This notice comes into force on 29 July 2024 and is revoked on 3 November 2026.

This notice concerns overseas registered banks and overseas licensed insurers that are climate reporting entities under Part 7A of the Financial Markets Conduct Act 2013 (the Act). Those entities are exempted from the requirement to have their climate statements, or group climate statements, dated and signed by their directors.

The conditions of the exemption provide for—

• the climate statements or group climate statements to be dated and signed by the exempt entity’s New Zealand chief executive officer (the NZ CEO); and

• certain information to be given to the Registrar.

The Financial Markets Authority (the FMA), after satisfying itself as to the matters set out in section 557 of the Act, considers it appropriate to grant the exemption because—

• some large overseas banks and insurers face particular difficulties in arranging for 2 directors to sign climate statements where the board supervises multiple countries’ branches and would ordinarily for good governance devolve responsibility for the execution of similar documents to local senior management. It can be logistically challenging to get overseas directors of these entities to sign climate statements specifically for New Zealand purposes, particularly within the Act’s time frames. It would take a significant amount of time to provide sufficiently detailed explanations to overseas directors to the degree required to sign the climate statements, plus additional advice and education to brief the overseas directors on all of the detail of Part 7A of the Act and local compliance requirements; and

• there is no additional benefit in requiring directors to sign climate statements, as not having 2 directors sign and date the climate statements should not affect the potential liability or accountability of directors under the Act; and

• existing governance structures are considered sufficient for the signing of the climate statements if the exempt entity can show that the statements have been properly authorised for lodgement by way of the NZ CEO signing the statements and confirming that the climate statements have been approved for lodgement in accordance with the corporate governance policies of the exempt entity; and

• in light of these points, the FMA is satisfied that the exemption is desirable in order to promote the purposes of the Act. Specifically, the exemption should avoid unnecessary compliance costs and promote flexibility in the financial markets; and

• the exemption addresses the particular difficulties experienced only by entities that are large overseas banks and insurers. Given the limited application of the exemption, and the fact that investors and other interested persons will still have access to climate statements and group climate statements that are signed in accordance with the entity’s corporate governance processes, that are lodged in New Zealand, and that meet all other applicable climate reporting requirements of the Act, the exemption is not broader than is reasonably necessary to address the matters to which it relates.