Joe O'Toole (Independent)

I thank the Tánaiste for going through that. I do not know why she felt I had criticised her personally. If I did, it was not my intention. I do not take that road. I hold the Tánaiste in the highest regard and I do not need to go down the road of personal criticism, as she well knows.

The Tánaiste has crystallised the point of disagreement between us. She cannot stand over a situation in which directors must get advice from lawyers, consultants or whoever it was she mentioned before they can sign off on something. It would be neither acceptable nor necessary. If one runs a company, one puts structures in place and does one's best. That is the end of it. If we are passing legislation that outlines the requirements in question, we must revisit all of it. This is where the costly heavy touch and over-regulation come into play. The section appears to imply someone can be a company director for a year and sign off on meeting after meeting decisions with which people are happy, until the day on which he or she must sign off on a compliance statement.

I chair a number of finance committees. A finance committee goes through a matter and reverts to the board with its case about which the board asks questions. An element of trust is involved, just as there is with a board's audit sub-committee. Companies of the size in question have audit committees to go through the issues in question. It is the case that, somewhere along the way, a director will ask what is in place to ensure a company complies with health and safety, environmental or other regulations. The company will receive a report. We are not saying the company director must spend the weekend going through what was put in front of him or her. The director must have trust and confidence in the report, which is all a court can ask of him or her. The director formed an opinion based on the putting in place of what he or she considered to be appropriate structures.

One cannot stop fraudulent or illegal behaviour or hold company directors responsible for it. Neither can one set out auditors to be bloodhounds. They are watchdogs. They determine whether something is done inasmuch as they can form their judgment from what they receive. That is stated in the 2003 legislation, although I am unsure as to whether it is referred to in my amendment. Auditors form their judgments based on the information made available to them. There is an argument for an in-between position, namely, that the legislation can be written in such a way as to make the compliance statement refer to the issues of revenue taxation, financial accounting and governance only. I do not agree with this argument, but it is an in-between position. In other words, one would deal with the issues about which one has expressed a concern.

My amendment does not add to the burden on directors in any way. Rather, it reduces the burden and the number of companies. However, it requires that they reach a conclusion based on how they have done their work in the course of a year. Surely this is as much as anyone can be asked to do. It is a reasonable requirement in that situation.

I welcome the Tánaiste's comment on holding further discussions. She stated she took what came from the Office of the Director of Corporate Enforcement, ODCE. While I accept her statement and do not challenge it in any way, will she ask the Director of Corporate Enforcement for his opinion on my proposal? Is he in favour of its inclusion in the legislation? Let us hear the answer. When I saw him recently, I was dying to ask him that question, but I did not want to compromise him in any way. The Tánaiste can ask him the question on behalf of us both. I cannot imagine he would not support my proposal, seeing as how it was his proposal to the Company Law Review Group, in which he has no interests. His only job therein is to ensure companies comply with the law of the land, governance is adhered to properly and standards of audit are acceptable on behalf of the public good.