Companies (Address Information) Amendment Bill

Members, we come now to clause 8. This is the debate on the amendment to section 391, “Service of documents on shareholders and creditors”. The question is that clause 8 stand part.

Thank you, Mr Chair. Clause 8—the great clause 8. We are talking about amending section 391. We’re still talking about service, but, now, we’re talking about service of documents on shareholders and creditors. I’ve got a question about this amendment, and it’s possibly a missed opportunity from the member Hon Dr Deborah Russell. I wanted to reflect on something that I learnt this morning. I got up and I went through my ordinary routine of waking up bright and early and had my bowl of Kornies and got in the shower and got dressed and was heading off to work. I felt very uncomfortable walking those first few steps, and I looked down and my left shoe was on my right foot, and my right shoe was on my left foot. I thought, “That’s what’s making me feel uncomfortable. The shoe is on the other foot.” That can make some of us feel very uncomfortable, but, for me, it was an enlightening experience this morning. I quickly changed them back, and I got myself sprightly to work. I guess that’s a lesson for me, today, about how I approached my day and how I’m going to approach this remaining clause as we head into the last moments of the night.

It’s just really to ask the member—and I know my colleague Mr Rutherford has a question, as well, but my question really is that clause 8 amends section 391(1)(b) of the principal Act. If you look at section (1)(c), it refers to facsimiles. Now, I was one of those ungodly litigators who worked in a law firm for a brief time, and we had to have a facsimile somewhere in the building—I think it was locked in the records room—because, of course, it was still a valid requirement or a valid method of service. I just wonder whether the member thought for a second about taking the opportunity to, once and for all, eradicate facsimiles from the record and make our lives just a little bit easier.

As I’ve said previously, this clause 8 pretty much replicates some of the other ones we’ve just gone through. All we’re doing is ensuring that an alternative address can be used instead of a residential address.

To the member the Hon James Meager’s question—did I think about taking the opportunity to eliminate facsimile machines?—alas, it would have been beyond the scope of this particular bill. But I invite the member to mention to his colleague the Minister of Commerce and Consumer Affairs that now would be a good time to remove facsimile machines—although I understand some medical doctors and pharmacists still use them quite a lot.

Hon Member: They still use them in the Wairarapa.

Hon Dr DEBORAH RUSSELL: Well, there you are. I invite the member to consider whether it’s appropriate, but please do consider writing to the Minister.

Thank you very much, Mr Chair. Clause 8, and I’m going to talk about the director identification problem that has come to my attention. The briefing materials associated with the legislation note that there are currently almost 3,200 registered John Smiths on the Companies Register—almost 3,200. New sections 360D to 360G remove address information that currently helps distinguish between directors with similar names. How do new sections 360D to 360G address the identification problem when multiple directors, such as the nearly 3,200 John Smiths in New Zealand, share the same names?

The removal of residential addresses under these provisions, in my view, will make it even harder to distinguish between directors with 3,200 John Smiths currently registered. How will the alternative address system maintain adequate identification?

Dr Vanessa Weenink: Or someone like John Smith and they think they’re actually the same person, but they might be John B Smith for John Brent Smith or John Bob Smith.

TOM RUTHERFORD: That’s right. So if you were then to say, “Oh, why don’t you include an initial for your middle name,” for example, where you’ve got John B Smith and then the options open far and wide, hypothetically—then it’s unlimited. Just the list goes on. How will the removal of residential addresses under these provisions make it even harder to distinguish between directors? How will the alternative address system maintain adequate identification? The question to the member is: was there any consideration around whether, potentially, this should wait for director identification numbers to solve the identification problem properly?

I understand that the Minister has indicated that he intends to introduce comprehensive reforms which include director identification numbers. Is there going to be a period between this legislation hypothetically passing—if this passes before that legislation is introduced, before directors then have the director identification numbers, then there will be sort of a period in between those two; that being this bill being completed, and that being introduced? Isn’t that, hypothetically, something that may well happen in this case?

What is there to say to the 3,200 John Smiths and many other shared names across New Zealand, and how will the alternative address system maintain adequate identification?

CHAIRPERSON (Greg O’Connor): I do have some sympathy with the member about distinguishing between members.

There are some other people in this country called Deborah Russell. I’ve always sort of thought it’s a bit unfortunate, really. I guess we’re all women in our 50s and 60s. That tends to be when Deborahs date from.

Look, in terms of the address problem, unless all those John Smiths adopt exactly the same alternative address, the problem exists already of distinguishing the—

Dr Vanessa Weenink: We’ll solve it with the new Companies Act.

Hon Dr DEBORAH RUSSELL: Yeah. It will be solved with the director DNI—the director number—

Hon Members: The DIN.

Hon Dr DEBORAH RUSSELL: The DIN, which is promised in the Minister’s legislation. As I said earlier this evening, this is a band-aid; it’s not a solution itself. I have given the Minister the commitment that if his bill is through the first reading before the end of the year, I will withdraw my member’s bill—I will hold off on the third reading. If his bill is not going to make it, then I’m going to have this third reading in December and then it’s up to the Minister to adjust his legislation to take account of my legislation. I’m sure he can do that. The Minister and I have been very straightforward with each other about this. I trust his word and he trusts mine. I’ve given my word; he’s given his. We’ll see what happens.

CHAIRPERSON (Greg O’Connor): Numbers instead of names for members. That might work, actually.

Clause 8 agreed to.

Bill to be reported with amendment.

House resumed.

Madam Speaker, the committee has considered the Companies (Address Information) Amendment Bill and reports it with amendment. I move, That the report be adopted.

Motion agreed to.

Report adopted.

The bill is set down for third reading next sitting day. The House is suspended and I will resume the Chair at 9 a.m. tomorrow for the extended sitting to consider Government orders of the day. Good night.

Sitting suspended from 9.57 p.m. to 9 a.m. (Thursday)