RBNZ Banking Supervision Handbook: BS14 Corporate Governance¶


Regulator	Reserve Bank of NZ
Jurisdiction	NZ
Status	live
Applicability	Platform

BS14 is the RBNZ Banking Supervision Handbook standard governing corporate governance for locally incorporated registered banks. It defines minimum board composition standards, director independence requirements, and the board's role in overseeing risk, compliance, and the bank's overall soundness. BS14 is referenced in standard conditions of registration.

Key requirements include: a minimum board of five directors with a majority non-executive; at least half the directors (including the chairperson) independent of the parent and major shareholders; board committees for audit and risk as a minimum; board responsibility for risk appetite, internal controls, and sound and prudent management; and RBNZ notification of proposed board composition changes.

BS14 is being superseded by the DTA Governance Standard, which takes effect 1 December 2028. Until that date, BS14 remains the operative governance requirement for registered banks.

Compliance register¶

This register maps every material obligation under BS14 to the platform control or institutional process that satisfies it. It is the static traceability layer for the Totara compliance report — dynamic data (module build status, test evidence, control test dates) is overlaid at runtime.

Scope legend¶

Symbol	Meaning
🤖 Automated	Platform enforces or performs the obligation. Primary control mode is GATE, AUTO, CALC, or ALERT. Human action is not required in the normal case.
📊 Evidenced	Platform captures the evidence trail automatically. Human compliance decision sits on top. Primary control mode is LOG.
🏛 Institutional	Obligation is met by a process entirely outside the platform — board governance, legal, HR. Platform may generate evidence inputs but does not own the process.
N/A	Obligation does not apply to this deployment configuration.

Build legend¶

Symbol	Meaning
✅	Module built and deployed
🔨	Module planned — not yet built (`build_status: Not started`)
❌	Uncontrolled gap — no module attributed

Board composition¶

Ref	Obligation	Scope	Policy	Platform controls	Build
BS14 §4	Maintain a board of at least five directors	🏛 Institutional	GOV-004	Board composition is maintained by the Company Secretary. No platform control.	—
BS14 §4	Majority of directors must be non-executive	🏛 Institutional	GOV-004	Board composition governance is institutional. No platform control.	—
BS14 §4	At least half of directors (including the chairperson) must be independent of the bank's parent and major shareholders	🏛 Institutional	GOV-004	Independence assessment is conducted institutionally (Company Secretary / Legal). No platform control.	—
BS14 §4	Chairperson must be independent; RBNZ non-objection required where the chairperson also sits on a parent board	🏛 Institutional	GOV-004	RBNZ notification and non-objection process is institutional. No platform control.	—
BS14 §5	Notify RBNZ of proposed changes to board composition and obtain non-objection where required	🏛 Institutional	GOV-004	Notification process is institutional (Company Secretary / CEO). No platform control.	—

Board committees¶

Ref	Obligation	Scope	Policy	Platform controls	Build
BS14 §6	Establish a board audit committee with appropriate independence and terms of reference	🏛 Institutional	GOV-006	Board committee structure is institutional. The platform provides audit committee evidence inputs — MOD-036 (LOG) provides data lineage and return audit trails for the audit committee.	🔨
BS14 §6	Establish a board risk committee with appropriate independence and terms of reference	🏛 Institutional	GOV-002	Board committee structure is institutional. MOD-150 (CALC) — RAF dashboard provides the board risk committee's primary risk monitoring data input.	🔨

Board risk oversight¶

Ref	Obligation	Scope	Policy	Platform controls	Build
BS14 §7	Board is responsible for approving risk appetite and risk appetite statement	🏛 Institutional	GOV-002	Risk appetite thresholds are configured in MOD-033 (capital), MOD-032 (liquidity), and MOD-035 (IRRBB). Board approval of the RAF and appetite thresholds is institutional.	🔨
BS14 §7	Board is responsible for overseeing internal controls and the internal audit function	🏛 Institutional	GOV-006	MOD-150 (AUTO) — operational risk register and incident monitoring provide the internal control evidence base; board oversight of these processes is institutional.	🔨
BS14 §7	Board must ensure the bank operates in a sound and prudent manner	🏛 Institutional	GOV-002, GOV-003	MOD-150 (CALC) — RAF dashboard surfaces capital, liquidity, and operational risk metrics for board review; MOD-033 (ALERT) and MOD-032 (ALERT) provide automated breach alerts to the Board Risk Committee.	🔨
BS14 §8	Board is responsible for remuneration policy — align incentives with long-term sound risk management	🏛 Institutional	—	Remuneration policy is entirely institutional (Board Remuneration Committee). No platform control.	—

Director fit and proper¶

Ref	Obligation	Scope	Policy	Platform controls	Build
BS14 §9	Directors and senior managers must meet RBNZ fit and proper requirements	🏛 Institutional	GOV-004	Fit and proper vetting is a human governance and regulatory process. The platform's audit trail provides evidence inputs but does not execute vetting.	—
BS14 §9	Notify RBNZ if a director or senior manager no longer meets fit and proper requirements	🏛 Institutional	GOV-004	Notification process is institutional (CEO / Company Secretary). No platform control.	—

Disclosure of governance¶

Ref	Obligation	Scope	Policy	Platform controls	Build
BS14 §10	Disclose board composition and governance attestations in annual disclosure statements	📊 Evidenced	GOV-004	MOD-036 (AUTO) — annual disclosure statement assembled with governance section; board member details are institutional data inputs. MOD-036 provides the publication infrastructure; attestation text is prepared institutionally.	🔨

Institutional obligations (not platform scope)¶

All BS14 obligations are primarily institutional. The platform provides risk data, monitoring, and disclosure infrastructure, but board governance decisions — composition, committee charters, risk appetite approval, remuneration, and regulatory notifications — are made and recorded by the institution.

Obligation	Owner	Platform evidence input
Board composition and independence assessment	Company Secretary / Board	No platform control
RBNZ non-objection process for director appointments	CEO / Company Secretary	No platform control
Board committee charters (audit, risk, remuneration)	Board	MOD-036 and MOD-150 provide evidence inputs to committee work
Risk appetite statement and RAF approval	Board	MOD-033, MOD-032, MOD-035, MOD-150 provide the RAF data
Director fit and proper vetting and RBNZ notification	CPO / Company Secretary	No platform control
Annual governance attestation in disclosure statement	Board / CFO	MOD-036 provides the disclosure assembly infrastructure

Coverage summary¶

Area	Total obligations	Platform automated 🤖	Platform evidenced 📊	Institutional 🏛	N/A
Board composition	5	0	0	5	0
Board committees	2	0	0	2	0
Board risk oversight	4	0	0	4	0
Director fit and proper	2	0	0	2	0
Governance disclosure	1	0	1	0	0
Total	14	0 (0%)	1 (7%)	13 (93%)	0 (0%)

BS14 is entirely an institutional obligation. The platform provides the risk management and reporting infrastructure that the board uses to discharge its oversight responsibilities, but governance decisions are made by people, not systems. All attributed modules are currently build_status: Not started.

The DTA Governance Standard (effective 1 December 2028) supersedes BS14 — see nz-dta-governance for the forward obligation register.

Policy	Title
GOV-004	Fit & Proper Policy
GOV-006	Internal Audit Policy

See D08 Governance & Accountability for the full risk domain.

Official documentation¶

Policies referencing this standard¶

(None yet)

Compiled 2026-05-22 from source/entities/regulations/nz-bs14.yaml