Support for removing director home address publication requirements

The Companies (Address Information) Amendment Bill is intended to address directors’ privacy and safety concerns arising out of publication of their residential address details on the Companies Register. IoD Chief Executive, Kirsten (KP) Patterson CMInstD, and Governance Leadership Centre General Manager, Guy Beatson CMInstD, recently made oral submissions to the Economic Development, Science and Innovation Select Committee (the Committee) in support of its written submission on the Bill.

Non-publication of directors’ home addresses is a long-standing, serious issue

Removing publication of directors' home addresses on the Companies Register has long concerned New Zealand directors. Our 2017 Director Sentiment Survey confirmed 79 per cent of directors favoured publication of a service address instead of a residential address on the Register. The issue remains the largest concern of all directors in the 2023 ASB/IoD Director Sentiment Survey, particularly for the directors of listed companies.  

IoD has been advocating for change for more than seven years

The IoD has been advocating since 2016 for change to this publication requirement, to promote director safety. We have supported the introduction of alternative solutions to enhance and improve the integrity of the Companies Register to ensure the efficient and transparent compliance with legal obligations by companies and those who run them.   We have consistently advocated for the removal of all directors’ residential addresses from publication on the Companies Register and substituting them with a service address.  Providing the latter would ensure that contact with, and service of legal proceedings on, directors can still be made, without the threats to their safety they currently face.

This Members’ Bill has a very narrow focus, which, if passed, would require directors to apply to have their residential address on the Register replaced with an address for service having made a statutory declaration about the harm they or their family would face, and paid a fee.  The Bill maintains the current home address publication requirement for all directors. 

Our submissions to make the Bill effective in reducing harm

Although limited in its scope, the Bill provided an opportunity to advocate for wider change. We supported the intent of the Bill because of the harm being caused to our director members.  We welcomed the recognition that director home address publication could result in harm to them or their families as we documented extensively for the Committee. 

However, we said the Bill would not achieve its objective, and recommended improvements to it, to better balance protecting all directors’ personal safety and privacy with public accountability requirements.

We recommended the Bill’s requirements should be reversed. Rather than maintaining the publication requirement and enabling applications for substitution with an address for service, non-publication should be the starting point. 

We said that to meet the Bill’s objectives it needed to amend the Companies Act 1993 to:

• Remove the publication requirement for ALL directors' residential addresses on the Companies Register
• Require ALL directors to provide an address for service for publication on the Companies Register. 

Our recommendations do not affect the Registrar’s ability to obtain and use residential address information to verify a director’s identity. These details are currently required to complete company registration and should be kept for the Companies Office internal use only.

Similar submissions from many others

There were numerous submissions made on the Bill, with many supporting our recommendations that the Bill needed to go further than it did to improve director safety. 

The Privacy Commissioner supported the Bill but noted “the proposals need to go further to fully deliver on the policy intent of upholding privacy and protecting individuals from harm”. He expressed support for avoiding the “substantial intrusion on individuals’ privacy by publishing home addresses” by changing the default – that is allowing directors to have an address for service published instead of a home address. 

The New Zealand Police also supported the intent of the Bill and considered the ability to provide an alternative address on the Companies Register a necessary mechanism to protect the safety and privacy of people in our communities.  Police noted the increasing levels of intimidation towards people in the public eye. In its view, recent cases involving individuals with a publicly available address on the Companies Register being subject to unwanted behaviours, highlighted concerns for safety.  It considered that protecting personal information is important due to the increasing threat levels for public figures and other at-risk individuals, including Members of Parliament.

Law firm Russell McVeagh told the Committee, “the Bill should be amended so that directors may choose to provide an address for service or their residential address at their own discretion and without having to meet the threshold currently considered by the Bill”. 

Law firm Chapman Tripp also submitted support for the broad intent of the Bill, to allow directors to use an address for service rather than their home addresses on the public-facing Register of Companies. They considered provision of an address for service didn’t need to be limited to the situations set out in the Bill, where an applicant director may be subject to physical or mental harm. They submitted that all directors should be entitled to provide an address for service for publication on the Register, in any situation where they wish to keep that information private.

Many other submitters supported amending the Bill to entirely remove the requirement for director's residential addresses to be published on the Companies Register. 

In line with many others, we also submitted that any reform to end the publication of directors addresses on the Register, should apply equally to shareholders, as well as amending historic Companies Register address information.  

What happens now? 

Having had its first reading on 20 March and referred to the Committee for its consideration, the Bill is due to be reported back to the House of Representatives on 20 September.

Should this Bill be passed in line with our recommendations, it would be a useful interim step, while we continue to advocate for wider reform of the Companies Act 1993. We submitted these changes to improve director safety needed to be made urgently, to address the ongoing and increasing risk of harm to the safety of all directors and their families. 

Earlier this year the Minister of Commerce and Consumer Affairs said he would be considering Companies Act 1993 reform, which may include changes to the directors’ residential address publication requirement.

We will be closely following developments on Companies Act changes and the Committee’s deliberations. We will update you on major developments as they occur.