Bayly Andrew; Menéndez March Ricardo; Belich CamillaANDREW BAYLY (National—Port Waikato): Well I think that was a valiant attempt from the member to try and do—I think she should have just stopped after she said the first thing which is that she hadn't considered it. And I think that's probably the case because of course this bill was introduced by Dr Webb and had some madcap ideas in it which the Economic Development Science and Innovation Committee disagreed with and the advisers disagreed with and the submitters disagreed with. So I suppose one of the questions I've got to ask is: why did the member take on this bill? Why did she believe it was important to continue this bill and assume and take it over from the member?RICARDO MENÉNDEZ MARCH (Green): Thank you Madam Chair. I just wanted to traverse I guess how the member foresees this bill actually coming into place in practice in terms of the provisions that have been created in terms of just giving the potential opportunity to consider things other than profit. And while of course that may enable the more ethical company directors to then you know broaden decision making whether the member is concerned that by not having a stricter provision so that they must consider other things other than profit—whether we're missing out on an opportunity to actually create a much fairer economic system and more rigor in the decision-making process for company directors. And so I just wanted to get a bit of the rationale behind the may" versus "must".ANDREW BAYLY (National—Port Waikato): If the member wants to stand up—the member in charge of the bill—I'm very happy to yield. I think it's a very good point raised by the Green member about the requirement for "must" which is the purpose or intent of his Supplementary Order Paper (SOP) 399 and the "may" that's been adopted by the member sponsoring the bill. I am also very interested in this because both SOPs refer to the need for directors to have regard to other matters other than maximisation of profit. Can the member inform us why she has a view that directors of businesses don't currently also have regard for other factors when considering their duties? The reason I make this point I think it's an absolutely fundamental point—and it was one that occupied the minds of the committee and certainly occupied the minds of the many submitters who made a good job in submitting to the committee—which is that if you are a director of a company you are incredibly naive stupid or weird if you don't have regard for factors other than profit maximisation. Particularly where companies have customers and most companies do if they're not cognisant or up to date or aware of the needs desires and wants of their customers inevitably that means that businesses fail. So when directors are making decisions about their businesses I would suggest to you particularly with ones that have a strong retail customer focus but it's not exclusively that they will always be mindful of ESG factors—environmental social and governance issues—and the wider issues that may affect their business. This is the reason why this bill has been deemed a virtue-signalling bill and a waste of Parliament's time. And I would like the member to tell us why she thinks that directors don't currently have that view. Because if they do have that view then her SOP 396 is a complete waste of time and that means the entire bill is a complete waste of time. And I've got to say many submitters did think it was a waste of time.CAMILLA BELICH (Labour): Thank you to both members for their various contributions and I'll just go through some of the matters raised. The member from the National Party asked me why I decided to take over this bill from Duncan Webb. I did go through a process of going through all of the different submissions and looking at the report of the select committee before deciding to take this bill forward. The reason that I decided to do that is because I do think that this bill provides a valuable clarification in directors' duties that I think will be a benefit to New Zealanders. The member I'm sure will agree that it's important to have clear law that is easy to understand and I think that this this very small bill in my name assists with that. So that's in relation to the member's first question.In relation to the contribution from Ricardo Menéndez March on whether I do believe there needs to be stricter conditions I think that this is the right balance in this bill. You will see by reading it that there's three different provisions which means that it's up to the director of the company to consider the environmental social and governance (ESG) matters. To avoid doubt they "may" and then it provides some examples as well. So it's very permissive in terms of allowing flexibility of company directors to consider matters outside of the maximisation of profit. I think for a member's bill requiring them and putting the word "must" in there as is mooted in his Supplementary Order Paper (SOP) 399 would be more of a substantial change possibly not appropriate for a member's bill in relation to how that would change company law. So that's my view. That's why I haven't included that word in SOP 396; I haven't sought to change the wording came back from the select committee.But I did just want to make a few comments if I may about the Supplementary Order Paper that I did decide to add to the bill—a change from what was suggested in the select committee. I did read the select committee's report in detail and it was notable for me that even though the original member in charge of the bill had provided a list of matters to be considered when the select committee was considering it they did refer to ESG—or environmental social and governance—matters. Now we know that this is an established term that people are aware of. And the reason I decided to put that back into the bill is to really fulfil the purpose of the bill more effectively by not simply clarifying what may happen but also giving some context for the purpose of the bill—so we know that the ESG matters are something that is being well understood within discussions within companies but we also know that we have legislative precedent for the use of that term. We have the KiwiSaver Act 2006 in section 129 which specifically mentions ESG factors and for me that was beneficial to have that precedent already existing in law in relation to putting that term back into the bill. I also did a bit more research and found that there was reference in the Financial Sector (Climate-related Disclosures and Other Matters) Amendment Act—which this House considered a few years ago—which while not referencing I don't believe ESG matters within the substance of the main piece of legislation referenced in the debates in the House the ability for companies to take these matters into account when they're deciding things. So it was a very thoughtful process that allowed me to arrive at the decision around the Supplementary Order Paper that I decided to put in. So I just wanted to clarify that for members.In relation to the final contribution from Andrew Bayly I think that there are many directors of companies who are not aware or could be convinced that there is doubt about their ability to look at matters other than the maximisation of profit. And to avoid that doubt I think that this bill provides a very valuable clarification that they may look at other matters that there are things which are outside maximisation of profit which are relevant for directors. On that basis I consider it to be a valuable addition to our company law."