Tobacco company directors flout home address law

Friday, 22 June 2018

British American Tobacco's office is at 2 Watt Street, Parnell, Auckland. Three of its directors have listed the office as their 'residential address' on the Companies Office register.

Directors' bid to keep their home addresses secret looks set to succeed, but some are already choosing to flout the law.

The Ministry of Business, Innovation and Employment (Mbie) said it favoured directors being able to put an 'address for service' rather than their home addresses on the Companies Office public register, which is searchable online.

Directors in controversial industries like fracking, oil drilling or tobacco particularly feared for their safety if their home addresses were known, Mbie said.

But some tobacco company directors have already decided to keep their home addresses secret, despite the requirements of the Companies Act, including three directors of British American Tobacco.

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Tobacco is one of the controversial industries in which company directors fear for their safety, said the Ministry for Business, Innovation and Employment.

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Angus Mason Guerin, Alastair Mark Duncan, and Edward James Mirana are all directors of the New Zealand arm of the muti-national tobacco giant, and all list their residential address on the Companies Office as 2 Watt Street, Parnell, Auckland, which is the company's New Zealand headquarters.

The company's spokeswoman Janice Thein said the company had decided not to reveal the directors' addresses over fears for their safety of the three directors.

'It's a conscious decision the business has made,' Thein said.

'We have made that choice for the safety of all our directors.'

In its consultation paper proposing to let directors keep their home addresses secret, Mbie said the Companies Act 1993 required that each company's record included the 'full name and residential address of each director', and 'The Companies Act requires the register, including all documents on it, to be publicly accessible'.

There are penalties of fines up to $200,000 for providing false information to the Companies Office, and even imprisonment.

'If the Registrar is made aware that an address listed on the register may be incorrect, the Companies Office will write to the company reminding them of their obligations to provide accurate information,' an Mbie spokesman said.

'If there is no response or compliance then a notice under s365 of the Companies Act 1993 (Act) will be sent to the company requesting either evidence to support the information on the register or to update the information.'

If it didn't respond, the company could be removed from the register.

Over 100 companies have been removed from the register in the 2017/18 financial year for failing to comply with a request to confirm or correct residential address information on the register, he said.

The Ministry of Business, Innovation and Employment says directors of companies in some controversial industries like deep sea oil drilling fear for their safety if their home addresses are known.

'At all times the onus is on the board of directors of a company to ensure that all information provided to the Registrar of Companies is accurate, including the residential addresses of its directors,' the spokesman said.

He encouraged the public to use its online complaints form to dob in directors who provided false home addresses to the Companies Office Integrity and Enforcement Team.

But, Mbie acknowledged there were directors with legitimate security or safety concerns due to the controversial industries they worked in.

'This group includes directors whose companies are high profile or whose companies are engaged in activities which some people morally object to (for example companies involved in fracking, oil drilling or tobacco),' Mbie said.

'These directors fear that the objection to their companies' activities could be personally directed at them or their families, as a result of the publication of their residential address.'

The requirement for a residential address on the Companies Register was a measure designed to help identify a director, but Mbie has a plan to introduce unique director identification numbers which could pave the way for directors to keep their home addresses secret.

Michael Midgley, chief executive of the Shareholders Association supported the introduction of director identification numbers, and allowing directors to keep their addresses secret, providing an address for service was listed for each director.

'It's not fair on the families of company directors when truck loads of manure are left on their driveway, or their children are abused on the way to school,' Midgley said.

Overseas bankers' homes have been targeted by angry customers, including the stoning of the home of Royal Bank of Scotland's former chief executive Fred Goodwin in 2009 after the bank had to be bailed out by the taxpayer while Goodwin continued to draw a pension of £700,000 (NZ$1.3 million) a year.

Mbie acknowledged that not all company directors were listing their correct home addresses, some in a bid to make it hard for people to link the companies they controlled.

'In a few cases, directors may deliberately use a variety of residential addresses to reduce the likelihood of their company portfolio being connected,' Mbie said.