Chen NaisiNAISI CHEN (Labour): Thank you Madam Speaker. When the Economic Development Science and Innovation Committee—that great select committee—was presented with this bill we had to deal with a couple of issues.Firstly we recognised that in the 21st century in the year 2023 there are companies that might have other reasons for existing such as social enterprise. We wanted to make sure that those companies who weren't there purely to pursue the bottom line had the means through legislation to protect themselves when the decisions that they were making were not only just for profit or when they had a set of decisions to make for their companies that their directors wouldn't be at risk or jeopardy of being sued because the decision they had made was one of principle. We were presented firstly with legislation from the Hon Dr Duncan Webb that had what we call an exhaustive list. As the select committee examined the bill we were looking at different alternatives to see whether or not we could give the same reassurance to these companies who were not only pursuing profit as their only goal in existing. But also at the same time I recognise the submissions—especially the one that the Law Society had given—that you don't want to make this bill a back door to acting recklessly for your directors. You don't want this to be an excuse for why they're actually harming the company and using it just as an excuse. I can imagine some instances when the directors of a company are not acting in good faith; they could try and find some sort of far-fetched excuse to say that they've acted for this reason so as to justify their perverse behaviour. So I also got that point from the submitters as well.So we were looking at this whole concept of whether or not we wanted an exhaustive list or whether or not we wanted just an open statement or whether or not we wanted a very succinct short statement—and that's obviously ultimately where we have landed just to make sure that we could use this line as what I would say a defence in legal proceedings and saying that they may consider matters other than the maximisation of profit.So while we will not give the exhaustive—and the select committee didn't recommend—list of things such as Te Tiriti the environment impacts high standards of ethical behaviour fair and equitable employment practices and recognising the interests of the wider community while we had chosen to cross that out we think that giving a non-exhaustive list of just being able to say that they may consider other matters other than maximisation of profit was the best way to respond to the submissions that we had heard.During the select committee process I had asked specifically of some of the advice around whether or not there have been cases brought to the courts to see whether or not people could be liable when they're not acing to maximise profits. So we were given the case—and my computer's now not playing; well it shows that a millennial doesn't always have a way with tech; I shouldn't have touched that but OK—of a Supreme Court judgment on section 131 of the Companies Act which is Debut Homes v Copper. So the judgment basically is just saying that the shareholders can consider other issues apart from just the maximisation of profit. I think that goes back to my colleague who is the sponsor of this bill Camilla Belich in her opening speech and making sure that we codify what is already there in common law. I think this is what we seek to do to make sure that those people who sit on boards who are directors of companies who might be in a state where they exist for different reasons as well—and it's not just for profit but also they might want to be a responsible company they might want to be a good corporate citizen in dealing with some of those things in our world. We know that this world today is very different to that of 20 years ago; we want our corporate citizens to behave better to have responsibility for looking after our environment fulfilling their Treaty obligations and making sure that we are able to look after all of their employees as well. So being able to codify the case law that we already have—I think that's really good. But also just noting that it is not uncommon for a case brought against a director to allege a breach of section 131 as well as section 135 as Reckless trading" or section 137 the duty of care and skill. So this is the advice that we had given.So if we turn it around and say that if we don't pass this bill there will still be directors who are liable to lawsuits under this even though the case law has now so far been proven—and this is the Supreme Court; so one of the most authoritative case laws has already been produced but that is not necessarily known by everyone. So there will still be shareholders out there who don't think that their board of directors or any of their other directors are acting to maximise profits—they might still actually have that chance to bring a law suit against their directors and that is frankly saying it's absolutely a waste of our legal resources. It's a waste of our courts' time. It's a waste of lawyers fees. So by being able to amend one small member's bill we're able to actually save a lot of that court time a lot of that dead weight lost in our economy as well—so making sure that companies no longer have that friction and that understanding between their shareholders and their directors.So it was really nice to be able to hear from a lot of the NGOs especially who came to us and said "Well we actually do hope that our companies actually really need to up their game as well." So during the select committee process we were able to hear some of the submitters who think that actually this bill didn't go far enough that this bill needed to actually put that onus on to companies to say "Well as a company not only do you have to consider your own bottom line your own profitisation but also you need to be able to consider the environment or have that active consideration of environmental issues but also have that active consideration of for instance your employment issues have that active consideration of other social issues such as Te Tiriti as well." While the select committee didn't in the end follow that line of reason and we didn't completely agree with them I can see where they're going.So I think for the benefit of the House and to put that as a balanced debate in the end the select committee was trying really hard to find a balance somewhere. We weren't going to go down that you have to actively consider these issues and nor were we saying that—and the status quo right now is that all you can consider and all you have to consider is profit.I absolutely agree with my colleague who has just resumed his seat saying that right now companies are in this environment where they can't just consider their profits whether it's social media whether it's the awakening of the biggest groups of consumers the citizens that they're trying to serve and the market that they're trying to play to we know that consumers are now demanding different things. When we buy products we know that we want to see sustainability. Obviously "greenwashing" is a whole different topic we need to talk about but at least we know that consumers have that expectation.So this bill is one where we have to make sure that there is that freedom and availability for them to be able to consider that even though maybe sometimes it is not the most for instance cost-saving. So the example we hear all the time is if you had two products—and I think elections are about to come up so members of this House would know that for instance if we have an organic printing material versus one that is not then obviously the organic printing material—I think it's soy ink if I remember correctly—is going to cost us a lot more than that which isn't. So being able to choose something that we know is actually better for the environment even though it might not be the best for our pockets or our campaign accounts we know we've done the right thing for the environment. So using that analogy on to companies we know that not everything that we choose for the environment is necessarily always the right economic decision but we know in the grand scheme of things it's going to better for our lives it's going to be greater for the planet it's going to contribute to our wellbeing.So to save the courts from having to deal with cases that are already settled law in terms of making sure that our corporate citizens play their part in our community I commend this bill to the House."