25 OCTOBER NEW ZEALAND GAZETTE 4135

shall have a second or casting vote. In all cases of dispute, doubt or difficulty respecting or arising out of matters of procedure and voting, the decision of the chairman shall be final and binding.

11.12 Proxies: No person shall hold a proxy to attend and vote on behalf of a member unless he is an individual full member or the chairman of the meeting or a Board member. A proxy must be appointed by notice in writing signed by the member and the notice must state whether the appointment is for a particular meeting or for a specified term not exceeding 12 months.

11.13 Notice of appointment of proxy: A notice of appointment of a proxy may be communicated to the Managing Director by facsimile transmission, provided it is received by the Managing Director within the time set out in the notice of the meeting. The latest time for receipt by the Managing Director of proxies shall be determined from time to time by the Board, provided that such time shall be no earlier than 1 week before, and no later than 24 hours before, the time of the meeting.

11.14 Those not eligible to vote: No individual associate member, or member who is in default or suspended shall be eligible to vote at a general meeting of members. Where there is any dispute about a member’s eligibility to vote, a ruling shall be given by the chairman, whose decision shall be final.

12. Listing

12.1 Where a prospectus states that an application has been made under the Listing Rules to list an issuer, or to quote securities, on the Exchange, no member shall deal in the securities concerned until the issuer has been listed by, or the securities quoted on, the Exchange or such listing or quotation has been refused.

13. Authority to Act

13.1 Deemed authority to act on offer to public: Subject to Rule 13.2, all members shall be deemed to have authority to act as brokers to, or to be associated with, any flotation where a prospectus or other document soliciting applications for shares or other securities or capable of promoting inquiries for shares or other securities is issued to members of the public as contemplated in the definition of “offer of securities to the public” in the Securities Act 1978.

13.2 Assurance of authority to act required on listing: In the case of any flotation or further issue of shares or other securities for which listing is being or will be sought, no member shall have authority to act unless the issuer or its organising broker has sought and received assurance from the Exchange that authority to act has not been withdrawn. In considering an application for assurance of authority to act, the Exchange shall have regard to whether the requirements of the general law and the Rules and the Listing Rules have been or are likely to be complied with, the standing and repute of the issuer and such other matters as the Exchange may consider to be relevant in the interests of the investing public and the standing of members.

13.3 Application for assurance of authority to act: Application for assurance of authority to act shall be made by the member acting as organising broker to the Board or to any delegate of the Board, and shall be accompanied by such fee as may from time to time be prescribed by the Board.

13.4 Meaning of “flotation”: The term “flotation” where it is used in Rule 13 shall not include the issue of debentures or stock by the New Zealand Government or by any local authority within New Zealand.

13.5 Effect of assurance of authority to act: Assurance of authority to act given to any one member shall be deemed to be authority for all other members to be associated with the particular flotation, but shall not confer upon such other members any right to demand to be allowed to place a portion of the issue.

14. Underwriting

14.1 Upon receipt of an application for assurance pursuant to Rule 13.3 that a member has authority to act in a flotation which it is underwriting, whether wholly or in part or in conjunction with any other person, the Board may request the Inspector to verify, by examination of the records of the applicant, the details contained in the application in so far as they relate to the underwriting of the flotation, and to report to the Board on the accuracy of such application with any comments which he considers may affect the Board’s consideration of the application. In considering the application, the Board shall satisfy itself that the obligations likely to devolve upon the member are within its financial capacity.

15. Contracts

15.1 Dealing as principal: In contracts between member firms for the sale and purchase of securities, they shall be held to be principals to each other, unless a written arrangement to the contrary is made between buying and selling brokers at the time the contract is made.

15.2 Evidence of transaction: The inclusion of a transaction in a member firm’s matched trade report shall be prima facie evidence that the transaction has taken place and of the terms of the trade.

15.3 Transaction not invalidated by refusal of registration of transfer: Refusal by the board of directors of any company to register a transfer shall not invalidate a contract between member firms.

15.4 Transactions with clients: All transactions with clients shall be evidenced by the issue of a written contract note no later than the day following the execution of a client instruction by the member firm. The Exchange may from time to time prescribe the form of contract note to be used by member firms.

16. Delivery and settlement

16.1 Member firms’ delivery and settlement obligations: In order to ensure that member firms at all times meet their obligations regarding delivery of documents relating to securities transactions and their settlement all member firms shall deliver and settle according to the procedures and within the time limits recognised as good stockbroking practice.

16.2 Effect of client failure to deliver: Each member firm shall specify in its terms of business or other equivalent agreement with clients that where any client of a member firm has failed to meet a delivery obligation, the member firm concerned shall have the right to pass on, and the client shall have the obligation to meet, any charge or levy incurred by the member firm because of the client’s failure to make delivery within the time needed to enable the member firm to meet the time limits recognised as good stockbroking practice.

16.3 Good stockbroking practice to apply: Each member firm shall specify in its terms of business or other equivalent agreement with clients that where a client has failed to settle with a member firm, both parties shall have the rights and obligations recognised as good stockbroking practice regarding cancellation of the contract and the mitigation of any loss relating thereto.

17. Trading activities and transaction reporting

17.1 Conduct and reporting of trading: Members shall conduct and report trading of securities on the Exchange in accordance with good stockbroking practice.

18. Discipline

18.1 Disciplinary Committee: