Focus on Governance

NZX Listing Rule Change – Primary and Secondary Representatives

A recent change to the NZX listing rules means that from 24 July this year, all listed companies will need to:

• Appoint a ‘Primary Representative’ and ‘Secondary Representative’, and provide their contact details to NZX through the Market Announcements Platform; and
• Ensure that the Primary Representative has successfully completed ‘Authorised Representative Training’ by 24 January 2025.

Authorised Representatives will need to re-certify every three years. While Secondary Representatives are not required to undertake the training, NZX is encouraging it.

Training content

The Training Modules, which will be available shortly before 24 July, will cover the following topics:

• Continuous disclosure
• Corporate governance
• Shareholder meetings
• Periodic reporting
• Issuing and raising capital
• Major and related party transactions
• Regulatory landscape for NZX listed issuers
• Trading halts and suspensions

Primary Representatives must complete all eight modules and pass a test on each one.

Why has the NZX made this change?

Authorised Representatives act as the company’s designated point of contact for NZX to engage with regarding operational and regulatory matters such as time critical communications such as trading halts, and non-time critical matters. It’s important for NZX to speak to someone who understands and is authorised to respond to queries about the listing rules and operational matters.

In addition, it is expected that this change will not only lift the standard of knowledge and awareness about listing rules and corporate governance, but also stands to improve compliance in this area.

This is particularly pertinent following recent decisions by the NZX Markets Disciplinary Tribunal in late 2023, where a number of companies were censured and fined in relation to listing rule and governance code non compliance.