This Statement of Intent for the Takeovers Panel ("the Panel") relates to the 2007/2008 financial year and each of the following two reporting years.

The Panel is a committee of the market. It comprises nine members, all of whom are currently active participants in the corporate world. Members are variously lawyers, company directors, share brokers, merchant bankers, accountants or financial advisers. One member is intended to be also a member of the Australian Takeovers Panel but at time of completion of this Statement the position was vacant.

These members are the governing body of the Panel, and exercise all the Panel's powers.

The Panel is the regulator of the market for the control of "public" or larger companies in New Zealand ("Code companies"). It achieves this through the administration of the provisions of the Takeovers Code ("the Code") and the Takeovers Act 1993 ("the Act). It carries out a quasi-judicial function when exercising some of its powers.

Code companies comprise New Zealand incorporated companies whose voting securities are listed on the NZX, or that were so listed at any time in the previous 12 months, and those such companies with 50 or more shareholders.

An efficient market for corporate control, with broad participation by investors both large and small, is an important element of the Government's objective of promoting economic transformation. Resources must be able to move to where they are used most efficiently. Corporate takeovers are one means by which this is able to occur. The Panel contributes to the Government’s objective by administering takeover laws efficiently and without fear or favour.

Takeover activity covered by the Code has increased. In 2005/2006 the Panel reviewed 19 takeover notices and considered 34 applications for approval of independent advisers. By the end of the first nine months of 2006/2007 the Panel had already reviewed 20 takeover notices and considered 34 applications for approval of independent advisers.

Takeovers give rise to many regulatory issues. Sometimes they are simply procedural. Sometimes wider economic issues of resource use or regional employment can arise where a takeover involves infrastructure assets or assets in sectors undergoing significant restructuring. Such takeovers may contribute to the Government’s overall objective of economic transformation.

The provisions of the Code are aimed at providing a transparent process for the change of control of Code companies with adequate time in the process to ensure that the various issues are properly addressed and considered. They do not allow the Panel to intervene in takeovers on the basis of their perceived merits.

One of the features of the Panel's operations is its ability to form "divisions", comprising a minimum of three members, to attend to most matters before the Panel. Under the Act the appointed division is "the Panel" for the particular matter.

The only times where the Panel is not able to operate by divisions is where it is considering class exemptions or is making recommendations to the Minister for changes to takeovers law. In practice the great bulk of the Panel’s work is done by divisions.

The Panel has no staff of its own, all of the Panel executive being employed by the Securities Commission. There are special provisions in the Securities Act to provide that the Commission can provide services to the Panel as one of its functions.

The Panel pays the Commission on the basis of the hours worked for the Panel by professional staff. The rate paid covers the overheads provided by the Commission such as library and secretarial support, premises, computer and phone systems as well as the salary and superannuation costs of staff.