Williams ArenaARENA WILLIAMS (Labour—Manurewa): Kia orana Madam Speaker. It's a pleasure to stand and speak to this bill in the name of my colleague Camilla Belich and I thank her for her work in shepherding this through its final stages. This debate has been interesting; I've enjoyed the contributions of the members opposite as well as my colleagues on this side. I'm going to be a lot more boring and give us all a bit of a lecture on how companies work and why they're important because that's something that we haven't actually talked about this morning. Andrew Bayly: Oh that's a good start!ARENA WILLIAMS: So Mr Bayly you will be aware that there is no magic to the duties of directors. They're all written out in the Companies Act and companies are special because they're simple to set up they're easy to understand and there is a long history of using what is essentially the Companies Act over many common law jurisdictions and a standard form constitution of companies. That's why they're useful. They're also useful because they have limited liability attached for the directors and that's what makes them special in character. The legal nature of them is that we design a special set of rules that the public can accept that directors might have the benefit of so that they can make business decisions which effect their company in a way which grants them social licence so that they are not personally responsible for the debts that their company incurs if something goes wrong.So it's really important for Parliament and for parliamentarians who are elected democratically to every now and then look at those companies directors duties and the rules which create them and say Is there social licence here for these directors to operate in this way? Is it fair for the directors to sit around the table and have this special power that we don't afford anyone else in any other situation of commercial dealings or of contract making or of agreement making of any kind?" I would say yes it's appropriate for Parliament to say that these directors may—"may" not "must"—be able to consider things like environmental concerns things like social concerns. That has the effect of having around the boardroom table an opportunity for directors who want to advance those things within their companies. They might be companies that are set up for a specific social purpose a specific environmental purpose that we're seeing a rise of around the world which are called B companies. They are not charities. They do not operate in a way which is within the very strict definition of what a charity is based on a definition from the 1200s about what is charitable work and what is poverty. These are companies which want to have a wider social focus and it's right for Parliament to be able to enable now what social expectations are out there in the big wide world in our Companies Act. That's why this is useful. It's a small change but it goes a step towards doing that.I think one more point I'd like to bring to this debate is that it's useful for companies to need to actively tell their shareholders what to expect from them. So when we find a document like a constitution or like a shareholders agreement which is usually not made public that's the place for the company's directors to be very clear with their shareholders what they will deliver what things they will take into account. This companies law is different from that. It's about creating a baseline for what those directors may do and what they may be held accountable for.So when we have a baseline which is permissive as my colleague Angela Roberts said—which is empowering you can then have these further agreements where you're very specific about those things that you take into account. That's why the committee heard that this will not have a widereaching legal effect because usually those agreements between shareholders or that constitution which is mandated and required will deal with those things that the directors will take into account. So they will not be bound to take into account things that they don't expect to and we don't expect them to.So it's a good bill. I'm proud of my colleague Camilla Belich. She was very nice in her opening speech and we've all been a bit mean to her. So well done chick."