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Related Party Transactions Policy
Code GOV-009
Domain Governance & Accountability
Owner Company Secretary
Status Draft
Applicability Platform
Jurisdiction NZ + AU
Business domain BD10
Review date 2027-03-25

Purpose

Govern the identification, approval, monitoring, and disclosure of related party transactions to ensure they are conducted on arm's length terms and subject to appropriate Board oversight.

Scope

All transactions, arrangements, and relationships between the platform and its related parties, including directors, officers, major shareholders, and their associates, in NZ and AU.

Policy statements

The platform SHALL maintain a related party register that identifies all related parties of the platform and the nature of each relationship. The register SHALL be updated within five business days of any change and reviewed by the Board annually.

All related party transactions SHALL be conducted on arm's length terms equivalent to those that would apply to a transaction with an independent third party. No related party SHALL receive more favourable terms than those available to comparable customers or counterparties.

Related party transactions above the materiality threshold defined in the policy SHALL require Board approval before execution. The Board SHALL NOT approve a related party transaction where the related party is a director who has declared a conflict of interest — that director SHALL be recused from the decision.

Related party transactions below the Board approval threshold SHALL be approved by the CEO or CFO and reported to the Board at its next meeting.

The platform SHALL disclose related party transactions in its annual accounts in accordance with NZ GAAP / IFRS and applicable AU accounting standards. The external auditor SHALL review related party transaction disclosures.

The platform SHALL notify RBNZ of exposures to related parties that approach or exceed applicable large exposure limits under the Banking (Prudential Supervision) Act 1989 or equivalent AU obligations.

The General Counsel SHALL maintain oversight of the related party transactions policy and report any material related party transactions to the Board Audit Committee at each meeting.

Satisfying modules

Module Name Mode Description
MOD-147 Related party exposure monitor CALC Related party credit exposures are calculated continuously as a percentage of Tier 1 capital and compared against regulatory limits — no manual aggregation required.
MOD-147 Related party exposure monitor ALERT Alerts are generated when any single related party exposure approaches or breaches the DTA limit, giving the board time to act before a breach occurs.

Part of Governance & Accountability · Governance overview Compiled 2026-05-22 from source/entities/policies/GOV-009.yaml