Document ID: chunk:federal_register_of_legislation:F2023L01535:body:0:p9
Version: federal_register_of_legislation:F2023L01535
Segment Type: other
Provision Reference: 
Character Range: 22245–25263

a locally incorporated APRA-regulated institution that operates as a joint venture can be considered as part of the group of each parent entity. Independent directors of a parent may sit as independent directors on the Board of the joint venture entity. However, the general concessions available to subsidiaries in paragraphs 37 to 39 are not available to joint ventures.

APRA-regulated institutions that are part of a group or any other corporate group
42.         Where a locally incorporated APRA-regulated institution is part of a group or any other corporate group, and the APRA-regulated institution utilises group policies or functions, the Board of the APRA-regulated institution must approve the use of group policies and functions and must ensure that these policies and functions give appropriate regard to the APRA-regulated institution's business and its specific requirements.

Entities that are part of a group that are not APRA-regulated institutions
43.         The board composition and representation requirements in paragraphs 26 to 36 that apply to a locally incorporated APRA-regulated institution do not apply to an entity within the group that is not an APRA-regulated institution.[7]

Board performance assessment
44.         The Board of a locally incorporated APRA-regulated institution must have procedures for assessing, at least annually, the Board's performance relative to its objectives. It must also have in place a procedure for assessing, at least annually, the performance of individual directors.

Board renewal
45.         The Board of a locally incorporated APRA-regulated institution must have in place a formal policy on Board renewal. This policy must provide details of how the Board intends to renew itself in order to ensure it remains open to new ideas and independent thinking, while retaining adequate expertise. The policy must give consideration to whether directors have served on the Board for a period that could, or could reasonably be perceived to, materially interfere with their ability to act in the best interests of the institution. The policy must include the process for appointing and removing directors, including the factors that will determine when an existing director will be re-appointed.

    B.           Governance arrangements – foreign ADIs, Category C insurers and EFLICs
46.         As in the case of locally incorporated APRA-regulated institutions, the ultimate responsibility for the safety and soundness of a foreign ADI or a Category C insurer resides with its Board. Foreign ADIs and Category C insurers must nominate a senior officer (whether a director or senior executive) outside Australia with delegated authority from the Board (senior officer outside Australia) who will be responsible for overseeing the Australian branch operation.
47.         For a foreign ADI or Category C insurer, there must also be a senior manager[8] in Australia responsible for the local operation who is ordinarily resident in Australia. The senior