UPDATED April 2024
An exemption has now been granted to provide relief for certain overseas entities with a secondary listing on a financial product market operated by NZX Limited from climate reporting, assurance, and record-keeping duties under Part 7A of the Financial Markets Conduct Act 2013 (the Act).
The notice provides a complete exemption from the requirements if the entity does not have a large presence in New Zealand. The notice also provides an exemption from the requirements to the extent that a subsidiary or related body corporate of the entity is required by the Act to comply with climate reporting, assurance, and record-keeping requirements for the entity’s New Zealand business.
Finally, the notice provides a partial exemption for an entity that has a large presence in New Zealand. The exemption ensures that the entity is only required to comply with the climate reporting, assurance, and record-keeping requirements under the Act for its New Zealand business or New Zealand-based investment assets.
The notice includes conditions requiring alternative disclosure and reporting.
The notice comes into force on 5 April 2024.
We have also published a relief and summarises the problem we are seeking to address, our objectives, the options and their associated impacts, and the consultation process we undertook before deciding to grant the exemption.
Download the Regulatory impact statement - CRD exemptions for foreign listed issuers, PDF
Background
In October 2021 the Financial Sector (Climate-related Disclosures and Other Matters) Amendment Act (CRD Act) was enacted. The CRD Act amended the Financial Markets Conduct Act 2013 (FMC Act) by including a new Part 7A entitled “Climate-related disclosures for certain FMC reporting entities with higher level of public accountability”.
Read more about the new climate-related disclosures regime
We are considering exemptions to provide relief from the climate reporting duties under Part 7A of the FMC Act for foreign exempt issuers without significant business operations or investments in New Zealand.
We are also considering a class exemption for all other foreign exempt issuers from climate reporting duties for their overseas businesses providing they report on their New Zealand business or, if that business is operated via a locally incorporated company which is a Climate Reporting Entity (CRE), that company reports on the New Zealand business.
UPDATE June 2023
After carefully considering submissions, the FMA has agreed in principle to grant a class exemption for five years for each Climate Reporting Entity (CRE) which:
1. has a primary listing on a recognised foreign exchange[1], is a large listed issuer[2] and is an NZX FEI[3] (except any entity which is incorporated in New Zealand) from all of the climate reporting, assurance and record keeping duties in Subparts 2-5 of Part 7A of the FMC Act:
- in respect of an accounting period where the NZX FEI and its subsidiaries do not have significant business operations or investments in New Zealand during that accounting period[4]; and
- in respect of an accounting period where the NZX FEI and its subsidiaries do have significant business operations or investments in New Zealand during that accounting period, if there is already a Climate Reporting Entity in the NZX FEI’s group undertaking climate reporting for the NZX FEI’s New Zealand business or New Zealand-based investment assets (full relief).
2. has a primary listing on a recognised foreign exchange, is a large listed issuer, is an NZX FEI (except any entity which is incorporated in New Zealand) and meets the significance test in footnote 4, from the climate reporting, assurance and record keeping duties in Subparts 2-5 of Part 7A of the FMC Act which would otherwise apply to the NZX FEI’s overseas businesses and investment assets provided the NZX FEI complies with those duties in respect of the NZX FEI’s New Zealand business or New Zealand-based investment assets (partial relief).
The effect of full relief will be that those NZX FEIs which are CREs who meet the criteria set out above are not required to comply with the climate reporting, assurance and record keeping duties in the FMC Act, subject to a number of conditions – including complying with any mandatory home jurisdiction laws or home stock exchange requirements regarding climate-related disclosures.
For those CREs which are NZX FEIs and have significant business operations or investments in New Zealand, there will be partial relief. This means that the CRE only needs to report on its New Zealand business operations or investments, and not its global businesses or investments.
A CRE which will not be covered by the proposed class exemption may apply to the FMA for individual exemption relief.
We may consult with interested stakeholders on the drafting of the exemption notice that will give effect to our decision. If you would like to be added to the list of stakeholders please email your request to us.
We aim to have a notice in place to give effect to this decision before the end of 2023.
[1] Australia; Toronto; Hong Kong; Singapore; London; and the NASDAQ.
[2] Market cap over NZ$60 million
[3] A full definition of NZX FEI is at page 18 of NZX Listing Rules
[4] A NZX FEI and its subsidiaries (if any) would be considered to have “significant business operations or investments in New Zealand in respect of an accounting period” if at least 1 of the following paragraphs applies (calculated as if the New Zealand business or investments in New Zealand were an entity):
- as at the balance date of each of the 2 preceding accounting periods, the total assets of the New Zealand business or New Zealand-based investment assets exceed $1 billion;
- in each of the 2 preceding accounting periods, the annual gross revenue of either the New Zealand business or New Zealand-based investment assets exceeds $250 million.
