Companies act amendments passed
morning, designed to update one of the thickest laws in the Island's statute books.
"It can been said that this bill is market driven,'' Parliamentary Secretary for Finance Sen. Wendell Hollis told his colleagues.
It was designed to meet the changing needs of companies -- accounting for modern inventions like paperless shares and telephone directors' meetings, for instance, and eliminating the need for so many special Acts of Parliament to create new international companies.
He said the goal was to strike a balance between making the act "user friendly'' and protecting shareholders, creditors, and the Island's reputation as an international business centre.
Other changes included: Repealing a prohibition on companies providing financial assistance to help employees buy company shares. The goal of employee participation was laudable, Sen. Hollis said, and would help worker-management relations.
Removing the requirement for directors to have shares. At present, directors often have one token share to meet the requirement.
Removing the requirement for a company to have at least two local directors.
Local representatives may now be substituted.
Allowing companies to move into Bermuda -- and move out -- without special private legislation.
Opposition Senate Leader Sen. Alex Scott said most members didn't have the advantage of a legal background that had allowed Sen. Hollis to digest the complex legislation. He suggested that, in future, Senators be presented with copies of the original act that was being changed.
He said the Opposition supported the amendment but there were "a few points of caution, points of concern''.
International business was so vital to Bermuda that it deserved a Ministry of its own. Some people in international business have "looked askance'' at this idea but the Ministry would be one like Tourism, which is designed to promote and assist an industry.
While the legislation was "market driven'', Sen. Scott said it was important not to automatically approve every change an industry wanted. Removing the requirement for local directors went "to the limit'' of what should be allowed; he wondered if local representatives had the same degree of responsibility for their companies.
Independent Sen. Joe Johnson , who is also president of the large international company American International in Bermuda, had a long list of technical questions for Sen. Hollis.
He was particularly concerned about provisions that would allow the Registrar of Companies to end a liquidation.
But he said the legislation should help companies and speed up the incorporation of companies in Bermuda, while ensuring the high integrity of the Island's reputation in international business.
Sen. Jerome Dill (UBP) described the changes as the first major revision to the Companies Act since 1984.
Answering concerns expressed by Sens. Scott and Johnson, he said provisions giving the Finance Minister the right to disapprove the move of a company out of Bermuda without any right of appeal was no more power than the Minister had over the incorporation or movement of a company into Bermuda.
Sen. Woolridge said he was concerned by this provision. It opened the door to discrimination. He expected no Minister to abuse his power. But justice must not only be done, it must be seen to be done.
Government Senate Leader the Hon. Michael Winfield said many jurisdictions were competing for a finite amount of international business, and many were trying "to get in on our act, and some are doing so without the balances and checks that have gained Bermuda its reputation''.
Sen. Wendell Hollis Sen. Alex Scott Sen. Jerome Dill.