Companies (Address Information) Amendment Bill

I move, That the Companies (Address Information) Amendment Bill be now read a second time.

I would like to begin with thanks to the Economic Development, Science and Innovation Committee, who considered the Companies (Address Information) Amendment Bill and who worked hard under the leadership of Parmjeet Parmar and came up with some really good recommendations to make this a better bill. I’d like to thank the officials who also worked hard with us to make it a much better bill. And I say “us” because, although I do not sit on that committee, I attended while the bill was progressing through and the chair and members of that committee were very supportive of me participating in the discussions.

I would also like to thank our former colleague Sarah Pallett, who was the person who first authored this bill. When Sarah wasn’t re-elected to Parliament, I took over the bill. It was then still in the biscuit tin, and it was drawn out. This is Sarah’s work as well, and it’s good to be able to see our former member’s work carrying on in the House.

To remind people what this bill does, what it does is it creates the capacity for directors of companies—and, by the time it came out of the select committee, it’s directors of companies who are also shareholders in those companies—to have their home addresses removed from the Companies Register and replaced with an alternate address. It’s a change that’s supported by a large number of the submitters, and I’ll get to exactly why in a moment.

I’d like to say there are some really significant submitters who supported this change. The New Zealand Super Fund supported it, and so did the Restaurant Association and Retail New Zealand. Russell McVeagh supported it; so did Business New Zealand and the Institute of Directors and one of our big insurance companies, IAG, who also put in a submission on it. All these significant entities supported this bill. Now, to be clear, they didn’t support it in its entirety. They supported the intent of the bill, and most of them thought it should go further. That’s what they wanted—a really good solution in place. The solution we have in place through this bill is a bit of a band-aid but, for the time being, a band-aid will do. Again, that will be come through in my speech.

As for why this bill is important, I want to go to some of the submissions that we received during the select committee process. The first one here is from a woman, Susan Templeton. Now, Susan is another person we need to thank because she is one of the people who has been instrumental in getting this bill to the point where it is. She and I met before the bill had its first reading in the House, and she submitted on it. For those who care to read her submission, what they will see is a story of Susan being stalked, of being harassed, of having threatening text messages, of consulting the police but finding that there was little the police could do—fortunately, stalking is now an offence in this country—of having a driver of a car pull up behind her, of having things go oddly wrong at her home. What she found is that her name, her home address, was on the Companies Register, where her home could be found in a matter of moments by anyone with an internet connection—the name and a Google search.

Now, Susan was able to get a final protection order against the person who was stalking her, but what she couldn’t get easily was a way to get her address removed from the Companies Register. She said, “No one should have to go through that.”, and, “There needs to be a solution in place for that soon.”, she said. That’s Susan’s story, and she asks a couple of questions in her submission. She says, “My first question is simple: Who needs to know where I live? I have a public business location and service address. I have a public website and keep regular business hours. I am not a criminal. Why should I be forced to live like one?” And her second question is urgent. She says, “Why should I, or any other person who is being threatened by someone wishing us harm, wait another two days or two years for our government to get around to updating our outmoded Companies Act?” Susan wanted action fast to ensure that someone who was being threatened could not be found via the Companies Register. It was one of the compelling submissions we received.

The New Zealand College of Clinical Psychologists submitted on this bill. They were very much in favour of it. Again, let me read a submission from one of their members, who wrote, “As a clinical psychologist who runs a large practice in Auckland, we have not been willing to register as a company, because we are concerned about our private information being available. Boundaries are a crucial part of our work, and it is important that psychologists have the autonomy to decide which information they share with their patients to maintain these boundaries and, in some cases, their safety and privacy. For example, in our practice, clients are only able to contact us via email and so on.” Importantly, though, this clinical psychologist, writing in support of the New Zealand College of Clinical Psychologists, says she wants to be able to keep her address private for safety reasons.

Here is one I found really compelling at the moment, from Sparrow Consults: “My organisation is a strong ally for the trans and LGBTQI+ community, and we are gravely concerned about the personal and online safety of those who work … in trans health. I am on the unpublished electoral roll due to past employment working within family and sexual violence areas. I am concerned as business owner about the Companies Register requirement for anyone who is a company director to have their residential address be listed on a public website … I wish to protect my business, myself, and my whānau. I have a primary aged child who is an ally, and I want the power to protect them as much as myself. Advocacy in the current global climate is increasingly tough and it is only through knowing my business, myself, and my whānau are safe that I can continue to support gender-affirming health care.” We all saw what happened last weekend when allies were attacked. They have a compelling reason not to have their addresses publicly available. Those are the reasons for this bill.

Now, there are some very sensible changes made at select committee to make this bill workable and work in a particular way, but I do want to address one major outstanding issue. The Minister of Commerce and Consumer Affairs has said that he is preparing a Companies Amendment Bill to amend the Companies Act, and he’s proposing, or he will, a particular solution within that bill that would actually be a better solution than this one. It would be a better solution, and I agree, from talks I’ve had with the Minister of Commerce and Consumer Affairs, that it would be a better solution. He said it was coming “soon”, but “soon” is a very slippery word: “soon” can mean five minutes, “soon” can mean three months, “soon” can mean five years—what does “soon” mean in this case? We heard in Susan Templeton’s submission that she needed this protection now, not soon—whatever that “soon” might be.

This solution is a band-aid. The solution proposed by the Minister of Commerce and Consumer Affairs will be a better solution, but that solution is not available yet. The bill is not even in the House yet. Now, if that bill gets into the House and passes its first reading, then we could reconsider whether this bill should go through or whether some aspects of it could be adopted, but until that moment, this band-aid is needed. Until that moment, trans allies, clinical psychologists, business people who have had an unfortunate incident that means that they are now vulnerable—in fact, possibly any company director who’s also a shareholder—can benefit from this band-aid. I invite the Minister of Commerce and Consumer Affairs to clarify his “soon”, very soon indeed, and in the meantime, I urge the House to support this bill.

The question is that the motion be agreed to.

Thank you, Mr Speaker. First of all, I just want to acknowledge the honourable member Deborah Russell for pursuing this bill with vigour. It’s always a great thing to have a bill pulled from the ballot and to see it progress, so I do want to compliment her for doing that. As she noted, we have talked long and hard over a period of time about this bill, and as I’ve always said to her, there is no one that I’ve come across—and she certainly spoke of examples where it’s absolutely essential—where this change is not required. I totally accept that proposition.

We are going to support this bill, but I do want to just continue to highlight that when we do the update to the Companies Act—the first time in 30 years, which we’re in the final process of completing, subject to approval through Cabinet and all normal processes—and when that comes through, we want to make sure that one of the key principles of that bill, which is about modernising, digitising, and simplifying the Companies Act, is this issue around director addresses and also director identity.

This bill addresses a small part of what’s in the wider bill that we will be, hopefully, debating in due course, but I just reiterate: there are significant concerns about the safety of company directors and their families. I think the bill allows company directors to substitute their residential address with address for service, which is good, and I was just looking at the proposed amendments that the Economic Development, Science and Innovation Committee has worked its way through.

Obviously, you want to be able to nominate either an address where the business is actually located—that should be one option—or an address such as an accounting firm or a legal adviser, but, to be clear, that service address should not be such as a service office in a big town where there is, effectively, no formal presence, because one of the most important things about an address is the ability to be able to present documents, whether it’s a court summons or something else, to a company. Particularly if it’s going to a director, having those options around it is absolutely essential.

The second thing is the bill requires someone to make a statutory requirement to change the address. Our current view is that we would like to actually make it more permissive than that, because that’s a certain process you have to go through. We believe that, in fact, the ability to deal with someone’s personal address and change it should be more a matter of right rather than going through a statutory process, but that’s something we’re looking at and considering at the moment. That is being even more flexible about how we deal with this.

The other related area that I want to cover, which is a key part of what we’d like to do when we do get to the companies reforms, and I’ve discussed this with the honourable member, is that we want to make sure that we also deal with the issue of director identity, because in taking away the identity of the address, it becomes increasingly difficult to deal with identifying who particular directors are.

Members would be aware that there—I forget the actual number; I did check it once, but there are many, many John Smiths in the company register at the moment, and there are cases, sometimes deliberate, where people might put John Smith, John R Smith, Jonathan Smith, Jonathan R Smith, and might add an “e” to it at the end. Relying simply on a name, if you remove the address, actually creates a much wider and more difficult issue, and I don’t think this bill contemplates that and, in fact, creates quite a vacuum.

Whilst we support this bit, we don’t think we’ve actually dealt with the substantive issue, which is: how do we track directors? How is someone able to actually follow and check directors? The importance of having a director identity number is a most logical solution to that process and that issue, and that’s certainly something that we’re contemplating. I think, if you see that discussion, that actually has wider connotations around financing of companies and other areas.

Whilst this bill has done a good job, and I commend the select committee for what it’s done during the process, it did highlight some of the obvious flaws in the bill, which I’m glad have been picked up. It is good as far as it goes, but, actually, there’s a need for a much wider remit to actually make sure we have a comprehensive solution, not just a piecemeal solution. That’s not to detract from the work that the member’s done—it’s not meant in that context—but I am just taking the opportunity to explain why I’ve been talking to the honourable member about this and what the wider context is.

None the less, we will support the bill tonight and see it through, but I’d just say to the member: we will capture the best parts of that, but we’ll certainly be looking to fuse it into what I hope all members of the House, and certainly the Opposition, will see there is a need for, next year: an actually much more holistic approach to this. On that basis, I congratulate the member and look forward to hearing the other speeches.

Thank you, Mr Speaker. I rise on behalf of the Green Party to also support this bill, and I would like to thank the Hon Dr Deborah Russell for bringing this bill to the House and for highlighting the importance and also the potential risks that having your personal and private address being published in the Companies Register may bring.

From the Green Party’s perspective, we do think that this bill is quite important from the perspective of privacy but also safety for individuals and their whānau. We are particularly heartened by the fact that the Economic Development, Science and Innovation Committee also took up the advice from the Ministry of Business, Innovation and Employment around extending this bill to the scenario where a potential shareholder may also be in the same household as the director. That is a really, really important step, as well.

Overall, as we see with some of the other bills that have been introduced into the House, this is the strengthening of legal protection for individual privacy—as the Hon Dr Deborah Russell mentioned before—against things like stalking and harassment. Particularly, if you are from the marginalised communities, it is particularly crucial.

I think that one thing that we would like to just highlight is the fact that although this particular bill brings it in line with the likes of Australia in terms of approach, the fact remains that there is possibly a reasonably high threshold for you to have to meet in order to establish that there is a possible safety concern, as opposed to a broader sense of having the address being published on the director’s website in the first place. In saying that, we think that this is a really important step and this is a really important bill, and we look forward to this bill being introduced in due time.

Thank you, Mr Speaker. Gosh, Lawrence, you were so quick and speedy; I did not expect that. I rise—

💬 Dr Lawrence Xu-Nan: Keep you on your toes.

I should be ready at all times; I appreciate that. I rise in support of this bill. Straight away, I think it’s really important to caveat that we will be supporting this bill and hope to see it go through the House.

I, firstly, would like to mention the Hon Deborah Russell for bringing this bill forward. I’d also like to mention the Hon Brooke van Velden from our party, because as quite a few of you that have followed this piece of legislation’s journey, you will know that she also had a similar bill in the tin last term. This term I actually took up that bill. I removed it and I got a free space, which meant I actually got another bill pulled—so thanks for that, Deborah. We’ve got a bit of a two-for-one happening, I feel, going on here, so it’s great.

This is a really important piece of legislation, not only because I’ve been a director of my own company myself but because being a female, there seems to be an overwhelming risk that comes with having your information public. When I took over Brooke’s bill, I actually talked to quite a few people that were having issues. While there were a couple of blokes—don’t get me wrong, it’s not just an issue for females—overwhelmingly they were stories of harassment.

One of the people that I’d really like to talk about today is actually someone I won’t mention by name, but one of the main people that have stood out to me during this process. She did submit on this bill. Essentially, she had a breakdown in the relationship and the person knew, based on her job, that she owned her business and went on to harass her for at least three years.

Maybe that actually comes down to the fact that there are actually not great rules and laws around stalking—which I’m also pleased that we’re going to be addressing—but it came down to the fact that they were able to access her details really easily by a quick Google search. In a modern world, it doesn’t take long to do that. If we look at this House, I’m sure that there are some of us, members of Parliament that probably have a business, and possibly have shares within a business, and quite a quick company search would actually bring up our addresses as well. That’s actually a really scary prospect.

My lovely colleague Dr Parmjeet Parmar was the chair of the Economic Development, Science and Innovation Committee, and I know she really would have wanted to talk to you guys about this today—but, unfortunately, she’s not with us—to go through some of the information that the select committee have done. I think it’s really important to acknowledge the work—given the scope of the bill’s quite narrow—because there’s quite a bit of detail that you guys have gone through.

I think, as Lawrence mentioned, the covering of the prospective directors is really important, because we know that those prospective buyers that are going through the contractual process or that of having shares—it’d be good to also keep them off. Otherwise, it’s a matter of them going on and having to apply to have it removed. I know that that is actually quite challenging.

The other little bits and pieces are all quite technical, and I think those at home probably won’t be overjoyed to hear about the technical details, but it basically means it will work when it comes to the legislation. Yes, it is potentially just a band-aid at this point.

I want to acknowledge the Hon Mr Bayly, who is also doing some work in this. New Zealand is way behind the game when it comes to the Companies Act—like, so far behind. Places like Australia, Canada, the UK, they’ve been far ahead of this for quite some time. I’m more than happy to see that there has been quite a bit of work on this, but, look, the problem for the people that I know I was representing when I put this bill forward is actually very real. If we can do anything—whether it’s today or in a few months when this bill gets past its third reading—to help them and to have their piece of assurance that their private details won’t be shared and online, and they can’t be exposed to potential harassment, I think that we’ll be doing a really, really good job. I support this bill and I recommend it, and commend it to the House. Thank you.

Just before the next caller, Ms McClure there were a lot of first names in that. In the future, could we use full names in here to stop it sounding like a pub chat.

Thank you, Mr Speaker. During the select committee process, New Zealand First did give a differing view—and I quote—“New Zealand First will not support the bill as it is our view that there is a more comprehensive approach required.” We will stand and stick with that. We know that there is a bigger piece of work now coming from the Minister. After 30 years of a piece of legislation being changed, we feel that we are prepared to take the time and wait for “soon”, rather than do something “now”. That is still our view. It’s going to be a short call, really. We look forward to the third reading, but, at this stage, New Zealand First will not be supporting this bill. Thank you.

Tēnā koe. What line do I want to start with—I’ve heard this often today, so one might say this is a no-brainer, but the fact is that this is used so often in the House I’m not quite sure whether I believe that any more. I do think there’s an extra element to this, which is that it is about how we think about it, how we process it, but it’s also as much about the instinct that’s in play—and I think that’s certainly what I’ve heard from previous speakers—and the instinct particularly of women: women’s instinct; our intuition, right? Partly it’s got to do with our brain but it’s more to do with the instinct and the way in which we must care and protect who we love, and that is who lives in our houses and in our homes. I think that’s a particular element that I think has been raised in this discussion, and I wanted to just make this quick contribution in this way.

I think anything that ensures that, as much as possible, when we remove those details we immediately feel like we’re safe—I think we should be able to feel that, and I think it’s just a simple and smart idea; and thought up by women, obviously, so we’re really good with that. That makes complete, good women’s sense to me and to our party. Really, there’s enough that’s been said in support of it. Te Pāti Māori supports it, and I support it too, so good on us. Kia ora tātou.

Thank you, Mr Speaker. In Aotearoa, there’s a lot of issues that we need to address. I absolutely take the point that this bill identifies a gap where there are privacy concerns that arise from having companies’ directors’ addresses in a very public forum. I absolutely take the comment from the Hon Deborah Russell in relationship to how this may put specific population groups far more at risk, particularly those that may be running smaller businesses but may not have the resources to keep themselves safe. I do take the point. This will acknowledge a gap that will put some people far more at risk.

In saying that, when I hear the Minister say that the Government intends to put a more comprehensive bill, that’s an invitation to address some of the issues that exist in relationship to the behaviour of companies’ directors. I think, to me, if he’s looking at addressing, I guess, the Companies Act, I would be encouraging him to take a really fulsome view around other types of issues that Aotearoa faces. We invite him to actually do a comprehensive view. Until he actually puts something forward, I also call on the Minister and his party to continue supporting this bill, because, at the end of the day, unless there’s a genuine alternative on the table, I think Aotearoa actually deserves some progress on this issue. With that, I commend this bill to the House.

Thank you, Mr Speaker, for the opportunity to take a substantive contribution on this bill this evening. It is important that we ensure that we safeguard company directors.

There seems to be agreement across the House this evening that we safeguard company directors and those that cohabit from the risks associated with public disclosure of their residential addresses. The question is whether or not this bill comprehensively addresses that charge. As the Minister has made clear this evening, it is our view in the National Party that this is not a comprehensive solution. I think it’s a bit disingenuous of the member to challenge the Minister on when the piece of legislation is coming to the House, when this Government has been in place for just under 18 months and has already—

Ricardo Menéndez March: Remind us how many times you’ve used urgency.

—got in process, ready to come to this House—I’ll remember that next time we use urgency, your eagerness to get legislation through this House—that the Minister has committed quite clearly that there will be legislation or a bill coming to the House that we will take through and turn into legislation to address the fact that the current Companies Act is 30 years old. Now, that, basically, means the Companies Act was about when I was at intermediate—so time for an update.

💬 Dan Bidois: Are you that old?

But things have changed. I have members asking what intermediate I went to, by the way, so I’ll answer that question. I went to Rutherford Intermediate. It was not at Rutherford Intermediate that I learnt about the Companies Act, but I have spent my career talking about the Companies Act both here in New Zealand and around the world. Indeed, I wrote a book called Traversing the Avalanche, which was all about the Companies Act and the role of governance and the things we do to improve company performance.

Now, the thing that I learnt about writing that book is that the New Zealand Companies Act was leading in 1996 and has been used by other jurisdictions around the world. Indeed, they followed our lead—countries such as South Africa and a number of our Commonwealth partners, including Australia and Canada, used the New Zealand Companies Act as a basis for the changes that they made. This is important because often when we talk about the likes of our Commonwealth relationship, we don’t appreciate the value of working together on things like this—pieces of legislation like the Companies Act. One of the aspects, as I say, of that relationship is that some of those countries have used our model. I’ve worked in a number of those countries, working with companies that have used our Act or the basis of our Act for their Act and the way they’ve implemented it.

One thing that may not surprise you is that a number of those jurisdictions, particularly some of those that I worked with in Africa, had a large paper-based component of the way they implemented the Companies Act. Now, the challenge with the bill that is in front of the House this evening is that there is a large component of the way that it is implemented that requires manual intervention. It requires a statutory declaration and it requires a form being filled in. It’ll be no surprise to many members in this House that the Opposition has a view that when things are required to be done, we need lots of paperwork to make it happen, and often it is not as effective as it needs to be. I think that that probably summarises the position this bill is getting to this evening.

The member described it as a band-aid. The thing about a band-aid is that band-aids need to be effective. Our view is that this bill, this band-aid, is not as effective as it needs to be in addressing the underlying challenge that is real here: that there are directors and their associated shareholders who, because their addresses can be disclosed or are disclosed publicly, can be contacted and put in situations that they shouldn’t be put in, and can have mental health and other challenges as a result of that. As Minister Bayly has said, the bill that he intends on bringing to the House as it goes through the process will be more comprehensive, will cover the detail, and will comprehensively review this 30-year-old Act with a key difference. That key difference is that this challenge will be dealt with electronically.

Now, another part of the life I had prior to entering this House is that I was a director of several companies in Australia. I was part of the implementation of their director ID system. We heard the Minister speak earlier in this debate about understanding whether it’s John Smith, John R Smith, John Raymond Smith, John Ray Smith, and whether all of these people are the same person or different people. The ID system that Australia has implemented as part of their changes makes it clear who the director actually is, what the identity is of the director, and there is a large electronic component to making sure that process is effective. I’m looking forward to the Government’s bill, which is coming soon. I think that that’s important. It is on the horizon. It will come to this House. It will be debated and, ultimately, I’m sure, will turn into legislation. I think this bill that we are currently discussing, as I say, lacks provisions for directors with similar names. It creates a real challenge and demonstrates that need for the ID process that we’ve been speaking about already.

As a sort of side issue here, there is also an opportunity as we develop that bill and address this issue of director identification and protection of addresses, I can see as part of our desire to bring people to New Zealand that we will see through those Commonwealth relationships some of those countries that have used the New Zealand Companies Act as the basis for their changes will travel here to New Zealand, will be part of that international, everyone must go, everyone must come here, and as part of the Companies Act review will come to New Zealand, spend time here, and learn here as part of that process. Maybe the next international iteration of the Companies Act, maybe the next basis of the Companies Act over the course of the next 30 years, will again have its genesis here in New Zealand. To Minister Doocey’s question earlier, maybe after my career in the House, may it be long, my next book might be on this new Companies Act that addresses the concerns that the member hasn’t addressed in the member’s bill that we are speaking about this evening.

I think one of the challenges around that statutory declaration requirement is that statutory declarations can be difficult to get signed. You might be interested in the fact that—and hopefully the Opposition is interested in this and gives it support as well because it makes the implementation of this bill easier. There is another bill in the members’ biscuit tin, under the name of the member from Whanganui, which seeks to make it easier to get statutory declarations signed by making a chartered accountant able to witness a statutory declaration. I’m sure that, when that bill comes to the House, it will get the support of all those that support the bill in front of us this evening, because that statutory declaration, that additional form, that additional piece of paper, is going to need witnessing and we need to make it easier for that to happen.

It surprises me, actually, when we talk about the requirement for an additional form, the statutory declaration which is in the bill in front of the House this evening, that the Greens are supporting this, because surely there’s another couple of trees being cut down to have that form in front of the director that has to sign it to change the address and ensure their address is protected.

In summary, we are supportive of the intent behind the bill in front of the House this evening. We support the band-aid that this is but the more comprehensive bill, the bill that’s actually going to solve the problem, will be delivered to this House by this Government in due course. I commend the bill to the House.

Thank you, Mr Speaker. It’s a pleasure to stand and take a call on the Companies (Address Information) Amendment Bill. I would like to congratulate Deborah Russell on bringing it to the House, and also Sarah Pallett for starting the journey of this bill. Coincidently, I had the opportunity to catch up with Sarah Pallett on the campus at the University of Canterbury today, so it’s a nice piece of timing that this bill is in the House tonight.

Now, I can assure members that I am not going to take the full 10 minutes, because I don’t want to be the person that stands between this bill progressing with a long speech or a book review or a talking version of my curriculum vitae. We’ve all had those little mechanical toys that you wind up and they go for much longer than they you think they’re going to, but that doesn’t mean we have to reenact those experiences in the House—to the entertainment of both sides of the House.

What I do want to convey is that I had the privilege of sitting on the Economic Development, Science and Innovation (EDSI) Committee and hearing a number of submissions. I want to cover some of those here. In order not to take a huge amount of time, I’m not going to read them in their entirety, but what I do think is important is to start with the Institute of Directors, who said in their summary that director safety is a principle consideration for the institute, and they have heard, and now document, too many stories where directors’ physical and mental welfare has been threatened over a long period because of the Companies Act 1993 requirement to supply to the Registrar of Companies their residential address and to publish them.

Now, this was the issue of highest concern to the directors in the 2023 ASB Institute of Directors Director Sentiment Survey, and as part of their submission—and I’m not going to read them out but they are available, and they are very much worth reading—there is an appendix full of submissions from members that go into, in some detail, some of the fear, anxiety, and stress that has been caused to company directors because their residential addresses have been available to people, and those people have acted badly and intimidated them in their homes. That is not right, and this bill will address that.

One of the other submissions—and Deborah Russell mentioned this in her introduction to the bill; the issues associated with this community being targeted at times by groups—was from InsideOUT Kōaro. This is not a long submission, so I will read it in its entirety: “We strongly support this change to better protect company directors. There is a growing climate of hate, doxing and violence particularly towards minority communities, such as the rainbow communities which we represent in Aotearoa at the moment. Our staff have previously had experiences of being followed, having photos taken of them and their cars, threatening phone calls, hateful emails … and a number have had their details removed from the electoral role. Directors are often a target for hate and having the option to protect their privacy and safety, especially in their home is extremely important.”

The other two submissions that I want to mention—and I’m not going to read from them, but I did want to acknowledge them. The first submission is from Te Hunga Rōia Māori o Aotearoa, the Māori Law Society, which supports the steps taken in this bill, but also highlights some other areas of specific consideration, particularly around trusts, that they think should be addressed. The final one I want to finish on is a submission from the New Zealand Police supporting the bill to, in essence, enable the safety and protection of our communities.

Now, that’s a pretty a big role-call of pretty important organisations and Government agencies supporting the bill. I think, for that reason, we should not stand in way of this bill progressing. It was slightly confusing to hear a New Zealand First member tell us to “wait for soon”, so slogans from that side of the House are not great this week. On behalf of my colleagues at EDSI, I’d like to thank them for listening through the submissions as well. I’d like to thank all those who submitted on the bill, and also Sarah Pallett and Deborah Russell, who brought this bill to the House. I commend this bill and hope to see it progress.

I do rise to support this bill. As we’ve heard, this is far from a perfect bill, but we are supporting it.

It’s definitely not a comprehensive solution to what is a very serious problem. Of course, it can come to that kind of tension between safety but also for the transparency that we require in our capital markets. What do I mean? We do need to move to enhance privacy for directors, but we do need to make sure that we don’t compromise essential transparency. The Minister earlier also mentioned the need to make sure that we can have clear identification of directors. That is very important. As has been mentioned, there’s going to be a more comprehensive solution coming. The Companies Act is 30 years old and it has a long way to go to be modernised and digitised.

What’s often lost in these discussions, of course, is that directors don’t need to be directors of big companies; these are your mum and dad directors who have small businesses, whether it be the local cafe, whether it be a construction company. It is their home addresses which are being published on the Companies Register, and, of course, “It’s not just a house; it’s a home.” I do have to admit that I never thought I’d quote The Castle in this House, but I just have. Of course, when it comes to homes, there’s young families often involved, as well. I think members of this House probably know what it’s like to have their security threatened when families are involved. That is a serious matter, so it is important.

Of course, there has been other great news for businesses today. The OCR has been cut by 50 basis points. That’s going to make interest rates go down, and that’s going to help small businesses. We do need more businesses to help the country grow, because we are going for growth. It is very important. Of course, that then leads to more employment. We on this side of the House want more directors, more businesses because that’s very, very important.

I know, Mr Speaker, you’re looking at me and telling me to get back to the bill. That is important, but, of course, this bill is dealing with those important ramifications: cases of stalking—once again, this Government is moving legislation to crack down on that sort of behaviour—harassment, and, of course, there’s many other things that fit into that sort of space, which is really unpleasant for people.

We have seen, in other jurisdictions, senior managers of various companies gunned down and all sorts of crimes committed against people by members of society who have maybe a disagreement with the way a business has been run, so it is very important that we are putting this band-aid in place, because, of course, we don’t want anything like that to happen in New Zealand. Hence, we are supporting this band-aid before a more comprehensive reform is made, but we have heard that is soon, so we are looking forward to that.

Of course, we have heard that this is a no-brainer, but there is a reason why directors’ addresses have been included; it’s to stop things like the phoenixing of companies, where people might be trying to hide from creditors, and other things, and when there are debts, that means other small businesses go without pay and that leads to some other problems. While we are supporting this bill, we realise there are many holes in it, there are many gaps, and it is not, by far, a perfect solution.

I do just want to thank the Economic Development, Science and Innovation Committee for hearing submissions on it. At that time, I wasn’t a member of that committee; I now am a member of that select committee, so I do look forward to working with all those on the committee as we look at some of the bills going forward. I know they’ve put a lot of work in. There’s been a lot of good recommendations come to the House from that select committee. I do just want to acknowledge all the work that they have put in. Therefore, I commend this bill to the House.

A five-minute split call—Arena Williams.

Thank you, Mr Speaker. It’s a pleasure to take a short call on the Companies (Address Information) Amendment Bill.

This is a good bill. It saves a discrete problem from occurring and it’s something which, like many members’ bills in the House, has stimulated further Government work, and that’s a really good thing. It’s a great opportunity for lawmakers around New Zealand to get into the detail on something like the Companies Act before the Government commits to a bigger programme of work on this, and lets us flesh out, frankly, some of those principles that we will hold fast to when examining some of those bigger issues—bigger issues, like when we would give directors of companies certain protections that other people who haven’t constituted a company do not get.

Obviously, directors of companies get all sorts of special protections. They can avoid liabilities that are incurred in their business when they wind up their businesses, because we say that that’s a really good way to organise our economy. It’s a good way to ring-fence certain types of business activities under the Companies Act into its own legal personality, but we also say that you need to be able to track and understand who are the people behind these companies who are making the decisions, to make sure that when things go wrong, or when things go very right, the people who have been attributed to the decision making of a company can be publicly found. It’s important for things like services, service of court documents, or official proceedings to have an address where people can get in touch with directors.

That balance is really important, but this bill makes a discrete change which gets that balance a bit better, because there is a real and legitimate need to protect people who for some reason feel that their safety is compromised if an address is up on the Companies Register. I would point out that there’s at the moment heavy-duty corporate structuring that will allow many people to avoid having their personal and home addresses on the Companies Register. That’s available to directors at the moment if they, say, have an arrangement with a lawyer or an accountant to receive their official documents or to have another sort of entity that is not required to display its company information acting as a shareholder on their behalf in companies which are required to have official address information.

There are ways to get around this, but not for some directors—not for the small business directors who are running a one-man-band coffee shop, not for the small builders who are employing one guy in a contracting scenario. These are really important directors who we say should be able to enjoy the protections of the corporate veil and should also be able to carry on business in this way by using a company structure. They shouldn’t, if they are facing some sort of threat to their safety, have to put themselves at risk, so this is a discreet way of changing the balance there to be more in their favour, and I think it’s a good one.

I also just wanted to raise this point about the need for further work on identifying directors that the Minister has pointed to. That seems to be a really useful thing, and there’s lots of good opportunity to work through what that would mean. He gave the example of hundreds and hundreds of examples of John Smith coming up on the register and many of those being different people, but many of those being the same person. I found, very quickly, that when I searched for “Bayly, Andrew” in the directors section of the Companies Office, there were 82 results, many of them at the same address and many of them at different addresses. It does confirm that there is this need for people to be able to rely on the information that is on the companies’ directors information held by the Companies Office, and that would point to a further need to delineate between who’s who and who’s making what decisions in what company. That seems like a good thing.

Finally, I just want to really acknowledge Sarah Pallett, whose name this member’s bill was first in. This is a lawmaking process where it has identified gaps, and we’re used to this in this House. The honourable Todd Muller had a good wee bill on sunscreen that had a larger piece of legislation coming after it from a Labour health Minister that would have addressed all of the concerns that he had raised, and yet the Labour Government supported that bill because it was a small discrete change that was helpful and useful and could support further legislation coming later. It also gave Parliament the opportunity to really home in and understand what it was doing around this particular change that wouldn’t have got as much attention later. This is a great way of making this law. It means a lot to the people who have submitted on it and to many, many directors around the country. I commend not only the Minister for supporting it, but those members who have shepherded it through, like the Hon Dr Deborah Russell too.

I te reo Māori mō te nuinga o te wā. Koirā te hiahia nā te mea he whānui te kōrero e pā ana ki ngā taipitopito o tēnei pire nā reira he pai ake ākene pea te kōrero me te whakarongo i te reo taketake nā te mea kia rere ai te reo ki tēnei Whare kia tau te wairua. Koira tōku wheako.

Ā, ko te take matua o tēnei pire, ko te pire e whakatakoto ana i te whakahounga o te Ture Kamupene kotahi mano iwa rau iwa tekau mā toru, hei tiaki i ngā kaiwhakahaere kamupene me ō rātau hoanoho i ngā raru e pā ana ki te pānui māmā o ā rātau wāhi noho. Ahakoa ko te tino kaupapa he whakapiki i te haumaru whaiaro, kāore e rongoā i ngā pānga katoa, ā, e hiahiatia ana te mātai i te painga o te mārama kamupene.

He aha ngā kaupapa matua o tēnei Pire? Tuatahi, whakawhitinga o te wāhanga rua rau kotahi rima e āhei ana te whakarerekē i te wāhi noho o te kaiwhakahaere ki te wāhi ratonga i roto i ngā rekoata tūmatanui i te mea e tutuki ana ngā paerewa o wāhanga toru rau ono tekau section d. Wāhanga hou o tērā wāhi e taea e ngā kaiwhakahaere te whakarite i tā rātau wāhi noho ki te wāhi ratonga mā te tukanga e tonoa ai te tono whaiaro e kākahu ai te riki mō te tuari te wāhi rerekē me te utu e pā ana hoki ki ngā kamupene maha. Ko te pire hoki e whakauru ana i te utu kua whakaritea. Ko te rautaki nei e whai ana ki te whakapiki i te tūmataiti engari pea ka kākahu i ngā mātāpono nui o te mārama kamupene me te kawenga mō ētahi, ā, e kākahu tonu ana ētahi i tā rātau wāhi noho.

Ngā karere matua o tēnei pire. Tēnei pire, tuatahi, he mea tautoko mātau ki tēnei pire, engari ko te pire he tino arotahi ki te whakatika i ngā raru haumaru motuhake anake, kāore e pā ana ki ngā raruraru nui pēnei i te tūmataiti mō ngā kaiwhakahaere me ngā kaiwhiwhi rangatira me te raru pea o te taha tāke, taha rākau me te pēnā, ā, ngā kōrero mutunga i te reo Māori, kāore hoki e tautoko i ngā raru ki te takahi anake i ngā kaiwhakahaere paerewa o te pire katoa ki te kahua rōpū.

[I will speak Māori for most of the time. That is the aspiration because there is much breadth in the details of this bill, so it may be better to speak and listen in the indigenous language because when we use te reo in this House, there is a calm spirit. That is my experience.

The main purpose of this bill, which sets out amendments to the Companies Act 1993, is to protect company directors and their partners from issues arising from easy access to their home addresses. While the underlying purpose is to improve personal safety, it does not address all aspects of this, and it is important to consider the benefits of commercial transparency.

What are the main themes of this bill? First, it seeks to transfer section 215 to enable changes in the address of the director to the service address in public records because this fulfils the standards of section 360(d). There is a new section in this part that allows directors to nominate the service address as their home address through a process that enables a privacy request to conceal the listing and provide an alternative address, through a charge that would apply to many companies. The bill also introduces this charge. This approach is intended to increase privacy, but it may also conceal the principles of commercial transparency and the duties on some by concealing their home address.

Those are the key messages of this bill. We support this bill, but the bill is very narrowly focused on addressing issues only related to personal safety. It does not address some major concerns about the privacy of directors and shareholders and issues relating to tax matters, forestry, and the like, and, in my final comments in Māori, it does not support the issues related to breaches of director standards across the whole bill.]

In my remaining time, I just want to return to the member from Whanganui’s comments, first of all, about his intention through the members’ bills to see the ability for statutory declarations to be expanded to include chartered accountants. That brings me great delight. I’m a chartered accountant and I have long wanted to be able to authorise statutory declarations, and I can’t express to you fully te tino harikoa o tōku wairua ki tērā moemoeā. [how truly happy my spirit is in terms of that aspiration.] I understand that there are six accountants in this House?

💬 Carl Bates: Correct.

And they are all in which party?

💬 Carl Bates: Chartered accountants.

On this side of the House—chartered accountants on this side of the House.

💬 Mariameno Kapa-Kingi: It’s concerning.

It is concerning, isn’t it? I might say something, all right?

💬 Carl Bates: All on these benches.

All on these—because we’re the Treasury benches. The second thing I wanted to say—

ASSISTANT SPEAKER (Greg O’Connor): I hope the member is aware of the rules around irony.

I also wanted to say that I am looking forward to reading the good member’s book. I have been looking forward to some compelling reading, and as compelling as I have found this bill and as clear as our understanding has been made of it and as much as we are looking forward to reading the good Minister’s more complete investigation into this said topic, I doubt that anything that that Minister or any other Minister writes in this House could compare to the compelling literary genius of my good member from Whanganui. I commend this bill to the House.

I was going to remonstrate with the member for reading his speech, but he has redeemed himself in the last minute.

Thank you, Mr Speaker. I first want to start my speech with a shout-out to Sarah Pallett. She came to this Parliament with me in the last term, and I am just thrilled that her bill looks like it’s got the support of most of the House tonight. I’d like to thank Dr Deborah Russell for shepherding this through. I totally take heart at the Minister’s suggestion that he’ll be improving this bill and broadening its appeal, and at his look into the issue of phoenix companies and other related issues.

I just wanted to take a little bit of a different angle here, and that really is the issue of the change over time. Before I was practising law, I was a search clerk; it was one of the jobs that paid the rent. We would actually go to a building and we would take down the file, and we would find documents like that. When people initially were making these rules, it was a very different thing, getting someone’s address. Actually, we were there in a semi-professional—as professional as a baby junior search clerk can be—capacity, going back to our firms. It wasn’t an everyone-can-find-it-in-two-seconds scenario.

I also just wanted to broaden this to perhaps it’s time that we looked at the access to people’s information of this kind more broadly and did a bit of a search, because this is identified an issue that is in the companies area. I think that’s really important and it’s good, and absolutely what’s been done in scope has also included our shareholders.

I take the point that’s been made by every side of this House: this is an issue over safety, and it’s an incredibly important thing that we make sure we protect the safety of people. I’ve had this experience myself in my professional life, where it was actually my husband dropping my name in one of his cases. He was a family lawyer, and they tend to get targeted a little bit. I ended up having to have my office closed down, which was interesting and seemed like a melodramatic thing at the time, but it was necessary. The person involved had been to prison and he was stalking my family, and it was actually a really terrifying experience at the time. It was one of those things where the more information that somebody can get in those circumstances, and the quicker they can do it, the easier we make the pathway through.

One of the things I thought about this bill that’s before us tonight is that it actually just also sends a signal to people that this information is private, that it’s important that we protect that and that we see the value of it. That’s really important. When I was dealing with the police, on this occasion with this particular person, it was actually quite hard to get traction that this was serious—and it was very serious, and it proved to be. I think it’s incredibly important that we review our laws. Times have changed. This has highlighted that issue over the privacy of information. I absolutely take the point that we need to make sure that people who register a company are accountable—that’s incredibly important to me. I take that point. I think we do need a better system than we’ve got.

This is a very good start, and I’d just like to thank, once again, Sarah Pallett for bringing this bill into the House at the beginning. I do know that she had a very strong interest in the vulnerability of women. I take the points made in this House tonight, and I know that she’ll be listening and she’ll be proud of the fact that we’ve got the message.

💬 Hon Dr Deborah Russell: Yeah, she is listening.

Kia kaha. Kia ora

Thank you, Mr Speaker. It’s a real pleasure to be the final speaker in this second reading of the Companies (Address Information) Amendment Bill. This bill, as has been well traversed, is widely accepted as being very important for safety.

Just to sum up some of the issues that people have raised in regards to stalking—and we just heard from a member across the aisle her personal story of being stalked and having this information used in this way—during the process through the select committee, we also we also heard other stories, compelling stories, from people about being stalked and the impact that this has had. When it comes down to safety, this is something—although we do have something else on the horizon, as the honourable Minister mentioned—that should address this issue more fulsomely and also other issues around company directors. It’s still a matter of safety. If we can bring something in, in the meantime, then we should do that.

Others have spoken about the fact that this is an issue that particularly affects women and women in directorships. It is something that, when I became a director and was going through the Institute of Directors training and was diligently reading the Companies Act and all of these things and realising that all of my information was so available, was quite an eye opener. It did make me think, “Gosh, had I known about that, would I have been so comfortable taking up that position in the first place?” But there I already was, a company director, so it was kind of happening as you go. Mariameno mentioned that it’s sometimes the feeling—Kapa-Kingi, sorry; I should have said that. She mentioned the fact that it is the feeling that it brings, that feeling of safety and wanting to protect those in your home and wanting to protect your whānau. It’s a really important thing, because I think that is something that potentially women feel as much, if not more, that they hold that, and that is something that is taken into consideration.

As people are thinking about making a new business and how they’re going to structure that, there are reasons why a company structure might be more useful, and it might protect certain elements and structures in the way that they do that, and people may limit themselves if they don’t set up a company. We want to see more people get into business, building up businesses, and developing new ideas, and when you’re developing a new idea, in all sorts of industries, you can relatively easily form a company. But, as has been explained, it’s those smaller businesses that don’t have the protections of being able to put their information into a subsidiary or another kind of entity that can protect their personal information being so easily found.

I thought it was a really good story that Helen White—sorry, I was about to call you Dr Helen White and just added it in there. You talked about the fact that, when you were starting your first job, you were having to go along to the actual physical location and look things up. In 1993, when the Companies Act was last brought in, that would have been the typical way that people did things. In 1993, well, Carl Bates talked about him being at intermediate school, or primary school, then. It was the centenary of the suffrage movement in 1993. I remember exactly that that was my fourth-form year. We certainly didn’t have the internet and didn’t have any idea of what that would really be. The Companies Act and all of these things came into effect just about the time that the internet was developing.

When we are building in our new legislation, as we bring through the new companies amendment bills and reviews, we’re going to have to think ahead as much as we can to try and protect against technological change, because technological change happens so rapidly, so fast, that we are not able to imagine sometimes what that might look like. When we do bring this through the House, I hope that we have a really good and robust discussion about all the potential implications and things so that we might be able to potentially see the pitfalls going forward. This bill does allow directors to be able to substitute their residential addresses for an address for service for public records or an alternative address, which is a useful thing to be able to do.

Going through the process in Economic Development, Science and Innovation Committee, we did make a couple of amendments that have been included, which is useful. As we’ve talked about, there are some limitations of this bill. The narrow focus of it—it is important for a member’s bill to have a narrow focus. People at home might be wondering, “Well, if you’re all saying this is so narrow, why didn’t you just broaden that during this process?” Members here know that that’s not how it works. When there is a scope of a bill that’s agreed to, then we need to stick within that scope, and then we have to make sure that it is kept to that very narrow focus. Whilst we have sort of criticised that narrow focus and said that we are going to go on and do a more broad approach, especially for being able to identify the shareholders and directors, for example, with a director identifying number, it’s still important that we’ve kept the bill as it is. It maintains its scope to be really narrowly focused within its confines so that it’s just in the situation of safety.

It doesn’t broadly address all of the issues and concerns that some of the submitters brought up, as others have mentioned. Many submitters talked about the fact that the broader privacy is a concern, and while we understand and agree with those issues, we are just going to be waiting for those new, better solutions that are on the horizon. The Minister spoke a little bit more about what that approach is going to be. As we acknowledge, that’s a 30-year-old bill. There’s a lot of technical elements that are included in that and need to be brought forward, and it is coming soon. He promises me it’s coming soon. But I think the wisdom of the Hon Dr Deborah Russell in insisting that this comes through at this time is probably quite true.

While this Companies (Address Information) Amendment Bill is a positive step forward and we are putting a plaster on it, we will be working further, and in more depth, to be able to create a more comprehensive programme. I acknowledge and thank the Hon Dr Deborah Russell for sitting with us through the process in the Economic Development, Science and Innovation Committee. I also just wish to thank the other members of the select committee—most of whom are here now, including Dan Bidois, who is no longer with us on that committee. I just acknowledge Dr Parmjeet Parmar for her chairing of us through that process. Whilst I think that there’s more work to be done, I’m really looking forward to the further discussions on that.

If we put it into the context of other things—if you’ll allow me, Mr Speaker—having this discussion at this time was really useful because it highlighted the issue with stalking. It meant that we were bringing this up and talking about it, and now we have a bill before the House to make stalking a crime—it is still unbelievable to most people that it wasn’t.

In coming to a close, this is very much a band-aid solution for the time. We have acknowledged that there’s further work to be done, and the broader implications of the identity and privacy and all of those issues that need to be brought forward will be done in a more fulsome way through the review of the Companies Act itself. That is a process that is worthy of taking the time and working through. With the importance of safety and making sure that we really take a stand on issues that are important, particularly for women, then it is with great pleasure that I commend this bill to the House.