4412

NEW ZEALAND GAZETTE

No. 135

(i) that a copy of that part of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the full guarantee contract, will be provided at no charge, immediately to any person requesting a copy where the request is made at the Registered Bank’s head office and within five Working Days where the request is made at any branch or agency of the Registered Bank, unless the content of the Supplemental Disclosure Statement is contained in the General Disclosure Statement.

8. Registered Bank: Directorate and Auditors—The General Disclosure Statement shall state:

(a) an address to which communications addressed to the Directors and Responsible Persons (if any), or any of them, may be sent;

(b) the name, occupation, technical or professional qualifications, and country of residence of each Director and Responsible Person;

(c) the name and Address for Service of any auditor whose report is referred to in the Disclosure Statement;

(d) in relation to every Director:

(i) the nature and amount of any transaction which any Director or any Immediate Relative or close business associate of any Director has with the Registered Bank or any member of the Banking Group which either has been entered into on terms other than those which would, in the ordinary course of business of the Registered Bank or any member of the Banking Group, be given to any other person of like circumstances or means, or which could otherwise be reasonably likely to influence Materially the exercise of the Director’s duties; and

(ii) whether any Director is an executive Director; and

(e) the policy of the board of Directors for avoiding or dealing with conflicts of interest which may arise from the personal, professional or business interests of the Directors or any of them.

9. Conditions of Registration—The General Disclosure Statement shall either:

(a) state that a copy of that part of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the Conditions of Registration applicable as at the date of the Disclosure Statement, will be provided at no charge, immediately to any person requesting a copy where the request is made at the Registered Bank’s head office and within five Working Days where the request is made at any branch or agency of the Registered Bank; or

(b) contain a copy of the Conditions of Registration applicable as at the date of the Disclosure Statement.

10. Pending Proceedings or Arbitration—The General Disclosure Statement shall contain a description of any pending proceedings or arbitration concerning any member of the Banking Group or, where publicly available, the Overseas Banking Group, whether in New Zealand or elsewhere, that may have a Material adverse effect on the Registered Bank or on the Banking Group.

11. Credit Ratings—(1) The General Disclosure Statement shall state whether the Overseas Bank has a credit rating applicable to its long term senior unsecured obligations payable in New Zealand, in New Zealand dollars.

(2) For each credit rating required to be disclosed pursuant to subclause (1) of this clause the General Disclosure Statement shall state:

(a) the name of the person who gave the credit rating;

(b) the current rating and all qualifications to that rating;

(c) any changes made to the rating in the two years preceding the Balance Date and the date on which any such change occurred; and

(d) descriptions or explanations of all the steps in the applicable rating scales.

Part IV

Financial and Supplementary Disclosures to be Contained in General Disclosure Statement

12. Content of Financial and Supplementary Disclosures—(1) The General Disclosure Statement shall contain or be accompanied by financial statements of the Registered Bank and the Banking Group for the Accounting Period or the Interim Accounting Period, prepared in accordance with the requirements of the Financial Reporting Act 1993 including, without limitation, section 13 of the Financial Reporting Act 1993, as though the references in the Financial Reporting Act 1993 to a ‘group’ were to the Banking Group and as though the Registered Bank does not qualify for any exemptions pursuant to the Framework for Differential Reporting issued by the New Zealand Society of Accountants.

(2) The General Disclosure Statement shall contain, where Material, the supplementary information for the Accounting Period or the Interim Accounting Period prescribed by Schedules 1 to 5 of this Order unless this information is included in the financial statements prepared in accordance with clause 12 (1) of this Order.

(3) The General Disclosure Statement shall contain, where Material, the supplementary information for the Accounting Period or the Interim Accounting Period prescribed by Schedule 6 of this Order unless this information is included in the financial statements prepared in accordance with clause 12 (1) of this Order.

13. Historical Summary of Financial Statements—(1) The General Disclosure Statement shall contain a historical summary of financial statements in respect of the Banking Group.

(2) The amounts in the historical summary of financial statements required to be disclosed pursuant to subclause (1) of this clause shall be amounts that appear in financial statements of the Banking Group giving a true and fair view of the results and state of affairs of the Banking Group for the period concerned, or, where no such statements have been prepared, amounts that would have appeared in such statements if they had been prepared.

(3) The amounts that appear in the historical summary of financial statements required to be disclosed pursuant to subclause (1) of this clause shall include the following:

(a) total interest revenue;

(b) total interest expense;

(c) total other revenue;

(d) total Impaired Asset expense;

(e) total other expenses;

(f) net profit or loss before taxation and extraordinary items;

(g) taxation;

(h) net profit or loss before extraordinary items;

(i) extraordinary items;

(j) net profit or loss after extraordinary items;

(k) minority interests;

(l) the amount of branch profits repatriated;

(m) profit or loss retained;

(n) total assets;