29 NOVEMBER 2012 NEW ZEALAND GAZETTE, No. 142 4177

(8) The Company’s gross external liabilities include its current, long-term and contingent liabilities, whether or not those contingent liabilities appear on the Company’s statements of financial position.

(9) In calculating the Company’s gross external liabilities that calculation excludes:

(a) any client funds held by the Company; and

(b) the liabilities of any trust of which the Company is a trustee.

6. Reporting requirements—(1) The Company must:

(a) appoint an auditor;

(b) appoint a compliance officer with responsibility for ensuring compliance with this notice; and

(c) make available to the auditor any information the auditor requests to satisfy itself that the Company has complied with the capital adequacy requirements in clause 5.

(2) The Company must enter into agreed-upon procedures with the auditor, a copy of which must be filed with the Financial Markets Authority, which provide for (without limitation):

(a) the auditor to receive the monthly reports referred to in clause 6(3) and semi-annual prospective financial statements referred to in clause 6(8) from the Company;

(b) the auditor to check each month that:

(i) the monthly report contains all of the information that is required to be in the monthly report pursuant to clause 6(3);

(ii) each of the statements required to be referred to in the certificate pursuant to clause 6(4) have been certified as true by the directors; and

(iii) the log prepared under clause 6(5)(c) does not disclose any breach of the capital adequacy requirements in clause 5(2) of this notice;

(c) the auditor to check the semi-annual prospective financial statements to ensure that they do not disclose that the Company is likely to breach the capital adequacy requirements contained in clause 5(2) of this notice and that they disclose positive net cash inflows for each month;

(d) the auditor to check a sample of days on a semi-annual basis to:

(i) confirm that the calculations required under clause 6(5)(a) were performed on that day and signed off as reviewed by the compliance officer or the chief executive officer;

(ii) confirm that the results of the calculations agree to the logs provided to the auditor on a monthly basis;

(iii) confirm that the calculations were performed in compliance with clause 5; and

(iv) perform additional procedures, as set out in the agreed-upon procedures, over the accuracy of the data used in the calculations; and

(e) the auditor to report to the Financial Markets Authority within 20 working days of the end of each month if:

(i) the Company fails to provide the auditor with the monthly report in accordance with clause 6(3) or semi-annual prospective financial statements in accordance with clause 6(8), or to include in any monthly report such information as it is required to;

(ii) the directors, or any of them, do not certify the truth of any of the statements required to be contained in the certificate under clause 6(4) without qualification;

(iii) the monthly report discloses a breach of the conditions in clause 5 by the Company;

(iv) the monthly report discloses a breach of the conditions contained in clauses 3(2)(i) and (j); and

(v) testing required under clause 6(2)(d) indicates any breach has occurred which was not reported at the time of the breach.

(3) Within 10 working days of the end of each month, the Company must provide a monthly report to its auditor that contains the following:

(a) certification from the Company’s directors in terms of clause 6(4) of this notice;

(b) any memorandum, and any other documents or information, required by clause 6(6) of this notice; and

(c) the calculations required under clause 6(5).

(4) The certificate required by clause 6(3)(a) must be signed by all directors of the Company, and should state that, after due enquiry, and to the extent that the following statements are true, the directors of the Company are satisfied that:

(a) the Company currently has, and has maintained at all times during the previous month, the amount of surplus liquid funds required by clause 5(2);

(b) the calculations required under clause 6(5) are true and correct;

(c) the Company can reasonably be expected to maintain the required level of surplus liquid funds for at least the next quarter;

(d) the Company has made all payments it was obliged to make as they fell due;

(e) the Company can reasonably be expected to continue to pay its debts as they fall due for at least the quarter;

(f) there are no material matters which have, or are likely to, adversely affect the Company’s:

(i) financial position;

(ii) financial performance; or

(iii) cash flows; and

(g) the Company has complied with the conditions 3(2)(i) and (j) of this notice regarding handling client money (including any client money which is applied as margin in respect of a client’s contract) and property, and recording client money and property and client dealing.