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19 February 2003
POSITION DESCRIPTION
MEMBER OF THE SECURITIES COMMISSION
Legislative Framework
The Securities Commission (the Commission) is a crown entity established under the Securities Act 1978.
The Commission's statutory functions include:
- reviewing and enquiring into market practices;
- investigating insider trading, substantial security holder disclosure and offer documents;
- keeping under review activities on securities markets, and commenting on those activities;
- considering and granting exemptions from securities law;
- promoting public understanding of the law and practice relating to securities
- co-operating with overseas regulators; and
- authorising certain market participants, e.g. futures dealers and trustees.
The Commission has between 5 and 10 Members, of whom at least one must be a barrister or solicitor of at least 7 years' practice. The Governor-General appoints Members, on the recommendation of the Minister of Commerce.
Role of the Commission
The Commission's purpose is to strengthen confidence in New Zealand's capital markets. To fulfil this the Commission has a wide range of functions relating to securities law including enforcement, investigation into market practices and public education.
Members are required to:
- consider transactions, market practices, offer documents, accounting standards, financial arrangements and financial statements;
- assess and apply the Securities Act 1978, the Securities Markets Act 1988 and their associated Regulations;
- maintain a respected and credible profile in the market; and
- have an understanding of the Commission's role in the market and the wider economic environment in which it operates.
Relationship with the Takeovers Panel
The Commission assists the Takeovers Panel by providing administrative and support services.
Skills and Experience of Members
Members must have knowledge of or experience in industry, commerce, economics, law, accountancy, public administration, or securities.
Ideally, Members bring to the Commission:
- a well developed perspective on the operation of securities markets and the relationship of New Zealand markets to international capital markets;
- a good appreciation of the role and responsibility of the Commission;
- skills and attributes that contribute to a balanced membership team;
- an ability to work effectively in a collegial decision making environment; and
- a sound appreciation of the duties and responsibilities associated with a statutory appointment.
Expectations of the position
The Commission meets on the third Thursday of each month. This meeting usually concludes by 1:00 pm although typically the Commission invites a guest for lunch to discuss matters of common interest. The afternoon is often engaged in committee or divisional meetings that may not involve all Commission Members.
The regular monthly meeting deals with major policy matters involving securities law, market practice, the granting of exemptions, reviewing decisions about prospectuses, advertisements and investment statements, any matters that have arisen out of the general surveillance of the market and with internal administrative and budgetary matters.
Between meetings the Commission meets as divisions, usually comprised of three Members, but on important matters more Members are involved. Simple exemptions or authorisations can be dealt with by resolutions or telephone. Members read the papers beforehand and consider any legal or policy issues that arise.
Where advertisements, prospectuses and investment statements are being suspended or cancelled a meeting is usually called as the Commission may wish to receive submissions by affected parties. Divisional meetings typically take up to two hours for this type of work and can arise at short notice.
Major inquiries are carried out into insider trading, failure to advise the market of substantial security holdings, obtaining evidence for overseas commissions and so on. Some of these inquiries may include hearings over one or more days. The make up of the division dealing with these matters is subject to the availability of Members at the time. Commission staff are accustomed to arranging meetings around the availability of members. The only fixed meeting is the regular monthly meeting.
Questions arising at any meeting are decided by the majority of votes of the Members present and voting. The Chair has a deliberative vote and, in the event of equal votes, also has a casting vote.
Responsible to the Minister of Commerce
The Commission is responsible to the Minister of Commerce for its performance.
Terms of Appointment
Members hold office for a term not exceeding five years but may be re-appointed. State Service Commission guidelines recommend that members of statutory boards serve no more than two terms.
Working in the State Sector
Government expects that part of the reward for serving on a body like the Commission is the performance of public service that advances the interests of New Zealand. Appointments to the Commission are predicated on the values and ethos of public service. Members must be aware of the importance of personal integrity and the need to declare conflicts of interests, either potential or actual. Members must also be sure they have the interest and enthusiasm needed to contribute effectively to the performance of the Commission throughout their term of membership.
Remuneration
Fees and allowances are set at a rate specified by the Higher Salaries Commission. Currently Members are paid $1,040 per day. Travelling allowances and expenses are paid in accordance with the Fees and Travelling Allowances Act 1951.