Submission on the review of the Protected Disclosures Act 2000
The IoD welcomes the review of the Act to ensure it is fit-for-purpose and meets international best practice standards. We support the overall intent of the review, but we are very concerned that small and medium sized organisations will be disproportionately burdened by some of the proposals for reform.
Read the submission on the review
Submission on draft NZX Guidance Notes
NZX consulted on new and updated draft Guidance Notes to support the revised NZX Listing Rules. The IoD’s submission mainly focuses on the Guidance Note on continuous disclosure. We suggested some improvements in relation to guidance on constructive knowledge and also urged caution with respect to hindsight bias. We also commented on the new Guidance Note on governance.
Read the submission to NZX on the draft Guidance Notes
Submission to the Tax Working Group on the proposal to introduce director personal liability for PAYE and GST debts of companies
The IoD strongly opposes the proposal to introduce director personal liability for PAYE and GST debts of companies in our submission. The prospect of director personal liability for company taxes is deeply troubling and may have far-reaching and unintended consequences outweighing any potential benefits.
Read the submission to the Tax Working Group
Submission on the reform of the State Sector Act 1988
Given that the State Sector Act is now 30 years old, the Government has initiated a review to ensure it is fit for purpose and meets the needs of a modern Public Service. The IoD’s submission focuses on governance related matters in the discussion document and, in particular, where Crown entity boards may be affected.
Read the submission on the reform of the State Sector Act 1988
How schedular payment rules apply to non-resident directors’ fees
Inland Revenue consulted on a draft interpretation statement on withholding tax on fees paid to non-resident directors. This is expected to be the last in a series of interpretation statements relating to directors’ fees. The IoD’s submission raises some areas where further guidance would be helpful.
Read the submission on how schedular payment rules apply to non-resident directors’ fees
Companies (Clarification of Dividend Rules in Companies) Amendment Bill
The IoD supports the Bill which will introduce a minor and technical amendment to the Companies Act 1993 to clarify that profits can be distributed differently across the same class of shares if this is set out in a company’s constitution.
Read the submission on clarification of dividend rules in companies
Submission on increasing the transparency of beneficial ownership of companies and limited partnerships
The IoD is supportive of measures in New Zealand to combat the misuse of corporate entities by criminals, and recognises the importance of law enforcement agencies being able to access beneficial ownership information of corporate entities. However, we consider a public beneficial ownership register is not a proportionate and appropriate response to MBIE’s concerns.
Read the submission on increasing the transparency of beneficial ownership of companies and limited partnerships
Submission on publishing directors’ residential addresses
The IoD strongly advocates that company directors should be able to publish a service address rather than their residential address for the purposes of the Companies Act 1993. We set out our reasons for this in our submission and discuss related issues.
Read the submission on publishing directors’ residential addresses
Submission on the review of the ASX Corporate Governance Council’s Principles and Recommendations
The IoD welcomes the review and the updating of the Principles and Recommendations to ensure that they are current, effective for good corporate governance reporting, and aligned with best practice. We comment on specific updates in our submission.
Read the submission on the review of the Principles and Recommendations
Submission on the development of the Zero Carbon Bill
The proposed Bill will be a significant policy development for New Zealand and will have a substantial impact on the economy and business. The IoD generally supports the intent of the Government to establish a long-term approach to climate change. However, we emphasise in our submission that organisations need clarity and certainty around the approach and commitments to climate change.
Read the submission on the development of the Zero Carbon Bill
Submission on the exposure draft of the NZX Listing Rules
The IoD strongly opposes the proposal to extend the continuous disclosure rules in the NZX Listing Rules to include constructive knowledge of directors and officers. However, we support other proposed director-related changes in our submission including requirements around director independence.
Read the Submission on the exposure draft of the NZX Listing Rules
Submission on the Privacy Bill
The IoD welcomes the Privacy Bill which will replace the Privacy Act 1993. It is essential that the Bill is fit for purpose, flexible for the future, comparable with the privacy regimes of our key trading partners, and meets international best practice standards. We support introducing mandatory notification of privacy breaches for serious breaches in New Zealand.
Read the submission on the Privacy Bill
Future of tax
The IoD supports the Tax Working Group’s review of New Zealand’s tax system to ensure it is fit for purpose and sustainable going forward. New Zealand has a highly regarded tax system with many strengths. However, it can’t stand still in this time of rapid change and uncertainty. Now is an appropriate time to stand back and consider what is working well and what can be improved to future proof the tax system. Our submission comments on the review at a high level.
Read the submission on the Future of Tax
Submission on management banning orders under the Fair Trading Act 1986
The IoD supports MBIE’s intent to introduce a provision to ban directors/managers of entities that breach the Act (on one occasion) and then go on to set up other entities and are involved in similar offending by those new entities. However, in order to prevent any unintended consequences we suggest the Commerce Commission provide guidance clarifying who is intended to be subject to the new provision.
Read the submission on management banning orders under the Fair Trading Act 1986
State Sector and Crown Entities Reform Bill
The IoD is concerned about reforms in the Bill which give the State Services Commissioner increased powers and shift a level of control away from Crown entity boards to the Commissioner. This shift diminishes the Crown entity governance model, the fundamental role of the board to manage CEOs and hold them to account, and the board’s relationship with the Minister. It will also deter skilled and experienced directors from putting themselves forward to serve on Crown entity boards.
Read the submission on the State Sector and Crown Entities Reform Bill
Submission on the criminalisation of cartels
The Commerce (Criminalisation of Cartels) Amendment Bill introduces a criminal offence for cartel conduct. In our submission we oppose criminalisation because we believe the current civil regime prohibiting cartels is a sufficient deterrent, and introducing a criminal offence may be detrimental to business and New Zealand as a whole.
Read submission on the criminalisation of cartels
Submission on the Trusts Bill
The IoD welcomes the Trusts Bill which will replace the Trustee Act 1956. We generally support the Bill and its purpose to restate and reform New Zealand trust law. We particularly support the inclusion of mandatory and default trustee duties. Our submission discusses governance and specific trustee-related matters and issues with the Bill.
Read submission on the Trusts Bill