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• The Securities Commission
• Our vision
• Our purpose
• Our work
• Outcome we contribute to
• Commission Members
• Role, functions & powers

THE SECURITIES COMMISSION

OUR VISION

OUR PURPOSE

OUR WORK

OUTCOME WE CONTRIBUTE TO

The integrity of New Zealand's securities markets is improved and confidence in these markets is strengthened.

Bad market practice is seen to be unacceptable and the law is complied with.

The regulatory environment is relevant and effective.

The securities law regime is tailored to the needs of the markets.

New Zealand's markets and regulatory environment are respected internationally, creating a climate for increased investment and good relationships with overseas regulators.

Public understanding of the law and practice of securities is increased.

COMMISSION MEMBERS

The Securities Commission consists of not less than 5 or more than 11 Members appointed by the Governor-General on the recommendation of the Minister of Commerce. Members hold office for a term not exceeding five years, but may be reappointed.

There are no statutory qualifications for membership, except one member must be a barrister or solicitor of not less than seven years' practice.

Members are chosen for their knowledge of, or experience in industry, commerce, economics, law, accountancy, public administration or securities.

The current Members of the Commission are:

Jane Diplock AO BA (Hons), LL B, DipEd (Sydney), Dip Int Law (ANU), FIPAA, FNZIM
Chairman of the Commission since September 2001.
Professional: Barrister and Solicitor of the ACT Supreme Court and High Court of Australia, Barrister of the New South Wales Supreme Court; Fellow of the Institute of Public Administration of Australia;
Chevening Fellow at London School of Economics; Chairman of the Executive Committee of IOSCO;
Member of the Financial Crisis Advisory Group; Fellow of the New Zealand Institute of Management.

David Mayhew BA LLB Hons
Commissioner for Financial Advisers.
Professional: Professional: Barrister and Solicitor of High Court of NZ, Solicitor of Supreme Court England and Wales .

Simon Botherway CFA, B Comm
Professional investor.
Directorship: Fisher and Pykel Appliances Holdings Limited.

Shelley CaveLLB
Solicitor, Auckland
Professional: Partner of Simpson Grierson specialising in corporate and securities law.

Annabel M. Cotton BMS (Accounting and Finance), ACA, CSAP
Business Consultant, Hamilton.
Professional: Consultant to companies listed in New Zealand and overseas.
Directorships: Genesis Power Limited, Kingfish Limited, Barramundi Limited, Marlin Global Limited and a number of private companies.

Keitha Dunstan PhD (QLD), M Bus (QUT), Grad Dip Mgt (UCQ), B Com (QLD), CA, FCPA
Professor, Australia.
Professional: Head of School of Business, Bond University Australia.

John Holland B Com, LL B
Solicitor, Christchurch.
Professional: Partner of Chapman Tripp specialising in securities and competition law and mergers and acquisitions.
Directorships: Board member of Kathmandu Holdings Limited .

Neville O. Todd B Com
Company Director, Wellington.
Directorships: Kinloch Funds Management Limited and its subsidiaries. Formerly a director of Milford Asset Management and Salomon, Smith Barney New Zealand Limited, and a member of the New Zealand Stock Exchange.

Mark Verbiest LLB
Company Director, Wellington.
Professional: Consultant Simpson Grierson
Directorships: AMP Haumi Management Limited (manager of AMP NZ Office Trust); Freightways Limited, Government Superannuation Fund Authority, Southern Cross Medical Care Society, Health Trust and related entities, Aptimize Limited (Chairman), Willis Bond Capital Partners Limited (Chairman).

ROLE, FUNCTIONS AND POWERS

The Commission is established under the Securities Act 1978 which determines its powers and functions. The Commission is an independent Crown entity in terms of the Crown Entities Act 2004. Other legislation the Commission works with includes the Securities Markets Act 1988, the Investment Advisers (Disclosure) Act 1996, the Securities Regulations 1983, the Securities Act (Contributory Mortgage) Regulations 1988, and the Securities (Fees) Regulations 1998. The Commission may also consider certain matters arising under the Corporations (Investigation and Management) Act 1989 (in particular, directions to "at risk" corporations and declarations of statutory management).

The role and functions of the Commission include:

• to keep under review the law relating to bodies corporate, securities and unincorporated issuers of securities and to recommend changes to the Minister of Commerce
• to keep under review practices relating to securities and to comment on these
• to cooperate with overseas securities commissions
• to keep under review securities markets activities and to comment on these
• to advise the Minister of Commerce on conduct rules proposed by securities exchanges
• to promote public understanding of the law and practice of securities
• to provide administrative and support services to the Takeovers Panel
• to perform any other function conferred by law.

To perform these functions we have a number of powers. These include:

• to receive evidence as to securities law and practice, with power for this purpose to summon any person to appear before us
• to publish reports and comments
• to exempt persons from compliance with provisions of the Securities Act or Regulations under the Act
• to suspend or cancel a registered prospectus
• to suspend or prohibit an investment statement
• to prohibit advertising of any securities
• to approve trustees and statutory supervisors
• to carry out inspections
• to accept enforceable undertakings
• to hear appeals against certain decisions of the Registrar of Companies
• to recommend regulations
• to enforce insider trading and substantial security holder law
• to enforce continuous disclosure law and to make orders requiring disclosure by issuers
• to make orders requiring disclosure by unregistered exchanges
• to require an exchange to provide information and assistance to the Commission
• to administer the law relating to futures contracts
• to recommend approval of electronic systems for the transfer of securities
• to receive financial statements of issuers which do not comply with the Financial Reporting Act 1993.