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 notice is the Financial Reporting Act (HSBC International Trustee Limited) Exemption Notice 2009.
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 2014.
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 HSBC International Trustee Limited.
specified financial statements, in relation to the exempt overseas company, means the consolidated group financial statements prepared for the entire HSBC group (HSBC Holdings plc and its subsidiaries) that are required to be prepared in accordance with International Financial Reporting Standards (IFRS).
6. Exemptions for directors of the exempt overseas company—Every director of the exempt overseas company is exempted from the following provisions in respect of the exempt overseas company:
(a) 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
(b) section 19(3) of the Act to the extent that it requires any group financial statements in relation to a
group comprising that company and its subsidiaries, together with a copy of the auditor’s report on those statements, to be delivered to the Registrar for registration.
7. Conditions—The exemptions in clause 6 are subject to the conditions that:
(a) the specified financial statements are delivered to the Registrar for registration as if they were the group financial statements required of the exempt overseas company in accordance with section 19(3) of the Act; and
(b) the specified financial statements comply with IFRS; and
(c) if, in complying with IFRS, 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 issuer add information and explanations that will give a true and fair view
of those matters; and
(d) the specified financial statements are accompanied by a report by an approved auditor that complies with the requirements of the law of the United Kingdom.
Dated at Wellington this 20th day of April 2009.
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Statement of Reasons
This notice, which comes into force on its notification in the New Zealand Gazette and expires on 31 July 2014, exempts the directors of HSBC International Trustee Limited, a company that was incorporated in the British Virgin Islands, from various provisions of the Financial Reporting Act 1993 (“the Act”).
The effect of the exemptions is to allow HSBC International Trustee Limited to provide the consolidated group financial statements prepared for the entire HSBC group, ie, HSBC Holdings plc and its subsidiaries, in place of group financial statements for HSBC International Trustee Limited and its subsidiaries pursuant to section 13 of the Act. The principal differences in financial statements provided relying on the exemptions are:
? the directors of HSBC International Trustee Limited
will register consolidated group financial statements
for HSBC Holdings plc and its subsidiaries (and not for HSBC International Trustee Limited);
? the consolidated group financial statements will comply with generally accepted accounting principles in the United Kingdom (the “UK”) (rather than generally accepted accounting practice in New Zealand);
? the consolidated group financial statements will be audited in accordance with the requirements set out in UK legislation and the auditor’s report will provide the information required by UK legislation instead of
the Act.
The Registrar considers that it is appropriate to grant the exemptions because:
? the consolidated group financial statements prepared for HSBC Holdings plc contain all the relevant information for HSBC International Trustee Limited required under section 13 of the Act;
? the Registrar has had regard to the financial reporting and audit requirements that must be complied with
by HSBC International Trustee Limited in its home jurisdiction under which it is not required to prepare consolidated group financial statements;
? the Registrar is satisfied that the consolidated financial statements required to be prepared for HSBC Holdings plc under UK financial reporting laws provide sufficient information to avoid any detriment to members of
the public who have dealings with HSBC International Trustee Limited; and
? the Registrar is satisfied that the exemptions are
not broader than what is reasonably necessary to
address these difficulties and still require that group financial statements of HSBC Holdings plc be filed in New Zealand.
Date of notification in the New Zealand Gazette: 23 April 2009.
This notice is administered by the Registrar of Companies.