Director Independence Rule Changes
18 December 2024
Director Independence Review: Notice of Rule and Code Amendments
In 2023, NZX commenced the review of its regulatory requirements for issuers of equity
securities in relation to director independence, with the support of the NZX Corporate
Governance Institute. This review was recently completed following a detailed two-stage
consultation process, the commissioning of academic research and international
benchmarking of practices of comparable exchanges. The review was completed in October
this year, and an application was made to the FMA for certain amendments to NZX’s regulatory
settings.
NZX has now received the necessary approval from the FMA, and wishes to notify the market of
changes to the following:
• NZX Listing Rules
• NZX Corporate Governance Code
• Governance Guidance Note
The updated Rules, Code and Guidance Note referred to above will become effective on 31
January 2025.
NZX also notes that a consequential amendment to Code recommendation 2.4 will become
effective on 1 April 2025, when new rule 3.8.1(f) becomes effective. This rule contains a new
requirement for issuers of equity securities to include certain disclosures relating to the board’s
assessment of a director’s independence in an annual report (consistent with current Code
recommendation 2.4 (c)) for balance dates ending on or after 31 March 2026.
We are also taking the opportunity to make minor updates to Appendix 4 of the Rules which
relates to the disclosure requirements for mining issuers.
Amendments
A mark-up of the amendments to the Rules and Code described above, along with the amended
Governance Guidance Note, are available at the link below:
NZX, New Zealand's Exchange- Upcoming Rules & Guidance Changes
For further information, please contact:
Kristin Brandon
Head of Policy & Regulatory Affairs
T: 04 495 5054
M: 027 577 6994
E: kristin.brandon@nzx.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
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