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Companies (Directors Duties) Amendment Bill (Consistent) [2021] NZBORARp 71 (11 October 2021)

Last Updated: 30 November 2021

11 October 2021

LEGAL ADVICE

LPA 01 01 24

Hon David Parker, Attorney-General

Consistency with the New Zealand Bill of Rights Act 1990: Companies (Directors Duties) Amendment Bill

1. We have considered whether the Companies (Directors Duties) Amendment Bill (the Bill), a member’s Bill in the name of Dr Duncan Webb MP is consistent with the rights and freedoms affirmed in the New Zealand Bill of Rights Act 1990 (the Bill of Rights Act).
2. The Bill inserts new subsection 5 into section 131 of the Companies Act 1993. Section 131 sets out the duty of a director of a company, when exercising powers or performing duties, to act in good faith and in what the director believes to be the best interests of the company.
3. New subsection 5 inserts several environmental, social and governance factors that a director may, when determining the best interests of the company, take into account.
4. We have concluded that the Bill appears to be consistent with the rights and freedoms affirmed in the Bill of Rights Act.
   

Jeff Orr

Chief Legal Counsel Office of Legal Counsel