Upcoming Rules & Guidance Changes

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Third-party Clearing and Direct Margining: Rule amendments

On 28 March 2025 the following amendments to certain rule settings will become effective to better facilitate third-party clearing structures for the settlement of Trades executed on the NZX Derivatives Market, as part of the work relating to the proposed relaunch of the S&P/NZX 20 Index Futures product:

A Practice Note that describes the application of the revised settings will also become effective on 28 March 2025:

Director Independence Review 

NZX made amendments to the NZX Listing Rules (Rules), Corporate Governance Code (Code) and Governance Guidance Note as a result of the two-stage review into its director independence settings and made minor conformance changes to Appendix 4 of the Rules relating to Mining Issuer Disclosure. These changes became effective on Friday 31 January 2025. 

Further Code amendment effective 31 March 2026 

An amendment arising from the director independence review included the insertion of a new Rule 3.8.1(f). 

Rule 3.8.1(f) requires that where one of the factors in table 2.4 of the Code applied to a Director determined to be an Independent Director during a financial year with a balance date on or after 31 March 2026, that an Issuer of Quoted Equity Securities must include in its annual report a description of: 

  • the basis upon which the relevant factor was triggered, and 
  • why the Board determined that the application of the factor did not cause the Director to have a Disqualifying Relationship. 

This new annual report disclosure requirement is currently framed as a recommendation in the January 2025 version of the Code under recommendation 2.4(c), which issuers are required to report against on a comply or explain basis. This rule amendment will require issuers to provide the disclosure in annual reports relating to a financial year with a balance date on or after 31 March 2026. 

On 31 March 2026, NZX will remove the part of the existing recommendation 2.4(c) that replicates the requirements of Rule 3.8.1(f), to ensure that there is clarity that for balance dates on or after 31 March 2026, the disclosure requirement is mandatory and no longer operates on a comply or explain basis. 

A mark-up of the Code which will become effective on 31 March 2026 is available below: 

A timeline for this change is set out below: 

2025 Code changes timeline for website