I want to apologise to the House for my absence. I am sure the House will appreciate that I was engaged on other urgent business. Therefore, I am sorry I was not able to hear the bulk of the debate. I did not anticipate that the debate would carry into the part of the evening after tea. Nevertheless, some notes have been taken for me.
If I may start at the beginning and reiterate that this is an enabling Bill, a Bill which facilitates rather than creates the transfer of the shares of the National Bank to the National Bank of Ireland. Under ordinary companies legislation, the directors of these three banks, the Bank of Ireland, the National Bank and the National Commercial Bank of Scotland, were perfectly free to arrange this transfer. The directors, acting on behalf of their shareholders, are empowered to negotiate such transfer of property but difficulty would have been created, not so much to effect the transfer, but to make it much more difficult in that all the securities, mortgages and whatever other instruments which had to be executed for the purpose of extending overdraft accommodation by the National Bank would have to be re-registered in the Land Registry and in some other institutions, probably, which would cause tremendous difficulty not only for the banks but for the customers of the banks. As well as that, as I said in my opening statement, the valuation of deposits, of overdrafts, and everything like that, would have been taken into account for the purpose of stamp duty. I think anybody would agree that it would be inequitable to impose that kind of a penalty on such a transfer when, in fact, the property of the value to be carried by the stamps would not, in fact, be transferred. So, the purpose of the legislation is to both facilitate the transfer and, subsequently, to avoid taxation and I think inequity should not be involved in such a transfer.
It is, to some extent, irrelevant to go into the general policy of banking in Ireland on this Bill but, in so far as it has been referred to, I feel called upon to say something in reply. As far as the national development is concerned, I do not think it has ever been our experience that we have been in any way hindered by the banks, as they exist at the present time, so far as the extension of credit for national development purposes is concerned. On the contrary, the banks have been cooperative with the Government to the extent the Government has sought their assistance in this respect. It was true that for many years the Central Bank did not appear to be in a position to exercise control or influence over the credit policies of the commercial banks but this situation, too, has changed, in that now the commercial banks go to the Central Bank for advice in relation to their credit policy. Such advice was sought last year, was extended, and will again be extended in the coming year.
Comment was made on the extent to which the shareholders were aware of the value of their property. It is true that by legislation going back very many years, and renewed in the 1963 Companies Act, the banks are not obliged to publicly disclose all their profits or all their assets. That has been considered good public policy in the interests of the confidence in the banks. Senator FitzGerald suggested that there may be a good case for nondisclosure to total assets but there did not seem to be the same case for nondisclosure of total profits earned. Nevertheless, that disclosure does not in any way affect the amount of taxes payable by these banks on profits to our Exchequer. I think he raised it particularly in the context that the shareholders of this company—the National Bank—were not in full possession of the facts, or as to whether or not they were getting full value for the transfer of their shares. I can only say that, as is disclosed in this document which is distributed to all the shareholders entitled "National Bank Limited—Proposals for Acquisition by the Governor and Company of The Bank of Ireland and The National Commercial Bank of Scotland", and as is stated in the body of this document, certain eminent firms of accountants and of valuers certified that the price paid was fair and reasonable. It is most unlikely that a firm of accountants of the reputation of Cooper Brothers and Co.,—who I understand have an international reputation— would in any way be party to certification of an under value.
