(1) There is hereby established a panel to be called the Takeovers Panel.

(2) The Panel is a Crown entity for the purposes of section 7 of the Crown Entities Act 2004.

(3) The Crown Entities Act 2004 applies to the Panel except to the extent that this Act expressly provides otherwise.

(4) Members of the Panel are the board for the purposes of the Crown Entities Act 2004.

(1) The Panel shall consist of not less than 5 and not more than 11 members.

(2) Despite clause 1(2) of Schedule 5 of the Crown Entities Act 2004, 1 member must be appointed by the Governor-General, on the recommendation of the Minister, as chairperson of the Panel, and another must be appointed by the Governor-General, on the recommendation of the Minister, as deputy chairperson of the Panel.

(2A) The chairperson and any deputy chairperson of the Panel may only be removed from office as chairperson or deputy chairperson for just cause.

(3) At least 1 member of the Panel must be a barrister, a solicitor, or a barrister and solicitor of the High Court of not less than 7 years' practice.

(4) The Minister must not recommend a person for appointment as a member of the Panel unless, in the opinion of the Minister, that person is qualified or experienced in business, accounting or law.

(5) Subsection (4) does not limit section 29 of the Crown Entities Act 2004.

(1) The Panel or Chairperson may determine that the powers of the Panel in relation to any matter or class of matters may be exercised by separate divisions of the Panel.

(2) However, the Panel or Chairperson must not determine that a separate division of the Panel may exercise -

1. Any power in connection with the performance of its functions under section 8(1)(a):
2. The power of the Panel to grant an exemption under section 45(1)(b).

(3) The Panel or Chairperson may revoke or amend a determination made under subsection 1.

(4) Every determination (or revocation or amendment of a determination) must be recorded in writing and signed by 3 members or the Chairperson.

(5) The powers in this section are an exception to clause 14 of Schedule 5 of the Crown Entities Act 2004.

(6) Clause 7 of Schedule 5 of that Act applies to meetings of a special division of the Panel.

(1) Each division consists of the members who are assigned to it for the time being by the Panel or the Chairperson.

(1A) Each division must have at least 3 members.

(2) If the members appointed to a division do not include either the Chairperson or the Deputy Chairperson, the Panel or Chairperson must nominate 1 of those members as Chairperson of that division.

(1) For the purposes of determining any matter or class of matter specified in a determination under section 7A,-

1. The Panel consists of the division of the Panel specified in the determination; and
   
   
2. The powers of any such division are not affected by any changes or vacancies in its membership.

(2) A division of the Panel may exercise powers of the Panel under this Act even though another division of the Panel is exercising powers of the Panel at the same time.

(1) The Panel has the following functions:

(a) To keep under review the law relating to takeovers of specified companies and to recommend to the Minister any changes to that law that it considers necessary:

(b) Repealed:

(c) For the purposes of paragraph a, to keep under review practices relating to takeovers of specified companies:

(d) To investigate any act or omission or practice for the purpose of exercising its powers and functions under Part III of this Act:

(e) To make determinations and orders and make applications to the Court in accordance with Part III of this Act:

(ea) To co-operate with any overseas regulator and, for that purpose (but without limiting this function), to communicate, or make arrangements for communicating, to that overseas regulator information obtained by the Panel in the performance of its functions and powers (whether or not confidential) that the Panel considers may assist that overseas regulator in the performance of its functions:

(f) To promote public understanding of the law and practice relating to takeovers:

(g) To perform such other functions as are conferred on it by this Act.

(2) In the exercise of its functions and powers under Part III of this Act and the takeovers code, the Panel shall comply with the principles of natural justice.

(3) Except as expressly provided otherwise in this or any other Act, the Panel must act independently in performing its statutory functions and duties, and exercising its statutory powers, under -

(a) this Act; and

(b) any other Act that expressly provides for the functions, powers, or duties of the Panel (other than the Crown Entities Act 2004).

(1) No proceedings, civil or criminal, shall lie against the Panel for anything it may do or fail to do in the course of the exercise or intended exercise of its functions, unless it is shown that the Panel acted without reasonable care or in bad faith.

(2) No proceedings, civil or criminal, lie against any member of the Panel, or any officer or employee of the Panel, or any member of a committee of the Panel, for anything that person may do or say or fail to do or say in the course of the operations of the Panel, unless it is shown by the Panel that the person acted in bad faith.

(3) Nothing in subsections (1) and (2) of this section applies in respect of proceedings for -

1. An offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961; or
2. The offence of conspiring to commit an offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961; or
3. The offence of attempting to commit an offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961.

(3A) Section 59(3) of the Crown Entities Act 2004 (which provides that a statutory entity may bring an action against a member for breach of an individual duty) does not apply, unless it is shown that the person acted in bad faith.

(3B) Sections 122 to 126 of the Crown Entities Act 2004 apply as if the conduct for which a person may be indemnified or insured under those sections were conduct that is covered by the protection from liability in this section.

(3C) This section contains an exception to section 121 of the Crown Entities Act 2004.

(4) Repealed.

(5) Repealed.

(6) Repealed.

(7) Repealed.

(8) Repealed.

(9) Repealed.

(10) For the purposes of clause 3 of Part II of the First Schedule to the Defamation Act 1992, any statement, document, determination, order, or decision made by the Panel in the exercise or intended exercise of any of its functions or powers shall be deemed to be an official report made by a person holding an inquiry under the authority of the Parliament of New Zealand.

(11) Repealed.

(1) The Panel may not delegate the powers in sections 31A, 31X, 32, and 45(1).

(2) In other respects, section 73 of the Crown Entities Act 2004 applies.

(1) The Takeovers Panel may communicate to the Securities Commission any information that the Takeovers Panel-

1. Holds in relation to the exercise of the Panel's powers or the performance of its functions and duties; and
2. Considers may assist the Securities Commission in the exercise of the Commission's powers or the performance of its functions and duties.

(2) The Takeovers Panel may use any information communicated to it by the Securities Commission under section 17A of the Securities Act 1978 in the Panel's exercise of its powers or the performance of its functions and duties.

(3) This section applies despite anything to the contrary in any enactment, contract, deed, or document.

(1) The Panel may communicate to the Commerce Commission any information that the Panel-

1. holds in relation to the exercise of the Panel's powers, or the performance of its functions and duties; and
2. considers may assist the Commerce Commission in the exercise of the Commerce Commission's powers, or the performance of its functions and duties, in respect of the Fair Trading Act 1986

(2) The Panel may use any information communicated to it by the Commerce Commission under section 48A of the Fair Trading Act 1986 in the Panel's exercise of its powers, or the performance of its functions and duties.

(3) This section applies despite anything to the contrary in any enactment, contract, deed, or document.

(1) Each specified company shall pay such annual fee in respect of the funding of the Panel as may be prescribed by regulations made under this Act.

(2) Any such fee shall be -

1. Payable to the Registrar of Companies upon delivery to the Registrar of the company's annual return; and
2. Payable in addition to any fee payable in respect of the annual return; and
3. Recoverable by the Registrar in any court of competent jurisdiction as a debt due to the Crown.

(3) The Registrar of Companies shall, as soon as practicable, remit to the Panel the fees paid under this section.

The provisions set out in the Schedule to this Act apply in respect of the Panel.