3786 NEW ZEALAND GAZETTE No. 182

7 (4) As a minimum, an employee so proposed should:

(a) Have at least 2 years’ full time experience in the office of a member or in the giving of investment advice to the public; and

(b) Hold a sharebroker’s licence; and

(c) Have attained a pass in such examinations or part thereof as the Board may from time to time prescribe or have completed any educational programme which in the opinion of the Board should qualify such a person to be in charge of a sharebroking office.

7 (5) A member wishing to open his first sharebroking office, or to establish a new sharebroking firm, whether as a sole trader, as a company member or in association with another member, shall first be required to satisfy the Board that:

(a) He and any other member with whom he is associated in the venture, is able to meet the capital and equity requirements set out in these rules or in any regulations made thereunder;

(b) His office and book keeping systems are of an acceptable standard when measured against those already in place in other sharebroking firms. For the purposes of this rule, a certificate to the appropriate effect from the Stock Exchange Inspector will suffice;

(c) his senior staff are suitably experienced and capable to enable his business to be conducted in a way which will not place other members and the investing public at financial risk;

(d) he has fully met all obligations arising from his previous activities as a principal of a sharebroking firm.

For the purposes of this Rule, no sharebroking firm shall be deemed to be “new” merely because another member has become associated with it or because any part of its shareholding may have changed hands or because it has merged with another sharebroking firm.

7 (6) Any person admitted to membership who is at the time of his admission a principal or director of a sharebroking business and wishes to continue to operate that business as a sharebroking firm in terms of these Rules, shall first satisfy the Board that he and his business are able to meet the criteria set out in Rule 7 (5).

7 (7) A member wishing to open further sharebroking offices in addition to his principal place of sharebroking business or to join in partnership or become formally associated with another member shall give the Exchange at least 21 days’ written notice of his intention to do so. In the case of a sharebroking office, the notice shall state the full address of the office and the full names of the person or persons under whose direct full time control it will be placed. On receipt of any such notice the Managing Director shall forthwith advise all members of its details.

7 (8) Where a member has more than one sharebroking office, deliveries to the member shall be made to the office of the Exchange nominated by the member for that purpose.

7 (9) Where a member has a sharebroking office situated overseas:

(a) Subject to Rule 7 (9) (b), the provisions of these Rules which relate to the operation of sharebroking offices shall apply in respect of that overseas sharebroking office except in so far as they conflict with any requirements whether statutory or otherwise that apply in the jurisdiction in which that sharebroking office is situated;

(b) Rule 21 shall apply in respect of that sharebroking office, except that an inspector appointed under Rule 21 (4) may appoint an overseas chartered accountant in public practice as his agent and delegate to him any or all of his powers as inspector in relation to that sharebroking office.

8. Board of Directors

8 (1) The management and control of the business and affairs of the Exchange shall be in the hands of a Board of Directors (“the Board”). The powers of the Board shall be subject only to such limitations as are expressly imposed by these rules.

8 (2) The Board shall consist of up to 10 persons of whom at least 4 shall be individual members of the Exchange, at least 2 shall be non-members and one shall be the Managing Director of the Exchange.

8 (3) All appointments to the Board, other than that of the Managing Director, shall be by election at a general meeting of members and such appointees shall be subject to nomination as specified by these Rules.

8 (4) Nominations for member appointees to the Board shall be made by two other individual members and submitted in writing to the Managing Director no later than five weeks prior to the date of the annual meeting. All persons nominated shall confirm in writing to the Managing Director their willingness to accept nomination.

8 (5) No person who is not a member, other than the Managing Director of the Exchange appointed in terms of Rule 8(2), shall be eligible for election to the Board unless he has first been nominated by the Chairman and he has suitable business experience (as determined by the Board). Any person so nominated shall signify in writing his willingness to accept the nomination and the nomination shall be submitted in writing to the Managing Director no later than five weeks prior to the date of the annual meeting.

A non-member Director elected to the Board shall:

(a) Not be employed concurrently in any office of the New Zealand Stock Exchange or any of its sharebroking firms;

(b) Be entitled to all information and any notices circulated to members and may attend and vote at general meetings of members;

(c) Not by reason of his election become a member of the Exchange.

8 (6) All directors shall be entitled to remuneration at such a rate or by such sum as the members may at any general meeting from time to time determine. The remuneration so determined shall apply to the year specified in such determination and to all subsequent years until altered by the members in general meeting.

8 (7) The remuneration shall not be altered unless notice of intention to move accordingly stating the amount of the proposed increase or decrease has been given in the notice convening the relevant meeting.

8 (8) The remuneration of the Directors may be fixed individually or collectively or by both of such means. Remuneration payable to any Directors collectively shall be divided amongst them in such proportions and in such manner as they may determine, and in default of such determination shall be divided amongst them equally.

8 (9) The Directors shall be entitled to be paid reasonable expenses incurred in attending meetings of the Board and whenever else engaged on the business or affairs of the Exchange.