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
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,
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
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.
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