13 August 2001

The Minister of Commerce is seeking expressions of interest from people wishing to be considered for appointment as Associate Members of the Takeovers Panel in 2001.

The Panel is established under the Takeovers Act 1993. It consists of between 5 and 8 members appointed by the Minister of Commerce. Its statutory functions include: developing the Takeovers Code, reviewing practices relating to takeovers of companies subject to the Takeovers code, enforcing the Code and promoting public understanding of takeover law and practice. It receives professional and administrative services from the Securities Commission.

In order to be eligible for appointment as an Associate Member of the Panel, a person must be qualified or experienced in business, accounting or law. Associate Members will be appointed after a review of the qualifications, skills and experience of interested persons.

The position of Associate Member is on an as required basis.

Remuneration is currently set at a rate determined with the approval of the Minister. The maximum term of appointment is five years. Members may be reappointed.

If further information is required, confidential enquiries may be made to the Panel by telephoning Mr John King, Chairperson, on 0-9-367 8270.

If you are interested please contact Meredith O’Brien on 0-4-474 2619 or meredith.o’brien@med.govt.nz for application information and a position description or send a curriculum vitae to Administrator, Business Law, Competition and Enterprise Branch, Ministry of Economic Development, P.O. Box 1473, Level 9, 33 Bowen Street, Wellington, on or before 5pm, Wednesday 19 September 2001.

Reports to Minister of Commerce
The Panel reports to the Minister of Commerce on its operations through the year and to Parliament in accordance with the Public Finance Act. The Panel is independent from Government and has discretion to determine from time to time how to exercise its statutory functions and powers.

Key Relationships
Chairperson and other members of the Panel;
Chief Executive and staff of the Securities Commission;
Minister of Commerce.

Objective
To perform the functions and exercise the powers of the Panel under the Takeovers Act and the Takeovers Code.

Associate Members
In order to be eligible to become an associate member of the Panel, a person must be qualified or experienced in business, accounting or law.

The position of associate member is on an as required basis in relation to a particular matter. It is likely that associates may be used only in enforcement and/or exemption roles. This means that unlike "full" members, signing of warrants for associate members will not be automatic on their appointment. Instead a request to sign warrants when a particular matter arises will be made to the Minister of Commerce from the Chairperson of the Panel. An associate may be required to act within 12 hours notice.

Guidelines from the State Services Commission recommend that members of statutory boards serve no more than two terms and that the second term should not be longer than three years.

Expectations of the Position
An associate member will have:

• qualifications or experience in business, accounting or law;
• an active interest in takeovers practice and in securities markets more generally;
• a desire to serve the public and advance the interests of New Zealand;
• the ability to work in a team;
• the availability to consider matters arising under the Act or the Code at short notice;
• commitment and integrity;
• the ability to recognise and manage conflicts of interest.

Working in the State Sector
Government expects that part of the reward for serving on a body like the Takeovers Panel is the performance of public service that advances the interest of New Zealand. Appointment to the Panel is predicated on the values and ethos of public service. Members must be aware of the importance of personal integrity and the need to declare conflicts of interest, either potential or actual. Members must also be sure that they have the interest and enthusiasm needed to contribute effectively to the performance of the Panel throughout their term of membership.

Remuneration
Fees and allowances are set at a rate determined with the approval of the Minister. Currently members are paid $600 per meeting day and $100 per hour for preparation for a meeting (preparation time is capped at six hours). All reasonable travelling allowances and expenses are paid.

Legislative Framework
The Panel is established under the Takeovers Act 1993. It consists of not less than five and not more than eight members appointed by the Minister of Commerce. The Panel is advised and supported by the executive and staff of the Securities Commission.

The functions of the Panel include:

1. to formulate and recommend a Takeovers Code and amendments to the Code, as the Panel thinks fit;
2. for that purpose, to keep under review practices relating to takeovers of companies subject to the Code;
3. to investigate any act or omission or practice for the purpose of exercising its enforcement powers under the Takeovers Act;
4. to make determinations and orders and to make applications to the Court in accordance with the Takeovers Act; and
5. to promote public understanding of the law and practice relating to takeovers.

Role of the Panel

Amendments to Code
The Panel has a statutory function of reviewing practices relating to takeovers of companies subject to the Takeovers Code to assist the Panel in formulating amendments to the Code.

Exemptions
The Panel may grant exemptions from compliance with the Code on the terms and conditions it thinks fit. Exemptions may be granted to individual persons or in respect of classes of persons, transactions or offers.

Enforcement
The Panel is the primary enforcer of the Takeovers Code and has such powers under the Takeovers Act as the power to issue summonses and to take evidence on oath. The Panel has the power to issue temporary restraining orders to prevent a person from dealing in securities, and to make determinations regarding a person's compliance or intended compliance with the Code. It makes applications to the Court for more permanent orders in relation to non-compliance with the Code and for the enforcement of pecuniary penalties in relation to breaches of the Code or Takeovers Act. The Court can have regard to determinations and recommendations of the Panel. Generally, the Panel's consent is required by others wanting to make applications to the Court.

Public Understanding
The Panel has a statutory function of promoting public understanding of the law and practices relating to takeovers.

Panel's Role under the Code
The Panel may exercise a number of discretions under the Takeovers Code including the approval of independent advisers, consent to withdrawal of a takeover offer, approval of certain defensive tactics by a target company, and the appointment of independent experts.

Meetings of the Panel
Questions arising at meetings of the Panel are decided by a majority of votes cast by the members present. The presiding member (generally the Chairperson) has a deliberative vote and, in the event of an equality of votes, also has a casting vote.

Administrative and Support Services
In all areas of its work, the Panel is assisted by the administrative and support services of the staff of the Securities Commission.