NZX clarifies how to report gender composition in annual reports

Friday 27 February 2015

Authors: James Cooney, Brynn Gilbertson and Ben McTaggart

​On Wednesday, NZX released a revised version of its diversity policies and disclosure guidance note.

The guidance note has been updated to reflect a NZX Regulation class ruling that clarifies the nature of the information that an issuer must include in its annual report with respect to the gender composition of its directors and officers.

A “quantitative breakdown” must be reported numerically

Listing rule 10.4.5(j) requires NZX Main Board listed issuers to include, in each annual report, “a quantitative breakdown, as to the gender composition of the Issuer’s Directors and Officers as at the Issuer’s balance date and including comparative figures for the prior balance date of the Issuer.

The NZX Regulation ruling provides that an issuer does not comply with listing rule 10.4.5(j) simply by reporting diversity data in relation to its directors and officers in a proportionate manner (i.e., by referring to the percentage of its directors and officers which are male and female). To ensure that gender diversity reporting is transparent and readily comparable between issuers, and reporting periods, NZX has ruled that an issuer must, at a minimum, disclose:

  • the number of male and female directors at the balance date; and

  • the number of male and female officers at the balance date.

Revised guidance

The revised guidance note refers to compliance with the class ruling, and confirms that it is still appropriate to include a proportionate breakdown in addition to a numerical breakdown, if issuers wish to do so for convenience of presentation and interpretation. NZX also encourages issuers to report gender composition information in a tabular format.

To ensure that gender composition reporting is comparable for periods prior to the introduction of the Financial Markets Conduct Act 2013 (FMC Act), the guidance note retains the definition of “officer” that was based on the Securities Markets Act 1988 definition and has not updated it to reflect the corresponding FMC Act definition of “senior manager”. NZX encourages issuers to explain how the definition of “officer” applies to the issuer, by reference to the issuer’s organisational structure, for the purpose of gender composition.

NZX has also taken this opportunity to update its 2012 guidance on the suggested content for a diversity policy (should an issuer choose to adopt such a policy) together with some suggestions on how issuers can set measureable targets and objectives in such a policy.

A copy of NZX Regulation’s class ruling is available here and the revised guidance note is available here.


This publication is necessarily brief and general in nature. You should seek professional advice before taking any action in relation to the matters dealt with in this publication.

For more information
  • James Cooney

    Partner Auckland
  • Brynn Gilbertson

    Partner Auckland
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