Annual Report 2008

Annual Report for the year ended 30 June 2008

Laid before the House of Representatives pursuant to sections 150-157 of the Crown Entities Act 2004.

FUNCTIONS AND POWERS OF THE PANEL

The functions of the Takeovers Panel are set out in section 8 of the Takeovers Act 1993 and section 14 of the Crown Entities Act 2004. In summary, the Panel's functions are:

To keep under review the law relating to takeovers of specified companies and to recommend to the Minister any changes to that law it considers necessary;

For the purposes of its review of the law, to keep under review practices relating to takeovers of specified companies;

To investigate any act or omission or practice for the purpose of exercising its powers under the enforcement provisions of the Act;

To make determinations and orders and make applications to the Court under the enforcement provisions of the Act;

To co-operate with any overseas regulator and for that purpose to communicate to that regulator information obtained by the Panel in the performance of its functions and powers which the Panel considers may assist that regulator in the performance of its functions;

To promote public understanding of the law and practice relating to takeovers;

Any functions that are incidental and related to, or consequential on, the other functions set out above.

In exercising its functions and powers the Panel must comply with the principles of natural justice.

The Panel is a body corporate and is a separate legal entity from its members, officers, employees and the Crown (section 15 Crown Entities Act).

The Panel's main powers are set out in Parts 3 and 4 of the Takeovers Act 1993 and section 17 of the Crown Entities Act. In summary, these powers of the Panel are:

To issue summonses and to take evidence on oath;

To carry out inspections and obtain evidence at the request of overseas regulators;

To make confidentiality orders;

To accept undertakings that are enforceable by the Courts;

To inspect documents, and to authorise the Registrar of Companies or any other person to undertake inspections;

To grant exemptions from the Code;

To enforce the Takeovers Code by:

making determinations on whether a person is complying with the Code;

issuing restraining orders and compliance orders; and

applying for Court orders;

To do anything that a natural person of full age and capacity may do, for the purpose of performing the Panel's functions (e.g. making applications to Court in respect of matters that are relevant to its functions and powers).

The main statutory powers dealing with the Panel's governance, operation, reporting and financial obligations are set out in the Crown Entities Act.

Under the Takeovers Code the Panel has powers to approve independent advisers and appoint independent experts.

THIS ANNUAL REPORT WAS APPROVED BY THE TAKEOVERS PANEL ON 18 AUGUST 2008

D O Jones Chairman.
D O Jones
Chairman

A R Lawrence
Deputy Chairman