Billy Kelleher (Cork North Central, Fianna Fail)

I thank Deputies Leo Varadkar, Willie Penrose, Cyprian Brady and Chris Andrews for their contributions to this Bill.

Deputy Varadkar need not have sleepless nights over the weekend about the staffing of the Office of the Director of Corporate Enforcement, ODCE, because eight additional staff were appointed in 2007-8 and six more last March. I hope this will help the Director of Corporate Enforcement in his investigations and ongoing monitoring.

Deputies raised interesting points. I believe that the primary role of this Assembly is to legislate and the decisions and opinions of Deputies on all sides should be taken into account in bringing forward legislation to ensure that when it goes onto the Statute Book it has the broad support of the Oireachtas. We tried to do that in the Seanad and accommodate as much as we could, but we have to accept legal advice from the Attorney General and the Parliamentary Counsel.

We can have a broader debate on the Bill next Thursday. I thank Deputy Penrose, Chairman of the Oireachtas Select Committee on Enterprise, Trade and Employment for agreeing to take Committee Stage of the Bill next week.

In response to Deputy Varadkar's point that the ODCE should monitor the activities of the building societies and credit unions, we have examined this several times and are of the view, as are most of our advisers, that those sectors should fall under the remit of the Financial Regulator. We can give the Deputy broader reasons for that on Committee Stage. The issue has been raised a couple of times but that is my opinion, that of the Minister, the Department and others from whom we have sought advice on this issue.

Deputy Leo Varadkar also expressed concern about the offence provisions in this Bill fearing that well-intentioned and responsible directors or officers of a company could be held liable for the acts of less scrupulous or non-compliant colleagues. One of the offences mentioned in the Bill, under section 7, is that officers will be held to be guilty of an offence if the company contravenes the existing statutory provisions restricting a company's ability to give loans to its directors. This offence is being expressed in accordance with comparable provisions elsewhere in the Companies Acts.

Section 383 of the Companies Act 1963 already provides a defence for officers in default. Specifically, this provides that an officer shall be presumed to have permitted a default by his or her company unless the officer can establish that he or she took all reasonable steps to prevent the occurrence of the event in question, or that by reason or circumstances beyond his or her control, was unable to do so. This defence will also apply to any offence under section 7 of this Bill.

The other offences in this Bill are in section 8. They provide that a director of a company shall be guilty of an offence if he or she fails to comply with the disclosure provisions about loans, directors and connected persons. In each of the two offences, specific defences are provided in the following subsections. In all three offences, the fact that the officer or director took all reasonable steps to ensure compliance with his or her obligations will be a key determinant in informing the court's attitude in any cases brought before it.

Deputy Penrose spoke about appropriate safeguards. Amendments to section 20 and 23 of the 1990 Act, outlined in section 5 of this Bill, contain the appropriate balances and mechanisms identifying the appropriate material spelled out in the existing section 19 of the Companies Act 1990. I could go through that in detail, but I might defer it to Committee Stage. People opposite me have much more experience debating the law, but it is important to refer back to the other Companies Acts. Most of the major changes and provisions are still in the Companies Act 1990. We should not look at this Bill in isolation. We will be more than willing to provide information to Deputies on the Acts before Committee Stage. I urge anybody who wishes to table amendments on Committee Stage to have a glance at The Companies Acts 1963-2006, which is edited by Lyndon McCann and Thomas B. Courtney. It is great reading.

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