I move the Second Reading of the Industrial Credit Bill. The purpose of this Bill, as may be seen from the title, is to make provision for the formation and registration of a company having for its principal object the providing of industrial credit. Normally, there are three ways in which industrial credit—credit for the purpose of establishing new industries or manufactures—might be provided. The first, which relates to the ordinary short-term credit or accommodation which an industrial concern requires from day to day is provided by the banks in the form of an overdraft. The second is a guarantee which might be given by any corporation or organisation, including the State, in relation, generally, to a certain, specific form of share-issue and for a considerable period of years. So far, in this country, that has been more or less adequately covered by the existing Trade Loans (Guarantee) Acts. The third—the provision of capital which those who propose to initiate a new undertaking or a new industry have to secure—in countries where the existing financial organisation is adequate, is generally provided by underwriters or issuing houses or promoting syndicates, representing persons, or groups of persons, having considerable financial resources.
In this country, hitherto, for one reason or another, it has generally been, even under the most favourable circumstances, very difficult for new projects to secure adequate financial backing. That section of our people which had money to invest has hitherto generally fought shy of native enterprises. This Government realised, as our predecessors also did, that that was a considerable handicap in carrying out any proposals or any policy to develop this country industrially.
To meet that position, the former Government assisted the Industrial Trust Company. I do not propose to go into the history of that project. For one reason or another, it was not successful. I should say, in that connection, that the reason for its failure will not be found in a too-ready willingness to invest in native enterprise, that, rather, the cause of its failure will be found to be a readiness to invest in foreign enterprise. I merely mention that to emphasise that our predecessors were faced with the same difficulty which confronts us owing to the fact that, even under the most favourable circumstances, our people are not ready to chance their money in new Irish Industrial concerns. It is possibly because of this that the financial organisations which exist elsewhere—issuing houses and underwriting companies—are not to be found here. There might not be a fruitful field for them here. Consequently, the only agency to which those who propose to enter upon a new undertaking in this country can turn are the existing banks. The banks naturally fight shy of placing the funds with which depositors entrust them for short terms in undertakings the outcome of which is uncertain and the investment in respect of which would be, of its very nature—even if success were at last to attend them—be for a very considerable period, possibly as long as the company or undertaking might continue to operate. It is felt, however, that some Governmental action is necessary if this gap in our existing financial organisation is to be filled and that an undertaking having for its principal object the providing of industrial credit and amongst whose other activities will be, in the words of the memorandum:
"the acquisition, underwriting, holding, selling and otherwise dealing of, or with, shares, stocks, debentures and other securities issued by any company registered in Saorstát Eireann"
should be set on foot. This Bill proposes to give effect to the Government policy in that matter. As will be seen from the Bill, it is provided that the capital of the new Corporation shall be £5,000,000, which shall be divided into shares of £1 each, or of such other denomination or denominations as shall be specified in the memorandum, and be issued from time to time, as the Minister for Finance, after consultation with the Minister for Industry and Commerce, shall determine. Section 5 of the Bill confers on the Minister power to underwrite and take up such portion of the share capital of the company as is not subscribed by the public. It is clear from this, therefore, that the intention is to allow the public to participate in this company to the extent to which the public indicates its readiness to do so, and that, so far as possible, the functions of the Government will be confined to the initiation and launching of the project, and the control and management of it, until such time as the public show that they are ready to step in and relieve the Government of its duties and responsibilities in that regard. As I have already said, the Memorandum and Articles of Association of the Company, the leading provisions of which are set forth in the Schedule to the Bill, will make it clear that one of its principal objects will be the granting of loans to, and the acquisition, underwriting, holding, selling and otherwise dealing of or with shares, stocks, debentures, and other securities issued by any company, registered in Saorstát Eireann under the Companies Acts, 1908 to 1924 whose principal object is the carrying on in Saorstát Eireann of any trade or industry. I should like to make it clear, however, that because it is the desire of the Government that, ultimately, the control of this company should be taken over by the Irish investing public, the Memorandum and Articles of Association will endow the Corporation with very wide powers and with such powers as will enable them to fulfil all the functions with which a privately owned and controlled undertaking elsewhere might be charged.
Section 6 of the Bill proposes to make a charge upon the Central Fund of the moneys that, from time to time, may be required to meet the payments to be made by the Minister to the company. Sub-section 2 of that section gives to the Minister power to borrow for the purposes of providing these moneys. Sub-section (3) provides that the principal and interest of any securities issued under Section 6 and the expenses incurred in connection with such issue shall be charged on the Central Fund. Sub-section (4) makes it clear that any moneys raised by securities issued under the section shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund.
Section 7 provides that all dividends, bonus and other moneys received by the Minister in respect of shares of the company held by him shall be paid into the Exchequer. Section 8 gives to the Minister power, so long as he holds any of the shares of the company, to exercise all or any of the rights and powers from time to time exercisable by the holder of such shares. Section 9 gives power to the Minister, if at any time he sees fit—and he will only see fit when the public evince a willingness to take up the shares—to hold these shares for such length of time, and, when he sees fit in the circumstances indicated, as I have said, to sell these shares. Section 10 provides that no alteration in the Memorandum of Association or Articles of Association of the Company which is, while the Minister holds any shares of the company, made without the previous approval of the Minister after consultation by him with the Minister for Industry and Commerce, shall be valid and effective.
Section 11 imposes upon the company the obligation to furnish within 90 days after the end of every accounting year a balance sheet to the Minister for Finance for such accounting year duly audited by the auditor of the company, and also a profit and loss account for the same accounting year similarly audited. Sub-section (2) of that section provides that the balance sheet and profit and loss account shall be drawn up in accordance with the regulations to be prescribed by the Minister and contain, among other things, a summary of the capital, assets and liabilities of the company, together with such particulars as will disclose the nature of such assets and liabilities and the manner in which the value of the assets was arrived at.
Sub-section (3) provides that the company shall on demand furnish to the Minister such explanations as the Minister may think proper to require in respect of any balance sheet or profit and loss account furnished in accordance with the section. Sub-section (4) provides that a copy of every balance sheet and profit and loss account furnished to the Minister shall be laid by him before each House of the Oireachtas within one month after such balance sheet and profit and loss account are furnished to him. Sub-section (5) provides for penalties in the event of the failure of the company or any director, manager or other officer of the company to fulfil the obligations imposed by this section. Sub-section (6) gives the Minister general power to make regulations prescribing any matter referred to in the section as prescribed by regulations made under the section.
The Schedule provides, in paragraph (1), that the Memorandum and Articles of Association shall be subject to the approval of the Minister for Finance after consultation by him with the Minister for Industry and Commerce. Paragraph (2) provides that the Memorandum of Association shall provide, among other things, that the name of the company shall be the Industrial Credit Company, Limited, and that the registered office of the company shall be in Dublin. It sets forth the principal objects of the company, which, as I have already stated, shall include the acquisition, underwriting, holding, selling and otherwise dealing of or with shares, stocks, debentures and other securities issued by any company registered in Saorstát Eireann, under the Companies Acts, 1908 to 1924, whose principal object is the carrying on in Saorstát Eireann of any trade or industry, and shall also include the lending or advancing money upon such security as the directors of the company may think proper to any person engaged in or proposing to engage in Saorstát Eireann in any trade or industry for the purposes of establishing the carrying on, or extending such trade or industry. It also provides that the liability of the members of the company shall be limited, and that the amount of the share capital of the company shall be £5,000,000 which shall be divided into shares of £1 each, or such other denomination or denominations as shall be specified in the said memorandum.
Paragraph (3) provides that the Articles of Association of the Company shall specify the number of directors, including the chairman of the company, and that the number so specified shall be seven or five. Paragraph (4) provides that the Articles of Association shall provide also that, so long as the Minister holds not less than one-half, in nominal value, of the issued shares of the company, then in case the number of the directors is seven, four of them shall be nominated by the Minister from time to time as occasion requires, and that in case the number of directors is five, three of them shall be nominated by the Minister from time to time as occasion requires. It also provides that the chairman of the directors shall be nominated from time to time by the Minister. The purpose of this is to provide that, so long as the Minister holds the majority of the shares of the company, he shall have power to nominate the chairman and a majority of the board of the company. Paragraph (4) also provides that the company shall have power for the purposes of the company to raise money by means of debentures, subject to two conditions: (1) that the amounts so raised shall not exceed at any time the paid up share capital of the company, and (2) that debentures ought not to be issued without the consent of the Minister so long as the Minister at any time holds more than one-half of the nominal value of the issued shares of the company. Paragraph (c) provides that, "so long as the Minister holds any shares of the company, no person shall be capable of being appointed auditor of the company unless the approval of the Minister to the nomination of such person to the office of auditor has been given."
It will thus be seen that while the Memorandum and Articles, so far as they are outlined in this Bill, are intended to ensure that the company will be given very wide powers and great freedom of action in its operation, at the same time full provisions have been made to ensure that the Dáil will at any time be able, if it so thinks fit, to raise matters relating to the conduct of the company; that the Minister, since he has power to nominate a majority of the members of the board so long as he has a majority holding in the company, will be in a position to be held by the Dáil responsible for the general conduct of the company and for anything that has been done by the company; and that if the company for any reason is not successful, either due to the inefficiency of its directors, or to the unwisdom of the investing policy which it pursues, the Minister can be called to account here in the Dáil for such failure of the company to fulfil its proper functions, and, if necessary, any changes which such criticism of the Minister in the Dáil may show to be desirable can be secured by the pressure of public opinion.
As I have said, the Bill is designed to fulfil the function which our predecessors thought was not being fulfilled by the existing organisations in this country and for which they launched the Industrial Trust Company. This undertaking, as will be seen, is of much greater magnitude, though in essentials. its functions will be the same, and it is thought that its share capital should be fixed at the sum of £5,000,000. One of the reasons why a much larger undertaking than our predecessors launched is thought to be necessary is that the projects which this company may have to finance at the outset will be of much greater magnitude also. The Minister for Industry and Commerce, speaking on one of the stages. of the Finance Bill, indicated to the House that, in addition to proposals for the establishment of the cement-making industry here, for the extension of the beet sugar manufacturing industry—for the preliminary expenses of the formation of a company for which the House has already provided the sum of £15,000 by means of a supplementary vote and with regard to which it is proposed to lay detailed proposals before the Dáil before the House adjourns for the Summer Recess—there are under consideration proposals for the development of the mineral resources of the country, for the establishment of a paper-making industry, for investigation into the possibilities of the manufacture of power alcohol and for a considerable number of other projects, many of which may be of an experimental nature and most of which, because they are new and novel undertakings in this country, will not be likely to appeal to the general investing public, but which, nevertheless, it is the opinion of the Government, if anything is to be done to develop this country industrially, must be undertaken and carried out by some organisation.
It is the intention to offer for public subscription the shares of those undertakings which will be launched for the purpose of carrying out those new developments and it is necessary, in order that the necessary finances may be secured, and that the success or failure of the schemes should not be made dependent upon the somewhat uncertain taste of the Irish investing public in regard to native concerns, that provision should be made for underwriting any issues that may be made by the undertakings to which I have referred. One of the principal functions of the Credit Corporation to be established under this Bill will be to underwrite those issues. I should not, however, like the House or the country to understand that the operations of the new Corporation will be confined merely to Government projects. Proposals initiated by any private group or by any individual for the establishment of new industrial undertakings in this country will be considered, examined, and investigated by this company, and if it is decided that the financing of these undertakings should be carried out by the formation of a public company and an issue of shares then this company will step in to underwrite and take up such of those shares as might not be subscribed for by the general public.
It is the intention of the Government that the board of this company shall be manned by persons of the highest standing in the commercial and industrial life of this country, but they will be persons who will be required to devote a very large part of their time to the affairs of the company. It is also our intention to lay a specific obligation and responsibility upon every member of the board in regard to the affairs of the company. That intention is indicated in Section 11 (5) of the Bill, to which I have already referred, which makes every director, manager and other officer of the company responsible for any default in complying with any of the provisions of this section, including amongst other things the giving of such information and explanation to the Minister as may be required under sub-section (3).
At this stage I do not want to stress the necessity of placing this specific responsibility upon those charged with the conduct of the new Industrial Corporation. The magnitude of the enterprise which it will be called on to finance, the size of the resources which have been placed at its disposal, involve a proportionate personal responsibility upon those charged with the handling of it. Of one thing I would like to assure the House and the country that men will be placed on the board, not because of political affiliations, or anything else, but because of their proven capacity as businessmen, and as managers of industrial enterprises. I do not think I need say any more, except to emphasise again that the Corporation to be established under the Bill will fill a gap in our financial affairs which was recognised by our predecessors, and for the lack of which the Government has been greatly hampered in carrying out its industrial policy hitherto. We hope that the establishment of this company will complete the link in the chain; that what has been wanting in our existing organisation will be filled; that, as hitherto, the banks will be free to devote themselves to the provision of short-term accommodation; that the Government under the Trade Loans (Guarantee) Acts will be called upon, we hope, to a more limited extent than hitherto, to guarantee the capital raised by existing undertakings for the extension of plant, and that there will be now a source to which people who have sound propositions can turn for financial assistance, which will enable them to place these propositions in a satisfactory way before the Irish people, and enable the Irish people to have the opportunity of investing in sound and satisfactory Irish undertakings.