Statutory Information

1. Business operations

The Company sold its Australian grain market operator Clear Grain Exchange, effective 1 December 2016. It also sold its two remaining rural magazines on 1 November 2016. There have been no other changes in the core business undertakings of the Company or its subsidiaries during the year.

2. Interests register

NZX is required to maintain an interests register in which particulars of certain transactions and matters involving the directors must be recorded.

3. Directors interests

The directors have declared interests in the following entities. Where (R) is shown next to an entity, this denotes that the director has ceased to have that interest during 2016.

Director

Interest

Entity

Alison Gerry

Director

Kiwibank Limited

Director

Television New Zealand Limited (R)

Director

New Zealand Clearing and Depository Corporation Limited

Trustee

Michael Hill International Violin Competition

Director

Infratil Limited

Director

Asteron Life Limited

Director

Vero Insurance New Zealand Limited

Director

Vero Liability New Zealand Limited

Director

Spark New Zealand Limited

Dr Patrick Strange

Chairman

Chorus Limited

Director

Mercury NZ Limited

Director

Auckland International Airport Limited

Director

Ausgrid

Director

Endeavour Energy

Director

Essential Energy (Australia)

Director

New Zealand Clearing and Depository Corporation Limited

Dame Therese Walsh

Deputy Chairman

Television New Zealand Limited

Chair

International Development and Selection Panel, MFAT

Member

Major Events Investment Panel, MBIE

Member

Strategic Risk and Resilience Advisory Board, DPMC

Trustee

Wellington Regional Stadium Trust

Director

ASB Bank Limited

Council Member

Victoria University of Wellington

Chair

New Zealand Rugby Diversity Committee

Director

Air New Zealand Limited

Ambassador

Wellington Homeless Woman’s Trust

James Miller

Director

Auckland International Airport Limited

Director

Mercury NZ Limited

Director

Accident Compensation Corporation

Director

New Zealand Clearing and Depository Corporation Limited (R)

Jon Macdonald

CEO

Trade Me Group Limited

Director

Trade Me Limited

Director

TMG Trustee Limited

Director

Old Friends Limited

Director

Trade Me Comparisons Limited

Trustee

New Zealand Technology Trading Charitable Trust

Neil Paviour-Smith

Director

Forsyth Barr Limited and Associated Companies

Director

Forsyth Barr Limited

Director

Leveraged Equities Finance Limited

Board Member

New Zealand Institute of Chartered Accountants Regulatory Board

Director

Chartered Accountants Australia and New Zealand

Pro Chancellor

Victoria University of Wellington

4. Information used by director

There were no notices from directors of the Company requesting to disclose or use Company information received in their capacity as directors that would not otherwise have been available to them.

5. Directors’ remuneration

The total remuneration available for directors is fixed by shareholders. The annual fee pool limit is $435,000 and has not been increased since it was approved by shareholders at the annual meeting in April 2012.

The current fees paid to NZX directors are $50,000 per annum for directors and $100,000 for the Chair. No additional fees are paid for Committee Memberships. An additional $10,000 per annum is paid to non-executive directors of NZX’s wholly owned subsidiary New Zealand Clearing and Depository Corporation Limited (NZCDC). Total remuneration received by each Director in 2016 is set out in the table below.

Director

Role

Board fees

NZCDC fees

Total remuneration

Alison Gerry

Director

$50,000

$10,000

$60,000

Jon Macdonald

Director

$50,000

$50,000

James Miller

Chairman

$100,000

$3,984

$103,984

Neil Paviour-Smith

Director

$50,000

$50,000

Dr Patrick Strange

Director

$50,000

$6,071

$56,071

Dame Therese Walsh

Director

$50,000

$50,000

Total

$350,000

$20,055

$370,055

6. Indemnification and insurance of directors and officers

NZX pays premiums in respect of directors’ liability insurance. The policies do not specify a premium for individuals.

The insurance provides cover against costs and expenses involved in defending legal actions and any damages or judgments awarded or entered against the individual, settlements negotiated and any legal costs or expenses awarded against the individual arising from a liability to persons (other than the company or a related body corporate) incurred in their position as a director unless the conduct involves a wilful breach of duty, improper use of inside information or position to gain any profit or advantage or any criminal, dishonest, fraudulent or malicious acts or omissions or any knowing or wilful violation of any statute or regulation.

NZX has granted indemnities to NZX directors and NZX appointed directors of operating subsidiaries in relation to potential liabilities and costs they may incur for acts or omissions in their role as a director of NZX or an NZX subsidiary. Similar exclusions to those described in the previous paragraph on insurance apply.

7. Subsidiary Company directors

The directors of all NZX subsidiaries during the year are as follows.

Clearing House entities

New Zealand Clearing and Depository Corporation Limited

Timothy Bennett (Ceased to hold office 30 December 2016)
Mark Peterson
James Miller (Non-executive director, ceased to hold office 30 December 2016)
Alison Gerry (Independent director)
Dr Patrick Strange (Independent director)

New Zealand Clearing Limited

Timothy Bennett (Ceased to hold office 30 December 2016)
Mark Peterson

New Zealand Depository Limited

Timothy Bennett (Ceased to hold office 30 December 2016)
Mark Peterson

New Zealand Depository Nominee Limited

Amanda Simpson (Ceased to hold office 30 December 2016)
Benjamin Phillips

Other NZX Subsidiaries

Energy Clearing House Limited

Amanda Simpson (Ceased to hold office 30 December 2016)
Benjamin Phillips

Fundsource Limited

Bevan Miller

Smartshares Limited

Timothy Bennett (Ceased to hold office 30 December 2016)
Bevan Miller
Paul Baldwin
Guy Elliffe (Independent director)
John Williams (Independent director)

NZX Wealth Technologies Limited

Bevan Miller
Mark Peterson

NZX Profarmer Australia Pty Limited

Timothy Bennett (Ceased to hold office 30 December 2016)
Nathan Cattle (Ceased to hold office 30 December 2016)
Ron Storey
Bevan Miller

NZX Agri Advisors Pty Limited

Nathan Cattle (Ceased to hold office 30 December 2016)
Ron Storey

NZX Rural Limited

Timothy Bennett (Ceased to hold office 30 December 2016)
Bevan Miller

Mandela Investments Limited

Bevan Miller

MXF Nominees Limited

Bevan Miller

New Zealand Exchange Limited

Bevan Miller

NZX CPL Nominee Limited

Bevan Miller

NZX Executive Share Plan Nominees Limited

Mark Reese (Independent Director)

NZX Holding No. 3 Limited

Bevan Miller

NZX Holding No. 4 Limited

Timothy Bennett – (Ceased to hold office 30 December 2016)

NZX Share Scheme Nominee Limited

Bevan Miller

Tane Nominees Limited

Bevan Miller

TZ1 Limited

Bevan Miller

The directors of NZX’s subsidiary companies who are not NZX employees have declared interests in the following entities:

Subsidiary director

Interest

Entity

Guy Elliffe

Corporate Governance Manager

Accident Compensation Corporation

John Williams

Investment Manager

Trust Investments Management Limited

NZX employees do not receive additional remuneration for acting as directors of subsidiary companies.

The total amount of remuneration and other benefits to which independent directors of an NZX subsidiary was entitled during 2016 is as follows:

Subsidiary director

Remuneration

Guy Elliffe

$30,000

John Williams

$30,000

Fees earned by NZX Limited directors for acting as independent directors of New Zealand Clearing and Depository Corporation Limited are set out in section five.

8. Donations

During the year NZX made donations to charitable organisations of $16,591.

9. Employee Remuneration

The table below sets out the number of NZX Group employees and former employees who received remuneration and other benefits, including non-cash benefits and share-based remuneration in excess of $100,000 per annum. This information is based on all amounts received by the employees during the calendar year and therefore includes bonus payments that relate to the 2015 year (where applicable). Directors are not included in the table below. Their remuneration is set out separately in section 5.

Remuneration range

Employees

100,000 – 109,999

13

110,000 – 119,999

8

120,000 – 129,999

6

130,000 – 139,999

7

140,000 – 149,999

5

150,000 – 159,999

6

160,000 – 169,999

2

170,000 – 179,999

3

190,000 – 199,999

5

200,000 – 209,999

1

210,000 – 219,999

2

220,000 – 229,999

1

240,000 – 249,999

2

250,000 – 259,999

1

260,000 – 269,999

1

270,000 – 279,999

3

280,000 – 289,999

1

310,000 – 319,999

2

380,000 – 389,999

1

400,000 – 409,999

1

2,860,000 – 2,869,999

1

10. Director transactions in securities of the Parent Company

Director

Securities held (legally and beneficially) at 31 December 2016

Alison Gerry

Jon Macdonald

50,000

James Miller

40,083

Neil Paviour-Smith

500,105

Dr Patrick Strange

5,000

Dame Therese Walsh

50,000

There were no changes in these relevant interests during the year.

11. Auditors

The external auditor of the parent company and the Group is KPMG. They provide audit and other services, for which their remuneration in 2016 was as follows:

Group $000

Audit of the financial statements

281

Other audit related fees

40

Non-audit services

Total

321

12. Top 20 security holders

The following table shows the names and holdings of the 20 largest holdings of the securities of the Company at 31 December 2016.

Investor name

Shares held

% of issued shares

HSBC Nominees (New Zealand) Limited

19,978,250

7.5

Citibank Nominees (NZ) Ltd

18,381,549

6.9

Accident Compensation Corporation

16,909,611

6.3

FNZ Custodians Limited

12,495,379

4.7

Aventine Group Limited

12,396,695

4.6

Nigel Babbage & Philippa Babbage

11,700,000

4.4

Premier Nominees Limited

10,166,030

3.8

HSBC Nominees (New Zealand) Limited

9,380,933

3.5

Investment Custodial Services Limited

6,023,684

2.2

David Mitchell Odlin

5,988,681

2.2

Forsyth Barr Custodians Ltd

5,901,048

2.2

BNP Paribas Nominees NZ Limited

5,199,734

1.9

Custodial Services Limited

3,954,632

1.5

Leveraged Equities Finance Limited

2,680,826

1.0

New Zealand Superannuation Fund Nominees Limited

2,248,393

0.8

Custodial Services Limited

2,105,783

0.8

Cogent Nominees Limited

2,050,582

0.8

Custodial Services Limited

1,656,203

0.6

Premier Nominees Limited

1,642,731

0,6

JPMorgan Chase Bank

1,632,501

0,6

Total

152,493,245

56.8

13. Spread of ordinary shareholders as at 31 December 2016

SHAREHOLDERS

SHARES

Size of Holding

Number

%

Number

%

1-1,000

279

7.17

74,988

0.07

1,001-5,000

759

19.51

2,506,948

0.93

5,001-10,000

1,008

25.91

8,107,674

3.02

10,001-50,000

1,441

37.04

32,109,436

11.97

50,001-100,000

225

5.78

16,055,188

5.98

Greater than 100,000

178

4.58

209,361,455

78.03

Total

3,890

100

268,315,689

100

14. Substantial product holders

The following information is given pursuant to section 293 of the Financial Markets Conduct Act 2013 (FMCA). According to NZX’s records and disclosures made pursuant to section 280 (1)(b) of the FMCA, the following were substantial product holders in NZX as at 31 December 2016. The total number of voting securities on issue as at 31 December 2016 was 268,315,689.

Class

Relevant interest

% of Issued
shares

Highclere International Investors LLP

Ordinary shares

16,183,718

6.03

Accident Compensation Corporation

Ordinary shares

16,909,611

6.30

ANZ New Zealand Investments Limited

Director

15,529,120

5.79

15. Waivers from Listing Rules and independent director certificates

The following waiver has been granted to NZX or relied upon by NZX in the 12 month period ended 31 December 2016:

Waiver from the application of Rule 7.6.1 to allow NZX to redeem its own Equity Securities where, under the terms of the NZX Employee Share Plan – Team and Results, it is obliged or entitled to do so.

16. Securities issued by NZX

NZX’s ordinary shares are quoted on the NZX Main Board. Shares issued under the various employee share schemes, such as the CEO LTI Share Scheme (implemented January 2013) and the NZX Employee Share Plan – Team and Results (implemented in May 2010), are subject to certain transfer conditions and entitlement criteria. For as long as shares issued under these schemes are subject to these restrictions they are not quoted on any market and will not be quoted on any market until such time as they vest in the relevant participants.

This report is signed by and on behalf of the Board of NZX Limited by:


James Miller


Neil Paviour-Smith