NZX Full Year 2022 Results & Annual Report Published

2022 Annual Report
Positioning for
the future

About
this report
Welcome to the NZX 2022
Annual Report – Positioning
for the Future.
The report outlines the work the NZX
Group has done this year to deliver
sustainable wealth, value and
opportunities for all.
The report’s theme demonstrates
NZX’s deep commitment to
supporting growth in New Zealand’s
capital markets benefiting the
wellbeing of all New Zealanders. We
have put in place a strong foundation
for growth and are excited and
motivated by the opportunities that
exist for NZX as an exchange and
listed company.
The report includes our full
Financial Statements (and Notes to
the Financial Statements) for the
year ended 31 December 2022,
along with commentary on the
company’s financial results and
operational performance.
The Business Year (How We
Performed and Who We Are) and the
NZX Group Overview (How We Deliver
Value) provide information on our
key performance and organisational
metrics as well as our Purpose, Vision
and Strategy.
NZX Annual Report 2022

Stakeholders, customers
and investors can also read our
performance in Operating Responsibly
that covers environmental, social and
governance (ESG) matters. Broken
down into three sections (Our People,
Our Environment and Our Markets and
Economic Performance) it also includes
for the first time, key ESG metrics on a
page, making it easier for the reader to
see the NZX Group’s progress.
The report has been prepared in
accordance with the Global Reporting
Initiative (GRI) Context Index and with
the New Zealand Climate Risk
Disclosures (aligned with the Task
Force on Climate Change-related
Financial Disclosures, TCFD
recommendations). Both are located
in the Appendices.
The Governance section of the
report describes how we set the
objectives and direction for the
business, and the framework for
identifying and managing risks is
outlined in the Risk Report.
Our corporate governance
policies are available online at
https://www.nzx.com/about-nzx/
investor-centre/governance/policies.
NZX Limited is registered with the
New Zealand Companies Office and
our New Zealand Business Number
(NZBN) is 9429036186358.
This report is dated 22 February
2023 and is signed on behalf of the
Board of NZX Limited by James Miller
(Chair), and Lindsay Wright (Chair of
the Audit and Risk Committee).
.1

1. Business Year
How we performed
Who we are
Letter from the Chair
Chief Executive’s Update
Tribute to James Miller
Tribute to Nigel Babbage
2. NZX Group Overview
How we deliver value
Board
Leadership team
ESG at a glance
3. Operating Responsibly
Operating Responsibly
Our People
Our Environment
Our Markets & Economic
Performance

4
6
8
14
20
21
30
32
36
40
22
24
26
28
Contents
2.
NZX Annual Report 2022

4. Corporate
Governance 44
5. Risk Management 54
Management
Commentary 60
Directors’ Responsibility
Statement 68
Financial Statements 69
Independent
Auditor’s Report 112
Statutory
Information 116
Appendices 125
Getting in touch 138
.3

NZX Annual Report 2022
4.
How we performed
4.
NZX Annual Report 2022
* Includes ASB Superannuation Master Trust acquired FUM.
Total Capital listed and raised
$20.9b
5.7% and 20.8% 5 year av.
Information Services Revenue
$19. 4 m
10.9%
Total Value Traded
$37. 4 b
28.6% and 14.8% 5 year av.
Funds Under Administration
$9.96b
9.7%
Dairy Derivatives Lots traded
428,173
40.0%
Funds Under Management
*
$8.26b
26.4%

.5
Net Profit After Tax
$14 . 2m
5.7%
Dividend (Fully imputed)
6 .1
cents per
share
Data highlighted on pages 4 and 5 is “for the financial year ended 31 December
2022” or “as at 31 December 2022” (as applicable). Percentage changes represent
the movement from 2021 to 2022, except Funds Under Management and Funds
Under Administration which are the movement in balances at 31 December 2021
to 31 December 2022.
5 year average percentage changes represent the movement against the rolling
average for the preceding 5 years
* Operating earnings are before net finance expense, income tax,
depreciation, amortisation, gain or loss on disposal of assets, and share
of profit of associate. Operating earnings is not a defined performance
measure in NZ IFRS. The Group’s definition of operating earnings may not
be comparable with similarly titled performance measures and disclosures
by other entities. Refer to financial statements note 2 for a reconciliation of
EBITDA to NZ IFRS profit for the year.
Includes one-off acquisition and integration costs of $1.54 million in 2022
(2021: $1.35 million). Operating earnings excluding one-off acquisition and
integration costs increased 2.3% to $36.6m.
The 2022 targets are detailed in Management Commentary section on page 61 of
this report.
.5
Capital Listed & Raised (billions)
0
5
10
15
20
25
20222021202020192018201720162015201420132012
Capital Raised
1.
Business Year
Operating Earnings
*
$3 5 .1m
1.9%

6.
Who we are
NZX operates New Zealand’s equity, debt, funds,
derivatives and energy markets. To support the growth of
our markets, we provide trading, clearing, settlement,
depository, and information services for our customers.
NZX also owns Smartshares, a New Zealand issuer of
listed Exchange Traded Funds (ETFs) and KiwiSaver
provider SuperLife. NZX Wealth Technologies is a
100%-owned subsidiary delivering comprehensive online
platform functionality to enable New Zealand investment
advisers and providers to efficiently manage, trade and
administer their client’s assets.
NZX is responsible for monitoring and enforcing
the rules under which NZX’s markets operate. This
applies directly to issuers, market participants and
indirectly (through market participants) to investors. This
function is undertaken by NZ RegCo, an independently
governed entity.
Learn more about us at: www.nzx.com
Total Market Capitalisation
$216b
Listed equity, debt and funds
Secondary Markets
11.7m
Tr ade s in 2022, with a total value of $37.4b
Issuer relationships
338
To t al listed equity, debt, funds and
other securities
Information Services
6,691
Professional data terminals
Smartshares
125,0 05
Members across KiwiSaver, investment,
superannuation, and insurance solutions
NZX Wealth Technologies
33,210
Investor portfolios, with total Funds Under
Administration of $9.96b
NZX Annual Report 2022

.7
New Zealand
NZX Operations
Head Offices of NZX-listed
Companies
Global affiliations
ASX – Sydney
HKEX – Hong Kong
LSE – London
NASDAQ – New York
SGX – Singapore
TMX – Toronto
SPSE – Suva
SSE – Shanghai
WFE – World Federation
of Exchanges
SSE – Sustainable Stock
Exchanges Initiative
EEX – European Energy
Exchange
Gender Diversity All EmployeesGender Diversity of Officers & Board
45%
29%
71%
55%
Female employees
Male employees
Female managers
Male managers
36%
38%
62%
64%
Female officers
Male officers
Female directors
Male directors
Employees (FTE) by
Business Unit
Employee (FTE) by Age
149.5
17.3
75.2
77.1
NZX Markets
NZ RegCo
NZXWT
Smartshares
70.5
9.8
17.5
84.681.7
55.0
<29 years
30-39 years
40-49 years
50-59 years
>60 years
Not declared
New Zealand presence connecting a world of investments to NZ businesses
1.
Business Year
Full-time equivalent employees
(excluding contractors & consultants)
319.1

While equity markets were soft
affecting value traded, the diverse
mix of the NZX Group business and
the breadth of market offerings
available to access capital,
highlighted the strength and success
of the organisational strategy we have
implemented over the previous four
years. This enabled us to maintain
earnings through the cyclical
movement of markets and tightening
of financial conditions and is reflected
in our results.
NZX is reporting 2022 operating
earnings of $35.1 million. Excluding
NZ’s capital markets
opportunity
In a rapidly changing
economic environment, the
NZX Group demonstrated
notable resilience in 2022.
Letter from the Chair
NZX Annual Report 2022
8.

Likewise, I’m proud of our
achievements in growing the
Smartshares business with a
diversified client base, smart
acquisitions and achieving default
status as a KiwiSaver provider. Funds
Under Management that was circa
$1.7 billion when I became Chair is
now just under $8.59 billion.
In my view, Smartshares
will lead the passive market in
New Zealand in the years to come.
Given the KiwiSaver market is
around $96 billion, and most global
markets have approximately 20%
allocated to passive, the business has
a clear path to grow to $20 billion
without factoring in industry growth
factors. This is exciting for NZX and
New Zealand’s capital markets and
gives us greater control of our destiny.
This year the Board reaffirmed the
next stage of the strategy, including
encouraging stronger global
connections and opportunities,
and bringing more size, scale
and efficiencies to our capital
market operations, our funds
management (Smartshares) and
funds under administration (Wealth
Technologies) businesses.
I want to thank my fellow directors
and NZX Chief Executive Mark
Peterson and his dedicated team for
all their hard work and perseverance
this year.
There is of course much more
to be done to deliver to our growth
aspirations. NZX’s Vision is to be
a trusted New Zealand business
delivering sustainable wealth, value
and opportunities for all.
New home for NZ’s markets
2022 heralded a fresh start for
New Zealand’s capital markets with
the opening in November of the
New Zealand Capital Markets Centre
in central Auckland.
NZX’s genesis began in Dunedin
on 30 June 1866, when the first
exchange in New Zealand opened.
Regional exchanges then popped up
and later combined.
However, unlike exchanges in
London, New York or Sydney, we have
never had a real home in our biggest
city. Over the years, there have been
multiple attempts to get a NZX
capital markets centre up and running
in Auckland.
When the New Zealand Stock
Exchange moved from its undersized
premises into its grand new premises
in 1986, it was envisaged by the
Auckland Chair Michael Benjamin and
I am proud of what NZX has achieved
to grow the business and implement
a strategic plan that is bearing fruit
in terms of our global ambitions and
value for shareholders.
one-off acquisition and integration
costs, Group operating earnings were
up 2.3% to $36.6 million.
Net profit after tax for the year
(NPAT) was $14.2 million, compared
with $15.0 million the previous year.
This includes increased amortisation
costs from the continued investment
into our Wealth Technologies
platform and the acquired ASB
Superannuation Master Trust.
Dividend
Your Board has declared a final
dividend of 3.1 cents per share to be
paid on 16 March 2023 contributing
to a FY2022 dividend of 6.1 cents per
share fully imputed.
Strategic progress
I am pleased to outline the continuing
progress NZX is making in delivering
to its strategy.
I am proud of what NZX has
achieved to grow the business and
implement a strategic plan that is
bearing fruit in terms of our global
ambitions and value for shareholders.
Through our 2.0 Strategy: Growing,
Connecting, Adding Value, we are
positioning NZX for the future.
In 2022, right across the NZX Group,
we showed our Purpose by being
committed to connecting people,
businesses and capital every day.
Smartshares, Wealth
Technologies, the international
partnerships with Fonterra and
European Energy Exchange (EEX) in
GlobalDairyTrade, the SGX Group
in dairy derivatives, alongside
our growing information services
business, the Emissions Trading
Scheme and carbon auction, are
all adding value or considerable
bench strength to our core
markets business.
I take personal pride in the
international partnerships and warm
friendships which ensure that NZX is
well connected to the world and the
exciting opportunities that exist.
.9
1.
Business Year

the likes of Warren Paine, Neil Craig,
Hamish Taylor, Malcolm Brown,
Jon Cimino and Rick Flower that it
would serve as the country’s capital
market centre.
It is my understanding when
Jarden legend David Wale and
Sir Eion Edgar were brought on to
recalibrate the exchange in early
1989, there was talk then about
developing a financial centre as part
of their vision to rebuild public
confidence in the capital markets.
Visiting the Nasdaq IPO room in
2018, NZX could see how to design a
physical presence for modern capital
markets that would bring together the
community to celebrate success in an
environment where stocks are now
traded electronically and not by open
outcry. We were delighted to have our
friends from Nasdaq attend the
Auckland office opening.
Unlike many other global stock
exchanges, we had the opportunity
to create a modern centre
unencumbered by the legacy of the
past. The need for NZX to open its
offices for this purpose has been
clear to many in the community over
many decades.
The new centre celebrates
New Zealand’s capital markets past,
present and future. We want it to
be a place where corporate events
are celebrated such as IPOs, direct
listings, debt issues, company
anniversaries and new product lines.
We hope it will provide a focus point
for school and university students
and those interested in stock
exchanges to visit and understand
the proud history of New Zealand’s
public markets.
It was an honour to have Adena
Friedman, the President and Chief
Executive of Nasdaq, speak at the
office opening and for NZX’s
inaugural Chair Simon Allen to mark
the occasion by ringing the bell.
NZX has provided the location – it
is now up to everyone involved in the
New Zealand capital markets
community to ensure it becomes a
home for the New Zealand market.
But a home is only as good as the
purpose for which it was created. As
I leave NZX, I pose the question: is
New Zealand ready to accept the
challenge to grow our capital markets
and play its part in creating more and
better paying jobs and a higher
standard of living for New Zealanders?
A growth blueprint exists
Three years ago, Growing New
Zealand’s Capital Markets 2029 was
publicly released. Sponsored by NZX
and the Financial Markets Authority, it
represented the output of a broad
cross section of New Zealand’s capital
markets participants enthusiastic
about the opportunity to lift our
nation’s productivity.
It has a 10-year vision that would
create more opportunities for Kiwis
to grow personal wealth, help
New Zealand businesses to
prosper, and help future proof the
country’s economy.
The review has 42
recommendations covering KiwiSaver,
regulation, public sector assets
and infrastructure, promotion of
public markets, tax, new products,
and technology. To be effective,
the response needs to be a close
partnership between the public and
private sectors.
NZX has delivered the initiatives
earmarked for our action. We
encourage the government and
its agencies to prioritise those that
require their input. NZX has never
been better positioned than it is
now to support the government
in ensuring New Zealand’s
capital markets become
internationally competitive.
NZX Annual Report 2022
10.

As a country, we need to move
from inaction to innovation, from
imposing compliance costs that deter
new market entrants to providing
incentives that encourage the
formulation of capital. We need to
take a lead from other countries that
have taken a holistic approach where
markets and government are in step
with one another. It is time for
New Zealand to take action now
on a “NZ Inc approach” to our
economic wellbeing.
To successfully grow the
New Zealand economy, we have to be
able to generate considerable equity
capital for entrepreneurs to create
companies with the scope and scale
to genuinely compete in international
markets. Companies that try to do this
on a shoestring budget are a recipe
for burnout and failure. Each new
company established creates a head
office in a New Zealand city, thereby
creating vibrancy and quality jobs.
Economies are successful when a
government and stock exchange work
well together. This includes market
design, effective regulation and
investor education. If the NZ capital
market is to be successful, our capital
market regulatory settings need to
evolve with the best of best of our
competitors globally.
To be successful in capital
formation, New Zealand needs to
focus on the following areas: first,
creation of savings; secondly,
effective mobilisation of those savings
into the productive sector; and
thirdly, investment of those savings.
With KiwiSaver, point one has been
largely achieved, but more needs to
be done on points two and three.
That is what Capital Markets 2029 is
trying to facilitate. NZX and our
markets are key methods in achieving
these outcomes.
NZX would welcome the
opportunity to work with the
New Zealand Government on rolling
out the highest priority, highest
impact initiatives that will benefit
New Zealanders well into the future.
It’s about ensuring we reach a level
of balance between efficient capital
formation to grow the economy and
investor protection.
Governance & regulation
In August we announced that NZX
would establish a new institute, the
Corporate Governance Institute (CGI),
as a centre for thought leadership
around corporate governance in
New Zealand’s listed companies (see
case study and members on page 42).
The development of the CGI follows
public consultation last year on the
NZX Corporate Governance Code.
The aim of the CGI is to ensure the
NZX Main Board has settings in place
that will improve performance and
increase shareholder value in a
sustainable manner, while lowering
issuers’ cost of capital.
The CGI will shift away from
developing assertion-based policy
and move to delivering outcomes
supported by evidence and academic
research. It aims to be a market leader
for corporate governance settings
that are appropriate for a leading,
innovative, regional stock exchange.
We hope the CGI will follow in the
successful footsteps of NZ RegCo, the
independently governed entity,
responsible for performing
NZX’s frontline regulatory functions.
NZ RegCo continues to grow from
strength to strength and I want to
acknowledge the diligent work of
Chair Trevor Janes, the NZ RegCo
Board and Chief Executive Joost van
Amelsfort and his team.
NZX has provided the location – it
is now up to everyone involved in
the New Zealand capital markets
community to ensure it becomes a
home for the New Zealand market.
.11
1.
Business Year

NZX Board Changes
As previously announced in February
2022, I am stepping down as Chair of
NZX in April 2023 after the annual
shareholder meeting (ASM). It has
been an absolute privilege to hold
this role and serve on the Board.
In October 2022, the NZX Board
announced to the market that
experienced markets practitioner Rob
Hamilton had been appointed to the
Board and would be Chair Elect,
following confirmation at the ASM in
April 2023.
I am delighted Rob is prepared to
step up and give back to the capital
markets as his leadership skills,
intellect and more than 30 years’
experience in the financial sector will
place him well to oversee the myriad
of matters that NZX manages as a
market operator and business.
Rachel Walsh also joined the
Board in October. Rachel is the Chief
Financial Officer of Datacom Group
and, having worked at Rank Group
Limited and the US markets, she also
brings a private equity lens to the
board table. She will bring capacity
and depth to the Audit and Risk and
Clearing committees.
Rob and Rachel are proven
performers whose strong
understanding of markets, listed
company requirements, financial
services and increasing business
performance will be of great value
to NZX. So too will Dame Paula
Rebstock, whose appointment to the
NZX Board was announced on
1 February 2023. Dame Paula will
bolster our board with her broad
governance skills and experience,
passion for listed markets, proven
funds management expertise, and
deep understanding of government
and regulation.
As part of the succession process,
directors Nigel Babbage and Richard
Bodman decided to take the
opportunity to retire from the Board
at the end of the year after both
having served more than five years.
Richard has been an excellent
director, bringing first-class technical
skills alongside promoting high-
quality ethical standards and
behaviour. He helped drive the
establishment and expansion of our
Wealth Technologies business
alongside improvements in our
technology and clearing operations.
It was with great shock and
sadness that Nigel passed away
suddenly in November (see tribute on
page 21). Nigel was a great champion
of New Zealand’s capital markets and
had many friends at NZX.
Finally, acknowledgement needs
to be made to Victoria Newman,
NZX’s 2022 Future Director. Victoria’s
considerable strategic consulting and
project management experience,
coupled with her incisive analysis of
issues and clear communication style,
have been very much valued by the
Board. The Board welcomes our sixth
Future Director, Sarah Miller (no
relation) from 1 January 2023. These
changes mean in 2023, the NZX
Board will, for the first time, have a
majority of directors who are women.
Acknowledgements &
future direction
When Mark Peterson and I
commissioned the 150-year history
of NZX and hosted celebrations
throughout the country, many
commentators were of the view we
wouldn’t make it to 200 years as a
standalone entity. While I haven’t
delivered on the total shareholder
returns I would have liked, broker sum
of the parts valuations clearly indicate
considerable latent value has been
created by a very talented and hard
working team. I have every
confidence future boards will extract
this value and the capital markets
community can confidently look
forward to NZX celebrating its 200th
birthday in 43 years.
Creating NZ RegCo, the CGI, the
Capital Markets Centre, opening
the company’s eyes to the potential
of NZX with our board visit to New
York in 2018, uniting the markets
behind our 150th celebrations, and
the Capital Markets 2029 vision,
are all personal highlights for me.
I am also proud of the strength of
the positive working relationship I
have developed with Mark and the
successes we have achieved. Special
thanks must go out to Mark and
Chief Financial & Corporate Officer
Graham Law in particular for their
strong and considered leadership,
advice and ability to deliver to the
organisational strategy.
Finally, a sincere and very humble
thank you to all the shareholders of
NZX, along with the capital markets
community, Ministers, the FMA, NZX
directors (past and present) and our
NZX staff, for having confidence in
me and for having my back in my time
as Chair.
As previously announced in
February 2022, I am stepping
down as Chair of NZX in April
2023 after the annual shareholder
meeting (ASM). It has been an
absolute privilege to hold this role
and serve on the Board.
NZX Annual Report 2022
12.

James Miller
NZX Chair
The next stage in the growth
journey for NZX has started and, as I
pass the baton to Rob, I have every
confidence in his ability to move the
New Zealand capital markets to a
place where entrepreneurs and savers
work together to create a more
prosperous future for our country.
.13
1.
Business Year

NZX Annual Report 2022
14.
At the same time, the increasing cost
of capital and a tight labour market,
impacted the operating environment.
Despite these challenges, the NZX
Group delivered a pleasing result due
to the diversity of our product
offering and the robust building
blocks for growth we have been
putting in place since 2017.
Our results and achievements for
the year ended 31 December 2022
demonstrate steady progress in
delivering our growth strategy and
balancing costs with opportunity. We
have made significant progress in
strengthening the business and our
Maintaining earnings
through market cycles
With the tightening of
monetary policy, rising
inflation and interest rates,
the war in Ukraine, and the
lingering financial effects
from a pandemic, it was
unsurprising the global
economy in 2022 prioritised
economic certainty. This
materially changed market
conditions worldwide.
Driving growth
and leverage
Chief Executive’s update

.15
Technologies businesses , there are
long-term structural market tailwinds
that support strong growth in both.
Performance and results
Group result
Despite the step back in market
activity in 2022, our overall revenue
growth reflected the strength of our
strategy and earnings base.
Smartshares and Wealth Technologies
continue to provide a platform for
future growth.
While total value traded on NZX
secondary markets was down 28.6%
to $37.4 billion, Group operating
earnings (EBITDA) held up well at
$36.6 million and including
acquisition and integration costs were
$35.1 million – up 1.9% on 2021.
Group revenues were up 8.8% to
$95.7 million for the full year.
Operating expenses, excluding
acquisition and integration costs,
increased 13.3% to $59.1 million
largely due to headcount and wage
inflation caused by a highly
competitive and tight labour market.
Depreciation was higher due to
the fit out of the new Capital Markets
Centre in Auckland and full year
impact of IT infrastructure
improvements completed
through 2021.
We have detailed our financial
results in the Management
Commentary on page 60.
Capital markets – progress in
challenging times
Despite complex market conditions
impacting total value traded, in 2022
we had a strong year in capital listing
and raising activity showing the
strength of public markets
through cycles.
We are developing a vibrant
capital listing and raising business
across equity, funds and debt, driving
scale across all areas of issuance.
Interest in listing and raising remains
strong. However, a number of
companies deferred to 2023 as a
result of adverse market conditions.
In 2022, $20.9 billion of capital
was listed and raised on market. This
this was one of the strongest years of
capital listed and raised since the
Mixed Ownership Model programme
and continues the positive run of the
last 10 years.
Pathways to listing worked well
with seven new issuers joining NZX.
Promoting these pathways was a key
recommendation in Growing
New Zealand’s Capital Markets 2029.
In 2022 there was a shift from equity
to debt, reflecting global market
conditions.
This year we had a direct listing
(Black Pearl Group), a foreign
exempt listing (Ampol), a fund listing
(Booster), three new debt issuers
(Southland Building Society, Westpac,
and Napier Port) and a reverse
listing (WasteCo).
We are driving this growth
through an embedded origination
model actively connecting parties
in the capital markets ecosystem.
We have had 28 new listings since
January 2020 in equity, debt
and funds.
A key feature of 2022 was the
strength of the listed debt market.
During the height of the COVID-19
outbreak we saw a pivot away from
bonds as investors climbed up the risk
curve to achieve returns. In 2022
bonds were back with 26 bond deals
Our ambitions to round out our capital
markets product offering in areas
such as equity derivatives and carbon
markets will broaden our earnings base,
add scale to our settlement and clearing
activities and mature our market.
market and operations infrastructure
in the last five years.
Market cycles are inevitable. What
NZX was focused on in 2022 was
continuing to grow our revenue,
maintain our earnings, drive
efficiencies and maximise the
leverage off the acquisitions and
investments we have made in recent
years under our strategy. We continue
to develop our business to capture
opportunities that will have an upside
when markets recover.
We are making good progress
towards growing a more integrated
financial markets infrastructure and
services business. Our ambitions to
round out our capital markets product
offering in areas such as equity
derivatives and carbon markets will
broaden our earnings base, add scale
to our settlement and clearing
activities and mature our market.
We are globalising our footprint
across all businesses – as evidenced
by the partnerships between NZX,
Singapore Exchange (SGX Group),
European Energy Exchange (EEX)
and Fonterra in GlobalDairyTrade and
SGX-NZX Global Dairy Derivatives.
We see significant opportunities
in a ‘star alliance-type’ strategy.
Global partnerships will help us
achieve scale.
In addition, most exchanges have
a level of diversification, and in our
case, for the Smartshares and Wealth
1.
Business Year

NZX Annual Report 2022
16.
on market, and more than $11.3 billion
listed and raised.
ESG bonds remain strong with
41 bonds listed on the NZDX in the
ESG category, representing 26% of
listed bonds on issue. We expect
to see green bonds continue to
grow as more companies look to
raise funds for projects to deliver
environmental benefits.
In December Zespri announced its
intention to list on the NZX in 2023.
NZX is looking forward to working
constructively with Zespri on the
listing process in the year ahead.
In line with the recommendations
in Growing New Zealand’s Capital
Markets 2029, we continue to support
our issuers through high-quality
communication and engagement
offerings. This includes utilising our
new media room in our Capital
Markets Centre in Auckland.
In 2022 we provided podcasts,
spotlight videos, virtual investor
events, education workshops, and
media and social media support. It’s
great to be engaging with issuers in
this way and to see the new office
being used as it was intended to be –
as a central hub for New Zealand’s
capital markets.
While total value traded was lower
in 2022 due to ongoing market
uncertainty, NZX maintained our
on-market liquidity levels of 64%. The
expectation remains that we reach
80% in the next five years. Increased
on-market trading is key to driving
new participation, particularly
globally, and increasing overall
transparency and liquidity in
our market.
We continued to evolve our
connectivity and enlarging our global
footprint by making connecting to
NZX markets easier and more resilient
for market participants.
Despite softer market conditions,
Information Services revenues
continue to grow (up 10.9% or
$19.4 million including connectivity
revenue) and will be a source of
recurring revenue growth into
the future as we develop new
product and delivery mechanisms.
Professional terminal numbers
remain steady, with an uplift in
revenue demonstrating strong
interest in our markets from local and
global investors.
Another area of exciting growth,
due to the strength of our global
connections, is Dairy. Across the
global dairy value chain, NZX is now
well positioned across all of the key
pillars – physical, financial, and data.
GlobalDairyTrade (GDT), in which
NZX has a one-third shareholding
alongside Fonterra and EEX, is
making steady progress on its
three-year strategy. In August we saw
the delivery of more frequent price
discovery to the physical market
through the weekly auction known as
GDT Pulse.
The dairy derivatives partnership
between NZX and SGX Group has led
to a significant increase in growth with
the annual volume trading record
broken on 20 October 2022. By the
end of 2022, our full year results were
40% up on the year before.
The partnership has seen NZX’s
dairy derivatives listed on SGX’s
derivatives platform, and combines
NZX’s core dairy expertise in industry
engagement, market insight, research
capability, and product development
with SGX’s leading Asian presence
and global distribution capability.
Since 2021 NZX, in partnership
with the EEX, has been managing the
New Zealand Emissions Trading
Scheme Auctions for New Zealand
Units (NZUs). The auction now has 102
fully registered participants, ranging
across multiple sectors within
New Zealand and abroad. The
partnership with EEX is consistent
with NZX’s strategy of building global
connections with partners that have
proven expertise.
The relationship with participants,
the Ministry for the Environment (MfE)
as the operator and EEX, remains
strong and collaborative. This has
enabled NZX to not only deliver
continued successful auctions but to
provide system and process
efficiencies to benefit the market
and operator.
The secondary carbon market also
provides opportunities to deepen
carbon trading in New Zealand. In
November, the New Zealand
Government announced a Request for
Information for a centralised,
regulated exchange operator for the
trading of spot carbon. NZX is
supportive of the potential market
benefits of this opportunity.
Smartshares
Smartshares is New Zealand’s leading
passive and systematic investment
manager and provider of Exchange
Traded Funds (ETFs) and is well
positioned for further growth.
In November, Smartshares’ strong
performance in 2022 saw it win
Research IP Fund Manager of the
Year. It also won three other awards:
the Longevity Award (SMS US 500),
Global Equities Fund of the Year (SMS
US 500), and the Australian Equities
Fund of the Year (SMS AU Top 20).

.17
Smartshares continues to
be on a strong growth path. In
recent years we have been steadily
building capability with our people
and technology to match our
growth ambitions.
While the changes in market
conditions this year impacted top line
Funds Under Management levels, this
was largely offset by strong net cash
inflows of $800 million and the
acquisition of the ASB
Superannuation Master Trust. This
lifted overall FUM to $8.26 billion.
Operating earnings including
acquisition and integration costs
lifted 42.8% to $11.2 million.
We have said we would look for
the right mergers and acquisitions
opportunities that fit our strategy.
This has included the ASB
Superannuation Master Trust
announcement in 2021 and, this year
in November, the announcement of
the purchase of boutique fund
manager, QuayStreet Asset
Management, and its $1.6 billion in
FUM from Craigs Investment Partners.
The $25 million acquisition of the
ASB Superannuation Master Trust was
completed in February. Some services
continue to be provided by ASB and
we expect the transition of investment
administration, investment
management and registry services to
be completed in the second half
of 2023.
QuayStreet provides another
opportunity towards achieving scale
and operating leverage in
Smartshares. Scale and operating
leverage are important elements for a
funds management business. Our
market analysis indicates $15-
$20 billion of FUM is the point when
cost bases are at their most efficient
for New Zealand fund managers.
The QuayStreet funds will be
offered as an additional product set
to the Smartshares offering. In time,
Smartshares, with input from Craigs
and clients, will work to align and
refine the products to ensure the
funds continue to meet customer
needs and represent good value
for money.
Smartshares is on a strong
pathway to $20 billion of FUM and
remains focused on offering funds to
investors that track the performance
of an index or use a systematic
approach to investing with an ESG tilt.
NZX Wealth Technologies
The NZX Wealth Technologies
platform provides core market
infrastructure to New Zealand’s
financial advice community, aligning
to NZX’s purpose of connecting
people, business and capital
every day.
It offers an open, modern and
efficient fully cloud-based platform
for advisers and financial services
providers to manage, trade,
administer and report performance of
their clients’ investments.
In 2022 the team transitioned
more clients on to the platform,
secured new prospects and extended
functionality to existing partners. This
includes implementing Calastone
using application programming
interfaces which automate and
streamline fund manager
transactions. The NZX Wealth
Technologies platform is the first in
New Zealand to do this.
Impacted by market conditions,
Funds Under Administration (FUA)
ended the year with $10 billion.
Revenue reached $6 million – an
increase of 36.3% from 2021.
NZX Wealth Technologies’
pipeline prospects remain strong.
Further FUA growth is underpinned
by a large, contracted client that is
being onboarded in 2023/24. We are
working with a good number of
prospects of medium to high
conviction that will add scale and
recurring revenue to our business,
achieving our original objectives and
targets for the business.
NZX Wealth Technologies is well
regarded and respected in the
New Zealand market. We believe in
the business. That’s why in November
we announced we were considering
whether there was a strategic partner
for NZX Wealth Technologies that
could enhance and accelerate the
opportunities it has ahead of it.
Refreshed Purpose and Vision
Our goal as an exchange is to provide
businesses with access to capital to
fuel their growth and to contribute to
the New Zealand economy. Likewise,
as a business we want to deliver
sustainable wealth and value to our
shareholders and New Zealand.
This year we set about refreshing
our organisational Purpose (why we
exist) and Vision (what we want to
achieve) to better demonstrate the
value and impact of NZX to our
customers, shareholders and
New Zealand.
This is illustrated in the diagram
on page 23 that pulls together in one
place our new Purpose and Vision,
alongside our Values and Strategy. It
demonstrates that our customers are
at the heart of what we do.
It also provides a clear customer
focus for our people, no matter if they
work in market facing roles,
operations, Smartshares, Wealth
Technologies, NZ RegCo, or
corporate and support functions.
1.
Business Year

NZX Annual Report 2022
18.
Committed to transparency and
progress on ESG
ESG remains a priority area for
NZX and we have further
opportunities within our business
alongside providing capability and
leadership for the wider market to
leverage. We continued to make
steady progress in 2022 across the
business and NZX achieved net
carbon zero certification for the 2021
and 2022 years from Toitū Envirocare.
Governance remains our strength
while our focus in the year ahead will
be on improving our transparency
and communication on the
environmental and social aspects
of ESG.
During the period NZX completed
our review of the NZX Corporate
Governance Code (CGC) after
comprehensive engagement with
industry. We were delighted with the
interest and thoughtful feedback we
received. The updated Code will
promote good governance in
business practices, including greater
environmental, social and governance
disclosure among listed companies.
As the operator of New Zealand’s
stock exchange and markets, as a
financial services and technology
business, and as a regulator (NZ
RegCo), our focus is to create value
while delivering a positive impact on
society and the environment.
Demonstrating our commitment
as a business and market operator, in
2022 NZX has published for the first
time our Climate Statement and
partnered with BusinessDesk in
sponsoring its new Sustainable
Finance section. Public markets will
continue to play an important role in
facilitating the flow of capital towards
decarbonising the New Zealand
economy.
NZ RegCo – upholding market
integrity
Special acknowledgement needs to
be made for NZ RegCo, the
independently governed entity,
responsible for monitoring and
enforcing compliance by listed issuers
and accredited market participants
with NZX’s market rules.
Under the leadership of Chief
Executive Joost van Amelsfort, NZ
RegCo continues to go from strength
to strength. It was pleasing to see in
the Financial Market Authority’s
annual NZX market operator
obligations review in June recognition
of how effectively NZ RegCo was
operating as a standalone frontline
regulator and demonstrating an
appropriate level of independence
from NZX.
NZX was also pleased with
the findings of that review which
noted the significant improvement
in NZX’s technology and systems
capabilities, personnel and risk
management practices.
Exciting opportunities ahead
Our group strategy to 2027 is clear:
round out our product offering in
capital markets in line with other
exchanges internationally and drive
scale and operating leverage across
the broader business to increase our
revenue base.
We know our product offering
could be expanded (equity
derivatives, carbon markets) which is
key to driving further growth in
capital markets activity and greater
global connections. Carbon and
energy markets are strategically
beneficial to New Zealand. As a
trusted and established exchange
operator in these sectors, NZX can
add significant value helping
New Zealand businesses achieve their
climate change goals.
In mature markets, derivatives
are core to revenue generation.
Unsurprisingly the resulting
revenues sit in the trading and post
trading functions.
Derivatives, in particular equity
derivatives, are core to revenue
stability. Derivatives also drive
growth across multiple layers of
the capital markets including cash
market trading, participation and
data revenues.
We will continue to push hard to
deliver the S&P/NZX 20 Index Futures
in 2023. We have a cornerstone
group signed on with 12 local and
global fund managers supporting
it. Work is well underway on risk
recovery tools and clearing house
settings to prepare the platform for
global participants.
In NZX post trade there is
headroom for scale, supporting new
product developments essential to
market growth such as derivatives,
additional services and efficiencies
essential to market participants.
We will continue to explore
providing more traded products and
increase scale in clearing and
settlement. Increasing the first helps
deliver the second.
Our biggest strength is our people
In 2022 geopolitical and
macroeconomic events were added
Governance remains our strength
while our focus in the year ahead will
be on improving our transparency and
communication on the environmental
and social aspects of ESG.

.19
Mark Peterson
Chief Executive Officer
to the growing list of significant
challenges the world economy and
businesses are facing.
Through all of this I am extremely
proud of the fortitude and resilience
NZX staff continue to demonstrate.
‘Committed’ and ‘customer
focused’ are words that best sum up
the collective attitude this year. They
are a testament to the calibre of our
people – and their ability to cope with
constant change – alongside strong
management by our senior leaders.
With our strategic direction clear,
I am excited by the opportunities
Operating earnings (EBITDA) are before net finance
expense, income tax, depreciation, amortisation,
gain or loss on disposal of assets, and share of
profit of associate. Operating earnings is not a
defined performance measure in NZ IFRS. The
Group’s definition of operating earnings may not
be comparable with similarly titled performance
measures and disclosures by other entities. Refer
to financial statements note 2 for a reconciliation of
EBITDA to NZ IFRS profit for the year.
before us to leverage off and best
utilise the investments we have made,
bringing significant benefits to our
shareholders, customers and country.
1.
Business Year

A Tribute to
James Miller
James Miller joined the Board
of NZX in August 2010 and
he took over from Andrew
Harmos as Chair of NZX in
May 2015.
From everything that James says and
does, it is clear he sees New Zealand’s
capital markets as a critical element in
assisting the growth of New Zealand’s
productivity and economy alongside
building its relevance on the
global stage.
James has demonstrated huge
passion for driving NZX’s growth
towards becoming a globally
connected capital market and a more
diversified and resilient financial
services company.
He has always been a forward
thinker. He sees the bigger picture
clearly and is driven to always be
better. James has brought all his
capital markets experience and
industry network to bear and has
dedicated an enormous amount of
time, energy and enthusiasm to NZX
over the years. He also understands
the importance of the organisation’s
people and culture to the delivery of
its objectives.
I have been privileged to work
closely with James since becoming
NZX Chief Executive in 2017. He has
always offered his wisdom, guidance
and support to me over his tenure,
for which I am sincerely grateful.
The role of NZX Chair is
considerable, and it is only right to
also recognise the support that
James has received from Gillys and
his family over the years.
On behalf of the wider NZX
community, I would like to thank
James for his enormous contribution
to the business and New Zealand’s
capital markets and we wish him
every success for the future.
Mark Peterson
Chief Executive Officer
NZX Annual Report 2022
20.
Otago University BNZ Bloomberg Markets Lab Opening.
Photographer: Dave Bull.

Champion of
New Zealand’s
Capital Markets
It was with great shock and sadness
we heard that NZX Director
Nigel Babbage had passed away
suddenly in Christchurch on
20 November 2022.
Nigel, a NZX Board member
since 2017 and a friend to many at
NZX, had been a long-term advocate
of NZX and stock markets. He had
proven international experience and
had served on the Foreign Exchange
Committee of the Federal Reserve
Bank of New York.
Nigel was a proud champion
of NZX as a board member
and significant shareholder. He
was a man of immense passion
and integrity, something he
demonstrated throughout his
sterling 35-year career as a currency
trader, businessman, conservationist
and director. In his own words he
was a “market junkie”.
Never was there a greater
supporter of NZX as a market
operator and as a business than
Nigel. He bought shares in NZX
when it listed in June 2003 and
vowed he would never sell them. He
loved speaking to staff, finding out
what was happening on the
shop floor.
Nigel’s deep financial and capital
markets experience, and insights
had been of great benefit to NZX in
delivering to its growth strategy,
particularly around derivatives.
Nigel always backed NZX in
looking for opportunities to grow
New Zealand’s capital markets and I
know Mark Peterson and the NZX
team really appreciated that. He was
passionate about NZX succeeding.
We will miss him greatly –
especially his self-deprecating sense
of humour and ebullient personality.
At every meeting, at any in person
discussion or phone call, his focus
was all about the business, and
the wider capital markets, growing
and succeeding.
In October, Nigel announced
he was retiring from the NZX
Board. The 22 November NZX
Board meeting was to be his last.
Our thoughts go out to Nigel’s
family, including sons, Charles and
Edward, and siblings Nicki, Kate
and Andrew.
James Miller
NZX Chair
.21
1.
Business Year
Otago University BNZ Bloomberg Markets
Lab Opening. Photographer: Dave Bull.

How we
deliver value
For 156 years we have been creating
and delivering opportunities for Kiwis
to grow their personal wealth and
helping businesses prosper. As
New Zealand’s Exchange, we are
proud of our record in supporting
and fueling the growth and global
ambitions of local companies.
NZX is an integral part of the
New Zealand economy. By operating
efficient, effective, transparent and
resilient public markets, we help
provide the capital for business to
grow, innovate, invest in much-
needed infrastructure, and create
more and better paying jobs for
New Zealanders.
Our Purpose or mission, lies at
the heart of why we exist. We are
New Zealand’s Exchange, an
integrated financial services business,
and a frontline market regulator.
We utilise our expertise and
connections here and overseas to bring
together all the ingredients required for
economic prosperity. We are people
helping people. Customer service is in
NZX’s DNA and in the people we
employ. We want to make a positive
impact on people’s lives.
Our Vision is our goal or aspiration
of what we want NZX to achieve.
We want to ensure we grow our
business – and the businesses and
individuals we serve – in a way that is
sustainable and profitable; helping
our country, and the citizens who
live in it, succeed.
Our Values are the behaviours our
people demonstrate that underpin
our Purpose and achieve our Vision.
Our Strategy is the guide rail for
our decision making. We are growing
a more integrated financial markets
infrastructure and services business,
building on NZX’s core strengths and
continuing to explore growth
opportunities across our businesses
to create further value to our
shareholders over time. Successful
execution will benefit consumers of
capital, investors, our shareholders
– and ultimately our economy and
the standard of living of all
New Zealanders.
The Operating Responsibly
section in this report outlines how
and where NZX delivers value.
NZX has a dual role:
strengthening New
Zealand’s exchange
with resilient, vibrant
markets; and growing
a more integrated
financial markets
infrastructure and
services business.
NZX Annual Report 2022
22.
Committed to
connecting people,
businesses &
capital every day
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.23
2.
NZX Group Overview

James Miller – Chair
James was appointed as a director in
August 2010, and has been NZX Chair
since May 2015. He has deep
experience in the sharebroking
industry, with more than 14 years
across Craigs Investment Partners,
ABN AMRO, Barclays de Zoete Wedd
and ANZ Securities. He is a qualified
chartered accountant, a Certified
Securities Analyst Professional, and
is a Fellow of both the Institute of
Chartered Accountants and the
Institute of Directors in New Zealand.
James is a director of Mercury NZ,
New Zealand Refining Company and
Vista Group. He is a former deputy
chair of ACC and former director of
Auckland International Airport and
Vector. He was an inaugural director
of the Financial Markets Authority,
and previously a member of the
ABN AMRO Securities, INFINZ and
Financial Reporting Standards Boards.
* Nigel Babbage and Richard Bodman resigned
from NZX Board effective 22 November 2022
and 31 December 2022 respectively.
** Rob Hamilton and Rachel Walsh were appointed
to the board effective 12 October 2022.
*** Dame Paula Rebstock was appointed to the
Board effective from 1 February 2023.
Frank Aldridge – Director
Frank was appointed as a director in
May 2017. Frank has an extensive
understanding of New Zealand’s
capital markets having spent more
than two decades working for Craigs
Investments Partners where he led
the business for 16 years as Managing
Director through a period of
significant growth and expansion
between 2005 to March 2021. In
addition during this period, he was
also Chair of Australian-based
Wilsons Advisory and Stockbroking,
former member and Chair of
New Zealand Securities Association,
and sat on several of Craigs
Investment Partners’ subsidiary
Boards. Frank is an accredited NZX
Adviser, Financial Adviser (FA), and a
Chartered Member of the Institute of
Directors. Frank currently is a Director
of Avion Private advising corporates,
trusts and individuals.
Nigel Babbage
*
– Director
Nigel was appointed as a director in
December 2017. Nigel spent more
than 35 years working in financial and
capital markets locally and globally,
and brought to NZX extensive
clearing and derivatives experience.
Nigel previously held executive roles
with British Petroleum (now BP) and
Citibank, managing the New York
currency derivatives desk, and
worked for BNP Paribas, where he
took on the joint role of Global Head
of Currency Derivatives Trading and
Head of North American Foreign
Exchange. He served on the Foreign
Exchange Committee of the Federal
Reserve Bank of New York for three
years. Nigel was CEO of Christchurch-
Elaine Campbell – Director
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
Richard Bodman
*
– Director
Richard was appointed as a director
in April 2017. Richard has spent more
than 25 years working in the financial
services sector, including 17 years at
Jarden (previously First NZ Capital)
where he held several executive
roles, including Managing Director
and Head of Compliance. Prior to
this, Richard spent seven years as an
inspector for the Securities & Futures
Authority in London. Richard is an
independent director of Forsyth Barr
Custodians Limited, Forsyth Barr
Cash Management Nominees
Limited, Octagon Asset Management
Limited and Te Ahumairangi
Investment Management Limited,
and a member of the Institute of
Directors. Richard has been a
director of First NZ Capital and a NZX
registered Compliance Manager.
Our
Board
based investment company Mohua
Investments Limited.
See tribute to Nigel on page 21.
NZX Annual Report 2022
24.

Lindsay Wright – Director
Lindsay was appointed as a director in
February 2018. She has more than
30 years’ financial services and funds
management experience locally and
globally. Lindsay is CEO of Funds
Management at Sun Hung Kai & Co.
She has held a range of senior roles in
the funds management sector both
globally and regionally (APAC) for
Matthews Asia, BNY Mellon
Investment Management, Invesco
Hong Kong, Harvest Funds and
Deutsche Asset Management. Lindsay
started her career with Bankers Trust,
becoming CFO/COO before moving
to Deutsche Asset Management.
From a governance perspective she
has served as Deputy Chair of the
Board and Chair of the Audit and Risk
Committee of the Guardians of the NZ
Super Fund, and as a director of
Kiwibank. Lindsay has a Bachelor of
Commerce from the University of
Auckland and is a Fellow of the Hong
Kong Institute of Directors.
Rachel Walsh
**
– Director
Rachel was appointed as a director in
October 2022. She is a senior financial
executive and a Fellow of CAANZ.
She is the Chief Financial Officer of
Peter Jessup – Director
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
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.
Rob Hamilton
**
– Director
Rob was appointed as a director in
October 2022. He will take over the
Board Chair role from James Miller in
April 2023 subject to confirmation at
the annual shareholder meeting.
Rob is a respected member of the
capital markets and finance
community in New Zealand, with more
than 30 years’ experience in senior
executive and governance roles. Rob is
currently an independent director of
Westpac New Zealand Limited,
Tourism Holdings Limited and Oceania
Healthcare Limited. He was previously
Chief Financial Officer of SkyCity
Entertainment Group Limited and a
Managing Director and Head of
Investment Banking at Jarden
(formerly First NZ Capital).
Rob is also a trustee of the Auckland
Grammar School Foundation Trust and
has previously been a Board member
of Auckland Grammar School and the
New Zealand Olympic Committee.
Dame Paula Rebstock
***
– Director
Dame Paula joined the NZX Board in
February 2023. She is a leading
Auckland-based economist and
company director, who was made a
Dame Companion of the New Zealand
Order of Merit in 2015 for services to
the State. Dame Paula has extensive
professional experience in corporate
and public services governance. She
is Deputy Chair of NZX-listed Vector,
and also serves on unlisted entities
including AIA Sovereign Insurance
New Zealand, Auckland One Rail,
Chair of Asia Pacific Healthcare
Group, and Sealink New Zealand
among others. Dame Paula is a former
Chair of the New Zealand Commerce
Commission, and the Accident
Compensation Corporation (ACC);
was a Deputy Chair of KiwiRail, and a
Director of Auckland Transport. She is
a member of the Clearing,
Nominations and Human Resources
and Remuneration committees.
Nasdaq’s Global Technology Services
group, leading an international team
of software product engineers and
support personnel of over 250 across
four geographical locations. 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.
Datacom Group and a member of the
External Reporting Advisory Panel
(XRAP). Rachel was previously CFO at
listed healthcare company Abano
Healthcare Group. She has worked at
Rank Group Limited where she was
involved in private equity acquisitions
and divestments, debt raising in the
US markets and financial reporting in
the US market and under International
Financial Reporting Standards.
Ms Walsh has also worked at
PricewaterhouseCoopers as a
Director in Audit. She is a member of
the NZX Audit and Risk, Clearing and
Technology committees.
.25
2.
NZX Group Overview

Mark Peterson – Chief Executive
Mark joined NZX in May 2015 and
became Chief Executive in
April 2017. He has 30 years’
experience in financial services
covering the capital markets, private
wealth, institutional and retail
banking, and insurance. Mark
previously worked as the Managing
Principal of ANZ Securities, and
before that held senior management
roles with First NZ Capital, ANZ and
The National Bank of NZ.
Jeremy Anderson – General
Manager, Capital Markets
Development
Jeremy joined NZX in March 2017.
He has significant experience
working in the agribusiness,
technology and financial service
sectors across Australia and
New Zealand. Prior to joining NZX,
Jeremy led and executed Vodafone
New Zealand’s agribusiness strategy.
Since working for NZX he has led the
NZX Agri business, established and
led the Information Services business
and now leads the Capital Markets
Development business. His areas of
expertise include; leadership,
strategy development, sales
management and innovation.
Graham Law – Chief Financial &
Corporate Officer
Graham joined NZX in November
2017. He has considerable experience
working across the financial and
professional service sectors in
New Zealand and the United
Kingdom. Graham previously worked
as Head of Finance at ACC, and prior
to this was Managing Director and
Lisa Turnbull – CEO, Wealth
Technologies
Lisa joined NZX in November 2016
and has led the growth of the Wealth
Technologies platform business from
Our
Leadership
Team
Kristin Brandon – Head of Policy
& Regulatory Affairs
Kristin joined NZX in 2007 and is
responsible for leading the
development of NZX’s market
rules, and managing NZX’s
regulatory relationships. Kristin has
extensive experience in financial
services law, having previously
worked in legal roles in corporate
and commercial, and financial
services teams at DLA Piper and
Chapman Tripp in New Zealand,
and Dechert LLP in London. Kristin
holds an LLB(Hons) and BCA
(accounting major) from Victoria
University in Wellington.
Robert Douglas – Chief Information
Officer
Robert joined NZX as the Chief
Information Officer in February 2021.
He has over 27 years’ experience in
financial services, including leading
large teams in real-time technology
environments. Prior to joining NZX,
Robert was the Chief Operating
Officer at Verifone NZ and has held
previous roles as Head of ANZ Bank
Institutional, Corporate and
Commercial Operations, the Head of
Technology at First NZ Capital and
the Chief Information Officer of
Markets Business Technology for
ANZ Bank based in Australia.
Felicity Gibson – General Manager,
Market Operations
Felicity joined NZX in March 2014
and leads the Market Operations
team, covering the capital and
energy markets’ clearing businesses.
Before joining NZX, Felicity held
capital markets legal and regulatory
roles in New Zealand and the United
Kingdom, including with the FMA in
New Zealand and FCA in the United
Kingdom. Felicity holds an LLB and
BA (Geography major) from the
University of Otago.
Chief Financial Officer at AMP Capital
Limited. Graham brings expertise in
strategic leadership, corporate
governance, and risk and
financial management.
NZX Annual Report 2022
26.

Nick Morris – General Manager,
Strategic Delivery
Nick joined NZX in February 2016
and leads the strategic delivery
function, including derivatives,
energy and environmental markets.
Nick has extensive financial
markets experience both in
exchange traded and over the
counter products. Before joining
NZX, Nick held markets-based
roles at Bank of New Zealand, and
at Medley Global Advisers in
central bank policy research. Nick
holds a BCom (accounting and
tax major) from the University
of Canterbury.
Hugh Stevens – CEO, Smartshares
Hugh joined NZX in February 2018 with
extensive fund management industry
experience gained in New Zealand and
abroad. Hugh is the former Head of
Private Equity and Real Estate Fund
Services for BNP Paribas based in Paris,
France, and prior to that was Head of
BNP Paribas Securities Services
New Zealand. Before BNP Paribas,
Hugh worked for JP Morgan in London
where he held several executive roles.
Hugh holds an MBA from London
Business School, a Bachelor of
Joost van Amelsfort – CEO,
NZ RegCo
With the establishment and
structural separation of NZX’s
new regulatory agency NZ
RegCo on 10 December 2020,
Joost, formerly Head of Market
Supervision became Chief
Executive of NZ RegCo. Joost
has more than 20 years’ legal
experience advising capital
markets Participants, including
roles with Simpson Grierson and
Linklaters LLP, London and
Dubai. Joost’s particular areas of
expertise include corporate
governance, equity and debt
capital markets, and mergers
and acquisitions.
Sarah Minhinnick – General
Manager, Capital Markets Origination
Sarah joined NZX in February 2020.
She has deep experience in capital
markets – including as a Director of
Capital Markets at Bank of
New Zealand, and began her career
as a lawyer with Freshfields Bruckhaus
Deringer LLP New York and Russell
McVeagh. She has a Bachelor of
Commerce (majoring in Economics),
and a Bachelor of Laws with Honours,
both from the University of Auckland.
Sarah also holds a Master of Laws (in
Corporate Law and Finance) from
New York University.
its start-up phase. She is a Chartered
Accountant with more than 30 years’
experience in financial services with a
career spanning disciplines across
software as a service, custody, fund
administration, investments, risk &
compliance, insurance and banking.
Lisa previously worked for the ASB
Bank and Sovereign Insurance
holding leadership roles across
finance, investments, distribution and
operations.
Engineering (Hons) from the
University of Canterbury, and a
Bachelor of Science from Victoria
University of Wellington. Hugh
announced his resignation from
Smartshares in January 2023.
.27
2.
NZX Group Overview

ESG at a glance
Net carbonzero
certified
by Toitū Envirocare (for 2021 and 2022)
29%
women in management and senior leadership roles
371. 3
26.0% reduction on 2019 baseline
tonnes
CO
2
e
28.
NZX Annual Report 2022

89. 6%
of our electricity came from renewable sources
(September 2022 – New Zealand Energy Quarterly)
79%
increase in Green, Social and Sustainability (GSS) bonds
14 .7%
*
gender pay gap (compared with 25.0% gender pay gap
for NZ financial services and insurance industry)
* Internally calculated, unaudited
.29
3.
Operating Responsibly

Operating
Responsibly
NZX Annual Report 2022
30.
NZX’s focus is to create value
while delivering a positive
impact on society and
the environment.
NZX operates New Zealand’s equity,
debt, funds, derivatives and energy
markets. We are also a financial
services provider, and a market
regulator. As New Zealand’s public
market operator we have a key role
in connecting buyers and sellers in
a transparent and efficient way,
ensuring financial stability and
sustainable growth in New Zealand’s
capital markets.
Public markets will continue to
play an important role in facilitating
the flow of capital towards
decarbonising the New Zealand
economy and empowering
sustainable finance.
It is important stakeholders
consider both the financial and
non-financial measures of our
performance in how we deliver
sustainable long-term value. The
four “Ps” – Planet, People, Prosperity
and Principles of governance
– are the core pillars of NZX’s
environmental, social and governance
(ESG) approach.
The NZX Board approved an ESG
strategy in November 2022 that lays
out our ambitions. Targets and
implementation plans will be
advanced in 2023. This aligns with our
organisational purpose, vision and
strategy, and with New Zealand’s
long-term sustainability goals and
international commitments.
Our ESG performance reporting
for 2022 has been prepared in
accordance with the Global Reporting
Initiative (GRI) Standards. It provides
comprehensive disclosure of our
performance against key ESG metrics
we track. The GRI Content Index can
be found on page 126 of this report.
As a business, NZX is committed
to taking credible action on climate
change and being transparent about
our action and impact. This report
provides enhanced climate reporting
in accordance with Aotearoa
New Zealand Climate Standards
(ANZCS) on a voluntary basis, ahead
of this reporting becoming
mandatory next year.
In 2022 NZX achieved net carbon
zero certification from Toitū
Envirocare for the 2021 year and
again received certification for the
2022 year in early 2023. We are one of
the first stock exchanges in the world
to reach net zero.
NZX is a signatory of the United
Nations Sustainable Stock Exchanges
(SSE Initiative). We want to align with
international best practice for
stock exchanges.

.31
Robust governance, including
through promoting updates to the
Code and ESG Guidance Note, is
paramount to the role that NZX plays
in overseeing the integrity of
New Zealand’s public markets.
Continuing to have a strong focus
on advancing diversity and inclusion
in the NZX Group workforce remains
essential to our business success and
to better reflect the customers,
businesses and country we serve.
NZX is focused on attracting more
female managers, executives and
governors and providing them with
leadership development.
Encouraging more young graduates
to work at NZX – alongside senior staff
who will mentor them – is a priority,
especially in a time of global
skill shortages.
NZX provides our employees a
paid day’s leave each year to
volunteer in our communities and we
are supportive of events that provide
support to those in need. In 2022
examples included collecting for the
Cancer Society on Daffodil Day,
working at Chained Dog
Rehabilitation & Rehoming NZ, and
participating in the New Zealand
Financial Markets Golf Classic that
supports charities each year (see case
study on page 35.
3.
Operating Responsibly

Our
people
NZX Annual Report 2022
32.
At NZX we are passionate
about working with our
customers and stakeholders
to generate wealth integral to
New Zealanders’ prosperity.
This allows New Zealand
companies, investors and savers
to get ahead.
Our people are our greatest asset and
critical to the success of NZX
achieving our strategic goals and a
high level of customer service. We
strive to create a culture that nurtures
talent, embraces diversity and
rewards outstanding performance.
We are committed to equal
opportunity in the workplace, the
Living Wage, and we embrace the
insights and values from all
employees to ensure we make
improvements to their lives – and that
of our customers – every day. Our
organisation is aware it is action, not
just words that count.
To support business growth
across the group and market stability,
our workforce grew by 26.4 full time
equivalents in 2022.
Challenging labour market
The tight labour market in 2022
continued to be challenging, which
resulted in high vacancy levels and
significant wage pressure. To address
the impact of the talent shortage and
to remain competitive, we reviewed
our NZX Graduate programme to
make NZX more attractive to
prospective employees. As a result,
we welcomed an intake of seven
university graduates in February
2023. These graduates will be
supported with on-the-job training
and a mentor.

.33
Gender and Age Diversity of governance bodies (Headcount)
Percentage of individuals within
the organization’s governance
bodies in each of the following
diversity
No of
Males
No of
Males
(%)
No of
Females
No of
females
(%)
Tot al
Under 30 years old
30 – 50 years old150%150%2
Over 50 years old1173%427%15
Tot al12517
Gender and Age Diversity of Workforce (Headcount)
Percentage of
employees per
employee category in
each of the following
diversity categories:
No of
Males
No of
Males
(%)
No of
Females
No of
females
(%)
Gender
not
declared
Tot al
Under 30 years old 48 68% 2332% 71
30 – 50 years old 91 54%78 46% 169
Over 50 years old 40 60% 27 40% 67
Not declared 8 62% 5 38% 13
Tot al 18758% 13340% 5 325
Percentage of
employees per
employee category in
each of the following
diversity categories:
No of
Males
No of
Males
(%)
No of
Females
No of
females
(%)
Gender
not
declared
Tot al
CEO + EXEC 764%436% 11
Management 4472%1728% 61
Workforce 136 55%11245% 248
Employees Overall 18758%13340% 5 325
** Disclosed genders as at 31 December 2022
* Internally calculated, unaudited
Skills for the Future (training & development)
*
$1, 319
2021: $981
per
FTE
Diversity and inclusion
Our aim is to have at least 40%
women and 40% men in each
workforce group. Our commitment
to gender pay equity and a fair
working environment continues.
We continue to meet this goal at
the workforce level and increasing
the number of women in senior
roles remains a priority. Our senior
leadership team is made up of 36%
female executives and we actively
participate in industry groups, such
as Champions for Change and
Global Women.
3.
Operating Responsibly

NZX Annual Report 2022
34.
We continue to reduce our mean
gender pay gap (now at 14.74% – well
below the financial and insurance
industry average).
Through our graduate programme
and IT summer internships, we are
increasing our workforce diversity.
We value the input and skills people
from a broad range of backgrounds
and ethnicities provide to our
business. As an example, in the last
year Smartshares employed new staff
from India, Brazil, Sri Lanka, Australia,
China, Vietnam, Russia, Singapore,
the Cook Islands, Philippines, Samoa,
Scotland, Chile, Zimbabwe, Norway
and Nepal.
Health and Wellbeing
Active management of COVID-19 risks
continued to support a healthy
workforce through the third year of
the pandemic. Our people continued
to show resilience and agility in
adapting to ensure continuity of
market operations and other essential
customer-facing services.
Our health and safety record at
NZX remained strong with a Total
Recordable Injury Rate (TRIR) of 1.16
incidents per 200,000 hours worked.
Our absentee rate for the year was
2.2 days per employee – up from 1.38
in 2021– reflecting appropriate use of
sick leave provisions during the year.
Engagement
The NZX engagement survey is the
tool used to measure engagement,
motivation and commitment of staff
to NZX. It provides insights into
employee views – what is working
and where improvements can be
made. Pleasingly, the two surveys
conducted in 2022 showed a
consistent lift in overall engagement.
The engagement score at the end of
2022 was 4.25 out of 5.0 – up from
4.09 in 2021 – with a participation rate
of 94%.
As a result of staff feedback in the
May 2022 survey, it was agreed a
refresh of our Purpose and Vision
would be beneficial. This resulted in
staff representatives from across our
business having direct input into our
future focus by creating and
designing our new Purpose and
Vision. It can be found on page 22 of
this report.
Health & Safety (TRIR)
1.16
2021: 0.4 0
Employee Engagement
(Gallup Score)
4.25
2021: 4.09

.35
Supporting our
community
Alongside our people, supporting the
success of our community and
country is a key focus for NZX. In 2022
we were proud to help raise funding
for The Little Miracles Trust as
co-hosts of the NZ Financial Markets
(NZFM) Charity Golf Classic.
The Little Miracles Trust is an
incredible not-for-profit charity set up
to provide support and resources to
parents and whānau going through the
stress and anxiety of premature and
sick babies that require neonatal care.
Relying on help, kindness and
support from others is essential. That
is why the generous work The Little
Miracles Trust does is inspiring,
greatly needed and deeply
appreciated by thousands of Kiwi
families every year.
To facilitate this fundraising, NZX
was proud to co-host the NZ Financial
Markets (NZFM) Charity Golf Classic
for the fifth consecutive year
alongside the New Zealand Financial
Markets Association (NZFMA).
The NZFM Charity Golf Classic is
New Zealand’s largest charity golf
tournament. It has raised more than
$1 million for New Zealand children’s
charities over the past 32 years.
What makes it truly special – and a
highly regarded event in the capital
markets calendar year – is that it is one
of the only events in New Zealand
where a number of market
participants come together in support
of charity.
Over the course of the weekend,
through the golf tournament, gala
dinner, silent and live auctions, the
NZFM Charity Golf Classic collectively
donated $42,000 to The Little
Miracles Trust.
Recognising the success and
significance of the NZFM Golf Classic,
NZX is committed to sponsoring the
event for the long-term and, in 2023,
NZX will take over as the primary
sponsor from the NZFMA.
Already, planning is well underway
for another fantastic charity weekend,
and we are pleased to support The
Little Miracles Trust as our chosen
charity for another year.
Through the NZFM Charity Golf
Classic and a range of other initiatives
– including the opportunity for
charitable organisations to open
trading and have messages displayed
on our tickers across Wellington and
Auckland – we look forward to
supporting more worthy causes
across New Zealand.
Relying on help,
kindness and support
from others is
essential. That is why
the generous work
The Little Miracles
Trust does is inspiring,
greatly needed and
deeply appreciated
by thousands of Kiwi
families every year.
CASE STUDY
3.
Operating Responsibly

Our
Environment
NZX Annual Report 2022
36.
Increasing transparency
Putting credible information in
the hands of investors to enable
informed decision-making is a key
driver for NZX’s push to be more
transparent about our environmental
performance. We are committed to
telling our story.
A significant step this year is NZX’s
first ever assessment of our
environmental disclosures under CDP.
CDP is an independent body that
provides comprehensive assessments
of companies’ and cities
environmental disclosures around
the world. Their assessments are
consistent with TCFD and are used by
a wide range of decision makers in
the financial markets.
CDP’s ratings are retrospective
and ratings released in December
2022 reflect NZX’s 2021 financial year.
Our C rating indicates an “awareness”
level of maturity towards
environmental stewardship in 2021
and is in line with the global average
and industry average. It is also
consistent with other broader ESG
ratings we have received, such as
Forsyth Barr (C+).
Understanding how we impact
the climate
Using robust tools to measure and
independently verify the sources of
our greenhouse gas (GHG) emissions
across 2019, 2020 and 2021, we have
developed a good understanding of
the main ways our business
operations impact the climate. To
date we have measured, and
independently verified, all Scope 1
and 2 emissions as well as some
Scope 3 emissions such as business
travel, electricity transmission losses,
and employees working from home.
Air travel is consistently our single
highest source of GHG emissions,
with electricity being the
second highest.
The range of Scope 3 emissions
measured were selected on the basis
of a screening of our full value chain
for an estimated level of climate
impact. In 2023 we will broaden the
boundary of Scope 3 emissions that
we measure, for a more complete
picture of our climate impact.
Reducing our emissions from travel
and electricity
Air travel emissions in 2022 reduced
44.2% compared to air travel
emissions in the 2019 baseline year.
Taking advantage of new ways of
working during the pandemic has
resulted in greater uptake of online
meeting technology among NZX and
our customer base, resulting in less
air travel being required.
NZX implemented two emissions
reduction initiatives in 2022, focused
on each of our two major sources of
GHG emissions, namely air travel and
electricity. One such initiative was the
launch of an internal Emissions-
Efficient Guide To Air Travel. This
guide provides business travellers
with information on ways to reduce
emissions when travelling. NZX is
focused on striking a balance
between flying to engage with
customers (and doing so in the most
effective and efficient way) with the
impact on the environment.
In 2022 we also identified and
committed to emissions reduction
initiatives that reduce electricity
usage through active management of
the state of the art technology in our
new Auckland office. Emissions and
cost benefits will flow through
in 2023.

-26%
reduction in gross emissions
compared to 2019 baseline
.37
NZX Greenhouse Gas (GHG) Emissions
ScopeEmissions sources CO
2
-e2019
Tonne s
2020
Tonne s
2021
Tonne s
2022
Tonne s
Scope 1Direct Emissions (diesel)1.95.64.28.8
Scope 2Electricity purchased4 8 .141.139. 851. 5
Scope 3
A ir Tr avel
- Domestic
- Short haul international
- Long haul international
212.1
33.6
174 .9
95.9
8.2
43.7
84.5
1.3
–
155 .1
22.2
65.2
Accommodation8.04.03.29. 2
T&D losses for purchased electricity4.33.73.24.7
Fuel Emissions (rental and other cars)10.64.85.35.7
Working From Home–9. 326.515.0
Freight4.20.5–26.6
Office Waste2.33.61.87. 2
Recycling1.80 .10 .10 .1
Tot al501.9220.5169.9371.3
* 2022 and prior year figures audited by Toitū Envirocare during the current period; where prior year data
has been adjusted during the audit process, restatement of audited data is provided here.
Setting targets
NZX is committed to supporting
New Zealand’s efforts under the
Paris Agreement to limit average
temperature rise to below 1.5 ̊. In
2022, NZX achieved a gross reduction
of -26% compared to our 2019 39
baseline year.

In 2023, NZX intends to develop and
set interim and long-term, science-
based emissions reduction targets
in line with keeping global warming
to below 1.5 ̊.
3.
Operating Responsibly

NZX Annual Report 2022
38.
Strengthening climate disclosures
The introduction of mandatory climate-
related financial disclosures in
New Zealand heralds a new era for
many listed issuers, investment scheme
managers and others. NZX welcomed
the publication of the first Aotearoa
New Zealand Climate Standards
(ANZCS) by the External Reporting
Board in December 2022. They are
consistent with the Taskforce for
Climate-related Financial Disclosures
(TCFD) and other international
frameworks for climate disclosures.
NZX is a climate reporting entity as
defined by the standards. This means
NZX is subject to mandatory reporting
beginning with the 2023 financial year
and will deliver its first climate
statement in 2024. Separately,
Smartshares is a climate reporting
entity under the standards as
manager of an investment scheme.
Smartshares is subject to mandatory
reporting starting with the 2023/24
reporting year and will deliver its first
climate statement mid-2024.
Ahead of this NZX made
significant progress in 2022 toward
meeting the incoming standards and
is voluntarily reporting our progress
in this report. A summary is provided
on page 126.
Oversight of climate risk
Governance oversight of climate risks
and opportunities is essential for any
company. NZX’s Board of Directors is
the governance body responsible for
oversight of our climate-related risks
and opportunities, and are supported
by the Audit and Risk Committee for
monitoring climate-related risks.
Respective management
committees are delegated the
responsibility of monitoring
and managing climate-related
opportunities and risks, both current
and emerging.
A significant review of both
physical and transition climate-related
risks was undertaken by NZX
management during 2022. New risks
identified have been integrated into
our Risk Management Framework and
cascaded to business owners for
further assessment and management.
We expect to mature our climate
risk management further in 2023
including the addition of
scenario analysis.
In addition, Smartshares
contributed to a financial industry
initiative coordinated by the Financial
Services Council to develop a
common set of scenarios for
investment emission scenario
analysis. This work will assist fund
managers such as Smartshares to
advance their readiness for ANZCS
disclosures and through this provide
information for customers on how
their funds may be impacted under
various climate change scenarios.

.39
CASE STUDY
Achieving net
carbonzero in 2022
This year NZX proudly achieved Toitū
net carbonzero certification in line
with ISO 14064-1(2018) for both 2021
and 2022. The independent
verification of our emissions,
compensating for unavoided
emissions, and certification as net
carbonzero by Toitū Envirocare meets
international standards and aligns
with the practice for science-based,
transparent climate performance
claims. This programme also aligns to
ISO14064:1 and the Greenhouse Gas
Protocol corporate standard.
Committing to the Toitū net
carbonzero programme in 2021 has
enabled NZX access to rigorous tools
to understand, and independently
verify, our GHG emissions profile and
to confidently plan for the future.
Verification of our 2019, 2020 and
2021 GHG emissions will help
establish a robust evidence base from
which to set targets against a 2019
baseline year.
The table on page 37 shows that
emissions in 2022 were 26.0% less
than emissions in 2019, our baseline
year, which keeps us on track to meet
the 2025 gross emissions reduction
target. Emissions were 118% more
than 2021 due to the extreme travel
restrictions of the pandemic
preventing normal business travel
activity in 2021
While we take action to reduce
emissions, we also proactively offset
our impacts through the purchase of
high-quality carbon credits from
New Zealand-based sources. Carbon
credits purchased in 2022 address
United Nations Sustainable
Development Goals #13 (climate
change) and #15 (life on land). The
projects will deliver biodiversity,
conservation, watershed protection,
and erosion control benefits.
NZX’s Chief Executive Mark
Peterson explains: “Our role as market
operator drives much of the influence
we have on climate action in
New Zealand. Our credibility in that
leadership role is underpinned by the
direct action we’re taking to deliver
strong environmental, social and
governance performance in our
own business.
“Our carbon footprint may be
small, but we’re taking action now to
contribute our fair share to global
climate action efforts.”
“Our carbon footprint
may be small, but
we’re taking action
now to contribute our
fair share to global
climate action efforts.”
3.
Operating Responsibly

Our Markets
& Economic
Performance
As New Zealand’s Exchange
we are passionate about
working with our customers
and stakeholders to grow the
markets NZX operates, which
generate wealth integral to
Kiwis’ standard of living, and
New Zealand companies
getting ahead.
To support the growth and
development of our core markets
business, and to ensure we are
well connected to New Zealand
investors, NZX owns Smartshares,
a New Zealand issuer of listed
Exchange Traded Funds, and
KiwiSaver provider SuperLife.
NZX provides wealth management
services for New Zealand advisers via
our Wealth Technologies business.
NZX is also responsible for
developing, consulting on, and
enhancing the market rules, practices
and policies under which NZX’s
markets operate (see www.nzx.com
and case study on NZX Corporate
Governance Institute on page 42)
NZX makes a significant
contribution to New Zealand’s
economy, both directly and indirectly
via companies that are listed on the
NZX Annual Report 2022
40.

public markets. Around two million
New Zealanders are investors
through their KiwiSaver accounts and
many more though online platforms
such as Sharesies.
The value that NZX has added
to the NZ economy since 2016 has
been substantial when compared
to our gross revenue. Similarly,
constituents of the S&P/NZX50 index
contribute significant value to the
New Zealand economy.
The NZX Main Board covers
181 listed issuers with a market
capitalisation of $163.48 billion.
The NZX Debt Market supports
52 listed issuers with $52.89 billion
outstanding on the market. There are
154 financial instruments listed on
the NZX Debt Market.
S&P/NZ X50
The GDP contribution of S&P/NZX 50
companies was approximately
$59.4 billion in 2022, compared to
$72.4 billion in 2021. Combined
gross revenue approximated $110
billion. On average, share of value
added to gross revenue was 54%,
down from 65% in 2021. This means
that, in 2022, for every dollar of
revenue generated, companies in the
NZX 50 contributed 54% directly to
the New Zealand economy.
The lower result for 2022 is
reflective of both changes in market
conditions and higher costs most
businesses would have experienced.
While gross revenue was higher as
compared to 2021, so were costs,
resulting in higher operating
expenses and lower operating profit.
NZX’s economic contribution
In 2022, NZX directly contributed
$194 million to the New Zealand
economy, up 9% from $178 million
in 2021.
Despite challenging market
conditions, NZX’s share of value
added to gross revenue has held
steady at 69% (70% in 2021). This
means that for every dollar of revenue
generated, in 2022 NZX contributed
69% directly to the New Zealand
economy in the form of labour (wages
or salaries), return on capital or taxes.
Internally we have a workforce of
319.1 full time equivalents (FTEs) –
adding 26.4 FTEs in 2022 to support
business growth and paid a total of
$41 million in salaries.
GDP contribution of S&P/NZX 50 companies was
$59. 4 b
in 2022
.41
3.
Operating Responsibly
* Data is sourced from financial statements and
calculated internally

Growing interest in GSS bonds
Along with providing investors with
ready access to world-leading
companies, the markets operated by
NZX enable New Zealand companies
and other organisations to raise
capital that directly leads to value
creation for businesses, society and
our environment.
As well as capital raising to
strengthen balance sheets, funds are
raised via NZX-operated markets to
provide for a range of wellbeing
initiatives such as social housing, and
environmental and climate change
focused projects.
Green, Social and Sustainability
(GSS) bonds issued or raised in 2022
increased 79% to $2.7 billion - up
from $1.5 billion in 2021. GSS bond
issuances include those from Genesis
Energy, GMT Bond Issuer, Precinct
Properties, Transpower, Contact
Energy, and Kāinga Ora.
We are proud to help issuers
achieve their ESG goals, meet investor
demand, and contribute towards the
decarbonisation of New Zealand.
In 2022, NZX directly contributed*
$194 m
to the New Zealand economy
9%
up from $178 million in 2021*
NZX Annual Report 2022
42.
CASE STUDY
NZX Corporate
Governance
Institute
In August 2022 NZX announced the
establishment of a new institute as a
centre of excellence for corporate
governance in New Zealand’s
listed companies.
It aligns with NZX’s approach of
making continuous improvements to
our own governance settings to
ensure they are fit for purpose. This
includes the creation of NZ RegCo
in 2020 as a standalone entity for
frontline market regulation.
NZX Chair James Miller says the
purpose of the new body – the NZX
Corporate Governance Institute, or
CGI – will be to assist NZX by
delivering recommendations in
relation to the development of the
NZX Corporate Governance Code
and rule settings that apply to the
corporate governance practices of
issuers on the NZX Main Board.
“The Institute will shift away from
developing assertion-based policy and
move to delivering outcomes supported
by evidence and academic research.
The Institute will aim to be a market
leader for corporate governance
settings that are appropriate for a
leading, innovative, regional stock
exchange,” Mr Miller says.
NZX’s corporate governance
policy settings provide key investor
protections which help to promote
and facilitate the fair, orderly, and
transparent operation of NZX’s markets
to support NZX in complying with its
market operator license obligations.
The aim of the CGI will be to
ensure the NZX Main Board has
settings in place that will improve
performance and increase
shareholder value in a sustainable
manner, while lowering issuers’ cost
*Internally calculated, unaudited

.43
of capital. It will also assist NZX in
delivering corporate governance
policies that provide investor
protections which are proportionate
to the size of the NZX Main Board and
the compliance requirements on
issuers. NZX’s settings need to reflect
that issuers on the NZX Main Board
compete for capital in the context of
the Australasian capital markets.
The Institute, which first met in
November, will enhance the success
of New Zealand’s capital markets
by ensuring key stakeholders have
a more active role in the creation of
the corporate governance standards
applying to the listed market. It will
also provide investors and other
stakeholders access to appropriate
information about issuers’
corporate governance practices
to enable informed voting and
investment decisions.
The NZX Board appoints the
members of the Institute and any
associate members. It is being
chaired by Hamish Macdonald, NZX’s
former General Counsel, Company
Secretary and Head of Policy.
The CGI contains a high calibre
and broad cross section of members
representing institutional investors,
corporates, experienced board
directors, shareholders and
academics. To ensure alignment
with Australia, NZX appointed Ian
Matheson, the Chief Executive of
Australasian Investor Relations
Association, and a director of the ASX
Corporate Governance Council.
The development of the CGI
follows public consultation in 2021 on
the NZX Corporate Governance Code.
It will initially be convened for an
establishment phase of one year, after
which NZX will assess its effectiveness
and determine whether to continue
the CGI on a permanent basis.
The CGI establishment
members are:
— Hamish Macdonald (Chair)
— Rachel Dunne – leading Partner
specialising in equity capital
markets, governance and M&A at
Chapman Tripp and member of
the Capital Markets 2029 Steering
Committee
— Sandra McCullagh – Australian-
based professional director and a
former leading sell-side analyst for
Credit Suisse Australia
— Stuart McLauchlan – is Chair of
Scott Technology and a director of
EBOS Group and Argosy Property
— Oliver Mander – Chief Executive,
New Zealand Shareholders’
Association
— Ian Matheson – Chief Executive,
Australasian Investor Relations
Association and a cross over
member from the ASX Corporate
Governance Council
— Sarah Miller – Member of Listed
Companies Association (former
Chair), Serko Executive
— Sam Porath – Chair, New Zealand
Corporate Governance Forum and
ACC portfolio manager
— Helen Roberts – a leading finance
professor from Otago University
focusing on corporate governance
— Anne Urlwin – a leading
professional director (Precinct
Properties, Summerset Group,
Vector Ltd and Ventia) and a
member of the Council of the
Institute of Directors
3.
Operating Responsibly

Corporate
Governance
NZX’s shares are quoted on the
NZX Main Board. NZX also has a
subordinated note quoted on the
NZX Debt Market.
In this part of the annual report,
we disclose the extent to which we
have followed the recommendations
set out in the NZX Corporate
Governance Code 2022 (NZX Code).
The information in this section is
current as at 31 December 2022 and
has been approved by the board of
directors of NZX.
NZX’s board is committed to
maintaining the highest standards of
governance by implementing a
framework of structures, practices
and processes that it considers reflect
best practice. NZX’s corporate
governance policies and procedures,
and its board and committee
charters, document the framework
and have been approved by
the board.
The framework has been guided
by the recommendations set out in
the NZX Code and the requirements
set out in the listing rules. The board’s
view is that NZX’s corporate
governance framework has followed
these recommendations and
requirements in the year to 31
December 2022 (reporting period),
except for recommendation 8.5 of the
NZX Code as explained below.
The corporate governance
framework is regularly reviewed by
the board against the corporate
governance standards set by NZX,
any regulatory changes, and
developments in corporate
governance practices.
The key corporate governance
documents referred to in this
section are available from NZX’s
investor centre.
The following diagram
summarises the NZX corporate
governance framework.
REGULATORSSHAREHOLDERS
NZX BOARD OF DIRECTORS
REGCO CHIEF
EXECUTIVE OFFICER
NZX CHIEF EXECUTIVE OFFICER
NZX EMPLOYEES
REGCO EMPLOYEES
NZ REGCO BOARD
OF DIRECTORS
AUDIT AND
RISK COMMITTEE
TECHNOLOGY
COMMITTEE
HUMAN
RESOURCES &
REMUNERATION
COMMITTEE
NOMINATION
COMMITTEE
CLEARING
COMMITTEE
NZX Annual Report 2022
44.

NZX Regulation Limited
The exchange’s regulatory functions
are performed by NZX Regulation
Limited (NZ RegCo), a separate,
independently governed entity. All
regulatory decision-making has been
delegated to the NZ RegCo Board
and NZ RegCo management.
NZ RegCo does not regulate NZX
as a listed issuer, or any related
entities of NZX that are subject to the
exchange’s market rules. This means
NZ RegCo also does not regulate
Smartshares (as the listed issuer of
the Smartshares ETFs) or NZX
Wealth Technologies Limited (as an
accredited NZX Participant). NZX and
its related entities are regulated by
the Special Division of the NZ Markets
Disciplinary Tribunal.
NZ RegCo’s functions in relation to
regulation of operations on NZX’s
markets include:
—monitoring and enforcing
compliance with NZX’s market
rules by issuers listed on
NZX’s markets;
—monitoring and enforcing
compliance with the NZX
Participant Rules and the NZX
Derivatives Market Rules by
participants operating on NZX’s
markets, such as NZX Firms, NZX
Advisors and Trading Participants;
and
—working with the FMA as a co-
regulator under the FMCA in
relation to continuous disclosure,
market manipulation and insider
trading.
NZ RegCo is subject to a charter,
which sets out the objectives,
responsibilities and framework for the
operation of NZ RegCo management
and the NZ RegCo Board.
NZX CODE
Code of Conduct
NZX’s Code of Conduct sets out the
standards of conduct expected of
directors (including members of
committees) and employees
(including secondees, contractors
and consultants). The purpose of the
code is to underpin and support the
values that govern our individual and
collective behaviour.
Training on the code is included
as part of the induction process for
new directors and employees.
The code requires directors and
employees to promptly report
material breaches of the code and
sets out the procedure for doing so.
The code is reviewed at least
every two years and was last reviewed
in April 2022.
Financial Products Trading Policy
NZX’s Financial Products Trading
Policy sets out NZX’s restrictions on
its directors and employees buying
or selling financial products. In
particular:
—directors and employees may not
buy or sell NZX’s shares in the
“blackout” periods set out in the
policy (these periods occur prior to
the release of NZX’s financial
results to the market); and
—outside of a blackout period,
directors and employees must
obtain consent to buy or sell
NZX’s shares.
Principle 1 –
code of ethical
behaviour
Directors should set high
standards of ethical behaviour,
model this behaviour and hold
management accountable for
these standards being
followed throughout the
organisation.
Because NZX is a licensed market
operator, NZX’s senior managers and
employees with access to market
sensitive information must obtain
consent to buy or sell financial
products quoted on a market
operated by NZX.
Training on the policy is included
as part of the induction process for
new directors and employees,
with annual refresher training to
all employees.
The policy is reviewed at least
annually and was last reviewed in
November 2022.
Principle 2 –
board composition
and performance
To ensure an effective board,
there should be a balance of
independence, skills,
knowledge, experience and
perspectives.
.45
4.
Corporate Governance

Board Composition as at
31 December 2022
Board
Structure
Number of
Directors
Gender
Diversity
Average
Director Tenure
Average
Director Age
Diversity
Characteristics
Single tier85 men,
3 women
4 years,
2 months
55 years, 8
months
Education qualifications, professional
experience, personal achievements,
geography, gender, age
With the retirement of Richard
Bodman as at 31 December 2022
and the appointment of Dame Paula
Rebstock as a director of NZX as at
1 February 2023, the gender diversity
of the NZX board is now 4 men and
4 women i.e. 50/50. With the
retirement of James Miller at the 2023
annual general meeting, the gender
diversity of the NZX board will move
to 3 men and 4 women.
Board charter
NZX’s board operates under a
written charter, which sets out the
responsibilities and framework for
the operation of the board.
The charter is reviewed at least
every two years and was last reviewed
in November 2022.
Management of NZX on a
day-to-day basis is undertaken by the
Chief Executive Officer and senior
managers through a set of delegated
authorities that clearly define the
Chief Executive Officer’s and senior
managers’ responsibilities and those
retained by the board. The delegated
authorities are set out in
NZX’s Delegated Authority Policy.
The policy is reviewed at least
annually and was last reviewed in
November 2022.
The board meets its
responsibilities by receiving reports
and plans from management and
through its annual work programme.
The board uses committees to
address issues that require detailed
consideration. Committee-work is
undertaken by directors. However,
the board retains ultimate
responsibility for the functions of its
committees and determines their
responsibilities.
exchanges, data information,
media, technology and business
operations;
—quality committee leadership –
skills to serve on NZX’s
committees; and
—connectivity to stakeholder groups
such as regulators or government,
the Electricity Authority, listed
issuers, brokers or institutional and
retail investors.
Based on these criteria, the board
considers that its members currently
have the balance of independence,
skills, knowledge, experience and
perspectives necessary to lead NZX.
Written agreement
NZX provides a letter of appointment
to each newly appointed director
setting out the terms of their
appointment. The letter includes
information regarding expected time
commitments, the board’s
responsibilities, remuneration,
independence requirements,
disclosure requirements, confidentiality
obligations, indemnity and insurance
provisions, intellectual property rights
and cessation of appointment.
Director information
The board currently comprises eight
directors with diverse backgrounds,
skills, knowledge, experience and
perspectives. All directors are
non-executive and independent.
Information in respect of directors’
ownership interests is available on
page 122. NZX’s directors are not
formally required to own NZX shares,
but are encouraged to do so. In
addition, there is a Share Purchase
Plan for directors, the details of which
are set out on page 51.
Nomination and appointment
of directors
NZX has a Nomination Committee,
which is responsible for reviewing
candidates for appointment and
re-election to the board and
committees, and making
recommendations to the board. An
independent recruitment consultant
may provide assistance in preparing a
list of candidates for the committee’s
consideration. The committee meets
with preferred candidates before
making a recommendation to the
board. Checks are done on
candidates in accordance with NZX’s
Fit and Proper Policy. Key information
about candidates is provided to
shareholders in the notice of
annual meeting.
At each annual meeting, current
directors retire by rotation at least
every three years as required by the
NZX Listing Rules and are eligible for
re-election. Any directors appointed
since the previous annual meeting
must also retire and are eligible for
re-election.
NZX uses a skills matrix when
selecting candidates for appointment
and re-election to the board. The
skills matrix outlines the ideal mix of
skills, experience and diversity
needed to ensure the board is
equipped to provide the high
standard of corporate governance
required to lead NZX. If the board
determines that new or additional
skills are required, training is
completed or a formal recruitment
process is undertaken.
The matrix assesses directors
against the following criteria:
—strategy and performance –
expertise in respect of stock
NZX Annual Report 2022
46.

Diversity
NZX’s Diversity and Inclusion Policy
sets out how NZX will set measurable
objectives for achieving diversity and
inclusion, and how it will assess its
progress towards achieving these
objectives.
The policy is reviewed at least
annually and was last reviewed in
April 2022. Further details on NZX’s
diversity and inclusion are outlined on
pages 33 and 34.
DIRECTOR TRAINING
Directors are expected to understand
NZX’s operations and undertake
training and education to enable
them to effectively perform their
duties. This can include:
—attending management
presentations in respect of NZX’s
operations;
—attending presentations on
changes in governance, legal and
regulatory frameworks;
—attending technical and
professional development courses;
—attending presentations from
industry experts and key advisers;
—attending the World Federation of
Exchanges (WFE) conferences of
which NZX is a member; and
—receiving regular educational
materials.
NZX continues to support the
Institute of Directors’ Future Director
Programme, with Victoria Newman’s
term as NZX’s Future Director ending
31 December 2022 and Sarah Miller
being appointed as NZX’s next Future
Director effective 1 January 2023.
ASSESSMENT OF BOARD
PERFORMANCE
A detailed board evaluation was
conducted in 2020 to review the
performance of the board and
committees across key areas,
including strategy, risk management,
board processes and monitoring
organisational performance. This
process was run by external and
independent governance experts.
The key findings of the process,
including questionnaire responses,
were reviewed by the board.
The review found that NZX’s board
and management are aligned
strategically, including with respect to
growth businesses. The review also
found that progress had been made
since the 2018 review in a number of
governance areas including board
committees, stakeholder engagement
and risk management. In addition, a
number of opportunities were also
identified for the board to continue to
develop and enhance performance.
SEPARATION OF THE
CHAIRPERSON AND CHIEF
EXECUTIVE OFFICER
NZX’s board chair is a different
person to NZX’s Chief Executive
O f ficer.
Principle 3 –
committees
The board should use
committees where this will
enhance its effectiveness in
key areas, while still retaining
board responsibility.
COMMITTEES AND MEMBERS
The board uses committees where
specialist skills and experience are
required. As at 31 December 2022,
five standing committees have been
established to assist the board on
matters falling within their areas of
responsibility. Each committee has
authority to undertake any activity set
out in its charter or as authorised by a
separate resolution of the board.
The board and five committees
and the members of each as at
31 December 2022 are set below.
Board and committees (as at
31 December 2022)
Board of Directors
—James Miller (Chair)
—Frank Aldridge
—Rob Hamilton
—Rachel Walsh
—Richard Bodman
1

—Elaine Campbell
—Peter Jessup
—Lindsay Wright
1. Richard Bodman resigned as a director of NZX Limited, effective 31 December 2022.
.47
4.
Corporate Governance

Committees
Core Committees
Audit and Risk
Committee
Human Resources and
Remuneration
Committee
Nomination CommitteeClearing CommitteeTechnology Committee
Lindsay Wright (Chair)
Rob Hamilton
Rachel Walsh
Frank Aldridge (Chair)
Lindsay Wright
James Miller
Elaine Campbell
Rob Hamilton
James Miller (Chair)
Frank Aldridge
Rob Hamilton
Frank Aldridge (Chair)
Richard Bodman
Elaine Campbell
Rob Hamilton
Rachel Walsh (Chair Elect)
Peter Jessup
Peter Jessup (Chair)
Anna Scott
Rachel Walsh
Director meeting attendance
Core Committees
Director BoardAudit and Risk
Committee
Human
Resources and
Remuneration
Committee
Nomination
Committee
Technology
Committee
Clearing
Committee
Frank Aldridge8/8–4/48/8–4/4
Nigel Babbage
1
7/ 7–– 5/6–3/3
Richard Bodman
2
8/85/5––3/34/4
Elaine Campbell8/8–4/4––4/4
Peter Jessup
3
8/85/6––4/4–
James Miller8/86/63/48/8––
Lindsay Wright8/86/63/4–––
Rob Hamilton
4
1/11/11/12/2–1/1
Rachel Walsh
4
1/11/1––1/11/1
1. Following his passing, Nigel Babbage vacated his position as director of NZX Limited effective 20 November 2022 (along with his positions on the Clearing
Committee and Nomination Committee).
2. Effective 12 October 2022, Richard Bodman vacated his position on all committees, other than the Clearing Committee, which he remained a member of until his
retirement on 31 December 2022.
3. Peter Jessup was appointed as a director of NZX Limited effective 1 January 2022. Following his appointment, Peter Jessup was appointed to the Technology
Committee as well as the Audit and Risk Committee. On 31 December 2022, Peter Jessup vacated his position on the Audit and Risk Committee (remaining a
member of the Technology Committee) and was appointed to the Clearing Committee on the same date.
4. Rob Hamilton and Rachel Walsh were appointed as directors of NZX Limited effective 12 October 2022. Following her appointment, Rachel Walsh was appointed
to the Technology Committee, Clearing Committee and Audit and Risk Committee. Following his appointment, Rob Hamilton was appointed to the Audit and Risk
Committee, Clearing Committee, Human Resources and Remuneration Committee and Nomination Committee.
5. In addition to the scheduled full day board meetings, the board held three additional meetings via VC during the year in relation to potential acquisition
opportunities and the entitlement offer.
6. In addition to the scheduled meetings, the Audit and Risk Committee held an additional meeting via VC during the year to review internal policies.
7. In addition to committee attendance, NZX directors may also sit on subsidiary boards. Elaine Campbell is a director of NZX Regulation Limited and attended 7/7
scheduled board meetings, as well as an additional meeting held during the year.
External committee member meeting attendance
Committee
member
BoardAudit and Risk
Committee
Human
Resources and
Remuneration
Committee
Nomination
Committee
Technology
Committee
Clearing
Committee
Anna Scott
1
––––3/4–
1. Anna Scott was appointed to the Technology Committee effective 1 January 2022.
NZX Annual Report 2022
48.