Companies Act -- the thick volume that govern's international and local companies in Bermuda.

The 58 clauses covered a vast range of topics, many of them minor and technical. But others are expected to sharply reduce the number of companies that must be created by special private legislation in the House of Assembly.

The legislation prompted little discussion or debate, though National Liberal Party Leader Mr. Gilbert Darrell said he thought most people in the House hadn't read it or understood it.

Among the significant changes, Finance Minister the Hon. David Saul told the House, were provisions that allow companies to: Hold board and shareholder meetings by telephone.

Have directors who own no shares.

Have local "representatives'' instead of local directors, if they are listed on an approved stock exchange.

Transfer shares electronically.

Provide financial assistance for their employees to buy shares.

Move in and out of Bermuda without having to wind up and start a new company.

Dr. Saul said most of the changes were proposed by a committee, made up of large number of people and organisations interested in the Companies Act, that has been meeting since 1988.

It is important that the Companies Act in Bermuda is not stagnant, he said, and more amendments should be expected as time passes. "We must keep up with any changes that are necessary, to keep Bermuda in the forefront of international business.'' Shadow Finance Minister Mr. Eugene Cox said the Opposition would support the amendments. But he said it was important the make certain the legislation preserved public confidence and ensured public accountability.

Reasonable information must be available to shareholders, creditors and the general public, he said.

"The PLP favours rationalising the act, though the old one seems to have been working reasonably well.

"We must make sure that adequate controls in the management of these companies are being exercised.'' He was concerned about provisions regarding an "approved stock exchange'' and expressed concern that the local Exchange was a "Mickey Mouse operation''.

He praised provisions that would encourage share holding by employees, a practice that should encourage better relations between labour and management.

He said it was important that Government provided the necessary human and financial resources to make sure the act works.

Mr. Darrell described the legislation as "very, very important to Bermuda, particularly since we depend a great deal on international business.'' But he wondered why there weren't separate acts, one for local business and one for international business.

He suggested that this sort of legislation should be reviewed by a standing committee, that could go over it carefully and make recommendations. "It's impossible for us to understand it,'' he said.

For individual MPs, he said, "it's too overwhelming'' and he doubted whether most had read it.

Mr. Ottiwell Simmons (PLP) said Government seemed to be more concerned about international business and the insurance industry than the traditional business of tourism.

Mr. Simmons, president of the Bermuda Industrial Union, said he could see nowhere in the legislation where companies were required to file their audited accounts, as unions and charities are required to do.

Mr. Stanley Morton (PLP) questioned the reliability of telephone meetings: What sort of guarantees were there that these transactions were legitimate and could be confirmed? Mr. Stanley Lowe (PLP) said the changes were important and he supported them.

Many of the changes were things that were already taking place in private companies legislation, he said.

Mr. Julian Hall (PLP) supported the changes and called them important. He said the House needed to look very carefully at the liability exposure of directors and officers of companies.

He expressed concern about the flow of business from the Registrar of Companies office to the private sector, and said it had tended to benefit a limited number of people.

"I'd like to see that the future opportunities are a little more widely shared that were the past opportunities.'' He agreed the Companies Act must be constantly under review. "It's our bread and butter,'' he said. "We have to strike a careful balance between attracting business to Bermuda, and ensuring that the business we attract to Bermuda is responsible...'' In reply, Dr. Saul said the "approved'' stock exchanges were reputable overseas stock exchanges. He said he would be happy to see more share holding by company employees, and said the Bermuda Monetary Authority and the Registrar of Companies were geared up to deal with the legislation.

He said the bill had been laid before the House three weeks in advance. But on this, or any other matter, he and technical officers would be happy to hold a seminar or do whatever needed to explain the provisions.

He said telephone meetings were not illegal before -- they had just not been contemplated. They are being conducted in practice already, and the amendments make it clear they are permitted.

Government was not shifting its emphasis away from the tourist industry; it was simply important to keep abreast of changes in international business.

"We have got to keep alert. We have got to keep ahead.'' He said there should be no fears about provisions allowing companies to continue in existence as they moved in or out of Bermuda. It was a regular feature of private company legislation, and was based on an Ontario law.

The importance of having Bermudian directors has declined as Bermuda has come to learn more about international companies.

And he told Mr. Hall the business from the Registrar of Companies office has been shared more widely. "The current Registrar of Companies has been spreading the load to other than that small handful of people'' who were getting it in the past, he said.