Pursuant to section 35B of the Financial Reporting Act 1993 (“the Act”), the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).
N o t i c e
1. Title—This is the Financial Reporting Act (ABN AMRO BANK NV) Exemption Notice 2008.
2. Commencement—This notice comes into force on its notification in the New Zealand Gazette.
3. Expiry—This notice expires on the close of 31 July 2013.
4. Application—An exemption granted by this notice applies to the following accounting periods of the exempt overseas company:
(a) An accounting period of the exempt overseas company that commenced before the exemption
is granted (including an accounting period that ended before the exemption is granted) if:
(i) in the case of copies of financial statements
or group financial statements for that period
that are required to be delivered for registration under section 19 of the Act, the exemption is granted before those documents are required to be delivered for registration under that section; or
(ii) in any other case, the exemption is granted before the financial statements or group financial statements for that period are required to be completed; and
(b) subsequent accounting periods.
5. Interpretation—In this notice, unless the context otherwise requires:
Act means the Financial Reporting Act 1993.
exempt overseas company means ABN AMRO BANK NV.
parent company means ABN AMRO Holdings NV.
specified financial statements, in relation to the exempt overseas company, means the financial statements and consolidated financial statements that are required to be prepared in respect of the parent company in accordance with the laws of the Netherlands.
US GAAP means generally accepted accounting practice in the United States of America.
6. Exemptions for directors of exempt overseas companies—(1) Every director of the exempt overseas company is exempted from the following provisions in respect of the exempt overseas company:
(a) sections 10(1) and 11 of the Act to the extent that these sections require stand-alone financial statements to be prepared for the exempt overseas company in accordance with New Zealand generally accepted accounting practice; and
(b) section 13 of the Act to the extent that it requires group financial statements to be prepared in relation to the exempt overseas company to comply with section 14 of the Act; and
(c) section 19(3) of the Act to the extent that it requires copies of the financial statements of the exempt overseas company, together with a copy of the auditor’s report on those statements, to be delivered to the Registrar for registration.
(2) Subclauses (1)(a) and (c) do not apply in relation
to the New Zealand branch financial statements that are required to be prepared in relation to the exempt overseas company’s New Zealand business in accordance with
New Zealand generally accepted accounting practice as
if the New Zealand branch was a company formed and registered in New Zealand.
7. Conditions—The exemptions in clause 6 are subject to the conditions that:
(a) the specified financial statements for any particular year would be, for all practical purposes, identical to financial statements of the exempt overseas company if they were prepared;
(b) the specified financial statements are delivered to the Registrar for registration as if they were the financial statements and group financial statements of the exempt overseas company in accordance with section 19(3) of the Act;
(c) the specified financial statements comply with
US GAAP; and
(d) if, in complying with US GAAP, the specified financial statements do not give a true and fair
view of the matters to which they relate, the directors of the exempt overseas company add information and explanations that will give a true and fair view of those matters; and
(e) the specified financial statements are accompanied by a report by an approved auditor that complies with the requirements which apply under the law of the Netherlands.
Dated at Wellington this 16th day of June 2008.
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Statement of Reasons
This notice, which comes into force on its notification in the New Zealand Gazette and expires on 30 July 2013, exempts the directors of ABN AMRO BANK NV, a company that is incorporated in the Netherlands, from various provisions of the Financial Reporting Act 1993 (the Act).
The effect of the exemptions is to allow ABN AMRO BANK NV to provide the financial statements that its parent company is required to prepare under financial reporting requirements in Netherlands.
The principal differences in financial statements provided relying on the exemptions are:
? the directors of ABN AMRO BANK NV will prepare and register financial statements for the New Zealand business only (not stand-alone parent company or group financial statements);
? the directors of ABN AMRO BANK NV will submit for registration the financial statements and consolidated financial statements of its parent company ABN AMRO Holdings NV;
? the financial statements and consolidated financial statements will comply with generally accepted accounting practice in the United States of America (rather than generally accepted accounting practice in New Zealand); and
? the consolidated financial statements will be audited
in accordance with the requirements set out in the Netherlands’ legislation and the auditor’s report will provide the information required by Netherlands’ legislation instead of the Act.
The Registrar considers that it is appropriate to grant the exemptions because:
? ABN AMRO Holdings NV has only one asset and that
is its investment in ABN AMRO BANK NV, and
that for all practical purposes the accounts of ABN AMRO Holdings NV are identical to those of its subsidiary ABN AMRO BANK NV;
? the Registrar has had regard to the financial reporting and audit requirements that must be complied with by ABN AMRO BANK NV in its home jurisdiction, under which it is not required to prepare stand-alone company financial statements;
? ABN AMRO BANK NV will still be required to
file financial statements for its New Zealand business prepared in accordance with New Zealand generally accepted accounting practice as if the members of
the group were companies formed and registered in
New Zealand;
? the Registrar is satisfied that the financial statements and consolidated financial statements required to be prepared for ABN AMRO Holdings NV under the Netherlands’ financial reporting laws provide sufficient information to avoid any detriment to members of the public who have dealings with ABN AMRO BANK NV; and
? the exemptions address the particular difficulties experienced by ABN AMRO BANK NV in complying with the Act. The exemptions are not broader than
what is reasonably necessary to address these difficulties and still require that group financial statements be filed in New Zealand.
Date of notification in New Zealand Gazette: 19 June 2008.
This notice is administered by the Registrar of Companies.