• Functions and Powers of the Panel
• Chairman's Review
• Members of the Panel
• The Panel's Performance in 2006/2007
• Other Matters
• Financial Report 2007
• Statement of Service Performance
• Audit Report
• Executive of the Takeovers Panel
• How to Contact Us

Annual Report 2007

STATEMENT OF SERVICE PERFORMANCE
Performance standards and measures for the outputs of the Panel
for the year ended 30 June 2007

OUTPUT 1: RECOMMENDATIONS FOR CHANGES TO TAKEOVERS LAW

• To keep under review the law relating to takeovers and to recommend to the Minister of Commerce changes as appropriate;
• To keep under review practices relating to takeovers of code companies for the purpose of recommending changes to the law.

Impact:

Improvements in the efficiency of the Code through the making of recommendations to the Minister of Commerce to achieve changes to the Code and takeovers law more generally. These improvements will enhance the effectiveness of the Code in promoting economic growth and the Panel in administering the Code's provisions.

Activities and actions to include:

• reviewing the provisions of takeovers law;
• identifying areas of the Code which require modification or would benefit from improvement;
• reviewing the practices relating to the takeover of code companies;
• developing policy papers, guidance notes and practice notes on issues arising under the Code and its administration;
• working with key market participants to investigate and develop responses to issues, including the inter-relationship between the Securities Act and the Takeovers Act when takeover offers involving scrip as consideration are involved;
• analysing comments received on a discussion paper issued by the Panel on the interaction between the provisions of company law and takeovers law as they apply to schemes of arrangement effected under part 15 of the Companies Act;
• making recommendations to the Government relating to the use of the amalgamations provisions in part 13 of the Companies Act by code companies;
• developing proposals for public comment on proposed recommendations to the Minister, as necessary;
• making recommendations to the Minister for changes to that law, where appropriate.

PLANNED AND ACTUAL PERFORMANCE STANDARDS AND PERFORMANCE MEASURES FOR 2006/2007:

OUTPUT 2: APPROVALS

The approval of the appointment of independent advisers, where required under Rules 18, 21 or 22 of the Code or by the terms of an exemption granted, and the appointment of independent experts where required by Rule 57 of the Code.

Impact:

The improvement in the quality of advice and independent adviser reports to recipients of takeover offers and to shareholders entitled to vote to approve Code-related allotments and acquisitions. Such improvements will further ensure the equal treatment of shareholders and a transparent takeovers process.

Activities and actions to include:

• processing applications from advisers for approval under the Code;
• ensuring that appointed advisers are both independent and competent to do the job required;
• assessing, where necessary, previous work of advisers to determine their experience and competence;
• reviewing draft independent advisers' reports and making suggestions for improvement;
• meeting with advisers on an ongoing basis to discuss and obtain feedback on any issues and concerns;
• appointing independent experts where required under the compulsory acquisition provisions of the Code;
• processing applications for consent to withdraw offers, and in relation to approval of defensive tactics.

PLANNED AND ACTUAL PERFORMANCE STANDARDS AND PERFORMANCE MEASURES FOR 2006/2007:

OUTPUT 3: EXEMPTIONS

The granting of individual and class exemptions for Code events where relief from the Code's requirements is appropriate and consistent with the purpose, intent and objectives of the Code.

Impact:

The improvement in the functioning of the Code as the regulatory mechanism for corporate takeovers and the improvement in the functioning of the market by removing impediments in the Code or by providing a framework within which transactions can be undertaken. Proper functioning of the Code and market will result in a takeovers market that has the confidence of market participants, both domestic and international.

Activities and actions to include:

• considering applications for individual exemptions from the Code;
• considering applications for class exemptions from the Code;
• issuing exemption notices for individual exemptions;
• issuing exemption notices for class exemptions;
• gazetting the exemption notices.

PLANNED AND ACTUAL PERFORMANCE STANDARDS AND PERFORMANCE MEASURES FOR 2006/2007: