Document ID: chunk:federal_register_of_legislation:F2024L00637:body:0:p3
Version: federal_register_of_legislation:F2024L00637
Segment Type: other
Provision Reference: 
Character Range: 5566–8616

the RSE licensee holds the position of chairperson on that board committee.
12.         Senior management of an RSE licensee must be ordinarily resident in Australia.
13.         Directors and senior management of an RSE licensee must be available to meet with APRA on request.
14.         The Board must provide the RSE auditor and the RSE actuary, as relevant, with the opportunity to raise matters directly with the Board.

RSE licensees that are part of a corporate group[7]
15.         Where an RSE licensee is part of a corporate group, and the RSE licensee utilises group policies or functions, the Board must approve the use of group policies and functions and must ensure that these policies and functions give appropriate regard to the RSE licensee's business operations and its specific requirements.

Governance framework
16.         An RSE licensee must at all times have a governance framework that sets out how the Board oversees and exercises its authority in relation to the business operations of the RSE licensee and which encompasses the totality of systems, structures, policies, processes and people within an RSE licensee's business operations.[8]
17.         The Board is ultimately responsible for the establishment, implementation and oversight of the governance framework.
18.         An RSE licensee's governance framework must, at a minimum, include:
(a)          a formal charter that sets out the roles, responsibilities and objectives of the Board;
(b)          the Board's policy in relation to voting rights and procedures for the decisions of the Board;
(c)          the Board's policies on:
(i)            the size and composition of the Board and any Board committees[9];
(ii)         Board renewal;
(iii)       the nomination, appointment and removal of directors, including defined director terms in office and maximum tenure periods[10];
(d)          the RSE licensee's policies and processes:
(i)            to manage risks relating to fitness and propriety of responsible persons[11]; and
(ii)         relating to the management of conflicts[12]; and
(e)          a review process to ensure that the governance framework remains effective.

Board composition
19.         The chairperson of the Board must be a director of the RSE licensee.
20.         A majority of directors of an RSE licensee must be ordinarily resident in Australia.

Board performance assessment
21.         The Board 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
22.         The Board 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.

Board nomination, appointment and removal
23.         The Board must establish and implement policies and processes for the