Tirikatene RinoRINO TIRIKATENE (Labour—Te Tai Tonga): Thank you Madam Speaker. I'm pleased to speak at the third reading of this bill the Companies (Clarification of Dividend Rules in Companies) Amendment Bill in the name of Todd Muller. I want to acknowledge and congratulate the member for the Bay of Plenty for shepherding this bill through all the various stages in the House and in particular our discussions that we had at the Primary Production Committee on this bill. I must say that when I first came across this bill I thought What's the point?"Hon Member: And then you read it.RINO TIRIKATENE: I read it and I still was posing the same question because I guess—I practised corporate law quite a few years ago but I know that the Companies Act provides a whole lot of flexibility in terms of corporate arrangements: how you structure a company arrangements between shareholders and also how key decisions are made. Sure there are thresholds that exist within the provisions of the Companies Act but the constitution of the company can create a whole multitude of creative scenarios in terms of coming to the right structure—the right model that fits the shareholders' wishes and which fits their overall business objectives. So I honestly was questioning the actual purpose of this legislation. To be honest we didn't really receive a lot of submissions from the many many supposed agricultural companies out there that are really crying out for this piece of legislation but there was indeed one particular company—that is Zespri our main kiwifruit exporter; a global company doing some amazing things around the world—who have a keen interest in the passing of this bill. And so with that I tried to sort of look at the bill with a fresh set of eyes and look at the intent as to what we were actually doing. Now again I think the officials from the Ministry of Business Innovation and Employment who advised us at the select committee couldn't really find any sort of mischief that it was really necessary that we had to pass this particular bill. They thought the legislation was fine as it is. I agreed with them. But again I guess the purpose of this bill which is why we have come around to supporting it is to provide absolute clarity that within a class of shares a company can create a dry share and a wet share. Again it's an extra specific piece of legislation a piece of a provision that we're putting in the Companies Act. So with that I guess it does no harm but I still sort of have to struggle: why should we be doing this in the first place? However be that as it may I want to acknowledge Todd Muller. I want to acknowledge him for getting some world-class advice in terms of—we had QC-calibre advisers and legal brains who were telling us and convincing us that this is definitely necessary this bill. And so the long and the short is we are supporting this provision.On further questioning though I would have thought that a constitution of a company can be changed provided you have a special resolution. So in any event any company provided they can get to that special resolution can also create different classes of shares could create an equivalent scenario that we're trying to remedy with this bill. So there is still flexibility there within the Companies Act to do exactly what we're doing. Likewise I guess I was trying to play the devil's advocate as we were examining this bill and I was thinking of the rights of the shareholders within Zespri who were the pioneers of that company the first generation growers of kiwifruit—I suppose they came together to form Zespri—who obviously have retired from the industry and no longer are involved in I guess growing fruit but still hold shares in the company. And I was thinking well what about the rights of those particular shareholders? How are they being recognised in this bill? What this bill does is it basically says that the board can discriminate and can say "Even though you all hold the same type of share we're going to pay dividends to the shareholders that supply us with fruit and you shareholders that founded the company but no longer supply us with fruit well you're going to get a different type of dividend." And so that's what we've been grappling with in terms of the rights of shareholders vis-à-vis the company the rights to dividends and also I guess the overarching business of Zespri which is all about supplying fruit to a global marketing business which is very successful. So I was trying to look at it from that perspective and thinking: what about the rights of those shareholders? Unfortunately we didn't actually hear from any of them. There were no submitters at all on the bill representing this particular class of shareholders. I understand that there are actually quite a few of these types of legacy shareholders still within Zespri; we never actually heard from them. So perhaps they're okay with getting paid a lower dividend or perhaps no dividend despite you know having their sweat and toil over the years to build up the business to where it is today. So again I just want to return to the primary point which is this bill makes it explicitly clear that a company a board can differentiate between shareholders within a particular class by categorising them. Say a company does adopt cooperative-type principles. It can create what are called dry shares and wet shares for those that supply and those that don't or no longer—and so again it's providing the board of companies like Zespri who are multi multi-million dollar businesses absolute certainty for their board that they are able to treat their shareholders in that particular fashion. And so I guess that's a good thing and it's achieving what it's intended to do. I want to once again commend Mr Muller for shepherding this bill through all these various stages. I'm not going to take up any more time but to say that I support this bill and I commend it to the House. Kia ora."