Alice-Mary Higgins (Independent) | Oireachtas source

I see a clash. The Minister of State has said again that it is an advisory capacity and so forth. Again, the legislation explicitly says, "consenting or refusing to consent to, any action proposed by the general partner" - that is not advice - "on behalf of the investment limited partnership and exercising any powers or authorities" as a board member. We need to be clear. The Minister of State has repeatedly stated this is a consultative role but the power, as given, is directly a power of consent or non-consent in that regard.

According to the definition of "beneficial owner", a beneficial owner is somebody who is entitled to, or controls, more than 25% share, or more than 25% of the voting rights. If limited partners own 30% or a large amount of shares and so have those voting rights, and if an individual, for example, owns 20%, the fact that he or she owns 20% of the shares might not make him or her a beneficial owner but the fact that he or she controls 30% of the vote does make him or her a beneficial owner because of the rule we have on how a majority of limited partners is determined and the fact that the outcome of any vote - or the decision in terms of any majority vote - is determined by the shareholder who has the majority of shares who is a limited partner. Again, that person with 20% will determine how the 30% of voting rights is used and, thereby, is effectively a beneficial owner. My view is based on the definition here. One cannot have a tautology where we say he or she is not a beneficial owner because he or she is not a beneficial owner. The definition of beneficial owner is based on the control of ownership of shares or the control of vote. The mechanism set out later in the Bill allows for an individual who might be a limited partner in terms of share level to, nonetheless, exercise a level of control of vote that tilts him or her over the 25%. Clarity is needed because one is really looking at somebody who is being a limited partner and if that happens then he or she needs to be treated with the same liabilities as a beneficial partner.