New securities law The Securities Markets & Institutions Bill was enacted on 26 November 2002. The passing of the Bill resulted in three separate pieces of legislation. They are the Securities Amendment Act 2002, the Securities Markets Amendment Act 2002 and the Takeovers Amendment Act 2002. These laws came into force on 1 December 2002. Honoured Jane Diplock AO Jane Diplock, Chairman of the Securities Commission has been appointed an Officer of the General Division of the Order of Australia. The citation in the Australia Day Honours List on 26 January 2003 read, "For service to business and commerce, to public administration, particularly in the areas of education and training, and to the community through a range of social justice, health, educational and cultural organisations." The honour reflects both Jane's business and commercial contribution in Australia and her involvement over many years with professional and community groups. These include the YWCA, the Women's College of the University of Sydney, the NSW Advisory Committee of the Council for Aboriginal Reconciliation, the National Breast Cancer Centre, the Australian String Quartet and the Institute of Public Administration. Elizabeth Hickey MNZM Elizabeth Hickey M Com, FCA, long serving Member of the Securities Commission, was made a Member of the New Zealand Order of Merit in the New Year Honours for services to guides and netball. Fletcher Forests Share Trading Inquiry see page 3 The Securities Amendment Act 2002 The Securities Amendment Act 2002 amends the Securities Act 1978, primarily to give the Commission new powers to exercise its statutory functions. These include: the ability to meet in divisions of three or more Members. Each division is able to exercise the Commission's powers. increased powers of inspection. This enables the Commission to undertake its own inspections as well as asking the Registrar of Companies to carry out inspections. the power to accept undertakings from issuers of securities or others, and to enforce these undertakings if they are not complied with. the power to require witnesses before the Commission to answer questions even where their statements may be self-incriminating (but with a corresponding privilege against that evidence being used in criminal proceedings). The Act enables the Governor-General to make regulations recognising securities law regimes in other countries, and exempting offers of securities to the public in New Zealand from the requirements of New Zealand securities law if they comply with the law in the home jurisdiction. Similarly, the Governor-General can make regulations applying New Zealand securities laws in other countries. The Securities Markets Amendment Act 2002 The Securities Markets Amendment Act 2002 renames the Securities Amendment Act 1988 as the Securities Markets Act 1988 and then amends it. This Act gives the Commission four main areas of new responsibility. It provides for continuous disclosure of information to securities markets by public issuers under the listing rules of registered exchanges, and provides remedies, including court orders or action by the Commission, where this is not done. It provides for the registration of securities exchanges, the review of the conduct rules of such exchanges, and gives the Commission supervisory responsibilities for these exchanges. The Act also allows the Commission to take court action seeking civil penalties for insider trading. The Act provides for disclosure by directors and senior officers of public issuers of any trading by those people in securities of these issuers or related issuers. This part of the law will come into force on a date to be determined by the government. A more detailed summary of the new provisions was included in The Bulletin of October 2002 (available on www.seccom.govt.nz) The Takeovers Amendment Act 2002 This Act amends the Takeovers Act 1993, which is administered by the Takeovers Panel. Access to the Legislation Copies of the new legislation are available from Bennetts government bookshops, or can be viewed electronically on www.legislation.govt.nz. ALSO IN THIS ISSUE: MOU with New Zealand Stock Exchange Authorisation of futures dealers Commission's statement of principles 'Surf Day' results

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THE BULLETIN January 2003

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