Ref: 790-100 / #410340

TAKEOVERS PANEL

Job Description – Lawyer

Position Lawyer

Reports to General Counsel

Chief Executive

Location Level 3, Solnet House, 70 The Terrace, Wellington

Key

Relationships

Chief Executive

General Counsel

Chair and members of the Panel

Other lawyers

Objective

To advise and support the Panel:

(a) to fulfil its objective of being an effective and efficient regulator of takeovers, enforcing the Takeovers Code and ensuring that schemes of arrangement under the Companies Act provide for

transparent and equitable takeover processes; and

(b) in fostering confidence in the integrity of New Zealand’s capital markets.

Qualifications

The Lawyer will have a law degree from a recognised university, with a strong academic record and a current practising certificate, or will be working towards obtaining a practising certificate. The Lawyer

may have up to two years’ post admission experience, preferably in commercial legal work, but prior

legal experience is not required and the role is suitable for a graduate.

Key skills and qualities

The Lawyer will have the following qualities and skills:

(a) can provide distinguished legal analysis;

(b) initiative, respect, integrity, and enthusiasm to work as a collegial team member;

(c) sound analytical and problem-solving skills and attention to detail;

(d) sound document management and competent computer skills;

(e) excellent oral and written communication skills; and

(f) diligent time management skills and dedication to meeting deadlines.

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Job specification

The Lawyer’s job encompasses being responsible for and proactively managing all aspects of matters

before the Panel that are assigned to the Lawyer, including the following:

(a) Enforcement of the Code:

• reviewing transaction documents for compliance with the Code, and liaising with practitioners to assist compliance;

• responding to complaints;

• monitoring the market for compliance;

• engaging with NZX Limited and Financial Markets Authority on relevant matters;

• preparing advice for the Panel to aid its decision-making; and

• minuting Panel meetings.

(b) Processing applications for ‘no-objection’ statements from the Panel in respect of schemes of

arrangement under the Companies Act:

• reviewing documents to ensure they meet the Panel’s requirements;

• responding to complaints;

• analysing the application and liaising with the applicant;

• preparing advice for the Panel to aid its decision-making; and

• minuting Panel meetings.

(c) Processing applications for exemption and for independent adviser approvals:

• analysing applications, liaising with applicants on application process;

• preparing advice for the Panel to aid its decision-making;

• minuting Panel meetings;

• drafting exemption notices or instructing PCO for drafting; and

• liaising with applicants on drafting of exemption notices.

(d) Policy development for law reform projects:

• preparing research papers and advice for the Panel;

• drafting consultation papers on law reform; and

• advising the Panel on recommendations for law reform.

(e) Contributing to public understanding of takeovers law:

• responding to public enquiries;

• responding to requests under the Official Information Act;

• participating in stakeholder engagement; and

• preparing guidance for the market.

The Lawyer is also required to attend to administrative duties such as time recording, filing and

attending staff meetings, etc.

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The Lawyer has access to close supervision and mentoring from management and colleagues. The

Lawyer should contribute positively to collegiality in the workplace, and support colleagues by

assisting them as workflows require and maintaining a collaborative and productive environment.

The Lawyer is also responsible for contributing to workplace health and safety, including by taking reasonable care in performing his or her work to prevent harm to self or others, and to corrective

actions and implementing agreed controls.

POSITION DESCRIPTION

Senior Legal Counsel, Enforcement KARAKA

OUR VISION

More New Zealanders than ever believe the financial services sector is working well for them.

OUR PURPOSE

To foster the fairest financial sector in the world. As New Zealand’s conduct regulator for the finance sector, the Financial Markets Authority (FMA) promotes and facilitates the development of fair, efficient, and transparent financial markets.

With us, you’ll be making a difference by enabling New Zealanders to have confidence that our financial sector provides a strong foundation for their financial future – helping them to save and invest, manage their risks, borrow, make payments, and support their families.

Our role (and yours) is to oversee a market that does right by consumers and participants alike, ensuring better outcomes for all New Zealanders by building confidence, participation, and efficiency in our financial markets.

OUR VALUES

Open Hearts, Open Minds We say what we mean, we are mindful, and we do the right thing. We are approachable, empathetic and demonstrate manaaki and humility. We are authentic and seek the best outcomes.

Make the Calls We act with confidence and mana, we are decisive and trust our judgment. We think outside the box, take responsibility and stand by our decisions.

Look to the Horizon We are nimble, proactive and willing to adapt. We anticipate the future, embrace change and champion innovation. We look with confidence to the challenges ahead.

Help the Team Work We act as one FMA, seek out new perspectives and build consensus. We encourage participation, share knowledge and nurture relationships.

Function Response & Enforcement Direct Reports N/A

Team Enforcement KARAKA Location Auckland/Wellington

Reporting to Manager, Enforcement KARAKA

Salary Band 6S

www.fma.govt.nz

FUNCTION PURPOSE

The Response and Enforcement group determines, with a high degree of collaboration, the appropriate FMA response to actions and behaviours of market participants, including investigation and enforcement in cases of misconduct, to enable the FMA’s strategic objectives: Perimeter and Response

This team is tasked with developing an appropriate response to issues and potential issues arising within and outside the FMA’s remit, for licensed and unlicensed entities, and sourced from the team’s own work; or which are referred internally by specialist domain teams; or are referred by external parties (including market manipulation and insider trading). Perimeter and Response carries out assessment and conduct triage activities which determine what response is appropriate, including use of regulatory tools and escalation through to investigations and/or enforcement. Specialist Supervision

This team conducts specialist supervision of cases, entities and issues arising within and outside the FMA’s remit, for licensed and unlicensed entities, and sourced from the team’s own work; or which are referred internally by specialist domain terms; or are referred by external parties. This team focuses on supervision tasks and situations requiring specialist attention, due to their novelty, risk, or complexity. This team will handle Operational Resilience including Cyber Risk Response; Intensive Supervision situations such as managing entity wind-downs and entity business continuity issues; Investor information issues across all investor information channels including websites and advertising, significant noncompliance with AML legislation and regulations and the FMA’s work on financial crime more generally. Evidence and Investigations

Conduct forensic investigations, case management and collect and manage evidence relating to potential breaches of financial markets legislation. Enforcement

Supporting the investigations process, the team of legal specialists and litigators carries out enforcement action where there is evidence of breaches of legislation, provides legal analysis and advice and manages the litigation process.

POSITION PURPOSE

The purpose of this position is to provide legal advice and expertise in relation to investigations, litigation and other enforcement action to ensure FMA’s enforcement function reinforces the FMA’s reputation as a strong, effective, proactive and respected organization.

www.fma.govt.nz

KEY RESPONSIBILITIES

Provision of high quality legal advice and litigation expertise to ensure FMA’s enforcement goals are achieved.

TECHNICAL

Provide expert input into wider FMA projects, discussion groups and committees as required.

Take on a project manager/leadership role on larger and/or significant projects where opportunities arise.

Providing input and advice to the investigation team on active investigations.

Drafting instructions to external Counsel and experts, drafting Court documents and as required.

Advocacy where the opportunity arises, including appearing at Financial Advisors Disciplinary Committee hearings.

Championing team projects.

Providing internal training sessions for the team or the wider organisation.

Undertake and deliver one-off projects as required.

RELATIONSHIPS

Work as a ‘virtual team’ with other members of the Enforcement team located in other cities.

Act as a role model and mentor for more junior members of the legal team.

Work closely with Investigations teams in a collaborative, efficient manner on active cases.

Facilitate positive working relationships and identify opportunities for collaboration between others in the organisation to promote a connected-organisational approach.

Work as a ‘virtual team’ with other legal and policy advisers within the organisation to ensure a spirit of professional collegiality, mutual support, and information sharing is fostered and maintained.

Work as a part of the overall FMA team in a way that demonstrates openness; mutual cooperation, respect and trust; commitment and energy; positivity; excellent performance; and a can-do attitude.

Identify opportunities for and actively engage with key stakeholders (internal and external) to ensure others are informed, involved and buy-into initiatives and developments.

Develop positive relationships with external parties that further the goals of FMA.

The delegations for this position are specified in FMA’s Delegations Policy and Framework. From time to time the job holder may be expected to perform other such duties within their experience and capabilities in response to the changing nature of our work environment.

www.fma.govt.nz

KEY COMPETENCIES

Shows drive, enthusiasm, self-motivation, confidence, and initiative independent of direction from

others.

Demonstrates a sound and pragmatic approach to interpreting and applying legislation.

Leads and empowers others – encourages others to extend themselves and exercise their thinking and decision-making skills, ensures staff know what is expected of them and have the information and support they need to achieve this.

Motivated not only to perform as an individual, but to promote overall team performance and harmony.

Is accessible – gets out and about and talks to people.

Takes a well-considered, forward thinking and planned approach, but responds with agility and flexibility to change.

Thinks creatively around issues and makes a positive contribution to solution development and implementation.

Demonstrates commitment and resilience in the face of obstacles and setbacks.

Ability and enthusiasm to perform in the face of pressure and time constraints.

Acts with utmost integrity consistent with FMA’s role as a regulator and model litigant.

Is respectful of others – treats others with consideration, consistency, openness and honesty.

Is willing to take responsibility and be personally held to account.

Shows loyalty and commitment to FMA, and safeguards FMA’s reputation.

Maintains the highest standards of confidentiality, discretion, and trustworthiness.

PREREQUISITES

Knowledge / Experience / Skills

At least 8 years’ + post admission experience in litigation work.

Financial services industry knowledge and experience gained in a law firm and/or corporate environment.

Working knowledge of civil procedure (essential) and criminal procedure (desirable).

Excellent knowledge of laws and regulations relevant to the financial sector.

Strong analytical, critical thinking and reasoning skills.

www.fma.govt.nz

Ability to quickly establish credibility and grow trust and respect.

Ability to build and maintain positive relationships and work constructively and collaboratively with others.

Excellent written and oral communication skills.

Strong self-management skills – sound social judgement, mature and professional conduct, and an ability to effectively manage stress.

Well-developed planning and organising skills, including the ability to maintain performance when under pressure, and consistently deliver on time and to a good standard.

Qualifications

Tertiary qualification in law, Honours degree desirable.

Commerce or business degree desirable.

Current practicing certificate (or entitlement to one).

A great place to work. With great work to do.

4088579 May 2021

Chief Legal Counsel - Competition, Credit, Fair Trading, Market Regulation, Infrastructure Regulation, Legal Services Reports to General Counsel (General Manager, Legal Services) Commerce Commission Vision Our vision is that New Zealanders are better off because markets work well and consumers and businesses are confident market participants. He Kawa Tauhokohoko/Our Values Framework Our values inform what is at the heart of the Commerce Commission | Te Komihana Tauhokohoko and shape how we approach our work, each other, and those we work for. They have been designed by us, for us:

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Purpose of Role To manage and lead a legal team in the provision of high-quality legal services to the Commission, supporting the General Counsel as a member of the Legal Services Branch Leadership Team, and to be an active member of the leadership team for the Partner branch.

Key Result Areas 1: Provide leadership and management of your team, in a manner that promotes engagement

and high performance, develops talent and ensures effective delivery of the team’s work programme

• Provide leadership, coaching and mentoring to develop individual and collective capability and clarity of direction

• Provide effective day to day management of team members

• Recruit and maintain a high level of expertise within the team

• Foster a “learning” environment, celebrate success and create a sense of pride and belonging in the team

• Encourage and nurture an engaged and high performing team, whose members understand how their work aligns with the strategies, business plans, and deliverables for the Legal Services Branch and Partner Branch

• Contribute to the Legal Services Branch Leadership Team, and keep the General Counsel up-to- date with relevant staffing matters as appropriate

• Ensure priority areas in employee surveys are addressed and actions identified for improvement

• Be an effective role model and leader for team members, demonstrate our values, and promoting a supportive and inclusive team culture

• Encourage a positive health, safety and wellbeing culture in your team and ensure you and your team understand your accountabilities and responsibilities under our Health, Safety and Wellness policy and the Health and Safety at Work Act 2015.

Outcome:

• Team members are skilled, engaged, high performing, and effectively delivering results for the team, Legal Services branch, Partner Branch, and the Commission.

2: Lead, develop and be accountable for the delivery of high quality advice to the Partner Branch

and Commission, and oversee delivery of Legal Services branch projects and initiatives

• Provide technical leadership and expert advice to the Partner Branch, and guidance to your team and project teams on how to apply legal frameworks

• Develop presentations and present legal opinion / advice on project issues independently and in conjunction with others

• Communicate succinct outline of legal issues and rationales for opinions

• Identify solutions to significant and complex legal issues, assist in developing a ‘theory of the case’ and obtain agreement from the project manager

• Oversee and review the structure, format and content of written and oral communication to project stakeholders on significant and major projects independently and with others as appropriate

• Lead the development and implementation of new methods, processes, systems, frameworks, templates to optimise the delivery of work by your team

• Provide oversight and quality assurance of your team’s advice as and where required

• Keep General Counsel and SLT informed on priorities and risks

• Work with General Counsel, SLT and Board to understand and manage their expectations.

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Outcomes:

• The work programme, projects and initiatives across the breadth of your role are prioritised, resourced and effectively delivered in line with the plans and priorities of the Legal Services Branch and the Partner Branch, and the Commission’s purpose and strategic direction

• High quality and timely advice is delivered to stakeholders.

3: Work proactively as a member of the leadership team for the Partner Branch, and focus on delivery of legal services to that branch to support attainment of its work programme and priorities

• Ensure that the GM (and leadership team) of the Partner Branch are kept updated on matters with either strategic or cross-branch resourcing implications

• Ensure that the GM of the Partner Branch and sponsors of projects are kept informed as needed and consulted on case/matter decisions with either strategic or significant resource implications

• Ensure an understanding of the Partner Branch’s business strategy, goals and objectives to oversee a work programme that integrates with and closely supports the goals of that branch

• Plan, prioritise, resource, and deliver a portfolio of work in line with the plans and priorities of the Legal Services branch and the Partner Branch

• Guide project teams to evaluate alternative resolutions and recommendations

• Participate in project debriefs to ensure lessons learnt are shared and applied in future

• Escalate matters of novelty, complexity, importance or controversy to the General Counsel

• Act as a liaison with project managers and external legal services providers and mediate on resource allocation issues and other conflicts

• Adopt an advocacy role and confidently debate issues. Outcome:

• The Partner Branch and Division/s are well-informed and confident, and trust in the legal advice and support received from the Legal Services branch.

4: To provide effective management of litigation and other projects

• Act as a project sponsor and/or holder of delegation from Division/s on selected projects, including conducting litigation, leading settlement negotiations or holding accountability for effective drafting of secondary legislation (as appropriate)

• Ensure preparation of litigation or project budgets and reporting, including variance reporting

• Ensure preparation of timely progress updates to oversight and Divisions

• Ensure critical litigation-related and other project dates are met

• Act as a liaison point for the litigation process between internal and external stakeholders

• Manage litigation budgets in conjunction with project managers

• Approve key litigation documents and decisions in accordance with delegations from Divisions and in consultation with the General Counsel and the Partner Branch

• Report to the Commission and SLT on litigation progress and performance against litigation funding budgets

• Ensure that projects are managed with the aim of achieving the project’s objectives, and the objectives and strategy of the Legal Services and Partner Branches.

Outcome:

• These projects are well-managed with an effective use of resources, the exercise of good judgement and no material unexpected variance as against approved budgets.

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5: Operate collaboratively as a leader in the organisation to align behaviours, systems and

processes

• Develop and maintain relationships of trust with the General Counsel, Commissioners, CEO, other GMs, team members and other Commission employees

• Effectively communicate and provide sound advice to the General Counsel, CEO and GMs to support them in their decision-making responsibilities

• Be an effective role model for connecting, collaborating, knowledge sharing and fostering trusted and effective working relationships across the Commission

• Demonstrate commitment to leadership through aligning behaviours, systems and processes to have a consistent way of working, language of articulating how work gets done and what good performance looks like, and our processes are simple yet robust and aligned

• Work closely with the General Counsel, the Legal Services Branch Leadership Team and the Partner Branch Leadership Team and visibly support collective decisions

• Maintain and develop relationships with external stakeholders, eg the legal profession, industry stakeholders, government, and international agencies to assist with the operational and strategic goals of the branches and the Commission.

Outcome:

• Effective relationships with internal and external stakeholders are established and maintained to improve effectiveness and build confidence around matters relating to the Commission.

Note: These responsibilities are not exhaustive. From time to time it may be necessary to change the position requirements in response to the changing nature of our work environment, including technological requirements or statutory changes. Such change may be initiated as necessary by your manager or general manager and will be discussed with you.

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Person Specification Qualification Undergraduate degree in law and Practising Certificate

Ability Level

• Demonstrated ability to provide high quality legal services in the area of competition law, consumer law, consumer credit law, or the laws concerns with economic regulation

Strategic

• Demonstrated ability to provide high quality legal services in the area of public/administrative law and/or civil and criminal procedure

Expert

• Demonstrated conceptual thinking and problem solving ability Strategic

• Demonstrated drafting ability in court pleadings and legal advice, and other legal documents

Expert

• Demonstrated legal research and analytical ability Strategic

• Demonstrated numerical ability Expert

• Demonstrated understanding of economic concepts and principles Sound

• Demonstrated verbal and written ability Strategic

Experience

Level

• Demonstrated legal experience at a senior level Expert

• Demonstrated experience leading a team of professionals Strategic

• Demonstrated experience managing a team of professionals Expert

• Demonstrated experience presenting information and advice Strategic

• Demonstrated management experience Sound

• Demonstrated experience in business management and strategy Expert

• Demonstrated experience working in a project management framework or project team Expert

• Demonstrated experience managing internal and external relationships Expert

Knowledge

Level

• Knowledge of relevant legislation/ legal frameworks enforced by the Commission Strategic

• Knowledge of leadership principles and practices including strategy and vision Expert

• Knowledge of laws of evidence, court rules and professional rules of conduct Expert

• Knowledge of Commission internal and external guidelines, decision making processes and policies

Expert

• Knowledge of the Commerce Commission’s role and function, and the functions of each group

Sound

• Knowledge of relevant economic principles and frameworks Sound

• Knowledge of investigation techniques and their practical application Expert

• Knowledge of employment law and best practice people management Sound

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Definitions Basic The job requires adeptness in a skill and experience in a variety of tasks. The skill may be related to specific activities that take time to acquire, extending beyond short term. (Typically 1-2 years related experience.)

Sound The job requires highly relevant experience in a specific area of work, often involving specialised training in order to achieve competence. This is not short-term experience, but significant, longer-term experience, predominantly focused on acquiring specialist knowledge. (Typically 2-3 years related experience.)

Expert The job requires experience of a broad nature, above that of a skilled person. Normally involves an awareness of work activities beyond the immediate job situation and the impact of the job on these activities. (Typically 3-5 years related experience.)

Strategic The job requires highly relevant knowledge and experience, an understanding of immediate issues and long term effects of actions. This is a subject matter expert who can be focused on an organisation’s goals as well as the specific short term issues. (Typically 5-10 years related experience.)