Governance Bites #107: director liability, with Steven Moe

In this episode, Mark Banicevich asks Steven Moe about the liability of directors. They discuss penalties for breaching the core duties in the Companies Act 1993, and also list several other Acts of Parliament that enact director liability. They discuss potential penalties and defences, and whether there may be liability under common law or contract. Steven outlines steps directors can take to minimise their personal liability, and shares an example of directors found liable for breaches. Steven also shares advice for a director who identifies a potential breach of a director duty. 
Steven Moe is a Partner of commercial law at Parry Field Lawyers in Christchurch, and an experienced director. Steven qualified as a lawyer in New Zealand, and worked for more than a decade on corporate transactions worth billions of dollars while based in London, Tokyo and Sydney. He has written several legal books, including “Start-ups legal toolkit”, “Social Enterprises in New Zealand: and “Capital raising for founders”. Steven also facilitates governance law on the Company Director Course for the Institute of Directors (IoD). His Seeds Podcast, which he founded in 2017, has almost 400 episodes, interviewing interesting people about their lives. He also hosts the Board Matters podcast for the IoD, now in its third season. 
Steven Moe’s profile on LinkedIn (he is happy to connect with you): https://www.linkedin.com/in/steven-moe-0b3b008a/
Seeds podcast with 430+ interviews www.theseeds.nz
Board Matters podcast https://open.spotify.com/show/6aHNCIYEOwqoghkGlwKruU 
Parry Field Lawyers governance resources: https://www.parryfield.com/advisory/governance/governance-essentials/
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #ceo, #governancebites, #boardroom, #director, #liability, #directorliability

Transcript

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Well, kia ora everyone. This is Steven Moe. I work as a lawyer here in Aotearoa New Zealand, and I do a lot in the area of governance, so I'm really looking forward to the topic of this conversation on director liability. Hi, welcome to Governance Bites. My name is Mark Banicevich, and as you just heard, I have the pleasure once again of spending time with Steven Moe. Steven, thank you very much for your time. No problem. I'm looking forward to this. This is a topic actually I've had on my list for quite some time because the duties in the Companies Act [1993] are very easy to find, section 131 to 137, but the liabilities aren't so easy, and of course, the liabilities don't just sit in the Companies Act. They sit in other Acts as well. In fact, I'm sure on a plethora of Acts. So, I guess to start off, we won't be able to go into this in a huge amount of depth because it's going to be such a massive, massive topic, so it might be a bit of a helicopter view, but to start with, what are the potential penalties for breaching the duties in the Companies Act? Yeah, this is a great topic, and I'll send you some links to things so people can click and find out a bit more about director duties and stuff. Magic. Thank you. Yeah, we have a guide for basically companies, and part of it goes into this, so I'll send it through. I think the starting point, as you said, there are these director duties. So, this is in the Companies Act, sections 131 to 137. The way I describe it is that if you do section 131 and 137 right, then probably all the others will fall into place. So, the 131 is about acting in the best interests of the company and in the way that the director believes is doing so. So, it's a subjective test. In other words, it's not the perfect director. It's you, like or me. So, you can take some comfort from this because it's you acting in the best interest of the company. And then section 137 provides a reasonable director test. So, it would, what would a reasonable director do with the same information and situation? If you can get 131 and 137 right, the others are probably going to fall into place. It's 135 and 136 that are the most often where the liability comes. So, 135 and 136 is basically if you're acting in a way where you're trading recklessly or you're incurring obligations that you know you can't fulfil. So, you and I were directors of a company, no, we'll make it them, those two people, they're directors of the company, and they look at each other and go, "Should we sign this $10 "million contract or not? We have $100 left in the bank account." So, if they knowingly trade recklessly, if they, like, "We know what we're doing, and we are entering into this contract "that we know cannot be fulfilled," and then you go into liquidation and there's, you know, recovery liability proceedings brought by the liquidator, they're the ones who usually bring the proceedings, then we would probably, or those people would probably have been, have breached their duties, and because they knew what they were doing, they incurred obligations that couldn't be met, and there was loss as a result. So, in that situation, the judge, assuming it came to this, they would say, "Well, you knew what you were doing. You breached your director duties,"and therefore you're liable, and I'm going to accredit this amount of the amount that is owed to you because you as directors should have known better, but you went ahead." So, an example, we talked about this before, but an example would be Mainzeal. It's just a high-profile one. Yes. Where the directors were liable for $36 million [$39.8 million] of the, I think it was about $110 or $120 million [$110 million]. So, the judge said, "Of all the liability of what happened in this situation, I'm pushing this "portion," so basically one third, "to you as the directors. Like, it was down to your breaches"of duty." So, that's the first part of that answer. Then the second part of the answer is, if it's serious enough, so those are kind of, in a way, they're like fines or or penalties. Like, you have to pay this amount. It's almost remediation, is it? Yeah, exactly. So, that money, I'm not an expert, because I'm not a litigator. Yes. But my understanding is that that money would then go in to then hopefully go towards the creditors. Yeah, or whoever was owed the money that they would eventually see some of it. So, that's the first type of liability. Then the second type would be, we were, no, those people were so bad that they actually were acting negligently and were acting fraudulently. So, this is the next level of beyond just, "Should we sign the contract or not?""Yeah, let's sign the contract." Like, we breached our duties doing that. This is getting into the next level of territory where. This is the punitive damages. Yeah, exactly. This is saying, "We know this is wrong, "but we're going to take that money," you know, or "We're going to do something illegal," or "We're "going to negligently or fraudulently try to get money from this or take it from from that." Or so that's like another, but that's more the criminal side. So, rather than the civil. So, the civil liability, I would expect, would be up to the value of the contract potentially, right? If you're signing for a $100 million contract, you could be on the hook for up to $100 million, but the judge would decide what portion it's going to be. Yeah, that would basically be right. And your punitive liability, as you say, that the more criminal side of where they're hitting you with a stick, what's the potential magnitude of that? I can't give you the exact numbers, but it would, it could be substantial. And here's the other thing to remember. It's not just about the money. It's about the reputation, because will you ever get another board position if you've been held criminally liable for breaches of director duties? It would be pretty hard to put on your CV, so I, I doubt that that would be, yeah. Absolutely. For criminal liability in particular, right. If it's civil stuff, mistakes are made, and you may learn from it, but criminal liability is more along the lines of, you did something wrong, and you really, you did something wrong. Yeah, well, there's, but the point is, there's flow-on impacts of this stuff beyond just potentially, I think they could be removed from the ability to hold directorships, as well, if it was serious enough, but beyond those sort of, the criminal and the civil and the, you're disqualified as a director, there's the societal impact. Like, imagine opening the business news and seeing your name in an article about a liquidation and how you had breached your duties. Absolutely. Like, psychologically, from am employment perspective, from a, where am I in society? It must just be hell. So, there's more to it than just how much money did you get fined. Yeah. There's the flow-on implications. The Mainzeal thing, just last year, somebody complained to the IoD [Institute of Directors] that one of the directors on Mainzeal was a member of the IoD, and so they investigated. I can send you the link. It's really interesting, and they concluded that this person should not be a member for a certain amount of time. Right. So, this is like 12 years, 13 years later, and it's still having full-on impacts. Impacts, wow, that's amazing. Do directors have any other liability defined in the Companies Act, other than the breach of those duties? I guess it would depend what it was that they were doing. So, if you went out, for example, and you were raising money from potential investors and you didn't do it in a way that was compliant with the Companies Act, - Product Disclosure Statements [PDS]. - yeah, and Financial Markets [Conduct] Act 2013, and we may talk about that as well, then, yeah, you could be liable. Or basic things like, there's actually cases of this, but we've got some shareholders here, and some shareholders there, and we like those shareholders, but we don't like those shareholders. So, let's issue more shares to the ones that we like and dilute those ones that we don't like, so that there's not a takeover. So, that's a breach of one of the duties, which is exercising powers for proper purpose. Right. So, that could be another form of, yeah, I guess liability. That's actually, it's interesting that you raise that, and maybe it's a topic for another day. That particular duty, I've always found really interesting because the heading says, "Directors shall"exercise the duties for proper purpose." Proper purpose, yeah. And then the substantive content of the section says, "Directors must exercise their duties for proper purpose." Yeah. And I thought,"Why is that?" "What does that mean?" Yeah. Well, that's, so it's a UK [United Kingdom] case. And in the case, it's just what I said. There were directors that they didn't like those shareholders, so they diluted them. So, this was a power that they had. They could issue shares. That's a power of the directors, but they were not doing it for a "proper purpose", because they were doing it to dilute those ones. Instead of to raise capital. Because they knew if those other people had more than 50%, their first decision was going to be to remove the directors. Wow. So, it was a very selfish reason that they were doing it. What an interesting case. Yeah, yeah. I can send you the link to it, if you're, afterwards. And I know you've got, there are duties for directors under the Health and Safety at Work Act [2015]. You mentioned the Financial Markets Conduct Act in terms of issuing product disclosure statements. Yeah. Also, if you're a licensed entity, for example, the financial advice providers, they have, if they're a company a liability of up to $5 million for the breach of their duties. Or I think it's three times the pecuniary gain [or averted loss], or there's one other item as well that it can be, the magnitude of the liability [value of the contract, section 490]. Are there any other major pieces of legislation, Privacy Act [2020] is another one. Yeah. Are there any other major pieces of legislation that directors need to be aware of? I love having these conversations with you because you bring so much great knowledge, and so you've seen it yourself. I would say those would be some of the major ones. The other one maybe to throw in would be the Commerce Act [1986]. So, this is about competitive behaviour or anti-competitive behaviour. Yes. So,"Hey, hey, John, do you want to catch up for lunch?" "Yeah, sure, let's do it." "What pricing are you using?" So, this is with a competitor. Yes. "Let's, let's increase the prices by 55%, and "then the customers won't know," you know, like that's anti-competitive behaviour. It's collusion, and that would get you a lot of liability, as well, if you were knowingly, you know, going out and price fixing. And so, that's a big no-no, as well. Health and safety, right now, it's really in the spotlight because of the Ports of Auckland decision. Yes. So Tony Gibson was the CEO, and he's been held liable for the awful situation of somebody dying, because the something fell on the person. Yes. That's actually a really interesting one because the directors were not liable. I'm writing an article on this because I'm really curious. I think the answer is that the CEO was very, very focused on the health and safety and took it on board as their responsibility, but I still have trouble. I don't know why Maritime NZ didn't bring a claim against the directors, as well as the CEO. Yes. So, the company had to pay fines, like they pled guilty, but why weren't the directors also included? Yeah, that's interesting. And we don't have a corporate manslaughter law in this country, where there are many other countries. I think another act that most directors need to be very aware of is the Fair Trading Act [1986]. Good one, yeah. No misleading advertising, and so forth. Misleading and deceptive conduct. And yeah, that's right. Yeah. and I mentioned FMA [Financial Markets Authority] just to be clear, if you're a director of a company and you go out to raise money, so raising funds from people. Could be equity, which means I'm issuing shares, could be debt, which means you're loaning me money, then you have to provide the general public with a high level of information, something called a PDS, so like a, - Product Disclosure Statement. - if you're going to the retail public. That's right. If you're going to the retail. So, this is a question for your boardrooms is, "Who are we going to raise money?" Because probably knocking on Mrs. Smith's door and saying, "Would you invest $100 in our company?" is a shortsighted approach because of the amount of information you have to provide. Probably better to look for the exemptions. So, the Financial Markets Conduct Act has exemptions, for example, a small offer exemption. So, if you're raising less than $2 million from less than 20 people in a 12-month period, you can fit that exemption. Right. And the other exemption is wholesale investors. So, wealthy people who should know what they're doing. But if you go out just to the general public and say,"Hey, come and invest in my amazing startup, and yeah, we're going to have profits of $10 million"next year," you're going to get in trouble. I find that wholesale exemption quite an interesting one, too, because as you just suggested, one of the major ways of meeting the wholesale definition is through size, by having $5 million worth of [net] assets or $5 million worth of turnover in two consecutive years. Why does wealth suddenly mean that you understand investments? Well, yeah. If you're wealthy, you must know about money, and therefore you're in the club. I agree. It's kind of arbitrary in many ways, but I guess if they're trying to think of, who don't we have to give information to, well, and you know, they might even get it self-certified by the accountant or the lawyer saying, "Yes, they know what they're doing." "I know what I'm doing", yeah. So, it's the whole system. Eligible investor. Like most things in life, once you start unpicking it, you're like, "How did we come to this policy"position?" Little bit flawed. Yeah, yeah. Yeah, yeah. It's like, you know, but you asked about liability. Let's be really open about this. I don't think we go far enough in terms of liability. There have been some examples where directors of companies have misled the public or acted fraudulently or breached their director duties, some of the finance companies back in 2008. Yes. Like there's some examples, and the only consequence for those directors was things like 150 hours of community service or a fine of $25,000. But people lost their houses or, you know, they lost everything. Their life savings. Yeah, exactly. So, dare I say it, but just because someone has a title, does that mean that they shouldn't also be subject to the rigour that's applied? If I can't feed my family and I steal a loaf of bread, I'm going to jail, you know what I mean? So, it's like this weird. Where's the equity in this? Yeah, it's the white-collar crime is like, "Yeah, you get 200 hours of community service or something," but if you robbed something, but it was because your children were starving, you know, like I'm making it all- There's some necessity involved in that example. - black and white and everything, but you know, it the the principle is, like, that person is probably going to jail for three years, but if you lost $120 million, then you get a little fine. 200 hours of community service. Yeah, so the system itself is broken. I don't know if anyone wants to realise that, but that's the truth. It's an interesting point that you raised, too, because quite often the legislation will have a potential magnitude that may be in many cases quite realistic, - Yeah. - but it's the sentence that's handed down that is very minuscule, and it it really comes back to this debate that's been raging for some years around sensible sentencing, right. Yeah. And the other, just to finish this topic, because it's dear to my heart, I had a client approach me, the elderly couple, life savings invested into a startup company. That startup went bankrupt, went bust. Guess what the director did? Set up another company doing exactly the same thing. Guess what happened to that company? It went, liquidated. Set up another company. So, I approached the FMA [Financial Market's Authority], Companies Office, MBIE [Ministry of Business, Innovation and Employment]. I wrote to everyone and said,"This person, I can see the track record" - They're a recidivist. -"of the companies. They're setting up Phoenix companies,"jumping from this, to this, to this," but it's like pulling teeth to get the authorities to say,"We will do something about it," even though I knew the name of the person and I knew the companies and there was a clear track record of like moving through, and this couple, it wasn't like they'd lost large sums in the big scheme of things, but for them it was their life savings. Wow. And so I've felt for a while, we need to do better by those people. And that's almost a limitation of the whole limited liability construct of a company, right? You fold the company up, that legal person is now dead. We're giving birth to another legal person, - That's right. - and it starts with a clean slate, and what we're having here is a scenario where the director and the senior management aren't getting caught and barred from being a director for misbehaviour that's happened earlier. That's it. So again, it's a sentencing issue. Yeah, it's a good way of phrasing it. Yeah. As we said, there's going to be some changes hopefully to the Companies Act [1993] coming up this year or next year, so these are the types of things that we as concerned citizens can raise where we see flaws in the system. Yes, absolutely. So, we have had a number of pieces of legislation that we've talked about. Each of those pieces of legislation have, and we haven't talked about magnitude of numbers, but there are some quite large values, particularly when you get things like, as you say, reckless trading, where you, director's signed on for a large contract, then even just in the damages, the remediation side of that, - Yep. - it could be up to the value of that contract, not to mention the punitive damages. You hear very easily Fair Trading Act [1986] cases with $300,000 fines. These are now talking about government entities that are bringing criminal, or in some cases they've got a civil bar, to these cases, but the money is being drawn in for the state or a state entity rather than for the for the affected people. So they can be very large penalties, but as you say, one of the challenges we have at the moment is the sentence that's being handed out, or the penalty being handed out is often quite small. Yeah. The message can almost be for directors at the moment, maybe it's not such a big issue, but of course, there are other huge cases that come out as well, such as the health and safety cases that you talked about. And you mentioned the Ports of Auckland case, but there was also a case I remember a few years ago about an accident, I think that happened in a cycling competition, and these are often sports where people are volunteers and things offering their, giving their time as directors, so they're not being compensated for it, but they still carry this liability, so it is a very serious duty to take on to be a director. Yeah. It is. I don't think we emphasise it enough. And as we were talking about in one of the other sessions, there's no training to become a director. Like, you literally fill in a form, you sign a piece of paper, and that's it. Yeah. And so, I think we should, we could do better at governance training. Like, if people watch this type of thing, it would raise the awareness of, "Oh, this is actually quite serious."I need to take it seriously." Absolutely. Yes. Are there any common defences that directors have for breaching these obligations, these various obligations we're talking about, and what sort of activities or behaviours or tools could directors have to reduce their risk in these spaces? Yeah, this is a really good point, and I think that the main thing would be showing by looking back at the minutes that you did discuss the issue and then you made a decision about whatever it is. So, I mentioned like, "We're going to sign this contract," and that might have been a totally legit, no problems decision, but you should document why you're making that decision. And, you know, "We're expecting this other payment to come in. We're about to sign"this other contract over here. Therefore, we're deciding to sign this $10 million contract." So, it's like documenting things clearly, recording it in the minutes, "Here's the issue,"here's the things we talked about, here's the decision," and then ultimately, to protect you, if you disagree with the decision of the board, making sure that it's recorded in the minutes, - Right. - so that there's evidence that the board talked about it, everyone else thought it was a good idea, you objected, and it's recorded. And the reason for your dissent, as well? Yeah, probably, yeah, you could put in the reason, yeah. And I would say in the reasons for the decision, you probably want to talk about what are the benefits, what are the costs, what are the risks. Which may be board paper. Yep. And then it'll only be the key things that you drew out in the conversation that would be in the minutes. Yep. That's a good point. That's a good way to summarise it. Yeah. Right. So, there are ways to protect yourself, you know. And primarily, as you say, the best way to protect yourself is to make sure that the key points of the discussion and the reason for the decision are recorded in the minutes, because they are an official record of the company that can then be used in those, - That's right. - in court. Right. Great. Thank you. We've talked about legislation. Do directors also have any civil liability under the common law, or under contract? Yeah, they could. Yep. It depends, you know, it's classic lawyer answer, "It depends," but it does depend on what the contract says. And just as an example of the contract. Contracts are private agreements between that person and that person, or that company and that company. So, it's possible that there would be something put in the contract that you have to make sure it happens. Although to be honest, usually that's company to company, rather than director to director. Director to director, yes. Yeah. The only exception, which you do have to be careful about, is have you been asked to sign a personal guarantee? So, the classic example here would be, "We're going to lease these premises for our office." Great. No problem. "We've got the lease. It's all signed." "Oh, but the landlord needs you to be the personal"guarantor," which is a lot of potential liability if things don't work out. Yes. Worst case scenario, I had a client, and they signed a lease for their cafe. 10-year lease. Not a good idea. No. Personal guarantee, 10 years. And after a year and a half, they realised the business was not working. Wrong location, wrong pitch to the market, just not making enough money to survive. So, you know, what are you going to do? Wow. Because you personally guaranteed that the lease will be met for the period of the 10 years, or 5 years, or whatever. So, be watching out for that. Right. So that is a really important one. So, in contract, you're very unlikely to have direct liability directly in the contract, but watch out for personal guarantees. Civil law, law of negligence, anything in the law of torts, that is? Yeah, I guess it's possible, and it's, I'll be totally honest, it's not my particular area. And it'd be, it's a huge area, too, right. I know you think that I know everything about every law. Oh, it's true. No, it's not true. I don't know everything about tort, for example. So, in our law firm, we have a whole team which does disputes. Right. And so I would go to them and say,"Here's the scenario. What do you think?" But the basic principle would be, yes, if you're acting incorrectly, then there could be some sort of a tort-based claim against you. Negligence would be an interesting one because a lot of that is codified in the Company Act, right. That's true, yeah. So, I wonder how much come out. Yeah. Sorry, lawyer speak. My law degree is coming back to haunt me. What steps can directors take to minimise their personal liability? We talked before about noting in the minutes. Yeah. Anything else that you'd recommend? The main thing that I can think of is, who owns your house? So, before you become a director, so let's make this really personal. Before I became a partner at Parry Field Lawyers, I got advice. And one of the bits of advice is,"Who owns the house that you live?" So, we set up the Moe Family Trust. The Moe Family Trust owns the family home where I live with my children and my wife. If there was ever a claim, you know, hopefully there never will be, - Yeah. - but if there was a claim brought against me personally, I would say,"I've got some money in the bank account. I own that car over there. The house. That house"that I live in," - That's not mine. - "That's not my house. That's the Moe Family Trust house." So, sorry. So, that's a unique thing within the New Zealand context. I think in other jurisdictions, they might look through it more easily. That's interesting. But in New Zealand, so, and just so you know, there's a two-year period where judges will kind of look through it, like, "Oh, we know what you're doing." Yeah. "You set this up. You put all your assets into this vehicle knowing that you were about to go"bankrupt or knowing that you were about to have liability. We're looking right through it." Or start up a company, or become a director. That's it. Yeah. So, there is like a 2-year window which is why it might pay for some of our listeners or people watching to think about,"How do I own the assets?" and go ahead and get it put in now, in anticipation that one day you might need to. But having said that, what liability are we worried about? Like, hopefully people are learning from resources like what you're producing. They're making good decisions. As long as you're keeping clean, you shouldn't have massive liability because you can prove that you acted in the way a reasonable director would have acted. Therefore, you shouldn't be liable. If you're going around fraudulently transferring a million dollars, and there's negligence, and there's tortious liability, I don't think anything is going to save you, so. And neither it should. Well, that's right, yeah. And I think, to reflect on what you're saying, the reason to set up a family trust is because you have a family and you want to look after them into perpetuity. You then happen to start up a company, or you happen to become a director, and the liability that comes with that is very separate from the reason you set up the trust. You set up the trust to protect your family. That's right. Yeah, exactly. And it, and ultimately, that's the right perspective. Like, "What's my long-term goal here?" Probably didn't become a director to potentially lose your assets. Yes. But the other bit, what liability is there possible? You know, like, we're running a company that sells books. Like, it's pretty safe operation. There's not much liability associated with people going in and buying a book and taking it home. Yes. You know, as opposed to, "We're sending high school students out to climb Mount Everest," you know, like, high liability, high potential. So, think about the nature of the sector, or the industry, as well. Very good advice for somebody stepping into a role. Think about the nature of the industry and the liability that can exist, the risk that can exist within that industry, and have you got the skill and capability to fulfil your obligations as the director. Yeah, yeah. You've given the example of the Mainzeal case. Are there any other examples that come to mind of where directors have been found criminally liable, or potentially civil liable, but criminally is a very interesting one, for breaching a director's obligation? That's a really good question. Off the top of my head, I can't think of any right now, like recent things. I know that it does happen. Yes. I mean, maybe it's a good thing that it's not happening all the time. Yes. You know, that this isn't something that is really super common. Generally, when there's breaches of director duties, it's not about the criminal liability. It's civil. It's more about, "Look, I legitimately thought that this was"the right thing to do, and I, you know, it was not the right thing." Like, Debut Homes [Ltd] is a recent example where the guy was basically, his company was not doing well, and so he paid the creditors that he would be seeing regularly in the future after the liquidation, and he did not pay the IRD [Inland Revenue Department]. So, the IRD didn't get paid $600,000 in GST [Goods and Services Tax] payments that was owed. So, they're the ones that then brought the claim against him, saying, "You breached your duties"because you, you know, intentionally," I think the judge said,"You knowingly, or you with purpose, didn't pay the IRD,"and you did pay these ones." So, it's an example, I guess, of somebody doing that. But I don't think that was criminal. Yeah, that's likely. I think that was just you breached your duty. The IRD does tend to be a fairly unforgiving creditor though, doesn't it. That's right. Yeah, so pay the IRD, if in doubt. So, a final question for you then, what advice would you give a director who identifies a potential breach of duty, either that they've done, another director may have done, or the the entire board has done? What would you say to that director? Well, I guess it comes back to an earlier theme where we were talking about vulnerability and - Safe spaces. - safe spaces in the boardroom. So, I would hope that if you did see something where something has gone wrong, and let's be honest, sometimes things go wrong, and you didn't know that you should have done something different. I would hope that you would have the courage to raise it, and to bring it to light. The worst thing is that you cover it up, and you try to hide it, because that's - the best antiseptic to anything like this is sunlight, and like, "Can we talk about that decision we made"at the last meeting because I'm just not sure that it was the right one? Let's have a frank"and open discussion. Let's be vulnerable enough to have that discussion." And then ultimately, I would be objecting if you disagreed with the direction the board is taking, and here's another step, you might need to resign if you don't agree, and the ultimate card to play is,"I can't be here. I have to resign." Right. Steven, that's been a really fascinating conversation again. I really appreciate your time. We've, we've caught up a number of times now, and every time I'm getting filled and filled with a greater wealth of information, so I really appreciate it. Thank you so much for your time. You're welcome. I really enjoyed it. Thank you. I'll look forward to catching up again soon and to seeing you next episode. Thank you for watching this episode of Governance Bites. We have more episodes on YouTube and your favourite podcast channel where I interview directors and experts on various topics relating to boards of directors and governance. We'd love to see you back, and please like, subscribe, and share the videos and podcasts.