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The Financial Markets Authority (FMA) and NZX Regulation Limited (NZ RegCo) have announced a suite of interim measures to clarify the obligations of issuers in anticipation of the changes to New Zealand’s climate-related disclosure regime expected to pass into law in early 2026 as part of the Financial Markets Conduct Amendment Bill.
Chapman Tripp’s summary of the changes to the climate disclosures regime can be found here.
FMA ‘no action’ relief
On Tuesday, the FMA announced that from 1 November 2025, it will adopt a ‘no action’ approach for climate reporting entities during the 2025/2026 reporting period. The ‘no action’ approach will apply to listed equity and debt issuers that would not meet the proposed $1 billion threshold under the amended “large listed issuer” test, and to managers of managed investment schemes expected to be removed from the reporting regime.
For these entities, the FMA will not take enforcement action for failures to prepare or lodge climate statements, or for other obligations under Part 7A of the Financial Markets Conduct Act 2013 (FMC Act), where their obligations are expected to cease once the Bill is passed. ‘No action’ relief will apply to issuers with balance dates on or after 1 November 2025. Importantly, those with a 30 June 2025 balance date are still required to lodge climate-related disclosures by 31 October 2025.
The FMA does not require notifications or applications to rely on this approach and will reassess the ‘no action’ approach if legislation is not enacted before preparations begin for the 2026/2027 reporting period. Entities that choose to report voluntarily should remain mindful that fair dealing provisions under the FMC Act continue to apply to any disclosures they make.
Class waiver from NZX Listing Rules
Today, NZ RegCo has granted class waivers to the NZX Listing Rules to remove duplicative CRD requirements for annual reports for the same affected group. For eligible issuers with balance dates after 30 June 2025, NZ RegCo has waived Rule 3.7.1(b)(ii) to the extent it requires inclusion of climate statements in annual reports, and for eligible managed funds has waived the equivalent requirement in Rule 3.12.1. NZ RegCo has also waived Rule 3.7.1(g)(ii) so that issuers relying on the class waiver do not need to summarise the waiver (and their reliance on the same) in their annual reports. Eligible issuers are not required to notify, or apply to, NZ RegCo to be able to rely on these waivers.
These waivers reflect the Government’s announced policy intent and allow issuers to rely on the FMA ‘no action’ relief without remaining subject to embedded climate-reporting references in the Listing Rules.
Issuers with quoted equity securities should note that NZX Corporate Governance Code (Code) recommendations continue to apply on a ‘comply-or-explain’ basis. Importantly, the Code recommends that issuers provide non-financial disclosure at least annually, including considering environmental factors and practices and an explanation of how operational or non-financial targets are measured.
Our thoughts
These measures are a welcome clarification on how climate reporting requirements should be interpreted in anticipation of the proposed law reform.
We note that issuers who are expected to fall outside of the scope of the amended regime may still choose to publish climate-related disclosures as part of their annual reporting for the current period (or any future periods). In particular, this may apply to issuers with a 30 September 2025 balance date, whose preparation of climate-related disclosures may already be well progressed. Issuers who take this approach are reminded that the general obligations under the fair dealing provisions of the FMC Act continue to apply, as they always have, to all disclosures in the annual report.
It is also important to note that, despite the anticipated legislative change and interim relief, Recommendation 4.4 of the NZX Corporate Governance code will continue to apply. This means issuers should continue to provide non-financial disclosure, including considering environmental, social sustainability and governance factors and practices, and explain how operational or non-financial targets are measured in their annual report. The Code recommendation notes that non-financial reporting should be informative, include forward looking assessments, and align with key strategies and metrics monitored by the board.
Our thanks to Bill Caldwell and Ruth Wright for preparing this update.
