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Upcoming Rules & Guidance Changes
Should you wish to receive updates on policy related matters, please email us at policy@nzx.com with your request to be added to our mailing list.
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 1 April 2025
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 Code under recommendation 2.4(c), which issuers are required to report against on a comply or explain basis. The 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 1 April 2025, 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 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 1 April 2025 is available below:
A timeline for this change is set out below:
