I beg to move, That the Bill be now read a Second time.
May I begin by thanking the former Minister, the hon. Member for North East Bedfordshire (Richard Fuller), who is in the Chamber, for his time and effort— I am also grateful to civil servants for their time and effort—and for our fruitful discussions, which have led me to introduce the Bill in the Chamber? While the Bill does not cover the whole scope of what I wanted to achieve, the fact that the Government are willing to give their support to a key part of my proposals and instruct the Law Commission to conduct a review of legislation affecting co-operatives, mutuals and friendly societies is, in my view, major progress.
I first became active in the co-operative movement 40 years ago, when I bought a £1 share in the Norwest Pioneers Co-operative Society in 1982. The society had evolved from the actions of the original Rochdale Pioneers in 1884, and set up what is generally regarded as the first successful co-operative retail venture. The society was set up in the harshest times, when 19th-century industrial capitalism was on the rise. It was an age of child labour, exploitation and poverty. Sometimes owners of cotton mills paid their workers in tokens, which could only be spent in shops owned by the mill owners. In those shops, the food was often adulterated, so those pioneers set up their first shop in Toad Lane in Rochdale. It was an explicit example of self-help, which started a movement that is now global.
Co-operative societies then mushroomed to form dozens of co-operatives in many Lancashire towns and cities until the 1930s, when the Manchester, Salford and Stockport societies amalgamated to form the North West Co-operative Society. In July 1982, what became the Norwest Co-operative Society merged with the Pioneers Co-operative Society to form the Norwest Pioneers. I bought a share later that year. I would never have dreamed that 40 years later I would have the opportunity to stand here and propose a new piece of legislation that could help to preserve and protect members’ assets accumulated, in many cases, over generations from potential predators who, in recent decades, have sought to take away those assets from members for their own personal profit and gain. That matters to me because co-operation and mutuality are about equity and fairness. The growth of co-operatives in the UK is an integral part of the levelling-up agenda; it can provide many thousands of new jobs in the economy; and it is complementary to the Government’s growth agenda.
Alongside investor-owned firms, co-operatives, mutual insurers and friendly societies have an important part to play in the biodiversity of our economy. These businesses share their origins in self-help movements that are relevant to the economic and social challenges that people face today.
The hon. Gentleman is making a fantastic speech. In my constituency, in Hinckley and Bosworth we have several building societies spawned from the fact that we had shoe manufacturing there. Does the hon. Gentleman agree that it is fantastic to have a mix of options for people? These organisations will often pick up people who may not be able to get finance and support they need, but because they have that local community connection they are able to make that judgment and give people the support they need; that should be welcomed.
I agree and commend the hon. Gentleman for his comments. Co-operatives spring up from local communities; they are bottom-up, grassroots organisations—certainly not top-down.
As I said, alongside investor-owned firms, co-operatives, mutual insurers and friendly societies have an important part to play in the biodiversity of our economy. They need a business environment that facilitates this: Government policy that understands and supports the mutual business difference; and legislation that is up to date, flexible and permits co-operatives, mutuals and friendly societies to undertake their purpose of serving their members’ needs in the best way possible. Only by working in a modern and supportive business environment will co-operatives, mutuals and friendly societies be able to make a full contribution to the prosperity of our country by serving the interests of customers and citizens. Yet demutualisation remains a real and present threat to the mutual sector, which is, unfortunately, incentivised by the system.
My Bill is about giving mutuals the option to maintain mutual capital for the purpose it was intended. There is a fundamental distinction between the rights of members of a mutual society and members of an investor-owned company. Members of a company—shareholders—have the right both to a pro rata share of distributed profits, or dividends, based on their shareholding, and also to a pro rata share of the underlying value of the company. The more capital they own, the greater their share of the profits and of the value of the company. Members of a mutual society, by contrast, generally have neither of these rights, because in mutuals profits are generally not used as a mechanism for rewarding capital, and members of a mutual do not have any expectation of any entitlement to a share in the increased value of their society.
Since members of a mutual are not entitled to any share of its increased value, the amount by which the net asset value of a society exceeds the capital provided by members—commonly referred to as the “capital surplus on a solvent winding up”—has no specific owner. It is effectively a legacy asset, held by the society for future generations, and enables it to provide for, and invest in, its future. It is a core part of its mutual identity. It represents the trading surplus accumulated by previous generations of members participating in their society’s business, in which they were always content to have no personal share. By implication, it is held for the benefit of future generations. Societies were originally set up not to make a capital surplus to reward members, but to provide goods and services for those who need them; that was the purpose, and this was the basis upon which previous generations have taken part in the trade.
I am grateful to the hon. Gentleman for his speech and very supportive of his Bill. He talked about how the Bill would protect mutuals and co-operatives. Will he give us some examples of when things have gone as he suggests they could and some assets have been used for other purposes? I think that is at the heart of it, and any examples would be welcome.
I thank the hon. Member for his intervention. Actually, I will come to that later in my speech.
Provided that the relevant formal procedures are completed, including securing consent from a statutory minimum threshold of members, a demutualisation cannot be stopped. That threshold has been changed from time to time for different types of mutual societies to make demutualisation less likely, but those measures provide only partial protection. There is currently no statutory mechanism for ensuring that surpluses, which previous generations never intended to be a private reward for anybody, remain committed to that wider public purpose.
At the moment, legislation governing mutuals can incentivise demutualisation by permitting those legacy assets to be distributed. Legacy assets have often been built up over many generations of membership and can constitute a significant part of the working capital of the business. Current members typically have not contributed to that capital base but have enjoyed the benefits of previous years of successful trading. Most demutualisation attempts succeed, assisted by a significant power imbalance between the boards of mutuals and members.
The example of Liverpool Victoria last year shows that demutualisation attempts can, however, be defeated, even when proposed by a mutual’s board. We should be wary of the interests that private equity is showing in mutuals across the world, attracted by the prospect of acquiring significant assets built up by generations of members. At present, it is not possible for an existing society, or those setting up a new society, to proscribe demutualisation. That leaves mutuals vulnerable to those simply aiming to liberate those legacy assets, sharing them out among people as they choose, and converting the business into an investor-owned company. That has resulted in much of the UK building society sector being lost and their businesses either failing or transferring to non-UK ownership. That has been bad for mutuality and bad for the economy, given the damage that it has caused to corporate diversity.
The hon. Gentleman is making a fantastic speech on how to protect from demutualisation, but it seems a very defensive way of looking at things. Will the Bill provide a chance for new innovations and further capital to be brought into the sector to help its members?
I thank the hon. Gentleman again for intervening. One proposal I did not take up and put to the Government was the idea of a new share for co-operatives that would allow them to develop in a way that they have not been able to before. Unfortunately, the Government are not at the moment able to do that, but it would bring in the additional capital to encourage the growth he talks about. I understand from the Government that it will be considered as part of a Law Commission review of the sector. The issue is on the agenda; it is just not included in the Bill at the moment.
My Bill will introduce new provisions to maintain the destination of the capital surplus to ensure that where a mutual’s rules make the capital surplus non-distributable, any resolution to convert it into, amalgamate with or transfer engagements to a company shall also include a provision to transfer the capital surplus, as provided by the rules in the event of a solvent winding up. With the support of the House, we will be able to incorporate sensible amendments that ensure that this legislation works for the co-operative and mutual sector, and fits in with the Government’s stated policy objectives.
In finishing, I would like to thank the Minister and his officials for their time devoted to holding discussions and their help in re-drafting parts of my Bill to our mutual satisfaction. I thank Peter Hunt and Mutuo for their help, advice and expertise throughout the time we have been working together on the Bill, and I thank the Co-operative party and the co-operative societies, mutuals and friendly societies that have engaged with me to give me the encouragement and enthusiasm to get to this stage. I look forward to working with parliamentarians from across the House to get the Bill through the forthcoming stages required to bring it into law.
Before I sit down, Mr Speaker, I would like to declare an interest as a Co-operative Member of Parliament and as a member of a co-operative society.
I congratulate the hon. Member for Preston (Sir Mark Hendrick) on moving the Second Reading of his Bill. Having had the pleasure of introducing my own private Member’s Bill in the last Session, I know only too well what a privilege it is to be drawn in the ballot.
I thank the hon. Gentleman for taking the opportunity to raise the important issue of co-operatives, mutuals and friendly societies, which colleagues across the House have raised on several occasions. My hon. Friend the Member for Wycombe (Mr Baker) led a Westminster Hall debate on the issue last December, emphasising the opportunity to generate wealth through co-operatives and mutuals and the role that they can play in our levelling-up agenda. I know that the chair of the all-party parliamentary group for mutuals, the hon. Member for Harrow West (Gareth Thomas), has endorsed the principles of the Bill; I commend the APPG’s work to champion co-operatives, mutuals and friendly societies.
“Mutuals” is an umbrella term for organisations whose members have democratic control of their business and that are owned by and run for the benefit of members, with profits reinvested in the organisation or among the membership. They include co-operatives, mutuals and friendly societies, but for ease of reference I will use the umbrella term “mutuals.”
Mutuals are fantastic business vehicles and are at the forefront of good behaviour when it comes to investing in people, developing skills and creating opportunities. Moreover, a range of co-operative models are increasingly being used as tools for community-led economic development, with people collaborating and pooling resources to improve their economic and social circumstances. Alongside that, educating and developing members is one of the fundamental principles of the co-operative model and is critical to making it effective. Mutuals are positioned as a potential tool to leverage the community support that we need to ensure that levelling up is a success in communities such as Darlington, and no doubt in the constituency of the hon. Member for Preston.
I am so pleased to see this Bill here today. As a proud Co-op Member, I truly hope it progresses to the next stages. I am also proud to have played my small part in getting it to where it is today. It is a version of the private Member’s Bill I brought forward in 2020, so to see it proceed to the next stage would be incredibly heartening. Legislation that supports positive social and economic transformation has never been more necessary. As we live through turbulent times, politically and economically, it is essential that we create the right regulatory framework from which we can safeguard and grow our economy. There is a need to facilitate and to protect new capital in co-operatives, without compromising their co-operative nature and without members losing control. As we know, several barriers prevent co-operatives from growing to their full potential and place them at a disadvantage, at risk of demutualisation. This Bill provides a way to ensure that co-operatives and mutuals are not compromised.
The co-operative model is truly a British success story, as my hon. Friend the Member for Preston (Sir Mark Hendrick) has ably explained. It is also truly a Welsh one and it has been at the heart of economic renewal in Wales. Robert Owen, a prominent Welsh textile manufacturer, was one of the founders of the co-operative movement, with the creation of the villages of co-operation. Co-operation is a way of life in Wales. I am proud that in Wales, and under a Welsh Labour Government, we hold the values of co-operation, fairness and social responsibility closely within our communities and in how we govern.
It would have been nice to see the full version of the Bill proceed today to enable the raising of investment and shares. I hope we see that in future. I truly support and warmly welcome my hon. Friend’s groundbreaking Bill and congratulate him on bringing it forward.
I congratulate the hon. Member for Preston (Sir Mark Hendrick) on bringing forward the Bill and I thank my hon. Friend the Member for North East Bedfordshire (Richard Fuller) for the amount of work he did on it —he has a lot to be proud of.
I should declare an interest: my Heywood and Middleton constituency is located in the Metropolitan Borough of Rochdale and includes the western third of the town. As Members will be aware, Rochdale is the home of co-operativism—I am almost certain I can hear someone furiously typing on Twitter to tell me that it did not start in my constituency, but we were certainly among the first—so this subject is very dear to me.
I have something else in common with the hon. Member for Preston: we are both alumni of Salford City Council, along with the much-missed Paul Goggins and the formidable Hazel Blears. Members can tell from that list that I am a bit of an outlier, as I sit on the Conservative Benches—
There is form now for Greater Manchester MPs. [Interruption.] No, you are welcome to him.
Having begun with the founding of the Rochdale Society of Equitable Pioneers in 1844, the Co-operative Group is now a major employer nationwide, and particularly in Greater Manchester. Co-operativism is at the heart of our town and plays an important part in our wider national identity. It gives agency to workers, ensures fair trade practices and drives up the quality of products and services. The Rochdale principles by which most co-ops are guided—equity, anti-discrimination, participation and democratic control—are fundamentally British principles. The co-op was the at the nexus of modern society in this country. It educated people, gave them a voice and treated them as partners in their endeavours at a time when most workers could only dream of that kind of relationship with their employer.
As I said, co-operatives are not the only thing the hon. Member for Preston and I share, and Salford City Council is actually now a co-operative council, as he will know. When we discussed how to bring the Government’s localism agenda to Salford, it was decided that the best way to proceed was as a co-operative council. That change has been hugely successful in including Salford’s citizens in the way we run things. It has created credit unions and given people control over things such as childcare by making it affordable and accessible. There is a huge amount of benefit in how co-operatives work.
I am pleased the legislation acknowledges that although the co-operative movement started in the 1840s and is still going in the modern era, it needs a bit more flexibility to operate in the society in which we now live. Collectively, co-operatives and mutuals are worth roughly £40 billion to the economy and represent 250,000 jobs; the sector is relatively small compared with some of its foreign cousins, so there is a bit of work to do. More co-operatives would bring huge amounts of extra economic benefits to this country. There is a traditional view that because the Co-operative party is associated with the Labour party, co-operativism is a left-wing ideal, but it is not: it is apolitical in its operation. It is just a way to ensure that people can participate fairly in their endeavours.
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Seen through the lens of investor-ownership, a capital surplus is a tempting asset—a windfall or unearned profit —which, if mutual members were to be replaced by investor-shareholders, could be shared out among those shareholders. Capturing this asset is the usual incentive for a “demutualisation”, which is when a capital surplus or legacy asset is divided up between shareholders—when the mutual agreement between the former members, whereby they engaged in their society on the basis that they would not personally profit from its trade, is broken up. In short, it is when a mutual purpose for the common good is replaced by a profit-driven purpose for private benefit.
In UK law there is no generic or principled recognition of the value to wider society of mutuality or of the legacy asset of a mutual society. As a result, the ability to access legacy assets actively incentivises demutualisation.
Demutualised former building societies were mostly absorbed into banks that failed during the financial crisis. None of the demutualised former building societies continued for long as an independent bank. They became part of larger listed banking groups or, in the cases of Northern Rock and Bradford & Bingley, failed in the financial crisis and were later nationalised. Moreover, those demutualisations converted some of the largest building societies at the time. The argument for demutualisation has proved to be bogus. It has not delivered the strong independent businesses that it was supposed to do, and the need for more capital is soon forgotten as the newly proprietary entities are generally merged into larger firms.
Diversity of ownership types and business models creates a corresponding diversity in forms of corporate governance, risk appetite and management, incentive structures, policies and practices, and corporate behaviours and outcomes. It also offers a wider choice for consumers and enhances competition that derives in part from the juxtaposition of different business models.
Legislation is needed to help UK mutuals to preserve their legacy for the purposes for which they were intended, to maintain and encourage greater corporate diversity, and to build a more resilient economy. Mutuals need to be able to incorporate appropriate measures into their constitutions which have a statutory basis, either at the point of establishment or thereafter, with an appropriate level of member approval. This will be even more important if the legislative reforms for co-operative and community benefit societies explained above are taken forward. To optimise the successful implementation of new legislation, properly recognising legacy assets for the benefits they bring will be an important ingredient for building confidence.
Many jurisdictions have acted to preserve mutual ownership by ensuring that assets are used only for the purpose for which they were intended. That ensures they cannot be distributed to members or third parties, and thus disincentivises demutualisation. Mergers, dissolutions and transfers of business are still permitted, so this arrangement does not hamper the evolution of business in any way. Ideally, such measures will be universal, but in some legal traditions that is considered problematic as it arguably alters members’ ownership right retrospectively. It is not desirable to cut and paste legislation between different traditions, so solutions are required that respect the culture of different legal frameworks. To deal with that, simple legislation can be introduced in common law jurisdictions that would give every mutual the right to choose a constitution that preserves legacy assets for the purpose they were intended.
My Bill does that. My Bill disincentivises the raiding of legacy assets. Voluntary legislation will ensure that legacy assets are preserved for the purpose for which they were intended. It empowers mutual members to decide what should happen to assets on a solvent dissolution. It would match the best legislation that exists in many other countries. My Bill also: introduces a voluntary power to enable a mutual to choose a constitutional change, so that its legacy assets would be non-distributable; details precisely the destination of any capital surplus on a solvent winding up; outlines the procedures necessary to include such provisions in a mutual’s rules; and inserts a statutory provision for the relevant rules to be unalterable. My Bill will define the capital surplus as the amount remaining after deducting a mutual’s total liabilities from its assets, including repayment of members’ capital.
As I understand it, the UK has a comparatively smaller mutual sector than some other European economies. In its 2021 report, Co-operatives UK showed that there were more than 7,200 co-ops in the UK, employing approximately 250,000 people and with a combined turnover of £39.7 billion. In 2017, an estimated 11% of the UK’s insurance market was provided by mutuals, compared with 52% in France and 47% in Germany. I also understand that the sector has been largely resilient to the problems caused by the covid-19 pandemic, and I welcome the 1.2% growth in the number of co-ops in 2020-2021.
The sector faces a number of challenges. Unlike companies and banks, mutuals are largely dependent on bank borrowing and on their own revenues, as they are unable to sell shares without losing member control. The ability of the UK’s mutual sector to expand is therefore limited by its access to external finance. As the Ownership Commission noted in 2012:
“Legal limitations prevent many mutuals from raising…capital sums from their members.”
The commission made three recommendations: that new capital instruments should be introduced to allow mutuals to raise external capital, that mutuals should be able to issue bonds to members, and that they should be able to count deferred shares as tier 1 capital if trading as a bank or building society. I would be grateful if the Minister outlined the Government’s current thinking on those recommendations.
Many colleagues across the House will have received correspondence from constituents who are concerned about the proposed demutualisation of the financial services firm Liverpool Victoria. In December 2020, LV announced that US equity firm Bain Capital was in talks to acquire the business. The sale would have included the demutualisation of LV, with the mutual becoming a public limited company owned by shareholders rather than by members. I understand that LV’s chief executive argued that such a move was necessary to ensure the continuation of the business. However, in December last year the sale failed to gain the required support of 75% of LV members, with only 69% voting in favour. The potential need to demutualise LV exposes the difficulties that mutuals face when they need to raise capital. To protect those jobs, what action have the Government taken to ensure that LV can continue operating?
As I understand it, the Bill proposes legislative changes for share capital and non-distributable capital surplus. It would give mutuals the option of adopting a statutory provision guaranteeing that their residual capital surpluses are not distributable among members. The term “capital surpluses” means residual equity minus members’ shareholdings and share interest. The provisions would not interfere with mutuals’ ability to pay profits to members or to pay interest on share capital. I understand that the Bill would also enable mutuals to issue equity shares that are repayable at the option of the mutual, rather than being withdrawable at the option of shareholders. At present, mutuals looking to raise equity are hampered by legal uncertainty as to whether they can repay non-withdrawable shares at their option.
In preparing for this debate, I have been interested to read about comparable legislation abroad. Australia’s Treasury Laws Amendment (Mutual Reforms) Act 2019 introduced new mutual capital instruments. I understand that, previously, mutual companies did not have the power to issue such shares. Under the 2019 Act, share owners in Australia are limited to one vote per member regardless of how many MCIs the owner holds. The Act also introduced a clarification that the issuing of MCIs does not amount to demutualisation by the organisation for tax purposes, I would be interested to hear the Minister’s thoughts on that Act and its relevance to any legislation that might be appropriate for the UK’s mutuals sector.
It would be remiss of me not to mention a fantastic example of a mutual in Darlington and to praise the work it does in and around Darlington. Darlington Building Society was established in 1856 and now has nine branches across the north-east, County Durham and North Yorkshire. It describes its mission as being
“to develop our staff, technology, customers, brand and place ourselves at the heart of the communities we serve.”
This is a mission it undoubtedly achieves.
In September, a new play area, funded with a £15,000 donation from the Darlington Building Society, was unveiled at a Teesside school run by the North East Autism Society, which also freed up its staff to volunteer on my project to build a playground in Skerne Park in Darlington. I am also delighted that Darlington Building Society has announced a five-year deal to sponsor a new exhibition hall that will become a key feature of the Darlington rail heritage quarter, a £35 million project to create a national visitor destination as we fast approach the 200th anniversary of the Stockton and Darlington railway in 2025, marking the birth of the modern railway and a moment in history that changed the world. To quote Andrew Craddock, chief executive of Darlington Building Society:
“At Darlington Building Society, we are passionate about helping the members we have today, but we are also committed to encouraging the members of tomorrow to get into the saving habit. That’s why financial education is such an important part of what we do. As well as going into local schools, The Exhibition Hall will give us fresh opportunities to stage educational workshops in an engaging environment that is steeped in history.”
I warmly welcome this commitment to preserving and showcasing our local rail heritage in Darlington.
Darlington Building Society also has a long-term commitment to donate 5% of its profits to good causes, as well as freeing up staff time to volunteer in the community. In 2022 the building society has so far donated a total of £172,000 to local charities and community organisations. In September alone, Darlington Building Society donated £36,050.
If you will indulge me, Mr Speaker, that donation included: £8,000 to help combat food poverty this Christmas by providing 200 families with food hampers; £5,000 for Rubies GLOW project, which provides a safe space for girls to meet, receive support and develop self-confidence; £5,000 for Red Balloons, which helps to promote positive mental health through exercise and free guided walks; £7,200 for Wheels 2 Work, which is helping more than 40 people get into and stay in employment by providing mopeds and scooters; £2,400 for Studio Burn Fitness; £4,200 for Trinity Youth; £2,000 for Beyond Limits; £1,000 for Angel Trust; £500 for the North Yorkshire scout council; £250 for the Cockerton community business group; and £300 for Darlington Railway Athletic football club.
I would also like to draw the House’s attention to Darlington Credit Union, a community financial co-operative founded in 2009, following the merger of four smaller credit unions. Since then, it has grown to serve the whole of the north-east. It performs a vital community function, by being a source of affordable loans, which help people to avoid loan sharks. Darlington Credit Union faced an uncertain future in the wake of the pandemic, but Darlington Building Society, another of our mutuals, came to the rescue by providing crucial financial support and ongoing expert guidance on a voluntary basis. That really is a testament to how embedded in the community Darlington Building Society is. That is just the tip of the iceberg when it comes to the community work that Darlington Building Society engages in, and were I to list all of its achievements, I fear I would be on my feet all day. It is a fantastic example of the good that mutuals can do in our communities, and I want to put on the record my praise for its work in Darlington.
Returning to the Bill, I want to be clear that I fully support its principles. As I have outlined, mutuals have a hugely important role to play in our communities, in terms of education, engagement, charity and, fundamentally, the financial services they offer. It is also hugely important that we ensure that there is diversity in the financial services sector and that mutuals are able to raise the capital they need more easily without the need for demutualisation. I also note that both Co-operatives UK and Mutuo, an advocacy organisation for mutuals, also support the principles and aims of the Bill. There is clearly a significant appetite for reforms for the mutuals sector. I also note that Co-operatives UK has suggested that these reforms would have a significant economic benefit if they were to be introduced. I trust that the Minister has taken full note of that and will engage with the mutuals sector further on the matter.
I am pleased to be able to support this Bill, and I am grateful to the hon. Member for Preston for giving us the opportunity to debate these issues today. I know that he will continue to engage closely with Ministers as he continues to guide this Bill through its legislative journey, and I trust that the Minister will have listened closely to the contributions from across the House today. I look forward to his response.
The Bill will give co-operative societies the option to adopt a statutory provision that guarantees that their residual capital surpluses are non-distributable among members, without interfering with co-operative societies’ ability to distribute profits to members or to pay interest on share capital. It also has the potential to enable significant new investment, innovation and development in a wide range of co-operatives. The hon. Member for Preston pointed out that that will be part of the review, and I would like to see that as well. It is a bit of a win-win: if we can make co-operatives more agile and economically flexible, that can only be a good thing. By creating more optimal conditions for investment and asset growth in co-operative societies, setting the right boundaries and engaging with the appropriate motivations of entrepreneurs, members and investors, and preventing perverse incentives to destroy co-operative values, such as unnecessary demutualisation, the position of existing co-ops will be enhanced, offering greater market agility, boosting business investment and committing more capital surpluses to reinvest in economically, environmentally and socially productive enterprise. The Bill will enable societies to issue equity shares that are repayable at the option of the society, rather than being withdrawable at the option of shareholders. At present, societies looking to raise equity are hampered by legal uncertainty as to whether they can repay non-withdrawable shares at their option. Again, this should enhance the position of co-ops by reducing financial costs in the sector.
I thank the hon. Gentleman for introducing the Bill and providing options for a modern, more agile framework for co-operatives and mutuals to operate. I am very much looking forward to supporting this Bill as it goes forward.