Upcoming Rules & Guidance Changes

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.

Business Continuity Plans and Disaster Recovery Arrangements

NZX and NZX Clearing made amendments to regulatory settings in relation to requirements placed on participants when developing business continuity plans (BCPs) and disaster recovery arrangements. The amendments align the obligations across NZX and NZX Clearing's rule sets, and reflect IOSCO recommendations where appropriate.

NZX and NZX Clearing have also developed a Guidance Note intended to assist participants in interpreting and meeting their obligations.

A mark-up of the relevant rules, as well as the new Guidance Note, are available below. We note that consequential amendments have been made to the Derivatives Market Procedures and Clearing & Settlement Procedures, removing the existing BCP requirements. These deletions are reflected in the mark-ups provided below:

The amendments will become effective on Monday 17 November 2025.

Director Independence Review

NZX made amendments to the NZX Listing Rules (Rules), Corporate Governance Code (Code) and Governance Guidance Note as a result of the two-stage review into its director independence settings and made minor conformance changes to Appendix 4 of the Rules relating to Mining Issuer Disclosure. These changes became effective on Friday 31 January 2025.

Further Code amendment effective 31 March 2026

An amendment arising from the director independence review included the insertion of a new Rule 3.8.1(f).

Rule 3.8.1(f) requires that where one of the factors in table 2.4 of the Code applied to a Director determined to be an Independent Director during a financial year with a balance date on or after 31 March 2026, that an Issuer of Quoted Equity Securities must include in its annual report a description of:

the basis upon which the relevant factor was triggered, and
why the Board determined that the application of the factor did not cause the Director to have a Disqualifying Relationship.

This new annual report disclosure requirement is currently framed as a recommendation in the January 2025 version of the Code under recommendation 2.4(c), which issuers are required to report against on a comply or explain basis. This rule amendment will require issuers to provide the disclosure in annual reports relating to a financial year with a balance date on or after 31 March 2026.

On 31 March 2026, NZX will remove the part of the existing recommendation 2.4(c) that replicates the requirements of Rule 3.8.1(f), to ensure that there is clarity that for balance dates on or after 31 March 2026, the disclosure requirement is mandatory and no longer operates on a comply or explain basis.

A mark-up of the Code which will become effective on 31 March 2026 is available below:

NZX Corporate Governance Code (31 March 2026)

A timeline for this change is set out below: