Results of NZX Limited 2022 Annual Shareholders’ Meeting

Meeting Results Announcement


6 April 2022

Results of NZX Limited Annual Shareholder Meeting

At NZX Limited’s shareholder meeting, held in Auckland and online, today, shareholders were asked to
vote on 5 resolutions, which were supported by the Board.

As required by NZX Listing Rule 6.1, all voting was conducted by a poll.

The resolutions passed by shareholders were:

• That the Board be authorised to determine the auditor’s fees and expenses for the 2022 financial
year.
• That Peter Jessup (appointed by the Board as a director with effect from 1 January 2022), who
retires and is eligible for election, be elected as a director of NZX Limited.
• That James Miller, who retires and is eligible for re-election, be re-elected as a director of NZX
Limited.
• That Elaine Campbell, who retires and is eligible for re-election, be re-elected as a director of
NZX Limited.
• That the total annual remuneration payable to all directors be increased by $87,000 from
$435,000 to $522,000 with effect from 1 July 2022.

Details of the total number of votes cast in person or by a proxy holder are:
Resolution For Against Abstain
That the Board be authorised to determine
the auditor’s fees and expenses for the
2022 financial year.
140,438,643
99.92%
106,341
0.08%
104,614
That Peter Jessup (appointed by the
Board as a director with effect from 1
January 2022), who retires and is eligible
for election, be elected as a director of
NZX Limited.
139,491,172
99.19%
1,141,586
0.81%
16,840
That James Miller, who retires and is
eligible for re-election, be re-elected as a
director of NZX Limited.
134,302,483
95.50%
6,330,275
4.50%
16,840
That Elaine Campbell, who retires and is
eligible for re-election, be re-elected as a
director of NZX Limited.
139,444,177
99.18%
1,155,138
0.82%
50,283
That the total annual remuneration
payable to all directors be increased by
$87,000 from $435,000 to $522,000 with
effect from 1 July 2022.
126,524,312
98.94%
1,354,242
1.06%
464,193

James Miller
Chair

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Annual
Shareholders’
Meeting
Auckland
6 April 2022

Today’s meeting
2
•Welcome and strategic overview –
James Miller, Chair
•Report on financial and business
performance –Mark Peterson, CEO
•Resolutions
-Audit fees
-Election of Peter Jessup
-Re-election of James Miller
-Re-election of Elaine Campbell
-Director fees
•Voting
•Questions

Voting and asking questions
3
Voting Card
Question box

Welcome and
strategic overview
James Miller, Chair

New Auckland
office and Board
introduction
5
[Holding slide for Auckland office walk through]

6
NZX 2.0
Scale in capital flows drives complementary opportunities and growth
Greater
investor flows and
capital origination
More issuers
list and more
investors
participate
More liquidity
Reinforce
with global
access/
infrastructure
and broader
product/market
set
More activity drives
wider participation
Capital Flows
Helping businesses get access to capital and
providing investors opportunities to grow their
investments via equity or debt vehicles
Liquidity
Maximising the financial services we
offer to Kiwis
Product/Markets and Access:
Investing to support additional capacity
and capability to enhance the security and
performance
Empowered by: Platform, Efficiency, Resilience and Risk
NZX 2.0

7

8

Technology focus
9
•High priority placed on completing the Financial
Markets Authority (FMA) action plan
•Appointment of Robbie Douglas as Chief
Information Officer in 2021
•Appointment of Peter Jessup to the Technology
Committee in 2021

Director changes
10
•John McMahon retired from the NZX Board on 31
December 2021
•Peter Jessup appointed onto the NZX Board effective
1 January 2022
•Peter brings more than 35 years’ financial markets IT
experience –including trading, surveillance, clearing,
depository and settlement systems
•He was Senior Vice President at Nasdaq’s Global
Technology Services group, leading an international
team of software product engineers and support
personnel of over 250 across four geographical
locations.
•Peterpreviously worked for NZSE (New Zealand
Stock Exchange)

NZ RegCo
11
•NZ RegCo is structurally separate from NZX’s
commercial and operational activities
•Governed by a separate board with:
•An independent Chair -Trevor Janes; and
•The majority of members independent of the
NZX Group:
-Elaine Campbell (NZX Director)
-Annabel Cotton (Independent)
-John Hawkins (Independent); and
-Michael Heron QC (Independent)
•NZ RegCo CEO is Joost van Amelsfort

The future
12
•Mark Peterson’s employment term extended as Chief
Executive to April 2024
•With a clear date now set of CEO succession, it is an
ideal opportunity for the board to consider Chair
succession.
•The new Chair will lead the process to appoint the next
NZX Chief Executive
•NZX will continue to pursue the NZX 2.0 strategy,
including building scale in funds management and value
from its growth options.
•James Miller to step down as Chair at 2023 ASM, Chair
succession process underway with NZX’s Nomination
Committee, supported by external advisers

Directors fees
13
•Fee pool of $435,000 was last independently
benchmarked in 2003 and has remained static
since
•PWC engaged to carry out market benchmarking
for non-executive director fees based on a group
of 20 peer companies
•The outcomes of this exercise are summarised in
a report and can be found in NZX’s NOM and here
•Target overall fee pool of approximately $690,000
to allow for a Chair fee of $150,000 and NED fee of
$80,000 over three-year period
•NZX Board proposes first step to increase the
current fee pool by $87,000 to $522,000

Outlook for 2022
14
•NZX has today announced guidance* to be in the
range of $33.5 million to $38.0 million
•NZX Board notes the increased market volatility
from the start of the year, and a general tightening
in financial conditions
*The guidance is subject to market outcomes, particularly with respect to market
capitalisation, total capital listed and raised, secondary market value and derivatives
volumes traded, funds under management and administration growth, acquisition related
integration costs and technology costs
Additionally, this guidance assumes no material adverse events, significant one-off
expenses, major accounting adjustments, other unforeseeable circumstances, or future
acquisitions or divestments. This guidance should be read together with and subject to the
risks in the ‘Key Risks’ section on slide 45 of NZX’s Investor Presentation released on 17
February 2022.

Report on financial
and business
performance
Mark Peterson, CEO

Delivering on a
growth strategy
16
•Capital listed and raised remains a high priority
•Continuing to build liquidity through greater
connection, participation, functionality and new
products (NZX20 Futures)
•Partnering to accelerate the growth and realise
the potential in our Dairy market
•Investing to support scale in Smartshares and
Wealth Technologies
•Built on strong foundation –efficient and
accurate operations, resilient and secure
technology, and a sound balance sheet

Performance and
results
17
•2021 successfully continued the step-change
we saw in our markets in 2020
•Achieved higher levels of market activity
particularly for capital listed and raised, and
total value traded.
•Smartshares and Wealth Technologies
continued to gain scale providing greater
earnings diversity and a platform for future
growth

Focus on our Capital
Listed and Raised
18
•Recognition of global volatility impacting
market conditions
•2021 a solid year for new listings and capital
raisings
•Listed issuers making use of the ability to
source equity and debt funding when needed
•Continued focus on identifying new prospects

Focus on our Capital
Listed and Raised
19
•Recognition of global volatility impacting
market conditions
•2021 a solid year for new listings and capital
raisings
•Listed issuers making use of the ability to
source equity and debt funding when needed
•Continued focus on identifying new prospects

Focus on our Capital
Listed and Raised
20
•Recognition of global volatility impacting
market conditions
•2021 a solid year for new listings and capital
raisings
•Listed issuers making use of the ability to
source equity and debt funding when needed
•Continued focus on identifying new prospects

Focus on our Capital
Listed and Raised
21
•Recognition of global volatility impacting
market conditions
•2021 a solid year for new listings and capital
raisings
•Listed issuers making use of the ability to
source equity and debt funding when needed
•Continued focus on identifying new prospects

Market
development
Section footer
22
•High levels of engagement and interest in our
markets –attracting both local and
international attention
•On-market liquidity levels averaged 62% in
2021. Our objective is to reach 70-80% over
the next five years.
•Positive trends showcase how a healthy listed
market can deliver reliable liquid and open
access to investment in New Zealand

Smartshares
23
•119,869 members across KiwiSaver,
investment superannuation, and insurance
solutions
•Attracted more than $1 billion in net investor
cash flows
•Acquisition of ASB Superannuation Master
Trust management rights to add $1.8 billion in
retirement saving
•Additional $385 million of FUM transferred to
Smartshares from KiwiSaver default transition
in December 2021
•KiwiSaver default status expected to bring in
10,000 new members each year

Wealth
technologies
24
•Client transitions have driven growth, and
there is a positive outlook for this to continue
•Eight clients on the new platform, three new
onboarded in 2021
•32,095 investor portfolios being managed
through our wealth management platform
•Increased level of demand for NZX Wealth
Technologies service offerings
•Engaged with a number ofnew prospects for
project activity

25
A spotlight on Dairy Derivatives

Tech and Risk
Management
26
•Technology remains a key priority for NZX
•Capacity added to the technology and
securities IT team
•Continued focus on quality, reliability and risk
reduction
•New trading system to assist NZX in meeting
the anticipated needs of Participants in New
Zealand’s capital markets

Commitment to
sustainability
27
•NZX has held five successful NZ ETS auctions
with increased interest building
•Rising New Zealand Unit (NZU) price and
importance of NZ ETS seeing increased focus
from Government and sector
•Toitū Envirocare engaged to independently verify
and report NZX emissions from FY2022
•NZX continue to support work undertaken by the
Aotearoa Circle’s Sustainable Finance Forum,
including the launch of Toitū Tahua, the
Sustainable Finance Centre

Tribute to
teamwork
28
•NZX is bound by a team who brings our
culture to life, while we work hard to build New
Zealand’s tomorrow
•The role of capital, and a trading platform like
the exchange, is acentral chapter in the story
of New Zealand’s economic development
•We have stood the test of time, we are New
Zealand’s Exchange

Resolutions

Resolution 1:
Auditor
30
That the Board be authorised to determine the
auditor’s fees and expenses for the 2022 financial
year.

Resolution 2: Election of
Peter Jessup
31
To elect Peter Jessup as a director of NZX Limited.
Peter joined the NZX Board in January 2022, following his
appointment to the Technology Sub-committee in April 2021. He
brings more than 35 years’ financial markets IT experience –
including trading, surveillance, clearing, depository and
settlement systems.
Prior to establishing an independent consultancy in 2018, Peter
was Senior Vice President at Nasdaq’s Global Technology
Services group, leading an international team of software
product engineers and support personnel of over 250 across
four geographical locations. Over his 23 years at Nasdaq, he
oversaw the development and deployment of financial markets
products with a global customer base of over 50 exchanges,
CSDs and clearing houses.
Peter previously worked for NZSE (New Zealand Stock
Exchange), where he played a key role in automation of the
exchange, including the implementation of electronic settlement
and automated trading technology.

Resolution 3: Re-election
of James Miller
32
To re-elect James Miller as a director of NZX
Limited.
James was appointed as adirector in August 2010 and
has been NZX Chair since May 2015. He has deep
experience in the share broking industry, withmore than 14
years across Craigs Investment Partners, ABN AMRO,
Barclays de Zoete Wedd and ANZ Securities.
He is a qualified chartered accountant, aCertified
Securities Analyst Professional, and isa Fellow of both the
Institute of Chartered Accountants and the Institute of
Directors in NewZealand. James is a director of Mercury
NZ, Channel Infrastructure (previously NewZealand
Refining Company) and Vista Group.
He retired as deputy chair of ACC on 31December 2021,
andis a former director of Auckland International Airport
and Vector. was an inaugural director of the Financial
Markets Authority, and previously a member of the ABN
AMRO Securities, INFINZ and Financial Reporting
Standards Boards.

Resolution 4: Re-election
of Elaine Campbell
33
To re-elect Elaine Campbell as a director of NZX
Limited.
Elaine was appointed as a director in February 2019. She
has more than 20 years’ legal experience, primarily focusing
on financial and capital markets, IT and telecommunications
law.
Elaine is currently Chief Corporate Officer & General
Counsel of NZX-listed Chorus. During her time on the
executive team at NZX from 2002 to 2008, Elaine led the
legal workstream for the demutualisation and listing of NZX
and was responsible for the insourcing of regulatory
functions, along with chairing Smartshares.
Elaine spent five years at the Financial Markets Authority as
Director of Compliance before joining AMP as an executive
director and General Counsel. She has previously worked in
the UK and USA for multinational Sun Microsystems.

Resolution 5:
Director fees
34
To increase the NZX director fee pool by $87,000
to $522,000.

Voting

Questions

Thank you