Paul Coghlan (Fine Gael)

I move 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;".

This section relates to directors' compliance and related statements, about which all of us got worked up on Second Stage. The reason I have tabled the amendment is to simplify the relevant obligations, allow the report to acknowledge if a report has been made to another regulatory authority and confine the compliance statement to large companies. Everyone acknowledges companies, accountants and auditors should comply with the law. Accountants and auditors are subject to significant whistle-blowing obligations. They are operating those legal provisions, as attested to in a recent article in The Irish Times.

This section, however, requires public disclosure of problems, even if they have been reported to the relevant authority for investigation. This requirement for public reporting will have serious consequences for all companies and directors as it could effectively result in self-incrimination. If a breach has previously been reported to the appropriate regulatory authority, further disclosure should be unnecessary.

The scope and complexity of the compliance statements proposed in the Bill will have a significant impact on Irish businesses. The Bill places an onerous requirement on the directors of all companies to make a positive statement that the company has complied with all tax, company and other relevant law and disclose the nature of the breaches, regardless of whether they have previously reported them. Given that the relevant obligations as stated are extremely wide, potential breaches of foreign tax and company law relating to subsidiaries and potential breaches of competition law, environmental law, etc. will require disclosure. Auditors and accountants without the necessary expertise will be asked to adjudicate on these areas, which will involve significant additional costs and go considerably further than comparative legislation in the United Kingdom and the United States. As the primary concern of the State is compliance with Irish tax and company law, the relevant obligations should be defined as such.