 |
Annual Report 2007
OUTPUT 4: ENFORCEMENT
To maintain oversight of takeover activity in New Zealand and to intervene, where necessary, in
accordance with the Panel's statutory powers.
Impact:
The improvement in the standard of compliance with the Code and facilitation of the operation of
the takeovers market. Non-compliance with the Code is undesirable as it results in unequal
treatment of shareholders and a non-transparent takeover process.
Activities and actions to include:
- reviewing all main takeover offer documents;
- reviewing Code-related meeting documents;
- convening formal meetings to exercise the Panel's enforcement powers under sections 32 and 35 of the Act;
- making applications to the Court to seek orders from the Court, as necessary;
- investigating possible Code breaches;
- investigating complaints by shareholders and other principal parties to a transaction;
- monitoring NZX company announcements, media and other public information for transactions with Code implications;
- accepting enforceable undertakings from the party or parties in breach of the Code;
- issuing determinations and Panel decisions.
PLANNED AND ACTUAL PERFORMANCE STANDARDS AND PERFORMANCE MEASURES FOR 2006/2007:
| PERFORMANCE MEASURES
ENFORCEMENT |
PERFORMANCE STANDARDS |
ACTUAL
2006/07 |
FORECAST
2006/07 |
| Quantity |
|
|
| Review of offer documents. |
23 |
20 |
| Review of meeting documents |
13 |
12 |
| Section 32 meetings. |
0 |
8 |
| Section 35 actions. |
0 |
1 |
| Investigation of possible breaches of the Code. |
16 |
35 |
| Initiate Court actions in relation to Schemes of Arrangement
involving code companies. |
1 |
0 (new item) |
| Quality |
|
|
| Documents reviewed for compliance with the law. |
98% of documents reviewed. |
90% of all potential documents. |
| Remedial action initiated to correct deficiencies. |
100% based on review of all substantive documents. |
100% of incidents of noncompliance that warrant correction. |
| Action taken in accordance with the law. |
100%. No formal section 32 actions so no challenges. |
100% with no Court challenges or Court endorsement, where challenged. |
| Meetings conducted in accordance with the law and the rules of natural justice. |
No meetings were held. |
100% |
| Timeliness |
|
|
| Complete enforcement work within the timeframes specified in the Act. |
No meetings were held. |
100% |
| Cost |
|
|
| Expenditure allocated to enforcement work. |
$718,388 |
$954,240 |
| Revenue |
|
|
| Revenue from enforcement activities including litigation fund. |
$55,000 |
$150,000 |
OUTPUT 5: PUBLIC UNDERSTANDING
To promote public understanding of the law and practice relating to takeovers.
Impact:
The improvement in public understanding of takeovers law over time, in particular, the
improvement in the public's knowledge of the provisions of the Code. Improving public
understanding and knowledge of the Code will enhance the public's confidence in the transparency
of the takeovers process and in the integrity of the market.
Activities and actions to include:
- publishing the Panel's occasional newsletter, Code Word to explain changes to the Code and the Act and key Panel enforcement and exemption decisions;
- publishing practice notes and guidance notes to inform the market about the Panel's decisions and policies, to assist market participants to relate to the Panel and to explain how the Panel interprets various sections of the Code;
- improving the market's understanding of takeover matters and Panel activities through public speeches about the Code at relevant conferences and other meetings;
- receiving feedback from market participants about the Panel's performance through meetings with market participants to both gauge the effectiveness of the Panel in dealing with its stakeholders and to explain issues which have arisen;
- visiting the most active legal and advisory firms to obtain direct feedback;
- holding group meetings with other interested market participants;
- maintaining a website that is kept up-to-date with all Panel decisions, news releases, speeches, discussion papers, practice notes;
- communicating with affected shareholders through telephone and correspondence explaining the application of the Code in particular circumstances;
- assisting the media with background information to ensure that the public receives accurate reports of issues of public interest.
PLANNED AND ACTUAL PERFORMANCE STANDARDS AND PERFORMANCE MEASURES FOR 2006/2007:
| PERFORMANCE
MEASURES
PUBLIC UNDERSTANDING |
PERFORMANCE STANDARDS |
ACTUAL
2006/07 |
FORECAST
2006/07 |
| Quantity, quality and timeliness |
|
|
| Publish a publication designed to provide information about the Code and relevant law. |
4 |
3 times a year, with publication within one
month of significant changes to the law affecting takeovers. |
| Issue policy statements, guidance notes and commentaries on current issues. |
3 |
3 times a year. |
| Interface with the market through public and private meetings. |
Nil. Meetings deferred to 2007/08. |
16 meetings a year. |
Provide news media with relevant information about
the Panel and the Code. |
Continuous, by involvement of senior Panel personnel in
all media content. |
Continuous by press releases and direct contact with media. |
| Maintain a website with relevant information about the Code
and Act and activities of the Panel. |
100% achievement. |
All relevant material posted promptly to the website, within
5 working days of the event or decision. |
Receive miscellaneous inquiries from members of the
public and professional firms. |
185 enquiries. (part
estimate).
Responded within 3
working days on 100% of
occasions. |
Receive 200 enquiries.
Respond to inquiries within 3 working days. |
| Cost |
|
|
| Expenditure allocated to public understanding |
$207,541 |
$214,200 |
| Revenue |
|
|
| Revenue from public understanding. |
Nil |
Nil |
OUTPUT 6: INTERNATIONAL LIAISON
To enhance and improve co-operation and liaison with overseas takeovers regulators on matters of
mutual interest.
Impact:
The improvement in the level of co-operation, liaison and understanding between the Panel and
other international takeovers regulators. Such improvements enhance international investors' and
overseas takeovers regulators' confidence in the New Zealand market and enhance the Panel's
administration of the Code's provisions.
Activities and actions to include:
- continuing the high level of contact with the Australian Takeovers Panel through the Panel Chairman's membership on the Australian Panel and membership of the New Zealand Panel by a member of the Australian Panel;
- continuing to maintain the good working relationships with the relevant staff of the Australian Panel and of the Australian Securities and Investments Commission by Members of the Panel and executive;
- continuing to support the Australian Panel's promotion of the informal group of international takeovers regulators by attending the group's conferences;
- co-operating, on request, with overseas takeovers regulators on various regulatory matters within the Panel's powers.
PLANNED AND ACTUAL PERFORMANCE STANDARDS AND PERFORMANCE MEASURES FOR 2006/2007:
| PERFORMANCE
MEASURES
INTERNATIONAL LIAISON |
PERFORMANCE STANDARDS |
ACTUAL
2006/07 |
FORECAST
2006/07 |
| Quantity and quality |
|
|
Liaise with comparable overseas bodies, particularly in
Australia, to improve the administration and enforcement of
takeovers law, and to promote international understanding
of New Zealand’s laws. |
None received. |
Respond to enquiries from overseas bodies within five working
days. |
| Maintain reciprocal membership between Australian and New
Zealand Takeovers Panels. |
Yes. |
Maintain one Australian Panel member on New Zealand Panel
and one New Zealand Panel member on Australian Panel. |
| Timeliness |
|
|
Panel representatives to meet regularly with overseas
bodies. |
Panel Counsel met with the Australian Panel executive in
Melbourne in March 2007. |
1 per year. |
| Cost |
|
|
| Expenditure allocated to international liaison work. |
$3,347 |
$19,500 |
| Revenue |
|
|
| Revenue from international liaison work. |
Nil |
Nil |
|
|
