4132 NEW ZEALAND GAZETTE No. 156

also confirming the identity of the beneficial owner of such shares so that the file referred to in Rule 8.7 may be updated.

8.9 Notification of new director: Whenever a new director of a member firm which is a company is appointed, the member firm shall promptly deliver to the Exchange a statutory declaration by the director stating that the member firm is complying with Rule 8.6 and that the director will ensure that the member firm will abide by the Rules.

8.10 Notification of Companies Office filing: Whenever a member firm which is a company files with the Registrar of Companies an annual return, financial statements or a notice of a change in its share capital, or its directors or its articles of association or constitution, it shall at the same time send a copy of such return, financial statements or notice to the Managing Director.

8.11 Managing Principal and Principal Stockbroking Office: Every member firm shall designate one individual full member to be Managing Principal, and one office as its principal stockbroking office.

8.12 Client advisers and investment advisers to be at least individual associate members: Each member firm shall ensure that all of its employees, officers, agents and principals who are acting as client advisers and/or investment advisers must be at least individual associate members, provided that this Rule shall not apply for a transitional period of six months following the coming into force of these Rules.

8.13 Suspension: Failure by a member firm to comply with any of Rules 8.6 to 8.12 shall render the member firm liable to suspension by the Board without further notice. A suspension pursuant to this Rule shall continue until such Rules are complied with, in each case to the satisfaction of the Board.

9. Stockbroking offices

9.1 Name of stockbroking office: No individual member shall operate any stockbroking office under a name which is different from that of his member firm.

9.2 Control of stockbroking office: Every principal stockbroking office shall be under the direct full time control of a principal. Any other stockbroking office shall be under the direct full time control of an individual member.

9.3 Requirements for establishing a new member firm: An individual full member wishing to establish a new member firm 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;

(b) His business plan, management controls and office and accounting systems are of an acceptable standard when measured against those already in place in other member firms. For the purposes of this Rule, a certificate to the appropriate effect from the Inspector will be required;

(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; and

(d) He has fully met all obligations, arising from his previous activities as a principal of a member firm.

9.4 Effect of admission to membership: Any person admitted to membership who is at the time of his admission a principal or director of a stockbroking business and wishes to continue to operate that business as a member 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 9.3.

9.5 Notice of proposed stockbroking office: A member firm wishing to open further stockbroking offices in addition to its principal stockbroking office or to join in partnership or become formally associated with another member shall give the Exchange at least 21 days’ written notice of its intention to do so. In the case of a stockbroking office, the notice shall state the full address of the office and the full name of the individual member under whose direct full time control it will be placed. On receipt of any such notice, the Managing Director shall promptly advise all members of its details.

9.6 Application to overseas stockbroking offices: Where a member firm has a stockbroking office situated overseas:

(a) Subject to Rule 9.6(b), the provisions of these Rules which relate to the operation of stockbroking offices shall apply in respect of that overseas stockbroking office except in so far as they conflict with any requirements, whether statutory or otherwise, that apply in the jurisdiction in which that stockbroking office is situated; and

(b) Rule 22 shall apply in respect of that stockbroking office, except that an Inspector appointed under Rule 23 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 stockbroking office.

10. Board of Directors

10.1 Board to manage the Exchange: The business and affairs of the Exchange shall be managed by, and under the control 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.

10.2 Composition of the Board: The Board shall consist of up to 10 persons, of whom at least four shall be individual full members, at least two shall be non-members, and one shall be the Managing Director.

10.3 Manner of appointment: 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. All directors of the Board under the rules of the Exchange in force immediately prior to the coming into force of these Rules shall continue in office as directors, in each case in accordance with the terms of his appointment.

10.4 Nominations for member appointees: Nominations for member appointees to the Board shall be made by two other individual full 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.

10.5 Nominations for non-member appointees: No person who is not a member, other than the Managing Director, shall be eligible for election to the Board unless he has first been nominated by the Board 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 Exchange or any of its member firms;

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

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