Board Charter¶
| Code | GOV-001 |
| Domain | Governance & Accountability |
| Owner | Company Secretary |
| Status | Draft |
| Applicability | External — Board charter and corporate governance administration are human and legal processes, not system-delivered. Applicable to both the bank entity (Track 1) and the SaaS provider entity (Track 2). |
| Jurisdiction | NZ + AU |
| Business domain | BD10 |
| Review date | 2027-03-25 |
Outside platform boundary
Board charter and corporate governance administration are human and legal processes, not system-delivered. Applicable to both the bank entity (Track 1) and the SaaS provider entity (Track 2).
Regulations: APS 510 · DTA Governance Standard¶
Purpose¶
Govern the Board of Directors' composition, responsibilities, committee structure, and oversight obligations for the platform in NZ and AU.
Scope¶
The Board of Directors and all Board committees of the platform in NZ and AU, including the Board Risk Committee, Board Audit Committee, and any other Board-level committees established by the Board.
Policy statements¶
The Board SHALL adopt and maintain a Board Charter that defines its composition, responsibilities, authority, and operating procedures. The Charter SHALL be reviewed annually by the Board and approved by the Board at the Annual General Meeting.
The Board SHALL consist of a majority of independent non-executive directors. The definition of independence SHALL be consistent with the requirements of APRA APS 510 and applicable NZ governance standards. The Board SHALL assess director independence annually.
The Board SHALL establish and maintain a Board Risk Committee and a Board Audit Committee. Each committee SHALL have a written charter defining its membership, responsibilities, quorum requirements, and reporting obligations to the full Board.
The Board SHALL meet at a frequency sufficient to discharge its oversight obligations, and no less than six times per year. A formal agenda, papers, and minutes SHALL be maintained for each Board meeting.
The Board SHALL approve the strategic plan, annual operating plan, and capital plan of the platform. Material deviations from approved plans SHALL be reported to the Board promptly.
The Board SHALL oversee the platform's compliance with all applicable regulatory obligations. The Chief Compliance Officer SHALL report to the Board no less than annually on the state of regulatory compliance and any material compliance risks.
The Board SHALL appoint the CEO and shall annually review and approve the CEO's performance objectives and remuneration. The Board SHALL maintain succession plans for the CEO and other key executive positions.
Board members SHALL undertake induction on appointment and ongoing development to maintain the skills and knowledge required to discharge their responsibilities effectively.
Satisfying modules¶
| Module | Name | Mode | Description |
|---|---|---|---|
| MOD-118 | Member equity and share registry | LOG |
All share transactions, dividend declarations, and member register changes are logged as immutable governance events for board and regulatory review. |
| MOD-131 | Mutual governance and AGM administration | AUTO |
AGM notice, agenda, and proxy voting processes are delivered through a governed workflow that ensures all members on the register receive notice within the statutory timeframe and that quorum calculations are based on the live member register from MOD-118. |
Part of Governance & Accountability · Governance overview
Compiled 2026-05-22 from source/entities/policies/GOV-001.yaml