Companies (Address Information) Amendment Bill

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

I wish to begin my speech this evening, on the third reading of this bill, by thanking two of my colleagues—one former; one current—for their work on this issue too. The bill was initially Sarah Pallett’s bill, who was the MP for Ilam in the last term of Parliament. Sarah had put the bill in the ballot, and after the 2023 election, I took the bill on under my name, in the ballot. When it was drawn, it was as much Sarah’s bill as mine. The other person, who is a current MP, who I would like to thank is Laura McClure from the ACT Party. She was working on a similar issue and, I think, even had a somewhat similar, though not completely the same, bill in the ballot. My one got drawn first, and, of course, she has been very supportive of it throughout. I’d very much like to acknowledge her input into this issue, too.

What does this bill do? It’s actually quite a simple and straightforward thing that it does, in some ways. What it does is it enables people, where they feel that they are under some form of threat or could suffer some form of harm—it enables people who are directors of companies to have their name removed from the register of companies in the Companies Office. The purpose that serves is quite straightforward. Look, at present, company directors are required to have their home address on their records in the Companies Office. What that means is that if you know someone’s name and you know they are a director of a company, then it is a matter of a simple Google search—a matter of seconds—to bring up their home address.

Back in the olden days, before the internet, before the Companies Office records were all put online, if a person wanted to find out a company director’s home address, they had to physically travel to the Companies Office and actually physically look up the records. There was a bit of a barrier there, so you’d have to be pretty serious about doing it. Then, of course, your face would be in front of the Companies Office; people might remember who you are. Today, an anonymous Google search does the trick.

What that has done is it has led to some very real problems for people who have been stalked and harassed because someone wishing them ill has been able to find their home address through the Companies Office. We need to change that. What this bill does is it changes it. What it means is that a director can go to the Companies Office, sign a statutory declaration, and ask for their name to be removed. That applies to directors, and, of course, to shareholders who are also directors; they can have that name removed from the shareholders records.

You might think this was a small issue, but in fact it was one that Sarah Pallett did pick up and talk about, and she told me the stories about it. There was one woman who wrote to her, or who contacted her, when she was an electorate MP. This woman was a clinical psychologist. She was, obviously, working with some people who had some particular issues going on. She was at risk of being stalked and was in some difficult situations because of the nature of her work. She ran her own small company. Because she was a director of that company, her home address was discoverable on the Companies Office records. It’s notable that the New Zealand College of Clinical Psychologists was one of the groups of people who put in a submission on this bill, in support of it.

I’m holding here a copy of the letter that Sarah sent to the then Minister, asking for this problem to be sorted out. That was in February 2022. In December 2022, Sarah wrote again to the Minister at the time, bringing to attention a case where—well, she says, “One of the women who initially contacted me in January, relating to threats to her physical safety from a man who has historically victimised her through domestic assault, stalking, embezzlement, identity theft, and fraud, has continued to be at risk because of the state of the legislation.” That man was able to stalk this woman. That is quite frightening.

I want to thank here another person who made a submission on this bill, a person who I sat down and talked with. We met in Auckland and had a long talk about the issues behind this bill. That’s Susan Templeton, who, as a founding director and sole shareholder of her company, had her address on the Companies Office register. She had gotten a text on her cellphone from someone who didn’t identify himself. But then it became very apparent that person knew where she lived, and it was a whole lot of stalking going on. Her story goes on: this person had found her residential address; “I soon noticed that on my morning walks, a car would pull up behind me very slowly on the street, and when I turned to look, they would speed off so fast. I never caught the licence number.” It just goes on and on; the story goes on. She managed to find out the licence plate number, because this happened repeatedly, made a report, and it was the person who had been stalking her. He had found her because her address was available. This is a very real problem that needed to be addressed.

This bill does offer a solution of sorts, and I will speak about that in a moment, but what I want to point out in the meantime is that it isn’t just these stories of individual women—important stories. In terms of the submissions we received, we had a whole lot of submissions from pretty important entities in support of this bill—not only in support of it; actually urging us to go further. We had submissions from the New Zealand Superannuation Fund, from the Restaurant Association, from Retail New Zealand, from Russell McVeagh, from Business New Zealand, from IAG, and from the Institute of Directors, who all thought the bill was a good step and who all urged us to go further. The particular step further, of course, would be to have shareholders be able to do this as well, not just shareholders who are also directors. I think there was a great deal of support for this bill. I thank those people for their submissions.

The other person I wish to thank at this time is Roger Wallis of Chapman Tripp, one of the partners there in corporate law, who wrote to me a number of times about the bill, actually, in his inimitable way, urging me to go further, saying, “You’re doing a good thing, but goodness! It’s got to be better.” OK, I didn’t quite get it there, Roger, but we did the best we could.

This bill has had a very long gestation to get to this stage. It was actually drawn from the ballot on 15 February 2024. As I said—I think, in the committee stage reading—that was back when I had red hair. A few things have changed since then. The first reading was on 20 March 2024. Then we had the whole select committee process. I would like to thank the chair of the Economic Development, Science and Innovation Committee, Parmjeet Parmar, and the members of that committee for their assiduous work on this bill. I see Vanessa Weenink smiling, there. She was the deputy chair—

Arena Williams: Hard-working member.

Hon Dr DEBORAH RUSSELL: —and did a lot of hard work on this bill, as well. Thank you for your contributions, Vanessa.

The bill came out of select committee—a reasonable process—and then I delayed the second reading for a little bit of time. Look, the reason for the delay was that as soon as this bill was drawn from the ballot, the Minister at the time contacted me and said, “Oh, we don’t need this bill. I’ve got a companies amendment bill coming, which will offer a better solution.” Indeed, the Minister does have a better solution coming. But that better solution—it was promised it would be into the House before the end of last year. It wasn’t, so we had the second reading.

Then a few more months went by. At that stage, we had the committee stage. I’d like to thank particularly the members of the Opposition for their assiduous work on the committee stage of this bill. Then I said to the Minister that, yes, I would delay this third reading. If he got his bill into the House before the end of the year, then I would withdraw my bill. His bill is not in the House. This is likely the last members’ day of the year, so that is why I have brought this bill back now.

I would like to thank everyone who has worked on this bill. I would like to thank people across the House for their support on this bill. I would like to thank Sarah Pallett and Susan Templeton and Laura McClure. Thank you to everyone who has helped to get this bill to this stage.

The question is that the motion be agreed to.

Thank you, Madam Speaker. It is a great pleasure to speak in support of the Companies (Address Information) Amendment Bill in its third reading. As Dr Deborah Russell has pointed out, it has been a long time getting through the House. In many ways, I can see now the wisdom of Dr Deborah Russell in saying that, yes, we’ll wait and see if this new companies bill actually gets brought to the House, because we were promised many times that it was coming. It is a huge piece of work, and I just acknowledge that the officials are not just twiddling their thumbs. There’s a lot of incredible detail to be worked through in that. However, in working through this bill we are putting a stop-gap measure in place for something that is a real-world problem.

As has been pointed out, there have been cases of stalking where people’s information is being discovered through this method, and many are already not using their home address anyway because of that fear. However, when we went through the select committee process, one of the things that we considered was whether or not it could be something where we could change the scope of the bill to make it wider for including shareholders or to make it so that nobody has to have their home address included, or whether there could be another process that didn’t need to be so prescriptive. For many of the submitters, as has been pointed out, this is just a small step, and it doesn’t go far enough in terms of protecting people’s privacy.

Through the select committee process, we did have some excellent submissions, and for me one that really stood out was from the Institute of Directors. They really encouraged us to look further, both with the shareholder aspect and also the aspect of identification, because of the fact that they had had such strong feedback from their directors that one of the key issues of safety and concern for directors in this country is the fact that their personal information is so easily discoverable.

There was also the concern that, potentially, this factor could be one that holds women back from wanting to participate and wanting to become directors. There’s enough of a potential risk in terms of the financial and fiduciary kind of responsibilities that come with being a director, but the actual personal risk to oneself that could be part of this is another factor that was raised. We want to increase and promote women’s participation in governance roles and not have anything that distracts from it.

As Dr Deborah Russell pointed out, the changes to the Companies Act that are, hopefully, coming will potentially allow for—and the reason we have an address is so that we can definitely define and identify a director. We need to know that of the pages and pages of John Smiths, which particular John Smith this is, and an address is one way of confirming that identity. To have a director’s personal identification number, a system of being able to have a director be identifiable across all of the entities that they are part of, would be an important step to having an assurance about identity. It would also have the extra benefit of preventing a phenomenon we see—phoenixing of companies, where a director will close off one business and—the next day, almost—start up a new business in a similar industry and therefore dodge some requirements of legal jeopardy that they may have.

This is a very small step, and because it’s a member’s bill, it’s very narrow, and we did interrogate this very, very closely during the committee stage, and I must say it was a very generous question and answer response from the member in the chair. It’s also probably one of the most fun nights that we’ve had in the House on this side. It was a bit of a record for a member’s bill; I think it was nearly four hours in the committee stage. It was well interrogated. It was incredibly detailed and it was well gone through.

We did have a lot of excellent discussion through the Economic Development, Science and Innovation Committee, and I really enjoyed the discussion we had, because we did have such a great array of submissions that were able to get into the detail of the legislation, and then we were able to make some very sensible minor tweaks. We did improve it through that process, and it was a very cross-party and agreeable way of working. Because it was one of the earlier bills that came to our committee, it really helped to build that camaraderie among those committee members. I really appreciated having Dr Deborah Russell with us for that time, and I thank her for that.

I also just want to quickly thank the officials who were there to support us all the way through, and also those submitters that came. It has been one of those things that has been delayed along the way, and I appreciate the member taking that time and being quite generous about that and being very collegial about it. But in the end, she was right, and much as the Minister might like the idea of things getting in, he’s not the only one that has legislation that needs to get through, and these things sometimes don’t work out quite the way that people predict. In the end, I think the member is absolutely right—this needs to be done—and also I would note that we had a year to get this done and sorted before any changes have to come into place from this legislation. Let’s use that to encourage the Parliament to get the Companies Act work finished so that we don’t have to double-do them. In closing, I commend the bill to the House.

Thank you, Madam Speaker. We’re supporting this bill. I want to acknowledge the Hon Deborah Russell for being so constructive throughout these debates, despite what I just heard—a very “most fun four hours of committee of the whole House” debate. I actually do question about the kind of description of these processes as just kind of things that we should laugh at or boast about the length, when this is a bill that clearly is gathering crossparty support and the time that we use on it should genuinely be, if people are not opposing it, to actually examine it thoroughly.

I do want to acknowledge the member who the member holding the bill acknowledged: Sarah Pallett. I had the privilege of working with her in the last term, and so it’s really good to see that a former member’s work has been carried through to the third reading. That’s really good to see.

There’s a lot of ways that we need to be holding companies’ directors that act unethically to account, but having mechanisms in place that risk people’s privacy being undermined is not a useful method to hold company directors to account. The member in charge of the bill used a really good example in that regard, in that we got clinical psychologists whose privacy could be compromised as a result of the current provisions. I think in a health system where so much of our health—primary health services, particularly—are still held within the private sector, we’ve got to acknowledge that we’ve got people who would be deemed companies’ directors who are providing really critical services to our communities, whose privacy is currently being put at risk.

We’ve been supporting this bill since the first reading, and we acknowledge the work of the Economic Development, Science and Innovation Committee to explore the scope of the bill and include shareholders within the bill. I think the challenge now from the Government will be—and I noted the comments that the National member made in relationship to phoenixing—to turn its eyes to addressing those very same issues. It’s a really serious issue. As the immigration spokesperson for the Greens, I know that phoenixing is a very unfortunate and common practice, and there are businesses that are often exploitative, and so I encourage the Government—and their acknowledgement of these issues—to turn their focus to tackling these exploitative practices. We look forward to members’ bills continuing to be a constructive place for cross-party work and for those processes to be treated seriously, and so we commend this bill to the House.

Thank you, Madam Speaker. Look, it gives me great pleasure to rise on behalf of ACT and speak on the Companies (Address Information) Amendment Bill. I just want to acknowledge the member in charge, Dr Deborah Russell, and I wanted to thank her for her very kind comments about my colleague Laura McClure. I know Laura would have loved to have been here and spoken on the bill, but she had to go down to the Canterbury show, which is obviously a very important fixture. I think, as Dr Deborah Russell acknowledged, this was popped back on the Order Paper this morning, which was great, and I want to talk about that in a moment, because I think it’s tactically very smart; otherwise, Laura McClure would have been here speaking. But you’re going to get me instead.

I know the other thing Laura would like to just acknowledge, too, is that it’s been a very constructive process, working with Dr Deborah Russell. I think she found it very easy to engage and give her feedback. Again, this is an idea that ACT has long had, and, again, I’m sure Dr Russell wouldn’t mind me saying that also Brooke van Velden in the last Parliament championed these ideas, because we do think that privacy in this area is important.

One of my favourite sayings is “A good plan violently executed today is better than a perfect plan executed tomorrow.”, and I think bringing this bill back on and getting it read tonight and getting it in place leads up to and really exemplifies that kind of saying. I think it’s really good that you have decided to get it on.

This is, as Dr Russell said, will be likely the last members’ day of the year, so let’s get this bill passed, because it is an important piece of legislation. It has had a long process through the House—yes, some people have commented on the committee of the whole House stage, but sometimes Government members need to get their own back on the Opposition, who put us through that time and time again and again. I think Dr Russell took it in good humour and answered all the questions, and I don’t think that members of this House, or the New Zealand public, could say that it wasn’t well interrogated in the committee of the whole House. It was very well interrogated at the committee of the whole House.

Look, ACT has long acknowledged that the idea behind this bill is really, really important. It’s about protecting people’s privacy and safety when they are a company director, and privacy does matter. We live in, really, an age where lots of information is available at people’s fingertips. Dr Russell has already talked about Google searches, but there’s just a wealth of information about everyday New Zealanders out there on the internet, in the cloud—whatever the cloud is—and I think this is very important, that we start to think about these issues in a modern context.

We, again, admit that being a company director, a shareholder, and actually having a company structure is a privilege, because it is a special type of legal entity which gives a business a special—well, it gives it its own personality and legal protections. That is something that is both very important but also needs to be respected. We do know that people do have the right to understand who is running a company, who its shareholders are, who its directors are, but we don’t think having personal, home address details necessarily prohibits that information being available. This bill really does ensure that people can still operate as directors. We’ve obviously talked tonight about ensuring that particularly women and other people who might feel vulnerable having their home address information published can have that protected, but it does it in a way that ensures that there is contact information available for that company still having to be provided. We think it really does strike that balance about ensuring transparency.

Again, some comments have been made tonight about ideas around directors’ IDs, which they do have in Australia, for example. Again, that might be some of the work that the Minister is bringing forward in his yet-to-be-revealed bill. Again, Dr Russell, you shouldn’t feel special—I haven’t seen the Minister’s work yet either, so it might be a pleasant surprise for all of us. Hopefully, that will marry in with this bill, and, again, I think it does. I think it’s always good to keep pressure up on Ministers to make sure they do deliver on their work programmes, so I think this is a great way of doing this. I wouldn’t call it a criticism, but probably the one area where we might have differed with Dr Russell is the idea around actually having to do the statutory declaration, which, look, it is possible to be done, but it is still a bar to actually putting this in place. Again, we probably would not have had that, as long as some of the other mechanisms were met. But I do think this bill is a really, really sensible change.

It’s really great when a member can actually get something over the line with the support of MPs across the House and do something which is actually going to be practical and make a difference. I think that is really great. I think it’s also quite timely, again, when we get back to Government business either tomorrow or the next sitting, we’re going to be talking about stalking and harassment. Again, I know there’s a lot of support across this Parliament to actually get some proper laws in place in this area. I think it’s very important that we acknowledge that we do have an issue around stalking and harassment, and doing something, even as small as this might seem, to stop that opportunity occurring, I think, is really, really important.

As I’ve said, I want to commend the Minister. This bill does strike the right balance between protecting the privacy of directors but also ensuring that the public and people who interact with companies can still get the necessary information. I do commend this bill to the House.

Now, I understand New Zealand First are going to split this call?

Andy Foster: We are indeed. We were both prepared to speak, so we’re going to split it between us. We know that there is a desire, an unusual desire, to make sure that we use our allocated time.

I will call Andy Foster, then.

Thank you, Madam Speaker. Look, first of all, I want to start by congratulating the Hon Dr Deborah Russell for getting the bill and shepherding the bill through to this point in time. It was interesting to listen to the introduction and to hear the lengthy gestation that has been for this bill.

Now, New Zealand First is the only party in this House that actually opposed the bill at the first and second reading. I’ll come back to the reasons that we did that shortly, but I do want to say that as Ricardo Menéndez March said, we do consider it’s very important that the public, the shareholders, whoever it is that has an interest in the performance of the behaviour of companies are able to hold directors to account. The question is how that is done and whether that is done in a way which is safe, reasonable, and lawful.

At the first reading, I look back at the notes and what I said in the Hansard, and I talked about the Fair Go principle. Of course, Fair Go, in the days that it was around, used to, occasionally, turn up on the doorsteps of various companies and say, “Well, look, Mr Director, Madam Director, your company’s actually not behaving in a way which is fair, reasonable, equitable.”—whatever it might be—“We are trying to hold you to account.” Actually, there was some good value in doing that.

However, we are also very conscious, as we’ve heard in this debate already, that personal safety of those directors is a really, really important—trumping all other things—issue. Sadly, that is increasingly so. That’s a reflection, I hope, not on our society as a whole but on some members of our society who are willing to cross the line into a behaviour which is less than helpful. “I know where you live” should not be something which sounds and is threatening, and that is the issue which sits behind this bill.

Of course, as MPs, we’re very aware of this. We have the ability to have our names not on the electoral roll. We have the support of parliamentary security. We know that there is a potential issue for us, and if it’s a potential issue for us—of course, we saw our own party leader whose property was attacked not that long ago and had protests outside his property. Of course, there’s legislation around exactly that issue as well, again, protecting individuals, in this case parliamentarians. But it’s more than parliamentarians: there’s also other people who might have protests outside their houses. It is an important thing, which we are, as a Parliament, well aware of.

Our key issue was not about objection to directors having the right to safety. Our key issue, and it’s come through in the speeches which we made in the first and second readings, was around the expectation—I’ll talk about that now—that we would actually have another piece of legislation which will come up and actually deal with this issue in a comprehensive way.

I want to also pay tribute to Deborah Russell here for the way in which she’s handled this, because she has shown the willingness to say—and actually agreed with the Minister to say—“Look, if you bring your bill up, I’ll pull mine.” I think it’s a really, really responsible way of doing it. But the reality is—and we’ve also engaged: we actually specifically said, “Well, look, this is the position we’re in. We’ve not supported this bill because”—I talked to Minister Simpson—“we expect your bill to turn up. When’s it going to turn up? When’s it going to turn up? Is it going to turn up before Christmas?” Look, what we hear now, clearly, is it’s a much, much bigger bill. It’s a review of the Companies Act. That’s a really substantive piece of work. Clearly, it is not going to turn up in the time frame that we anticipated, that we hoped for, so as a consequence, we have changed our position and said that we will support the bill in its third reading, because we think that that is the right thing to do. The reason for our opposition, which was the expectation that there would be a much larger review of the Companies Act, is, clearly, not happening in a timely way, so we think it’s appropriate that we support this bill.

The final thing I want to say is it is really important that we do have mechanisms to hold directors to account, that there is still a way, in this bill, of getting in touch with those directors, and people being able to say, “Look, there are concerns which people have got with the directors or with the company’s behaviour.” We expect that the Ministers, eventually, will have something—which we’ve heard will be done in a more comprehensive and a better way of doing that—but for now, we think it’s appropriate that we pass this piece of legislation, and we will support it. I commend this bill to the House.

Thank you. I’m very happy to speak to the Companies (Address Information) Amendment Bill, which went through the Economic Development, Science and Innovation Committee that I was on. I’m also reminded of a time where I stood on a certain bridge in Italy after having avoided being pickpocketed and looking at all the wonderful businesses that were on that bridge to recognise that that bridge, and that place in Italy, was the birth of the limited liability company, which has been with us for a couple of centuries and a half.

I think we may have produced or gone a little further in some of the formations around what a director is involved in. I, myself, have been a director with responsibilities in an academic setting, many businesses, corporate, and social enterprises. I heard my colleague from the Green Party talk about some of the bad behaviours that are involved in being a director. I just want to give you a different view of that from being in that perspective. That is that—

Ricardo Menéndez March: Phoenixing is objectively bad.

Dr DAVID WILSON: Sorry, I missed that. That is that directors are responsible for an awful lot of responsibilities: health and safety, employees, and sometimes those employees—

Ricardo Menéndez March: Even the National Party said that phoenixing is bad.

Dr DAVID WILSON: —are a little bit aggrieved, such as my companion is right now.

Climate change, we heard in the Finance and Expenditure Committee this morning, is another large and onerous and possibly treacherous thing that can happen to directors, in terms of the fact that their responsibility for the decisions made by others may actually affect them and they can be facing large fines. There are a lot of responsibilities in being a director. To add harassment to that is actually not really fair, is it?

I think it’s wonderful that we’ve actually had a chance to review some of these things, especially in the context that we are waiting the never-ending wait, I see, for the Companies Act amendment bill to come forward to us. We’ll all look forward to that, because we have moved on from some of those early formations of businesses and companies. The modern-day ability to research a certain person’s address is alive and well and will go far past this particular aspect of trying to discover. We all know this; this is true. But it landed with me when I reflected on my own business coming to the House. The important Parliamentary Service’s people said to me, “Is your address discoverable?”—and perhaps brought home a little stronger just recently with our leader, the Hon Winston Peters, having a personal attack on his own house. Those kind of things are quite pertinent.

Yes, this bill is important for us. I think I would like to commend Dr Deborah Russell for her long suffering and forbearance in holding there, and holding to the will of what we needed to achieve in this bill and giving us the path towards the amendment, which is forthcoming, I am sure. Thank you, Madam Speaker.

Thank you. The Green Party—like the previous speaker, Ricardo Menéndez March, suggested—do support this bill, and I think, again, this is something that is important. There are concerns that my colleague has articulated, but I think from a privacy and safety perspective, we do believe the bill to be an important step towards protection of individuals who may be subjected to this. I think the bill itself does provide sufficient safeguard in there, in the purpose of that there needs to be genuine reason and declaration for the registrar to determine that there is a serious concern regarding the impact of the availability of the information on their personal safety. I think from that perspective, that has been well covered.

I do want to address one of the things that other members have mentioned quite a bit. This is a bill that has gone through select committee stage, and the member opposite has mentioned that it went through a four-hour committee stage. I just want to note the fact that this is a four-page bill that is done clause by clause; there are no parts to it. I do find it interesting that when we are looking at Government bills—and particularly bills where Ministers may potentially drop late-stage amendments on the committee during the committee of the whole House stage—to feel that it is OK for the Government members to shut down a committee stage debate or to seek a closure motion within a much shorter period.

I am heartened by the fact that the Government members are able to scrutinise a bill, and I will be holding the Government members to account at an hour-per-page standard for all future bills that come through this Parliament, whether it is a member’s bill or Government bill. I think anything else would be a complete mockery of our democratic processes. I think that is something that I am incredibly looking forward to.

With that, we support this bill to the House, and I look forward to the Government members’ contributions—

Tom Rutherford: Oh, you’ve got seven minutes.

Dr LAWRENCE XU-NAN: —in future. It’s not a 30-second speech though. I will look forward to the Government contributions for future committee stages. Like I said, I have a very process-based mind and I like rules and standards, so we’re going to be looking at one-hour-per-page of committee stage.

Excellent, Madam Speaker. I rise in support of the Companies (Address Information) Amendment Bill in the name of the Hon Dr Deborah Russell. I think this represents quite a necessary step towards balancing corporate accountability with the fundamental right of personal safety for those who serve as directors of companies here in New Zealand.

Currently, the Companies Act 1993 requires the residential addresses of company directors to be publicly available and easily accessible on the Companies Register. Of course, some of this legislation has been put forward before things like the internet were available, so it has meant that this is now very, very easily accessible. While corporate transparency is vital, this practice has created quite a bit of vulnerability for some people who are directors. Forcing the public disclosure of home addresses exposes directors and those living with them to significant harms, including stalking, harassment, and other acts of violence.

Of course, it’s not just for the directors; it’s also for the families. I think, living a bit in the public eye, as an MP with a young family, you do have to be mindful of the safety of your children and young family as well. Even with protests that may happen, they might not understand what’s really going on, but they can understand the uneasiness and threat that this can pose. It doesn’t actually take many people to cause harassment or stalking—it can be just one or two—but it can have a drastic effect, not only on the director of the company but also on their wider family that lives with them. During the select committee process, I do believe there was a lot of views sought on this, and it was widely accepted, and there were a lot of people saying that directors do really consider their privacy as important.

This bill really does address a specific, urgent gap in our current regime. Presently, only directors who have been issued a protection order under the Family Violence Act 2018 may apply to have their residential addresses suppressed, leaving many directors really facing threats unprotected. This will be a useful initiative, which I do believe is very widely supported. It will be quite a simple amendment to the Companies Act 1993, to safeguard directors and their families from the very real risks associated with public discourse. Of course, we’ve seen in other jurisdictions quite tragic outcomes when people have taken exception to company executives. We haven’t really witnessed that in New Zealand to the same degree—we have had, as we’ve heard, many cases of stalking, and probably many acts of violence—but it’s something that we need to bear in mind.

There was always a bit of to-ing and fro-ing about this bill and the process to go through to have a different address put down. You need to have a statutory declaration, but, unfortunately, sometimes these things can happen out of the blue, and you’re not necessarily realising you’re at risk until it’s too late. Potentially, that could be something that could be tidied up.

I do want to acknowledge the work of the Economic Development, Science and Innovation Committee. This bill actually went through that committee before I became a member. I became a member of that committee at the start of this year. I think they did a great job on going through this legislation and trying to make it as good and as well-formed as possible. There were a number of unanimous recommendations that the committee made, which have then been put into this bill. One of them was improving the clarity by replacing the original term “address for service” with the clearer term “alternative address”. During the committee of the whole House, we did kind of tease out different technicalities around that address, and, of course, there are some exceptions that you can’t use: things like postal centres, document exchanges, or the company’s registered office. We do need to guard against misuse, we need to have transparency, but, of course, we need to make sure we can have that safety. One of the other things is that there can only be one alternative address used at any one time.

The select committee also ensured that the protection was comprehensive so there wasn’t going to be leakage in other places where the address or documents that might be publicly available would have that information that people would then be able to discover. Of course, we have some amazing tools on the internet that can find information—even deeply buried in documents—and I think that is an extra safeguard that we needed to put in. We also made sure that we could extend it to make sure that it covers shareholders who live with the directors because, of course, we often know that some of these family businesses can have directors and shareholders in the same household. We made sure that we could kind of close that loophole and make that important.

There were a number of other key operational improvements that the committee made. The application now no longer needs to be made by the director personally, allowing professionals such as lawyers or accountants to apply on their behalf. I think that just really makes common sense. The bill also now covers prospective directors and shareholders, allowing their addresses to be kept private right from the onset. Once again, I think that’s just a very common-sense amendment that was put in the bill.

Put all together, I think there have been some serious concerns around people’s addresses being able to be made public. I appreciate that there is work going on—a more comprehensive review of the Companies Act—but this, of course, is a bit of a stop-gap measure that will actually fill a real gap that we have at the moment. I think it has struck a very good balance of being able to locate rogue directors—if I could use that term—to address misconduct but also making sure we have the right balance for, actually, directors’ right to safety. Of course, as I mentioned, the requirement for a statutory declaration might be a little limiting, and I think that’s probably something we’ll see going forward. Basically, I think this provides a necessary shield against maybe some untoward behaviour that, unfortunately, some directors may face. With that, I commend this bill to the House.

Thank you, Madam Speaker. It is a pleasure to speak on a members’ day on any of these bills that attain the special place of having cross-partisan support around the House. It’s a real celebration of when select committees and parliamentarians are able to identify issues, work on them together, and arrive on common ground where—especially in a case like this—it’s not going to be top of the pops for the Government to resolve but it is something that makes a real difference to real people and is a meaningful change.

First, let me acknowledge my colleague Sarah Pallett, the former MP for Ilam. She was passionate about these issues, and her work in introducing this bill has made a change and it will have a meaningful and lasting impact in our legislation. May I also congratulate the Hon Dr Deborah Russell for doing what many members in this House will never have the opportunity to do, which is to not only have a member’s bill pulled but also take it right the way through the process, to work with Ministers and other members from around the House, and to arrive at something that everyone can agree with. It is a real career achievement, and I congratulate you, Dr Russell. I also want to acknowledge Laura McClure, a hard-working member of the ACT Party who has also raised these issues and been able to continue on this work. This is a really special opportunity to be able to debate this and to have seen it evolve along the way as something that others have been able to bring their perspectives to and ultimately decide was worthy of their support at this stage.

I won’t take up too much time, but I wanted to record for the House at this juncture just how important this is for small businesses. When you think about law and where big businesses have access to something that small businesses don’t, it should be incumbent on all of us, as parliamentarians, to scrutinise those laws very carefully. As Todd Stephenson said—I thought it was a really interesting and pretty philosophical point around what the corporate veil is for, who gets to enjoy the privilege of the corporate veil, and how ordinary working New Zealanders might continue to buy in to a system like that, which is a pretty special aspect of our legal system and is very fundamental to the way that our economy works.

When you have rules where big businesses can, essentially, circumvent the requirement to put their directors’ home addresses on the Companies Register, where, say, if you are a director of ANZ, you will be able to put Queen Street as your address, or if you are the director of a company that doesn’t have premises at 80 Queen Street—that’s the BNZ, sorry—you will also be able to engage a lawyer or an accountant in some situations to receive a document for you legally. It’s perfectly fine to have the address of a professional services firm like that to receive legal communications on your behalf, but if you’re a small business, that’s not available to you.

This is one of those issues which, for some businesses, they get around it and it is standard practice to get around it. But for others, such as those sole traders, those mum and dad shop owners, and also the doctors, the lawyers, the architects, and the people who trade on their own professional account and use a company structure to arrange their professional affairs—any of these people who are going about their ordinary business might not even realise that their personal details are available online for everyone to see, and not only are they affected by that but everyone in their household is, and that’s a problem.

It’s a problem because small businesses are treated in a way where transparency is extremely high for them—probably higher than most New Zealanders would appreciate—and then for large businesses, it’s standard practice to be able to circumvent that. It’s not even something that most directors who are paid directors on these sorts of boards would probably even think was something that was appropriate for them to do, because they’ve always got around it, and the expectation is that they will use a business address or the address of a professional services firm. It’s right that we even this up, and the point I want to make about evening this up is that this is an easy step in this member’s bill, to give small businesses the privilege that their large competitors have, and we should look for all opportunities that we can to make sure that we are advancing that sort of change. It’s fixing up a discrepancy which is unfair at the moment, and it’s unfair on some of the hardest-working business owners, whom we need to be encouraging.

There’s more work to be done by the Government. I thank members from around the House for acknowledging that this was going to be part of the wider Companies Act review. That is incredibly important work, and I don’t want to labour that point, but I would just say that there are a huge number of people who practise in this field who are relying on further Government work to progress the Companies Act review. There are some really big issues there—particularly around directors’ liability—which other parts of legislation hinge upon. The work on the phoenixing of companies is incredibly important for sectors like the construction sector, which has been affected by the economic downturn at the moment. There are business owners, there are creditors, and there are insurers who are relying on us in Parliament being able to progress that and to get it right for them.

It’s also important, as we improve our insolvency pathways for businesses and modernise the Act so that it reflects current online business practices, that those two go at the same time so that the system can work as a whole and that we tighten the holes in the net that we all acknowledge are there, because the Companies Act is old and difficult to practise with. That piece of work shouldn’t hold us up in doing this.

It is a good thing that we are making this change, which is not the whole way there, and I would caution anyone who thinks that the fully gold-plated version is also what we need when what we have here is a sensible solution, which might not be the full business ID, but it does fix the problem for small businesses. This is a fair solution for those mum and dad shop owners and for hospitality owners who are running a four-man band. This is the solution which actually works for them perfectly, because they don’t own a group of companies. They’re not a director on seven different companies. They don’t intend to have a portfolio of directorships from their 50s to their 70s, and to have a complicated web of corporate affairs. This is the perfect solution for the little guy. This is probably the best solution that we needed here. Let’s not overdo it when it comes to that wider Companies Act review, but let’s make sure that it works for small businesses and the people who need it most.

Thank you very much, Madam Speaker. It’s a pleasure to rise to speak on this member’s bill, the Companies (Address Information) Amendment Bill. I want to congratulate the Hon Dr Deborah Russell for drafting this bill and also having it pulled. It’s rare as hens’ teeth, it feels, for many members of Parliament in this House to have a bill pulled from the ballot, and it’s even rarer to get it all the way through the third reading. I want to congratulate that member.

This is a great member’s bill. It addresses a longstanding issue—and certainly one I’ve actually had a longstanding interest in personally, because it seems to be one of these anomalies that we’ve allowed the personal information of individuals who are involved in a company to have to have that online and available for the whole world, with no protections available, and it’s their home address. The home is a person’s castle. It’s a safe place for people. To have that available for people—many of whom are operating small businesses across New Zealand—has been one of those odd things about our system that I think is an anachronism from a past era and one that hasn’t been appropriate for some time. I think it’s great that this is being addressed.

I just think that the unique landscape in New Zealand, where 97 percent of businesses in New Zealand are small businesses—that’s employing 20 people or less. The majority of our landscape is small businesses, and those people who take the risk to set up a small business, to make it work, and to provide employment for people—and they are the majority of the businesses in this country—I think it’s great to have that extra protection for them where their home address doesn’t need to be available online for all without some protection around that. It’s great that this is doing something about that.

This does replace a director’s address with a service address in public record, provided conditions are met, and it allows directors to substitute the residential address with a service address through a process requiring a personal application, risk declaration, alternative address, and a fee, which is applicable across multiple companies.

Other speakers before me have spoken about this. The Government is working on a comprehensive Companies Act amendment bill, which will go beyond what is proposed in this bill and deliver more comprehensive protections for directors, but that doesn’t take away from this being a great step forward in providing a solution to a longstanding issue. That’s, ultimately, what this Parliament’s all about. It’s great to have some bipartisanship, I think across the House, on an issue that I think we all recognise is an important one that needs to be addressed. Sometimes, I think, people across New Zealand only see the headlines and see the things that we disagree on and don’t actually see things like this, where we get agreement across the House. With that, I congratulate the member again and commend the bill to the House.

Thank you, Madam Speaker. It’s an absolute pleasure to rise and speak in support of this bill. Like colleagues across the House, I would join in congratulating the Hon Dr Deborah Russell for her work shepherding this bill through the House, but also Sarah Pallet, who I was in Parliament with last term, in terms of the genesis of the bill. It takes a lot of courage and wisdom to see the issue, research the issue, draft the bill, and pitch the bill, as well, so congratulations to both of them, as well as to Laura McClure. I think this House is doing some really diligent work in terms of looking at harassment issues across the House, and there’s a real cross-party flavour to that work that’s been done.

I think, sometimes, members’ bills can seem like they fix very small things but actually have quite a big impact, and this is potentially one that does that. It does that because it responds to real issues. I remember reading an article in 2023 about a woman who had to get a protection order in trying to demonstrate that there was good reason for her details to not be published. But also, we have had prominent figures like Kirsten Patterson from the Institute of Directors New Zealand—so the industry representatives themselves—calling for this, as well. I also think it’s quite remarkable when we see bills travelling through the House that offer two solutions to a similar problem but from different angles.

We also have the stalking and harassment legislation—that also has a cross-party flavour. Its genesis was with the Hon Ginny Andersen, who first had a member’s bill in this area, and then the issue was taken up cross-party, and there were a lot of discussions at select committee on that. I think—I hope—that the public knows and is reassured that on these important issues, we continue to work together.

My very last point was just in response to Todd Stephenson’s lament at the fact that statutory declarations are still needed. I thought I’d just raise a fun fact that up until 1998, post shop managers could take statutory declarations. Now, in 1998, that was done away with, and part of the argument was that there were plenty of other people out there who could take those statutory declarations. I hope that reassures the member somewhat. But once again, congratulations to the member, and I commend this bill to the House.

E te Māngai o te Whare, nōku te maringa nui anō—whakaae kotahi tātou anō.

[Madam Speaker, it is my good fortune again—we are all in agreement again.]

For the second night in a row, I have the great pleasure of rising to speak in this House on a bill that we all agree on. That is why I love members’ days—love, love, love members’ days. We have heard a full rendering of the bill in hand, and we’ve heard many congratulations to Deborah Russell. Can I add mine as well, not only in terms of your perseverance in steering the bill through but also in the way that you have set an example in terms of working so constructively with the Minister and the committee on that. It reminds us, again, of what is possible on members’ day.

When I look ahead, I’m aware that every second that I am speaking here tonight is a second that my good friend and colleague Carl Bates has to wait for his first chance in the chair. He’s very excited about that. I’m very much looking forward to getting through to the Juries (Age of Excusal) Amendment Bill. Then, of course, following that, we have a conscience vote on Kieran McAnulty’s bill as well. I love these days. Sometimes I wish that we had more members’ days, but tonight, in this moment, it’s all about the Companies (Address Information) Amendment Bill. It is my pleasure to add my support to this bill. There has been a full rendering of why this bill makes so much sense, of why it serves our communities, our companies, our individuals, and our businesses so well. With that, I commend it to the House.

Thank you, Madam Speaker, for this opportunity to speak on the Companies (Address Information) Amendment Bill. When I came to this Parliament, I was a director of, I think, three different companies, and so I have some experience with the Institute of Directors, who submitted in support of this bill, and with some of these issues, and, of course, as an MP, I am very aware of our profiles.

I wanted to note that one of the things the bill does is, as we’ve heard, that if you make a statutory declaration, it has a threshold in it that it is likely to result in physical or mental harm. That is a higher threshold than I expected upon looking at the bill, but there it is. You have to do that to get this alternative address. I think most people in Parliament are aware that if people really want to, they can probably find your address, but it’s good to put a step in between that so it makes it a little bit difficult and reduces the risk. We heard earlier some commentary about how in the past if you wanted to see who a company director was, you would have had to go to the Companies Office, and that would have taken some effort, whereas now you can Google it and it comes up. This is just adding that step in there for people who want it.

I want to commend Sarah Pallett, who thinks very carefully about these issues and worked very hard on a range of issues associated with women’s safety in particular whilst she was in Parliament. Also, of course, I commend the Hon Dr Deborah Russell, who has brought this bill through the House to the third reading stage—and we’re almost there—and everybody else. I have not been involved with this legislation, but I’ve been sitting here this evening and hearing the names of many other members of this House from all different parties, and also from people around the country. Thank you to all those people who made it happen. Thank you to the people who’ve taken the time to make submissions. I commend the bill to the House.

How good is a members’ day? You know, I heard Xu-Nan just before making comments about extended periods of time over committee of the whole House stages and things. It’s not necessarily about the quantity of the committee stage; it’s about the quality of the contributions from the members being involved. That’s right, Vanessa Weenink—it’s what you do with the committee stage that’s really important.

That’s why I commend the member Dr Deborah Russell, because she diligently sat in her chair during the committee stage. We sat here on our side and did—number one, the most important job of us as elected MPs is to scrutinise legislation to make sure the intentions are right, to get those things on Hansard, because if we ever have to come back to refer to it, if anyone out in the general public needs to come back and refer to it, they can see it on the Hansard; they can see the rationale from the member in charge. That’s why that scrutiny stage was so important through the committee of the whole House. I commend the member. She played in good faith in that process, and I commend her for engagement with us in the Government benches.

I’m rising as the final speaker to speak in support of this legislation. “Best till last”, Dan Bidois says. He’s not wrong. I want to acknowledge all members across the House. It’s not common to have, sort of, full Kumbaya moments in this debating chamber, particularly not at about 8.35 p.m. on a Wednesday evening, may I say on a member’s day, but I just want to say what a great process it has been to watch this legislation progress—actually, a number of pieces of legislation.

But to see one where the members got the bill to a place where you can get political parties from across the board—now, I do need to be slightly careful here, because we’re still going to vote on the legislation, and we’ve had a bit of a change since the second reading and the committee of the whole House. Our new independent members, well, they may well have changed their vote, and I’m looking forward to seeing them turn up to cast it to see how they feel about the legislation. But I do commend the member for getting cross-party support on the legislation and getting it right. I think that takes a lot of work, and I commended her for it.

At the heart of this bill, it’s not a complex bill and it’s not ideological and it’s not abstract, but it’s fundamentally about people and their safety and modernising the system that was designed for an era that, really, no longer exists in 2025. The Companies Register does serve an essential purpose. Transparency in business matters; it’s really important. Public confidence in things like our markets, accountability for corporate actors—and no one in the House is arguing that. But the Companies Register was built in a time when transparency, as Rachel Brooking just quite rightly said in her contribution, was walking into an office, requesting a paper file, and then physically inspecting it. That’s what used to transpire—probably before I was born, but that’s probably what transpired. I can’t tell you first hand—can’t say I’ve done it specifically myself, but I’m told. Rachel Brooking told me that that’s what happened. You would walk into the office and, say, request the physical paper, and then you would inspect it.

But in 2025, our world isn’t built quite like that anymore. It’s where transparency now means you put a name into a Google search bar and you instantly receive someone’s home address, the postcode, and you can even get directions. You can get directions on how to get to their house. You couldn’t get that when Rachel Brooking went into the Companies Register and said, “Can I have a look at the information on the director?” and they said, “Yeah, here it is—here it is.” But they didn’t say, “OK, now you need to take the first street on the right and then the next one on the left and then take another left and that’s how you get there.” But you can today. That’s why this legislation change is really important, that Deborah Russell has put up.

As we’ve sort of talked about—and I can’t believe I’m going to agree with him, but Ricardo Menéndez March talks about doxxing—doxxing.

Carl Bates: Are you feeling OK?

TOM RUTHERFORD: I am feeling OK—I am feeling OK. Kumbaya hasn’t completely gone to my head yet. Transparency is essential, but doxxing by default is not. Right now, the law doesn’t distinguish between a director’s professional identity and their personal point on the map. It does not distinguish between, say, a commercial address and a family home. It does not distinguish between accountability and risk. But this bill finally does.

It says clearly that a director must be reachable. They must be identifiable. They must be accountable under the law. But it also says they do not have to trade their personal safety and, actually, wider than that, the safety of their family and the security of their family to do so. This isn’t about anonymity, and this isn’t about, say, things like secrecy. This is not about hiding corporate misconduct. It’s about proportionality. It’s about what logic tells us is the inherent public good in publishing the home address of a dairy owner in Welcome Bay in my home electorate in the Bay of Plenty, or the tourism operator in the beautiful Mount Maunganui, or an independent trustee in Maungatapu, or that small engineering firm in Papamoa, who happens to run their business from the same place that their kids catch the school bus. How could that possibly be right or fair in 2025? They’re not hiding and they’re not evading sight from other people or accountability. They’re simply being asked not to be treated as public infrastructure in 2025.

I do want to speak—and I wrote a little bit about this, because I want to speak for a moment about the world as it is, not the world as we sometimes wish it was. Harassment today has changed. Threats have changed. Stalking has changed. Intimidation has changed. They’ve moved online, they’ve scaled, and they’ve accelerated. You no longer need influence, resources, or proximity. You just need the access to Google. We’ve seen people like our local councillors on city and regional councils across the country being threatened at their home, health professionals harassed for doing their jobs, public servants being caught out on the street, for example, and journalists warned that their houses will be found. Those are all in recent history. Every one of those cases begins with the same sentence of “We know where you live.”, because it’s publicly available. This legislation goes to that point to change it and to update it.

Now, there were some questions—and I had a look through the select committee report—around: what about service of legal documents? That was a question I actually asked in quite large detail to the member in charge at the committee stage. She doesn’t remember. I do remember.

Hon Dr Deborah Russell: I do. I remember.

TOM RUTHERFORD: Oh, you do—oh, she does. I stand corrected. She does remember—she does remember. I’d welcome her taking another call to talk about it if she’d like. The answer is really simple and sensible. This bill does not remove the requirement to provide an address for service. It strengthens it by ensuring that there are reliable and appropriate channels for contact that protect both due process and personal safety. The two are not mutually exclusive.

Then there was a question around transparency. Transparency is about knowing who is responsible for a business. It’s not about publishing a residential address when a service address will do the better job and be safer and with less collateral risk. I do really want to make it clear that this bill does not reduce accountability. It refines it. I think that’s a really important point: it doesn’t reduce accountability; it refines it. I think that is really clear.

MPs have received emails. Councillors, they’ve received phone calls and voicemails. Employers, in some cases, have called the police, and families—some directors have had to install cameras at their own home because of harassment they have received at their own family home, where they may have young children. They may have grandchildren, for example, at their own home, and they have had to take those drastic steps. The threat landscapes that they are facing have fundamentally changed in 2025. I think good law adjusts to reality; it does not ignore it out of nostalgia. I think that is really, really important.

In my home electorate of the Bay of Plenty, we celebrate people who build things. We have incredible orchards. We have amazing businesses, fishing fleets, tourism ventures, tech start-ups, trades, and family companies that quietly keep communities like Mount Maunganui, Welcome Bay, Te Puna, Oropi, Papamoa, and Tauranga moving. Most directors on the company register are not high-profile power brokers; they’re employees with dusty boots, inventors with late-night prototypes, growers tracking export seasons, accountants helping neighbours, and people who said, “Let’s give it a go.” and did the paperwork themselves. For the founders, the small business owners, and the growers, retailers, and employers, the mums and dads across the Bay Plenty and New Zealand, the bill says, “We see you, we value what you build, and we do not think safety should be optional for those who step forward to lead.”

Good law is not always dramatic. Sometimes it’s practical, sometimes it’s protective, sometimes it simply closes the door that should have never been opened. I commend the bill to the House.

Thank you, Madam Speaker. Look, it’s a pleasure to take this final call in this debate. I’ll keep it brief, because I know that the member who has the next bill up is keen and eager to get, perhaps, into the chair. I do want to acknowledge my colleague the Hon Dr Deborah Russell for shepherding this bill all the way through to the third reading. In doing so, I also want to acknowledge a former colleague of the former 53rd Parliament, Sarah Pallett, who basically pulled this particular bill together. Dr Russell has continued it through to today.

I think it’s a wonderful testament to the fact that Dr Russell has indicated that she has been more than happy to have parked this bill and, actually, was prepared to pull it if the Government had had something in place. But we’ve got to the point now where it hasn’t been the case, and it’s a pleasure to be able to support this bill this evening.

It’s interesting that the Companies Act 1993 indicates a time when things were very different, when there weren’t as many small businesses in this country, where the examples that have been shared in the Parliament this evening were not the examples that those who are in public service or in office were able to experience at the time. I think this is a bill that is going to make a huge difference to personal safety, to households, to the way in which people can have a sense of security about going about their daily business and not having to worry about the fact that they will have to disclose their home address as part of that. This is something that puts that right. It’s surprising that the submissions indicated, as I understand it, that people who are directors already don’t actually disclose their home address because of the fear of what this means. I think that is a huge indication that this is a bill that will make a huge difference. I commend this bill to the House.

Motion agreed to.

Bill read a third time.

Can I just take a moment to remind members about referencing people that are not in the House.

I declare the House in committee for consideration of the Juries (Age of Excusal) Amendment Bill.