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The second question relates to retrospective legislation. We do not legislate retrospectively in this
House, but the Bill provides for retrospective legislation by order. In other words, it is another misuse of the conventions of this House to provide for retrospective legislation. If that were to be justified in any circumstances, it should be done only by primary legislation, not by order.
Thirdly, as regards the tax consequencesthis will not be debated in the House of Lords, because it is subject to privilegeexamination of clause 10 shows that it would be possible, although in fact I believe that it is intended, to rearrange the tax arrangements, some of which may affect Granite, in such a way as to avoid tax altogether. The clause provides that no tax whatsoever should be paid in respect of the matters contained in the Bill. We do not know how far that will go, because the words used in terms of the order-making power are so wide; they appear in phrases such as in connection with and in relation to. Connected with that is the fact that the tax consequences are specifically stated as including[Hon. Members: Ah!] I am deeply honoured that the Chief Secretary has come back. I dare say that it is possible that she has discovered answers to some of the points that were raised about 15 minutes ago by a series of hon. Members. I hope that she may take this opportunity to try to reply in the terms that were just suggested.
Not only does the Bill contain very serious and dangerous provisions that could exclude the payment of tax in a whole range of permutations[Hon. Members: Ah!] Here is another onemembers of the Cabinet are streaming in. The Bill also includes provision for the disapplication of statutory provisions of any kind and of the rule of law. It may seem astonishing to you, Mr. Deputy Speaker, as it does to me, that any statute should specifically provide that, by ordernot by primary legislationany statute or rule of law can be disapplied in order to achieve the scurrilous activities that lie at the heart of these arrangements. That is an astonishing state of affairs. Under the draft order, a copy of which I have, there is provision for directors of Northern Rock to be exempted from all liabilities under company law. It says explicitly that no director of Northern Rock shall be liable for any proceedings that may be taken against them in relation to their conduct of the affairs of Northern Rock. That includes not only the chairman, who is paid £1.2 million, but other directors.
That is about as shocking and extraordinary a situation as one could possibly imagine. If the Government had gone down the route of selling off Northern Rock as a commercial concern to another commercial concern, would the same provisions have applied? Would the directors of Virgin, having acquired it, have been exempted in the conduct of its running from all liability of proceedings under the Companies Acts through a disapplication of law and statute? That is inconceivable, yet it is what is being done under these arrangements.
Furthermore, under clause 2, it appears that there is a severe probability that the courts would be excluded from challenge. In other words, it would not be possible for any challenge to the arrangements to be made by order in the administrative court, enabling a person such as a shareholder to take action in the courts to rectify problems that they face.
The final question is that of the carte blanche provisions in the Bill. In every conceivable respect this Bill, described as the Banking (Special Provisions) Bill, is a carte blanche one. Never, in my 23 years in the House, have I seen a Bill that was so incredibly invasive of the procedures, conventions and principles upon which legislation should be devised. I have given a number of examples that are all in this Bill; the Chief Whip, who is looking over here, knows perfectly well what I mean. The Bill is a total disgrace to the House. It gives by ordernot even in primary legislationa carte blanche to the Government to give indemnities, and to guarantee that those indemnities will be paid for by the Treasury.
This Bill is a total and unutterable disgrace, and the Government stand condemned for the manner in which they have brought it in, in terms of time, content and the total, flagrant breach of the conventions by which legislation in this House is passed.
First, I would like to reinforce what many of my colleagues have been saying about the strategic overview that this new institution should be given. It is absolutely vital, if we as taxpayers are taking on this £110 billion portfolio, that some kind of strategic overview should be given to the business on behalf of the taxpayer. The basic questions of whether the business should expand or be able to contract, whether it should continue to be a mortgage bank or something else, and whether securitisation should continue or not are vital ones that should be debated and decided here tonight. Taxpayers cannot really comfortably say that they know what they are getting into. We know virtually nothing about the assets of this bank that we are taking on. We know virtually nothing about its personnel or its procedures, especially those relating to risk management, which is a vital part of any financial institution these days.
The Chief Secretary mentioned the importance of protecting taxpayers interests, and we are talking about an enormous amount of money. The amount of money we are talking about is 12 times the Olympic budget, and three or four times the budget for the Ministry of Defence. The Chief Secretary said something extraordinary when she said that it would be a mistake to have a fire sale. I happen to agree with her about that, but she said that it would be a mistake because we are currently at the bottom of the market. That could be a huge gamble to take on the position of the housing market in this country. Effectively, we are going to take on a huge mortgage bank, and pretend that it is the bottom of the market and that things can only improve. I am not an expert on the housing market, but I very much doubt if we are at the bottom of the market, and she may well come to regret having made that call on the markets direction, especially given the amount of risk to the taxpayer she is willing to take on board.
I mentioned risk management, which is absolutely vital. In the 10 years since I left the banking industry,
risk management has become enormous. It has become the largest part of most banks activities. We know virtually nothing about the risk management of Northern Rock, the current procedures or the procedures that will be in place following nationalisation.
The Chief Secretary talked about a flawed business model in relation to Northern Rock. There is nothing terribly unusual about the Northern Rock business model. The problem has been its operation and the huge amount of risk and leverage that was taken on. However, the basic concept of borrowing money at indexed or variable rates and lending it in the form of a mortgage at a variable or fixed rate, possibly with securitisation, which has been with us for around 25 or 30 years, is a tried and tested business model.
Two things went wrong at Northern Rock. The first is known nowadays as event riskthat is how risk managers perceive it. There was no assessment of the likely event risk of the market simply seizing up for a time. The second was the mismanagement of the interest rate risk and the credit spreads involved. The Bill gives no idea of the way in which the risk management of the current institution is carried out and how it could change under new managementpublic sector management in the case that we are considering.
In my time in banking, I have witnessed some major financial scandals, including those concerning the bankruptcy of Orange county in California; the Ministry of Finance of the Kingdom of Belgium; Credit Lyonnais; the London borough of Hammersmith and Fulham with its swaps scandal; and the US army facilities management fund. They all have one thing in common: they are in the public sector. It is not only the private sector that has rogue traders, unauthorised transactions and breaking of credit limits and so on. Oversight and financial management of the new institution are therefore crucial.
The Bill has been drafted far too widely. Although it is not the stated intention, the measure allows almost the arbitrary nationalisation of banks or building societies. [Interruption.] I hear cheers from the Labour Back Benches at the prospect. That gives the game away. We must fundamentally oppose arbitrary nationalisation, and I hope that the Bill does not get a Third Reading.
Mr. Philip Dunne (Ludlow) (Con): I am pleased that the Chief Secretary is back in her place to hear the final observations. I should like to repeat the point about the impact on Granite that she missed when she stepped out of the Chamber. Earlier, she said that Granite would be excluded from the Bill and thereby from the nationalisation. As the hon. Member for Twickenham (Dr. Cable) and other hon. Members remarked, that leaves a gaping hole in the nationalisation programme.
Northern Rock owns a sellers share of the mortgages that are supplied to Granite to underlie the securitisation package to provide funding back to Northern Rock. If the security package is not continually replenished with fresh mortgages for Granite, Granites structure will implode. That is the contractual basis of the securitisation documentation. If default occurs, the sellers share in Northern Rock will also have to be sold at a fire sale price to fulfil obligations. If there is insufficient confidence that new mortgages will be put into Granite through the mechanism under national ownership, which requires continuing business flows, the Government and the taxpayer are at significant risk of sustaining a much larger loss than the Government have let the House believe. It is important that the Chief Secretary tackles that point.
Mr. Beith: Would the hon. Gentleman be prepared to take an intervention from the Chief Secretary or to allow a couple of minutes at the end of the debate for her to respond? Many of us are genuinely anxious to hear her comments about that point.
Yvette Cooper: We have made the position on Granite clear. We said throughout Second Reading that it is a separate legal entity, which will not be covered by the order, and was equally not covered by Government guarantees. We made that clear from the beginning. The assessment of what was in the interests of the public sector and the taxpayer took all that into account. The private sector proposals and temporary public sector ownership were fully assessed. On that basis, we are clear that it is right to take Northern Rock into temporary public sector ownership to protect the financial stability of the system and the taxpayers interests.
Mr. Dunne: Indeed. The quality of the assets in Granite is higher than the quality of the assets remaining in Northern Rock, and it will have the ability to take what other good assets remain in Northern Rock.
As the Chief Secretary is here, I would like to ask her another questionagain, she may not be prepared to answer it: why is there such urgency over the suspension of shares? One of the main planks in her argument for the haste with which we are having to consider this nationalisation Billwe are doing so in one day: todayis that it is vital for shareholders to have some clarity about their future. The shareholders know that Northern Rock is going to be nationalised; the shares are suspended. It is perfectly normal corporate practice when shares are suspended these days for resumption to take weeks, and in some cases months. It is not a legitimate argument to pin the speed of nationalisation on the issue of suspension.
Finally, I would like to point out another commercial practice, in relation to administration. This point was missed by the hon. Member for Wolverhampton, South-West (Rob Marris), which is surprising given his legal background and his understanding of corporate law. The administration arrangements were set up to mirror in the UK legal context what happens in the US under chapter 11, under which businesses can be taken into administration to protect them from their creditors, not to wind them up or declare them insolvent. The purpose of an administration is to provide a protective umbrella, under which the administrator takes steps to restore the company to health. That is precisely what my hon. Friends on the Front Bench have proposed, but Government Members have consistently obfuscated the issue or misunderstood it.
The more this debate has gone on, the more it has seemed extraordinary that this legislation has been passed so quicklyat least in this stage, through the House of Commonsonly two days after the Prime Minister finally made his mind up on Sunday that, after all, he could be persuaded to nationalise the business. I strongly believe that for most of the past six months he has been the person resisting nationalisation in any circumstances, for a variety of political motives. We shall never know which Treasury Ministers were allowed even to be involved in the tortuous process of decision making, but at last common sense has prevailed and the Government have taken control of events in that way.
We have discussed the best use that the Government could make of taking the bank into public ownership. I repeat, briefly, what I said before. The financial stability of the banking system was the main objective of intervention from the word go. The financial stability of the banking system now depends in part on having some understanding of what the Governments strategic policy is and what strategic direction they have given the banks new management. The question throughout this debate has been: do they intend the bank to be grown, in order to maximise the proceeds when it is sold, or do they intend to wind it down and have an orderly sale of the assets?
The frank truth is that we have had no answer. Depending on whether north-east Labour MPs or people looking at the issue from the point of the view of the City are being addressed, slightly different answers come forward, but the matter will apparently be determined by the Commissioner for Competition in Brussels. I assume that that means that the negotiations will be conducted on the basis that the bank will be expanded as rapidly as possible, up to the limits that Miss Kroes will permit and which are still compatible with state aid rules.
The most extraordinary thing that has emergedit did so clearly only really on Third Reading, although it was referred to yesterdayis that the Prime Minister is perhaps now as bemused as we all are about precisely what assets we are nationalising. It has become clear that we are not acquiring the assets in Granite. I think
that my hon. Friend the Member for Ludlow (Mr. Dunne) is the only Member in the Chamber with a comprehensive knowledge of the arrangements, but the Minister could neither add nor subtract anything from what he said.
The best assets are in Graniteit looks as though there is a contract enabling more assets to be drawn inand it is the rubbish in the assets that we are now nationalising. Where is all the constant assurance that we have had on the authority of the Financial Services Authority that this is a quality loan book? We have been reassured that it is an asset that is to be taken into public ownership and well managed, under the Governments wise direction, by the new managers that they have put in place. I would advise the Minister
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