Financial Markets Conduct Bill passes third reading

Craig Foss
28 August 2013

Commerce Minister Craig Foss has today welcomed the passage of major law reform aimed at improving financial market conduct and restoring investor confidence in New Zealand’s financial markets.

“The passage of the Financial Markets Conduct Bill today is a significant milestone and the result of a comprehensive review of securities law. It addresses the lessons from the global financial crisis and the failure of finance companies and also picks up many of the recommendations of the Capital Market Development Taskforce,” says Mr Foss.

“The new law will provide better information and protections for investors and clearer rules and options for companies looking to raise capital. It plays an important role in the Government’s Business Growth Agenda to build New Zealand’s capital markets and drive business growth, exports and jobs.

The Bill rewrites many of the rules for how financial products and financial services are offered to the public and how they are governed and operated. It replaces several Acts, including the Securities Act 1978, the Securities Markets Act, the Unit Trusts Act, the Superannuation Schemes Act, and the non-tax parts of the KiwiSaver Act,” says Mr Foss.

Key changes in the Bill include:

• a new requirement for issuers to prepare a single product disclosure statement tailored to retail investors
• two new online public registers that will make offer documents and information much more accessible to investors, their advisers, market analysts, and commentators
• a new system of escalating penalties: from infringement notices for minor breaches through to penalties of up to $1 million for individuals, $5 million for companies and criminal penalties of up to 10 years’ prison for the worst conduct
• new licensing regimes for specific financial services providers including fund managers, independent trustees of workplace superannuation schemes, discretionary investment management services and derivatives issuers
• new forms of capital-raising, such as peer-to-peer lending and crowd-funding
• new duties on fund managers and supervisors and stronger governance requirements
• a new system to regulate securities exchanges such as the stock market, including allowing for new low cost exchanges to make capital-raising easier and cheaper.

An exposure draft of regulations to support the Bill will be released for consultation in October. The implementation dates for the changes will be phased as follows:

• phase 1 on 1 April 2014 comprising general fair dealing obligations, key growth-focussed initiatives including employee share schemes and enabling financial market participants to become licensed, including for crowd-funding; and
• phase 2 on 1 December 2014 comprising the new disclosure requirements, go-live of the online registers, licensing obligations and the remainder of the Bill.

Starting from December 2014, continuous issuers such as managed funds and non-bank deposit takers will have a two-year transition period in which they can continue to comply with the Securities Act 1978. Other issuers will be able to comply with the old law for one year from December 2014.

The Financial Markets Authority (FMA) will be responsible for implementing the changes and the FMA will consult on new licensing frameworks and other key operational changes in October.

“The FMC Bill is the largest Bill in a suite of reforms in this sector, sitting alongside the Financial Advisors Act and The Financial Reporting Bill,” says Mr Foss.

For more information visit www.fma.govt.nz/keep-updated/the-future-of-financial-markets/

Media contact:

Rachael Kerr 021 826189