28 AUGUST NEW ZEALAND GAZETTE 3103

Overseas Bank, as well as to the guarantees the Overseas Bank has given in respect of the first mentioned person’s or persons’ obligations;

(c) if there is a single contract which sets out the rights and obligations of all the cross guarantors; or if there is a standard contract which is representative of the rights and obligations of each of the cross guarantors, a statement:

(i) That a copy of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the full guarantee contract, will be provided immediately at no charge to any person requesting a copy where the request is made at the Registered Bank’s head office;

(ii) specifying the categories of places where a copy 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 to any person within 5 Working Days of a request for a copy having been made;

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 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 immediately at no charge to any person requesting a copy where the request is made at the Registered Bank’s head office; and

(b) specify the categories of places where a copy 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 to any person within 5 Working Days of a request for a copy having been made; or

(c) 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) For the Accounting Period, the General Disclosure Statement shall contain or be accompanied by financial statements of the Registered Bank and the Banking Group, 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:

(a) the references in the Financial Reporting Act 1993 to a ‘group’ were to the Banking Group;

(b) the Registered Bank and the Banking Group do not qualify for any exemptions pursuant to the Framework for Differential Reporting issued by the Institute of Chartered Accountants of New Zealand; and

(c) the Registered Bank and the Banking Group do not qualify for the reporting exemption provided in paragraph 4.16(a) of FRS-33.

(2) (a) Subject to paragraph (b) of this subclause, for the Interim Accounting Period the General Disclosure Statement shall contain or be accompanied by financial statements of the Registered Bank and the Banking Group prepared in accordance with the requirements of the Financial Reporting Act 1993, including, without limitation, section 13 of the Financial Reporting Act 1993, as if the Interim Accounting Period were an Accounting Period, and as though:

(i) the references in the Financial Reporting Act 1993 to a ‘group’ were to the Banking Group;

(ii) the Registered Bank and the Banking Group do not qualify for any exemptions pursuant to the Framework for Differential Reporting issued by the Institute of Chartered Accountants of New Zealand; and

(iii) the Registered Bank and the Banking Group do not qualify for the reporting exemption provided in paragraph 4.16(a) of FRS-33.

(b) Nothing in paragraph (a) of this subclause requires an auditor to state whether, in the auditor’s opinion, the financial statements referred to in that paragraph give a true and fair view of the matters to which they relate, provided that the General Disclosure Statement complies with clause 15 (2) of this Order.