Dear members,

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  1. New Insider Trading Law (Policy and Guidelines for members) – the Executive has spent considerable time over the past few months developing guidelines and a template policy document to assist companies in complying with the insider trading laws.  In addition, we are delighted that the Securities Commission has supported the Association’s development of these documents and the letter from them is also attached.  We have undertaken extensive research on the policies used by Australian listed companies (where a similar law exists) and in canvassing the opinions of all members of our Executive to ensure we have taken a practical approach to this matter.  Whilst no single policy document can be developed for every company, we strongly encourage companies to use these tools in preparing their own documents.  This is something that you need to start considering with your Boards soon as the law is expected to become effective in December.   We consider this be an important initiative for the Association demonstrating the costs we can save you in having to do this work yourselves with external legal advisers and in trying to encourage a consistent response to this new legislation.  Many thanks to Roger Wallis of Chapman Tripp for his leadership on this work for the Executive.
  1. Submission on SMA regulations – we made a submission on the proposed Securities Markets Act regulations relating to substantial security holder notices.  That submission is available on our website.  Don Holborow of Simpson Grierson has led this work for us and would be happy to discuss the submission with any members.
  1. D&O Disclosure – despite ongoing pressure from the Association we continue to see delays in seeing the reform of the D&O Disclosure regime.  We remain hopeful that this will occur before the end of this calendar year.
  1. Annual reports – it is great to see companies taking advantage of the new legislation removing the need to send hard copy annual reports.  Many companies have sent out s.209 notices to shareholders and have moved to an electronic annual report.  There is considerable variation in the type of electronic annual report being produced so if you are working on your annual report then do some research on how other companies are dealing with this new way of reporting.  Remember that you will need to send a further s209 notice to any new shareholders who come onto your register between the time you send your s.209 notice for the annual report and the time your half-year report is ready.
  1. Meeting with NZX – the Executive had one of its regular catch-ups with the Regulatory/Policy area of NZX yesterday.  We understand that NZX has now changed its charging structure for waivers and rulings with considerably higher rates being charged for requests of less than 2 days.  If you want to minimise your costs then it pays to get organised early.
  1. In development – We are working on a package of tools to assist you in preparing for annual meetings and hope to get this out to all members in the next few weeks.  In addition, as we move into annual meeting season for the 30 June companies, please don’t hesitate to call an member of the Executive if you would like some assistance in responding to shareholder proposals.  We are here to provide guidance.
  1. Subscriptions – you will have all received your subscription notices for the current year. We would be delighted if you would arrange payment of those as we rely on your funds to enable us to fund the costs of writing submissions on issues and developing resources for you all.

Linda Cox
Chair
linda.cox@xtra.co.nz
Ph 027 447 5537

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