Takeovers Panel – Member

On behalf of the Minister of Commerce and Consumer Affairs, the Ministry for Business, Innovation and Employment is seeking applications from candidates who wish to be considered for appointment as a member of the Takeovers Panel.

About the Panel

The Panel is an independent Crown entity

The Takeovers Panel (the Panel) is an independent Crown entity established under the Takeovers Act 1993. The Minister of Commerce and Consumer Affairs is the responsible Minister for the Panel. Under the Crown Entities Act, Ministers have powers with regard to all entities on matters of strategic direction, targets, funding, performance, reporting and reviews.

More information on the Act(external link)

The Takeovers Panel regulates New Zealand's takeovers market. Its mandate is to strengthen investor confidence in New Zealand’s capital markets by enforcing the Takeovers Code (the Code), ensuring that shareholders, no matter their size or influence, have equal, informed opportunities to participate in major share transactions. As a specialist regulator, the Panel:

makes determinations, orders, and applications to the Court in accordance with the Act;
enforces the Code to ensure that Code-regulated transactions are transparent and equitable;
assists participants in complying with their Code obligations;
considers applications for exemptions from the Code;
reviews market practice and undertakes policy development;
reviews and recommends reform of takeover law; and
promotes public understanding of takeovers law.

Further information on the Panel(external link)

Panel Member Responsibilities

Role of Members

The Crown Entities Act sets out a consistent and coherent framework for the governance, reporting and accountability arrangements of Crown entities.

The collective duties of members are to ensure that the Panel acts consistently with its objectives, functions, its Statement of Intent, Statement of Performance Expectations, and Output Agreement and that the Panel’s functions are performed efficiently, effectively, and in a manner consistent with the spirit of service to the public, and in a financially responsible manner.

The individual duties of Panel members are:

to comply with the Crown Entities Act and the Takeovers Act;
to act with honesty and integrity, in good faith and not at the expense of the Panel’s interests, with reasonable care, diligence and skill; and
not to disclose or make use of information that otherwise would not be available to them.

Members are expected to adhere to the Public Service Commission code of conduct.

Standards of integrity and conduct(external link)

Membership of the Panel

As set out in section 6(1) of the Takeovers Act 1993, the Panel comprises of five to 11 members appointed by the Governor-General on the recommendation of the Minister of Commerce and Consumer Affairs. Members are appointed for terms of up to five years and may be reappointed for a further term or continue on the Panel until the Minister appoints a successor or chooses not to reappoint the member. Members of the Panel may resign by written notice to the Minister of Commerce and Consumer Affairs. Members may be removed from office by the Governor-General at any time for a just cause, on the advice of the Minister of Commerce and Consumer Affairs after consultation with the Attorney-General.

Time Commitment and Remuneration

Members are entitled to receive remuneration at a rate determined by the Remuneration Authority. Panel members are paid a daily fee of $1,352. In addition to fees, members are entitled to be reimbursed for actual and reasonable experiences incurred while carrying out the duties of the Panel.

The Panel meets six times a year. The Panel also has an Audit and Risk Committee which reviews and makes recommendations to the full Panel about the Panel’s external reporting documents, financial forecasts and budgets, and risk management planning; and a Human Resources and Remuneration Committee which reviews and makes recommendations to the full Panel about remuneration policy, monitors the performance of the Chief Executive, reviews and makes recommendations to the full Panel about the remuneration of the Chief Executive, and ensures that appropriate professional development and succession plans for the Panel Executive are in place.

Person Specifications

Specific Skills Required

At this time, the Minister of Commerce and Consumer Affairs is seeking candidates for two roles with the following experience and expertise:

an active interest in takeovers practice and in securities markets more generally;
experience in law (including takeovers law) and specifically in areas such as capital markets, joint ventures, corporate law, securities law, equity capital market transactions, risk management, and mergers and acquisitions; and
knowledge of the relevant legislation along with a broad understanding of the roles and responsibilities of the Panel.

Additional Skills, Experience and Attributes Required

Ideally, candidates will have some or all of the following:

strong market connections and the ability to develop valuable strategic connections with industry, participants in the investment community, and other stakeholders;
strong relationship management and communication skills, including working effectively in a collegial, decision-making environment with the ability to convey ideas clearly and accurately;
a clear sense of public accountability and understanding of the relationships between Government and Crown entities, including the Panel; and
willingness and ability to devote time and energy to the role.