The Report of the Company Law Amendment Committee (1926) Cmnd 2657, known as the Report of the Greene Committee was a UK company law report led by Wilfred Greene M.R. that led to the Companies Act 1929.
Overview and excerpts
- ‘Public attention was directed by the decision in the City Equitable Case to the common article which exempts directors from liability for loss except when it is due to their wilful neglect or default… Another form of article
which has become common in recent years goes even farther and exempts directors in every case except that of actual dishonesty.’
- ‘We consider that shareholders representing a substantial portion of the voting power should have the right to requisition a certified statement of the remuneration, etc., paid to directors, including managing directors.’
The Report recommended increasing disclosure through common standards on accounts.
Under the present law there is no direct statutory obligation on a company to keep proper accounts. We consider that the law should be altered so as to make the keeping of such accounts compulsory. In the case of companies it is for obvious reasons impossible to specify with any elaboration the accounts to be kept, and our recommendation goes as far in this direction as we consider to be practicable. Experience shows that in many instances, particularly in the case of private companies, accounts are not properly kept, with the result that when liquidation ensues the company's books are found to be so defective and confused that it is impossible to find out what has become of goods and money belonging to it. There can be no doubt that default of this kind is often deliberate, and we consider that heavy penalties should be imposed with imprisonment when the default is wilful.