The Panel members are both the governing body and the decision-making body of the Panel. Members have a wide range of skills and experience which ensures that the Panel is a "committee of the market".

The requirements of the Act can be very demanding, particularly in relation to enforcement meetings conducted under section 32 of the Act. Members often have to balance the demands of their work commitments as lawyers, merchant bankers, sharebrokers, business advisers and company directors with the need to be available when the Panel is required to act in the market on a critical exemption or enforcement matter, often at short notice.

To minimise the Panel's costs and the amount charged to fee-paying applicants for exemptions and approvals, and potentially to the parties subject to enforcement proceedings, the Panel acts by divisions of three or four members for nearly all matters before it. Almost all meetings, except formal enforcement meetings and regular governance meetings, are held by teleconference. The Panel has also decided to delegate its powers in relation to the appointment of independent advisers to the Panel's Chief Executive in respect of certain classes of application.

To maintain the effectiveness of the Panel as a governing and decision-making body it meets six times a year, with two meetings in each of Wellington and Auckland and another two meetings held by video-conference. The purpose of these meetings is to discuss policy issues, exercise the Panel's governance responsibilities, and ensure consistency of decision-making across divisions. Some matters, including class exemptions and the making of recommendations for changes to the law, must be dealt with by the full Panel.

One of the issues concerning the Panel is that it always has sufficient non-conflicted members available to deal with matters requiring attention. This sometimes can be challenging because most of its members are active participants in the market. To assist with this issue it was decided to increase the size of the Panel to its full complement of 11 members in September 2008.

The second essential to the effective operation of the Panel is that of maintaining a skilled executive with the experience and expertise to give members high quality advice on issues that come before the Panel.

The Panel considers it must maintain an executive of sufficient size that it is able to support the members with two high-level enforcement actions at any given time. The section 32 meeting procedure is very intensive, with meetings having to be held within 7 days of being called and then decisions having to be reached and published within 2 days of the meeting being held. This timetable is demanding on members and the executive.

Because the Panel is exercising judicial powers when conducting its section 32 proceedings the Panel almost always retains senior counsel to assist it with the conduct of its meetings and to advise it on legal issues affecting the subsequent determinations it makes. A concern to the Panel is the limited pool of experienced senior counsel that is available to assist it with the conduct of these meetings.

The Panel executive contains a mix of skills, experience and background that enables the Panel to make an effective contribution to policy development while also administering the provisions of the Code as they apply to transactions coming within the Code.

The Panel is satisfied that the current executive structure is appropriate and provides the best value-for-money to enable the Panel to effectively carry out its statutory functions. It is important to maintain the executive at a sufficient level at the present time, when takeover market activity is relatively low, so that the Panel is ready and able to process takeover transactions when the market picks up again.

The Panel executive has a flexible management structure in keeping with its small size and the need to cover enforcement, approval and policy areas. It works in a collegial way where appropriate. The quality of advice given to the Panel is maintained by having the work of less experienced staff always reviewed by more senior staff. The Panel's administrative staff is kept to a minimum. When the Panel relocates to its own premises it will increase its dedicated administrative staff (as shown below) but will also outsource some functions and services.

To keep abreast of developments in the law and the academic literature the Panel maintains a small specialist library of its own as well as having access to and receiving assistance from the library and staff of the Commission. When the Panel relocates to its own premises it will be outsourcing its library function.

The Panel, at both member and executive level, maintain good relations with other takeover regulators, particularly in Australia. These relationships prove invaluable when policy or transactional issues with trans-Tasman implications arise.

The principal risks to the Panel achieving its objectives are:

1. Inability to attract members with appropriate backgrounds and skills and the time available to contribute to the effective functioning of the Panel. The Panel works actively to identify potential new members when a vacancy on the Panel arises. The Panel also makes submissions to the Remuneration Authority when members' remuneration is reviewed by the Authority each year;
2. Loss of key staff. The Panel is a small, people-based organization and as such is vulnerable to the loss of any of its key staff. The Panel mitigates this risk by paying competitive salaries and providing satisfactory working conditions for its employees;
3. Difficulties in recruiting replacement or new professional staff when required. The current global uncertainties are likely to have made it somewhat less difficult than in recent years to attract appropriately experienced staff should the need arise;
4. Part reliance on third-party funding over which the Panel has no control. The Panel receives some of its funding by way of third party income. The level of this income is influenced by both the level of market activity and the number and outcome of enforcement meetings that may be held by the Panel. Where the activities funded by third party fees are lower than expected there will be a corresponding reduction in some of the Panel's costs (members' fees, costs of external counsel). As a result the net impact of the lower fee revenue on the Panel's operating surplus or deficit is less than the reduction in fees. The Panel counters the risk of lower fee revenue by aiming to maintain an appropriate level of working capital at all times;
5. Inability to meet the costs of litigation it wishes to bring, or is brought against it, as it administers and enforces the provisions of the Code and the Act. This risk is largely mitigated by the Government providing the Panel with a litigation fund of $675,000 (GST not applicable) and providing moneys each year to top-up the fund during the year when it is used to meet litigation costs. The litigation fund and the provision for top-up finance have been adequate for the Panel's needs to date, which is recognised in the reduced appropriation for top-up funding provided in the 2009/10 Budget.
6. Loss of records. The Panel, through the Commission, is taking adequate precautions to protect both its electronic and physical records. The Panel will ensure this issue is properly addressed when it moves to its own premises.