Menéndez March Ricardo; Bayly Andrew; Uffindell Sam; Belich CamillaRICARDO MENÉNDEZ MARCH (Green): Thank you Madam Chair. Picking up on the comment by the member regarding I guess the purpose of members' bills I just want to acknowledge that we have had historically a range of members' bills that are really substantive and make really massive changes in people's lives and in the system and in more discrete targeted members' bills such as this one.I guess I wanted to seek some clarification as to—and we do support the purpose of adding that language to avoid doubt"—whether this is a missed opportunity to actually ensure that it doesn't still enable some companies' directors to just continue business as usual. Because then all we're doing is I guess for what we could consider good players—and I myself do have doubts about the so-called nature of ethical capitalism—but how does the member see then this bill being able to actually prevent the status quo for the worst players in the system when it comes to decision making?ANDREW BAYLY (National—Port Waikato): Thank you Madam Chair. I appreciate the member standing up and I think she is genuine in sponsoring the bill but I obviously have a different view on it. She made the comment that she had looked at the submissions. It's the submissions that were the troubling element to this bill. Important organisations such as the New Zealand Law Society and the Legislation Design and Advisory Committee—which are not insignificant organisations by the way; just to make the point—oppose the bill. There were concerns both around the unintended consequences of opening up directors to potential court action but there was also the point that they said there was no clear rationale on what the proposal by the member required and we are concerned that this is more of a solution looking for a problem.One particular thing: the office of the clerk to the select committee—and again we've all sat on select committees; these are people who are not prone to exaggeration and outlandish comments—"Because the bill does not permit or prohibit any activity it would not have any legal effect. The lack of legal effect brings into question whether this legislation is necessary." There are other people who talked about it. There's the strong view that you could achieve the same outcome simply through Cabinet making a resolution and there is no need for any specific legislation. So in deciding whether to take this bill on she said she looked at these particularly powerful submissions. Why does she disagree with the concerns that these august organisations have made to the select committee?SAM UFFINDELL (National—Tauranga): Thank you Madam Chair and thank you to Ms Belich. I thought she was about to stand up.I just wanted to reiterate some other comments that were made—that I'm sure the member is absolutely genuine in putting this forward and wanting to improve the wellbeing of society and how it interacts with companies. I just had a slight concern there around the balance of how that may play out with the directors' fiduciary duties and then with obligations from a context beyond the financial piece—how that would be balanced in court—and what sort of feedback we have had around that. I mean there will obviously be an environmental social and governance component about it. In the New Zealand context there may be a Te Tiriti context around that. I'm just interested to see what feedback there has been around that space and how that would be balanced against the fiduciary duties and how those two will balance against each other. I wouldn't want to see a situation where a director has got something over here saying that they need to look after the financial wellbeing of the company and then this piece coming in and they've got to look after some wider social goals. Thank you.CAMILLA BELICH (Labour): I thank the members again for their questions and engagement on this bill. In terms of the contributions that members have made Ricardo Menéndez March talked about his reservations on the effect of ethical capitalism. I'd just reiterate to the member that this is a small bill and not looking at those big issues which I can understand the member is passionate about. But this is I don't think the vehicle to address some of those wider issues.In terms of the submissions yes I did read and look through all of them and I did take into account their feedback. I am aware of the feedback in opposition to the passage of this bill which I did take seriously. The thing that I would mention to the member is that because of the process that we go through—and the member will be aware of this but just for the benefit of others watching—all of the submissions were received when the bill was in its first initial stage and a lot of them reacted to the list that the original bill had put into place. I know that there are other factors included in their submissions as well but I think the select committee did take into account some of the concerns that submitters had around the list which was included in the original bill.As the member will be well aware that list was removed at select committee and the proposal at select committee to have it as a much narrower much simpler bill I think addressed not all—and I agree with the member that there are some people who'd prefer this bill not to go ahead at all. My view differs from that as it obviously may from the member's as well. But I do think that a lot of the concerns relating to the particular matters in the original list of factors to be included are avoided through adopting the recommendations by the select committee and also with using the more commonly used term of "environmental social and governance" (ESG) in the Supplementary Order Paper which I've suggested. So I do acknowledge that. I did take that seriously. I just formed a different view from some of the submitters and I do think that a lot of this will be taken into account by the changes that have been made.In terms of legal effect those who study statutory interpretation will be aware that any word in the law is capable of affecting the way that that law is interpreted. So although this particular bill is very small and does as I've mentioned several times before have "to avoid doubt" "may" and "for example" as ways of mitigating the potency of this bill I think that the impact of it will be to allay any doubt for directors that they are able to take other matters into account. So that kind of goes to a few of the member's queries on this. The purpose of it as I said in my initial statement was to avoid doubt.Just in closing my comments on those particular questions I note from the select committee report the National Party's minority—well I don't actually think it's minority because I think ESG is 50:50 but their view as stated in their report is: "Whilst we agree that there is benefit in corporate leaders taking into account ESG factors we note that directors already have existing obligations under their fiduciary responsibilities." So I would just note for the members present who are opposed to the bill—and I respect that that's their ability to take a different view than other members in this House—that they have stated in their select committee report that they do agree there is benefit in corporate leaders taking into account ESG factors. And that is the purpose of this bill."