Ref: 790-000 / #122359 SCHEDULE 1

TAKEOVERS PANEL

Job Description – General Counsel

Position: General Counsel

Location: Level 3, Solnet House, 70 The Terrace, Wellington

Key Relationships: Chief Executive; Chairman and Members of the Panel; All staff.

Objective: To advise and support the Panel:

(a) to fulfil its objective of being an effective and efficient regulator of takeovers, enforcing a Code that provides for fair treatment of shareholders and a transparent takeover process; and

(b) to be respected by domestic and international market participants and to foster confidence in the integrity of New Zealand’s capital markets.

Qualifications: The General Counsel will have:

 an excellent law degree;  8 or more years post admission experience, preferably with experience in commercial legal work and public law. Person specification: The General Counsel will exercise the following qualities in his or her work and will model them to the Panel’s employees:

 outstanding leadership and supervisory skills;  a demonstrable commitment to collegiality and team spirit;  demonstrable competence in the law applying to all areas of the Panel’s operations;  excellent analytical and problem solving skills;  excellent document management skills;  excellent oral and written communication skills;  diligent time management skills and dedication to meeting deadlines;  competent computer skills;  enthusiasm to work as a contributing team member; and  initiative, respect, integrity. Job specification: Primary role

The General Counsel’s primary role is:

(a) to lead the supervision and mentoring of the Panel’s legal staff in their respective roles as responsible officers (see Schedule) for matters before the Panel;

(b) to support the Chief Executive in the effective and efficient management of the Panel’s operational activities and in the administration of the Panel as a Crown Entity and an employer; and

(c) to provide advice to the Chief Executive and the Panel in all areas of the Panel’s statutory functions, including:

o review and reform of the law and practice of takeovers; o enforcement of takeovers law; o independent adviser approvals; o exemptions from the Takeovers Code; o international liaison; o public understanding of the law and practice of takeovers.

Further Key roles

The General Counsel’s role also includes:

 leading, or assisting the Chief Executive to lead, enforcement actions by the Panel, including in relation to the legal and administrative duties associated with the exercise by the Panel of its powers under Part 3 of the Takeovers Act;  exercising any power or function delegated by the Panel to the General Counsel, whether as a primary delegee or as a delegee where the Chief Executive is unavailable or conflicted in the matter;  as necessary, carrying out the duties of a Responsible Officer as listed in the Schedule;  participating in stakeholder relationship-building activities;  participating in Senior Management Team discussions and decisions;  assisting the Chief Executive, as required, with the management of legal staff, including as to discipline and performance coaching;  attending Panel board meetings to give advice and to participate, as required, in representing the Panel executive at those meetings;  providing legal advice to the Chief Executive and the Panel in relation to the Panel’s legal compliance obligations under the Crown Entities Act 2004 and other relevant legislation;  liaising with the Chairman and other Panel members, as necessary, to provide advice on any matter before the Panel and the Panel executive;  collaborating with the Chief Executive to further the collegial team spirit of the Panel executive;  providing a role-model to Panel staff on professional conduct and collegiality.

The General Counsel is also required to attend diligently to administrative duties such as time recording, filing and attending staff meetings etc, and to proactively manage his or her files to ensure effective and efficient outcomes. SCHEDULE

Responsible Officer

A responsible officer undertakes the following for each matter before the Panel assigned to that person, including:

 Enforcement of the Code: o reviewing takeover documents for compliance with the Code and liaising with practitioners to assist compliance; o receiving and responding to complaints; o preparing advice for the Panel to aid its decision-making; o liaising with external counsel as necessary; o preparing enforcement documents (such as summonses, notices of meeting, etc); o attending to administrative matters to support Panel hearings or for Court proceedings under the Takeovers Act; o minuting Panel meetings.

 Processing applications for exemptions and for independent adviser approvals: o analysing the application, liaising with applicant; o preparing advice for the Panel to aid its decision-making; o minuting Panel meetings; o drafting exemption notices or instructing PCO for drafting; o liaising with external peer reviewer on draft exemption notices; o liaising with applicant on drafting of exemption notice.

 Policy development for law reform projects: o preparing research papers and advice for the Panel; o drafting consultation papers on law reform; o advising the Panel on recommendations for law reform; o working with Ministry officials and PCO on recommended law reform.

 Contributing to public understanding of takeovers law: o responding to public enquiries; o preparing guidance for the market.