Bayly AndrewANDREW BAYLY (National—Port Waikato): Well what a pleasure to be talking on this bill the Companies (Directors Duties) Amendment Bill and what an exciting night. I've heard it all I think tonight. There's been some interesting contributions. Look the first thing I want to just talk about—by the way we are opposing this just to be absolutely clear. I love the opening statement on this bill: Companies are a useful legal entity for the conduct of many activities."—I assume that's business activities. Well isn't that an understatement? Isn't that an understatement? Aren't they the powerhouse of economic activity in New Zealand? Certainly the Government is not going to be the powerhouse; it's businesses. What I love is "Companies are a useful legal [tool]". Well the big interesting thing—just listening to the debate you know it was interesting. I was just looking at the members on the other side there and wondering how many of them have actually run a small business and actually been a director and actually just gone through all that problem of—imagine if they had been running it through COVID times over the last 2½ years; I wonder if they would be so pious and upstanding today because this is fine this piece of legislation when it applies to big corporates who've got lots of people doing environmental social and governance (ESG) planning and all that sort of stuff but when 97 percent of our businesses employ 20 or fewer people that is a different consideration. So I think one of the big issues in this is that the Companies Act already states that the director of a company must act in good faith and in what the director believes are the best interests of the company. And by that very definition that doesn't mean that they can't have regard to all the issues that we've heard today—environmental social and governance reporting that Mr Stuart Nash referred to. That is a crucial part of the Companies Act as it currently stands and of course ESG is very common as members have said and it's very desirable. I would say that in most cases small businesses and by most accounts the large businesses—particularly those ones on the list of the stock market who are trying to attract capital—will be trying to demonstrate that they do act as responsible corporate citizens and that they're doing the best for the employees because otherwise people simply don't put their money or capital into those businesses. But the issue with this is that when you are operating a company and you have their choice what is the primacy of your objective? And if we move away from the prime objective of businesses—to make money to make profits—then that is an issue because otherwise we're just going to have a whole lot of companies fail right? So we must have a primacy around the objective of businesses—and I see Dr Webb scoffing at that—because I think if you do not allow companies to be successful and profitable then they will not long exist and that is the simple equation. But the issue with this is that I don't think for a moment that if I was running a small company again I'd want Dr Duncan Webb trying to tell me in a piece of legislation that it's important that I have to uphold or have regard for the principles of the Treaty of Waitangi that I have to reduce my environmental impacts and that I have to uphold high ethical behaviour employ appropriate employment practices and recognise the interests of the wider community. What on earth do you mean by that? First of all what are the principles of the Treaty that a small business has now got to interpret and go away and make sure that they understand and are fully cognisant of when they come to make decisions at the board meeting every month? And what does it mean when you're talking about the wider community? What is the definition of that? That is the prime reason why we don't want Dr Webb telling small businesses how to run their companies because they need to operate they need to look after their employees they need to look after their customers they do have to have regard to their communities and if they do all that appropriately they will be successful. And by the way they'll give the money to the Government so we can invest in schools and hospitals—all the good stuff that we need to."