25 OCTOBER NEW ZEALAND GAZETTE 4131

Exchange and its members or bring the Exchange or members generally into disrepute; and

(c) Comply with the Rules and at all times observe good stockbroking practice.

8.2 No trading of securities for employees of other members: No member shall buy or sell securities for an employee of any other member.

8.3 Description of member: No member shall, in respect of his activities as a stockbroker, describe his occupation in any way other than as an individual associate member, an individual full member, a member firm, or generally, a member, as the case may be, of the Exchange.

8.4 Description of member’s conduct: Where any member is in any way associated with any group or association, whether incorporated or not, the functions or purposes of which include the provision in New Zealand of any services of any sort falling within the objects of the Exchange, then:

(a) The member shall in all circumstances clearly identify to all persons with whom that member may deal and all other persons who may become aware of the member’s conduct, the distinction between conduct undertaken by the member as a member of the Exchange and conduct undertaken in the course of or by virtue of the member’s association with that other body:

Provided always that if after appropriate warning, a member continues to breach this Rule, then the Board may, in addition to exercising any disciplinary powers, suspend the member until appropriate arrangements are made for full dissemination of advice identifying the precise scope of that member’s activities as a member of the Exchange.

(b) In relation to the dissemination of information or provision of access to facilities that are provided by the Exchange for members (in this Rule collectively described as ‘the services’), all members acknowledge:

(i) the services are provided to members of the Exchange on a basis of the cost of those services being in whole or in part shared by the members of the Exchange;

(ii) the services may incorporate or rely upon material in respect of which the Exchange enjoys copyright; and

(iii) the services may incorporate information produced for the confidential use of members only, without it being specifically delineated but in circumstances that require all members to respect absolutely that confidentiality.

If the Board is satisfied that a member is misusing the access to those services for the purpose of promoting or conducting business in the course of its association with any other organisation as described in Rule 8.4, the Board may at any time restrict access for that member to the services or suspend participation by that member in the facilities provided by the Exchange.

8.5 Payment of fees: Every member firm shall, in respect of every individual member associated with that member firm (whether as a partner, director, shareholder, employee, agent or otherwise) pay such fees, levies and other expenses as shall from time to time be fixed or incurred on behalf of such member by the Exchange. In addition, each individual member shall also be liable to pay such fees, levies or other expenses if his member firm is unable, through default or other financial difficulty, to make or complete the appropriate payment and the individual member’s liability shall be limited to the amount owing and still unpaid. There may be differentiation as regards the amount of such fees, levies or other expenses as between different classes of membership, between member firms, individual members who are not shareholders of, or partners in, member firms, and individual members who are shareholders of, or partners in, member firms and between individual members themselves, if in the opinion of the Board such differentiation is not unreasonable in the particular circumstances.

8.6 Obligations of principals and directors of companies: Every member firm which is a company and every individual full member who is a director of a member firm which is a company, shall ensure that at all times:

(a) A majority of the directors of the company are individual full members of the Exchange:

Provided that for the purposes of this Rule 8.6, the Board may resolve that a member of an approved overseas stock exchange shall be deemed to be a member until and if such resolution is revoked.

(b) Shareholders’ funds of the company less advances or loans to related parties (other than transactions for securities trading and settlement) are at least equal to $1 million.

(c) The articles of association or constitution of the company provide that:

(i) The company agrees to be bound by the Rules;

(ii) The directors required to form a quorum for a directors’ meeting shall include a majority of directors who are individual full members of the Exchange; and

(iii) The directors may not delegate their powers as directors by power of attorney or in any other manner:

Provided that a director who is an individual full member of the Exchange may appoint as his alternate director only a person who is an individual full member of the Exchange.

For the avoidance of doubt, this Rule shall not prevent the proper delegation by directors who are executive officers of the company of their executive powers.

(d) The registered office of the company is located at a stockbroking office of the company, except that where the company is a wholly owned subsidiary of any other company with its registered office in New Zealand, the member firm’s registered office may be situated at the same location as that of its parent company.

(e) The articles of association or constitution of the company comply in all material respects with the standard form (if any) prescribed from time to time by the Board, and the determination of the Board that the articles of association or constitution of a company do or do not at any time comply with this Rule 8.6(e) shall be final and binding on the member firm.

8.7 Beneficial owners of shares must be identifiable: All member firms which are companies shall provide the Managing Director with a schedule of their shareholders, and identify the beneficial owners of such shares and the number of shares held by each beneficial owner. The Managing Director shall maintain a file of such schedules, and the file shall be open for inspection by any person at a place nominated by the Managing Director.

8.8 Change in ownership of shares must be notified: Where there is a change in either the registered ownership or the beneficial ownership of any shares in a member firm which is a company, the directors shall immediately advise the Managing Director, giving full details of the change and