A (minor) victory over NZX

Last updated 13:25 28/07/2009

One of the enduring issues of conflict that I had kept in reserve for later was NZX's 20 minute delay rule on the publishing on its website of listed company announcements.

NZX has historically delayed the publication of announcements from companies for 20 minutes while allowing those who pay access to this information in real time. This therefore allows those who pay a 20 minute advantage. As NZX has joint (with the Securities Commission) responsibility for policing insider trading, the anomaly of actually making profit from facilitating some to trade (for 20 minutes) with inside information is simply unacceptable.

The Shareholders Association has written to NZX on this issue a number of times, but perhaps the reply from Simon McArley on the 20th October 2008 is the most enlightening response to the issue. The letter purports to justify the delay, read it for yourself and judge the self serving nature of the response. (http://www.nzshareholders.co.nz)   Search correspondence use key word NZX, you will be surprised at our activity in this area.

Anyway the letter that I drafted to NZX chairman Andrew Harmos on the inappropriate role of NZX in regulation which I did not send to NZX but did send to John Key and Bill English in draft and in confidence, may well have hit its Mark (pun intended). Because NZX has now announced that as a result of discussion with Market Participants it is now going to make company announcements available to everyone in real time.

A section from my letter is set out below.

"Firstly we have the issue of the 20 minute lag. We have written to you about this before, and have received nothing but self serving platitudes in reply. Do you not see the irony, of an organisation charged with policing insider trading (along with the Securities Commission) actually enabling such trading by selling information to people to enable that trade? It is a bit like a crooked policeman sly groging in his patch and turning a blind eye to the drunks who he should arrest. Now sure the information is yours, or at least you might argue that, so why should you not have the opportunity to sell it? We could live with this if you did not also have the role of regulator.

The alternative argument is that the information is not yours but [belongs to] the listed companies that gave it to you and that it is immoral of you to profit from such information. Regardless you own the NZX website and the communication platform, you have paid for it and it is proper for you to turn a profit from it. But how do you reconcile this to then having the role of policing those who use this information for profit from insider trading? Perhaps this is why you have not to my knowledge ever taken an insider trading case, nor have you to my knowledge announced any serious investigations. Your inaction in this area reinforces the perception.

Then we have the issue of the nature of the disclosures themselves, you post what is given to you and don't look at the content. You consider that to be the company's job, fair enough. But when the annual and half year results only include earnings data and nothing on the balance sheet except book equity, don't you find that your prescribed disclosure is somewhat inadequate?  Either you don't know the importance of a balance sheet, which would be alarming, or you do and prefer that that information is preserved in a different data base for separate sale."

I guess you can see why the Shareholders Association was resistant to sending such a letter, and it underlines the divergence in approach to matters that is now emerging between my and the Shareholders Association's style.

Now ask yourself why the NZX would voluntary give up something that helps drive nearly half of its revenue voluntarily and why it would do so at this time. Coincidence, or a response to my and the Shareholders Association's pressure?

I think the Shareholders Association can claim a minor victory. However, the cynic in me tells me that NZX has not done this without a greater reason. By doing this NZX has cut away one of our three main arguments to deprive the market operator of its regulation function. The remaining two are just as important, but it does weaken the case for taking regulation off NZX. So ask yourself this, why would NZX give up a revenue spinner to protect what it says is an unprofitable role in regulation?

On my last blog apparently one of the readers said that Harmos was happy for me to publish his letters to the Shareholders Association and me, so now I will do that they are attached, enjoy.

Click here to read the first Harmos letter.

Click here to read the second Harmos letter.

And before you nag me about debt, all the letters are now on the Shareholders Association website. Read them, my next blog is drafted on a debrief of the issues arising from the replies or lack of replies.

 

14 comments
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Tony   #1   06:14 pm Jul 28 2009

Your major problem, which continues to come through, is that you look at this as a war ("victory", etc). Apart from your theories and accusations, you do not seem to have many (any?) facts against NZX. Yet you need to realise that the continual, incessant, throwing of stones, is bad and a stain on the market. Do you really think you are good for the market? Not from where I sit. Guess you are good at dishing it out but when NZX called you on your debt idiocy, you couldn't take it, and have gone to war. Grow up

Falafulu Fisi   #2   07:52 pm Jul 28 2009

Well done Bruce. I think that NZX as you correctly put it, was tantamount to insider trading in delaying the market info for 20 minutes.

bruce sheppard   #3   08:37 am Jul 29 2009

Tony, I often use war stories as analogies. Business is war, but often what appears to be victory is defeat, thus it is better to avoid war and and talk. Down here in NZ we talk about win win, but I did love Gattungs talk to the NZSA AGM around 4 years ago when she talked about the real world beyond our shores.... Win Win is crap, the rest of the world works on win Lose, but sometimes the lose is not immediate.

Back to NZX some of you readers dont see these issues as important, fine, I do, humour me. NZX consistently refuses to explain their attachement to the role of regulator when now many interested thinkers on this issue( groups, and individuals) clearly see it as an issue that must be resolved.

The management and Board of NZX are amoung the most successfull business operators in NZ, thus this move is interesting. Now you might like to go onto NZX's website and check the announcements for a company of your choosing. If you did it last week you would if you did a detailed search have found every announcment ever made, now if you do it you will only get the last 10. If you want the rest you have to be a paying customer, I guess. So what NZx gives( realtime announcments) it covers commerically by carving something else out to sell. The real debate is are these announcments theirs to sell. I would encourage every public company to post every announcment on their own websites to remove this inequity.

In terms of facts Tony... waivers are rarely declined, the regulatory function to the extent it is envoked results in fines not restitution, the fines go into the separate regulation pot, and surplus's are spent on education, nothing spent so far, the 20 minute rule is a fact, the current removal of historical announcments is a fact. I have answered you before on what has sparked my interest now... it is the capture by NZx of the politcial thinkers thus entrenching their possition. I answered NZX's call on the debt issue, the letters and the facts are now on the NZSA website. Of the 9 companies that looked like they might default as at june 2008, 2 have, one more has admited defaulting,Provneco, and it looks like it will now fallover without more capital, one has explained their possition as an IFRS mess, the other 5 still look shaky to me, but you can judge for yourself. Of the other 10 that looked at risk, some have raised capital others have traded out agsinst all odds, and the remainder are hodling their own. The debate on debt was not idiocy, but you can think so if you like. The pace of my blogs is slowing down becuase in the SME market debt is a real issue for business and I am spending a lot of time managing defaults. Is the recession over, no it is not, it may not get much worse than it is now but the recovery is a long way away. So wake up Tony debt is now the single biggest risk for equity investing and investors must focus on it or not to their cost. I will continue to grow up Tony, but you need to take your head out of the sand.

Falafulu Fisi   #4   12:12 pm Jul 29 2009

Tony, what Bruce had been campaigning for NZX to scrap the 20 minutes delay of information delivery is something to be regarded as a major victory. Releasing market information without delay would lessen the information asymmetry access amongst the various market players. In this way it is quite a fair system and fair to every player. If you don't fully understand the disadvantage of market information asymmetry, such as 20 minutes delay to some but available instantly to others, then search on the topic on the following popular site, which is a free online repository for economic/finance researchers and scholars from around the world to upload their research papers to be made available to the general public for download: http://www.ssrn.com/ Go on, read some scholarly written papers and see it for yourself that what Bruce was campaigning for is only going to be good thing for our capital market. Do some research before you criticize what Bruce had done or achieved here, his minor victory against NZX, which how it should be (ie, no info delay).

JD   #5   03:55 pm Jul 29 2009

Thanks for another informative blog Bruce. Don't comment as my knowledge in this area isn't great, am learning though.

Keep up the good work

Jen   #6   04:31 pm Jul 29 2009

How come Bruce's blogs sound like a vitrolic rant and Andrew Harmos' replies sound reasoned and informed? Not saying that this is the case but Bruce is the one who comes across as an unreasonable bully!

bruce sheppard   #7   05:25 pm Jul 29 2009

Jen, Andrew is lawyer I am not so constrained, read what he says and what he doesn't say carefully.

Also sometimes things are such that if you didn't laugh you would cry, so style is different, the issues are serious , or at least some other than NZX think so, and the reluctance for NZX to face this sometimes justifies the style.

bob   #8   02:33 pm Jul 30 2009

Good stuff Bruce, keep it up.

Bob

tony   #9   08:13 pm Jul 31 2009

Bruce, thank you for the response. I guess the question that comes to mind is, are you sure NZX is attached to the regulator function? where have they said this? More important, would you advise them, really, give it to the Securities Commission? I know where I would prefer it sat - and it aint at the Sec Comm. I recall the NZX took some quite proactive moves with those finance companies that were listed, while Sec Comm did........nothing nothing nothing! (my parents lost some money then - not too much luckily - so I have followed this very closely). When you look at the Sec Comm, they have a CEO who is also Chair, or, if that is not the case, they have a Chair, and no CEO, and a bunch of part timers as Commissioners who - while I am sure they are great in their areas - are not experts in the stuff that comes to the Sec Comm. Look Bruce, the world is getting increasingly technical and difficult. Diplock is always overseas and you have 12 part timers doing things and no CEO. How does this make any sense? This is a corporate governance shambles, and a blight on our market. The finance company situation is a complete disgrace. It was always going to happen with the Sec Comm structured like this. Look overseas - fewer commissioners, real experts, full time, etc. Makes sense. Ours does not.

bruce sheppard   #10   09:04 am Aug 01 2009

Tony, the Sec Com as confired currently is as bad or worse than NZX, so you are right, and the 12 members themselves siting on it will have conflicts due to the way they are selected and where they are selected from. This said at least they are free from commerical conflict and easier to fix. NZX is a company, thus harder for government to regulate quickly, SEC Com is a government organ they can rewrite its charter in a blink( Political speak for 3 years, joking)

Rome wasn't built in a day, NZX must be relieved of Regulation for the conflicts that I have already outlined real or imagined, as imagination drives confidence. The logical thing to do is to progressivly build one super regulator , an ASIC, There are two choices for this either the Sec Com or the Justice department/Coys office. The best in my view is the Sec Com simply because government officers in issolation make descsions differently to those lead by non conflicted business people.

The Sec Com needs a major governance, composition and funding restructure in its own right. I have as part of the Sec Com review made that clear. KPMG will be reporting on the findings from 50 people they interviewed on the fucntioning of the Sec Com at some point , request a copy under the OIA.

And then finally the functions of the Companies office in approving prospectus, and the National Enforcment Unit, and the Serious fraud office, aspects of police activities, and the Financial Accounting standrds board the IRFS idiots and the takeover panel all need to be roled into one body, and the rules then need to be streamlined and simplified to protect the meek but not to disable the capable, the consequences of breach need to be redefined, to a restitution not punishment model, yes Tony it is a mess, and yes I know it is, but unfortunatly you have to pick them off one at a time, NZX is also a mess and it is the one that I and the NZSA have support to have a go at.


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