• Functions and Powers of the Panel
• Chairman's Review
• Members of the Takeovers Panel
• Chief Executive Officer's Report
• Additional Disclosures
• Financial Report
• Statement of Service Performance
• Audit Report
• Executive of the Panel

Annual Report for the year ended 30 June 2008

STATEMENT OF SERVICE PERFORMANCE

For the year ended 30 June 2008

PERFORMANCE STANDARDS AND MEASURES FOR THE OUTPUTS OF THE PANEL

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 specified 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 correction 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;
• developing a further discussion paper, at the request of the Minister of Commerce, on the interaction between the provisions of company law and takeovers law as they apply to schemes of arrangement and amalgamations effected under parts 13 and 15 of the Companies Act 1993 using the Government's regulatory impact analysis framework, receiving and reviewing public submissions on the discussion paper, and making recommendations to the Minister;
• 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 2007/2008

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 2007/2008

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;
• publishing guidance notes to explain the policies being applied by the Panel in relation to various types of exemption.

PLANNED AND ACTUAL PERFORMANCE STANDARDS AND PERFORMANCE MEASURES FOR 2007/2008¹

1 Although characterised as "planned", the number of exemption applications is similar to those for the current year but the final outcome is dependent on the level of market activity.

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 Takeovers 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 Code;
• making applications to the Court to seek orders from the Courts, 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;
• seeking to be heard in Court proceedings involving the change of control of code companies being effected through the scheme of arrangement provisions of the Companies Act.

PLANNED AND ACTUAL PERFORMANCE STANDARDS AND PERFORMANCE MEASURES FOR 2007/2008²

2 Although described as “planned”, the number of offer documents and meeting documents reviewed by the Panel is similar to those for the current year but the outcome is dependent on the level of market activity.