Rules and Guidance Consultations

This page includes details of market developments and consultations undertaken by NZX on the NZX rule sets.

Should you wish to receive updates on policy related matters, please email us at policy@nzx.com with your request to be added to our mailing list.

This page was last updated on 9 July 2026.

Tiered compliance

NZX is consulting on amendments to the NZX Listing Rules and NZX Corporate Governance Code, and the introduction of a new Guidance Note, to introduce differential settings for SME issuers within the NZX Listing Rules.

Under the proposals, issuers that qualify for SME Issuer status would be able to elect to be subject to a modified set of obligations under the NZX Listing Rules, including reduced requirements relating to governance, related party transactions and capital raisings.

Additional proposals

We are also consulting on additional proposals that are relevant to all issuers, including:

increasing the de-minimis threshold below which shareholder approval is not required for related party transactions from $250,000 to $500,000 (Rule 5.2.2(i)), and
requiring issuers to look through all custodial holdings (rather than only those of the NZ CSD) for annual reporting disclosures relating to the 20 largest holders (Rule 3.7.1(c)).

Consultation materials

The consultation paper, along with exposure drafts of the proposed amendments, are available below:

We invite interested parties to provide their viers on the matters raised in the consultation paper, by emailing a written submission to policy@nzx.com. Alternatively, please get in contact with us to provide a verbal submission. Please note that the final date for submissions is Friday, 28 August 2026.

Dual Class Share structures

NZX is consulting on amendments to the NZX Listing Rules and NZX Corporate Governance Code, and the introduction of a new Guidance Note to enable dual class share structures. These structures arise where an issuer has two classes of shares, superior shares with multiple voting rights, and ordinary shares which carry 1:1 voting rights.

We are also consulting on a minor change to remove the reference to prospective financial information (PFI) from the NZX Listing Rules.

The consultation paper, along with exposure drafts of the proposed amendments, are available below:

Appraisal Reports

NZX is consulting on proposed amendments to the NZX Listing Rules (Rules) in relation to the approval of appraisers, and associated changes to the Approval of Appraisers Guidance Note (Guidance Note).

The changes propose removing the requirement for NZX to approve an appraiser under the Rules, instead requiring issuers to ensure an appraiser is independent, is appropriately qualified, and has sufficient expertise and resources. This is supported by proposed changes to the Guidance Note providing additional guidance for issuers undertaking this assessment.

The proposals involve significant changes to the scope of the Guidance Note, and as such we have proposed renaming the Guidance Note to “Appraisal Report Guidance Note” and have provided the document in both mark-up and clean for ease of review.

The consultation paper, along with the exposure drafts of the Rules and Guidance Note, are available below:

We invite interested parties to provide their views on the matters raised in the consultation paper by emailing a written submission to policy@nzx.com. Alternatively, please get in contact with us if you would like to provide a verbal submission.

Please note the final date for submissions is Thursday 23 July 2026.