OUTPUT 1: Recommendations for changes to takeovers law:

Ensuring that the provisions of the Takeovers Code are effective and relevant by keeping the Code under review and enquiring into market practice and recommending amendments to the Code and the Act as necessary.

Impact:
Improvements in the efficiency of the Code through the making of recommendations to the Minister of Commerce to achieve changes to the Code and takeovers law more generally.

Activities and actions to include:

• reviewing the provisions of takeovers law;
• identifying areas of the Code which require correction or would benefit from improvement;
• reviewing the practices relating to the takeover of Code companies;
• developing policy papers, guidance notes and practice notes on issues arising under the Code and its administration;
• supporting implementation of the recommendations to the Minister of Commerce, on the interaction between the provisions of company law and takeovers law as they apply to schemes of arrangement and amalgamations effected under parts 13 and 15 of the Companies Act 1993;
• developing proposals for public comment on proposed recommendations to the Minister, as necessary;
• making recommendations to the Minister for changes to that law, where appropriate.

Planned performance standards and performance measures for 2009/2010 (Forecast outcome for 2008/2009 in brackets):

Performance Measures

Performance Standards

For 2009/2010

(Forecast 2008/2009)

Quantity and Quality
Keep the Takeovers Code and the Takeovers Act 1993 under review and recommend amendments to the Code and Act as necessary.

The Panel intends to make recommendations to the Minister by June 2010 for a significant number of technical (low policy content) changes to the Code which have arisen out of the Panel's experience administering the Code over the past few years.

(Recommendations .made in relation to schemes of arrangement and some technical changes to the Code requiring legislative change)

Participate as required on projects and reviews.

Keep under review practices relating to takeover activities.

Continuous

(Continuous)

Inquiries into market practice with a view to recommending amendments to the Takeovers Code and to the Panel's policies and publishing proposed changes to the Code and Panel policies for public comment

Review work to be of a high standard 2

(2)

Timeliness
Recommendations for amendments to the Code will be made in accordance with Work Programme.

Complete inquiry work promptly

As stipulated by Panel.

(One paper completed during year to time)

Revenue: Nil (Nil)

Cost: $329,000 ($293,000)

OUTPUT 2: Approvals:

The approval of the appointment of independent advisers, where required under Rules 18, 21 or 22 of the Code or by the terms of an exemption granted, and the appointment of independent experts where required by Rule 57 of the Code.

Impact:
The improvement in the quality of advice and independent adviser reports to recipients of takeover offers and to shareholders entitled to vote to approve Code-related allotments and acquisitions.

Activities and actions to include:

• processing applications from advisers for approvals under the Code;
• ensuring that appointed advisers are both independent and competent to do the job required;
• assessing, where necessary, previous work of advisers to determine their experience and competence;
• reviewing draft independent advisers' reports and making suggestions for improvement;
• meeting with advisers on an ongoing basis to discuss and obtain feedback on any issues and concerns;
• appointing independent experts where required under the compulsory acquisition provisions of the Code;
• processing applications for consent to withdraw offers, and in relation to approval of defensive tactics.

Performance Measures

Performance Standards

For 2009/2010

(Forecast 2008/2009)

Quantity
Applications for approval of independent advisers and independent experts.

Applications for consent to withdrawal of offers, and in relation to defensive tactics.

(Demand driven)
30-35

(Demand driven)
2

(20)

(0)

Quality
Approved advisers to provide high quality advice to shareholders.

The Panel aims to achieve improvement in the quality of independent advice given to shareholders involved in code transactions by setting high standards of independence and competence for advisers approved by the Panel and by reviewing and commenting on their draft reports

Applications processed in accordance with the Panel's published policies.

100%. as self assessed

As quality proxy, to reduce Panel executive comments on draft independent adviser reports to two substantive comments per report

(100%).

(50% of draft reports have two or less substantive comments)

Timeliness
For approvals of independent advisers within 3 working days of receipt of complete application. For other applications within 5 days of receipt of complete application.

To be achieved in 80% of cases. Pressures on staff and Panel members can result in processing times for applications sometimes exceeding the target

(85%)

Revenue (from fees): $39,000 ($37,000)

Cost: $128,000 ($118,000)

OUTPUT 3: Exemptions:

The granting of individual and class exemptions for Code events where relief from the Code's requirements is appropriate and consistent with the purpose, intent and objectives of the Code.

Impact:
The improvement in the functioning of the Code as the regulatory mechanism for corporate takeovers and the improvement in the functioning of the market by removing impediments in the Code or by providing a framework within which transactions can be undertaken.

Activities and actions to include:

• considering applications for individual exemptions from the Code;
• considering applications for class exemptions from the Code;
• issuing exemption notices for individual exemptions;
• issuing exemption notices for class exemptions;
• gazetting the exemption notices;
• publishing guidance notes to explain the policies being applied by the Panel in relation to various types of exemption.

Performance Measures

Performance Standards

For 2009/2010

(Forecast 2008/2009)

Quantity
Applications for individual exemptions from the Takeovers Code will be processed as received.

Class exemptions from the Takeovers Code when applied for or at Panel initiative

(Demand driven)
28 - 36

(Demand driven)
2 - 4

(20)

(1)

Quality
The Regulations Review Committee does not recommend disallowance of notices, and notices are not successfully judicially reviewed.

100%.

(100%)

The Panel aims to complete all exemption applications received in a timely manner as agreed with the applicant.

Proportion of notices which comply with the Panel’s internal processes.

Timeliness
Within timeframe agreed with applicants

100%

(100%)

Revenue (from fees):$160,000 ($221,000)

Cost:$438,000  ($533,000)