Special Division
NZX has dual positions: it regulates the securities markets it operates and is a company listed on one of those markets. To avoid any possible perception of conflict that might arise from its self-listed status, NZX is regulated by the Special Division which is established under the NZX Discipline Rules. The Special Division comprises three members who are not directors, employees or shareholders of NZX, or of entities controlled by NZX.
The Special Division's role is to foster market confidence that the NZSX Listing Rules are to be applied to NZX or a related entity in an impartial and independent manner. The Special Division exercises the powers and functions of NZX Regulation in relation to NZX or a related entity as a Listed Issuer.
Find out how to make a complaint about NZX as a Listed Issuer.
The constitution and terms of reference of the Special Division are contained in Appendix 1 to the NZX Discipline Rules. The powers at functions of the Special Division are detailed in paragraph 4 of that Appendix, on the following terms:
“The Special Division has the following powers and functions in relation to NZX or a Related Entity:
- the powers and functions that NZX has under the Listing Rules in relation to any application for Listing, or Quotation of any Class of Securities; and
- the powers and functions that NZX has under the Listing Rules to determine waiver applications or ruling applications in relation to an Issuer. For the avoidance of doubt the Special Division does not have any power to make or change the Listing Rules; and
- the powers and functions that NZX has in relation to an Issuer under the NZX Discipline Rules; and
- the powers and functions that NZX has in relation to a Market Participant under the NZX Discipline Rules, to the extent that the Market Participant's conduct the subject of the enquiry or charge is in relation to dealing in, or trading in, the Quoted Securities of NZX.”
If a matter put to the Special Division concerns none of these areas the Special Division has no jurisdiction to deal with that matter. However, the Special Division will endeavour to advise a complainant where it can direct a complaint about NZX if that complaint raises matters that are outside the Special Division's jurisdiction.
Membership of Special Division
The Special Division is comprised of three members of NZX Discipline who are selected by the NZX Discipline's Chairman on the basis of their independence and because they do not have a conflict of interest. The members of the Special Division are confirmed by the Securities Commission. The Special Division is currently comprised of:
Peter Wilson (Chairman): Director and member of audit committees for Colonial Motor Company, Westpac Banking Corporation, Westpac New Zealand Limited, Global Market Securities Limited and Kermadec Property Fund Limited.
Michael Jeffs: Chief Operating Officer and Principal, Goldman Sachs JBWere (NZ) Ltd, having responsibility for all the group's operations, compliance and funds management activities. NZX Advisor since 1994, Chartered Accountant since 1990. Former financial controller for ANZ McCaughan Securities.
Paul Ridley-Smith: Executive Manager, Morrison & Co. Morrison & Co are managers for Infratil Limited.
Andrew Beck: Barrister sole with extensive experience in commercial, tax, civil and public law litigation. Andrew has a masters degree in tax and company law.
The rules relating to the Special Division prohibit NZX (including its solicitors) from exercising the powers and functions given to the Special Division, except under an express delegation. The Special Division is not permitted to delegate to NZX (including its solicitors):
- the approval or cancellation of the listing of NZX or related entity;
- the approval, cancellation or suspension of the quotation of any securities of NZX or related entity; and
- the power to make rulings or grant waivers in relation to NZX or a related entity.
Any other delegation by the Special Division can only be if it is not inconsistent with the Special Division's objectives.
Currently, the Special Division does not receive any personnel assistance from NZX in discharging its role and there are no current delegations in place to NZX. Rather, the Special Division is supported by an independent legal advisor. NZX has put in place a guarantee of funding to enable the Special Division to receive the external advisory assistance it requires in discharging its functions.
Contact the Special Division at info@specialdivision.co.nz
