Companies (Auditing and Accounting) Bill 2003: Committee Stage (Resumed).
SECTION 43.
Debate resumed on amendment No. 45:
In page 51, to delete lines 9 to 15 and substitute the following:
"(a) Irish Companies Acts, and
(b) Irish tax law;”.
–(Senator Coghlan).
Amendments Nos. 52 and 53 deal with the increase in audit exemption thresholds, which was an important matter we addressed on Second Stage. I put these amendments down to allow Irish companies to avail of audit exemption thresholds in line with those available in other EU member states.
In order to extend the audit exemption relief as contained in section 32 of the Companies (Amendment)(No. 2) Act 1999 to small companies, section 32 needs to be amended to extend the exemption threshold to the size criteria for small companies as specified in section 8(2) of the Companies (Amendment) Act 1986. The current turnover level is €3.8 million and balance sheet total of €1.9 million. However, under a recent EU decision, the size criteria for small companies have been raised to a turnover level of €7.3 million and a balance sheet total of €3.65 million. All EU member states may exempt from the statutory audit requirements companies with turnovers and balance sheets below these thresholds. There is an argument that to lighten further the regulatory burden on small companies and to allow these businesses to spend more time on creating wealth and less on administration, the threshold should be increased further. We would not be out of line with our nearest competitor, nor should we be. It is widely anticipated that our nearest competitor, the UK, will increase the turnover threshold to £4.8 million.
Under section 30 of the Companies (Amendment)(No. 2) Act 1999 a company is eligible for exemption from auditing its accounts where its turnover does not exceed €317 million, its balance sheet total does not exceed €1,904,607 and it has fewer than 50 employees. However, there are a number of exemptions under the Schedule to the 1986 Act such as banks, insurance companies and financial services companies including insurance brokers. It is that group I want to touch on.
The exemption was given to small businesses because the cost is out of proportion to the benefit to such companies. At present insurance brokers find themselves in exactly this position since regulation of insurance brokers was transferred to the Central Bank, and now the IFSRA, the cost of auditing insurance brokers' accounts has doubled. It is now running at an average of €2,500 for insurance brokers with a turnover of under €150,000 and one or two employees.
Insurance brokers whose turnovers range from €25,000 to €150,000, which are approximately 80% of this sector of small business, will continue to be excluded under section 33 of the Investment Intermediaries Act 1965. Authorised investment firms are required to audit their accounts regardless of the size of turnover and this was carried forward to the Insurance Act 2000, which transferred the regulation of brokers to the Central Bank.
This should be re-examined and I bring it to the Minister of State's attention with a view an amendment to the insurance legislation, which will be possible under the Financial Services (Miscellaneous Provisions) Bill scheduled for October this year. I contend that insurance brokers are being discriminated against in comparison with other small businesses in relation to the requirement to provide audited accounts.
The Chair has been very patient with me as I wanted to bring this to the attention of the Minister of State. We are dealing with the audit threshold which is very important, as for all small businesses, as the Minister of State understands. It is not the Minister of State's intention, or anyone else's, to put Ireland at any competitive disadvantage vis-à-vis our neighbours in the North or across the water. I stress that point. I know the Minister of State has this issue in mind and I look forward to his response.
I was holding the fort there for Senator Quinn.
I apologise for being late and I thank Senator Coghlan for taking my place.
My point was that the main job of a director is to make sure the company succeeds by bringing entrepeneurship and good business practice to the company. He must also do the job of policeman and ensure the company does not break the law. However, we are giving directors onerous responsibilities. I was relieved to hear Senator O'Toole's contribution regarding compliance – he reminded us that the Bill states that the directors of a company shall prepare or cause to be prepared a directors' compliance statement containing the following information concerning the company – its policies respecting compliance with its relevant obligations. Nobody could object to that.
The statement is also to contain the internal financial and other procedures for securing compliance with its relevant obligations and nobody could object to that, or to its arrangements for implementing and reviewing the effectiveness of the policies and procedures already referred to. However, then we have the Government amendment: ". also acknowledging that the directors are responsible for securing the company's compliance with its relevant obligations ."
That is my concern. Would any Member accept a directorship of any company when told he or she is responsible for it? The Government amendment also states:
(except for instances of non-compliance of a minor or otherwise immaterial nature that may have occurred), the company has complied with its relevant obligations in that financial year .
We seem to be doing exactly what Senator Coghlan said – putting an onus of responsibility on directors. I do not know about other Members but I would not accept a non-executive directorship of any company where it was clear that I would be responsible. That is the Government amendment. Perhaps it is moderated elsewhere by another amendment.
In recent years significant legal steps have been taken to enforce company compliance with the law, notably by the Revenue Commissioners and the Office of the Director of Corporate Enforcement. Further measures such as the compliance statement requirements are excessive. The costs and problems they will cause are out of all proportion to any likely benefit. I have to convince the Minister of State that the compliance statement is over the top.
I am thinking of my company and the Bill seems to say that as a non-executive director I am to make sure nobody breaks the food safety or environmental regulations. It is not a question of saying we have systems in operation; we do not know all these laws, and nobody could know all of them. We bring in consultants who are experts in environmental law, food safety or work practices.
The compliance statement is over the top – it is belt and braces, as Senator Hayes said. I urge the Minister of State to accept Senator Coghlan's amendment, as the Government amendment is so strong that it is impossible for any reasonable individual to accept a non-executive directorship because of his or her responsibilities. I urge the Minister of State to reconsider.
Before we adjourned remarks were made which were unfortunate and very rude. They seemed to cast a slur on all directors of all companies as being fat cats and motivated by nothing. It would be a pity if the House appeared to endorse those remarks or that the Government, in bringing in this necessary and important Bill, would allow people to be traduced in that way. I hope we can get over that. We do not all approach these things from the same plateau of moral rectitude but we do our best.
That was one Senator on his own campaign.
He is not here and I do not want to name names. I would rather the person were here. That is all I want to say.
This is not about escaping control. It is not about asking people to take on tasks which they cannot, in conscience, necessarily do without doing a lot of others, as Senator Quinn said. The part I find the most onerous is section 43(4)(d)(ii). I can live with section 43(4)(d)(i) which states “used all reasonable endeavours”.
The great difficulty is turning non-executive directors into executive directors. That is not their job. Members said directors should ask questions. Of course, they should but they should ask them at the marco level. The worst that could happen to an organisation is for non-executive directors to micro-manage and get involved in the nuts and bolts of the operation. That would dissipate and diffuse responsibility from those who should have it because when one spreads responsibility among a lot of people, one takes the focus off those with responsibility. Senator O'Toole gave the classic definition of the role of directors, that is, to see that systems are in place and adhered to and ensure compliance.
We are at the core of the issue, which is, to decide the role of company directors. It is a much broader discussion than perhaps what is contained in the Bill. Senators Coghlan, Quinn and Maurice Hayes have made this point. While I agree with the general approach they have taken, I wish to raise substantial points.
Directors must be responsible for compliance. There is no getting away from this. We should park that point and look at the question what needs to be done. Company directors have to ensure those down the line running some aspect of the company are not ripping it off. They have to put in place structures to ensure they are not being ripped off, even though they are only executive directors and not watching goods coming in to see they are weighed properly, looked after and processed. They have to have trust and confidence in the structures in place. It is the same in terms of the law of the land.
Senator Quinn made a point about health and safety. While I would not expect the directors of Superquinn or any other food company to know all of the food safety legislation, I consider it a fundamental requirement for those appointed to certain levels to know and ensure the law of the land is complied with. I expect them to be responsible, not the directors, as Senator Maurice Hayes rightly pointed out.
That brings us to how directors do their jobs. Senator Maurice Hayes highlighted a significant point when he said section 43(4)(d) stated that having made all reasonable endeavours to secure the company's compliance by asking various questions, directors must state that, apart from instances of non-compliance of a minor or otherwise immaterial nature, the company has complied. A number of speakers have said this is frightening as it is written. One could read it in that way. A director could say he or she is writing down that a large company has paid all its taxes and complied with the law of the land but that he or she might be getting it wrong. I would have no problem including the phrase, “as far as I can reasonably attest”. Perhaps we should include such a phrase which would not change the intent of the paragraph in any way. It is a subject of judgment.
Structures directors have put in place might not be working, an issue Members raised. All directors should have to prove is that they have made all reasonable efforts – no more than one would expect of a director. That is not to say they should turn stones in every corner of the company but they should put in place structures in order that they can satisfy themselves and be assured by company senior or middle management that they are working. A director could then say that, as far as he or she could reasonably attest, the company was compliant. That was all that was ever intended. It was always intended to be a subjective judgment. I would not object to such an approach if it could be done.
There is a wider issue concerning the role of directors. Accountancy bodies, employers, IBEC and some involved in business have said to me that those who become directors of companies should attend a course for their own protection in order that they would know their responsibilities and duties. That is hugely important and would be welcome. Like Senator Maurice Hayes, I am a director of a number of structures of different types, at least one of which is charitable, and understand the points he made. It is important we look at the issues. As far as I know, it is the policy of the Institute of Directors that some training or education course should be provided for those about to become company directors in order that they will know what their responsibilities are, be reassured it is something they should do, because it is good to have independent directors, and ensure they do not need to be troubled by personal liabilities or exposure as long as they do their job properly.
The final issue to which I wish to refer, raising the audit threshold, was raised by Senator Coghlan. It is an interesting issue. Listening to the different groups, I did not have a significant difficulty with raising the audit threshold as I indicated on Second Stage. However, since then I have received a ream of material telling me to be careful. It is important I quote my sources, of which I will refer to one which reflects quite a number. I refer to an article written last week, not by a regulator but by the chief executive of the Association of Chartered Certified Accountants in the United Kingdom where, as in Ireland, they are talking about raising the threshold to the European level of €4.8 million. She made the point that "the Association of Chartered Certified Accountants (ACCA) is equally strong in its view that the audit is not a waste of time and money." She further stated:
On the surface, raising the small audit threshold may seem a painless, popular way to cut red tape. But there is a genuine chance that a big rise could lead to increased levels of deception and lower standards of compliance, governance and financial management generally. The biggest losers would be stakeholders of affected companies, who would no longer have access to reliable accounts.
She gave an example to show this was not hearsay or anecdotal. She stated:
In 2001, ACCA surveyed 1,250 of its practising firms in the UK to determine the incidence of fraud that they had encountered. On average, these firms had 215 clients, so the report covered 260,000 UK companies. The principal cause of fraud was found to be personal gain by management and it often involved manipulation of records to disguise, suppress or alter transactions. [This is below the level of director and in the interest of the company director.] In these cases, management overrode financial controls to let fraud be effected. In 45 per cent of cases, it was external auditors who detected the fraud.
A strong argument is being made by accountants who are being quoted widely as saying the threshold should be lifted. While I do not know the answer, I indicated on Second Stage that I thought a substantial argument had been made to raise the audit threshold. I think Senator Coghlan did the same. We need to be careful we are not facilitating those who would wish to be fraudulent. I do not want to make that allegation but we should not be hasty.
There is a wide variety of areas at which we need to look. The point raised by Senator Maurice Hayes is important. I am not sure that his proposal regarding a person's judgment could be easily phrased. I agree with his point that the majority of directors of large companies, some of whom are my best friends, are not necessarily fat cats out to screw the consumer. It is inappropriate to suggest this – it was indicated earlier – and to do so is to misrepresent the focus of the Bill.
I will try to be helpful and respond to some of the points of Senator O'Toole. If one subjects one's car to an MOT, which is one's responsibility, it does not mean that one will be aware of a blown tail-light bulb while one is driving. I have no difficulty with a requirement that directors should inform themselves of their duties or do a course. Some of the companies with which I have been involved have such a requirement.
I was chairman of the board of a hospital in Belfast, which was run as a company. I was required to do a course and to assure the Minister that every member of that board had been fully informed and trained in the requirements under the Cadbury rules. That is a reasonable requirement and it may be done through regulation or otherwise, but it is important that people know their responsibilities.
A very important point was raised by Senator Maurice Hayes on the role of the directors and the distinction between executive and ordinary directors. Consider a family business mainly run by a husband, who does so in an executive capacity. His wife may be involved in a non-executive capacity and may not know what is going on in the company. There would be requirement on her to familiarise herself with the accountancy practices. The majority of people in business do not understand the financial projections and assessments their accountants make at the end of the year. I have yet to meet business people who understand the accounts, apart from accountants who are running businesses themselves. No matter how much education they got, they would still not understand the complexities of accountancy procedures, company law, etc.
Executive directors on boards should not be treated as non-executive directors. Senator Maurice Hayes, for example, who brings his expertise to Independent Newspapers, may not know anything about the financial management of the business.
How right the Senator is.
I may well be wrong in that and he may know all about it. By making this provision, does it mean that we are putting enormous responsibility on a person who is bringing particular expertise to a board in that he will have to educate himself on accountancy practices? The powers should be separated because there are consequences for family-run businesses as well.
I have been following this debate with great interest and have been waiting for us to deal with the amendments under discussion. Senator Burke has outlined some of the concerns. I am seriously concerned that the good work that has been done to make this economy competitive is being undone because of over-regulation in the company law area, particularly since the passage of the 2001 Act.
I do not necessarily agree with the detail of all the amendments that have been tabled and I would like assurance from the Minister of State that there is recognition within Government that small and medium-sized businesses have become over-regulated. The vast majority of the businesses driving the economy are of a small and medium size. Accountants with whom I have spoken are dealing mainly with the types of businesses to which Senator Burke referred, namely, those run by husbands and wives or small businesses.
The compliance requirements provided for in the Bill do not confine themselves to accountancy and audits but concern such diverse matters as health, safety and other areas that are not traditionally within the remit of company practice. Accountants and those auditing books traditionally had client-accountant relationships – most accountants deal with clients on an ongoing basis – and would have accepted in good faith the detail being provided for audit purposes. However, they can no longer have such relationships because, if they are found non-compliant in any way, they will be liable for severe sanction.
I am not sure if any other Member has stated that we have become over-regulated, but the chief executive of Anglo-Irish Bank articulated this view extremely well in the past week.
I thought he did so very badly.
I thought he did so very well.
He had not read the Bill.
I will have a bet that he had not read the Bill.
Senator Mooney, without interruption.
Given that he is responsible for running a very successful company, unlike Senator O'Toole, I would be more inclined to listen to what he has to say about company law than what the Senator says. If you were talking about teaching I would fully respect your views—
He had not read the Bill.
—because it is an area in which you have expertise.
The Senator should speak through the Chair.
I am speaking through the Chair, whom I thank, as always, for protecting me from the nefarious people who are constantly interrupting in the House.
I am trying to articulate a concern that has been expressed by accountants, particularly those operating in the small and medium-sized business area. I understand that a review group from the Minister's Department is looking at all the compliance regulations that have arisen as a result of the 2001 Act. This begs the question as to whether these initiatives, which I guess have been brought in for the noblest of purposes to ensure transparency and accountability, may also be knee-jerk reactions to all the bad news emerging from the various tribunals in this city.
Perhaps the Government feels that we need to be seen to be totally corruption-free and clean in the eyes of the international financial community. However, in achieving this, have we thrown the baby out with the bath water? It has been indicated already that accountants have been attending seminars in recent weeks to update themselves on all the new regulations. They are being told that foreign direct-investment companies are now looking at regimes with less regulation, such as those in England and Scotland, where they have more chance of being able to set up without all the red tape and bureaucracy that exists here.
Will the Minister give some indication as to what the review group is doing? Does it acknowledge that we have become increasingly over-regulated and that we might be throwing the baby out with the bath water? Accountants, in the main, will opt out of doing audits if they find themselves in a position such as that which I have described.
I do not want to repeat myself but it is obvious that Senator Mooney did not hear me when I reported that the OECD stated that there was a need—
(Interruptions).
I am amazed that the regulatory impact assessment, regarding which I spoke and received no response, has been ignored in this case, yet the Government declared it would issue a White Paper to ensure that no legislation would be enacted without a regulatory impact assessment. This was pointed out by the OECD in 2001. It must be pointed out to Senator Mooney that he is saying exactly what I am saying. I agree entirely with Senator O'Toole. When I became chairman of An Post, I attended a very good course in the IMI on how a director should behave. There are courses which are very acceptable.
Senator O'Toole used moderate words when he spoke about what was expected of directors. Directors are supposed to concern themselves with a company's policies in relation to compliance with its relevant obligations, its internal financial and other procedures for securing compliance with its relevant obligations, its arrangements for implementing and reviewing effectiveness and so on. These are all very well. Immediately after this, in subsection (4) comes the following: "acknowledging that they [the directors] are responsible for securing the company's compliance with the relevant obligations". On the next page, in subsection (7), we read: "Where the directors of a company to which this section applies fail to prepare a compliance statement as required by subsections (2) and (3) each director to whom the failure is attibutable is guilty of an offence".
Any one of us would be mad to take on a non-executive role. Why would anybody do it? It has been pointed out to me what a non-executive director needs to be sure of. The Bill proposes to enlarge the statutory responsibility to every form of law affecting the company materially in respect of its financial statements. In Ireland today this includes law in respect of employment, health and safety, environment, competition, pensions, consumer protection, insurance and intellectual property. There is no way any non-executive director could know those.
Senator Quinn is absolutely right.
The only thing one can do is get in an expert consultant for each of those areas. The cost would be outrageous for a company. This will only apply to companies registered in Ireland. It will not apply to their competitors registered outside Ireland.
I am frightened at the implications of this. I am delighted to hear Senator O'Toole has recognised that the words may be too strong and that they should be tempered. I hope the Minister of State will consider doing this before tomorrow. Subsection (7) states, "Where the directors of a company to which this section applies fail to prepare compliance statements each director to whom the failure is attributable is guilty of an offence". Senator O'Toole asked if it is not the director who is responsible, then who is? The company is responsible. It is a corporate body. If each individual non-executive director is made responsible for all of these areas, the directors will be faced with an impossible task. Anyone would be mad to accept a non-executive directorship in the knowledge that he or she could face such a charge.
I urge the Minister of State to reconsider as it is not acceptable policy. While the intention is good and correct, I suggest that he rethink this compliance statement entirely at this stage. If he cannot do so by tomorrow, he should withdraw the Bill before it goes to Report Stage.
I thought we had dealt with this before during Private Members' time. I remind the House that professional directors seem to go from boardroom to boardroom and from one insolvency to the next but never resign or apologise to the public. They merely collect their fees. Some of these directors appear to have no shame. The AIB was ripped off to the extent of approximately $670 million in the United States and not one director resigned. I have no sympathy with such directors.
I urge the Minister of State to stick with this. These directors may not be as available as they have been heretofore. Many have been anxious to serve in as many as ten companies. If one goes through the list of directors of companies which went bankrupt, became insolvent or left debts all over the place, one sees the names of people who never apologised or resigned. Directors must take their responsibilities seriously or not take the jobs. There are plenty of good people prepared to take responsibility.
I was chairman of the Western Health Board for a year and had to fulfil responsibilities to the best of my abilities. I had to take the position seriously and became almost a non-executive director by attending regularly at the board, whenever I was wanted. There are fine directors. I do not paint them all with the same brush. However, the principle is right. If one accepts responsibility, one must ensure one works with the company. Anyone who does so to the best of his or her abilitiy will have no problem in complying with the Bill. If directors have difficulties, they can easily resign. Most of the public are sick and tired of people who have been directors of so many companies and never apologised.
I have been lobbied by several people in relation to the auditing threshold of €317 million. In Britain, not necessarily a good example, the UK company and law review group, chaired by Ms Margaret Beckett MP, recommended a rise in the small companies audit exemption threshold to £4.8 million, €7.7 million. Mr. Gordon Brown has considered this matter and made it clear in the last budget that the rise in the audit threshold, probably to £4.8 million, was on the way, barring problems during the summer.
In all those regards, I urge the Minister of State to raise the level by minsterial order rather than setting the level in the legislation which would require amendment in the future. The proposed level is far too low. Most small companies should not have to do such audits if they are to maintain competitiveness with companies in Northern Ireland, Scotland or elsewhere.
This is the aspect of the Bill on which I have received most representations. I have also heard from accountancy companies that they will not accept limited companies but propose to ask clients to stay as individuals. There is so much regulation in relation to company law that many companies would be better off not being limited liability companies. Such companies could not possibly comply with the rules in this regard.
I hope the Minister of State will do his best. We will vote for the Bill, whatever he decides.
Some valid points have been made, particularly by Senators Quinn and Maurice Hayes. Executive directors deal with the nitty gritty, financial management and so on while specialist directors, such as Senator Maurice Hayes, are very worthy people and can give a wider perspective and an overview. Such a non-executive director, despite his or her great value to a company, cannot be held responsible for its day-to-day financial management. We must make some exceptions.
Senator Paddy Burke, on the other hand, raised the question of smaller companies. In a small family business a husband might be an executive director and his wife, a non-executive director with both equally responsible in law and equally culpable for the actions of the company. From what I hear a non-executive director in such a situation could ask deep and searching questions, sometimes outside office hours. Some questions might be asked on the pillow.
That never happened in any company of which I was a director.
I am talking about small family businesses. I was elaborating on the point made by Senator Paddy Burke.
Senator Leyden made some good points on the question of the audit exemption threshold, on which I support him. Amendments Nos. 52 and 53 cover this point. However, I cannot be associated with the good Senator's earlier comments regarding fat cats and golden circles. The law applies equally to everyone.
I look forward to hearing the Minister of State's response on the issue of executive and non-executive directorships and the audit threshold.
I just want the Minister of State to put my mind at rest. I assume these proposals about compliance will apply to Departments, State-sponsored bodies and local authorities. For example, when a person becomes a member of a local authority they will be accepting compliance.
In order to permit the Minister of State to give a comprehensive reply, I want to refer briefly to what has been alluded to in respect of the exemption limits. While I never disagree with my friend and colleague, Senator Leyden, I ask the Minister of State to consider the European norm – rather than the UK norm – in respect of this matter. Why must we always look to the UK regarding matters of this nature? The European Union limits are of the order of almost €7 million, whereas the UK limit is much lower and stands at approximately €4 million. If we are good Europeans, why can we not consider the European Union limit rather than that which applies in the UK?
I should perhaps have stated on the record – it is contained in my statement of interests – that I am a director of a small trading company. It is so small that, as a result of all this over-regulation, I have taken the advice of my accountant to delist it later this year. I am obliged to do so because I cannot possibly comply with the various regulations. There is a real chance that I could be accused of non-compliance. My accountant stated that, whereas heretofore he would have accepted the documentation I would have provided, he will now be obliged, on foot of these proposals and many of the provisions in the 2001 Act, to chase up every piece of paper.
How small is the company?
It is so small that we are delisting.
If it is that small, it should be below the threshold.
It is below the audit exemption threshold at present, but that is not my point. My point relates to over-regulation and to the emphasis being placed on the compliance nature of the legislation, which is going to create enormous difficulties for those who are trading – in this case a husband and wife – and for many others. It is also about the impact the existing legislation is having on small accountancy companies. My accountant used to attend seminars that were addressed by other accountants, who spoke about various changes and devolution. These seminars are now addressed by senior barristers. The trend in this area has changed completely.
As a legislator, I am concerned that if Ireland obtains an image abroad of having gone too far in terms of over-regulation, it will lose its competitive edge to other countries that are not too far away. This will ultimately result in a loss of jobs. I would like some reassurance from the Minister of State that he recognises these danger signals.
I am not attempting to defend the type of people to whom Senator Leyden referred. None of us is attempting to defend criminal activities or the existence of any golden circle. I am talking about a significant corpus of company activity – in the small and medium-sized area – which will be overwhelmed by a raft of paperwork. These companies will become so afraid of getting involved in this area that not only will they leave business, but their accountants will refuse to audit their affairs.
I will deal first with amendment No. 45. Recommendation 14.1 of the report of the review group on auditing recommended that not only should the director's compliance statement cover obligations under company law and taxation law, it should also cover other relevant statutory or regulatory requirements. In translating this recommendation into law, section 43(1)(c) – in the definition of relevant obligations – provides for compliance with any other enactments that provide a legal framework within which the company operates, and that may materially affect its financial statements.
As outlined in the review group reports leading up to that recommendation, directors are already required to prepare accounts that give a true and fair view and auditors, when undertaking audits, have to have regard to Statement of Auditing Standard No. 120 "Consideration of Law and Regulations”– SAS 120 – which places obligations on auditors to obtain sufficient appropriate audit evidence about compliance with those laws and regulations that relate to the preparation inclusion or disclosure of specific items in financial statements. The commentary contained in SAS 120 requires that auditors remain alert for instances of actual non-compliance with other law and regulations which might affect the financial statements. In the circumstances, while I have listened to the arguments made by Senator Coghlan and others, I do not consider that they outweigh the other considerations involved.
With regard to amendment No. 46, the purpose is to separate the requirements in section 43(4)(d) into a new subsection (5). The content of the provision, however, remains the same.
Amendment No. 49 makes failure to comply with section 43(4)(a) and (b) and (c), as now restated, an offence, in addition to retaining the offence already provided for, for failure to comply with subsections (2) and (3).
Amendment No. 50 makes it clear that the disapplication of section 158(7) of the principal Act now relates to the new section 43(5) created through amendment No. 46. The net point is that no offence is created for failure to comply with subsection (5).
With regard to amendment No. 47, tabled by the Opposition, I know that the report of the review group on auditing, in paragraph (14)(3)(iv), suggested that in the event of non-compliance, the directors should indicate that such non-compliance has been reported to the relevant statutory authority. However, in the drafting of this provision we were advised that the current formulation is the appropriate manner in which to approach this matter and will avoid such issues as self-incrimination or otherwise falling foul of the European Convention on Human Rights. In the circumstances, I am unable to accept the amendment because it would impose an obligation on directors to report cases of non-compliance.
The effect of amendment No. 48 would be to create a different category of exemption from the requirement to prepare a director's compliance statement to that in the current subsection. Essentially, a small private company with a turnover not exceeding €3.8 million would be exempt, as compared with the turnover threshold of €317,000 under the existing exemption. While the audit review group recommended that the compliance statement should be signed by the directors of all companies, regardless of their size, in subsequent deliberations on the matter, and having regard to the fact that new section 205F requires the auditor to review the directors' compliance statement, we decided to exempt directors of that category of company eligible for exemption from audit from the need to prepare a compliance statement.
Amendment No. 53 appears to suggest the substitution of a different balance sheet figure for section 32(3)(a)(iii) and I presume that the Senator's amendment should have referred to the Companies (Amendment) (No. 2) Act 1999 and not the 1986 Act. That figure is already included, so no change would arise.
Amendment No. 52, however, would increase the turnover threshold for audit exemption from €317,000 to €3.8 million. In essence, therefore, it would achieve the same result as amendment No. 48. Since Second Stage, I have been examining the question of the appropriate turnover threshold for audit exemption and, pending completion of this exercise, I am unwilling to agree to the substantive change contained in Senator Coghlan's amendment No. 52.
I do not wish to link the exemption threshold from the compliance statement to the definition of a small company, as proposed in Senator Coghlan's amendment No. 48. I will continue to reflect on the points made and I may make further amendments in the Dáil. The Bill if amended in that House will have to be returned to this House for final consideration. In all of the circumstances, I am not prepared to accept the Senator's amendments.
Senator Maurice Hayes raised a question about exempting charities from the provisions relating to compliance statements, etc. Charity law is being looked at by another Department and we will wait until it concludes its deliberations before proceeding.
The Senator also mentioned the situation regarding executive and non-executive directors. The company law review group considered that issue. I do not recall the outcome of its deliberations but I will contact it and ask it to review the situation in light of the Senator's comments.
Senator Quinn asked whether this legislation would apply to Departments, health boards and local authorities. It will not because company law applies to limited companies, not State and semi-State bodies.
They come under different legislation, not company law.
The Minister of State is in agreement with Senator Quinn.
It is something that could be considered in due course. Senator O'Toole could perhaps look at this again.
It is one law for one person and one law for another. It applies to those who create the wealth of the nation but not others.
Senator White raised a number of questions. It is not intended to exempt non-profit companies. We set out to list enactments but dropped the list as it depends on the circumstances of individual companies as to what Acts apply. We are considering the threshold issue and will probably bring forward amendments in the Dáil. There is a distinction between audit exemption and small company limits, which will also be considered.
Excellent. The Minister of State has raised my expectations.
Senator O'Toole asked whether proper structures were in place. Having spent a number of years auditing, I know that an auditor does not go through every piece of paper. One does a test to see whether financial and other controls are in place and working. I would not expect directors, executive or non-executive, to act as auditors or as management, although I know that in family owned companies, directors may work from the top to the bottom of the business and know everything about it.
Senators have raised many interesting questions which will give my officials and me much food for thought between now and the time the Bill is brought to the Dáil. Questions have been raised to which we must give consideration. Members can be assured that will be case.
In the light of the Minister of State's comment that the matter is still under active review and consideration, I am prepared to withdraw my amendments.
The Minister of State did not reply on the issue of State-sponsored bodies. I assume the Bill applies to them.
The amendment is withdrawn. There will be no more discussion on it.
I am only withdrawing my amendments.
But the Minister of State—
The amendment is withdrawn.
That is fine, I will talk on the section.
I wish to make it clear that if semi-State and State-sponsored bodies are limited companies, this company law will apply to them.
The amendment is withdrawn and there will be no more discussion on it.
I am only withdrawing my amendments. I am not responsible for those of other Members.
The amendments were discussed together. This ceases discussion of them.
I cannot decide for everyone else.
Did the Senator not agree to discuss them together? The amendment is withdrawn.
Amendment, by leave, withdrawn.
Government amendment No. 46:
In pages 52, to delete lines 30 to 49 and in page 53 to delete lines 1 to 15 and substitute the following:
"(4) The directors shall include either in their report under section 158 of the Principal Act or, where the company as permitted by section 10(2) of the Companies (Amendment) Act 1986 does not annex the directors' report to its annual return, in the notes to the company's accounts a statement–
(a) acknowledging that the directors are responsible for securing the company's compliance with its relevant obligations,
(b) confirming that the company has internal financial and other procedures in place that are designed to secure compliance with its relevant obligations, and, if this is not the case, specifying the reasons, and
(c) confirming that the directors have reviewed the effectiveness of the procedures referred to in paragraph (b) during the financial year to which the annual report or the notes relate, and, if this is not the case, specifying the reasons.
(5) In addition, the directors shall in the statement required under subsection (4)–
(a) specify whether, based on the procedures referred to in that subsection and their review of those procedures, they are of the opinion–
(i) that they used all reasonable endeavours to secure the company's compliance with its relevant obligations in the financial year to which the annual report or notes relate, and
(ii) that (except for instances of non-compliance of a minor or otherwise immaterial nature that may have occurred), the company has complied with its relevant obligations in that financial year, and
(b) if they are not of that opinion, specify the reasons.”.
Amendment agreed to.
Amendment Nos. 47 and 48 not moved.
Government amendment No. 49:
In page 53, to delete lines 31 to 35 and substitute the following:
"(7) Where the directors of a company to which this section applies fail–
(a) to prepare, or to cause to be prepared, a directors' compliance statement as required by subsections (2) and (3)(a) to (c),
(b) to include a directors' compliance statement in the directors' report or in the notes to the company's accounts as required by subsection (3)(d), or
(c) to comply with subsection (4), each director to whom the failure is attributable is guilty of an offence.”.
Amendment agreed to.
Government amendment No. 50:
In page 53, to delete lines 36 to 38 and substitute the following:
"(8) Section 158(7) of the Principal Act does not apply in relation to that portion of a directors' statement containing the additional information required by subsection (5) of this section.".
Amendment agreed to.
Government amendment No. 51:
In page 54, to delete lines 19 to 25 and substitute the following:
"(3) Where, in the auditor's opinion, the directors have failed–
(a) to prepare, or to cause to be prepared, a directors' compliance statement as required by section 205E (2) and (3)(a) to (c),
(b) to include a directors' compliance statement in the directors' report or in the notes to the company's accounts as required by section 205E (3)(d), or
(c) to comply with section 205E(4), the auditor shall report that opinion and the reasons for forming that opinion to the Director of Corporate Enforcement.'.”.
Amendment agreed to.
Question proposed: "That section 43, as amended, stand part of the Bill."
I oppose the section. While I will not go over the issues again as we have covered this in great detail, I am disappointed. We have had very good Second Stage and Committee Stage debates but, as far as I can see, not one point has been taken. I am not sure of the point of having a Seanad if the Government simply listens to us and then brings the Bill to the Dáil. We might as well be clear on this. The Minister of State has said half a dozen times today that the changes will be made in the Dáil. I am not sure this is the purpose of the Seanad. Most Ministers come to the Seanad, listen and say they can take a particular point. I particularly refer to Senator O'Toole who made the point minutes ago that he felt that if this was presenting a problem, words could be introduced to deal with it.
I oppose the section because the main purpose of a board member is to make sure the health of a company is such that it will succeed, survive and thrive. The Bill seeks to make their main purpose that of policemen and detectives. I am concerned that the compliance statement states they are guilty of an offence individually, although I understand a company might be guilty of an offence as a corporate body.
Senator O'Toole asked: if the directors are not guilty, who is? The answer is that the company is guilty, although it may well be that its executives are found guilty of something. However, to expect that non-executive directors will accept non-executive directorships of companies when they could be guilty of an offence if it turns out that they have not been able to comply with everything in, for example, the area of food safety, the environment or otherwise, there will not be good and competent non-executive directors. If there are, it will be necessary to pay them a lot of money to insure them against anything going wrong.
The Minister of State must think this through again and I am sorry he has not done so today. I get the impression from what he said several times that he is not planning to take amendments on Report Stage. That is no compliment to the Seanad after such a good debate on Second Stage and today. I hope he will reconsider between now and tomorrow. While there are certainly some amendments which will benefit from consideration over the summer before the Bill reaches the Dáil, I would be disappointed if some of the points made today were not considered in time for Report Stage tomorrow.
I appreciate that company law is a complex issue and do not expect that the Minister of State will cover everything here. However, I would like to be reassured. I was making a general point which had been expressed to me by those in the accountancy profession dealing with small and medium-sized businesses. The Minister of State should give some assurance that he is aware of these concerns.
I asked about an internal departmental review group which, I understand, has been set up within the Department of Enterprise, Trade and Employment to consider the implications of the 2001 Act as it relates to the increasing corpus of legislation drawn up over the last couple of years and as it affects and impacts on, as Senator Quinn so eloquently put it, the efficient operation of companies. I would like the Minister of State to give some indication on this.
Does the Minister of State have any comment to make on what seems to be a growing body of opinion among those in corporate Ireland and the accountancy profession that there may be an inference, if nothing stronger, that the increasing regulatory regime in recent years could adversely impact on our competitiveness in terms of attracting overseas industries, which, considering the current economic environment, is the last thing the Minister of State or any of us involved in representative politics would wish to happen because, ultimately, it impacts on jobs? It was in that spirit that I made my comments.
I welcome the Minister of State's commitment that he will define an increase in the audit exemption limits. I ask him in that regard, when he brings forward specific proposals, to look beyond the UK model to the European Union model which has a higher limit. I see no reason it should not be considered. While the Minister of State has not indicated which model he is considering, from what is inferred we might be taking the UK model as a given whereas I hope there would be a wider view.
I would be grateful if the Minister of State could add anything to the comments made or my specific questions. If he feels, in the light of his response, that he has nothing further to add, I fully understand. I have no wish to put him under any pressure in this regard.
I said earlier and will say again for the benefit of Senator Mooney that the chief executive of the second largest group of accountants in the United Kingdom is opposed to the raising of the threshold. While I have some sympathy for the raising of the threshold, it is accountants who are most strenuously opposed to it. I receive strong representations that it is time we made limited liability the privilege that it is, that it is worth something and important. In that sense, it has been forgotten. It was bequeathed by society to companies on the basis that we had trust and confidence in them to manage their own affairs.
I read out the story from the accountancy magazine about the auditor who found that there was no fire safety door on a company's premises which could be deemed a criminal offence. This kind of scare story is a two-edged sword and could take off. There are many who would like this kind of pressure being brought to bear on companies. I am certainly not one and know of no one on the interim board of the IASA who supports that point of view.
The Minister of State read out recommendation 14(g) of the audit review group which specifically stated the compliance statement should go beyond the area of tax and company law. Why was that? I was one of those who started off with the view that it should apply only to tax and company law. Many of the representations I have received on this issue ask if this means directors can sign off as being compliant, despite the fact that they may be throwing illegal waste in the wrong dumps, or that there could be a company collecting waste and not putting it into legal dumps, or they could have workers surrounded by asbestos and still knowingly making a turnover. I have received example after example of such scenarios.
I gave an example earlier of a situation where it does not materially affect the company. The words "materially affect" were inserted to ensure directors would be protected. If a company breaks the law by insisting, for instance, on appointing a man rather than a woman to a position, it is in clear breach of equality legislation but as it does not materially affect the balance sheet, there is no requirement to disclose this. On the other hand, it could break customs regulations, for instance, by bringing materials over the Border, for which it is not paying excise duty and developing an entire business. I have received representations demanding that it should be a requirement of companies.
The whole approach to this matter should be sensible. The Minister of State must reassure us on this point. Whatever reassurances we have to receive, we must make it clear we are not creating work for consultants. We must ensure we are not saying that in order for an auditor to complete a company set of accounts, he or she has to start employing consultants. That must not be the case. The legislation states it must be on the basis of the information that comes to the auditor during the course of the audit or during the course of non-audit work conducted for the company by the audit company. In other words, we are talking about information they come by in the course of their work generally. That is how the issue must be resolved
I raised a point in response to Senators Quinn and Maurice Hayes on a form of words. What is intended under subsection (4)(d)(ii) is that people make a reasonable judgment. However, this can be subjective for that very reason. It was never intended to be objective in the sense that people would have to go and check themselves that there was this whole list of legislation. That is not the case. Those peddling this view are the lawyers who are speaking to the accountants. Senator Mooney is right about this. They are the ones running training courses, charging large fees, for accountants. What they are saying is accountants have to do all these ridiculous things. That is not the case and will not happen. It is not the case that one begins with a raft of legislation and then go through to decide where it could apply to a company. No, we will begin with the company accounts.
That is what they were told.
They were. I know the people who told them. The ones who told them had no connection with the IASA, the Department of Enterprise, Trade and Employment or any of those who worked on this legislation. They are the ones who make their living out of creating a market by bringing to them people worried about this issue and establishing courses to meet their concerns. We have to reassure people that that is not what we are intending to introduce. It is to marry the company books with the term "materially affect". That is the only part of the legislation at which we have to look. We will have to indicate how that will happen.
In order to address the point raised, I hope the Minister of State will take on board under subsection (4)(d)(ii) a phrase that would make it clear what was intended in so far as a person could reasonably attest or state or give a reasonable assurance. It is all about reasonableness and making a judgment on that basis. We should not move along on the basis of scaring people.
We have put much time into legislation covering areas such as the environment, equality and work. I find it impossible to argue against someone who asks me, as a legislator, if I am asking them to be supportive of those signing off on a compliance statement, even though they might be aware that they are breaking the law passed by these Houses. We need to approach the issue in a reasonable fashion.
I agreed with some of the concerns raised by Senators, including Senator Quinn. The Minister of State must reassure them that the issue of mountainous responsibilities on directors will not be the outcome of this legislation, that instead it is an articulation of what is contained in previous company legislation, that directors are responsible and the accounts are proper. It must deal closely with those directors who claimed they did not know during the inquiries of the last ten years, a matter about which we have spoken in the House. As politicians, we were held responsible for the fact that that owner of Dunnes Stores had made contributions that could not be found through a company audit because things did not have to be done in the way we asked them to be done. The question was raised of what was happening to ensure the same carry-on was not taking place in other companies. The answer was that there was nothing happening. The Committee of Public Accounts, therefore, directed both Houses to put something in place to ensure it did not happen again. Having said that, legislation cannot be over-bureaucratic.
I read about the decision taken last night by the Securities and Exchange Commission in Washington to bring forward stringent regulations to make it a criminal offence and to ensure auditors did sign off on the compliance statement of a company.
In financial matters and in all other—
I will go through the regulation but I assure the House that we have looked at what I believe is called the blue book of the Securities and Exchange Commission and the raft of regulation emerging in other countries is far more intensive than what is coming through here. That is the reality.
We should remember that after a period of a few years there will not be a fund manager, a pension manager or anybody in the financial area, and I say this without fear of contradiction, who will invest one cent of investors' money in any economy which is not honestly and transparently above corruption.
Every year The Economist magazine publishes a corruption league. Fortunately, the only people who pick it up in Ireland are the tabloids but we are not held in high regard in that respect. That is becoming a huge problem. Senior people in the business world are concerned about it and they also want this area cleaned up. In fairness, the Senators who have taken different views here all agree on that point. It is about getting the balance right and we cannot do much better than what is here, taking on board a number of the points that have been made.
May I ask Senator O'Toole, through the Chair, to give us the name of the person from the United Kingdom who is advising him about the threshold? We are also getting submissions from Irish accountants and there is no reason—
For the record, her name is Anthea Rose. She is the chief executive of the Association of Chartered Certified Accountants.
I do not understand her involvement in the Irish economy.
The ACCA is also in Ireland.
Why did she not put the same point to the British regulatory authorities? I do not understand why she is asking us to have a low threshold of €300,000 and she has not advised the British Government to increase its threshold to Stg £4.5 million. It appears to be a contradiction, if the Senator does not mind my saying so.
I was impressed by the Senator's speech on 11 April in which he told the accountants to cop on. He was dead-on in that regard.
Senator Mooney asked me a number of questions. I can tell the Senator that I have had many discussions with former colleagues of mine in the auditing and accounting profession. I cannot say I got a common view but some of them want to get rid of the practice of auditing while others want to keep it.
With regard to the compliance statement, the small company limits could be brought in which would be distinct from audit exemption limits. I have taken notes and I continue to get representations from various accountancy firms but I have not made final decisions on many aspects.
I found today's debate, and the Second Stage debate, very informative. I would say to Senator Quinn that it has not been a waste of time. Many of the points he made deserve and will be given serious consideration. Senator Quinn has an experienced business background at all levels and those of us on this side of the House would be foolish not to take note of his words of wisdom. I assure the Senator that I will consider the points he made in the debate.
With regard to the audit exemptions, as far as I am aware the position is that if we raised the audit exemption to €1.5 million, it would take up to 80% of limited companies out of the audit.
As Senator O'Toole asked earlier if it is appropriate that people should have a privilege of limited liability. That is the question that must be considered when deciding whether to extend the audit exemption limit.
Confidence is vitally important to the continuing growth of the economy. If people did not have confidence in accounts and information being presented, it would have a more adverse effect on the growth of the economy than regulation.
The kernel of the first report of the company law review group was simplification. Even though new rules and regulations have been brought in, from my personal experience the information being provided now to people is far better than that provided 20 years ago when there was less regulation and compliance. If we do not have regulation and compliance, there will not be confidence in this area and the economy will suffer.
As Senator O'Toole outlined, we must get across the message in terms of what is contained in the Bill because there has not been exact reporting in that regard in some newspaper articles over the past few weeks. The Bill is not perfect but I reiterate that much of what was said here today will help us to produce a better Bill than that first published.
I thank the Minister sincerely for what is an important intervention. The key words he used were confidence in the economy. I am also very grateful to Senator O'Toole and I fully appreciate, despite my earlier remarks, the expertise he brought to bear on the debate because of his involvement with the audit review group. The fact that he conveyed to the Minister many of the concerns that have been expressed is also important.
Obviously this is a question of education and clarification as much as anything else because the message has somehow got mixed up along the way. My main concern as a legislator, which I believe is shared by all of us, the Minister and Members alike, is that nothing introduced here, particularly in a difficult economic period, should inhibit in any way the free flow of inward investment.
The Minister's remarks are important and he should continue to reiterate them. I suggest that he take that proactive approach into the wider public domain. I am sure he will have many opportunities to do that in the other House also. The debate on these serious issues is important and I am very grateful to the Minister for his response.
Question put and agreed to.
Sections 44 and 45 agreed to.
SECTION 46.
Amendments Nos. 52 and 53 not moved.
Government amendment No. 54:
In page 55, subsection (1), lines 36 to 43 and in page 56, lines 1 and 2, to delete paragraph (j) and to substitute the following new paragraph:
"(j) exempting from all or any of sections 15 and 26 of this Act and sections 205A, 205B, 205C, 205D and 205E of the Act of 1990–
(i) qualifying companies within the meaning of section 110 of the Taxes Consolidation Act 1997 (as inserted by section 48 of the Finance Act 2003), and
(ii) classes of other companies and other undertakings, if the extent to which or the manner in which they are or may be regulated under any enactment other than the Companies Acts makes it, in the Minister's opinion, unnecessary or inappropriate to apply those provisions to them;".
Amendment agreed to.
Government amendment No. 55:
In page 56, subsection (1), lines 12 to 14, to delete paragraph (m) and substitute the following new paragraph:
"(m) prescribing for the purposes of section 205B of the Act of 1990–
(i) additional functions to be performed by audit committees,
(ii) conditions to be met under subsection (7)(b) of that section, and
(iii) supplementary rules governing the operation of those committees;".
Amendment agreed to.
Government amendment No. 56:
In page 56, subsection (3), line 26, to delete "subsection (1)(e), (h) or (l)” and substitute “subsection (1)(a), (e), (h) or (l)”.
Amendment agreed to.
Section 46, as amended, agreed to.
Sections 47 and 48 agreed to.
SECTION 49.
Government amendment No. 57:
In page 57, line 14, to delete "adding" and substitute "inserting".
Amendment agreed to.
Section 49 agreed to.
Sections 50 and 51 agreed to.
Schedule agreed to.
Title agreed to.
Bill reported with amendments.
An Leas-Chathaoirleach
When is it proposed to take Report Stage?
I suggest that we do not take Report Stage tomorrow. I was pleased that the Minister of State indicated his intention to carefully consider the proposed amendments tabled by Senators and make changes to the Bill. I have the impression that it will not be possible to give attention to the Bill before tomorrow. I urge the Minister of State to reconsider and take Report Stage at a later date, when he will have had time to consider the points made on Committee Stage.
As acting Leader, I propose that the Bill be taken tomorrow, as listed by the Leader.
An Leas-Chathaoirleach
We can fix the date for tomorrow.
We can discuss the matter on the Order of Business tomorrow.
An Leas-Chathaoirleach
If we fix the date for tomorrow, it will be a matter for discussion on the Order of Business.
The Minister of State listened with attention to our contributions and indicated that he would consider the points we made. He mentioned the Lower House on half a dozen occasions during the debate. If his intention is not to accept any amendments on Report Stage tomorrow, it would be much better to wait until he has considered the contributions made in the House during the Second Stage and Committee Stage debates, both of which were excellent. He listened carefully and responded to our amendments. It is my intention to table amendments and to give the Minister of State an opportunity to consider them. It is unlikely that he will have time, given the late hour, to consider them in sufficient detail to be in a position to respond to them by tomorrow. A number of other Senators will do the same.
I urge the House to reconsider the proposal to take Report Stage tomorrow. Perhaps this can be decided on the Order of Business. As the House will sit for at least another month, the Minister of State will have ample time to consider the matter and return to the House before the recess. He will not have to wait until September or October.
I support Senator Quinn's proposal. One supposedly distinctive feature of the Seanad is that it is the more reflective Chamber. The Bill is not extremely urgent. We have had a tremendous debate and I suggest that the Leader propose that the scheduling of Report Stage be carefully considered in the morning.
It was in the context of Report Stage being taken tomorrow that I stated we would raise in the Dáil the various issues arising from the debate. If amendments are made during the Dáil debate, they will have to be discussed in the Seanad.
While I understand the Minister of State's point, the purpose of the Seanad is to provide Senators with an opportunity to hold Second Stage and Committee Stage debates and to give the relevant Minister sufficient time to consider the points made during the debates before taking Report Stage. If the Minister of State is indicating that he will not have time to give much attention to the contributions of Senators on Committee Stage, the House will sit tomorrow for no reason other than to pass Government amendments. If this proves to be the case and the Minister of State will return to the Seanad only after the Dáil has made amendments, the House will not receive the attention or respect it deserves. The Minister of State should delay Report Stage and return to the House when he has had time to consider our amendments on Committee Stage.
We have had an excellent and worthwhile debate. I assume at least a token amendment will be accepted. The Minister of State did not accept any amendments on Committee Stage and I have the impression he will not accept any amendments tomorrow because he will not have time to consider them beforehand. This does not show the esteem the Seanad deserves – perhaps Senators do not deserve it. I call for Report Stage to be taken at a later date when the Minister of State will have had time to consider our amendments.
An Leas-Chathaoirleach
To clarify, the Bill, when it returns to the House, will have any amendments made in the Dáil incorporated in it.
We should allow the matter to be considered overnight. The Minister of State and the Leader are reasonable people. Report Stage has been provisionally scheduled for tomorrow as we want the Bill to pass through the House as quickly as possible. The Senator's points are relevant. However, I ask that the Minister of State and the Leader consider the matter overnight and early tomorrow morning.
Senator Leyden made precisely the point I wanted to make. We should list Report Stage for tomorrow and discuss it on the Order of Business in the morning. I am sure the Minister of State will be compliant with any decision we take.
The Minister of State could not possibly discuss the various important points raised in this debate overnight or early tomorrow morning. I suggest that the Leader consider holding a debate on Iraq during the time allocated to the Bill tomorrow morning. We have a considerable amount of other business to which we could attend.
We attach considerable importance to getting the Bill through the Seanad and into the Dáil. For this reason, I propose that the Remaining Stages be included, as listed, on tomorrow's Order Paper. The matter can then be discussed in the morning. It is a matter for the Leader to so decide.
An Leas-Chathaoirleach
It is the best one can expect at this point.
An Leas-Chathaoirleach
The House must fix a date for the Bill. We have a proposal from the acting Leader to take it tomorrow at 10.30 a.m.
It would be helpful if the Minister of State would indicate when he intends to introduce the Bill in the Dáil. I was given the impression from his earlier comments that he intended to do so after the summer recess, in which case there is no hurry and we will have time to take Report Stage at a later date.
It is hoped to bring the Bill before the Dáil before the end of this session. It is not likely to be concluded before the recess.
If it is not likely to be concluded before the summer recess—
—we should not debate it tomorrow. I assume that the way to proceed is to wait until the Order of Business tomorrow, when I will make the case that it would be disrespectful to the House to consider taking a large number of Report Stage amendments. The House accepted all the Government amendments, whereas not one non-Government amendment was accepted. The Minister of State is now giving the impression that he will not accept them tomorrow either, which would not be respectful to the House.
I understand Report and Final Stages are scheduled for 2.30 p.m. tomorrow. We will have sufficient time before then to decide that they should not be taken until the Minister of State has had time to consider the proposed amendments. My proposal arises out of respect to the Minister and the desire to ensure he has had time to ponder the points made on Second Stage and Committee Stage. I hope he will decide to return to take the remaining Stages in the coming weeks when we has had time to consider them.
Perhaps we could debate the matter further tomorrow morning when all Members will be present. In fairness to the Minister of State, he has indicated that many of the matters raised in the amendments are under active consideration and further review. I understand that he will accept amendments. I would prefer if some amendments were accepted in this House, as suggested by Senator Quinn. Perhaps we will be able to tease out this issue in the morning through discussions with the Minister of State on the margins, so to speak. However, I do not envisage the House making progress on the matter now. We could thrash it out in a full House tomorrow.
It would be helpful if the Minister of State was to indicate a willingness to accept some amendments tomorrow.
Everything is under review.
An Leas-Chathaoirleach
Is it agreed to take Report Stage tomorrow?
An Leas-Chathaoirleach
The House must set a date for the next Stage.
Senator Quinn's points are relevant. This is an important Bill and I cannot see why there should be such a rush. The Minister and his team will only have a few hours tomorrow morning to consider all that has been said today.
An Leas-Chathaoirleach
Is it agreed that the issue of when to take the Bill can be discussed on the Order of Business tomorrow? Agreed.
Report Stage ordered for Thursday, 29 May 2003.
An Leas-Chathaoirleach
When is it proposed to sit again?
