Following consultations late last year, NZX has announced amendments to the NZX Listing Rules (Rules). The amendments:
- introduce requirements for Issuers to appoint Authorised Representatives; and
- clarify Issuers’ climate-related disclosure annual reporting obligations.
We have summarised in this article the key changes for Issuers to be aware of. A mark-up of the amendments to the Rules and guidance/practice notes can be found here.
Authorised Representative Requirements
The amendments to the Rules in relation to Authorised Representatives will come into effect on 24 July 2024 and apply to both existing and prospective Issuers. In summary, the amendments require Issuers to:
- Appoint a Primary Authorised Representative and a Secondary Authorised Representative.
- Provide NZX with the Primary and Secondary Authorised Representatives’ contact information.
- Ensure that their Primary Authorised Representative has successfully completed the Authorised Representative Training.
- For existing Issuers, this training must be completed by 24 January 2025.
- For prospective Issuers, this training must be completed prior to listing.
- Notify NZX of:
- Changes to an Authorised Representative’s contact information; or
- The appointment of any new Authorised Representatives.
Although there is no requirement in the Rules for Secondary Authorised Representatives to complete the Authorised Representative Training, NZX has noted that it encourages these Authorised Representatives to undertake the training.
Climate-Related Disclosures Clarification
The amendments to the Rules to clarify Issuers’ annual report disclosure obligations will come into effect on 24 May 2024. In summary, NZX is amending Rule 3.7 to clarify the manner in which an Issuer’s climate statements should be presented in their annual report. This modification reflects what the Financial Markets Conduct Act 2013 requires, being that Issuers may either:
- include a copy of their climate statements in their annual report; or
- provide a website address or URL link to where the statements can be accessed.
To reflect this amendment, NZX has also given notice of consequential amendments to the NZX ESG Guidance note.
This article was co-authored by Brayden Print (Solicitor) and Lauren Hansen (Law Clerk) from our Corporate and Commercial Team.
