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Securities Commission Code of Ethics
1. Foreword
1.1. The Commission is the principal regulator of New Zealand's securities markets. As such the Commission has responsibilities to investors, issuers and market participants, Parliament and the government, and the general public, for carrying out its statutory functions and thus achieving its purpose.
1.2. The Securities Commission's purpose is to strengthen confidence in New Zealand's capital markets, both in New Zealand and overseas, by promoting:
- the efficiency of these markets
- the integrity of these markets
- the cost-effective regulation of these markets
1.3. The Commission promotes high ethical standards in New Zealand's securities markets. If the Commission is to succeed in this, and thereby strengthen confidence in the integrity of the New Zealand capital markets, it is essential that people have confidence in the integrity of the Commission itself.
1.4. The Commission has adopted this code of ethical standards and behaviour that it expects of its members and staff.
2. Values
2.1. The Commission and its staff adopted a statement of values as part of its strategic planning in 2002. These are the values the Commission members and staff share in pursuing the Commission's purpose. The values are:
- Integrity - we set ourselves the highest professional and ethical standards.
- Excellence - we are committed to achieving the highest standards in our work.
- Collegiality - we work as a team. We are considerate, supportive, reliable, and friendly.
- Dynamism - we set goals and work to achieve them. We are proactive and open to ideas.
- Responsiveness - we observe and listen. We act fairly and firmly. We communicate clearly.
2.2. It is expected that Commission Members and staff have regard to these values as they carry out the work of the Commission.
3. Conflicts of interest
3.1. Commission Members and staff must carry out their duties to further the purpose of the Commission, and to assist it to fulfill its statutory functions. They should not seek to further any external professional or personal interests through their position with the Commission.
3.2. Commission staff should not engage in any employment or business activity that would conflict with their ability to perform their duties for the Commission.
3.3. Members and staff of the Commission are expected to act in an ethical way at all times in identifying situations of conflict of interest. Registers of Members' and employees' interests are maintained.
3.4. Members of the Commission are expected to adhere to the Commission's approved policy on conflicts of interest. A copy of this policy is in the Members' Handbook given to each Commission Member on their appointment. The policy includes processes to be followed when conflicts of interests are identified so that any conflicted Member does not work on the matter relating to the conflict.
3.5. Any staff member who believes he or she may have a conflict of interest in respect of any work assigned should discuss this with their team leader. If a conflict is identified the staff member must withdraw from work on that matter. Staff must disclose any trading in securities in accordance with the staff policy set out in each employee's employment agreement.
3.6. No Member or employee of the Commission may accept any inducement, gift, gratuity, or benefit from any person where it is offered in order to gain an advantage in respect of any matter before the Commission, or where acceptance might reasonably be perceived to secure such an advantage for any person.
3.7. Any gift to the value of $50 or more that is received by a Member or employee of the Commission in the course of their work must be declared to the Commission by entry in the register kept for this purpose. If there is any doubt about the value of a gift, it should be declared.
4. Confidential information
4.1. The Commission, its Members, and its staff are routinely in possession of confidential information arising from doing the Commission's work.
4.2. All information coming into the possession of Commission Members or staff through their work must be kept strictly confidential except as required by law or authorized by the Commission for a proper purpose.
4.3. Every Commission Member and employee, and any expert appointed by the Commission is deemed to be an official for the purposes of sections 105 and 105A of the Crimes Act 1961. This makes it an offence for these people to use any information held by the Commission for personal gain.
4.4. Every Commission employee is required as a term of their employment to maintain the strictest confidentiality in respect of matters coming to their attention at the Commission.
5. Commission property
5.1. The Commission is a Crown Entity, and is publicly funded. Commission Members and staff should make prudent use of Commission property and resources.
5.2. Members and employees of the Commission must use Commission property or funds only for lawful business purposes of the Commission.
5.3. Commission funds may be spent only in accordance with financial delegations approved by the Commission.
6. Compliance with other ethical codes
6.1. Commission Members and staff may be subject to professional codes of ethics. Commission Members and staff who hold practicing certificates as solicitors or who are chartered accountants are bound to observe their applicable professional ethics at all times.
6.2. For the purposes of observing professional codes of ethics Commission solicitors and accountants should keep in mind that their client is the Commission, and they are expected, subject to those codes of ethics, to act at all times in the interests of the Commission.
6.3. Without limitation:
- Commission solicitors are bound by the New Zealand Law Society's Rules of Professional Conduct for Barristers & Solicitors, and should observe the Ethics for In-house Counsel produced by the Corporate Lawyers Association of New Zealand and the Australian Corporate Lawyers Association.
- Commission accountants who are members of the Institute of Chartered Accountants of New Zealand are bound by the Code of Ethics of the Institute of Chartered Accountants of New Zealand.
6.4. Other staff who hold professional memberships should observe any relevant professional codes of ethics to the extent that these do not conflict with employment obligations and the statutory functions of the Commission.
7. Compliance with the law
7.1. Commission Members and staff are expected to carry out their duties at all times in good faith and in compliance with the law.
7.2. Members and staff should have regard both to any legal obligations applying to them as individuals and to the legal responsibilities and obligations of the Commission under the Securities Act 1978, the Public Finance Act 1989, and any other applicable laws.
7.3. Commission staff must have regard to the legal constraints applying to the Commission as a statutory body including (without limitation) the Commission's obligations under the Securities Act 1978, the Securities Markets Act 1989, and the New Zealand Bill of Rights Act 1990, and must advise the Commission in a manner consistent with those legal constraints.
8. Conduct
8.1. The Commission, its Members, and its staff should conduct themselves according to the Commission's legal obligations, values, and this code of ethics.
8.2. The Commission must act, and must be seen to act, effectively, fairly and in the public interest.
8.3. The Commission must act, and must be seen to act, independently of, and without favour for, any industry, governmental, or personal interest.
9. Staff seconded to the Takeovers Panel
9.1. The Commission has a statutory function to provide administrative and support services to the Takeovers Panel. Some Commission staff are seconded to the Takeovers Panel for this purpose. Staff seconded to the Takeovers Panel should perform their duties to further the purpose and statutory functions of the Takeovers Panel, and should apply this code of ethics accordingly.
9.2. Although staff seconded to the Takeovers Panel remain employees of the Commission, the Commission has agreed that it will not act on or use information held by its staff that is specific information about matters before the Panel without first requesting that information from the Panel under arrangements agreed between the Panel and the Commission, as permitted by the Securities Act 1978 and the Takeovers Act 1993.
10. Compliance with this code of ethics
10.1. Commission Members and staff are expected to comply with this code of ethics. The General Manager will report to the Commission's Audit Committee quarterly on compliance with the code of ethics. The code of ethics will be reviewed annually by the Commission.
10.2. Suspected instances of unethical behaviour will be dealt with by the Commission, in the case of any Commission Member, and by the Executive Chairman in the case of any employee.
10.3. Failure to comply with this code of ethics may constitute "serious misconduct" in terms of Commission employees' employment contracts, and may constitute "misconduct", in terms of section 13 of the Securities Act 1978, in the case of any Commission Member.
11. Reporting breaches of the code of ethics
11.1. The Commission has a policy for reporting suspected instances of serious misconduct in terms of the Protected Disclosures Act 2000. A copy of this policy is in the Staff Handbook. Commission Members and staff are encouraged to report any suspected non-compliance with this code of ethics to the general counsel or the Chairman using the same procedure as is set out for making a protected disclosure under the Commission's policy. Alternatively Commission Members or staff may report any suspected breach of this code of ethics to the Chairman of the Commission's audit committee.
11.2. Regardless of whether or not any breach of the code of ethics amounts to "serious misconduct" for the purposes of the Protected Disclosures Act, no action will be taken against any individual who uses the procedure in the Protected Disclosures policy in good faith to report a suspected breach of this code. To the extent consistent with the Commission's obligations as an employer and its obligations to observe natural justice, any information regarding the identity of any person who in good faith reports a suspected breach of the code will be kept strictly confidential.