The Panel members are both the governing body and the decision-making body of the Panel. Members have a wide range of skills and experience which ensures that the Panel is truly a "committee of the market".

The requirements of the Act can be very demanding, particularly in relation to enforcement meetings conducted under section 32 of the Act. Members often have to balance the demands of their work commitments as lawyers, merchant bankers, business advisers and company directors with the need to be available when the Panel is required to act in the market on a critical exemption or enforcement matter, often at short notice.

To minimise the Panel's costs and the amount charged to fee-paying applicants for exemptions and approvals, and potentially to the parties subject to enforcement proceedings, the Panel acts by divisions of three or four members for nearly all matters before it. Almost all meetings, except formal enforcement meetings and regular governance meetings, are held by teleconference.

To maintain the effectiveness of the Panel as a governing and decision-making body it meets physically eight times a year, alternating between Wellington and Auckland for its meetings. The purpose of these meetings is to discuss policy issues, exercise its governance responsibilities, and ensure consistency of decision-making across divisions. Some matters, including class exemptions and the making of recommendations for changes to the law, must be dealt with by the full Panel.

One of the issues concerning the Panel is that it always has sufficient non-conflicted members available to deal with matters requiring attention. This sometimes can be challenging because most of its members are active participants in the market. As noted earlier, one way of trying to ensure it will always have a quorum of members to deal with any particular issue is that there is one position on the Panel left vacant which can be filled for a short term to cover the handling of a matter where there are insufficient members otherwise available.

The second essential to the effective operation of the Panel is that of maintaining a skilled executive with the experience and expertise to give members high quality advice on issues that come before the Panel.

The Panel must maintain an executive of sufficient size that it is able to support the members with two high-level enforcement actions at the same time. The section 32 meeting procedure is very intensive, with meetings having to be held within 7 days of being called and then decisions having to be reached and published within 2 days of the meeting being held. This timetable is demanding on members and the executive.

Because the Panel is exercising judicial powers when conducting its section 32 proceedings the Panel almost always retains senior counsel to assist it with the conduct of its meeting and to advise it on the subsequent determinations it makes. A concern to the Panel is the limited pool of experienced senior counsel who are available to assist it with the conduct of these meetings.

The Panel executive contains a mix of skills, experience and background that enables the Panel to make an effective contribution to policy development while also administering the provisions of the Code as it applies to transactions coming within the Code.

The Panel executive has a flat management structure. It works in a collegial way where appropriate. The quality of advice given to the Panel is maintained by having the work of less experienced staff always reviewed by more senior staff.

The Panel's administrative staff is kept to a minimum. Under current arrangements it generally shares most administrative staff with the Commission. In future, if the Panel relocates, it will increase its dedicated administrative staff but will also outsource many functions and services.

The Panel ensures that its staff are given training opportunities to maintain their skill levels. If the Panel relocates it aims to have premises that are eco-friendly and conducive to staff retention and the efficient operation of the Panel.

To keep abreast of developments in the law and the academic literature the Panel maintains a small specialist library of its own as well as having access to and receiving assistance from the library and staff of the Commission.

The Panel, at both member and executive level, maintain good relations with other takeover regulators, particularly in Australia. These relationships prove invaluable when issues with trans-Tasman implications arise.

The principal risks to the Panel achieving its objectives are:

1. Inability to attract members with appropriate backgrounds and skills and time available to contribute to the effective functioning of the Panel. The Panel works actively to identify potential new members when a vacancy on the Panel arises. The Panel also makes submissions to the Remuneration Authority when members' remuneration is reviewed by the Authority each year;
2. Loss of key staff. The Panel is a small, people-based organization and as such is vulnerable to the loss of any of those staff. Its new working arrangements are intended to minimise the risk;
3. Difficulties in recruiting replacement or new professional staff when required. The market for the types of professional staff the Panel needs to carry out its functions has been very tight over recent years, with high levels of demand from both New Zealand and overseas legal firms. The Panel mitigates this risk by paying competitive salaries and providing satisfactory working conditions for its employees.
4. Reliance on third-party funding. The Panel is dependent on the level of market activity to determine its third party income. However, to the extent that reduced market activity means a reduced need for Panel intervention and therefore members' involvement, as well as that of external counsel, the overall impact on net income is reduced. The Panel counters this risk by aiming to maintain an appropriate level of working capital at all times;
5. Inability to meet the costs of litigation it wishes to bring, or is brought against it, as it administers and enforces the provisions of the Code and the Act. This risk is largely mitigated by the Government providing the Panel with a litigation fund of $675,000 (GST not applicable) and providing moneys each year to top-up the fund during the year when it is used to meet litigation costs. The litigation fund and the provision for top-up finance have been quite adequate for the Panel's needs to date.
6. Loss of records. The Panel, through the Commission, is taking adequate precautions to protect both its electronic and physical records. The Panel will ensure this issue is properly addressed if it moves to its own premises.