ANNUAL REPORT 2003

Laid before the House of Representatives pursuant to section 16 Takeovers Act 1993 and section 44A Public Finance Act 1989.

FUNCTIONS AND POWERS OF THE PANEL

The functions of the Takeovers Panel are set out in section 8 of the Takeovers Act 1993. In summary the Panel’s functions are:

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

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For the purposes of its review of the law, to keep under review practices relating to takeovers of specified companies;

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To investigate any act or omission or practice for the purpose of exercising its powers under the enforcement provisions of the Act;

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To make determinations and orders and make applications to the Court under the enforcement provisions of the Act;

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To co-operate with any overseas regulator and for that purpose to communicate to that regulator information obtained by the Panel in the performance of its functions and powers which the Panel considers may assist that regulator in the performance of its functions;

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To promote public understanding of the law and practice relating to takeovers.

In exercising its functions and powers the Panel shall comply with the principles of natural justice.

The powers of the Panel are set out in Part 3 of the Takeovers Act 1993. In summary the powers of the Panel are:

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To issue summonses and to take evidence on oath;

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To carry out inspections and obtain evidence at the request of overseas regulators;

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To make confidentiality orders;

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To accept undertakings that are enforceable by the Courts;

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To inspect documents, and to authorise the Registrar of Companies or any other person to undertake inspections;

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To grant exemptions from the Code;

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To enforce the Takeovers Code by:

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making determinations on whether a person is complying with the Code;

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issuing restraining orders; and

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applying for Court orders.

Under the Takeovers Code the Panel has powers to approve independent advisers and appoint independent experts.