Banking (prudential standard) determination No. 2 of 2006 - Prudential Standard APS 510 - Governance
Regulated institutions that are subsidiaRegulated institutions that are subsidiaries of other APRA-regulated institutions or overseas equivalents
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Regulated institutions that are subsidiaries of other APRA-regulated institutions or overseas equivalents
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For a regulated institution that is a subsidiary of another APRA-regulated institution or an overseas equivalent, the Board of the regulated institution must have a majority of non-executive directors, but these non-executive directors need not all be independent. They can include Board members or senior management of the parent company or its subsidiaries, but not executives of the regulated institution or its subsidiaries.
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A regulated institution to which paragraph 27 applies will be required to have, at a minimum, two independent directors, in addition to an independent chairperson, where the Board has up to seven members. Where the Board has more than seven members, the regulated institution will be required to have at least three independent directors, in addition to an independent chairperson.
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For the purposes of meeting the requirements in paragraph 28, the independent directors on the Board of the parent company or its other subsidiaries can also sit as independent directors on the Board of the regulated institution.