May Newsletter
The LCA Executive has been busy on a number of fronts over the past month or so. Here is a summarised update of our recent activities:
Submission on minority buy-out rules
The Executive made a submission on proposed amendments to the minority buy-out rules. A copy of the submission is available on our website, www.listedcompanies.co.nz
NZX update
At our recent Executive meeting, Elaine Campbell, Toby Norgate and Damas Potoi attended and updated the Executive on current activites of NZX, particularly in the legal and regulatory areas. We were asked to remind our members that a number of companies recently have not been in compliance with the timetable requirements for setting record dates. Companies are asked to pay closer attention to these requirements. In addition, the Legal and Regulatory team are receiving an inordinate number of waiver applications under urgency. This has been a problem for a number of months and companies are asked to think ahead as much as possible. As a minimum, companies should be advising the Legal and Regulatory team if they expect to need a waiver under urgency so the team can plan for this where possible. You will find that the NZX team will be even nicer to you if you give them a bit of warning...Remember they are a small team trying to do a great job looking after a large number of companies.
Annual reports update
The new annual reports 'opt-in' regime is coming into effect on 18 June and the relevant listing rule amendments are also expected to be in force by this date. We have updated our guidance on the LCA website so please refer to this. A number of the larger companies are taking advantage of the new opt-in regime for their 30 June 2007 annual reports. This includes Telecom, Contact Energy, Air New Zealand and Fletcher Building to name the few that I am aware of. These companies have representatives on the Executive and our contact details are on the LCA website. If you would like to discuss any aspect of the new rules and how we are planning for these then please don't hestitate to call. There is no doubt about it that the creation and delivery of an online annual report requires a much different way of thinking than in the past.
D&O Disclosure regime
We have had an update from MED on proposed amendments to the D&O Disclosure regime and things are now moving along again on that front. I am hopeful that amendments they we will all be happy with will be in place by Sept/Oct.
Insider Trading Policy preparation
The LCA Executive has had several discussions already on a draft Insider Trading Policy for companies to adopt. Roger Wallis from Chapman Tripp has been leading these discussions and the drafting of the Policy document. The discussions are showing up the various complexities of the new law and the various company approaches to these sorts of policies. We expect to have a further working session on this in June and will hope to circulate to all members a Policy for them to consider by August at the latest. It would be great to see companies all taking a consistent approach with as many companies adopting the same Policy as possible. We'll keep you informed of our progress.
Director Privacy
IOD is doing some research on public disclosure of certain information held in the Companies Register, such as director details. We have advised the IOD that in our view director residential addresses should not be public information but that an appropriate address for service should be available on the Register.
Contracts register
We were asked by a company about the practice of maintaining a Contracts Execution Register and reporting on this to the Board. An informal survey of company practice amongst the LCA Executive revealed a wide variety of practices in this area. Many companies have a practice of reporting all contracts signed by the CEO, others do no reporting at all and other variations in between. It seems that this is something that varies depending on Board demand for this information and delegations frameworks that exist.
Membership subscriptions
Subscription notices for membership renewals will be sent out over the next month. We look forward to your continuing support of LCA.
