This Statement of Intent for the Takeovers Panel ("the Panel") relates to the 2008/2009 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, sharebrokers, merchant bankers, accountants or financial advisers. A tenth member, expected to be appointed in July 2008, will be appointed because he is also a member of the Australian Takeovers Panel.

These members are the governing body of the Panel, and exercise all the Panel's powers. 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. 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 is the regulator of the market for the control of "public" or larger companies in New Zealand ("Code companies¹ "). 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 its enforcement powers.

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 through globally competitive companies. 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 generally increased but may now be slowing. In 2005/2006 the Panel reviewed 19 takeover notices and considered 34 applications for approval of independent advisers. In 2006/2007 the Panel received 23 takeover notices and considered 56 applications for approval of independent advisers. In the first nine months of 2007/2008 the Panel had reviewed 18 takeover notices and considered 28 applications for approval of independent advisers.

The recent slowdown in market activity appears to reflect the current global uncertainties. It is difficult to predict how long the reduced level of activity may endure.

The provisions of the Code are aimed at providing a transparent process for the change of control of affected companies with adequate time allowed 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 or lack thereof.

Since the Panel became separately funded in 2000 and up to March 2008 it had no staff of its own, the entire Panel executive being employed by the Securities Commission and effectively seconded to the Panel. The Panel executive has been physically co-located with the Commission in Wellington over this period.

The Panel has been paying the Commission on the basis of the hours worked for the Panel by professional staff. The rate paid covered 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.

Following a governance review undertaken in 2007 the Panel decided that it needed to become the employer of its own staff and move to its own premises. The transition of the Panel's operations started in April 2008 with the employment of the Panel's own Chief Executive Officer. This is being followed by the Panel becoming the employer of the remainder of its seconded staff, identifying new premises, and physically relocating. Subject to funding, the Panel anticipates remaining co-located with the Commission for the first few months of 2008/2009 but then moving to its own premises in late 2008. The two outer years covered by this statement should see the Panel employing all its own staff and being located in its own premises.