Willie Penrose (Longford-Westmeath, Labour)

On behalf of the Labour Party I confirm our acceptance of the need for this legislation, subject to a number of caveats, some of which have been referred to and elucidated by Deputy Varadkar.

This is the second Bill brought before the House with some degree of urgency; we have also had to deal with the Companies (Amendment) Act 2009. Dr. Thomas Courtney will have a busy time in the not too distant future bringing forward a new edition of his book, which I purchased after the last time when I had some other book on which I was relying. Dr. Courtney's book is an excellent tome and probably the definitive guide on company law.

We should seek outside expertise like Dr. Courtney to help in the oversight of the new consolidated Bill which, as Minister of State, Deputy Kelleher, stated, will incorporate the 14 pieces of company legislation. We should not be afraid to engage somebody of that expertise. The Minister of State is correct. It is an arduous task, trying to fit it all into one composite Bill and make it a coherent and understandable corpus of legislation. We should ensure that it is clear, not just for lawyers but for the ordinary persons and the shareholders and directors for whom greater fiduciary duties and obligations are now being set out.

We are getting to the stage where many will not want to become directors of companies because some of the obligations now being imposed upon them are arduous and significant. We all want to ensure good corporate governance, etc., and that people are fully aware of their obligations and duties. One of the best ways of doing so is that people taking on those onerous roles would be fully equipped and educated. It is no longer good enough for a person to just arrive into a company as a director, even one of the smallest ones, because these are now tasks which carry criminal sanctions if they do not comply. It is important that they are properly educated, and courses should be run. More fundamentally, directors should be aware.

I agree with the Minister of State that rushing the forthcoming piece of legislation would be foolhardy. We might as well take our time and get it right. It is important in this context that it be understandable for the ordinary person and that it contains linkage.

There are a number of points I want to make on this and there are a number of caveats which the Labour Party would attach to some degree to the legislation. I wonder why, when it has been introduced in the Seanad, the Minister had to make further amendments. I understood that this would be just a two-section Bill. It started off like that. I accept there are other parts of sections included which are normal company law issues, but it makes it a little more difficult for us to deal with some of the issues that arise. There are now a number of different and unrelated issues in the Companies (Miscellaneous Provisions) Bill 2009 being put forward.

The first element of the legislation deals with companies based in America, in particular, the application of the US generally accepted accounting principles, US GAAP. This will allow companies which relocate their parent or head office companies to Ireland to continue for a specified defined period of time to draw up their group accounts and individual parent company accounts using the relevant accounting standards that govern their operation in the USA, and which is clearly required, I suppose, in the context of the requirements of the listing of US companies. However, I understand from the Minister of State today that these transitional arrangements will terminate at the end of December 2015. The specific derogation for US companies for the period means they will now be in a position to comply with the company law standards and provisions that apply in their home country as opposed to having to comply with Irish or, indeed, international financial reporting standards. It is clear that this amendment will now necessitate some other amendments being made to the Companies (Auditing and Accounting) Act 2003. One anticipates that the thrust of this amendment is to ensure that Ireland remains an attractive place for inward investment originating in the USA and that any obstacle, either real or perceived, is removed in this context and as a result of this legislation.

I agree with the Minister of State that the work of IDA Ireland in this context is extremely important in ensuring continued foreign direct investment, which is an important component of Irish economic growth. We must salute IDA Ireland's ongoing efforts in terms of its powerful role of attracting foreign investment. However, I must use this opportunity somewhat regretfully to convey once again my extreme disappointment at the failure of IDA Ireland to attract a major, influential and core industry in the high-tech, health care or financial management areas to the excellently located and well-appointed IDA industrial park in Marlinstown in Mullingar. The site encompasses 70 acres, 27 acres of which have planning permission and on which there are buildings located, and includes roadways and infrastructure. It is well-located beside the N4, the N52 and Mullingar, with the N6 only a few miles up the road. From a road infrastructural viewpoint, it is excellently serviced. We have excellent educational facilities. Secondary schools include the Christian Brothers, Mullingar Community College, St. Finian's College, Wilson's Hospital which is only out the road, Killucan community college and Castlepollard Community College. There also are the secondary schools in Rocheford Bridge and Kilbeggan. Athlone Institute of Technology, one of the best institutes of technology in the country, with Professor Ó Catháin at its head, is only 25 miles away.

I have conveyed my disappointed directly to Mr. Barry O'Leary and Mr. Kevin McCarthy who are trying to do their best. We now have a good stock of housing, keenly and competitively priced, and a well-educated and ready-to-work workforce. We have everything in place, yet we seem to have been bypassed in the attraction of employment. We have not been successful over the past number of years and it is a source of great disappointment to the entire community in Mullingar, from the education sector to the chamber of commerce, the trade union sector and the local authorities. Westmeath County Council played a pivotal role in ensuring that Marlinstown was up and running. It took all steps, and worked hand in glove with IDA Ireland, to accelerate its development and make it such an attractive place, and yet we have been bypassed.

I reiterate my call to the Minister of State, who is responsible for this area with IDA Ireland, to ensure that IDA Ireland focuses on Mullingar as an area which is entitled to its fair share of inward investment. Particularly given the efforts of the local people and the efforts of the local authorities and the State agencies involved, its time has now come. We are in the whirlwind of an economic recession and we need FDI more than ever. Mullingar has waited and has been bypassed, and it will no longer accept being second class in terms of not getting its fair share of IDA Ireland activity.

I accept that IDA Ireland executives are doing their best, but I call upon them today to redouble their efforts in this regard. If nothing happens in 2010, it will be an ultimate failure and we will not stand for it any longer. I am extremely disappointed with the progress to date. I say that with regret but I must say it because I am elected to represent the people and to make such statements in this regard.

The second issue on the Bill which I did not have much time to consider and to which I may need to return relates to the recognition of the stock exchanges, particularly those outside the State, for a new type of purchase called an "overseas market purchases". It is important that the public is made fully aware of the companies' activities especially where they are purchasing their own shares. That is a matter to which we will be paying particular attention so that information is conveyed in a very public way. The Minister of State referred to the fact that it would be publicised on the company's website. As somebody who may not be as sharp on such matters as others, however, I would like to see the widest level of publication so that people are made fully aware, particularly about the purchase by a company of its own shares. There are restrictions contained with the Company Acts in this regard and they should be pronounced and elevated to a particular status in this context.

On section 2, I agree with Deputy Varadkar, who stole my thunder. The making of regulations is a matter about which I have grave reservations. In this context, the Minister is assuming power to make regulations that may prescribe other specified internationally recognised accounting standards under which specified categories of companies may prepare accounts for a maximum of four financial years or to end by 31 December 2015. Unless something peculiar happened in the interim, surely the Minister of State would now be aware and have those on the tip of his tongue. He should be in a position to convey the relevant information on any such company that might be in that group. I have already made my views known on secondary legislation, including regulations, and I do not like it. Laying matters before the Houses in a simplistic manner is not the way to do business. It is an extension of our powers that is not subject to appropriate debate, scrutiny, evaluation and assessment.

All legislation should be subject to such oversight. Very often legislation emerges, but a particular aspect of it may cause significant difficulty and can become problematic in some area or form. People then wonder how such legislation reached the Statute Book, but much secondary legislation is laid before the Houses of the Oireachtas in the form of regulations. It derives its power from the originating legislation, but is never subject to the same degree of scrutiny as the Bill before us. Notwithstanding that we are in favour of this Bill, we must take great care to ensure that whatever goes on the Statue Book is consistent with the legislative norms that apply, particularly in the context of company law. As the Minister of State said earlier, there is already a significant corpus of legislation concerning the implementation of various sections that have been enacted since 1963, and subsequently amended.

I wished to issue that caveat, which I have raised before concerning the Disease of Animals Acts 1996 and 2000. Many things that were said at that time have not been honoured. As legislators we should be slow to give any Minister the power to introduce measures through regulation. I am not referring personally to the Minister of State, Deputy Billy Kelleher. However, I have the deepest reservations about secondary legislation in the context of this and other Bills.

The Bill before us seeks to limit the potential exposure of the Exchequer to the cost of inspectors appointed upon petition or application by various parties or bodies. A company or its creditors could apply to the High Court pursuant to section 7 of the Companies Act 1990. From memory, there used to be a cap of £250, which petitioners had to pay towards the cost by way of security. That was the maximum by way of security towards the overall eventual costs that were arrived at. The security of costs could be sought for approximately £300 at the commencement of proceedings, which is covered by another section of the Companies Act, and ultimately when costs are being determined. These sums were fixed about 19 years ago and are now outdated.

The Bill rightly restores discretion to the High Court itself, which can then make its observations. It may decide to award all costs to the petitioner or applicant, or may decide not to award any. In that case, a person may have to bear the costs involved, but that is only fair depending on whether the application is successful.

I note that the office of corporate enforcement is protected under section 8. That office is judicious and does not embark on its investigations without a preliminary sorting of them. It is correct in that regard. Some people want everything to be investigated, but the Director of Corporate Enforcement uses his resources well in focusing and targeting the investigations. He has done an excellent job to date in that regard. Some of those investigations can cost millions of euro, so we must take cognisance of that. Those issues must be examined in great detail and nobody should pursue them as a frolic. They are always subject to great scrutiny and I salute the office for corporate enforcement for its work. The director examines such investigations very carefully before embarking upon them.

The Minister of State indicated that he will table another amendment on Committee Stage, but he did not specify its nature. We continually respond to various maters which arise and which may not be anticipated, and we all accept that. I generally support this Bill, subject to the caveats I have put in. The Minister of State should furnish us with the amendment he proposes to table on Committee Stage; otherwise, we will be landed with it without warning. It would be better to have it some days in advance so we can consider it. Perhaps the Minister of State can indicate if he wants this Bill passed before the Christmas recess, although obviously it is also a matter for the select committee. In the context of what my party leader said this morning, that will be a tall order considering we have only five or six working days from next week. Committee chairpersons will take note of the fact that the committee system could become pretty strained in the coming months in trying to deal with various matters.

See this speech in context