4620

NEW ZEALAND GAZETTE

No. 206

(e) organise and control its internal affairs in a responsible manner, keep proper records, and have adequate arrangements to ensure that any staff are suitable, adequately trained and properly supervised and that there are well-defined compliance procedures; and

(f) deal with regulatory authorities in an open and co-operative manner and keep each such authority promptly informed of anything which might reasonably be expected to be disclosed to it.

6. MISCELLANEOUS

6.1 Except as provided in this Rule, the Company will treat, and will take all reasonable steps to ensure that its officers, employees and agents and members of all committees and Appeal Boards appointed pursuant to these Rules will treat, all information concerning a Dealer’s affairs or those of its officers, employees and clients which is acquired by them in the course of carrying out their functions or responsibilities pursuant to these Rules as confidential, except that any such information may be disclosed:

(a) to the Securities Commission or any other Regulatory Authority for any purpose required by or pursuant to any law or the directive of the Commission or any such authority; or

(b) pursuant to, or in accordance with, any arrangement to share information that may exist between the Company and any clearing house, Regulatory Authority or other person; or

(c) for the purpose of enabling or assisting an auditor of a Dealer, or other authorised person, to discharge his or her legal duties or functions; or

(d) if the person from whom the information was obtained consents to disclosure, or the information has already been published or is otherwise known to the public.

6.2 Neither the Company, nor any officer, employee or agent of the Company, nor any member of any committee or Appeal Board appointed pursuant to these Rules shall be liable to any person in contract, tort or otherwise for any action taken, or not taken, in exercise or purported exercise, in good faith, of any of their respective powers, authorities, discretions, or obligations, under or pursuant to these Rules.

6.3 Subject to Rule 6.4 no person who is a member of any committee or Appeal Board appointed pursuant to these Rules shall vote in respect of any matter to be considered by the committee or Appeal Board, as the case may be, or be counted in the quorum present at the meeting which considers the matter if that person:

(a) is a director or employee of, or partner in, a Dealer or other person (including the Company) that may be directly and materially affected by the decision of the committee or Appeal Board; or

(b) has a financial interest in a Dealer or other person (including the Company) that may be directly and materially affected by the decision of the committee or Appeal Board, not being an interest of less than 0.1% in the equity capital or funds of the Dealer or, where the Dealer is a subsidiary of another entity, of that other entity; or

(c) has a material financial interest, whether legal or beneficial, in any Contract that may be directly and materially affected by the decision of the committee or Appeal Board; or

(d) for any other reason has a material conflict of interest in relation to, or financial interest in the outcome of, the matter under consideration, unless a majority of the other members of the relevant committee or Appeal Board resolves that the conflict is not such as to necessitate the disqualification of that person.

6.4 For the purposes of Rule 6.3:

(a) a decision of a committee or Appeal Board as to whether any person is, or is not, disqualified from voting in respect of any matter to be considered by that committee or Appeal Board or from being counted in the quorum present at the meeting which considers the matter shall be final and binding on that person and on all other persons affected by the decision of the committee or Appeal Board, as the case may be, in relation to the matter;

(b) a member of a committee shall not be disqualified under Rule 6.3 from voting in respect of a matter to be considered by the committee or from being counted in the quorum present at the meeting which considers the matter if that person is a director or employee of the Company or a related company thereof provided that a majority of the persons present and entitled to vote at the meeting are persons who are not disqualified under Rule 6.3 from voting on the matter or from being counted in the quorum present at the meeting;

(c) a person who is disqualified from voting in respect of a matter to be considered by a committee or from being counted in the quorum present at the meeting which considers the matter shall not be disqualified from taking part in the discussion of the matter by the committee unless the committee resolves that such person be excluded from participation, or further participation, in the discussion of such matter.

6.5 A member of a committee or Appeal Board who has any interest or relationship which may disqualify that member from voting in respect of any matter to be considered by that committee or Appeal Board shall fully declare the nature of that interest or relationship to the other members of that committee or Appeal Board, as the case may be, prior to the consideration of the matter by that committee or Appeal Board.

6.6 Notwithstanding the provisions of Rules 6.3, 6.4 and 6.5 no decision of any committee or Appeal Board on any matter under these Rules shall be invalid by reason of the fact that any person who was, or ought to have been, disqualified under Rule 6.3 voted in respect of the matter, or was counted in the quorum present at the meeting which considered the matter, or took part in the discussion of the matter, or failed to comply with the provisions of Rule 6.5 in respect of the matter.

7. LEVIES AND FEES

7.1 A Trading Permit Holder shall pay to the Company:

(a) an annual Trading Permit fee;

(b) a transaction levy for each Contract traded by the Trading Permit Holder on the Exchange; and

(c) mandatory settlement fees, option exercise fees, and any other fees or charges from time to time payable in respect of any class of Contract;

all such levies, fees and charges to be of such amounts, and to be calculated and payable in such manner, as may be prescribed by the Company from time to time.