As has been pointed out, the Bill is before the House pursuant to a directive of the European Community made quite a number of years ago. There has been no great enthusiasm on the part of successive Governments who were so anxious for us to join and participate in the EC to carry out Community directives. It has been quite the reverse. It appears that the Minister has been dragged, protesting all the way, into implementing provisions which should have been brought in five years ago.
The Fianna Fáil spokesman, Deputy Flynn, complained about the Bill and suggested that its provisions would be an imposition on large private limited companies that operate here. He remarked at how terrible it was for the EC to visit such an atrocity upon us. He, and his party, were more than anxious to bring us into the EC, but when we are in there appears to be a reluctance to bring in measures required by that institution. Some modest — it is very modest — protection may be given to workers in companies and members of the public by this measure. It appears that there has been a change of heart about the EC by Deputy Flynn and his party. Deputy Haughey, in a recent contribution, did some sabre rattling about our association with the EC. I say to him that it is a little late in the day to be thinking along those lines. We acted to become members of the Community and we have to live with that. But, if we are in, we ought to carry out requirements in EC directives without bringing the country to the embarrassing position of being hauled before the European Court of Justice for being in default of requirements we were so anxious to take upon ourselves in our early years of membership.
Listening to the protest by Deputy Flynn one would think that the Bill represented a major intrusion into the activities of the business community. That is far from the truth. In fact, the Bill opts for the minimum requirements on disclosure suggested by the EC. It would have been better and more appropriate if the Minister had gone for a wider disclosure provision on companies. The maximum possible disclosure should be made by companies. The definition of "small" is, perhaps, a misnomer. It sounds to me that they are fairly substantial companies in the Irish context and most of them will be excluded under the minimal requirements in the Bill.
Under the Bill the vast majority of the 75,000 Irish companies, and the subsidiaries of EC based companies, are excluded from the main provisions. In most European countries there is a full disclosure requirement of the profits, losses, assets and liabilities of companies. In my view only very small companies, employing no more than a handful of workers, ought to be excluded from the disclosure provisions. Workers have a right to know what is going on. Many of the companies concerned were set up and operate through public funds.
For example, there are more than 2,600 small companies, so called, grant-aided and one-third of the total new jobs in manufacturing industry provided in 1984 were in small firms. Eighteen million pounds of public money has been channelled into small industries in 1984 by the IDA alone. The public have a right to know what is going on there, having regard to the fact that it is public money that has set up so many of these.
The question of confidentiality and secrecy of operation referred to by the Fianna Fáil spokesman is entirely inappropriate in this issue. Any member of the public, let alone workers, should be entitled to go to the Companies Office and see to what use or misuse, as the case may be, the public funds have been put. Likewise, workers must have an interest in the affairs of the company, even if public funds have not been involved. The record of very many of these companies, I am sorry to say, has been unhappy. There have been and continue to be very serious abuses. As Deputies we come across many cases in our personal experience from time to time when, for example, pension fund contributions have been deducted by arrangement from the workers' wages and that money has not been passed to the trustees of the pension fund, but retained as part of the capital of the company. I would not go so far as to say that it is a common practice, but one comes across it far more often than one should.
There are cases where by arrangement with some companies union contributions that the workers make are deducted from their wages and are supposed to be paid over to the unions concerned. Again in many cases those funds are retained. What happens when one of these companies go into receivership or liquidation? The receiver or liquidator puts his hands on the funds deducted from the workers' wages and in very many cases there is a very substantial and real loss, of great consequence for the workers involved. They find themselves deprived of the pension rights and union rights to which they are entitled.
The nature of the protection to be provided by this Bill is minimalist in the extreme, which I find disappointing. I find it disappointing that it is this Companies Bill which is now before the House rather than the Bill, for which we have been waiting with some impatience for quite a long time, which deals with the much more relevant and important question of making directors personally liable in certain circumstances. Legislation is overdue with regard to an EC directive on that matter also and will we have to be brought before the Court of the European Commission before that is brought in? That is the reform of company law that I and many of us here would have wished brought before the House in preference to the present one which, quite frankly, will not provide a great deal of protection for very many, either workers or members of the public.
Members of the public do need protection from the operation of many of these companies. People dealing with companies, ordinary members of the public, all too often do not realise the hazards of what they are doing. A very favourite method of setting up a business is that an individual, who may well have had a number of defunct companies to his record before, sets up a trading company perhaps, puts whatever capital he wishes into it and immediately takes out a debenture to secure himself from the day on which the company is incorporated. He has first call on anything because of that debenture. The ordinary members of the public coming to deal with that company do not know that. They will pay deposits to have work done, goods supplied, a house built — all the myriad of things across the commercial and financial spectrum — not knowing that if anything goes amiss with that company such deposits will be very much at risk. The man who set up the company will have first call on whatever assets are there, through his debenture.
Members of the public could find out, one must concede, whether a company have a debenture or not. One can find out where the Companies Office is located in Dublin Castle, go into the intricacies of it, wait an hour or two for the file to come up and, if one has the expertise to examine it, one could find out if there is a debenture. That is undeniably true, but that is not for real so far as the members of the public are concerned. They have no protection by the fact that the debenture would be recorded in the Companies Office. If the Minister has the wish to provide some protection for these people, some consideration should be given as to how the status of a company from the debenture point of view could be brought to the attention of the public other than by having it recorded in the Companies Office files and other than by requiring a very small number of Irish public companies to register their accounts, as this Bill does. It might be appropriate to insist that all documentation, invoices, advertising material and so on, put out by the company should be required to note on letterheads and notepaper if the company have a debenture.
Perhaps there should be a short note warning of the dangers that might well apply to persons paying deposits, in particular, to such a company. These deposits on occasion might be relatively small amounts to purchase a consumer item of no great cost, but it could be a very considerable amount — for example, a substantial deposit on a house, which could run to a couple of thousand pounds or more. There are very few builders around who will undertake this business in their own name alone. An examination would show that they use limited companies for that purpose. Likewise an examination whould show that they have taken out a debenture in their own favour in case anything goes wrong. I am not even talking here about those directors who might be milking the company or withdrawing funds on a fraudulent basis. That is a factor. But leaving that aspect aside, it is interesting that when one goes to buy a new house and pay a deposit on it, one is not allowed to pay a deposit to a solicitor to be held as stakeholder so that one could get it back in the event of anything going wrong in the meantime. In these cases it is insisted that the deposit money be paid over direct into the hands of the builder; and when one looks at the record in recent times of problems in the building industry, with building firms going into receivership and liquidation, that interim period is a terifying prospect until you get your house title, and a serious situation is faced by many.
At the very least, consideration should be given to the possibility of requiring that kind of information about a dealing company that take deposits, in particular that there is a debenture in existence and a risk involved there. Some care would have to be taken to make sure that such a law, if brought in, would be enforced. Most of the company regulations applying at present are not being enforced, even the requirements regarding registered offices, names of directors and so on, except in respect of a minor number of companies. The Companies Registration Office do not have the resources to check up these matters because they are as affected by the cutbacks in the public service as all the other branches of Government. The Companies Registration Office do not ensure that the company returns giving the names of directors are up to date. Presumably this is because of lack of staff and facilities. There is little point in bringing in new regulations unless arrangements can be made to operate them. Adequate back up staff must be provided.
We would have an additional advantage if rather more detail was required in the accounts of these companies and if the net was widened very considerably. I do not know why the Minister went for the lowest common denominator in setting the parameters of what would be required. I am not happy about that decision. Does he share the views of Deputy Flynn about preserving secrecy and confidentiality, even where workers and public funds are concerned? I would think that it would serve the public much better if these things were open to view, clearly available for all to see.
As far as subsidiaries of foreign firms are concerned, I am sure the arrangements will suit them very well because we suspect most strongly that they are happily engaged in repatriating substantial quantities of the profits they make in this country, taking advantage of the tax laws and so on. It appears to be the position that they do this legally, but that should be known. It should be open to us to see exactly what they are about. If they are repatriating their profits in that way, cognisance should be taken of that fact and due attention should be given to companies of that description when they next come to the IDA with applications for more public funds.
I am unhappy about the degree of protection being given here. The unfortunate members of the public dealing with companies will not be helped to any worthwhile extent by this Bill. People will continue to lose out, in many cases losing hard earned savings.
I am very unhappy about the position regarding the activities of a receiver or liquidator put in by a debenture holder. When that happens it is as though a kind of iron curtain comes down around the company. It is an excuse to cut off any information about the company. It is impossible to get an answer to any question. The blanket response is that one can ask nothing and find out nothing because the liquidator or the receiver is in. That is not good enough. There should be a procedure devised under which receivers and liquidators would be obligated on a regular basis, perhaps every three months, to make available information as to exactly what they are at in the company, exactly what they have received and exactly what they are doing with it. The same should apply in the case of a receiver. An unfortunate person may be trying to find out if he will get back his £2,000 deposit or whatever, but he may be left waiting for years. Many of these receiverships go on for years.