The Panel is a people organisation. It is also a relatively new organisation, having received its own funding only since late 2000 to function as the Crown entity administering the provisions of the Code. (Prior to that date the Panel was a policy-making body funded through the Ministry of Economic Development.)

At the time of its metamorphosis into a funded operating body the decision was made to have the Panel serviced both as to professional staff and also physical services such as offices, meeting rooms, computer systems, library and support services, by the Securities Commission. This arrangement has undoubtedly saved the Crown considerable start-up costs and there are also ongoing savings through shared premises and services.

There is a memorandum of understanding in place between the Panel and the Commission which governs the relationship between the two bodies. It also covers the arrangements for payment by the Panel to the Commission for the cost of the services provided. Each year a rate is agreed between the Panel and the Commission as to the amount which will be paid by the Panel to the Commission for each professional staff hour in the coming year.

The two main issues affecting the Panel's ongoing corporate health and capability are maintaining an effective membership and recruiting and retaining appropriately qualified and experienced staff.

The Panel has provision for 11 members but currently has 10 appointed. Members are now appointed by the Governor-General on the recommendation of the Minister of Commerce. There is one position left deliberately vacant in case a matter arises where there are insufficient non-conflicted members to enable the Panel to exercise its statutory powers and functions. In such an instance, a new, suitably qualified member would be appointed for an appropriate period.

Panel members must be qualified or experienced in business, law or accounting. The Panel currently has a group of members with considerable experience in the operation of the Code and the Panel, a number of whom were involved with the drafting of the Code in the mid-1990's. The terms of a number of members, including that of the Chairman, expire in the 2006/2007 financial year. The Panel is working closely with the Ministry and with the Minister to manage the period of change in membership to minimise disruption to the operations of the Panel.

One factor which may to make it difficult to attract members of the calibre the Panel needs to be an effective regulator is the level of remuneration paid to members. This level is set by the Remuneration Authority, effective from the time the Crown Entities Act 2004 came into force in January 2005.

The Panel believes that unless the rate of members' remuneration is increased to a level equivalent to that paid to members of comparable bodies there is a risk of not being able to attract appropriate people to become Panel members. This has important implications for the effectiveness of the Panel as the regulator of the takeovers market.

All Panel "staff" are employees of the Commission. Currently there is a Senior Executive Officer, a Counsel, a Senior Lawyer, a Solicitor and a Law Clerk. There is one vacancy for a solicitor. Panel staff are supported by a full-time personal assistant. The Panel also has a Communications Manager who it shares with the Commission, and an accountant who is also shared. Additional Commission staff have assisted the Panel from time to time during very busy periods.

Remuneration and terms of employment of Panel "staff" are set by the Commission, not the Panel, although the Chairmen of the Panel and the Commission consult about the remuneration of the Senior Executive Officer.

The Senior Executive Officer is involved with the recruitment of new staff to work for the Panel, and in the annual performance reviews of Panel staff.

In these ways the Panel has influence over, but not full control of, the recruitment and remuneration of key personnel.

The Commission has modern premises and employs progressive management practices in the running of its business. This is evidenced, among other things, by the Commission being assessed as the second-best of all "small places to work" in New Zealand in the annual survey carried out by the "Unlimited" business magazine. The Panel staff have the benefit of access to activities and services which the Panel, if it were a stand-alone entity, could not provide.

Panel staff have the opportunity to undertake appropriate training and to participate in relevant conferences and seminars. 5.15 The Panel uses the Commission's IT systems. Part of those systems includes off-site back up for all computer files and records. The Panel's key documents are recorded and stored off-site as back-up in the event of fire or earthquake affecting the Panel's premises. The Commission has taken precautions to deal with a potential bird-flu pandemic.

The Panel is satisfied that it is effectively managing the Panel's ongoing organisational health and capability.