Submission on NZX's Dual Class Shares consultation

17 July 2026

The Aotearoa New Zealand Stewardship Code has made a submission on NZX's consultation on dual class share (DCS) structures, which proposes formally accommodating issuers with superior voting shares within the NZX Listing Rules and Corporate Governance Code.

Our submission supports the New Zealand Corporate Governance Forum's submission and reflects a principle at the heart of good stewardship: voting rights should broadly track economic ownership. One share, one vote aligns influence with the capital and risk each investor bears, and underpins the accountability of boards and management to shareholders.

We submitted that the case for change has not been made. International experience offers little evidence that permitting DCS structures attracts listings — listing decisions are primarily driven by investor depth, liquidity, research coverage and comparable peers, not share-class settings — while the governance costs to ordinary shareholders are real and can persist well beyond a founder's tenure, as the experience of Alphabet and Meta shows.

If NZX proceeds, we urged three strengthened safeguards: a mandatory time-based sunset of no more than seven years; a genuine founder tether so superior rights lapse when the holder ceases their role; and equal voting on material related-party and major transactions.

The submission reflects the stewardship principles the Code promotes rather than the individual views of each signatory.

Read the full submission here. NZX's consultation materials are available on the NZX website.