short period and be wound up on a single day.
§ Mr. Dykes
It is rather bizarre for us to contemplate the right hon. Gentleman defending the idea of fixed charges which are inherently a restrictive practice, even if they have good effects. Will he confirm, from the exigencies of the American experience, that moving to negotiated commissions did not intrinsically harm investors in any way?
§ Mr. Shore
The commissions most certainly fell. If that is the limited measure of success, it can be claimed to be successful. We are considering the future of the single capacity system, which is a much larger issue. Such a system is not just to be thrown away without proper scrutiny. How on earth can the House carry out such scutiny when only last year it insisted on introducing single capacity into Lloyd's because it considered as intolerable the position of people who acted both as underwriters and agents.
The second major point that the City capital markets committee addressed itself to was the issue of whether the abolition of minimum commission for brokers will entail the collapse of the jobbing system — the separate capacity agreement. Its conclusion is that under the new system of negotiated commissionbrokers may well come under compelling competitive pressures to preserve their business and make up for their reduced margins by trading as principals.Once brokers start trading as principals with their clients, jobbers will be prevented from transacting all the business of the centralised market.
In short, it concludes:we do not think it would be possible to preserve the present system of single capacity effectively by legislation against the background of these commercial pressures without an elaborate statutory structure.They are certainly not in favour of that.
It can hardly be said that this matter was anticipated in the July statement. We wish to know the Secretary of State's view about the advantages or disadvantages of this matter — or will he insist upon the neutrality of his earlier remarks that it is for the stock exchange to work it all out for itself?
Thirdly—this is one of its most formidable points—the City capital markets committee referred to the phasing out of fixed commissions by the end of 1986. The retention of single capacity presents a major danger of substantial takeover by American and other foreign financial institutions. I wish to quote what they said about this matter, for it is an important description of what is happening:in the interval between the introduction of negotiated commissions and the end of the present single capacity system, these investment houses, the most heavily capitalised of which are foreign, would probably obtain a large part of the business available, and it would then be difficult, and maybe impossible for Stock Exchange brokers and jobbers to regain business once it has been lost in this way. This has very important implications for invisible exports as well as the proper working of a central market. For this reason we consider that urgent consideration needs to be focused on the question whether it is really wise to introduce negotiated commissions while trying to maintain the present form of single capacity".This matter should be of considerable concern to the Secretary of State who must be worried about earnings and the possible adverse effect on our invisibles.
The fourth point argued by the Committee is that if the stock exchange is to continue to operate effectively as a central market for Government and company securities, major changes will, in the light of the collapse of the present system, need to be carried through. It suggests that the changes should include the abolition, or at least the reduction to the EC average, of stamp duty which today yields about £335 million to the Exchequer. They also include new ways of seeking to protect the investor from unfair trading practices and from what it describes as malfeasance, negligence or inadequate information. It argues that once the jobbing and single capacity system is 200 removed, the bargains, with size and price, would have to be published immediately they were entered into, that that would require the introduction of a stock exchange tape, and that brokers would henceforth have to make plain to their clients at the time of dealing whether they were dealing as a principal or as an agent.
Some of these matters were touched on in the questions that followed the former Secretary of State's statement on 27 July and several of these points are in the minds of hon. Members on both sides of the House because of the interventions that have already been made.
I wish to refer to the problem about the takeover of jobbing and broking interests by overseas bodies. I shall read again from the article in The Times today:There is a fear, not to be dismissed lightly, that if membership were available to all suitable banks, merchant banks and other investment houses, the Stock Exchange would soon be dominated by the investment giants of Wall Street and Tokyo. The fear is not confined to timid stockbrokers: it is an acute concern of the Bank of England, which, again as a result of Mr. Parkinson's initiative, is exercising a new, close supervision over the Stock Exchange.I am not so sure about that. The Government's attitude is still remarkably difficult to follow. I saw reference to a speech by the Under-Secretary of State, who said, when dealing with this question, that it was not a question of the City being taken over, but of the City selling out to foreign interests. That does not seem to me to be a clear distinction.
§ Mr. Tebbit
The right hon. Gentleman has dwelt twice upon the first leader in The Times today, but, curiously, he cannot bring himself to get to the last paragraph, which comes down firmly and unequivocally in support of what the Government are doing. I think that the hon. Gentleman has now summed up his speech. He wants to pick out the bits from considered opinions that suit him and never come to the conclusions that disagree with him.
§ Mr. Shore
That is irrelevant. The Times raised serious points about what is happening in the stock exchange and our financial institutions. I do not quote judgments of newspapers—I quote from the points that they make. I do not seek to base my case on economic issues by quoting from page 20 of The Guardian the judgments of Hamish McRae. I hope to argue more strongly than that.
In the real world of finance, rapid and major changes are in train. Big money is moving into the stock exchange. As the House knows, Mercury Securities, the parent of one of London's leading banks—S. G. Warburg—has now obtained the 29.9 per cent. stake in Akroyd and Smithers, which is one of our two top stock jobbers. Exco International has moved in on Wood Mackenzie. Earlier this month the American giant City Corp took a similar stake in Vickers Da Costa, and 80 per cent. in its overseas business. Hoare Govett has similarly acquired an American banking partner. Other major institutions both foreign and British—including Merrill Lynch Partners—are sniffing around the remaining handful of jobbing firms and the rather larger number of substantial stock brokers.
All that is evidence of the folly, dereliction and worse of the Government's decision on 27 July. There has never been a time when serious and impartial study of the operations of the stock exchange was more necessary. The assertions and counter assertions about the merits of the traditional system could have been expertly considered and the results, together with supporting evidence, made 201 known not only to the stock exchange and the City but to Government and Parliament. The July statement and this Bill will deny us that knowledge.
At the same time, the Government — rejecting the judgment of four previous Secretaries of State — have ridden roughshod over the considered advice of the Office of Fair Trading, without even consulting the Council for the Securities Industry whose chairman and vice-chairman are appointed by the Governor of the Bank of England, and whose functions includeto keep under constant review the evolution of the securities industry, market practice and related codes of conduct and to scrutinise the effectiveness of existing forms of regulation and the machinery of their administrationand furtherto consider the need for changes in legislation affecting the activities of the security industry and to examine any proposals for such legislation.The Government have put together a botched-up private deal with the stock exchange council, which the weight of informed opinion has judged to be both inadequate and incapable of survival. Indeed, the agreement has triggered those major changes that it was designed either to postpone or to avoid.
The need for a new approach is now urgent. Commenting on the new developments, the Financial Times in its editorial on 15 November properly reminded us:this is not the first time in recent memory that boundaries have begun to break down between different parts of the financial system.The newspaper was referring to the unhappy events of the crash and disaster of 1974.
The approaching demise of the existing stock exchange system, the impact of new technology—of which Ariel is an outstanding example — the massive change in the relative importance of the institutional as opposed to the private investor, all point to the need for a new regulatory system.
It really will not do to leave all that to the stock exchange council and to the monitoring arrangements' involving the Department of Trade and Industry and the Bank of England, the establishment of which was announced on 27 July.
That is why we urge the rejection of what The Daily Telegraph today described as an "unsavoury Bill". That is why we believe that the searching inquiry of the Restrictive Practices Court should be allowed to proceed. That is why, if the Bill is given its Second Reading, we shall press for its immediate reference to a Select Committee to undertake the task of establishing where the public interest lies and what form of new regulation can best protect it — which the Government, by their arbitrary and disgraceful decision, have sought to frustrate.
§ Mr. Cecil Parkinson (Hertsmere)
I listened with great interest to the right hon. Member for Bethnal Green and Stepney (Mr. Shore). His remarks were notable for the complete difference between his reaction and the reaction of the right hon. and learned Member for Warley, West (Mr. Archer) who spoke for the Opposition when I made my statement. At that time, my proposals were heralded as minor window dressing — a way of skating around problems while leaving the City to carry on as usual. The right hon. and learned Member for Warley, West 202 described it as a deal cooked together in a smoke-filled room. That was the most accurate of his statements, and neither Sir Nicholas nor I smoke. The remainder of his statement was even less accurate than that imaginative description. The right hon. Gentleman and his right hon. and learned Friend have not considered the matters properly—but the Government have.
The right hon. Gentleman has made a superficial contribution to the debate, and one of little value. When faced with an agreement that made profound changes to the basis of the stock exchange he tried, in a grudging manner, to pretend, first, that they were minor changes and, secondly, that the Government were moving one of the main pillars that supported the stock exchange—the minimum commission.
The right hon. Gentleman outlined what he saw as four of the major problems that would emerge. I must tell him that in every instance the Office of Fair Trading is arguing that the Government should go further and make the very dangers about which he is concerned more real. The Government's intervention has made less likely the dangers about which the right hon. Gentleman is so concerned. The Director General of Fair Trading was arguing for more radical changes that would have made the dangers inevitable. The four points which caused the right hon. Gentleman such concern would have been the inevitable consequences had the Office of Fair Trading won its case before the Restrictive Practices Court.
§ Mr. Parkinson
That may be the right hon. Gentleman's reading of the matter, but is he suggesting that the Restrictive Practices Court, in its findings., would have agreed to make far smaller changes to the stock exchange than the changes agreed between myself and Sir Nicholas? If he is, he is denying the major part of his speech—that it is a comfortable deal cooked up between Sir Nicholas and myself.
If the Office of Fair Trading won its case, and if the Restrictive Practices Court made greater changes, the dangers referred to by the right hon. Gentleman — of which we were aware some time ago, even if the Opposition were not — will become larger and not smaller.
I am glad to have the rather grudging admission from the right hon. Gentleman—although he seemed muddled about it — that the changes are not superficial and meaningless, but that the agreement reached between Sir Nicholas and myself, which I reported to the House, which we are debating today and on which Parliament will take a decision, involves some fundamental changes. Perhaps Sir Nicholas and I gave the matter a great deal more thought than did the right hon. Gentleman.
I shall now explain some of the features of the agreement which are designed specifically to prevent the problems described by the right hon. Gentleman.
§ Mr. Ian Wrigglesworth (Stockton, South)
Before he leaves the smoke-filled rooms, will the right hon. Gentleman, from his unique position, tell the House what contributions were made to the Conservative party by members of the stock exchange? There is a great deal of 203 anxiety, both here and outside the House, about the way in which the deal was reached. By answering that question, the right hon. Gentleman could knock on the head the argument that the deal was improperly reached. If he published the figures, there would be no more argument.
§ Mr. Parkinson
The right hon. Gentleman may be surprised to hear that I do not have the faintest idea. That was never one of my considerations in dealing with the problem. I do not know, and I did not care. I judged the case on its merits, and in my view it stands for itself.
Why was the matter not referred to the court? First, the right hon. Gentleman argued that the Restrictive Practices Court had a huge volume of knowledge and experience. He was arguing, in effect, that a court which had never considered such a case before — the case is unique — should listen to the representatives of professions which themselves have entrenched single capacity arguing the case against single capacity, yet he has tremendous confidence that the court would have got the answer absolutely right.
A huge sum of money would have been spent, masses of time would have been consumed and the future of the stock exchange would have been uncertain for a prolonged period. Yet the stock exchange was prepared to make major concessions which not only effectively dealt with the major points raised by the Director General of Fair Trading but included some of the safeguards which he suggested would be necessary if his four main anxieties were not to be realised.
I saw the Director General first and said that I had it in mind to open discussions with the chairman of the stock exchange to try to arrive at an agreement which would make the case unnecessary. I examined the case of the Office of Fair Trading extremely carefully, and found three major points which were the core of that case.
The first point was that minimum commissions must go. The Office of Fair Trading considered that that was absolutely vital. We were able to reach agreement that minimum commission should go. We stipulated 1986 as the latest possible date, for the simple reason that, although it may be news to the right hon. Gentleman that the changes we proposed would promote fundamental further changes, it was no surprise to us. We felt that time was needed if the experience of the New York stock exchange was to be avoided and small firms were not to be bankrupted by changes that were too sudden. The stock exchange recognised that a number of other changes would flow from the abolition of minimum commission, and that it would need to make arrangements to deal with them. That is why we allowed time. We did not say that nothing should be done until 31 December 1986. We said that a way must be found to ensure that the changes were made without destroying and bankrupting small firms. Unlike the right hon. Gentleman and his friends, we are trying to encourage the small shareholder and to increase the numbers of small shareholders, and we know that it is the small firms which are particularly interested in dealing with small shareholders.
The problems were not new to me. In 1978 I spent a month in America examining the work of the SEC and in 1979, when I was in the Department of Trade, I was involved in the discussions. I knew that adjustments would 204 need to be made. We therefore gave the stock exchange time to study the problems that would arise and make the necessary arrangements to deal with them.
§ Mr. Paddy Ashdown (Yeovil)
We have listened with interest to the Government's view. We have heard how the right hon. Gentleman drew the Director General of Fair Trading into his discussions. Will the right hon. Gentleman tell the House what was the Director General's view of the Government's proposals?
§ Mr. Parkinson
The Director General obviously wanted to prosecute the case, but I informed him before I contacted Sir Nicholas Goodison that I intended to have discussions with Sir Nicholas, and that if we reached an agreement that, in my view, met the fundamental points in the case of the Office of Fair Trading, I would be minded to come to Parliament and make proposals such as my right hon. Friend is making today.
§ Mr. Parkinson
I had two discussions with the Director General before I made any contact with Sir Nicholas Goodison. I told the Director General, because it was both proper and polite to do so, that I wanted to see whether it was possible to reach an agreement that dealt with the Director General's main anxieties about the stock exchange rule book. I also saw him after the talks and told him of the agreement, before I told the House. I kept Sir Gordon fully informed. Of course, he disagreed; he wanted to prosecute the case. I told him, however, that we had dealt with the fundamental matter of minimum commission in a satisfactory way which would allow the stock exchange time to deal with the ensuing problems, with which the right hon. Gentleman seems to have become slightly familiar in the past day or two.
Secondly, we discussed relaxing the rules of entry—another matter which Sir Gordon considered to be of fundamental importance. He does not think that the agreement goes far enough. However, if we had gone further, the takeovers of British firms by foreign companies which trouble the right hon. Gentleman so much would have been much easier and more inevitable. There are some very strong British financial institutions as well as strong American and Japanese institutions. The changes in the rules of entry make it possible for institutions to take shareholdings of 29.9 per cent. and to have non-executive directors on the board. Those non-executive directors would be very influential people. There is to be an appeals committee on admissions. The changes are fundamental, but we have included safeguards because we do not want firms to be taken over wholesale.
§ Mr. Parkinson
No, it is not. There is a limit of 29.9 per cent., which leaves 70.1 per cent. It is not true that the matter was not carefully thought out. Again, the changes in the rules of entry were designed to give some protection — as much as my hon. Friend would wish, I suspect, but more than the Director General of Fair Trading would have had if he had won his argument before the court.
Finally, there is the question of single capacity. I agree with the right hon. Gentleman that single capacity gives 205 investment protection. That was why I said in my statement that the system of single capacity should be retained for the time being. [Interruption.] Hon. Members should read the statement. I know exactly what I said. I also recognised, however, that the retention of such a system might be incompatible with the abolition of the system of fixed commissions. There is no certainty that it will be. What is certain is that if we are to get rid of a system of single capacity we must have a suitable system of investor protection ready to put in its place. That is precisely what my right hon. Friend said today.
The Office of Fair Trading has three fundamental aims. We have met two of them. We did not meet the third, because we believed that the system of single capacity should be retained. If it were shown to be incompatible with the abolition of fixed commissions, it should be replaced by a system of investor protection, which it would take a little time to put in place should the stock exchange council come to the conclusion that single capacity and the abolition of minimum commissions were incompatible.
The Government considered carefully, before they came to their decision, the points which the right hon. Member for Bethnal Green and Stepney seems to have started to consider, and partly understand, two or three days ago. His reaction, like that of his right hon. and learned Friend the Member for Warley, East to my statement to the House, is utterly muddled: did the Government make fundamental changes as a result of which the stock exchange will never be the same place as it was before, or did they just tinker in a way that got the Government off the hook and the case out of court? We set in train fundamental changes. We built into our proposals safeguards of the kind that the right hon. Member for Bethnal Green and Stepney now realises are necessary.
I believe that the Bill is sensible. It saves the taxpayer money. The Government have set in train a major process of change without the delay that the Restrictive Practices Court would have imposed. I back the Bill wholeheartedly. In passing it, the House will be doing a most sensible thing.
§ 6.1 pm
§ Mr. Gerald Bermingham (St. Helens, South)
When a tale is told, the whole tale should be told. Part of the picture has begun to emerge from the speech of the right hon. Member for Hertsmere (Mr. Parkinson). A great deal did not emerge in the speech that introduced the Bill. I have taken the trouble to ask stockbrokers what they think about this matter and to compare the London exchange with the New York exchange. They tell me that if one takes away minimum commissions, in the end one effectively takes away single capacity because one props the other up.
The deal reached—if I can put it that way on two of the three items which the Director General of Fair Trading sought to look at—will effectively bring a breath of new wind into the stock exchange. That might be no bad thing.
A point made earlier this afternoon should be developed a little further, because we were given a hint of what is behind the Bill. It was said that there was a worry that if minimum commission went overnight, some of the small broking firms would find the financial pressures such that they could not survive. That is exactly what would happen here. It happened in New York. Why does not someone openly and honestly say, "Look, the effect of this deal has 206 been to give the small brokers on the exchange time to capitalise."? That was not said by the Government. I concede that it was said by the right hon. Member for Hertsmere. It needs to be said openly that that is precisely what the Bill is about. It is to protect a number of small brokers on the exchange. Let us be honest. There is no harm in honesty.
§ Mr. Beaumont-Dark
Will the hon. Gentleman explain to those of us who would be terribly excited at this thought, how people who are likely to go bust if something happens, can capitalise if everybody knows that it will happen? Where is the logic in that argument?
§ Mr. Bermingham
It is simple. If one gives people time to build up capital within the firm before minimum commission goes, they are in a stronger position when it does go. It is straight common sense. It is only because I believe that the Bill is not the right way to achieve integrity that I attack it. I can see the logic of what it is sought to do. It is to retain the status quo for a period. It is not going to the heart of the problem.
I thought that the criticism of the Restrictive Practices Court was unfair and improper, because when any legislation comes out of this place, it will be tested in some court at some stage. People say that the Restrictive Practices Court is not the right forum because it is dealing with cases arising from that legislation with which it has never dealt before. No one would dream of saying that in respect of any other matters. Why should it be argued that the Restrictive Practices Court is not the place to test stock exchange agreements? Is the reality that most people could foresee the effect and result of the Restrictive Practices Court?
I do not believe that many people would argue that the Restrictive Practices Court would find against minimum commission, single capacity and the failure to admit lay members. If that was to be the ultimate outcome, it would be far more just and honest to come before the House with legislation which took into account the fact that minimum commission was to go, that lay members were to be admitted and that, ultimately, single capacity was to go. If one foresees that that will happen, the correct approach is to say, "Right, how do we protect the investor?"
It is a load of rubbish for anyone to tell me that with the abolition of minimum commission the little investor will be protected. It will cost him more. It will cost the large institutional investor less. It will cost the small investor—I am talking about the small shareholder, the person who buys 400 shares or units or £400-worth of shares. That has been the effect in New York and elsewhere. It will be the effect in this country. Let us not fool people by saying anything else. Let us be honest if we are to reform the stock exchange system. It needs it. Let us make no bones about it. The stock market needs capital put into it because it creates wealth through invisible earnings.
That may seem strange coming from a Socialist, but I am a realist. My argument is about who should control the stockbroking firms that make the money, and about where the profits should go. I recognise that the stock exchange is a means of making money internationally. I recognise that London has a unique position simply, if nothing else, through its time zoning. One can work a normal day in London and still be ready for the opening of the New York market. If we are to protect this country's invisible earnings, we have to reform the way our institutions work.
207 If we are to reform, let us do the job properly. Let us not mess about. The Bill messes about. It merely moves a little way. It does not go far enough. It abolishes minimum commission, which in turn, so we understand and are told on the best available advice, will lead to the abolition of single capacity. [Interruption.] It will. We have the experience of New York to go on. The outcome in two or three years will be—depending on when the commission goes — that we shall be faced with the problem of how to protect the small investor.
If one is to approach this matter logically, the protection and safeguards should be studied now. This is the time to do it. The deal struck to avoid the Restrictive Practices Court was not the right one, because it did not take all the features into account. We knew what would happen. Why did we not recognise that and find out what system we could build which would protect everybody? For the reasons that I have given, the Bill is bad. It merely protects the status quo. It does not cure the real problem. I hope that the House votes against it.
§ 6.9 pm
§ Mr. Anthony Nelson (Chichester)
It was a salutary experience to listen to the hon. Member for St. Helens, South (Mr. Bermingham) extolling some of the City's virtues and being more pragmatic than some of his colleagues have been. Unlike him, I warmly welcome the Bill. However, I should like to express some reservations about some of its implications.
The stock exchange has a turnover of more than £200 billion a year. It has 4,000 individual members and raises more than £15 billion a year for the Government and British companies. It is also a significant contributor to our balance of payments and our invisible income. As my right hon. Friend the Member for Hertsmere (Mr. Parkinson) said in his statement of 27 July, the effective operation of the stock exchange remains central to the working of our economy. He adduced two reasons for settling out of court. First, court proceedings under the Restrictive Trade Practices Act 1976 might not be the best way to pursue matters that are raised by the Director General. I believe that adversarial proceedings were quite the wrong way to examine stock exchange rules. Secondly, the proceedings might have damaged the working of the stock exchange and prevented it from making the necessary changes to enable its members to compete for business worldwide.
The Government's courageous decision stunned the House and will be vindicated by events. The Government have saved the taxpayer £500,000 in legal fees. That is not an inconsiderable sum. They have also resolved a damaging uncertainty for the future. The stock exchange has conceded the main objections which gave rise to the reference to the court in the first place.
I must ask the right hon. Member for Bethnal Green and Stepney (Mr. Shore), what are the further points that he wanted the court to decide on by allowing the judgment to come to fruition? The Government have probably got a better deal by settling out of court and earlier than if the case had run its course. Much of the opposition to the Bill is motivated not by a desire for legal processes to run their course but by a vindictiveness towards the stock exchange and the type of market process that it exemplifies. Some 208 people wanted the court to rebuke, humiliate and vilify the stock exhange. In the long run, that could only have undermined public confidence in its operations.
Section 28 of the Restrictive Trade Practices Act 1976 exempts agreements described in schedule 3. That includes those expressly authorised by enactment. That is the rationale of the Bill. The criteria for an exemption order under section 29 include the provision that exemption is, on balance, expedient and in the national interest. It is in this case. Under section 29, the Secretary of State must take into account the effects of an agreement on people who are not party to that agreement as users of the services. That is a vital consideration. The interests of shareholders must be paramount. Under present structures, they are not adequately protected.
Three years have been given for the dismantling of minimum commissions, but they should be removed all at once. My right hon. Friend the Secretary of State shares that view, as does the City capital markets committee, the repute and judgment of which I respect. It considers that commercial pressures will permit nothing other than the so-called big bang or the disappearance of minimum commission in one go. The new commission rate will have implications for the research departments of stockbrokers.
Much has been made of what happened in the United States. The American experience should not worry us unduly. We are not in the business of trying to preserve the existing structure of research departments of some stockbrokers. Much wider considerations about investor protection are at stake. The American experience has often shown that the merchant banks or investment banks that take over acquire that research staff or even expand their own investment research capabilities.
I am more relaxed than many of my hon. Friends about the possibility of dual capacity coming into operation. It can be argued that we already have some dual capacity in the stock exchange. The first example is the Ariel system, which is a computer means of matching principals. That cuts through the market and the brokerage and jobbing system. The second example, as anyone who has worked in merchant banks or other investment houses will know, is the growing dealership between institutional principles who agree outside the market price the placement or transaction of a major parcel of shares and will then get on to a broker to put it through the books and issue contracts.
The analogy which the right hon. Member for Bethnal Green and Stepney drew must be answered. He gave the example of Lloyd's. I agree that, on the face of it, there appears to be an inconsistency between the House arguing for single capacity in Lloyd's but being prepared to countenance dual capacity in the stock exchange. The two are fundamentally different because with Lloyd's there is an underwriter who is largely a principal. He is the supplier of funds and, by staking his money against an insurance risk, has a continuing liability and commitment. He must hold those funds as surety. In that regard, he is rather like a principal in the investment market who owns the shares. In the investment market there are brokers and jobbers, none of whom are the principals to the deal. They are agents in the market, or the process of transmission of sales or purchases of shares between principals. In the insurance market there are principals who want to insure their risk, and other principals who put up risk capital. That is a fundamental difference.
209 The main burden of my speech concerns one aspect of the matter which has not been dealt with so far. I refer to lay membership of the stock exchange council, some of the firms and the proposed appeals committee. I support the admission of lay members to the boards of stockbroking companies, especially to the stock exchange council. I have argued for that for some time.
The primary purpose of supervisory bodies such as the stock exchange council should be the protection of the investor. Too often such bodies believe that they exist to provide an orderly market, to promote competition and profitability, to fix levels of commission and to act as a trade association or spokesman for the industry. Too often they are concerned with establishing working arrangements between their firms which avoid criticism, fraud or pecuniary loss. Those objectives might be legitimate but they are all secondary to the fundamental objective, which is the protection of the investor. If it were not for the protection of the investor there would be no reason for their existence.
I have taken a modest interest in these matters recently. I have visited nearly every regulatory body in the investment market and asked each one, "What do you consider to be your main purpose?" Not one of the chairmen or executives said that their purpose was the protection of the investor. I do not believe that they meant to imply that they were not interested in protecting the investor, but they gave a whole host of different answers. We must proclaim that their main function is the protection of the investor.
A supervisory body composed entirely, or largely, of the business interests that are to be regulated cannot effectively represent the interests of the public and investors. More importantly, even if it could do that, the public would have less than full confidence in its motives, because of the apparent conflict of interest.
The worst stock exchange practices of recent years, such as dawn raids, insider dealing and complicity in the building up of covert shareholdings in public companies, were not condemned immediately and outright by the self-regulatory bodies, including the stock exchange council. Rather, a light tap on the knuckles was administered, and a belated tightening of the rules requested.
It was left to Parliament to pass the Companies Act 1980, which was ably introduced by my right hon. Friend the Member for Hertsmere when he was Secretary of State for Trade and Industry. It was up to hon. Members to demand stiffer regulations, to ensure a free and fair market that protected the interests of small shareholders. The stock exchange council has 46 members, all of whom are elected by stock exchange members. None of them, I understand, are lay members.
I have always had a much higher regard for the Wilson report than many of my colleagues, including the leading lights of the Conservative party. I regret that large parts of the report were shelved. There was a great deal of wisdom in that report, much of which will be applicable during the next two years, as we consider the results of the Gower report.
The Wilson committee recommended that the composition of the stock exchange council should be widened, under the supervision of the Council for the Securities Industry, by bringing in suitable outsiders. Such outsiders, as in the case of the Council for the Securities 210 Industry, are often from other parts of the same industry, rather than genuine outsiders, and diviners of the public interest.
The stock exchange council, like the CSI, argues that its authority with its members would be undermined if membership of the council were extended to non-stockbrokers. Such attitudes go to the heart of what is wrong with the City. The days when the City and its financial markets could say, "Tell us the rules of the game, and let us play on without intervention," are over. That is partly because such trust has been abused in the past, but mainly because more private interests, such as pensions, trade unions or insurance policies, are at stake than ever before. The Government are the largest customer in the bond market, and there is legitimate public interest in ensuring that the City moves with the times.
Fortunately, the stock exchange, under the astute and enlightened chairmanship of Sir Nicholas Goodison, has undertaken to expand the lay membership of firms' boards, the council and the appeals body. Those moves are essential. If it fails to heed outside representation, it will hasten the day when the full statutory paraphernalia of a securities exchange commission is introduced.
My preferred solution for the structure of supervision lies halfway between self-regulation and Government regulation. In my submission to Professor Gower's committee last year, I argued the case for statutory recognition and responsibility of the Council for the Securities Industry, but self-regulation for the various councils and associations that comprise the CSI That would provide a halfway house between state control and self-interested regulation.
A securities Bill is needed to amend the many unsatisfactory provisions of the Prevention of Fraud (Investment) Act 1958, and to recognise in law the CSI. Such a bill would make the CSI responsible for co-ordinating the activities of the self-regulatory authorities under it. The chairman of the CSI would be appointed by the Secretary of State for Trade and Industry, not by the governor of the Bank of England. It would be an offence to carry on business in securities unless one were registered with a self-regulatory authority represented on the CSI.
We must see what emerges from Professor Gower's report, and any ensuing securities Bill. I hope that my right hon. Friend will always be mindful of the need to represent strongly the individual shareholder, as well as the wider public interest.
I have some reservations about the presumed authority of the Bank of England over the appointment of lay members of the stock exchange council. Despite the confidence of the new governor in the bank's ability and its appropriateness to take on such a role, will the Council for the Securities Industry have such confidence? It has been snubbed by the Bank of England, which determines not only the rules for such appointments, but the sort of people who should be appointed. We shall have seriously to consider that matter after the Gower report. The problem is that we are faced with the Bill now and it will be too late then to consider the efficacy and appropriateness of the bank and its governor in determining the outcome of the changes in the rules, with the resulting change in the nature of the stock market.
I am more relaxed than some of my hon. Friends and many Opposition Members about the prospect of the merging and acquisition of brokers by major financial 211 interests. The big investment banks, such as Salomon Brothers International, Nomura Securities, Goldman Sachs and Daiwa Securities, dominate the international bond markets, the equity syndication markets and the profitable arbitrage trade. For all its excellence, the British stock market has been superseded by those moguls. If London is to remain the principal financial centre, we must facilitate foreign investment and the financial muscle power that will enable us to compete with the integrated investment banks in America and Japan.
However, for the time being we are concerned with the Bill, which is eminently sensible and progressive. To exempt the stock exchange from the restrictive practices legislation is a privilege, but a responsibility, for that body. The responsibility is to preserve a free and fair market in the interests of investors. The danger at the moment is that there is too fine a dividing line between investors' protection and restrictive practices. What is needed is for self-regulatory agencies to reorientate their objectives and policies more overtly towards the interests of investors, whom the market is there to serve.
§ Mr. Paddy Ashdown (Yeovil)
My party is a little angry about what we regard as an example of the Government's double standards. We have seen enough of them. We see them in the Trade Union Bill, which limits the amount of union finance passing to the Labour party. There is no institution of parallel legislation to control the funding of the Conservative party through company funds. This Bill is a new departure in such double standards.
There is an element of breathtaking hypocrisy about it. The Government have frequently lectured us on the importance of the free market and competition. During the debate on the Competition Bill on 22 January 1980 the Minister for Consumer Affairs said:Competition is an essential ingredient for a dynamic economy. It is the cornerstone of consumer sovereignty. It maintains and increases choice, lowers prices and raises standards."—[Official Report, 22 January 1980; Vol. 977, c. 353.]It seems that in pursuit of that competition policy the Government are prepared to bring it into effect where it affects the National Health Service and British Telecom, and even to threaten people's jobs in so doing. However, when it comes to trying to ensure that that competition policy is applied fairly, evenly and openly in the stock market, the Government move in an opposite direction. Instead, far from opening up the stock exchange to the free market, they are protecting the stock exchange against the free market, and in the preservation of the single capacity and of the limit of 29.9 per cent. of ownership, they are preserving the stock exchange's monopoly, which we find thoroughly offensive.
There is also an element of double standards in the application of the Government's concept of restrictive practices. The Government are legislating against restrictive practices in the trade unions, yet in the Bill they are preserving restrictive practices among their friends and, some would say, their paymasters in the stock exchange.
§ Mr. Tebbit
First, is the hon. Gentleman speaking purely for himself or is he enunciating his party's policy? Secondly, did we hear him right? Does he want open and 212 absolutely free competition with no restriction on entry to the stock exchange, with anyone free to come and trade, or is he arguing only about the nature of the restrictions?
§ Mr. Ashdown
It is not unusual. The right hon. Gentleman should know that.
On the second issue, I am not prepared to say at this stage whether the operation of a free market is a good or bad thing — [HON. MEMBERS: "Why not?"] — but I am prepared to say—it is a point to which I shall move in a moment—that the decision about where the restrictive practices element should lie is not for the Government to make once they have instituted the legislative process but for the courts to make. This is a matter of a wholly different calibre. The Government have intervened in the middle of a court action, in the middle of a case as a decision is about to be taken by the court. They set exemptions not before the case or in the drawing up of the legislation, but in the middle of the case. They intervened on one side of the debate against the expressed interests —the right hon. Member for Hertsmere (Mr. Parkinson) made this clear—of the other party in that legislation.
I say to Conservative Members and to the Minister that such intervention in the legislative process on a matter of principle is a profoundly bad thing for the Government to do, is a profoundly bad thing for the law of our country and is a profoundly bad thing for the institutions that the Government have set up. That element of the Government's intervention at this time and in this manner to protect the restrictive rights and practices of the stock exchange in a way which they have sought to abolish for the trade union movement is thoroughly bad. When the Bill receives its Second Reading tonight, as we all know it will, the stock exchange will be given restrictive rights of which Arthur Scargill would not dream. We regard that as double standards.
I should like to pass from double standards and hypocrisy to incompetence. It is insufficiently recognised, and it has been unsaid in the debate so far, that although the legislation may well remove the stock exchange from the Restrictive Trade Practices Act 1976, it will not remove it from the effect of EC regulations. Articles 85 and 86 of the treaty of Rome provide a mechanism for bringing the stock exchange and any restrictive practices that may be operating there to account, to be tested against that precedent and principle. If Sir Gordon Borrie decides that what is happening in the stock exchange and the changes that are being made are not in the public interest, he is perfectly entitled to jump on a plane to Brussels to test that concept there. That is what we would advise him to do.
I move now to the contents of the Bill, although I shall not go into anything like as much detail as other hon. Members have. One point that concerns us is that there is talk now of the abolition of the compensation fund. When the Minister comes to reply, I hope that he will give a clear undertaking that the Government will resist any intended moves towards the abolition of the compensation fund.
As other hon. Members have said during the debate—the hon. Member for Chichester (Mr. Nelson), who is leaving the Chamber made a particularly effective contribution on this score — there will in the end be a 213 need for an overall regulatory mechanism. We await with interest the report of Professor Gower, but we believe that an overall regulatory mechanism, whether statutory or voluntary or a combination of both, will be required in the long term to control the securities exchange.
Meanwhile, on the grounds that this is a cynical manipulation, full of hypocrisy, cant and double standards, we shall oppose the Bill tonight. Above all, the Bill, which seeks to stem the flow of security exchange reform by sticking its finger in the dyke and vainly hoping to preserve an unfair monopoly practice for one of the Government's friends, is a bad spectacle and practice and one that we would wish to see voted down tonight.
§ Mr. John Whitfield (Dewsbury)
I am grateful to you, Mr. Speaker, for calling me to speak in the debate, to which I wish to make a contribution from the standpoint of a provincial Member of the House who has observed the stock exchange from Yorkshire, a distance of about 200 miles, and of a solicitor engaged in commercial practice.
The stock exchange has always had a paranoia about being subjected to the laws of the land. It has argued that its rules and regulations are either too complicated or too subtle to be the subject of legal scrutiny. The stock exchange has always told us that it can regulate itself. It has trumpeted on about the maintenance of standards and the protection of the investor, but it has always resisted the appointment of any external authority or watchdog to carry out either of those functions.
The Restrictive Trade Practices Act 1976 is a complicated piece of legislation. It provides for the registration and judicial investigation of restrictive agreements relating to goods and services. Any restrictive practices are prima facie void and so unenforceable unless they are registered under the Act and can be justified by those who seek to adopt them as being in the public interest.
The stock exchange sought in 1976 to register its own rules under the Act and the Director General of Fair Trading in due course cited no fewer than 173 apparent restrictive practices in those rules, which he required the stock exchange either to justify before the court as being in the public interest or to abandon. It is extraordinary to me that a Conservative Government who purport to be protagonists of competition and the scourge of monopolists should have sought to intervene in this judicial procedure.
I doubt whether there is an industrialist of any size in the land who has not at some time cursed the provisions of the restrictive practices legislation which have often prevented him from entering into what he regards as perfectly legitimate commercial arrangements for the benefit of his business. Yet industrialists are not to be the beneficiaries of the Bill that we are debating today. They must remain subject to the full rigours of the legislation.
The Government propose today that the stock exchange, of all institutions, should be exempted from that legislation and that the existing judicial investigation should be suspended. For five years the Director General of Fair Trading has, at no small cost to the taxpayer, been preparing his case for the Restrictive Practices Court. The stock exchange itself, with its presumably unlimited resources, has also been preparing its case. Yet it is now apparent that the stock exchange was so unsure of its arguments that its practices were in the public interest that 214 it has sought to exert pressure on Her Majesty's Government to make it a special case, to exempt it from the legislation and to save it from the judgment of the court.
The comments of Sir Nicholas Goodison, made at the press conference he gave immediately following the announcement of the adjournment of the stock exchange case, demonstrated in no uncertain way that the stock exchange would not have been able to justify its restrictive practices as being for the benefit of the public. Inter alia, Sir Nicholas said:The stock exchange had been ready to settle its case from the outset in 1976, but no one would talk to it … Possible changes in the conduct of the stock market might have taken place, but it had not been possible even to discuss these with the users of the market, for fear of prejudicing the stock exchange's case … If the case stops, the stock exchange would, thankfully, be able to return to its policy of consultation … The case had stifled some of the initiative for change over recent years.''We have heard a good deal during the debate about ossification and petrification of the stock exchange but I cannot understand why it was not possible for the stock exchange, given the advice that it must have been getting that its case was extremely weak, to alter its rules three or four years ago and to talk to the Office of Fair Trading, the Government, the Council for the Securities Industry and other interested bodies, about making changes.
§ Mr. Tebbit
I think my hon. Friend was here during my speech, but he seems to have missed the part where I explained that some four or five years ago Mr. Nicholas Goodison—as he then was—made exactly that offer.
§ Mr. Whitfield
I am not privy to the reply to that offer —nor, indeed, to the offer. I can only say, as a simple lawyer, that when clients come to me with a weak case I tell them to get it settled. One talks to one's adversary, or whoever else is involved, and I see no reason why talks should not have taken place during the past four or five years.
§ Mr. Nicholas Baker (Dorset, North)
Is it not true that if the stock exchange were to change its practices in any respect, those practices, as changed, would have to be resubmitted to the Restrictive Practices Court, and considered by the court at considerable length — as in the case of the practices that it is already investigating?
§ Mr. Whitfield
That may be true, but it is no reason for being unwilling to change the rules. If the rules were not in the public interest — as, clearly, many of them were not—they would have to be changed anyway, and the sooner the consultation process started the better.
§ Mr. Budgen
I have great sympathy with what my hon. Friend is saying, but does he not agree that there would be great difficulty in Sir Nicholas Goodison's position? Unlike my hon. Friend, dealing with his one client, Sir Nicholas had to deal with the whole stock exchange, and it would be difficult for him to change the rules and deal with them when proceedings were under way.
§ Mr. Whitfield
That was Sir Nicholas's problem. Nevertheless, it had to be faced. The speed of the change since the July announcement shows what can be done.
Sir Nicholas argues, on behalf of the stock exchange, that the restrictive practices legislation is quite inappropriate for studying the complexity of the stock exchange's regulations; yet according to him, those regulations are simply there to provide protection for investors and to avoid conflict of interests. If there were 215 any substance in that statement, the Restrictive Practices Court could have approved those regulations in due course as being in the public interest, and the stock exchange would have had nothing to fear. As has been argued by Conservative Members on many occasions, not least in the recent debate on the Police and Criminal Evidence Bill, the innocent man has nothing to fear from an investigation of his activities. Indeed, if those activities are obscure, he should welcome such an investigation as an opportunity to justify them. Unfortunately, I am bound to conclude from what has happened that the restrictive practices that are the subject of the stock exchange case before the court are principally for the benefit not of the public but of the members of the stock exchange.
Recent history has shown that the stock exchange has always been willing to abandon its principles when faced with a threat to the monopoly of its market. Until the late 1970s, the stock exchange used to argue that it was vital to its integrity and to the integrity of the stock exchange's market place that markets should not be made in the shares of small companies, because if they were, there would be a serious risk—it said—of undermining the high quality of the listing requirements imposed by the exchange's regulations. However, when the profitable new issue business nearly dried up, and others, particularly those who operate the over-the-counter markets, started to take all the new business that was available, the stock exchange reversed all those arguments and created the unlisted securities market, which now has such low listing requirements as to constitute a serious danger to investors—as some have already found, to their cost. However, Sir Nicholas Goodison now refers to the USM as a shining example of the stock exchange's ability to change with the times and of not being an old-fashioned institution resistant to change, as some have alleged it to be.
§ Mr. Dykes
Is my hon. Friend not in a bit of a muddle again? First, he castigates the stock exchange for indulging in excessive restrictive practices, then he criticises it for being flexible enough to create a second market with particular characteristics which makes things easier and more liberal as between new quoted companies and investors' interests in them. Is it not particularly disturbing for him to talk in those terms, when his own profession of solicitors is exempt from those proceedings anyway and from any scrutiny by the Restrictive Practices Court? If, for example, customers have the temerity to complain about solicitors' charges — such as for conveyancing — they are confronted with the Law Society itself examining the case — judge and jury as one—and a medieval procedure called the certificate of taxation, which is incomprehensible to the outside customer.
§ Mr. Whitfield
My hon. Friend has raised two matters. I thought I had put my argument clearly, and I apologise if I did not do so. I was saying that the unlisted securities market was forced on the stock exchange to recover the loss of the new issue business that it was losing to others.
On the subject of single capacity, the stock exchange has always defended the overmanning arrangements on the ground of investor protection. The system means that two individuals — a stockbroker and a jobber — do one job, and both get paid for it. The over-the-counter markets have demonstrated beyond doubt, however, that with modern 216 aids such as the telephone and the video screen, one person can adequately make a market between dealers, without reference to a central market.
§ Mr. Whitfield
No, I shall not give way to my hon. Friend.
The stock exchange arguments about the vital functions —as it sees them—of jobbers might have more weight if those individuals were subject to proper controls or rules of disclosure, yet the stock exchange in London is the only one in the world where jobbers, or their equivalents, do not have to provide information about their activities, including the volume of trading, the prices at which transactions are carried out, and whether transactions are purchases or sales from their own holdings or merely matched bargains with buyers and sellers. Furthermore, there are no controls on jobbers over the amount by which prices of shares can be moved up or down, which is often done without any transactions being made in the shares of the company that is involved.
This situation, coupled with the fact that jobbers often do not pay stamp duty, provides them with a quite extraordinary advantage in making markets in shares, as witnessed by the remuneration paid to partners in jobbing firms. It is well known, too, that jobbers collaborate to agree the spreads of prices that they quote for shares, and in the majority of cases those shares are jobbed by only one firm. In other words, in the jobbing world there is no competition at present.
The stock exchange recently argued that it could not abandon minimum commission without at the same time undermining the separation of jobbers and brokers, thus impairing the degree of investor protection which it claimed that that system afforded. However, under the agreement that the stock exchange has now provisionally reached with the Secretary of State, the stock exchange has abandoned minimum commissions, apparently without difficulty, although it still argues that the distinction between jobbers and brokers should remain.
On the subject of self-regulation, many arguments support the proposition that the stock exchange should no longer be allowed this luxury. These arguments are supported by the long-running saga of the takeover panel, which time and again alters its rules about takeovers after the latest devised raid on shares of a target company has once again circumvented all its existing regulations but breached the spirit of them. Similarly, the rules relating to the financial surveillance of member firms and disciplinary procedures seem only ever to be tightened up after particularly bad cases have hit the headlines.
I do not dispute that the stock exchange is essential to the economy, that it is a valuable national asset and that the regulatory authorities — the practitioners in the market and the users of it — have an acute interest in ensuring the evolution and development of the stock exchange as an efficient, competitive and suitably regulated central market which affords proper protection for investors.
However, at present the Office of Fair Trading and the restrictive practices legislation provide the only effective outside surveillance of the activities of the stock exchange. If their rules and regulations really are in the public interest, then the stock exchange has nothing to fear if the case proceeds to be heard.
217 It hurts me to say so, but the fact that the Government should seek to exempt the stock exchange from the statutory requirement that it must justify its practices as being in the public interest, and should do so in the midst of a judicial investigation, has a nasty smell about it. To suggest, as my right hon. Friend the Secretary of State suggested, that these matters are best left to a private arrangement between the Bank of England, the Government and the stock exchange is not good enough. It is not the business of Government to involve themselves in these matters. The business of Government is to legislate and the business of the subjects of Government — who include the members of the stock exchange, whether they like it or not — is to comply with that legislation.
It may be argued that the Office of Fair Trading and the Restrictive Practices Court are not the ideal forums for compelling the stock exchange to come to terms with the latter half of the 20th century. However, they are there and are staffed, in my experience, by competent, commercially-minded, sensible and experienced people. They were set up by this House expressly for the purpose of examining restrictive practices and eradicating them where they could not be justified in the public interest.
It is no part of the overwhelming mandate which the Government obtained at the last election to do private deals with monopolists. I urge hon. Members on both sides of the House to vote against the Bill.
§ Mr. Ian Wrigglesworth (Stockton, South)
I congratulate the hon. Member for Dewsbury (Mr. Whitfield) on his independent-minded speech and on demonstrating that the unease that is felt about the Bill extends to hon. Members in all parts of the House. The hon. Member for Chichester (Mr. Nelson) demonstrated that too. In a different way he also pointed to some of the inadequacies of the present situation and referred in particular to the supervision of the stock exchange after the Bill came into operation.
The hon. Member for Dewsbury stated clearly some of the objections to the Bill. He spoke in particular of the fundamental principle that is being breached by interfering in an action before a court. That surprises and worries not only hon. Members, but others outside. Some of the Government's supporters in the press, not least the Daily Telegraph this morning, have expressed their concern over this precedent. I see that some Conservative Members agree with what I am saying. I hope that at least some of them will demonstrate the strength of their views by voting against the Government on this issue because a wholly bad precedent is being set, and one that will inevitably give rise to further accusations of the sort that we have heard already.
This whole business stinks, and it stinks because of the matter that I raised earlier, which Conservative Members have not refuted. There is a bigger point at stake than just one party accusing another. Public interest is at stake here. If we as politicians and as parties wish to be respected, we should be seen to act with some degree of principle. For the chairman of the Conservative party to take decisions of this sort and remove them from the area of public debate, and to take the unprecedented step of removing the whole business from the courts, is inevitably to give rise to suspicions about the true motives of the Government.
218 I might extend that suspicion to other incidents, because the Secretary of State has to arbitrate on other commercial deals that involve substantial amounts of money. He has to take decisions about references to the Monopolies and Mergers Commission. If the chairman of the Conservative party — as he then was — is in a position to take decisions of this sort, inevitably in the public mind there will be the suspicion that he has a dual responsibility, a dual feeling of influence, a dual conflicting interest.
§ Mr. Tebbit
That sort of allegation would be offensive and odious from anybody, but particularly so from a man who stood for election in 1974, having been financed by the trades unions because of his undertaking to pay them off by repealing the 1971 Act. Having been elected, he took fright at the fact that the Labour party would lose the next election and reneged and did not have the guts to face the electorate in a by-election.
§ Mr. Wrigglesworth
The Secretary of State tries hard with the hoary old chestnut that has been raised here before. As the right hon. Gentleman clearly does not know, I did not rely, as other Members of the Labour party did in those days, on trade union funds.
§ Mr. Wrigglesworth
No, I have heard the right hon. Gentleman's point. What we are talking about is a substantial issue of principle, and many of us stood on principle when we decided to do what we did. The fact is — and it makes little difference that the right hon. Gentleman happened to hold that position, because others are in a similar position — that this issue could easily have been cleared up if the whole matter had been allowed to go before the public and be debated in the Restrictive Practices Court. Had that happened, these accusations would never have arisen. Nor would they have arisen if the full facts were known about the political contributions that have been made.
If it is right for a Minister to have to divest himself of his personal interest or shares in or remuneration from, companies about which he is making decisions when he is in office, it is also the case that he should have no political interest, as the chairman of the Conservative party clearly had, when he is taking decisions of this sort. Inevitably — and this extends way beyond just the Labour party, the Social Democratic party, the Liberal party—suspicions about motives will arise if this sort of thing continues.
It is important that we should have in this country a competitive and successful stock exchange. I was delighted that at least one Labour Member made that point this evening. I have taken that view throughout my time in this House and, indeed, when I worked in the City before I came here and knew a little of its affairs.
It is vital not only for British industry but for our overseas earnings and for a whole range of economic and industrial reasons that we have a dynamic and successful stock exchange, and I agree with some of the remarks of the hon. Member for Chichester. He, like others in the City, wants to see the stock exchange progressing with the times, opening the doors to change and seeking to grow, advance and develop.
One way in which the stock exchange could have ensured that its situation did not come before the court was 219 to move in the way that some people in the City had suggested. After all, there is no single opinion on this issue in the City. It is a misinterpretation to suggest that everybody in the City supports what the stock exchange council has been doing, either latterly or previously. There are a variety of views in the City held by individual brokers and beyond the brokers into other institutions.
The stock exchange should have moved with the times and seen what was happening in New York and other international markets. Many instituations in the City have done that and, as a result, have created markets in Eurobonds and other areas, so bringing to the City of London business that is extremely welcome, and they are to be congratulated on their efforts. The stock exchange, on the other hand, has tended to be a stick in the mud and has not responded to those developments. It therefore brought itself into the position in which it found itself before the Secretary of State took his decision to reach the agreement that led to the Bill.
I question the reasons why the stock exchange moved in the way that it did. For the Secretary of State to try to describe what the Government have done as a great releasing exercise is an absolute farce. I have no doubt, in the light of events following the former Secretary of State's announcement, why the stock exchange moved in the way that it did. I believe that the chairman might have been prepared to move more quickly than some of his members; I have much respect for him because he is one of the more advanced members of the stock exchange.
The deal was done and there was that movement not because of farsightedness on the part of the Government or the chairman of the stock exchange, but because there was a gun at the head of the stock exchange and the Government, with intensive lobbying—of which I was aware before the general election—to have the action stopped. Successive Ministers had refused to allow it to be stopped, and eventually the Secretary of State made his announcement to the House after the election. But for the fact that the action was before the court, we should probably not be debating the matter today, nor would the progress that has occurred have taken place.
It is being suggested that it would have cost a substantial sum to continue the case, and of course it would. But we must ask what it has already cost in terms of raising Government debt over the years as a result of the situation that has existed on the stock exchange. There is a view—it is a pity that this cannot be examined in a better forum—that over the years the Government have paid much more for their debt-raising activities than they need have paid.
It is suggested that if we had a more competitive and efficient stock exchange which succeeded in selling gilts at a saving of one tenth of 1 per cent. of that currently being paid there would be a saving of £10 million a year. Considering what has resulted from the New York changes, there is evidence that the Government could save a substantial sum as a result of the changes that will come about. Even so, some people are putting their heads in the sand, believing that change will not come about.
As the chairman of the stock exchange has said—and as hon. Members have pointed out in the debate—it seems impossible for single capacity to be retained now that the minimum commission has gone. There is now an increasing view that single capacity will not remain, that 220 it will go with a big bang, as has been forecast, and that we shall get the worst of both worlds because it may happen in a disorderly way because of the compromise that has been reached.
There is a similar situation with ownership limitation. The value of stockbrokers seems to have gone through the roof in recent months and I find it impossible to believe that the one third restriction on ownership will remain as it is for long. I should have thought that the purchases that overseas and other institutions are making now are options to move much further in the direction of the control of stockbrokers than just that one third interest. Indeed, it may be that the one third restriction is encouraging overseas buyers and restricting home buyers from entering the market.
It could be that because of the conflicting interests which the institutions — in particular, banking institutions in Britain—would have in buying a share in a stockbroking firm, they will hesitate to do so if they are able to obtain only one third of the control of that firm. On the other hand, for some overseas institutions that conflict of interest with other clients does not exist; they may be prepared to buy that one third interest and sit with it until such time, as I believe will happen, as that rule goes and they can take control of the firm.
I do not share the fears of some about the impact that overseas ownership will have. I do not want to see the whole of the stock exchange dominated by overseas able buyers, and I do not believe that will happen. There will probably be a number of overseas buyers, but we have some big financial institutions in the City that will move in the same direction and provide them with competition.
The way in which brokers have developed — in the United States, but also in other countries — and the innovations and competition that they are providing will bring a breath of fresh air—indeed, provide a new wind —to business in the City that will help it as a great financial centre. It is peculiar that in Hong Kong and America, which are regarded as the great bastions of free enterprise and the market approach, there should be much greater regulation by the Governments of their stock exchanges than we apply in Britain.
Like the hon. Member for Chichester, I should like to see better control of the stock exchange than is envisaged at the moment. The role of the Bank of England in the City, I have felt for a long time, is worrying. It is in a curious position as the central bank with an arm's length relationship with the Government. It should be more distant. I should prefer the American or the German model. At the same time, it sees itself as the voice and the friend of the City. It is neither poacher nor gamekeeper, fish nor fowl. I hope that we can move towards a position such as that described by the hon. Member for Chichester.
I should like to see statutory Government involvement in such a body. I do not want to see a replica of the Securities and Exchange Commission in the United States coming here, but some public participation, some statutory Government involvement in that body is needed. Supervising the stock exchange is a necessary factor if investors are to be protected in a way that all hon. Members wish to see.
I end by repeating what I said earlier. We want to see a thriving, successful and expanding stock exchange, in which competition takes place to a much greater extent than in the past. On that point I disagree with the hon. Member for Dewsbury. The development of the unlisted 221 securities market recently has been remarkable and was long overdue. It allows new firms to come into the market, and investors know exactly what they are going in for if they invest in a firm in that market. We have lacked a market in which people realise that they are taking risks, in which there is competition and in which the small investor looks for investments and makes his own judgment on them. If we go further down that road in the next few months and years, that will benefit not only the City of London and the economy generally, but British industry.
§ Mr. Hugh Dykes (Harrow, East)
There were moments of lucidity in the speech of the hon. Member for Stockton, South (Mr. Wrigglesworth), but I remain disappointed by the majority of his comments. I am tempted to agree with his last point, which was related to the earlier point that I made to my hon. Friend the Member for Dewsbury (Mr. Whitfield) when he allowed me to intervene. It seems curious for the hon. Gentleman to criticise the stock exchange by saying that it is inflexible and rigid, and then to criticise the creation of a market that would dispel such conditions.
§ Mr. Whitfield
My point was not that the unlisted securities market was not a desirable thing in itself, but the way that the USM was created.
§ Mr. Dykes
I accept that point and I am grateful for my hon. Friend's clarification.
I declare an interest as a member of the stock exchange and I emphasise, because it is easily misunderstood, that any comments that I make are entirely personal. I am also associated with a firm that is connected at a senior level with the stock exchange council. Anything that I say tonight will be the thoughts of someone who has, over the years, been able to become to some extent a more detached outside observer while remaining part of the industry, if that is not a contradiction in terms.
I am entitled to complain about the obscurity of the speeches from the Opposition Benches in this debate. Hon. Members seemed to be trying to get the best of both worlds. First, they castigated the Government for doing a sensible and practical thing to avoid all the complications of excessive time, the freezing of decisions and the vast expense already incurred, let alone that which is to flow afterwards. Doing all those things and taking a pragmatic and sensible decision, as has been borne out by my right hon. Friend the Secretary of State, will lead to a considerable opening up and liberation of an industry in which the rules and regulations have been too great in certain aspects, while at the same time protecting the outside investor, particularly the small investor — the man or woman in the street. That must remain a priority for anybody concerned with running, reforming and modernising this industry in the future, and that includes the Government.
There are other aspects, as would become clear in any examination, including that by the Department of Trade and Industry, that have, over the years, ceased to be useful in changing circumstances. The previous Secretary of State for Trade and Industry, my right hon. Friend the Member for Hertsmere (Mr. Parkinson), who has contributed to the debate, got it right in his announcement 222 on 27 July. He spoke of the changes, and highlighted the most important, the dismantling of fixed minimum scales for commission. He then said:I believe that these changes are to be welcomed, and would enable the Stock Exchange to continue to adapt in an evolutionary manner to changing circumstances while maintaining proper regard for the needs and protection of investors. The next step will be for the membership to approve the necessary changes to the Stock Exchange deed of settlement."—[Official Report, 27 July 1983; Vol. 46, c. 1195.]That process has already occured.
Anxieties of one kind or another have been expressed from both sides of the House from hon. Members representing all parts of the country and many different views. The chairman, in his circular to members of the stock exchange dated 30 September, referred particularly to the anxieties of members. I quote this circular as well because it is relevant in this context to the changes which, as another hon. Member has already pointed out, are accelerating in an interesting and constructive fashion. He said:Most of the worries have, as expected, centred around the effects of the dismantling of minimum commissions. I told you in my first letter"—also to members of the stock exchange—that I had made it clear to the Government that there are substantial risks to the structure of the securities industry which this change might provoke. Members are rightly concerned about the possible effects on the single capacity trading system, on the Compensation Fund and on other measures which we enforce in order to ensure the continuous liquidity of the market and the protection of investors. Members appear to be concerned, and rightly so, that the Council should maintain control over the speed and direction of change and are also inevitably concerned that the Council have been unable to publish details of their intentions before the E.G.M.Those changes, with further clarification and elucidation at the meeting of members, were overwhelmingly approved, although a very small proportion voted against. Naturally there are still anxieties, because by definition the future is unascertainable and nobody knows how these things will develop precisely.
I am convinced that these changes, subject to all the complicated details that will flow, the main one being the dismantling of the minimum commissions, will be good for investors, good for the public, good for the stock exchange and the security industry as a whole, with the new elements coming into it, and will, on balance, be a major step of reform in this country. The changes are constructive and modern and show that this financial industry — we are proud of our financial sector in general, in the City and elsewhere—can internationalise itself and defend itself, the public and investors, while being competitive and showing that it is a developing world organism and not just an internal organism.
We shall be interested to look back on this period and on the sagacity of the Government's decision to intervene, which was not a light decision but one taken after extremely careful thought, and which has interrupted a process that had all the makings of a cumbersome, extremely expensive process that was unsuitable for the business of examining this particular and fairly esoteric industry. We could not at this stage or even then have anticipated the results of such an examination. Who knows but that the Restrictive Practices Court may have decided that the main elements in the stock exchange rules were justifiable and in the public interest.
It is a general opinion, in all parts of our society and transcending political parties, that the industry needs to 223 modernise itself and that the dismantling of fixed minimum commission would be on balance a good thing for the public, subject to all the necessary protection and framework of protection for the investors and so on.
Solicitors should be careful about condemning future developments since they are unwilling to subject themselves and their activities to a similar process. Despite the initial anxiety, there is growing enthusiasm among members of the stock exchange, stockbrokers and representatives of member firms when they see the potential of those developments to serve the public interest more realistically.
The other part of the great debate is connected with fixed commissions. The right hon. Member for Bethnal Green and Stepney (Mr. Shore) asked what will happen to single capacity. The Government have opened up sweeping changes, but they say that the stock exchange was right to allow time for the process to be carried out so that profound thought could be given to each stage. Although we do not know what will be the future of single or double capacity, it seems that the Government, the securities industry and other observers of the scene have reached the conclusion that single capacity will also end.
I would welcome the ending of the single capacity system, for the reasons specified by my hon. Friend the Member for Chichester (Mr. Nelson), who said that we must open up those activities and bring in the firms involved in the securities market that are not yet formal members of the stock exchange, provided that the small investor does not suffer from such a development. The entire process will give the public a better service—I am talking not only about the giant institutions but about ordinary investors—and it will help, notwithstanding the complexities of any future EC directives, to create the essential development of a Community securities industry and a Community stock exchange. It is crazy in 1983 to consider that the stock exchanges of the member states are completely separate, endowed only with their own traditions and nothing else, and that there can be no modernisation or agreements made between them for the good of the European investing public, because with the end of exchange control we can now invest in other European countries.
A complicated terrain is unfolding for the future of the stock exchange, and we should dwell on that with some open-ended enthusiasm, although we may not be sure of its detailed future structure. In 10 years time, the stock exchange will be very different from what it is now.
Many people will welcome the fact that in future jobbers and brokers will develop joint firms, and the House should also look forward with interest and enthusiasm to the fact that foreign interests may come in. The more people who enter the industry from outside, even if they come from abroad, to take stakes in member firms —with essential protections always being maintained—the better and stronger the industry will be. As my right hon. Friend the Member for Hertsmere said, the idea that all the banks and great corporations in the United States and in Japan are giants, but that all British financial corporations are puny and cannot have the same interest in this area, is absurd.
I welcome wholeheartedly the Government's bold and significant step to open this area to an era of modern, 1990-style competition which will serve the public well 224 and which will show once and for all that we could have saved the millions of pounds that have already been spent on the Restrictive Practices Court exercise, which included much Government money — I doubt whether the £500,000 that we have heard about will be the full amount of Government money saved — and the vast amount of money spent every day by the stock exchange. We have saved part of the enormous sums that would have been wasted had the absurd exercise with the Restrictive Practices Court gone ahead. Now we can begin an exciting new era of competition, liberation and justice for the investor.
§ Mr. John Ryman (Blyth Valley)
It may be helpful now to answer some of the questions posed by right hon. and hon. Members, and not to repeat points that have been made, however eloquently or sincerely.
The crux of the matter is this: are the Government right or wrong to interfere with a judicial process on the ground of expediency, and, as they say, in the interests of the investing public? I have a strong distaste for the Executive interfering with the judiciary, and I cannot remember a case in recent years where the Executive have so blatantly interfered with the judiciary, with a complete lack of regard for the judicial process. The Government argue that they are right to do so because it is in the public interest to modernise the stock exchange and to liberate the process from its hitherto acknowledged secrecy.
The Government also argue that while this case is pending the stock exchange cannot initiate sensible and practical reforms. The Wilson committee considered in detail whether the court was the best body to investigate stock exchange practices, or whether there was a better way. Paragraph 365 of its report stated:Doubts have been expressed about the suitability of the Restrictive Practices Court for evaluating the advantages of the present system of dealing against the practices necessary to support it. Experience in other countries suggests that some system of market-making is desirable in the public interest, and that such a system may need to be buttressed by restrictive agreements. The criteria or 'gateways' which the Restrictive Practices Court is allowed to use in assessing the public interest have, however, been alleged to be too narrow, particularly since the Court presumes an agreement to be restrictive unless it can pass through them. To some extent these criticisms may have been answered by changes made to one of the gateways, in the Competition Act 1980 to ensure that the Court can take account of benefits which accrue to the public through the buying and selling of property other than goods. The Act also enables the Court to postpone the effect of a declaration that an agreement is contrary to the public interest, to allow those concerned time to come up with alternative arrangements for their approval.The Wilson committee stated — this is part of the evidence that I invite the House to consider — that although it had reservations about it, the Restrictive Practices Court was a satisfactory tribunal to investigate such practices. However, the Government say, "That may be so, but the process is expensive and tortuous and in the meantime it discourages the stock exchange from modernising itself." That argument is unrealistic, because if the stock exchange wishes to modernise itself and to abandon some practices, and if a case is pending before the court, there is nothing in law or in fact to prevent members of the stock exchange from changing those practices and modernising themselves, provided that they register the new agreements with the court.
That is my response to the Secretary of State and other Conservative Members who said, without knowing the 225 law, that while the case is pending the stock exchange cannot modernise itself. However the stock exchange is welcome to modernise itself — I commend its efforts since the summer of this year—and provided that the new agreements are registered, they are part and parcel of the case before the court. The Secretary of State and many Conservative Members have made a completely bogus point.
The matter does not end there, because, from the tone of the speeches of Conservative Members, some of which were eloquent and knowledgeable, it would appear that they do not understand the scope of the Bill or the working of the court. More than once the Secretary of State said that he could not anticipate the court's verdict. He had no confidence in the expertise of a High Court judge and assessors with vast commercial experience. He did not seem to understand that, prima facie, an agreement registered with the court is contrary to the public interest and the onus of proof is on the plaintiff to prove, on the balance of probabilities, that he is acting in the public interest. I gathered from the tone of the Secretary of State's speech that he did not understand that simple point.
I make known not only my distaste for interference by the Executive in the actions of the judiciary, but my distaste and abhorrence for retrospective legislation, which I am sure is shared by all hon. Members. This legislation is retrospective.
§ Mr. Ryman
the Under-Secretary shakes his head. He does not understand clause 1(2). He should do me the courtesy of studying that clause. He says that it is not retrospective legislation, but the clause states:The Director General of Fair Trading shall remove from the register maintained by him under the said Act of 1976 any particulars".That is retrospective. Anyone with the most elementary knowledge of the interpretation of statutes would appreciate that that is retrospective. The word is "shall", not "may". It imposes a mandatory duty on the Director General to remove something that has been done.
§ Mr. Alexander Fletcher
The hon. Gentleman will be aware that the effective date of the action in clause 1(2) is the date of Royal Assent. On that date the agreements are removed from the register. That is not retrospective.
§ Mr. Ryman
I have not sufficiently understood the Under-Secretary's intervention. On reflection, and after considering further advice from his officials, he might come to the conclusion—I should have thought that this was plain as a pikestaff — that clause 1(2) contains a retrospective measure. I abhor retrospective legislation as, I believe, do most hon. Members. When Governments of any political colour, Tory or Labour, have attempted to introduce retrospective legislation — for example, in connection with the Burmah Oil case—they have been universally and correctly condemned by both sides of the House.
§ Mr. Nicholas Baker
This legislation would be retrospective if it stated that proceedings which had been commenced many years ago were void ab initio or that the writs that had been filed on the register were to be removed ab initio. No matter how much one may like or dislike the legislation, it does not say that. I do not believe that, under proper construction, clause 1(2) is retrospective.
§ Mr. Ryman
I have great respect for the hon. Gentleman's professional opinion, but I disagree with his submission. A common-sense construction of the subsection is that it is retrospective. If one looks at the realities and not the technicalities of the subsection, that is its substantial effect.
The House may consider the relationship between the Secretary of State for Trade and Industry and the Director General of Fair Trading to be more important than its distaste for retrospective legislation and its abhorrence for interference in the judical process by the Executive. The Bill demonstrates that the Secretary of State has treated the office of the Director General of Fair Trading with contempt. The previous Secretary of State said that he had not consulted him but had spoken to him once before speaking on the other side.
This goes right to the root of the relationship between the Secretary of State for Trade and Industry and the Director General of Fair Trading. I do not believe that the present Secretary of State understands his relationship with the Director General. He seemed to be confusing his relationship vis-à-vis the Monopolies and Mergers Commission and the Restrictive Practices Court. This is a different relationship. The Secretary of State can accept or reject the advice and recommendations that he receives from the Monopolies and Mergers Commission. The Director General of Fair Trading has replaced the Registrar of the Restrictive Practices Court and is in effect the official appointed by statute who deals with that court in. his own right and not as the agent of the Secretary of State. He does not make recommendations to the Secretary of State. That is a fundamental difference.
In riding roughshod over the Director General of Fair Trading, the Secretary of State has attempted to interfere in the relationship between the Director General and the Restrictive Practices Court. There has been no agreement between the parties. The plaintiff in the action is not the Secretary of State for Trade and Industry, but the Director General of Fair Trading. The defendant in the action is the stock exchange and the Secretary of State has no locus standi in the litigation. The Secretary of State has ordered someone over whom he has no ministerial responsibility to stop acting in a particular manner. The proceedings have in effect been stayed on his instructions. This is a monstrous proposition. By analogy, it is as though the Attorney-General had interfered with a prosecution after the Director of Public Prosecutions had begun proceedings. That would be wholly unsatisfactory and never occurs.
Reference has been made to the European repercussions of the Government's action. The European Commission is very interested in restrictive practices. If the Bill is passed, it may take the view that the practices involved do not comply with European Community regulations. The Commission may therefore seek to intervene. I suggest that, pending the hearing of this case before the Restrictive Practices Court, the Commission has stood by to await events. The hon. Member for Harrow, East (Mr. Dykes) has a perfectly plausible and sensible vision of a European stock exchange, but has he considered the consequences of the Bill in relation to the Commission? The Commission may well take the view that this legislation contravenes not one but many regulations.
The test is how the public interest is best served. In this case the public interest is the interest of members of the public who wish to buy and sell stocks and shares on the 227 stock exchange. How are their interests best protected? The Government say that those people's interests are best protected by certain changes which can be introduced more rapidly if the Bill is passed. The Opposition believe that those interests are best protected by allowing the due process of law to continue and letting the court decide what is or is not constrary to the public interest.
§ Mr. Ryman
I do not believe that it is a limited Bill. It is a short Bill with far-reaching consequences. That is why the Opposition take it so seriously.
I do not wish to make cheap party political points, but it is somewhat infra dig for the Government to interfere with the judicial process to protect a part of the community which the public believe, rightly or wrongly, to contain a large number of Tory supporters. I pay tribute to members of the stock exchange. I know many stockbrokers. I pay tribute to their work and I in no way disparage them. Nevertheless, it is a serious error of judgment for the Government to help their friends in such a blatant way immediately after a general election victory.
§ Mr. Ashdown
In relation to European legislation and the present procedures of the stock exchange, does the hon. Gentleman agree that under articles 85 and 86 of the treaty the European Court is at liberty to take action tomorrow without waiting for further legislation? Does he agree also that even if exemption from the 1976 Act became law today the European Court could take action tomorrow?
§ Mr. Ryman
I cannot express an immediate opinion on that, but it certainly seems likely. Perhaps the Minister will deal with that when he winds up the debate. As the hon. Gentleman has shown, by passing this legislation the Government are exposing themselves to action by the Commission. Perhaps the Minister will take instructions from his officials on that, if he has not already done so, and give us his views. It is a real problem and the Government should deal with it.
As I have said, the test is the public interest. I feel strongly that the public interest will not be served by this legislation. I do not believe the Government's claim that the stock exchange cannot reform within the framework of the action before the Restrictive Practices Court. Nor do I believe that the Government are sincere when they say that they have obtained concessions from the stock exchange which would have taken years to obtain through the court. The concessions which the Government have obtained with regard to minimum commission, the single capacity system and the various barriers to entry into stockbroking firms cover but a fraction of the more than 160 practices registered with the court by the Director General of Fair Trading. The Government falsely claim to have achieved concessions without litigation, when the Minister well knows, even if he has not the courage to say so, that only a fraction of the matters involved have been dealt with.
§ Mr. Alexander Fletcher
They are by far the most significant matters brought before the court by the Director General. No one would dispute that, except perhaps the hon. Gentleman.
§ Mr. Ryman
The Minister cannot have been listening carefully. I did not say that the concessions were not important. I said that they covered only a fraction of what the Director General had asked for. I have taken advice on this very recently and I understand that the Director General registered more than 160 agreements. I do not dispute the importance of the stock exchange concessions, but the Minister makes a thoroughly false point in his intervention, because the concessions cover only a fraction of the 160 or more registered agreements.
I shall not detain the House any longer as I know that many hon. Members are anxious to speak. [Interruption.] Despite the rude noises from the hon. Member for Birmingham, Selly Oak (Mr. Beaumont-Dark), who never bothers to stand up when he intervenes, but who, I understand, has an interest in these matters, I conclude by sincerely urging the House to consider whether the public interest is best served by this legislation. Having reflected on the matter for some time, I am convinced that the Bill will not serve the public interest. That is why the Opposition will vote against it.
§ Mr. Anthony Beaumont-Dark (Birmingham, Selly Oak)
It is interesting that whenever anyone else's interests are discussed—as is well known, I am a broker, but one with only a small percentage since I joined the House—the longest speeches are made by lawyers. Whenever we debate other people's interests, the people whose entire income derives from the folly of ill-written laws emanating from this Chamber — Queen's counsel whose clients have to pay huge fees to cover unnecessary juniors and the rest — make the longest speeches. Some lawyers specialise in conveyancing, others in taxation and company law. The first to speak out against the practices of the stock exchange are lawyers who specialise in taxation and company law. It ill behoves the profession which sits most on the back of this country through its charges to lecture others about what is necessary for the stock exchange. If I did not have so many friends who were lawyers, I would have made some unpalatable remarks.
We must deal further with Restrictive Practices Court. Would not the stock exchange have been better served had it allowed the case to proceed, and not come to an agreement with the Secretary of State? We all know how slowly lawyers work, and when they receive £1,000 per day they work very slowly. It would have been better for the individual stock exchange members had it taken about four years for the Restrictive Practices Court to arrive at a judgment. Had the court found against the rules, it would have had the power not to change them, only to say that they were wrong. That would have meant that the rules would have had to be rewritten and brought back again to the court, and the matter would have proceeded ad infinitum. We would have been talking about a process that might have lasted another 10 or 12 years.
The Gordian knot of the problem has been cut. The stock exchange has come to an agreement which I believe will be costly as to the number of firms. When this matter was raised by the previous Secretary of State in July, I 229 said, when discussing the matter with the hon. Member for Ashfield (Mr. Haynes), that within 10 years there would be half the present number of stockbrokers and financial institutions. In view of what has happened in the past three months, I believe that there will be fewer than half the present number of stock exchange institutions within the next three to five years.
We must bear in mind that the stock exchange is not trying to get round the problem as if it has been given some great gift. The financial world is changing at a fast pace. I do not say that that is bad. Great overseas interests—the Japanese. Americans and Germans—are coming into the City and are causing some distortion and much change. If the stock exchange is unable to change quickly enough, not just individual brokers or bankers but the whole City, which means the country, will lose. The balance of invisible trade for Britain in financial services involves a vast sum of money which could find its way into other hands.
The chairman of the stock exchange had a most onerous task in deciding to recommend the move to his members, and he is taking a considerable gamble with its future. I believe that in the end he will have taken the right decision. Had he been narrow-minded, he would have continued with the court case and that would have meant another 10 years passing before the introduction of a new set of rules.
§ Mr. Budgen
One of the arguments that the previous Secretary of State put forward was that if the rules changed that would enable members to "compete for business worldwide." Does my hon. Friend think that the rulebook, as it existed before 27 July, was an inhibition getting business worldwide?
§ Mr. Beaumont-Dark
One of the inhibitions that I foresee is that the member firms of the stock exchange are basically under-capitalised. If one is to compete with the great worldwide institutions, there is a need for much more capital. It is customary to make jokes about jobbers, but I believe that they perform a valuable service and need a great deal of capital. The changes in the rulebook, which the stock exchange has made voluntarily, have helped outside capital to come in.
It is customary to say that all competition is good, that the law of the jungle means the survival of the fittest and that those who give the best service survive. With the prospective changes which will occur—be they bids for insurance companies or potential bids for banks or firms of stockbrokers — Britain's problem will be that the institutions from Japan, Germany and America, which have different capital gains and taxation structures, make many of our largest institutions look very small.
The time will come, whether it be on the advice of the Bank of England or on the urgings of the House, when we may well have to lay down some criteria as to how much of our banking, insurance and stockbroking businesses may be controlled by foreign interests.
One of the great strengths of the City of London is that it is a great British multicellular institution which has enormous power and influence for the good of this country. Anybody who thinks that it is mardi gras time, that, with competition, anything goes, and that that will be helpful to our country, is wildly wrong. Such a state of affairs would be extremely damaging. I believe that the great majority of City interests should be under British 230 control. I think that that is the only way by which we can ensure our future, should we ever hit difficult times again, be it under the present Government or any other Government. Once our institutions are controlled by foreign interests, they can withdraw their huge assets and ensure that the British end of their assets, not the parent company, suffers.
I hope that the House and the Government will take on board the fact that we should have competition and that more people should be taking an interest and ensure that we compete in the world, but we must bear in mind that once we have sole control of the City of London, matters will be worse for us.
The Secretary of State said that no one can force people to sell. I do not believe that that is a sensible argument. In the end, an individual will take what is in that individual's financial best interest, but an individual's financial best interest is not always the country's financial best interest. I believe that we should always consider that matter.
§ Mr. Beaumont-Dark
I do not consider that that follows from what I have said. The Government must consider what is in the best interest of the country. I do not think that it is the country's best interest for the City or other institutions, be they industrial, insurance or broking, to be so tied that no one can ever compete with them. If we got to the stage of one of our big five national banks being taken over by a foreign interest, we would have to establish a permanent and hard guideline as to what we expected the future of the banking system to be.
§ Mr. Ashdown
Does the hon. Gentleman consider that it is in the interest of the country as a whole to have a Government who are prepared to intervene in a court action which is in progress on behalf of one side and with a specific disagreement towards the other party? Does the hon. Gentleman consider that to be in the best interests of the country, the Government, law or our institutions?
§ Mr. Beaumont-Dark
Lawyers ars so concerned with the law that they do not consider the interests of anyone else. The arguments are often between lawyers. The Government, on proper advice, are saying that the stock exchange must change with the changing financial world. Having a rule book before the Restrictive Practices Court, which does not understand the financial world— it is a specialised world in the same way that law is a specialised world — would ossify one of the most important fund raising parts of the City of London. Individuals will find themselves facing more fierce competition. The Bill will not protect brokers from competition, but will make that competition all the more fierce, and much sooner than expected.
I intend to support the Bill. Looking back, I believe that the stock exchange would have done better to fight on, which would have given another 10 years of fixed commissions. However, in the interests of the City and the country, the Bill is right.
§ 8 pm
§ Mr. John Fraser (Norwood)
I apologise for not having been present for most of the debate. That is not because I have only recently developed an interest in the 231 subject, but because I have been sitting in Committee on the Housing and Building Control Bill. I want to contribute to the debate because I was concerned with the stock exchange when I was a Minister.
The financial memorandum to the Bill claims that its passage will save £500,000 in public expenditure. Presumably, that relates to the fees and expenses that would have been incurred had the case gone to court. But the true measure of how much public expenditure can be lost or saved would have depended on the outcome of the court proceedings. If the Government thought that the Director General of Fair Trading would be successful in the proceedings, and that under the Restrictive Trade Practices Act the stock exchange dealer settlements and articles were likely to be struck down, the whole of the costs of the Director General—those already incurred and those that would be incurred in future action—which may be as high as £1 million, let alone £500,000—would have to be paid by the stock exchange. The Government must give a judgment whether the case would have been won or lost.
It is not unusual to ask for that. When actions are proceeding against a company, it is usual for an estimate to be given in the annual report of whether proceedings will be won or lost, and the consequences in both damages and costs.
§ Mr. Budgen
Although it is the invariable result of unsuccessful litigation between individuals that the loser pays the costs of both sides, had the proceedings against the stock exchange continued it is likely that the court would have ordered that each side should bear its costs.
§ Mr. Fraser
My understanding of past cases is that if someone is unable to show that the agreement complies with the law, he would be liable to pay the costs. The ABTA agreement was a similar case involving restrictive trade practices. Can the Minister tell the House who paid the costs of the proceedings in that case, when the agreement was largely struck down by the Restrictive Practices Court? It is important, for the accuracy of the financial memorandum, to have an estimate of what the costs would have been, based on experience, if the Office of Fair Trading had won.
Following the Restrictive Trade Practices Act 1976, stock exchange arrangements were clearly registrable and, provided that they were registered in due time, would remain valid until they were judged by the Restrictive Practices Court to be either for or against the public interest. Hundreds of agreements have been registered, but few have come to court. Many were discovered to have been operated by the banks. Some were registered, but others were not. On the whole, the financial institutions did not think it worthwhile to pursue the matter. Only one or two institutions thought it necessary to refer the matter to the Restrictive Practices Court, one of which was the stock exchange.
Right from the very beginning, the stock exchange—with the assistance of the Bank of England—has been anxious for an exemption. Soon after I became Minister for Consumer Affairs, I received a delegation from the stock exchange—which, to the best of my recollection, was accompanied by representatives from the Bank of England—asking for an exemption from the action. A 232 section of the 1976 Act enables the Secretary of State to grant an exemption if an agreement is reached that is in the public interest.
The Treasury's arm was twisted. Do not let us think that the stock exchange, the Bank of England, the City and its financial institutions are above twisting the arm of Government. Hints were thrown out that there might be problems with the selling of gilts; that the Government relied heavily on the Government broker; that the stock exchange was essential to the funding of Government debts — all with a view to obtaining an agreement, sanctioned by the Secretary of State, which would not involve going to court. A certain amount of pressure was put on Treasury Ministers as well as Ministers in the Department of Prices and Consumer Protection.
We concluded that the law should apply universally and without exemption. The rich, powerful and influential should not be treated in one way while everyone else was treated in a different way. The rule that applied to ABTA, the banks and most of industry should apply equally to the stock exchange.
§ Mr. Nicholas Baker
Would the hon. Gentleman and his colleagues have taken the same view had the stock exchange said, "We now agree to a substantial measure of reform that will do many of the things that many people —possibly even the Labour Cabinet—would like us to do?"
§ Mr. Fraser
That is a hypothetical question, but I shall answer it. I would not have been party to a hole-and-corner deal where the public had no say in the way in which such an agreement came about. That was not merely my decision. Shirley Williams was involved and, later, my hon. Friend the Member for Birmingham, Sparkbrook(Mr. Hattersley). We decided that the right way to deal with the matter was to have the issue of restrictive practices tested before the courts, in the same way as every other institution must have its practices tested.
When the Labour Government left office in 1979, the stock exchange and its friends at the Bank of England thought, "There is a new chance now because there is a new Secretary of State" — the right hon. Member for Shropshire, North (Mr. Biffen), now the Leader of the House, who was assisted by the right hon. Member for Gloucester (Mrs. Oppenheim). We do not have access to Cabinet minutes, but the right hon. Member for Shropshire, North and the right hon. Member for Gloucester were obviously approached by the stock exchange, which said, "Now that you lot are in, now that our friends are running the Government, may we have an exemption?" It is clear that the right hon. Member for Shropshire, North and the right hon. Member for Gloucester, and then Sir John Nott, as he now is, thought about it carefully and reached the same conclusion as we had reached — that it would be wrong to give an exemption to the stock exchange.
But the Government then introduced what I call the stock exchange amendment to the Competition Act 1980. they added a new clause in Committee which provided, quite sensibly, that if the stock exchange lost its action there could be a stay of execution for a considerable period after the judgment. The reason for such an amendment to the law to suit the stock exchange was to enable it to put up a new scheme that could be discussed in public and debated with the Director General of Fair Trading and the 233 Department of Trade. Discussion of that new scheme would have taken place in the light of the evidence available to every financial commentator and every member of the public, and the putting together of that scheme would have had the benefit of the judgment of the judges in the Restrictive Practices Court, even assuming that the stock exchange lost the case. Provision was made in the Competition Act 1980 for a compromise. It answered the question put by one Government Member about the possibility of a new kind of agreement.
It is like musical chairs at the Department of Trade. Hardly has a Minister got into the driving seat than he or she is off. I worked with Mrs. Shirley Williams and with my right hon. Friend the Member for Birmingham, Sparkbrook (Mr. Hattersley). Then there was the right hon. Member for Shropshire, North, Mr. John Nott and Lord Cockfield. Lord Cockfield has a few contacts in the City and no doubt they had a crack at him. They will have said, "We did not make much progress with Shirley Williams, Mr. Hattersley, Mr. Biffen or Mr. Nott but can you Lord Cockfield, do something about the stock exchange?" Clearly, however, Lord Cockfield, too, came to the conclusion that there was to be no exemption and that the matter should proceed to the Restrictive Practices Court.
There the matter stood until Sir Nicholas Goodison and the governor of the Bank of England were able to talk to the chairman of the Conservative party after the 1983 election. That is when there was a change. They talked to the Secretary of State for Trade and Industry, and they did a deal with him. In my view, it was a shady and behind-stairs deal. All the others had said no, but in the right hon. Member for Hertsmere (Mr. Parkinson), the chairman of the Conservative party, they had the one man who was capable of saying yes. The right hon. Gentleman promptly said yes and came to the House with the proposals for the Bill and the terms of the compromise. Every previous Minister for Trade or Consumer Affairs had refused the deal. Only the right hon. Member for Hertsmere agreed to this hole-and-corner deal.
My allegation against the right hon. Gentleman and against the Government is that they have given the stock exchange a special privilege because it is rich and powerful. I do not underestimate the importance of acting responsibly towards that institution, but it should have been done properly. The matter should have been publicly discussed and debated between the Director General and the chairman of the stock exchange before the Restrictive Practices Court. That is the obvious way of proceeding, and that is how every other case has been treated.
If that procedure was not satisfactory, the law could have been changed so that the judgment was made not by the Restrictive Practices Court but by the Monopolies and Mergers Commission. That body, instead, could have been invested with the power to make a judgment about whether the stock exchange arrangements were efficacious and in the public interest.
The commission could have had the benefit of all the documents and the information put together in the course of the case, and could have reached a judgment on the case. Furthermore, it could have had a much wider area of discretion than the Restrictive Practices Court. When the commission had published its report the Minister could have exercised the discretion that he has exercised in some Monopolies and Mergers Commission cases and rejected the advice of the commission outright. I do not know what 234 the Minister is whispering. He rejected the advice of the commission over credit cards. The commission said that certain credit cards transactions were againt the public interest, but the Minister rejected its advice, just as his hon. Friend rejected its advice in relation to a Scottish takeover.
There was, therefore, the possibility of a debate. It would still be possible for these arrangements to be debated by a Select Committee. If a Labour Government tried to make a special exemption — if we laid a Bill before the House by which we intended to nationalise one company or to give an exemption to a single institution —the ranks of Conservative Members would be up in arms, led, no doubt, by the hon. Member for Tiverton (Mr. Maxwell-Hyslop). They would behave as they behaved in the case of Bristol Channel Shiprepairers. However, they behave differently when the Tory Government give an exemption to the stock exchange. If the matter went before a Select Committee, there could still be a public debate, but the Government have chosen not to allow that. They have abdicated any further responsibility for the evolution of these arrangements. Evolution is the key word used by the Secretary of State. He said that the stock exchange should be allowed to evolve. I do not know how much effect the previous Secretary of State expected to have on evolution, but any chance that this Secretary of State might have of effecting evolution has been thrown away. If the stock exchange is removed from the register, there will be no futher control. It is a complete abdication of his responsibilities and a kick in the teeth for the Director General of Fair Trading who at least could have been given a monitoring role on future developments. It is by no means unusual for the Director General to be allowed to monitor restrictive arrangements to see what progress is made. However, in this case there is only an abdication of responsibility and the dismissal of dues of the Director General of Fair Trading. The whole thing is shabby and sordid. For these reasons, in order to preserve the integrity of the Director General and the courts, and in order to have these matters openly debated, I shall vote against the Bill tonight.
§ Mr. Nicholas Budgen (Wolverhampton, South-West)
I shall make only two short points. The first is about the deal, if I may call it that. I hope that when he replies to the debate my hon. Friend will give us a fuller explanation of the two arguments put forward by my right hon. Friend the Member for Hertsmere (Mr. Parkinson) on 27 July. The deal is open to misunderstanding, and it is not only Opposition Members who feel uneasy about it. Although we may feel uneasy, we can understand that there may be circumstances in which it would be right to exempt a body from the operation of the law, even after proceedings have started. However, the reasons put forward by the Government today and on 27 July have been very short and not very substantial.
The reasons put forward on 27 July were, first, that while the proceedings were pending it was difficult for the stock exchange to make changes to enable its members to compete for business worldwide. I understand that while proceedings are pending it is difficult, in the words of my hon. Friend the Member for Dewsbury (Mr. Whitfield), for the chairman of the stock exchange to say to his clients, "You are on a loser—settle." Anyone who has had the difficulty of trying to settle a case with a reluctant client 235 knows that it is often difficult to get one client to settle. If one has a thousand clients, it must be very difficult indeed to get them to settle. I understand that it was difficult for Sir Nicholas Goodison to suggest any form of settlement while proceedings were pending.
The first argument continues that the changes would enable stock exchange members to compete for business worldwide. In 1974–75, when the stock exchange was on the floor and there was a serious risk of long-term damage to the stock exchange, the quick resuscitation of the stock exchange would have been plainly in the national interest. I have not heard any argument, however, to the effect that the rules at present obtaining are any inhibition on worldwide business.
On 27 July my right hon. Friend the Member for Taunton (Mr. du Cann), who knows a great deal about the practical workings of the stock exchange, said in discussing the deal that the main inhibition on the holding of stocks and shares was stamp duty. I have no vast experience of the City or contacts with it. I can only say that those to whom I speak say that stamp duty is the principal inhibition on business worldwide. I find myself as yet unpersuaded by the first argument put forward.
The second argument that was put forward by my right hon. Friend the Member for Hertsmere on 27 July is one that he has put forward again today. He said that in his opinion the court was not competent to rule upon the restrictive practices operated by the stock exchange. That is an extraordinary argument. If the court is not competent to rule on the restrictive practices of the stock exchange, whose restrictive practices is it competent to rule upon? For instance, will it be open to cement makers, who may have entered into a restrictive practice, to go to the court and say to the judges, "Let me look at your hands. Have you ever turned a cement mixer? Have you ever entered into an arrangement with another cement mixer? I will be judged only by a cement maker." When we come to legislate on the trade unions, will we say, "Show your union cards or you may not vote on this matter"?
Surely, and seriously, our society depends upon the proposition that moderately competent people can understand evidence about other walks of life and, with a little effort and an attempt to evaluate the arguments, are capable of some form of objective analysis and, if necessary, can lay down rules for that group of society to which they do not belong. I do not understand the arguments that my right hon. Friend put forward. If they are right, they are a fundamental attack on the basis of what I regard as our still cohesive society.
The deal was on the basis that it was possible to abolish minimum commissions, but that the abolition would not have the effect of doing anything to single capacity. The then Secretary of State said:With regard to single capacity — the broker-jobber relationship—we believe that there is a strong case, in the interest of investor protection, for maintaining single capacity."—[Official Report, 27 July 1983; Vol. 46, c. 1201.]The then Secretary of State plainly envisaged that single capacity would remain for the foreseeable future.
§ Mr. Budgen
My right hon. Friend thought that it would exist for the time being. He then advocated a form of modified self-regulation. This where I come to my point 236 about the future. It has been plain since 27 July that single capacity has gone with the abolition of minimum commission.
The more one thinks about it, the more obvious it is that the stock exchange will force it for this crude reason: it is plain from the American experience that many stockbroking firms will lose a great deal of income with the abolition of minimum commissions. However, it is plain that with a dual or multiple capacity, a stockbroking firm has a capital asset to sell which is much more valuable than it was before 27 July. It will wish to compensate for its loss of income by selling a capital asset. I see that I have some support from right hon. and hon. Gentlemen.
There are some advantages in a small society of people from, on the whole, much the same background. They know each other. They know each other's strengths and weaknesses, and they have, perhaps even from their school days, a knowledge of who is to be trusted. That is a useful village atmosphere for self-regulation. It has worked well in the self-regulation of a body of about 1,000 people. It is significant that we are debating the affairs of the stock exchange in a much happier atmosphere — there is a certain amount of strife between the parties—than we debated the affairs of Lloyd's, because at present there is no suspicion of major scandals within the stock exchange. In this small group, mainly of partners, there is no great suspicion of irregularity, which shows that their self-regulation works. The question is whether even modified self-regulation will work in the future.
I take it as self-evident that single capacity has gone. As my hon. Friend the Member for Birmingham, Selly Oak (Mr. Beaumont-Dark) said, there is said to be a shortage of capital. Big money will come into the stockbroking firms. Then the outdated, old-boy village atmosphere of self-regulation, with all its faults and strengths, will go. Those who are partners, jointly and severally liable, will become employees of big and, in many instances, foreign money. I suggest that that atmosphere is unsuited to self-regulation.
It is plain, is it not, that since 27 July there has been a vastly increasing role for the Bank of England? Is that right? The Bank of England still trades upon its old, pre-1945 independence, but it is now no more than a well-paid arm of the Treasury. It seems rather odd when I hear from some of my friends, whose names I shall not reveal, that the figure of 90 per cent. of those who voted for the deal in the stock exchange would have been a great deal less but for the activities of the Bank of England. I exalt the role of the Whip in the House, but I cannot help wondering whether the Bank of England is properly employed as the Whip and the judge in the City.
I was somewhat disturbed by the way in which my right hon. Friend the Secretary of State said that the system of partial self-regulation, which was thought up in the deal, would continue indefinitely. If I carry the House with me when I say that we are now in for the multiple financial institution, it will agree that it would appear that we must have a stock exchange Act for everyone's good. I say that because the then Secretary of State was right to say that single capacity was important to protect the investor. If single capacity has gone, the investor must be protected. Moreover, I believe that the members of the stock exchange ought not to be subject to the arbitary whims of an arm of the Government. Furthermore, there will be great pressure on the Bank of England in its supervisory role when foreign money wants to enter the country.
237 My hon. Friend the Member for Selly Oak said that stockbrokers were under-capitalised. I do not know whether that is true, but I shall accept the proposition for the sake of my argument. Along comes a large Japanese institution that wants to buy up 30 per cent. of a large stockbroker firm. It is quite wrong that there should be no clear rules or statutes to decide whether such outside money should come into the City. It is also wrong that such a decision should depend on, for example, whether there is a row at that time about the number of cars that the Japanese are exporting to us and whether they are reducing the flow of cars or some other goods.
The supervision of the Bank of England, combined with modified self-regulation, is wholly inadequate. If we recognise that tonight, we are witnessing the end of minimum commissions and single capacity and the emergence of a quite different form of broking and jobbing institution. We must contemplate a stockbrokers Act which will give regularity and certainty instead of the arbitary intervention of the Bank of England or the Government.
§ Mr. George Park (Coventry, North-East)
I am sorry that the hon. Member for Birmingham, Selly Oak (Mr. Beaumont-Dark) is not here, as I want to refer to his speech. He adopted the customary tactic—if someone has turned a spotlight on an interest and one does not like it, one creates a diversion. The hon. Gentleman launched into a tirade against the legal profession. The odd thing about that argument was that it was one closed shop having a go at another.
I am struck by the Government's attitude towards the stock exchange as compared to their attitude towards the trade unions. With the trade unions, the Government make no bones about legislating against them. If anyone dares to suggest that it is reasonable to support the closed shop in the trade unions they are condemned to the nether darkness. In this Bill, however, they are adopting a much more tender attitude. It can be taken as a guide, or possibly as a warning, about the Government's attitude to other professional organisations, the practices of which have caused anxiety in the Office of Fair Trading. We are not likely to hear of any strictures being imposed on the closed shop operated by the legal profession or the medical profession, yet they are every bit as much of a closed shop as some factories. There is no need to comment on that.
The Bill and the agreement which the right hon. Member for Hertsmere (Mr. Parkinson) struck allow what are acknowledged to be restrictive practices. They are being allowed to continue. For the minimum commission, that practice will be allowed to continue until 1987. For the others it will be allowed to continue indefinitely.
By exempting the stock exchange from the Act, any statutory control and pressure on the stock exchange will be lost. It was only the existence of the legislation that produced the few concessions that have been made. Previous Ministers of both parties resisted pressure from the stock exchange, but the present Government appreciated that the courts were taking the lid off a can of worms. They wanted to put that lid on smartly to allow the worms to continue to intertwine comfortably in the darkness of the tin so that nobody could see what was going on.
I echo the remarks of my hon. Friend the Member for Blyth Valley (Mr. Ryman), that the Bill puts an end to 238 litigation currently before the courts. He knew of no precedent. I do not know of one, although I am not a member of the legal profession. However, I have made inquiries and cannot find a precedent. The Government, and more particularly the Bank of England, have succumbed to City pressure. They need the jobbing system to sell gilts to fund the borrowing requirement and to sell the shares in enterprises that are to be privatised. It is all part of the jigsaw under the Government.
The changes that the Bill is intended to delay or prevent will be needed if the City's financial institutions are to be strong and broad based enough to withstand the undoubted international competition that is already there and will become greater. Paradoxically, the Bill will fail in its objective of delaying and impeding change. It is generally agreed that the restrictive practices depend on one another. There is a domino effect. If one goes down, the others follow. Most people expect that, far from producing an orderly transition, the voluntary agreement with the stock exchange to phase out the minimum commission will produce a rush for change. The Government have no intention of controlling that rush. In that melee there will be opportunities for American and Japanese financial interests to sieze control of chunks of the City's operations.
From my experience in other parts of industry, I know that in bad times a multinational operation is taken back to where the parent company is, and the "branch lines" are chopped off. I wonder what would be said if we found that the financial control was no longer centred on this country buy 3,000, 4,000 or 5,000 miles away.
In other countries, statutory control is normal because it is needed to prevent a conflict of interests once the single capacity has gone. It is recognised as desirable in many parts of the City. We have heard comments to that effect today.
Therefore, the Bill is but one more example of the Government doing what, in their eyes, they were elected to do, which is to look after their people. As that is not in the national interest, we should not subscribe to it.
§ Mr. Nicholas Baker (Dorset, North)
I shall be extremely brief in view of the lateness of the hour. I welcome the Bill because I see it as part of a much more positive attitude by the Government to the financial institutions of the country. That is very much overdue. I cannot resist the opportunity to welcome the announcement about the implementation of the Cork committee's report and also the announcement that a final report from Professor Gower about investor protection is expected at the end of this year. I suppose that the securities Bill that will follow will deal, as my hon. Friend the Member for Chichester (Mr. Nelson) said, with many of the affairs of the stock exchange, which will then be under indirect parliamentary control.
Reference has been made to the importance of the stock exchange to the country. Its contribution to invisible earnings was £44 million in 1982. I am told that 18,000 people work on the stock exchange. Nothing has been said during the debate about those people and it is to them that we have an obligation to try to ensure that the reform on which we are engaged provides a lasting framework.
I wish to refer briefly to the issue of the deal and the agreement to compromise the action. I see nothing wrong in pressure for exemption having been put on various 239 Secretaries of State, although Opposition Members suggested that there was something improper about that. I see nothing improper in that, nor do I see anything wrong in arranging a fair compromise of the litigation, which, after all, is done regularly. It is not agreed that any of the 160 or 170 positions taken by the Office of Fair Trading in the litigation were either good or bad. There are good grounds for compromise of the litigation and for exempting the stock exchange from the Restrictive Trade Practices Act 1976, although I accept that what is taking place is not precisely and purely one or the other. That is why some lawyer Members have expressed concern about it.
§ Mr. Gould
The hon. Gentleman has twice used the phrase "compromise of the litigation". Surely he is aware that this is not a case of agreement between the parties to the litigation. This is a case of litigation being stopped by statute. I should be interested to know whether the hon. Gentleman can think of any precedent for that.
§ Mr. Baker
I cannot think of a precedent for it, but it is being compromised because, in effect, the Office of Fair Trading is the instrument of Parliament through legislation, not the instrument of Government. I accept that; that is why I think that what is happening cannot precisely be brought within the terms of either compromise of the litigation or exemption. But there are grounds of public interest for what is taking place.
The Restrictive Trade Practices Act applies to the provision of goods and services which are sold or supplied, and it is designed to deal with the practices of the stock exchange, and with whether the agreements are restrictive or not. As my right hon. Friend the Secretary of State made clear, the agreement that has been arrived at does not relate to one or two of the stock exchange's practices but relates fundamentally to the whole basis on which the stock exchange works. It is right that we should be concerned with the establishment and the supervision of the market, the qualifications of those who practice, as well as with the stocks and shares that are bought or sold in the market.
We are engaged in a reform of the stock exchange and the Restrictive Practices Court is not designed to set about a reform of the institutions. It is designed, at considerable length and cost, to comment and adjudicate upon certain practices that are carried on in trading organisations. The examination of the public interest suggests that the future conduct of the stock exchange, within a self-regulatory framework, should be undertaken by Parliament, rather than by the Office of Fair Trading. As my hon. Friend the Member for Wolverhampton, South-West (Mr. Budgen) said, a stock exchange Act may eventually be required, but I very much hope that that will not be necessary. However, it is right that the power and the decision about what action should be taken to regulate the stock exchange should come from Parliament, not from the Office of Fair Trading.
In this long and interesting debate we have not adequately considered what would happen if the Bill were defeated. The stock exchange would be engaged in court in long adversarial proceedings, continuing probably for many years. There is no guaranteed timetable with the courts. If the Bill is not enacted, the case probably could not start until 1985. What I said in an earlier intervention about changes in stock exchange practice has been 240 insufficiently appreciated — if I may say so. Any changes in procedure in the stock exchange would have to go back to the court, and that would be a long and highly disruptive process. When we are considering the public interest and, in particular, investor protection, that is not something that we should contemplate. Parliament is the forum in which we should discuss the framework that we wish to impose.
Self-regulation is the way to control the financial system. The dangers of the Securities and Exchange Commission in the United States have been ignored in our debate this evening. They would involve a considerable increase in bureaucracy, which most hon. Members would find it difficult to justify. The reforms at Lloyd's have been mentioned this evening. They are taking place now in a self-regulatory system that we in Parliament imposed, and they show how tough and effective a self-regulatory system can be. I see no reason why a self-regulatory system cannot provide sufficient investor protection.
My second and final point concerns my belief in the share-owning democracy. I hope that my right hon. Friend will watch the future development and reforms of the stock exchange carefully to ensure that investment protection is recognised, as my hon. Friend the Member for Chichester said. That will be the test of whether the reforms that we are undertaking in the Bill—not just a compromise of legal proceedings, but fundamental reforms—will work. I want a flexible system, within a self-regulatory framework, which will be a further spur to the share-owning democracy that many of us want.
§ Mr. Tim Smith (Beaconsfield)
The agreement that was reached in July this year between my right hon. Friend the Member for Hertsmere (Mr. Parkinson), the former Secretary of State for Trade and Industry, and Sir Nicholas Goodison, the chairman of the stock exchange, should be judged against two overriding criteria.
The first of these is whether the agreement on which the Bill is based will lead to a more efficient and more competitive capital market in London. By that I mean a market that facilitates the raising of new capital for industry and commerce, that is capable of meeting the Government's funding requirements and that can compete, against overseas markets and secure substantial invisible earnings for the United Kingdom.
Although the stock exchange is a substantial invisible earner, as my hon. Friend the Member for Dorset, North (Mr. Baker) said, the restrictive agreements that have hedged about the arrangements of the stock exchange in the last years have inhibited its growth. Stockbrokers are under-capitalised because it is not possible for people to take more than a 30 per cent. stake in them. It is true that stamp duty is an inhibition and I shall say something about that. More particularly, high minimum commissions have acted as an inhibition because they have rendered the market uncompetitive.
The breaking down of these restrictions will mean that in future the market will be more competitive. Although no doubt one of the main pressures on the exchange to make changes has been the impending restrictive trade practices case, there have also been strong competitive presures in the last few years. The market for financial services is changing so rapidly that changes were bound to come about.
241 The way in which one needs to assess this agreement is to look at developments during the last three months and compare them with the total lack of activity in the last three, four and five years. That is the acid test that demonstrates that my right hon. Friend the Secretary of State was entirely right to reach the agreement that he has reached.
There is another important criterion by which any such deal will be judged. Will it secure a reasonable degree of investor protection? By investor protection I mean not protection against bad investment decisions but protection from fraud, negligence and inadequate information. There it is a little harder to say because there is no doubt that existing single capacity arrangements protect the investor. It is hard to see the way forward. It is clearly essential that, whatever developments take place, we have adequate investor protection.
From the history of the present arrangements, single capacity was not introduced in the first place to establish investor protection. From a note supplied by the Library, it appears that it was introduced in 1908 and it was apparently thought necessary for the market in foreign securities. When it was established, it was apparent only a few years later that any system of single capacity necessitated fixed commissions. That is why I think that the consequence for single capacity of negotiated commissions must be clear—that is, that single capacity will disappear very rapidly. That is the conclusion of the paper to which the right hon. Member for Bethnal Green and Stepney (Mr. Shore) referred in his speech, the paper produced by the City capital markets committee, which offers one of the best assessments of the likely way forward. As for negotiated commissions, the committee says that it doubts whether commercial pressure will permit anything other than what has come to be known as the "big bang". I think the committee is right in saying that, if that is going to happen, there needs to be some delay before that comes in so that the market can make suitable arrangements.
The paper also points to the dangers of continuing with the present system and prohibiting dual capacity until the need for it becomes evident as the result of activities of investment houses outside the stock exchange. That is a very important point.
The history of financial markets is and always has been one of the regulatory authorities, whether the Government or other authorities, trying to keep pace with developments or else inhibiting them and I believe that the previous arrangements have inhibited arrangements in the stock exchange. Either way, the history has been that the authorities have tried to keep pace.
The case against the stock exchange under the Act has hung over it like a black cloud, it has stultified development, as my right hon. Friend said in introducing the Bill, and it has enabled competing markets overseas to get ahead of London.
The retention of single capacity for any length of time could have precisely the same effect and the paper I referred to reaches that conclusion. It is therefore my belief that we will have a more efficient and more competitive capital market if fixed commissions and single capacity disappear together.
In those circumstances the critical question is how we are to secure investor protection. I believe that we can secure it in other ways, and that is what the stock exchange must work towards. The most important aspect of that will 242 undoubtedly be the immediate publication of information for investors. Bargains, with the size of the bargain and price, will have to be published instantaneously and there will have to be a stock exchange tape as there is in New York. In that way users of the market will have confidence that the prices at which their business is transacted are the actual prices in the market at the time of dealing. It will also be important for the broker to declare whether he is dealing as a principal or as an agent. The full disclosure of information is a powerful weapon in the hands of the investor.
The Bill must be considered in a wider context. For example, there is, more generally, the Gower report on investor protection. As I said, the market in financial services is developing rapidly and it is difficult for the regulators to keep pace with developments. There is no doubt that Gower will have something to say about the position of the stock exchange and may recommend that there should be a statutory framework for it.
There is also the fast growing over-the-counter market, over which there is virtually no regulation, and the expanding sphere of investment advisers. I am glad to say that the National Association of Security Dealers and Investment Managers, to which I am the parliamentary consultant, is near to recognition as a fully self-regulatory body. In my view, that is the way forward and I should like to see the development of self-regulation against a statutory background.
There is urgent need to encourage the small investor, as has been mentioned during the debate. There is no evidence that negotiated commissions will be of any use to the small investor. Indeed, the reverse may be the case. Why is it that funds invested in a life policy attract 15 per cent. tax relief while funds directed to the stock exchange attract 2 per cent. stamp duty?
§ Mr. Smith
It is, and I shall be interested to hear my hon. Friend's answer later. Stamp duty should be abolished or at least halved, because it has inhibited the growth of the market; the special privileges that the jobbers now have in connection with stamp duty should be extended to all who are market makers.
The outside ownership of firms is to be limited to 29.9 per cent. per owner. Why? If we are to have a really effective British securities industry we should have no qualms about people acquiring larger proportions. Only if they have control will they be likely to inject the capital that will be required. I believe that it will be necessary for outsiders to be able to control member firms and that the rule will eventually go, along with fixed commissions and single capacity.
I support the agreement that has been reached between the Government and the stock exchange. I support the Bill, and it is a tribute to my right hon. Friend the Member for Hertsmere that it has been vindicated by events since 27 July.
§ 9 pm
§ Mr. Richard Shepherd (Aldridge-Brownhills)
In view of the lateness of the hour I shall be brief, but I shall be mindful of the injunction of the hon. Member for Blyth Valley (Mr. Ryman) not to repeat that which has been said before, which is difficult. I am conscious of the fact that many of the arguments that I should have deployed have 243 been effectively made by my hon. Friends the Members for Wolverhampton, South-West (Mr. Budgen) and for Dewsbury (Mr. Whitfield). I share the concern that judicial proceedings in progress are being stopped by extraordinary legislation. The very nature of that proceeding makes us pause and ask whether this decision to introduce legislation calls into question the present arrangements for reaching conclusions on restrictive practices, as it must do.
We must then ask ourselves whether we have a coherent competition strategy or just a series of ad hoc judgments made by the Secretary of State or the Bank of England. Do we have an overall view of what competition is or should be, or is it merely a continual series of special circumstances? There is this problem with the stock exchange, as there is with the Lloyd's Act. It begs the question raised by my right hon. Friend for Taunton (Mr. du Cann) on 27 July whether the Government should restate their competition policy. What are, or what should be, the constitutional arrangements for overseeing competition and overseeing restrictive practices?
As my hon. Friend the Member for Wolverhampton, South-West said, the role of the Bank of England has been increasing, and the relationship between the Bank of England and the Government is close. We are not necessarily looking at independent judgments backed by a coherent framework of law which we can hold to be demonstrable. We are therefore stepping into the murky waters of ad hoc arrangements to suit particular cases. The experience of the City, particularly of Lloyd's and perhaps of the stock exchange, leads one to believe that there should be a strong and independent regulatory framework. Self-regulation is, alas, a thing of the past, for the reasons set out by my hon. Friend the Member for Wolverhampton, South-West. They are reasons well understood in the outside world.
One can see the degree to which the United States tries to protect the consumer, the purchaser and the user of services. It may be said that in the United States, it is litigious that there is a defence or a protection in the recourse to law. However, if we are to take independent, ad hoc judgments every time, we are dependent upon the view of an individual Secretary of State, who carries with him a Cabinet. That makes us an uncertain country in which to ensure the administration of great industries, great professions or great sections of security interest.
We have heard the Government's arguments, and this is a fait accompli which I bitterly regret, but I say as a mild protest that I should have liked to see discussions in the House on whether the office of the Director General of Fair Trading is an appropriate way to view certain arrangements. As has been pointed out many times this evening, there was an opportunity to interrupt this process. In the original outline of the Bill the stock exchange could have sought and been granted the protection that was available. Those who went before us took the view as legislators, that this was not an appropriate body to give protection of that nature. It should be open to obvious and open scrutiny and should be able to argue, if its practices are in the proper interest, before a public body. That is an important principle.
I ask my hon. Friend when he comes to wind up the debate to go some way towards looking for a coherent competition policy and a framework within which we and 244 society can work towards making a more effective and efficient society. Deals such as this impede progress. It seems to be a fact that the stock exchange has only moved to where it is because of this impending case. It was difficult for it to get there, for the reasons set out by my hon. Friend the Member for Wolverhampton, South-West. It has to deal with a large number of people who are frightened of losing the restrictive practices that guarantee them an income.
I pay tribute to my hon. Friend the Member for Birmingham, Selly Oak (Mr. Beaumont-Dark), by way of a declaration of interest, as I have used the services of his firm, to which I owe so much. The experience has been a refreshing and interesting one, but has nevertheless made me conscious that when we come to judge these issues there must be a clear independent framework, so that society can move within the clearly defined limits of that framework.
§ 9.4 pm
§ Mr. Bryan Gould (Dagenham)
We have had an interesting debate on a short Bill. It has been interesting not least because of the strength, number and persuasiveness of the dissenting voices in the Conservative party. One of the most effective, and briefest, contributions was that of the hon. Member for Aldridge-Brownhills (Mr. Shepherd).
The Bill is short and could, on its face, be considered inoffensive, yet there is a mystery at the heart of the Bill. The mystery, which has not been properly explained today, is why, after seven years of preparation, beginning with legislation from which the stock exchange could have been exempted, followed by registrations and reference to the court, the preparation of litigation and repeated representations to successive Ministers, the Government suddenly decided to cave in, to reach a voluntary agreement with the stock exchange and to introduce this Bill. What changed in July of this year?
The Bill is not simply technical matter. Its avowed bipartisan objective is to outlaw restrictive practices that are against the public interest, and it raises a genuine question of public policy—the exemption of the stock exchange from the provisions of the Restrictive Trade Practices Act 1976. It is probably the most important case ever considered by the Director General, who, since 1977, and especially since 1979 when the case was referred to the court, has expended much time, effort and money to bring the case to fruition.
Successive Ministers resisted representations by the stock exchange, beginning with my hon. Friend the Member for Norwood (Mr. Fraser) and followed by Sir John Nott, by the present Leader of the House, by Lord Cockfield and by countless other Ministers. We have also heard that the Prime Minister may have told the Wilson committee that she, too, took a tough line on this matter. On each occasion the stock exchange was rebuffed, and successive Ministers made it clear that the Restrictive Practices Court was the best forum to resolve these difficult questions.
As my right hon. Friend the Member for Bethnal Green and Stepney (Mr. Shore) said, not only was there a series of ministerial pronouncements in response to the representations, but the Government took legislative steps to make the Restrictive Practices Court an even more appropriate body to deal with some of the objections that might have been raised to referring this case to the court. 245 In the Competition Act 1980 the criteria for deciding whether a restrictive practice was in the public interest were widened and the court was given the power to defer the effect of an order that it might make.
Against that history of consistent bipartisan practice, when the case had begun and was due to be heard in January of next year, and when the parties had stated their cases, why did the former Secretary of State, the right hon. Member for Hertsmere (Mr. Parkinson)—who was then chairman of the Conservative party—change his mind? That question has not been answered, which is extraordinary, because, as he conceded in response to my earlier intervention, although he informed the Director General of the proposals, and then told him after he had reached his decision, at no stage did he consult the Director General or bring him into the conversations.
The present Secretary of State suggested, at least by implication, an argument that has been heard elsewhere, which is that an adversarial court proceeding is not the right way to resolve such a complex matter. It is difficult to accept that argument, for a number of reasons. It is not an argument that might have occurred to the Minister in the past few moments. It was implicit from the moment the stock exchange was brought within the ambit of the Restrictive Trade Practices Act 1976. It is, too, an extraordinary slur on the Restricive Practices Court and the whole judicial process to argue that that court is somehow incompetent to deal with these issues. Where will that argument stop? Are we to say that the courts should not — as they currently do — deal with immensely complicated cases of tax, fraud, trusts and so on? Of course not. We must accept that the Restrictive Practice Court is competent to deal with questions of restrictive practice.
§ Mr. Gould
If we felt that the court was not an appropriate instrument, the option would be to change the Act in some way to produce an effective instrument.
We ought to be clear about what the Restrictive Practices Court was asked to decide. It had to decide whether admittedly restrictive practices were in the public interest. The fact that the Government and the stock exchange have acted in this extraordinary way to remove the case from the court suggests that they had little confidence in being able to satisfy anyone that these practices were in the public interest.
Perhaps the only substantial point in the speech of the Secretary of State was that it was necessary to bring an end to the litigation because in some mysterious way that litigation made it impossible for the stock exchange to bring about changes on its own account. Nothing supports that argument. There is no reason why members of the stock exchange—unilaterally if necessary—should not have adapted their rules and re-registered them, confident that the stock exchange would thus improve its chances of success before the Restrictive Practices Court.
§ Mr. Budgen
Does the hon. Gentleman agree that a large number of stockbrokers believed that single capacity and minimum commissions stood together and, therefore, that if the Secretary of State had tried to settle before the deal it is doubtful whether he would have been able to gain the support of the majority of members of the stock exchange?
§ Mr. Gould
I understand the point made by the hon. Gentleman earlier in the debate. I shall consider in a moment the best way of proceeding to avoid some of these problems.
It was not the Act or the prospect of litigation that made it difficult for the stock exchange to make voluntary changes in its regulations. The Secretary of State used the word "petrified" to describe its state of mind. He took care to explain that he was using the word in its literal rather than its more usual sense, but the stock exchange was indeed frightened by the litigation and it was this fear which produced the minimum agreement for change. The stock exchange did not concede in its voluntary agreement everything that the Restrictive Practices Court would have required of it. It is accepted on all sides that the court would have put an end to the minimum commission system because it was against the public interest.
§ Mr. Nicholas Baker
Does the hon. Gentleman accept that the main fear is of uncertainty, which is most damaging of all?
§ Mr. Gould
The hon. Gentleman's question takes me further into my speech than I care to go at this stage, but I shall certainly deal with it in due course.
I believe that it is generally accepted in the City and elsewhere that the court would certainly have struck out the minimum commission system. Recognising that certainty, the stock exchange has conceded the point, albeit with a three-year delay. On the other restrictive practices—the single capacity system and the limit on outside ownership—there was a very good chance that the court would have rejected them as well.
Therefore, it cannot be argued that the then Secretary of State achieved through voluntary agreement what might have been achieved by pursuing the case in court. The right hon. Member for Hertsmere in his contribution constantly hopped between what was actually in his mind and actually intended by the agreement and what is now conceded to be the almost inevitable consequences of the agreement. One was a limited system of change. the other is an unpredictable series of changes.
The consequences of the voluntary agreement and the Bill are that the clear policy of successive Governments against restrictive practices, backed up by statutory provision, has been abandoned exceptionally in the case of the stock exchange. Well over 100 acknowledged restrictive practices will remain in force—until 1987 in the case of the rules for minimum commissions and indefinitely in the case of others.
The position of the Director General has been gravely weakened. He has been treated with less than full respect. His hard work on his most important case has been set at naught. He was not even consulted.
§ Mr. Parkinson
The hon. Gentleman keeps returning to the claim that the Director General was not consulted. The Director General was consulted — I discussed the matter with him twice—but he was advised by his own lawyers that he was under a statutory obligation to pursue the case and therefore was not in a position to make any agreement with me. The hon. Gentleman asks why I did not try to persuade the Director General. The answer is that the Director General was not persuadable because he was advised that his legal duty was to carry on with the case. 247 That is why there was no question of my obtaining his consent to the agreement. He was legally bound to pursue the court action.
§ Mr. Gould
The Bill not only ends the litigation but requires the Director General to expunge from his records the restrictive practices already registered. Furthermore, for the future it exempts the stock exchange from the provisions of the Restrictive Trade Practices Act.
We are therefore left with an unenforceable voluntary agreement with no opportunity to reimpose the systems of control in respect of restrictive trade practices which successive Parliaments and Governments have thought necessary. It took seven years of pressure, backed up by legislation, to produce this meagre result and we are now left with no instrument or weapon whatever to ensure that further unpredictable changes will be brought within the ambit of that legislation.
We are entitled to ask the present Secretary of State what is left of the Government's competition policy. Some Conservative Members have already asked this question. Are we left merely with a system of ad hoc decisions with no discernible consistency of practice? If that is so, the whole competition policy on which the Government allegedly place such emphasis and reliance is shot through with inconsistencies and can command no confidence whatever.
§ Mr. Tebbit
No, the stock exchange is merely being put in a position not greatly different from that of the trade unions, the legal professions and various other bodies in relation to the legislation.
§ Mr. Gould
The right hon. Gentleman tempts me. What is happening to the stock exchange raises two questions. First, what will be the right hon. Gentleman's attitude to the restrictive practices—about which some of his hon. Friends have been waxing eloquent — of other groups of professional men? Such practices have already attracted the attention of the Director General of Fair Trading.
Secondly, we must contrast the right hon. Gentleman's approach to the stock exchange and the tenderness that he has shown to its interests with the eagerness with which he has ventured into the legislative sphere to intervene in the operations of trade unions.
The right hon. Gentleman is extremely impatient of any argument that any trade union practices, especially the closed shop, could conceivably be in the public interest. He dare not submit that question in respect of the stock exchange to the mechanism of his own legislation.
The Government, in their anxiety to help their friends in the City——
§ Mr. Gould
In their anxiety to help their friends in the City, the Government have broken new ground. A small dispute occured earlier about whether the Bill was retrospective in any technical sense. I accept that, technically speaking, it is not retrospective, but I think that anybody who understands the purpose and the effect of the Bill would accept its retrospective effect. More importantly, the Bill interferes with the judicial process while a case is before the court. I believe that that aspect of the Bill has caused widespread concern not just to the Opposition but to Conservative Members, to the City and to informed opinion.
When the Minister replies, will he suggest any precedent for legislation which, against the will of one of the parties—especially when the party is a Government servant — puts an end to current litigation? I shall be interested to know if he can find such an example.
What is the Government's true motivation? Setting aside any imputation of unworthy motives in what was done by the right hon. Member for Hertsmere in the absence of any convincing explanation the Opposition are entitled to speculate. The ghost at the feast is the Bank of England, which put pressure on the Government and led to their late change of heart.
The bank, through the Government broker, is extremely keen on the present arrangement. It has a nice cosy relationship with the major jobbers and has come to rely on them to fund the enormous Government borrowing requirement and to undertake the sale of billions of pounds of gilts. The Government are extremely anxious to have a reliable mechanism available to them for the sale of the shares of enterprises that the Government intend to privatise. In other words, the Government are, as a client, part of the cosy restrictive arrangement. Far from being a policemen, the Government are accomplices, and that is why the Bill is before the House.
As hon. Members on both sides of the House have said, and this is the paradox, the change that the Government have tried to impede and delay with this legislation is vital if the City of London is to maintain itself as a viable and competitive international market. We know that the number of jobbers has fallen to a dangerously low level. It is now difficult to talk of a properly organised market. The liquidity of the market leaves something to be desired. We know that many City firms and institutions are too small and under-financed and do not have a sufficiently broad base.
We need what so many people describe as one-stop shops — financial institutions able to offer a range of financial services. Almost everyone accepts that such a change will come. When it does, the problems that arise can be dealt with only with the aid of some statutory backing. I am, of course, referring to conflict of interests. We must establish the principles that now apply in the New York stock exchange, of openness and transparency in transactions.
There is a further paradox. The Government's efforts to prevent such changes, in their own interest, are almost certain to produce a more rapid, more far-reaching and less predictable change than would conceivably have emerged if the court case had continued. The court would have provided a long, careful and proper analysis. It would have given careful consideration to all the arguments and reached decisions that would have had to be justified in the public view. Almost everyone — not least Conservative 249 Members, the City capital markets committee and the stock exchange — is a greed that the present arrangements will last for only a short time.
In seeking to keep in place during the next three years the system of minimum commission and all the other restrictive practices that depend on that, the Government have produced the opposite result. The very suggestion and prospect that the minimum commission system is to be abolished has been sufficient to produce a spate of rumours, bids, changes and takeovers. We need only to pick up the financial newspapers each day to read the new reports of the frenetic changes taking place in the City.
Everybody concedes that once the prospect of the abolition of minimum commission is established, single capacity must go. The City capital markets committee and the stock exchange are directly contradicting the right hon. Member for Hertsmere. If that is the degree of expert knowledge that the right hon. Gentleman brought to bear when he reached his decision, there is little reason to be surprised that it has turned out to be inappropriate.
§ Mr. Parkinson
The hon. Gentleman is making the same point as was made by the right hon. Member for Bethnal Green and Stepney (Mr. Shore). He is showing the split personality of the Opposition on this problem. The right hon. Member for Bethnal Green and Stepney said that if we moved too quickly various dire consequences would follow. He then said that because the Government would not move as quickly as the Director General of Fair Trading wanted, the Government were wrong.
We made the agreement because we recognised the consequences about which Opposition Members claim to be concerned. Yet they say that we did not go fast enough. They must make up their minds. They are completely confused.
§ Mr. Gould
The right hon. Gentleman again reveals the disparity between what he thought he had achieved with the agreement and what it is now universally agreed will happen. It is not only the City capital markets committee and the stock exchange, but the financial journalists who are saying that. For example, the Financial Times used a good metaphor to describe what the right hon. Gentleman did — that he made a small hole in the wall of a dyke. We now know that water is rushing through the hole and the wall is breaking before our eyes.
The conclusion of the City capital markets committee has been mentioned by a number of Conservative Members. It recommended that the abolition of the minimum commission, and all that will follow in its train, should be achieved by what it describes as the big bang. It does not mean a big bang that will happen overnight, but a deferred big bang that will happen on an appointed day. If we are confronted with that, and must accept that, why did we not allow the case to proceed before the court, which would have produced a similar but more orderly result?
The danger of the pell-mell rush to unpredictable change is that it will jeopardise the very things that the Government thought they were trying to preserve. One of the fears of the Government, and presumably of the Bank of England, is that if the restrictions were swept away much of the City's operations would pass into foreign hands. I agree with the hon. Member for Birmingham, Selly Oak (Mr. Beaumont-Dark) on that point. If that 250 happened we would lose substantial invisible earnings in foreign exchange and an essential element of control over domestic monetary policy, and in various other ways an extremely important part of our financial life would pass into foreign hands. A Labour Government would be unwilling to see that happen. It would weaken our ability to pursue an independent monetary interest rate and exchange rate policy.
If we allow this uncontrolled change which will sweep away all the rules, I believe that there is a real danger I hat, before British institutions realise what is happening, foreign firms will be in ahead of them. The most recent and striking example of a foreign firm buying into a broking firm—the Vickers Da Costa purchase—gives us a worrying example of what might happen. Foreign money is taking away a large proportion of the business of Vickers Da Costa, which will henceforth, one assumes, be run from New York. If that is the result of the Government's proposals and the Bill, we are in for a worrying time.
If we are right—and when I say "we" I do not mean only we on these Benches but the preponderance of informed opinion—in believing we are facing a free-for-all, that we are facing the unknown, that, as the hon. Member for Wolverhampton, South-West (Mr. Budgen) said, we shall see a securities market quite different from the cosy club that we have known in the past, what are we to put in the place of the cosy principles of trust and honour among friends? What will there be to protect the investor and exclude the possibility of conflicts of interest or even of fraud? No one considering the recent history of the stock exchange could feel sanguine—although in many respects it has put its house in order now — about leaving this new unregulated system in that state, particularly as we shall be in uncharted territory. Yet the right hon. Gentleman has been entirely silent on that point. All that we are offered by the voluntary agreement is regulation by the Bank of England. The Bank of England is the biggest client of the stock exchange. It has a major interest in preserving the stock exchange and identifying its interests with those of the stock exchange. It is hand in glove with the stock exchange.
§ Mr. Gould
That makes it entirely inappropriate to act as the regulatory agency—[Interruption] I am glad to see that the hon. Gentleman can agree with me on that point. We can have no confidence in an institution that is in league with the stock exchange taking the only important regulatory function. There are many people overseas, in the financial press and the City who see, as have so many of the hon. Members who have spoken this evening, the need for at least some statutory intervention. I want not a statute that would remove entirely that valuable element of self-regulation, but a statutory framework—I am glad to see nods of assent from the Government Benches — within which the financial institutions of the City can regulate their own affairs. These remedies are suggested not only by Opposition Members but by Professor Gower and, I am glad to say, by the Labour party in its own study of City institutions last year.
The hon. Gentleman must give the House some idea of how the Government see the future of the stock exchange in this respect. Unless they have a clear and workable plan for the future, the mess created by the Bill will be 251 completely beyond redemption. The City needs proper regulation if it is to survive, command confidence and withstand competition. The measure is designed to serve the special interests of the Conservative party's friends in the City, to ride roughshod over the public interest, legal propriety and the Government's proclaimed competition policy, and to weaken the position of one of the most effective and successful Government offices. It failed to consult the body set up for the purpose—the Council for the Securities Industry. It weakens protection for investors, especially small investors. It would be an irony if a measure conceived in that spirit should destroy the very thing that it is intended to preserve. That would be poetic justice. It is a hypocritical and ill-thought-out measure born of a partisan wish to benefit the friends of the Conservative party. The richest irony is that it will be wholly ineffective in achieving its purpose. It will leave a mess which, sooner or later, will have to be regulated by legislation. Until we see the proposals and the shape of that legislation, we have no option but to oppose this squalid little measure.
§ The Under-Secretary of State for Trade and Industry (Mr. Alexander Fletcher)
I start by agreeing with the hon. Member for Dagenham (Mr. Gould) that we have had a good and interesting debate. A number of points have been raised to which I shall try to respond. There has not been much agreement on or, judging by his speech, much understanding of the issue that we face this evening.
In opening this debate, my right hon. Friend dealt with the reasons why the Bill is before the House. I do not propose to repeat the argument which he deployed. However, when my right hon. Friend the Member for Hertsmere (Mr. Parkinson), the previous Secretary of State, made his statement about the stock exchange in July, there were those who questioned the need for this exemption, while others criticised the efficacy of arrangements made between the Government and the stock exchange.
Much has happened since then to confirm the wisdom of this action. I believe that opinion inside and outside the House now fully supports the initiative taken by my right hon. Friend the Member for Hertsmere. I am delighted that he has been in the House to expand on the background to his decision, which he has done freely and willingly. He made an important contribution to the debate.
The question has been asked why the decision was made. The answer is that at the heart of the Government's decision to make this exemption lies our robust approach to competition policy. Competition is not just something that our manufacturing industry has to face at home and abroad. Our financial institutions in the City and elsewhere and our professions—to answer the question of the hon. Member for Dagenham—must also feel the wind of change and the stimulus of competition if they are to make their full contribution to this country's economic performance.
The effect of this little Bill, which has been much criticised by the Opposition, even before today, has been to open up change and innovation among our financial institutions at a pace that matches the urgency of the competition in domestic and international markets. This is 252 only the beginning, as my hon. Friend the Member for Harrow, East (Mr. Dykes) acknowledged from his experience of the City.
We do not know how the securities market in Great Britain will be constituted in two or three years time, let alone a decade from now. We can expect to see a dynamic and innovative stock exchange, for that is already happening. Greater use of computers and information technology will promote easier access to the services of the exchange for people all over the country.
The Government would warmly welcome the development of retail broking. We believe that it is important that the shopper in the high street from Greenock to Grantham should have easy access to share dealing, and consequently understand that his or her prosperity is inextricably linked, above all, to the performance of British industry. The Government are equally aware that the fastest growing part of the financial sector is international fund management which is currently dominated by the United States and Japan. Yet the City of London is ideally placed and has the depth of experience and talent to become a dominant force on the international scene.
I am encouraged at this early stage in these developments by the City's determination to make whatever changes are necessary to enhance London's international reputation. The stock exchange is no place for a Socialist blueprint for expansion—it is the place where market forces must and will decide the future. These are the opportunities and challenges that the Bill unlocks by exempting the stock exchange from the Act. We are recognising its unique position as the sole provider of an active open market in all types of securities and the vital part that it plays in London's role as a world financial centre.
§ Mr. Bermingham
Does the Minister agree that there is a contradiction in what he has said, in that, if he recognises the competitive nature of market forces, protecting the status quo for some two or three years does not give those competitive forces any scope? Would it not be wiser to use that time to develop a protective system for small investors?
§ Mr. Fletcher
The hon. Gentleman must know that, by releasing the stock exchange and the City to make the urgently needed changes, we have also built in a time-scale that will allow investor protection to be examined properly. I agree that it is extremely important.
The right hon. Member for Bethnal Green and Stepney (Mr. Shore) spoke for more than 40 minutes but still completely missed the point. He did not talk of the urgency of what we are discussing but chose to suggest that nine months be added to the process so that the court decision could be implemented. He even talked of a new deal—perhaps a series of new deals—being resubmitted to the court until perhaps, some day, we got the matter to his satisfaction.
§ Mr. Shore
I was simply describing the effect of the amendments to the Competition Act 1980 which was introduced by the hon. Gentleman's predecessor. I was simply observing that they were introduced and enacted by the Government to ease any possible transition that the stock exchange might have to make to new arrangements.
§ Mr. Fletcher
I understand the right hon. Gentleman's point, but I did not think then, and I do not think now, that 253 he was talking about easing the transition. He was talking about the court reaching a decision at a rather leisurely pace. The hon. Member for Norwood (Mr. Fraser) went further and suggested that a Select Committee or the Monopolies and Mergers Commission should decide what type of stock exchange we should have.
§ Mr. John Fraser
Like many of his right hon. and hon. Friends, the Minister is suggesting that the right hon. Member for Hertsmere (Mr. Parkinson) got a huge concession out of the stock exchange. Does he believe that the court would have upheld the maintenance of fixed fees on commissions?
§ Mr. Fletcher
The Government have not upheld the maintenance of fixed fees on commissions. I cannot prophesy what the court would have done, but I know what my right hon. Friend did. That has had a tremendous and good impact on the City in the past few months.
The point is that the right hon. Member for Bethnal Green and Stepney missed the point. The reason for the Government's action was competition in international trading in New York and Tokyo. The right hon. Gentleman suggested that we should have the leisurely process of the cowl examining the rules of the stock exchange while our overseas competitors continued to race past us. That is the heart of the matter for the Government.
§ Mr. Shore
The truth of the matter is surely that the present, or old, system of stock exchange regulation is now breaking down extremely quickly. It has broken down largely and inadvertently because of arrangements made by the previous Secretary of State for Trade and Industry. The question is, what type of new regulatory system are we to introduce and on what evidence are we to base our proposals to meet the entirely uncharted seas that so many right hon. and hon. Members have spoken about today?
§ Mr. Fletcher
It is not. Professor Gower will give us a report on the regulatory system quite soon.
§ Mr. Fletcher
No we are not. I have given the answer to the wider question which the right hon. Gentleman asked.
Through the Bill we are allowing the stock exchange to move at a much faster pace than it could have done as a result of any of the suggestions that the right hon. Gentleman made about court proceedings. The right hon. Gentleman's course would have added at least four years to the solution of the problem. My hon. Friend the Member for Birmingham, Selly Oak (Mr. Beaumont-Dark) said that he was probably adding 10 years. The outside world will not wait that long.
§ Mr. Fletcher
The right hon. Member for Bethnal Green and Stepney also entertained the House with some selective quotations from press cuttings in an effort to make his case for, or against, single capacity—I was not sure which. He chose to read the case for the prosecution, while omitting to mention that the defendant was found not guilty. That was the essence of his omission of the last paragraph of the leading article in today's edition of The Times.
254 My hon. Friend the Member for Chichester (Mr. Nelson) gave a helpful critique of the duties of lay members of self-regulated bodies. He also mentioned Gower, which will be discussed later. It opens up wider questions of investor protection.
§ Mr. Budgen
Do the Government agree that it is likely that, because of the deal of 27 July, single capacity will go?
§ Mr. Fletcher
I agree with the suggestion that the connection between minimum commissions and single capacity appears to be close. Perhaps single capacity will go, but the Government are not laying down whether it will go. Our interest is in investor protection, whether it is single capacity or some other system.
Some hon. Members suggested that the Bill was retrospective. I am glad that the hon. Member for Dagenham agrees with me, and disagrees with his hon. Friend the Member for Blyth Valley (Mr. Ryman), about restrospection. The Bill is not retrospective. I can give an example of an amendment to the Restrictive Trade Practices Act 1976 that was retrospective, and was introduced by the Labour Government. It was the Participation Agreements Act 1978, which applied to North sea oil participation agreements. It was made retrospective because contractual rights had arisen under the agreements, which would have been voidable if not exempted ab initio. That shows the false indignation of the hon. Member for Blyth Valley.
§ Mr. Fletcher
The hon. Gentleman should ask his hon. Friend the Member for Dagenham, because he agrees with me. I shall refer to some of the questions raised.
§ Mr. Fletcher
I must make some progress. The hon. Gentleman can talk to his hon. Friend afterwards about that matter. It is not for me to settle disputes between Opposition Back 'Benches and the Front Bench.
It has been asked what market structure the Government want in the City. We are concerned that the stock exchange should continue as an efficient, competitive and orderly market for securities dealing, without reducing the protection that it affords to investor. It is for the members of the exchange to determine how those objectives can be best achieved.
We have a legitimate right to be satisfied that our concerns—for investor protection, competition, and the preservation of a strong central market—will be met, but we do not seek to substitute Government decisions for the commercial judgment of the City. Stock exchange firms and other City institutions are already responding to new opportunities. The arrangements for monitoring the development of the market ensure continuous contact between the Bank of England, my Department and the stock exchange.
We are asked whether the Government want more mergers of stock exchange firms. We want to see strong financial institutions in London that can compete for business worldwide and exploit new business opportunities as they arise. However, it is a matter for the commercial judgment of the City and not for the 255 Government how the institutions can best organise themselves to meet the future. We should be concerned if mergers threatened competition or reduced services to customers, but in present circumstances it seems more likely that they will generate greater diversity.
With regard to the Government's attitude to overseas bids for city firms, the fact that one or two of the most enterprising United States banks have taken maximum permitted holdings in London brokers is a clear sign of the continuing importance of the City as a financial centre and of the general expectation that London is the place where things will happen in the securities market.
We attach the greatest importance to the continuing role of the City as an international centre. One reason for our part in the present programme of reform is to promote the international status of London. However, as my hon. Friend the Member for Harrow, East said, the opportunities are there for British-based banks, some of which will also shortly have maximum permitted holdings in stock exchange firms. There may be further developments involving British institutions. The skills available in our financial markets are at least a match for those available elsewhere.
§ Mr. Fletcher
The stock exchange rule is 29.9 per cent. outside ownership. But it is a matter for stock exchange members themselves. That has no statutory force. The Government have no statutory power to intervene in these cases other than the Fair Trading Act 1973 and a reference to the Monopolies and Mergers Commission. Those are the same powers that a Labour Government would have in those circumstances — no more and no less.
A great many hon. Members on both sides of the House referred to the wisdom of the Government's intervention. Parliament has the right to amend t4 Restrictive Trade Practices Act to exclude particular bodies from its provisions. It has done so already. The fact that court proceedings have started does not impede this right of Parliament. But in this case the stock exchange offered to make fundamental changes to its rules in advance of the court hearing, and Ministers negotiated with it. The stock exchange could not negotiate directly with the Director General of Fair Trading without prejudicing its case and causing even further delay.
§ Mr. Fletcher
It is not nonsense. The basic disagreement between the Director General and, as it turns out, the Government, was on single capacity. It was Ministers' view, as my right hon. Friend said, that, at least for the time being, single capacity should remain. That was what my right hon. Friend the Member for Hertsmere said in his statement in July. The Government recognised that there had to be some period in the interests of investor protection before the fixing of commission should be abolished. On that basis negotiations took place between Ministers and the Stock Exchange. What happened was, 256 in effect, an out-of-court settlement and one which today is allowing the City and the Stock Exchange to begin to catch up with international competition.
The hon. Member for Norwood asked about the Association of British Travel Agents' case. It is not finally settled, but almost certainly each party will bear its own costs. Under section 22 of the Restrictive Trade Practices Act, the Restrictive Practices Court does not have powers to order costs to be paid by the loser, except where there has been unreasonable delay or some such fault. In the Stock Exchange case the Crown would have borne the Director General's costs regardless of whether he won or lost.
The position of small investors is important to the Government. We do not believe that small investors should necessarily lose—first, because through the unit trusts and the pension funds they will get the benefit in their shares or in their policies of the reduction in commissions, and secondly because if we follow the example of the United States, where discount houses and over-the-counter markets have expanded greatly over recent years, new opportunities will be given to the small investor. That pattern may well develop in this country as a result of the decision that the Government have taken. If those changes develop significantly, economies of scale in the use of information technology could help to keep down costs for small investors.
§ Mr. John Fraser
Why have unit trust fund managers put up their commissions when the evidence that is now presented to the House on the sale of shares shows that commissions should come down? Will the Minister intervene in the commissions that are charged by unit fund managers, to give a fair deal to small investors?
§ Mr. Fletcher
Market forces will provide the competition. The Opposition complained that the Government's competition policy was not tough enough. Now, when we release market forces to work in the City and fix the commissions that are charged by brokers, we are told by the hon. Gentleman that the Government should intervene and fix commissions. That is a strange argument from someone who argued an hour or so ago that we should let the court decide the outcome of this case.
§ Mr. Bermingham
Does the Minister accept that the experience in New York has been that the small investor—the man who wants 300, 400 or 500 units on the market — pays a larger commission than the large institutional investor or the unit trust investor?
§ Mr. Fletcher
The hon. Gentleman ignores the growth of the over-the-counter market and the discount houses in the United States, which have come in to fill the gap that the traditional brokers were unable to satisfy. Something similar to that is likely to happen here.
It is in the areas of greatest concern that the Stock Exchange has responded to the Government's decision. The abolition of fixed scales of commission will help member firms to compete for institutional business and ensure that customers pay only for the services that they value — unlike now, when commissions are high, and customers buy and receive services that they do not really want from the brokers. When the competition centres round the true cost of the service, there should be a considerable improvement.
The introduction of lay members to the stock exchange council will help to ensure that the needs of users, as well 257 as the interests of market members, are taken fully into consideration. That again is a response to the needs of the market.
The first step in the abolition of the commission scales will be in the international securities business. That, and the international dealership planned by the stock exchange, will help its members to become more competitive internationally, and attract a larger order flow than at present. It is another example of the new opportunities that will be opened to member firms.
The process of change will continue in the stock exchange, with the backing of the Government, of the wider financial community, and, I believe, of the majority of hon. Members. That process of change has been triggered off by the Government's action. I fail to understand the argument of the right hon. Member for Bethnal Green and Stepney, who suggested that we could wait longer—perhaps two, three or four more years—to reach the position that we have reached in four months. In fact, we have achieved more in four months than has been achieved in the past four years in accelerating the state of play in the market and bringing competition into effect.
That is why we believe that City opinion and opinion throughout the country welcome the changes that are taking place. They are all healthy, they are for the good of competition and for the good of the market. They will make our financial institutions stronger today than they were, even a few months ago. They will enlarge the opportunities for investment, and the institutions will benefit from them, as will the small investors. That is what the decisions taken by my right hon. Friends mean, and that is why we have been determined to pursue the matter tonight and in the future. I believe that the Opposition will be forced to admit that the action taken by the Government is a much better solution to the problem than continuing for years before the Restrictive Practices Court.
§ Question put, That the Bill be now read a Second time:
§ The House divided: Ayes 343, Noes 202.261
|Division No. 75]||[10 pm|
|Aitken, Jonathan||Evennett, David|
|Alexander, Richard||Eyre, Reginald|
|Amery, Rt Hon Julian||Fairbairn, Nicholas|
|Amess, David||Fallon, Michael|
|Ancram, Michael||Favell, Anthony|
|Arnold, Tom||Fenner, Mrs Peggy|
|Ashby, David||Finsberg, Geoffrey|
|Aspinwall, Jack||Fletcher, Alexander|
|Atkins, Rt Hon Sir H.||Fookes, Miss Janet|
|Atkins, Robert (South Ribble)||Forman, Nigel|
|Atkinson, David (B'm'th E)||Forsyth, Michael (Stirling)|
|Baker, Kenneth (Mole Valley)||Forth, Eric|
|Baker, Nicholas (N Dorset)||Fowler, Rt Hon Norman|
|Baldry, Anthony||Fox, Marcus|
|Banks, Robert (Harrogate)||Franks, Cecil|
|Batiste, Spencer||Fraser, Peter (Angus East)|
|Beaumont-Dark, Anthony||Freeman, Roger|
|Bendall, Vivian||Fry, Peter|
|Berry, Sir Anthony||Gale, Roger|
|Best, Keith||Galley, Roy|
|Bevan, David Gilroy||Gardiner, George (Reigate)|
|Biffen, Rt Hon John||Gardner, Sir Edward (Fylde)|
|Biggs-Davison, Sir John||Garel-Jones, Tristan|
|Blaker, Rt Hon Sir Peter||Glyn, Dr Alan|
|Bonsor, Sir Nicholas||Goodlad, Alastair|
|Bottomley, Peter||Gorst, John|
|Bowden, A. (Brighton K'to'n)||Gow, Ian|
|Bowden, Gerald (Dulwich)||Gower, Sir Raymond|
|Boyson, Dr Rhodes||Greenway, Harry|
|Braine, Sir Bernard||Gregory, Conal|
|Brandon-Bravo, Martin||Griffiths, E. (B'y St Edm'ds)|
|Bright, Graham||Griffiths, Peter (Portsm'th N)|
|Brinton, Tim||Grist, Ian|
|Brittan, Rt Hon Leon||Ground, Patrick|
|Brooke, Hon Peter||Grylls, Michael|
|Brown, M. (Brigg & Cl'thpes)||Hamilton, Hon A. (Epsom)|
|Browne, John||Hamilton, Neil (Tatton)|
|Bruinvels, Peter||Hampson, Dr Keith|
|Bryan, Sir Paul||Hanley, Jeremy|
|Buchanan-Smith, Rt Hon A.||Hannam, John|
|Buck, Sir Antony||Hargreaves, Kenneth|
|Bulmer, Esmond||Harris, David|
|Burt, Alistair||Harvey, Robert|
|Butcher, John||Haselhurst, Alan|
|Butterfill, John||Havers, Rt Hon Sir Michael|
|Carlisle, John (N Luton)||Hawkins, C. (High Peak)|
|Carlisle, Kenneth (Lincoln)||Hawkins, Sir Paul (SW N'folk)|
|Carttiss, Michael||Hayes, J.|
|Chalker, Mrs Lynda||Hayhoe, Barney|
|Chapman, Sydney||Hayward, Robert|
|Chope, Christopher||Heath, Rt Hon Edward|
|Churchill, W. S.||Heathcoat-Amory, David|
|Clark, Hon A. (Plym'th S'n)||Heddle, John|
|Clark, Dr Michael (Rochford)||Henderson, Barry|
|Clark, Sir W. (Croydon S)||Heseltine, Rt Hon Michael|
|Clarke Kenneth (Rushcliffe)||Hickmet, Richard|
|Clegg, Sir Walter||Hicks, Robert|
|Cockeram, Eric||Higgins, Rt Hon Terence L.|
|Colvin, Michael||Hind, Kenneth|
|Coombs, Simon||Hirst, Michael|
|Cope, John||Hogg, Hon Douglas (Gr'th'm)|
|Cormack, Patrick||Holland, Sir Philip (Gedling)|
|Couchman, James||Holt, Richard|
|Critchley, Julian||Hooson, Tom|
|Crouch, David||Hordern, Peter|
|Currie, Mrs Edwina||Howard, Michael|
|Dickens, Geoffrey||Howarth, Alan (Stratf'd-on-A)|
|Dicks, T.||Howarth, Gerald (Cannock)|
|Dorrell, Stephen||Howell, Rt Hon D. (G'ldford)|
|Douglas-Hamilton, Lord J.||Howell, Ralph (N Norfolk)|
|Dover, Denshore||Hubbard-Miles, Peter|
|du Cann, Rt Hon Edward||Hunt, David (Wirral)|
|Dunn, Robert||Hunt, John (Ravensbourne)|
|Durant, Tony||Hunter, Andrew|
|Dykes, Hugh||Hurd, Rt Hon Douglas|
|Edwards, Rt Hon N. (P'broke)||Irving, Charles|
|Eggar, Tim||Jackson, Robert|
|Emery, Sir Peter||Jenkin, Rt Hon Patrick|
|Jessel, Toby||Parkinson, Rt Hon Cecil|
|Johnson-Smith, Sir Geoffrey||Parris, Matthew|
|Jones, Gwilym (Cardiff N)||Patten, Christopher (Bath)|
|Jones, Robert (W Herts)||Patten, John (Oxford)|
|Jopling, Rt Hon Michael||Pattie, Geoffrey|
|Joseph, Rt Hon Sir Keith||Pawsey, James|
|Kellett-Bowman, Mrs Elaine||Peacock, Mrs Elizabeth|
|Key, Robert||Percival, Rt Hon Sir Ian|
|King, Roger (B'ham N'field)||Pink, R. Bonner|
|Knight, Gregory (Derby N)||Pollock, Alexander|
|Knight, Mrs Jill (Edgbaston)||Porter, Barry|
|Knowles, Michael||Powell, William (Corby)|
|Knox, David||Powley, John|
|Lamont, Norman||Prentice, Rt Hon Reg|
|Lang, Ian||Price, Sir David|
|Lawler, Geoffrey||Prior, Rt Hon James|
|Lawrence, Ivan||Proctor, K. Harvey|
|Lawson, Rt Hon Nigel||Pym, Rt Hon Francis|
|Leigh, Edward (Gainsbor'gh)||Raffan, Keith|
|Lennox-Boyd, Hon Mark||Raison, Rt Hon Timothy|
|Lester, Jim||Rathbone, Tim|
|Lewis, Sir Kenneth (Stamf'd)||Rees, Rt Hon Peter (Dover)|
|Lightbown, David||Renton, Tim|
|Lilley, Peter||Rhodes James, Robert|
|Lloyd, Ian (Havant)||Ridley, Rt Hon Nicholas|
|Lloyd, Peter, (Fareham)||Ridsdale, Sir Julian|
|Lord, Michael||Rifkind, Malcolm|
|Luce, Richard||Rippon, Rt Hon Geoffrey|
|Lyell, Nicholas||Roberts, Wyn (Conwy)|
|McCrindle, Robert||Robinson, Mark (N'port W)|
|McCurley, Mrs Anna||Roe, Mrs Marion|
|Macfarlane, Neil||Rossi, Sir Hugh|
|MacKay, Andrew (Berkshire)||Rost, Peter|
|MacKay, John (Argyll & Bute)||Rowe, Andrew|
|Maclean, David John.||Rumbold, Mrs Angela|
|Macmillan, Rt Hon M.||Ryder, Richard|
|McNair-Wilson, M. (N'bury)||Sackville, Hon Thomas|
|McNair-Wilson, P. (New F'st)||Sainsbury, Hon Timothy|
|McQuarrie, Albert||St. John-Stevas, Rt Hon N.|
|Madel, David||Sayeed, Jonathan|
|Major, John||Scott, Nicholas|
|Malins, Humfrey||Shaw, Giles (Pudsey)|
|Malone, Gerald||Shaw, Sir Michael (Scarb')|
|Maples, John||Shelton, William (Streatham)|
|Marland, Paul||Shepherd, Colin (Hereford)|
|Marlow, Antony||Silvester, Fred|
|Marshall, Michael (Arundel)||Sims, Roger|
|Mates, Michael||Skeet, T. H. H.|
|Maude, Francis||Smith, Tim (Beaconsfield)|
|Mayhew, Sir Patrick||Soames, Hon Nicholas|
|Mellor, David||Speed, Keith|
|Merchant, Piers||Speller, Tony|
|Meyer, Sir Anthony||Spence, John|
|Miller, Hal (B'grove)||Spencer, D.|
|Mills, Iain (Meriden)||Spicer, Jim (W Dorset)|
|Mills, Sir Peter (West Devon)||Spicer, Michael (S Worcs)|
|Miscampbell, Norman||Squire, Robin|
|Mitchell, David (NW Hants)||Stanbrook, Ivor|
|Moate, Roger||Stanley, John|
|Monro, Sir Hector||Steen, Anthony|
|Montgomery, Fergus||Stern, Michael|
|Moore, John||Stevens, Martin (Fulham)|
|Morris, M. (N'hampton, S)||Stewart, Andrew (Sherwood)|
|Morrison, Hon C. (Devizes)||Stokes, John|
|Moynihan, Hon C.||Stradling Thomas, J.|
|Mudd, David||Sumberg, David|
|Murphy, Christopher||Tapsell, Peter|
|Neale, Gerrard||Taylor, John (Solihull)|
|Needham, Richard||Taylor, Teddy (S'end E)|
|Nelson, Anthony||Tebbit, Rt Hon Norman|
|Neubert, Michael||Temple-Morris, Peter|
|Nicholls, Patrick||Terlezki, Stefan|
|Normanton, Tom||Thomas, Rt Hon Peter|
|Norris, Steven||Thompson, Donald (Calder V)|
|Onslow, Cranley||Thompson, Patrick (N'ich N)|
|Oppenheim, Rt Hon Mrs S.||Thorne, Neil (Ilford S)|
|Osborn, Sir John||Thornton, Malcolm|
|Ottaway, Richard||Thurnham, Peter|
|Page, John (Harrow W)||Townend, John (Bridlington)|
|Page, Richard (Herts SW)||Townsend, Cyril D. (B'heath)|
|Tracey, Richard||Watts, John|
|Trippier, David||Wells, Bowen (Hertford)|
|Trotter, Neville||Wells, John (Maidstone)|
|Twinn, Dr Ian||Whitney, Raymond|
|Vaughan, Dr Gerard||Wiggin, Jerry|
|Viggers, Peter||Winterton, Mrs Ann|
|Waddington, David||Winterton, Nicholas|
|Wakeham, Rt Hon John||Wood, Timothy|
|Waldegrave, Hon William||Woodcock, Michael|
|Walden, George||Young, Sir George (Acton)|
|Wall, Sir Patrick||Younger, Rt Hon George|
|Walters, Dennis||Tellers for the Ayes:|
|Wardle, C. (Bexhill)||Mr. Carol Mather and Mr. Robert Boscawen.|
|Abse, Leo||Eastham, Ken|
|Adams, Allen (Paisley N)||Ellis, Raymond|
|Anderson, Donald||Evans, loan (Cynon Valley)|
|Archer, Rt Hon Peter||Evans, John (St. Helens N)|
|Ashdown, Paddy||Ewing, Harry|
|Ashley, Rt Hon Jack||Fatchett, Derek|
|Ashton, Joe||Faulds, Andrew|
|Atkinson, N. (Tottenham)||Field, Frank (Birkenhead)|
|Bagier, Gordon A. T.||Fields, T. (L'pool Broad Gn)|
|Banks, Tony (Newham NW)||Fisher, Mark|
|Barnett, Guy||Flannery, Martin|
|Barron, Kevin||Foot, Rt Hon Michael|
|Beckett, Mrs Margaret||Forrester, John|
|Beith, A. J.||Foster, Derek|
|Bell, Stuart||Foulkes, George|
|Bennett, A. (Dent'n & Red'sh)||Fraser, J. (Norwood)|
|Bermingham, Gerald||Freeson, Rt Hon Reginald|
|Bidwell, Sydney||Freud, Clement|
|Blair, Anthony||Gilbert, Rt Hon Dr John|
|Boothroyd, Miss Betty||Godman, Dr Norman|
|Boyes, Roland||Golding, John|
|Bray, Dr Jeremy||Gould, Bryan|
|Brown, Gordon (D'f'mline E)||Hamilton, W. W. (Central Fife)|
|Brown, Hugh D. (Provan)||Harman, Ms Harriet|
|Brown, N. (N'c'tle-u-Tyne E)||Harrison, Rt Hon Walter|
|Brown, R. (N'c'tle-u-Tyne N)||Hattersley, Rt Hon Roy|
|Brown, Ron (E'burgh, Leith)||Haynes, Frank|
|Bruce, Malcolm||Healey, Rt Hon Denis|
|Callaghan, Rt Hon J.||Heffer, Eric S.|
|Campbell, Ian||Hogg, N. (C'nauld & Kilsyth)|
|Canavan, Dennis||Holland, Stuart (Vauxhall)|
|Carlile, Alexander (Montg'y)||Home Robertson, John|
|Carter-Jones, Lewis||Howells, Geraint|
|Cartwright, John||Hoyle, Douglas|
|Clark, Dr David (S Shields)||Hughes, Mark (Durham)|
|Clay, Robert||Hughes, Robert (Aberdeen N)|
|Cocks, Rt Hon M. (Bristol S.)||Hughes, Roy (Newport East)|
|Cohen, Harry||Hughes, Sean (Knowsley S)|
|Coleman, Donald||Janner, Hon Greville|
|Concannon, Rt Hon J. D.||John, Brynmor|
|Conlan, Bernard||Jones, Barry (Alyn & Deeside)|
|Cook, Frank (Stockton North)||Kaufman, Rt Hon Gerald|
|Cook, Robin F. (Livingston)||Kennedy, Charles|
|Corbett, Robin||Kirkwood, Archibald|
|Cowans, Harry||Lead bitter, Ted|
|Craigen, J. M.||Leighton, Ronald|
|Crowther, Stan||Lewis, Ron (Carlisle)|
|Cunliffe, Lawrence||Lewis, Terence (Worsley)|
|Cunningham, Dr John||Litherland, Robert|
|Dalyell, Tam||Lloyd, Tony (Stretford)|
|Davies, Rt Hon Denzil (L'lli)||Lofthouse, Geoffrey|
|Davies, Ronald (Caerphilly)||Loyden, Edward|
|Davis, Terry (B'ham, H'ge H'l)||McCartney, Hugh|
|Deakins, Eric||McDonald, Dr Oonagh|
|Dewar, Donald||McKay, Allen (Penistone)|
|Dixon, Donald||McKelvey, William|
|Dormand, Jack||Mackenzie, Rt Hon Gregor|
|Douglas, Dick||Maclennan, Robert|
|Dubs, Alfred||McNamara, Kevin|
|Duffy, A. E. P.||McTaggart, Robert|
|Dunwoody, Hon Mrs G.||McWilliam, John|
|Eadie, Alex||Madden, Max|
|Marek, Dr John||Ryman, John|
|Marshall, David (Shettleston)||Sedgemore, Brian|
|Martin, Michael||Sheerman, Barry|
|Mason, Rt Hon Roy||Sheldon, Rt Hon R.|
|Maxton, John||Shepherd, Richard (Aldridge)|
|Maynard, Miss Joan||Shore, Rt Hon Peter|
|Meacher, Michael||Short, Ms Clare (Ladywood)|
|Meadowcroft, Michael||Short, Mrs R.(W'hampt'n NE)|
|Michie, William||Silkin, Rt Hon J.|
|Mikardo, Ian||Skinner, Dennis|
|Millan, Rt Hon Bruce||Smith, C.(Isl'ton S & F'bury)|
|Miller, Dr M. S. (E Kilbride)||Smith, Rt Hon J. (M'kl'ds E)|
|Molyneaux, Rt Hon James||Smyth, Rev W. M. (Belfast S)|
|Morris, Rt Hon A. (W'shawe)||Soley, Clive|
|Morris, Rt Hon J. (Aberavon)||Spearing, Nigel|
|Neliist, David||Stott, Roger|
|Oakes, Rt Hon Gordon||Straw, Jack|
|O'Brien, William||Thomas, Dr R. (Carmarthen)|
|O'Neill, Martin||Thompson, J. (Wansbeck)|
|Orme, Rt Hon Stanley||Thorne, Stan (Preston)|
|Park, George||Tinn, James|
|Parry, Robert||Torney, Tom|
|Patchett, Terry||Varley, Rt Hon Eric G.|
|Pendry, Tom||Wainwright, R.|
|Penhaligon, David||Wallace, James|
|Pike, Peter||Wardell, Gareth (Gower)|
|Powell, Rt Hon J. E. (S Down)||Wareing, Robert|
|Powell, Raymond (Ogmore)||Weetch, Ken|
|Prescott, John||Welsh, Michael|
|Radice, Giles||White, James|
|Randall, Stuart||Whitfield, John|
|Redmond, M.||Wigley, Dafydd|
|Rees, Rt Hon M. (Leeds S)||Williams, Rt Hon A.|
|Richardson, Ms Jo||Winnick, David|
|Roberts, Ernest (Hackney N)||Woodall, Alec|
|Robertson, George||Wrigglesworth, Ian|
|Robinson, G. (Coventry NW)||Young, David (Bolton SE)|
|Rooker, J. W.||Tellers for the Noes:|
|Ross, Ernest (Dundee W)||Mr. James Hamilton and Mr. Austen Mitchell.|
|Ross, Wm. (Londonderry)|
§ Bill accordingly read a Second time.
§ Bill committed to a Committee of the whole House.—[Mr. Garel-Jones.]
§ Committee tomorrow.