Financial Sector (Shareholdings) determination No. 1 of 2019

Several defined concepts determine how the Rules operate and create measurement and reporting consistencies.

• Holder of an approval: defined as a person granted approval under paragraph 14(1)(b) of the Act to hold a stake of more than 20% in a financial sector company (Interpretation, Rule 5). The Rules apply to such holders both at application stage and in ongoing yearly reporting (Rule 12).
• Stake, associate and direct control interest: the Rules rely on definitions contained in Schedule 1 clause 2 of the Act (Interpretation, Rule 5). The instrument does not redefine these terms; users must refer to the Act and its Schedule for the precise legal meanings.
• Assets threshold and total resident assets: the Rules use the term assets threshold as defined in section 3 of the Act (Interpretation, Rule 5, and Rule 12(a)). The Rules prescribe how to measure total resident assets for different types of financial sector companies, by reference to APRA Reporting Standards:
  • ADIs that are credit unions, building societies or PPF providers: use Reporting Standard ARS 323.0 for total assets (Rule 8).
  • Other ADIs: use Reporting Standard ARS 320.0 (Rule 9).
  • General insurers: use Reporting Standard GRS 300.0 (Rule 10).
  • Life companies: use Reporting Standard LRS 300.0 (Rule 11). These linkages mean that the accounting and residency rules embedded in APRA’s reporting standards determine whether a company has crossed asset thresholds that trigger different regulatory consequences under the Act.
• Fit and proper test (prescribed matters): Rule 7 lists specific factors APRA must consider in determining fitness and propriety under subsection 14A(2) of the Act. The list includes honesty, integrity and reputation; competence and capability relative to control or influence; financial soundness; conflicts of interest; reasonable grounds to suspect financial crime; adverse impact on the company’s prudential compliance and APRA’s supervision; corporate applicant considerations (fitness of directors and CEO); and susceptibility to influence by person(s) who are not fit and proper.
• Yearly report of prudential information: Rule 12 prescribes the minimum content of the yearly report that a holder must supply under paragraph 16A(5)(b) of the Act. The items are: (a) known information showing total resident assets has exceeded or is likely to exceed the assets threshold; (b) the holder’s direct control interest and stake as at the end of the most recent expired financial year; (c) for corporate holders, changes to directors and CEO or equivalents; and (d) subject to Rule 13, a specified CEO attestation on fitness, financial position, legal actions/investigations, and, if a company, fitness of directors/CEO. Rule 13 requires that where the holder is a company, the attestation be made by its CEO or equivalent.

Two structural features are important. First, Rule 2 emphasises that the Rules prescribe matters APRA must consider but do not limit APRA’s discretion to consider other matters. Second, Rule 6 makes the definitions dynamic by linking to Acts and Reporting Standards as in force from time to time, so changes to any of those external instruments will alter calculation and application here without amending the Rules.

The Rules create obligations and considerations that fall on a narrow, identifiable group and impose informational burdens that flow through to a wider set of actors.

Primary persons affected

• Applicants seeking APRA approval to hold a stake of more than 20% in a financial sector company under paragraph 14(1)(b) of the Act (Rule 1). They must prepare material addressing Rule 7 matters at application and supply ongoing reports described in Rule 12.
• Holders of approvals (once approval is granted) have recurring reporting duties: they must provide the yearly report of prudential information containing the items listed in Rule 12, and, if a company, the CEO must sign the attestation (Rule 13).
• Relevant licensed companies, meaning the company to which subsection 14A(3) or (4) applied when granting approval, are affected indirectly because APRA’s consideration under Rule 7 includes whether the person’s control would negatively impact the company’s willingness and ability to comply with prudential requirements and APRA’s ability to supervise (Rule 7(f)).

Secondary and consequentially affected parties

• Directors and chief executive officers of corporate applicants or holders: Rule 7(g) requires APRA to consider whether each director and CEO would be fit and proper if the applicant is a company; Rule 12(c) requires the holder to report changes to these individuals; Rule 12(d)(iv) requires the holder to attest there are no concerns or material change to their fitness.
• ADIs and insurers of various types are affected because total resident assets calculations differ by business type and tie into reporting processes (Rules 8-11). The specific subcategories are credit unions, building societies, PPF providers, other ADIs, general insurers and life companies (Interpretation, Rule 5; Rules 8-11).
• APRA itself is affected operationally, because the Rules standardise matters APRA must consider and the information it will receive annually from holders, and because APRA is the body making the Rules under s45A(1) (introductory paragraphs).
• Other regulators and agencies: the instrument explicitly recommends applicants consider raising the application or providing information to the ATO, ASIC, ACCC and FIRB (Introduction Note). While the Rules do not impose legal duties to notify those agencies, in practice applicants are encouraged to coordinate with them.

Who does not fall within these Rules

• Minority shareholders or persons proposing shareholdings below the 20% threshold covered by paragraph 14(1)(b) are outside the direct scope of these particular Rules, though other parts of the Act and other regulatory regimes may apply.

Concentrated benefits and diffuse costs

• The Rules concentrate operational clarity and enhanced information flows to APRA and thereby benefit APRA’s supervisory capacity. The costs are diffuse but concrete: prospective holders must collect and certify information, perform due diligence on fitness and financial crime, and for corporate holders procure CEO attestations and report changes to senior management. The Rules shift compliance work onto applicants and holders, while centralising assessment discretion with APRA.

The Rules impose specified duties and identify matters APRA must consider, but they do not create standalone rights or a full compliance code; instead they sit inside the Act’s approval and reporting framework.

Duties on APRA

• Consideration duty: For the purposes of subsection 14A(2) of the Act, APRA must consider the matters listed in Rule 7 when determining whether a person is fit and proper for paragraphs 14A(1)(a) and 18(1)(d) (Rule 7). That is a directive to ensure these enumerated factors are part of the assessment process. The Rules do not limit APRA from considering other matters (Rule 2).
• Use of reporting standards: APRA has prescribed which reporting standard determines total resident assets for different classes of firms (Rules 8-11). That gives APRA a consistent measurement basis it will expect applicants and holders to follow.

Duties on applicants and holders

• Pre‑application engagement encouraged: Applicants are encouraged to discuss proposed shareholdings with APRA and may use forms APRA places on its website (Introduction Note). This is procedural guidance rather than a legal duty, but it signals expected practice.
• Reporting duty: A holder of an approval must supply a yearly report of prudential information to APRA under subsection 16A(4). Rule 12 prescribes the information that must be included in that yearly report for the purposes of paragraph 16A(5)(b) of the Act. The list includes disclosure of any information indicating the relevant licensed company has exceeded (or is likely to exceed) the assets threshold, disclosure of the amount of direct control interest and stake as at the end of the most recent expired financial year, notification of changes to directors/CEO (for corporate holders), and an attestation addressing fitness, financial deterioration, legal action/investigation, and director/CEO fitness (Rule 12).
• Attestation duty: Corporate holders must have the attestation in Rule 12 made by their chief executive officer or equivalent (Rule 13). The attestation must affirm the specific items in Rule 12(d)(i)-(iv).
• Use of reporting standards for asset calculation: Holders and relevant licensed companies must measure total resident assets in the way prescribed by Rules 8-11 when determining whether assets thresholds have been reached.

Rights and procedural limits

• No right to a prescribed outcome: The Rules prescribe considerations and reporting content; they do not provide applicants a right to approval. The Rules also explicitly do not limit APRA’s ability to look at additional matters (Rule 2).
• Dynamic references: Rule 6 provides that references to Acts and Reporting Standards are to instruments as in force from time to time, so applicants and holders have a right to rely on the current versions but should monitor for changes.

Practical consequences of duties

• The Rules convert qualitative factors such as honesty and reputation into matters APRA must consider; they therefore require applicants to collect evidence that addresses those factors. Corporate applicants will need to supply board and executive credentials and be prepared for CEO attestations. Reporting in accordance with APRA’s reporting standards will require coordination between finance and compliance teams to produce the required total resident assets calculations.

The Rules themselves do not set out explicit penalties or enforcement mechanisms within their text. They prescribe matters to be considered by APRA and the information that must be contained in the yearly prudential report, but they do not create standalone civil or criminal penalties, nor do they specify enforcement processes or sanctions in the document provided.

How enforcement is expected to be effected

• The Rules operate inside the framework of the Financial Sector (Shareholdings) Act 1998. Any consequences of non‑compliance with the reporting obligations or of a false attestation would therefore be driven by the enforcement powers and sanctions contained in the parent Act and other laws. The Rules make repeated reference to the Act (for example, their making under subsection 45A(1) and application to subsection 14A(2), subsection 14A(5) and paragraph 16A(5)(b) of the Act). To understand sanctions that attach to failure to comply with the yearly report or to misrepresentations, readers must consult the enforcement provisions contained in the Act itself and any relevant civil or criminal statutes.
• Administrative consequences: While the Rules do not themselves specify actions APRA may take for non‑compliance, the practical regulatory context is that failure to provide required prudential information or discovery of fitness‑and‑propriety issues identified through the report may prompt APRA supervisory action under the Act, or could affect continued validity of approvals under paragraph 14(1)(b). The Rules make APRA’s information needs explicit, and absence of required disclosures is likely to influence APRA’s assessment and supervisory posture.

Gaps and implementation risk

• Absence of express penalties in the Rules means the Rules rely on the Act for enforcement. Users should not assume the Rules alone create new civil or criminal liability. Instead, the operational risk for applicants and holders is supervisory: incomplete or misleading reporting will influence APRA’s decisions about approvals and conditions, and such decisions may in turn trigger statutory remedies in the Act.
• Attestation risk: Rule 12(d) requires an affirmation about legal actions or investigations that could question fitness. If a corporate holder’s CEO signs an attestation that is false or incomplete, enforcement or civil consequences (for example, due to misleading statements) would need to be traced to the Act or other statutes; practitioners should therefore treat the attestation as a high‑risk compliance point and verify facts before signing.

Bottom line on enforcement

• The Rules prescribe duties but do not themselves prescribe sanctions. Compliance risk therefore centres on APRA’s broader supervisory and statutory powers under the Financial Sector (Shareholdings) Act 1998 and any connected instruments. Practitioners must map the Rules’ information and attestation requirements back to the Act to determine explicit legal consequences for non‑compliance.

The Rules are purposefully drafted to sit within and interact with several existing regulatory and reporting frameworks. They are not standalone; they map APRA’s assessment and reporting expectations onto other instruments.

Direct reference points within financial regulation

• Financial Sector (Shareholdings) Act 1998: The Rules are made under subsection 45A(1) of the Act and expressly apply to approvals under paragraph 14(1)(b) and assessments under subsection 14A(2), the definition of total resident assets under subsection 14A(5), and yearly reporting under paragraph 16A(5)(b) (Introduction, Rules 1-4). The Rules thus operate as subordinate material clarifying how the Act’s provisions are to be applied by APRA.
• APRA Reporting Standards: The Rules tie the measurement of total resident assets to specific APRA Reporting Standards:
  • ARS 323.0 for credit unions, building societies, PPF providers (Rule 8).
  • ARS 320.0 for other ADIs (Rule 9).
  • GRS 300.0 for general insurers (Rule 10).
  • LRS 300.0 for life companies (Rule 11). Those links import the accounting and residency measurement rules contained in APRA’s reporting framework into the operation of the Shareholdings Act. Any update to those reporting standards (Rule 6) will change the calculation without amending the Rules.

Other statutes and regulatory agencies

• Banking Act 1959, Insurance Act 1973, Life Insurance Act 1995, Payment Systems (Regulation) Act 1998: The Rules reference definitions in those Acts to classify entities (Interpretation, Rule 5). For example, ADI is defined by reference to the Banking Act; general insurer refers to the Insurance Act; life company to the Life Insurance Act; purchased payment facility to the Payment Systems (Regulation) Act. This means that the classification of a financial sector company for the purposes of choosing the correct reporting standard depends on definitions in those pieces of legislation.
• Other regulators (ATO, ASIC, ACCC, FIRB): The instrument’s practical note explicitly recommends applicants consider raising the proposed stake with those agencies (Introduction Note). This is procedural guidance that recognises other statutory regimes may engage: taxation (ATO), corporate disclosure and market conduct (ASIC), competition implications (ACCC), and foreign investment controls (FIRB). The Rules themselves do not create statutory duties vis‑à‑vis those agencies; however, coordinated regulatory engagement will often be necessary in practice.

Administrative law and attestations

• CEOs’ attestations required by Rule 12(d) and Rule 13 interact with directors’ and officers’ legal duties under corporations law and with general obligations against misleading statements. While the Rules do not reference the Corporations Act, corporate officers should be mindful that a CEO attestation made in compliance with Rule 13 sits alongside statutory duties to not make false statements and to discharge duties of care and diligence.

Practical cross‑regulatory effects

• Measurement alignment reduces disputes over when an asset threshold has been crossed, because the calculation is linked to APRA’s own reporting metrics. However, because the reporting standards themselves may change (Rule 6), cross‑regulatory coordination is required where other agencies rely on different metrics or definitions.
• The Rules put APRA’s fitness‑and‑propriety expectations into the shareholdings approvals process, which can interact with foreign investment scrutiny and competition review. Applicants should therefore expect concurrent or sequential engagement across multiple regulators.

The document provided is the Financial Sector (Shareholdings) Rules 2019 made under subsection 45A(1) of the Financial Sector (Shareholdings) Act 1998 and effected by Financial Sector (Shareholdings) determination No. 1 of 2019, signed by Wayne Byres, Chair of APRA, on 18 August 2019 (introductory material). The instrument states it commences on the day it is registered on the Federal Register of Legislation.

What the provided text records about amendment history

• Creation date and maker: This Determination was made on 18 August 2019 by the APRA Chair pursuant to s45A(1) of the Act (introductory paragraphs). The text of the Rules follows in a Schedule to that Determination.
• Commencement: The instrument states it commences on the day it is registered on the Federal Register of Legislation (introductory paragraph). No other commencement stagger or transitional arrangements are contained in the text supplied.

What is not present in the supplied text

• The supplied text does not include any subsequent amendments, revocations, or replacement instruments. It also does not include any historical versions or earlier rule‑making of the same subject matter. The Rules themselves state dynamic references to other Acts and Reporting Standards as in force from time to time (Rule 6), but do not document tracking of amendments to those external instruments within this Determination.
• There are no recorded historical annotations, schedules of repeal, or notes of prior statutory instruments in the body of the provided Rules.

Practical implication

• Practitioners should treat this instrument as the 2019 iteration of APRA’s Rules on shareholdings and must check the Federal Register of Legislation and APRA’s website for any subsequent amendments, replacements, or related determination instruments that post‑date 18 August 2019. Because Rule 6 imports standards “as in force from time to time,” subsequent amendments to APRA Reporting Standards or the cited Acts will affect operation without amending the Rules themselves; users should therefore maintain vigilance for changes in both APRA reporting standards and the parent legislation.

The Rules text supplied contains no reference to litigation, court decisions, appeals, or administrative review decisions arising from these Rules or their application. The instrument does not name any cases, nor does it cite judicial interpretations or disputes.

What this means for practitioners

• There is no litigation history recorded in the provided Rules. Consequently, there is no established body of judicial interpretation specific to these Rules available within the text supplied. Users should not assume settled case law on interpretive points arising from the Rules based on this document alone.
• Where interpretive or enforcement questions arise in practice (for example, the scope of APRA’s consideration under Rule 7 or the precise application of reporting standards to measure total resident assets under Rules 8-11), these questions would be resolved through administrative decision‑making or, if litigated, by courts or tribunals. Because the Rules are subordinate to the Act, judicial review may be available on administrative law grounds where actions under the Act or rules are challenged, but the supplied text contains no direct references to any such proceedings.

Recommended next steps for researching litigation

• To identify any case law or administrative rulings that interpret these Rules or the Act’s approval and reporting provisions, practitioners must search court and tribunal records, APRA decisions or published determinations, and legal databases. The absence of litigation history in the Rules does not mean the Rules are immune to legal challenge; it only means no cases are recorded in this instrument.

The Rules appear straightforward, but they contain several practical traps and points where small technical misunderstandings can have material consequences.

1. The Rules apply only to approvals under paragraph 14(1)(b) (stakes more than 20%): Rule 1. If an investor proposes a different form of shareholding or a stake below the 20% threshold, these Rules will not prescribe the same considerations or reporting. Practitioners must check which part of the Act governs the transaction before assuming these Rules apply.

2. Dynamic definitions can change outcomes: Rule 6 states references to Acts and Reporting Standards are to those instruments as in force from time to time. That means the reporting metric that defines total resident assets can change without changing the Rules, because an amendment to ARS/GRS/LRS or the underlying Acts will alter computation. Parties must monitor those standards and the parent Acts for amendments.

3. Different reporting standards by entity type: Rules 8-11 apply different reporting standards for different entity classes. Misclassification of a firm (for example treating a locally incorporated ADI as a non‑licensed ADI) will lead to using the wrong reporting standard and may misstate total resident assets. Confirm the entity type against the Banking Act, Insurance Act or Life Insurance Act definitions (Interpretation, Rule 5).

4. Timing of the stake and control measurements: Rule 12(b) requires reporting of direct control interest and stake as at the end of the most recent expired financial year. This is an end‑of‑year snapshot requirement, which may understate or misalign with current holdings if the holder’s stake has changed since the financial year end. Practitioners should prepare to reconcile year‑end figures with current positions and explain material movements to APRA.

5. CEO attestation is a high‑risk compliance point: For corporate holders, Rule 13 requires the attestation under Rule 12 be made by the chief executive officer or equivalent, and Rule 12(d) prescribes detailed attestations about fitness, financial deterioration and legal actions. Corporate CEOs should be advised that signing such attestations carries reputational and legal risk; boards need to verify facts and maintain supporting documentation.

6. The Rules do not limit APRA’s discretion: Rule 2 expressly states the Rules do not limit the matters APRA may consider. Thus even if an applicant satisfies each prescribed factor, APRA may still take other considerations into account. Applicants should not treat the list in Rule 7 as a safe harbour.

7. “Reasonable grounds for suspecting” financial crime: Rule 7(e) asks whether there are reasonable grounds to suspect the person has committed, or is at risk of committing, financial crime including money laundering or terrorism financing. This is a predicate that can draw on multiple information sources and may require applicants to undertake enhanced due diligence or provide criminal records checks, AML/KYC material and source‑of‑fund documentation.

8. Influence by others is a specific concern: Rule 7(h) requires APRA to consider whether the person could be influenced by another person who is not fit and proper. This extends scrutiny beyond the immediate applicant to potential controllers or beneficial owners, which complicates ownership structures involving trusts, consortiums or nominee arrangements.

9. No explicit sanctions in the Rules: The absence of explicit penalties in the Rules themselves (see Penalties and enforcement section) means the consequences of non‑compliance flow from the Act. Practitioners must map any failure to the Act and to other statutes; do not assume the Rules provide the enforcement framework in isolation.

10. Multiple regulator touchpoints: The Notes in the Introduction recommend applicants consider interaction with ATO, ASIC, ACCC and FIRB. Failure to notify or consult these bodies where their regimes are engaged creates separate compliance risks beyond APRA’s framework.

11. Narrow scope of the attestation content: The attestation in Rule 12(d) is detailed but focused on the most recent expired financial year. Significant events that occur after the year end but before filing the report may nevertheless be material; the Rules require disclosure of information known to the holder that reveals assets have exceeded or are likely to exceed the threshold (Rule 12(a)), suggesting that contingent or post‑year‑end material should be reported where known.

12. Use of APRA forms: The Introduction Note indicates APRA may make available a form to assist applicants. Failing to use APRA’s preferred form (where one exists) could create practical friction and delay; practitioners should check APRA’s website for any forms and guidance.

The Rules set out discrete, actionable steps for applicants and holders. The following practical compliance checklist translates the Rules into a sequence of tasks and internal controls.

Pre‑application and due diligence

1. Early engagement with APRA: Take up APRA’s invitation to discuss the proposed shareholding before lodging a formal application (Introduction Note). Seek any APRA guidance forms that may be available on APRA’s website and request clarification on expectations for documentary evidence.
2. Coordinate with other regulators: Assess whether the ATO, ASIC, ACCC or FIRB need to be notified or consulted and initiate those processes concurrently if necessary (Introduction Note). Map legal and regulatory timelines to ensure approvals and notifications do not inadvertently block each other.
3. Ownership and influence mapping: Prepare a full ownership and influence map including beneficial owners, nominee arrangements, and potential controllers. Because Rule 7(h) requires APRA to consider potential influence by third parties, identify any persons who could exercise material influence and collect evidence of their fitness and propriety.
4. AML/KYC and source of funds: Assemble AML/KYC files and source‑of‑fund documentation, and conduct searches for adverse media and regulatory or criminal records. Rule 7(e) requires APRA to consider reasonable grounds for suspecting financial crime, so rigorous AML documentation reduces risk of adverse fitness assessments.

Application materials addressing Rule 7 (fitness and propriety) 5. Honesty, integrity and reputation: Compile public records, references, and compliance histories demonstrating the applicant’s reputation (Rule 7(a)). Disclose any adverse findings proactively. 6. Competence and capability: Provide CVs, governance arrangements, and evidence of relevant experience, with attention to the degree of control or influence the person will have over the financial sector company (Rule 7(b)). 7. Financial soundness: Supply audited financial statements, capital adequacy information, liquidity metrics, and forward projections to evidence financial capacity to hold and exercise significant stakes (Rule 7(c)). 8. Conflicts of interest: Identify and document any conflicts that may give rise to material risks under Rule 7(d), and describe mitigation measures and governance controls. 9. Prudential compliance and supervision implications: Explain how the person’s ownership would affect the financial sector company’s ability and willingness to comply with prudential requirements and APRA’s ability to supervise (Rule 7(f)). Provide proposed governance arrangements, observer rights, board composition and information flows to APRA where relevant. 10. Corporate applicants’ officers: For corporate applicants, demonstrate the fitness and propriety of each director and the chief executive officer or equivalents, anticipating Rule 7(g) scrutiny.

Establish reporting systems for total resident assets 11. Identify applicable reporting standard: Determine whether the relevant licensed company is a credit union/building society/PPF provider (ARS 323.0), other ADI (ARS 320.0), general insurer (GRS 300.0) or life company (LRS 300.0) and adopt the appropriate reporting standard for total resident assets calculation (Rules 8-11). 12. Implement accounting and residency procedures consistent with the chosen reporting standard. Ensure finance and actuarial teams know the appropriate standard and maintain reconciliations that align to APRA reporting templates.

Yearly report preparation and attestation (Rule 12) 13. Timely monitoring of asset thresholds: Maintain a monitoring schedule to identify whether total resident assets have exceeded or are likely to exceed the assets threshold (Rule 12(a)). Because the threshold reference comes from section 3 of the Act, confirm the current threshold amount and measurement basis. 14. Prepare year‑end snapshot of the stake and direct control interest: Calculate and document the holder’s direct control interest and stake as at the end of the most recent expired financial year, ready for inclusion in the yearly prudential report (Rule 12(b)). Keep reconciliations showing how those figures were derived. 15. Corporate changes disclosure: For corporate holders, track and report any changes to directors and CEO or equivalent persons (Rule 12(c)). Update governance records and ensure timely board minutes documenting changes. 16. Attestation process: Build internal verification procedures and sign‑off cascades to support the attestation required by Rule 12(d). For corporate holders, the CEO or equivalent must sign the attestation (Rule 13). The attestation must cover: - No material change to the holder’s fitness and propriety (Rule 12(d)(i)). - No significant deterioration in the holder’s financial position (Rule 12(d)(ii)). - The holder is not and has not been subject to legal action or investigation that might question fitness (Rule 12(d)(iii)). - For corporate holders, no concerns about and no material change to the fitness and propriety of any directors and the CEO (Rule 12(d)(iv)). 17. Evidence and record retention: Maintain underlying documents that support the attestation and disclosures, including board minutes, legal files about investigations, audited financial statements, and AML/KYC files. Given the attestation risk, be prepared to produce supporting materials if APRA requests them.

Ongoing compliance and change management 18. Update practices for changes to reporting standards and law: Because Rule 6 imports Acts and Reporting Standards as in force from time to time, maintain legal and regulatory monitoring to capture changes to APRA reporting standards or the definitions in the Banking, Insurance, Life Insurance and Payment Systems Acts that could change which reporting standard applies or the measurement outcome. 19. Internal governance: Adopt a compliance calendar to coordinate APRA reporting deadlines, CEO attestations, board approvals and cross‑regulatory notifications. Ensure the legal team reviews any public statements regarding the stake to avoid creating misleading representations. 20. Contingency planning: If the relevant licensed company’s total resident assets approach or exceed the assets threshold, be ready to disclose that fact pursuant to Rule 12(a), and plan any corporate actions that APRA might require, including potential conditions on approvals or additional reporting.

Practical final point

• Treat the Rules as setting minimum, APRA‑prescribed informational and attestation requirements that must be integrated into a wider corporate and regulatory compliance plan. Because APRA retains discretion beyond the listed matters (Rule 2), aim for transparency, comprehensive documentation and early engagement with APRA and other relevant regulators.