Companies (Directors’ Duties) Amendment Bill

Members, the House is in committee on the Companies (Directors’ Duties) Amendment Bill. We come first to clause 1, this is the debate on the title. The question is that clause 1 stand part.

Thank you, Madam Chair. I’d just like to make a few brief comments on this committee stage of this member’s bill, the Companies (Directors’ Duties) Amendment Bill. Just to acknowledge a few people that got this bill to where it is today: the original mover of the bill, Duncan Webb; Rachel Brooking, who had custody of this bill for a short period of time before entering the ministry; and also the Economic Development, Science and Innovation Committee, who worked very hard on this bill—and I want to acknowledge the work that they did and also the submissions that they heard, which led to some substantial changes to the bill that members would have seen and that we debated in the second reading.

Members will see that there is a Supplementary Order Paper in my name on this bill that just clarifies the matters that may be considered along with the very short bill that this is. So I’m happy to take any questions that members may have about the bill which, as members will be able to see, will be a very brief one—but I think an important one in terms of clarifying that directors are able to take into account other matters apart from profit in their duties. Members may ask what the purpose of this bill is, and I would say the purpose is in the very first three words: “To avoid doubt”. So I look forward to answering any questions members may have.

Thank you, Madam Chair. Just to be clear, we are debating the title, clause 1. Can I ask the member, why on earth did we call it the Companies (Directors’ Duties) Amendment Bill? Because with the Supplementary Order Paper (SOP) that’s been proposed by the member, which changes the purpose and the requirement on the directors away from a requirement because it talks about “may”, and so let me just be clear about what her Supplementary Order Paper 396 says—I’m just going to read it in the proper context of what’s written here: “To avoid doubt, in considering the best interests … [that] a director may consider matters other than the maximisation of profit.” That means it’s not a duty, it’s not an obligation, and therefore the heading is totally inappropriate, because it doesn’t talk about a duty. It may have when the bill was first introduced by the Hon Dr Webb, but, of course, now we’ve ended up with a virtue-signalling bill that talks about an intention or a consideration that a director may have regard for, and therefore it’s not a duty as the title specifies. So I would love to know why the member didn’t put up an SOP to change the title.

I move that all provisions be taken as one question.

Leave is sought for that purpose. Is there any objection? There is none. In that case, I will re-put the question. The question is that clauses 1 to 4 stand part.

Clauses 1 to 4