NEW ZEALAND Law and Practice Contributed by: Graeme Quigley, Ashton Goatley and Erin Hickey, Webb Henderson
4.5 Shareholders in Publicly Traded Companies
The default voting method is by show of hands or, for electronic meetings, as determined by the chair. In each case, the number of shareholders who have voted for or against each resolution by postal vote is also counted. Any five shareholders, the chair, or shareholders who together hold 10% of the votes, may require a poll to be conducted – in which case votes must be counted according to the number of votes attached to the shares held by the relevant shareholders. Postal votes must be received by the person author - ised to receive and count them (or, if there is no such person, any director) at least 48 hours prior to the meeting. The board must ensure that minutes are kept of all proceedings at shareholders’ meetings. Minutes that are signed as correct by the chair are prima facie evi - dence of the proceedings. Shareholders may raise matters for discussion or resolution at the next meeting of shareholders. The Companies Act specifies the timeframes that must be met by a shareholder who proposes to do so and how the cost of giving notice of those matters to all shareholders will be met (ie, whether by the proposing Dissenting shareholders have a “minority buy-out right” if they vote against certain proposals that are nonetheless approved by shareholders as a whole, including: • altering rights attached to shares; • adopting, revoking or amending the constitution in a way that imposes or remove a restriction on the company’s activities; • amalgamating with another company; or • entering into a major transaction. In these cases, the shareholder may require the com - pany to buy their shares at fair value, as determined by binding arbitration (if needed). shareholder or the company). 4.4 Shareholder Claims See 3.8 Breach of Directors’ Duties .
Under the FMCA, a person is a “substantial product holder” of a listed issuer if the person has a “relevant interest” in 5% or more of the quoted voting prod - ucts (eg, ordinary shares in a listed company) of the listed issuer. A “relevant interest” broadly covers legal or beneficial ownership or the power to control the acquisition, disposal or voting of the voting products. Persons are required to notify the listed issuer and the stock exchange (for public release) when they become a substantial product holder, when the extent of their relevant interest changes by 1% or more of the total, or when they cease to be a substantial product holder. Directors and senior managers of a listed issuer must similarly disclose any relevant interests they hold in quoted financial products of that listed issuer. Companies (whether listed or unlisted) with at least 50 shareholders, 50 share parcels, and consolidated assets of NZD30 million or consolidated revenue of NZD15 million are also subject to the Takeovers Code (and, as such, are known as “Code companies”). The Code generally prohibits a person from holding or increasing control above 20% of the voting rights of a Code company except in specified circumstances, such as a formal takeover offer or with shareholder approval. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Companies that carry out business in New Zealand are subject to financial reporting requirements that vary depending on their place of incorporation, own - ership, size and listing status, as follows. • The following categories of company must file signed audited financial statements with the Com - panies Office within five months of each balance date: (a) New Zealand-incorporated companies that are not subsidiaries of overseas companies and that have more than NZD66 million of assets or
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