Bayly AndrewANDREW BAYLY (National—Port Waikato): Thank you Madam Speaker. It's a pleasure to be talking on the third reading of the Companies (Directors' Duties) Amendment Bill. That speech reminded me almost of the valedictory speech—there were so many people thanked by the member. That's what came to mind as she was speaking. I'm concerned that she feels that way but none the less I feel that this bill should be consigned to the dustbin. This bill is a waste of Parliament's time. This is a vainglorious bill originally proposed by the Hon Dr Duncan Webb and what on earth was he doing? I think it was an absolute mistake for the current member Camilla Belich to take this bill over from Dr Webb. It is a shocker. It is a waste of Parliament's time and I will explain why. We have repeatedly pointed out why people think it is a waste of time.I want to take members back to why this bill original arose. It actually arose as a result of Mr Robertson writing a totally inappropriate letter to the directors of Air New Zealand as a major shareholder in terms of representing the Government's shareholding in Air New Zealand and setting out in a page and a half a letter specifying and imposing his views—his personal views although framed as the Government's view—of how the Air New Zealand board should operate should it take the additional money that was provided by the Government during the COVID crisis. And it was wrong. That intervention by a shareholder on the board an independent board—and it should have been an independent board. All boards should be independent and should operate in the best interests of all their shareholders not just one and certainly not the dominant shareholder—Mr Robertson inappropriately did.I think that out of that Dr Webb suddenly had this brainwave that he had to therefore make sure that every board in New Zealand operated according to the same framework that Mr Robertson set out in his letter. It is wrong. It is actually wrong. And the reason why is the bill replaces a definition. Clause 4 inserts subsection (5) into section 131 and it states (5) To avoid doubt in considering the best interests of a company or holding company for the purposes of this section a director may consider matters other than the maximisation of profit" and it goes on to talk about environmental social and governance matters.The thing is—and this is what I find staggering listening to members from the Government and I include members from the Greens although they seem to pop in and out from Opposition to being part of the Government—that absolute lack of commercial nous about how boards operate and how companies operate. I would suggest to the members that boards always do take into account a range of factors. The first and primary factor is of course maximisation of profits because unless companies survive and continue to operate then they go bust and then people lose their jobs and a lot of money is lost. That is always the primary objective and that is always an important consideration. But it is wrong to conclude or suggest which I seem to repeatedly hear from the Government members that that is the only thing that boards take into account. It is not. And the reason is that they can take into account much wider aspects and certainly environmental social and governance aspects because it's the right thing to do. It's the right thing to do for their companies. The second thing the reason why they do it is that often their customers demand it. And so there's already an influence on those companies because to be successful you have to deliver products and goods and services to your customers at the right price and the right time all those sort of things. Of course the strong push from consumers now is a very important driver of business activity. And no director is stupid enough not to have regard to customer expectations or demands.The third thing is that many of their staff advocate for those types of considerations and we've seen that increasingly over recent years. Those are the issues and the drivers that all directors take into account when managing their businesses. [Interruption] Here we go. I see the Labour members—of course they've all sat on many boards!—saying "Oh that's wrong. He doesn't know what he's talking about." Well actually I think they're wrong and I'll tell you who else thinks they're wrong. Hon Damien O'Connor: Go and read about your mates at Pike River.ANDREW BAYLY: The Legislation Design and Advisory Committee thought you were wrong members over there. It thought you were wrong Mr O'Connor and what it said was it recommends that this bill was not necessary and that the bill as introduced could have unintended consequences and we strongly agree.I'll go on a little bit further for the benefit of Mr O'Connor who seems very active in this conversation. Because the bill does not—[Interruption] This is what they wrote Mr O'Connor and this is what the office of the select committee wrote—because the bill does not does not permit or prohibit any activity it will not have any legal effect. The lack of a legal effect brings into question whether this bill or legislation is necessary. That is why it's a waste of time—that's the first point. It goes on to say Mr O'Connor that the committee could consider whether there are more appropriate mechanisms for giving effect to a particular policy goal. And the Legislation Design and Advisory Committee—not one of those shonky little committees that you normally don't have regard for—considers that there is at least a possibility that the addition of specific environment social and governance factors—which of course is in the Supplementary Order Paper the member put forward—as considerations of directors could encourage the evolution of judicial review into the realm of individual director decision-making a suggestion the courts have always been clear to avoid or at least to attempt to.That is why this is a dangerous piece of legislation. It is not necessary. Company directors already have regard for it. It's a waste of Parliament's time. Worse than that it potentially could have legal ramifications which are an even worse prospect. I know this bill is going to pass because we've got a Government that is blinded by this but I hope it doesn't lead to adverse impacts for companies because although Labour members have this view around directors those companies employ lots of people and when companies fail they lose their jobs and that is the type of adverse outcome that we may see out of this bill.Everyone seems opposed to it other than Labour members who think it's a good thing because they're slavishly following some bill that should have been thrown out years ago and should never have been allowed to go through their Labour caucus. It just shows how lacking in commercial nous the Labour members are."