Submissions

The Institute of Directors regularly submits on legislative, regulatory and policy changes relevant to directors and governance. Submissions are archived here for your browsing.

2017 submissions

Submission on introducing director identification numbers and insolvency law reform
The IoD continues to support the introduction of director identification numbers and the suggested implementation process. We have also called for the Insolvency Working Group to give greater consideration to proposed insolvency reforms overseas and their relevance in the New Zealand context.
Read submission on introducing director identification numbers and insolvency law reform

Submission on Inland Revenue exposure draft
The IoD generally supports Inland Revenue’s draft interpretation statement on the application of schedular payment rules to directors’ fees. Our submission focuses on specific situations in which tax must be withheld (eg when fees are paid to employees, independent contractors and companies). We have suggested Inland Revenue consider:

  • whether, for payments of directors' fees to employees (eg executive directors), reliance on specification of directors duties in the employment agreement is appropriate (we suggest looking at the reality of the situation)
  • including coverage of the wihtholding tax treatment of payments to employees for directorship services in subsidiary companies
  • providing an upfront summary and/or simplified version to provide greater access for directors, payers and others.

Read submission on Inland Revenue exposure draft

Submission to the FMA on disclosing non-GAAP financial information
It is important that entities present financial information that is understandable and meaningful to investors and other stakeholders. This is fundamental to good governance and underpins trust and confidence in business. The IoD generally supports the updating of the FMA guidance on disclosing non-GAAP financial information to help entities that present this information ensure it is helpful and not misleading. 
Read submission to the FMA on disclosing non-GAAP financial information

Submission on the review of the Unit Titles Act 2010
The Unit Titles Act 2010 is being reviewed to ensure it is fit for purpose. We welcome the review and support reforms to strengthen body corporate governance. These include introducing body corporate committees conflicts of interest provisions and additional provisions on their duties and responsibilities. We also consider that the reform of the Act should include anti-proxy farming provisions. 
Read submission on the review of the Unit Titles Act 2010

2016 submissions

Submission on the exposure draft of the Trusts Bill
The IoD welcomes the draft Trusts Bill which will replace the Trustee Act 1956. We generally support the draft Bill and its purpose to restate and reform New Zealand trust law. We particularly support the inclusion of mandatory and default trustee duties. Our submission discusses governance and specific trustee-related matters and issues with the draft Bill.
Read submission

Submission on NZX Continuous Disclosure (Correcting Consensus Guidance)
Analysts and other third parties track the performance of NZX issuers and publish guidance that can have a significant effect on market expectations. Under proposed amendments to NZX’s Guidance Note on continuous disclosure, issuers would be expected to correct such guidance where they are sufficiently certain that a material deviation (between market expectations and actual financial performance) will arise.
We generally support this disclosure requirement, however we have expressed some concerns with the proposed commentary.
Read submission

Submission on the Regulatory Systems (Commercial Matters) Amendment Bill
The Bill will amend the Companies Act 1993, the Takeovers Act 1993 and other commercial legislation. Our submission focuses on specific governance and director-related amendments.
Read submission

Submission on the FMA's conduct guide
It’s the board’s role to foster high ethical standards and ‘set the tone’ for an effective culture in organisations. In our submission, we support the conduct guide as a resource to help providers understand FMA’s focus on, and expectations about, good conduct.
Read submission

Submission on NZX Corporate Governance Code
The IoD generally supports the proposed updated NZX Corporate Governance Code, including the new tiered approach and 'comply or explain' recommendations. Our comments in this submission focus on particular recommendations. We also provide brief comments to the specific questions in the NZX Consultation Paper.
Read submission

Submission on the review of corporate insolvency law
The review addresses the regulation of insolvency practitioners and voluntary liquidations. Our submission focuses on the New Zealand Companies Register and supports the proposal to introduce director identification numbers. We also discuss contact addresses for directors and submit that directors should be able to publish on the Register a service address that is not their residential address.
Read submission

Exposure Draft NZASB 2016-6 Service Performance Reporting
The IoD supports the introduction of a reporting standard to provide PBEs with a framework for service performance reporting. Financial information alone doesn’t tell the whole story and accurate, timely and meaningful non-financial information is essential for good governance. Introducing a new performance reporting regime will mean significant change for many PBEs and it is important that sufficient time and support is provided to enable an effective transition.
Read submission

Submission on Local Government Act 2002 Amendment Bill (No 2)
The Bill introduces significant local government reforms. We comment on specific governance and director matters related to new types of council-controlled organisations.
Read submission

Submission on the Te Ture Whenua Māori Bill

The reform of Te Ture Whenua Māori (and updating of the 1993 Act) will mean significant change for Māori land owners, including introducing a new governance framework in relation to developing and approving their own governance constitutions and appointment of kaitiaki (governors). Our submission focuses on the duties and responsibilities of kaitiaki and their immunity from personal liability.
Read submission

Submission on Exposure Draft of the Incorporated Societies Bill

The IoD supports the updating of the Incorporated Societies Act 1908 with a new, modern statute. However, we are concerned that small incorporated societies may be disproportionately burdened by compliance matters in the draft Bill. We encourage MBIE to consider whether the one-size-fits-all approach under the draft Bill is appropriate or whether there are alternative options that would better suit small societies.
Read submission

IoD submission to NZX on the review of Corporate Governance Reporting Requirements

The Institute of Directors endorses NZX’s review and the updating of the Corporate Governance Best Practice Code (the Code). It is important to develop a reporting regime that is current, effective for good corporate governance reporting, and aligned with best practice. It is also important that we reduce fragmentation, duplication and inconsistencies as much as possible in the various corporate governance reporting regimes in New Zealand. 
Read submission


 

2015 submissions

IoD submission to RBNZ on Regulatory Stocktake of the Prudential Requirements applying to Registered Banks (September 2015)

We believe that the Institute of Director’s (IoD) annual confirmation of good character for Chartered Members offers an opportunity for the Bank to help ensure ongoing suitability of bank directors after they have been appointed.
Read submission

IoD submission to XRB on Exposure Draft NZAuASB 2015-1, and reporting on Key Audit Matters (August 2015)

We supported a cautious and phased approach to the introduction of a significant change in auditor reporting on Key Audit Matters (KAM), including deferring consideration of wider application of KAM reporting until after the post-implementation review.
Read submission

IoD submission to XRB on Exposure Draft NZAuASB 2015-2, and directors’ responsibilities (August 2015)

The IoD agreed with the NZAuASB that, notwithstanding a recent amendment to the Companies Act, directors (i.e. those charged with governance) are ultimately responsible for ensuring the preparation of financial statements.
Read submission

IoD submission to Te Ture Whenua Māori Act 1993 Review Panel on draft Te Ture Whenua Māori Bill (August 2015)

The reform of Te Ture Whenua Māori (and updating of the 1993 Act) will mean significant change for Māori land owners, including in relation to developing and approving their own governance constitutions and appointment of kaitiaki (governors). The IoD’s submission focused on the duties and liabilities of kaitiaki.
Read submission

IoD submission to Inland Revenue on Draft Public Ruling: Goods and Services Tax - Directors' Fees (May 2015)

The IoD supported the updating of the Ruling on GST and Directors' fees to reflect changes to the GST Act, and encouraged the development of simple and user-friendly guidance on this matter.  Read submission
The new guidance is now available and an overview is available here.

IoD submission to NZX on its Review of penalties available within NZ Markets Disciplinary Tribunal Rules and Procedures: Discussion Document (May 2015)

The IoD considers legal compliance to be fundamental to governance best practice, and a way a board can add value by ensuring financial reports and processes with regulatory environments.
Read submission

2014 submissions

IoD submission to OECD Corporate Governance Committee: Organisation for Economic Co-operation and Development

The IoD supported the guidance to improve corporate governance and offers suggestions for changing aspects of the guidance.
Read submission


IoD submission to FMA on Corporate Governance Principles

The IoD supported the updating of the guidelines, and encourage enhancements to help reflect best practice in governance.
Read submission


IoD submission to FMA on consultation paper: Going Public – a Directors’ Guide

The IoD supported guidance to improve corporate governance and directors especially those considering an initial public offering or wanting to undertake a 'compliance listing'.
Read submission


IoD submission to NZX on Trading Halts and Continuous Disclosure

The IoD's comment on the draft disclosure was intended to provide clarity for end users such as directors.
Read submission


IoD submission on Long Association of Personnel with an Audit Client

The IoD recognised the importance of auditor rotation and supported a focus on the role of director's audit committees in maintaining audit quality. The impact of increasing a two year cooling off period to five years could compromise audit quality, and the IoD but supported maintaining the current stand down period in line with the Auditor-General's standards.
Read submission


IoD submission on the Health and Safety Reform Bill

The IoD supported the Bill and is committed to safer workplaces in New Zealand. We welcome the aim to reform the culture and responsibilities in the workplace from the ‘top down’ and support directors being appropriately held responsible for health and safety outcomes. In our view proportionality is an important principle, for example regulatory focus should concentrate on areas with significant health and safety problems. We also discuss aspects of the Bill, such as voluntary directors, that need clarification.
Read the IoD’s full submission here.

2012 - 2013 submissions

Position statement on earthquake-prone buildings

Members will be aware of the initiative between the IoD and the Ministry of Business, Innovation and Employment (MBIE) where we jointly issued the Good Governance Practices Guideline for Managing Health and Safety Risks.

MBIE and the newly established Worksafe New Zealand have been working to produce guidance on earthquake-prone buildings and the interaction of the Health and Safety in Employment Act with the Building Act.

WorkSafe released guidance for to aid building owners, employers and directors in this following Position Statement.

The IoD strongly recommends that members read the Position Statement and familiarise themselves with the content.


Exposure Draft: Health and Safety Reform Bill

Submission of the Institute of Directors


Earthquake prone buildings – director liability


Financial Markets Conduct Bill passed

(Source: Chapman Tripp)

The Financial Markets Conduct Bill has now been passed and represents a significant achievement for all involved – Minister Craig Foss, former Minister Simon Power, Select Committee members, officials, and those from the private sector who have committed significant time and resource to get legislation which is both workable and durable.

The new Act will be brought into force progressively from April next year. Much of the detail will be established through regulations, with consultation on drafts to begin in October. Read more.

Timing (Source: Bell Gully)
Parts of both Acts will come into force after the Acts receive Royal assent, mainly to allow for regulations required under the Acts to be progressed. The provisions relating to the new register of securities offers (which has been in place since 1 July this year) will be repealed at that time.

The key provisions of both Acts will not be brought into force until next year. The FMA has indicated that the implementation dates will be in two phases as outlined below:

Phase 1 on 1 April 2014

For the general fair dealing obligations in Part 2, key growth-focussed initiatives (e.g., the changes for employee share schemes) and to enable financial market participants to become licensed.

Phase 2 on 1 December 2014

For the new disclosure requirements, the go-live of the two new online registers (i.e., the register of managed investment schemes and the register of offers of financial products), licensing obligations and the remainder of the Acts.

Exposure Draft, Reporting on Audited Financial Statements: Proposed New and Revised International Standards on Auditing (ISAs)

The IAASB has published the proposed changes for public comment. This is important reading for directors and boards – especially audit committees. Read more

Workplace Health and Safety Reform

On 8 August 2013,  the Government released their response to the recommendations of the Independent Taskforce on Workplace Health and Safety (the taskforce) in a document titled ‘Working Safer – A blueprint for health and safety at work’. The extensive document details the largest reform of health and safety in New Zealand in over 20 years. Much of what has been included was anticipated by the presenters at the recent IoD Health and Safety Governance events. Read more

IoD submission on Civil Pecuniary Penalties Consultation Document

The IoD has long supported the need for a clear demarcation between civil and criminal liability. Civil pecuniary penalties in their current form do not provide this. It is important that individuals are able to understand the distinction and the consequences of a breach of duty. The IoD firmly believes that directors should be accountable for their actions. The IoD supports the review of the civil pecuniary penalty (CPP) regime and the general belief by the Law Commission that there is a place for CPP in today’s world.
Read the IoD's full submission

IoD submission on the Safer Workplaces Consultation Document

The IoD supports the purpose behind the work of the Taskforce: to improve the safety of New Zealand’s workplaces. We see workplace safety as a key component of responsible and effective businesses, and we are confident that a significant majority of New Zealand businesses and business leaders take their responsibilities in this area seriously, and discharge their obligations diligently.
Read the IoD's full submission

IoD submission on the Companies and Limited Partnerships Amendment Bill

The loD supports legislation that is likely to result in a more efficient market economy and functional and performing financial markets that investors can have confidence in. We therefore support the central purposes of the Companies and Limited Partnerships Amendment Bill (“the Bill”) which is to ensure that New Zealand remains a trusted place to do business. 
Read the IoD's full submission
View Companies and Limited Partnerships Amendment Bill report

IoD submission on the Financial Markets Conduct Bill

The loD supports any legislation that is likely to result in a more efficient market economy and functional and performing financial markets that investors can have confidence in. We therefore support the central purposes of the draft Financial Markets Conduct Bill (“the Bill”) which is to provide an enduring financial market conduct regulatory regime that encourages confident and informed participation and promotes innovation and effective competition. 
Read the IoD's submission
View Financial Markets Conduct Bill report

IoD submission on proposed amendments to the NZX Listing Rules 10.5.5 (Diversity)

The IoD firmly supports initiatives whose intent is to encourage listed companies to consider the benefits that “diversity” confers both within the board and throughout the rest of the company for the purpose of promoting performance improvement and increasing shareholder value.
Read the IoD's submission