The Prudential Standard organises its requirements around a small number of recurrent governance concepts that determine who decides, who pays for compliance and how APRA supervises RSE licensees.

1. Board primacy and accountability. The Board is “ultimately responsible for the sound and prudent management” of the RSE licensee’s business operations (s 8). The Board may delegate, but must document delegations and monitor their exercise; delegations do not remove Board responsibility (s 9). This allocates decision-making power to the Board while placing the compliance burden for delegation oversight on the Board.

2. Skills‑based composition. The Board must ensure that directors and senior management collectively have the full range of skills to manage the RSE licensee’s risks and obligations (s 10). The Standard permits external expertise to be engaged, but the Board must retain sufficient in‑house skills to understand risks (s 10).

3. Local presence and availability. Senior management must be ordinarily resident in Australia (s 12). A majority of directors must be ordinarily resident in Australia (s 20). Directors and senior management must be available to meet APRA on request (s 13). The requirement shifts location and travel costs onto licensees and may affect corporate group design and offshore outsourcing.

4. Formal governance framework. The RSE must have a documented governance framework that encompasses systems, structures, policies, processes and people (s 16), with minimum prescribed elements (s 18). This creates a compliance checklist that must be maintained and reviewed (s 18(e)).

5. Board renewal, nomination and tenure controls. The Standard requires a formal renewal policy and processes for nomination, appointment, re‑appointment and removal of directors, including term lengths and maximum tenure (s 22-23). These mechanisms impose transaction costs when recruiting and replacing directors and are targeted to mitigate entrenchment risk.

6. Audit architecture and independence. A Board Audit Committee with at least three non‑executive directors and clear mandates is required (s 24-36). Internal audit must be independent and adequately resourced, with outsourced arrangements requiring compliance with SPS 231 (s 37-38). Auditor independence rules echo the Corporations Act and APES 110 and require declarations and cooling‑off periods for auditors moving into management/director roles (s 39-46). The Standard creates overlapping checks (audit committee oversight, internal audit independence, external audit independence) aimed at integrity of financial and prudential reporting.

7. Information flow to supervisor. The Standard removes contractual impediments to persons providing information to APRA and obliges the RSE to ensure policies and contracts do not deter communications with APRA (s 48-49). This reduces legal friction that could otherwise block supervisory information flow.

8. APRA discretion and transitional relief. APRA can approve alternatives (s 37), adjust or exclude requirements in relation to specific RSEs (s 50), and can grant exemptions to specified auditor rotation limits (s 46). The Standard therefore combines prescriptive baseline rules with supervisory flexibility.

Each of these concepts is operationalised through specific sections in the Standard. The Standard references, but does not restate, definitions or requirements from RSE licensee law, the Corporations Act and APES 110; compliance therefore involves cross‑checking those instruments (s 5, s 39-41).

The Standard applies to all RSE licensees under the SIS Act (s 2-3). That primary obligation cascades to a defined set of actors and service providers:

• Boards of RSE licensees. The Board carries ultimate responsibility for governance, documentational requirements for delegations, ensuring the Board’s skill mix and establishing renewal, nomination and removal policies (s 8-11, s 16-23). Boards also must ensure group policies used by the RSE are approved and tailored to RSE needs (s 15).

• Directors. Specific requirements target directors: the chair must be a director (s 19); a majority of directors must be resident in Australia (s 20); procedures for performance assessment must include individual director reviews at least annually (s 21); tenure and appointment processes must be implemented (s 23).

• Senior management. Senior managers must be ordinarily resident in Australia (s 12) and available to meet APRA (s 13). The Board is responsible for ensuring senior management together has the necessary capabilities (s 10).

• Audit committee members. The Board Audit Committee must have at least three non‑executive members and carry out detailed oversight tasks (s 24-36). Members must be available to meet APRA (s 34) and must have unfettered access to auditors and actuaries (s 32-36).

• Internal auditors and external auditors (RSE auditor). The Standard imposes requirements around internal audit independence and resourcing (s 37-38) and on external auditor independence, declarations and cooling‑off rules (s 39-46). Auditors and actuaries have a right to raise matters directly with the Board (s 14) and to be invited to audit committee meetings (s 35).

• RSE actuaries. The actuary cannot be employed by the same firm or related firms as the RSE auditor (s 47) and must be given opportunity to raise matters with the Board (s 14, s 35).

• Employees, contractors and professional service providers. The Standard expressly prevents confidentiality clauses or other contractual arrangements from impeding communication with APRA (s 48-49). That alters contract drafting obligations across service providers to RSEs and may increase reporting obligations for those parties.

• Corporate groups. Where an RSE is part of a corporate group and uses group policies or functions, the Board must approve their use and ensure they are appropriately tailored to the RSE (s 15). This affects parent companies and shared service centres that provide policy or operational services.

• APRA. The supervisor retains powers to approve alternative arrangements (s 37), adjust or exclude specific Standard requirements per RSE (s 50), and to be engaged directly by directors, management and auditors.

Who pays and bears the cost: compliance costs (documenting governance, staffing to meet residency/availability requirements, building and resourcing internal audit, rotating auditors, and modifying employment and service agreements to permit APRA disclosures) are borne by RSE licensees. Group parents may bear additional costs when restructures are required to meet residency or independence rules, or when group policies need tailoring. Audit firms face rotation and cooling‑off implications that affect staffing and client portfolios.

This section lists the operative duties created by the Standard and the rights it recognises or creates, with the precise source in the text.

Board duties and duties about delegation

• Ultimate responsibility for sound and prudent management of the RSE licensee’s business operations rests with the Board (s 8).
• The Board may delegate authority to management, but delegations must be clearly set out and documented and monitored; delegation does not abrogate Board responsibility (s 9).
• The Board must ensure directors and senior management collectively have the skills to prudently operate the RSE, including understanding legal and prudential risks (s 10).
• The Board must ensure that when a board committee has potential material impact on beneficiaries or long‑term financial soundness, only a director may chair that committee (s 11).
• The Board must approve and tailor group policies and functions used by the RSE licensee (s 15).

Governance framework duties

• Maintain a governance framework that encompasses systems, structures, policies, processes and people for overseeing the RSE’s business operations (s 16-17).
• The governance framework must include a Board charter, voting policies, policies on Board size/composition, renewal, nomination/appointment/removal procedures with defined terms and maximum tenure, processes to manage fitness and propriety risks and conflicts, and a review process (s 18(a)-(e)).

Board composition and performance duties

• The chairperson must be a director (s 19).
• A majority of directors must be ordinarily resident in Australia (s 20).
• The Board must assess its own performance and that of individual directors at least annually (s 21).
• The Board must have a formal renewal policy (s 22).
• Policies and processes for director nomination, appointment and removal must address term length, maximum tenure, vacancy management (including Part 9 SIS Act obligations where applicable), nomination processes, suitability assessments (including independence), appointment procedure, re‑appointment criteria and dispute resolution (s 23(a)-(j)).

Audit committee and audit duties

• Maintain a Board Audit Committee to assist with objective non‑executive review of financial reporting and risk management, unless another committee carries out risk management (s 24).
• The Committee must have sufficient powers and at least three non‑executive directors, and the Board chair can sit but cannot chair unless they are the only independent director (s 25-27).
• The Committee’s charter must cover APRA statutory reporting, financial reporting, accounting requirements, internal and external audit, and appointment of auditors and internal audit (s 28).
• The Committee must regularly review audit plans and findings and ensure remedial actions are timely (s 29-30, s 33).
• Members must have unfettered access to senior management, internal audit, heads of risk, RSE auditor and RSE actuary (s 32). They must also be available to meet APRA (s 34) and invite auditors/actuaries to meetings (s 35).

Internal audit duties

• Maintain an independent and adequately resourced internal audit function (s 37).
• Internal audit may be outsourced only where the outsourcing agreement meets SPS 231 requirements (s 37).
• Internal audit objectives must include evaluation of the adequacy and effectiveness of financial and risk management frameworks and must have unfettered access to all business lines/support functions (s 38).

Auditor independence duties and limits

• The RSE auditor must be independent; the Board must take steps to satisfy itself the auditor is independent and not conflicted (s 39-40).
• The RSE licensee must obtain a declaration from the lead auditor that they are independent in appearance and fact, have no conflicts, and know of nothing that could compromise independence (s 41).
• Cooling‑off and appointment restrictions apply to auditors joining RSEs as directors or senior managers, with two‑year periods prescribed (s 43-45).
• Specific limits on how long an individual may play a significant audit role apply until 1 July 2028, subject to APRA exemption in narrow circumstances (s 46).
• RSE auditor and RSE actuary cannot be employed by the same firm or related bodies (s 47).

Rights to raise issues and protections

• RSE auditor and RSE actuary must be given opportunity to raise matters directly with the Board (s 14).
• No prospective, current or former officer, employee or contractor may be constrained from disclosing information to APRA; RSE licensees must ensure their internal policies and contracts do not restrict communication with APRA (s 48-49).

APRA powers and interaction rights

• APRA may approve alternative arrangements in writing where satisfied they achieve the same objectives (s 37).
• APRA may adjust or exclude specific Standard requirements in relation to a particular RSE or specified RSEs (s 50).
• An RSE licensee must contact APRA if it seeks to rely on a previous APRA exercise of discretion for compliance with the Standard (s 51).

These duties create specific obligations for document retention, internal review cycles, staffing and recruitment policies, contract drafting, and audit arrangements. Rights are limited and operational: actuaries and auditors have procedural rights to access and to raise issues with the Board; staff retain a statutory‑backed right to communicate with APRA despite contractual confidentiality.

The Prudential Standard itself prescribes minimum governance requirements but does not in its text set out monetary fines, civil penalties or criminal sanctions. The instrument is made under s 34C of the SIS Act (s 1), which is the statutory power under which APRA issues prudential standards; enforcement of prudential standards is achieved by APRA’s supervisory and regulatory powers under the SIS Act and associated legislation rather than by the Standard containing its own sanction regime. The text explicitly creates supervisory mechanisms and APRA discretion that operate as enforcement levers:

• Meetings and engagement. The Standard requires directors, senior management and audit committee members to be available to meet with APRA on request (s 12-13, s 34-35). APRA can therefore request direct engagement with persons it supervises and with the RSE auditor and actuary, increasing supervisory reach.

• APRA discretion and exemptions. The Standard authorises APRA to approve alternative arrangements (s 37), grant exemptions from specified auditor rotation limits where narrowly justified (s 46), and to adjust or exclude particular requirements for specific RSEs (s 50). APRA’s capacity to adjust or exclude requirements is an enforcement and supervisory tool: APRA can tailor prudential obligations or remove obligations where it considers it appropriate.

• Information rights and whistleblowing firewall. The Standard prevents contractual provisions from inhibiting communications to APRA (s 48-49). This reduces the risk that APRA is impeded from gathering information required for enforcement action.

• Oversight through mandatory structures. By mandating governance frameworks, Board Audit Committees and internal audit functions, APRA gains multiple channels through which it can assess compliance and prompt corrective action (s 16-18, s 24-38).

The Standard does not describe processes for escalation to civil penalties, licence conditions or licence revocation. Those enforcement options lie in the SIS Act and APRA’s broader statutory powers; practitioners must consult the SIS Act and APRA’s supervisory framework for the mechanics of penalty imposition, directions, enforceable undertakings, or licence actions.

Practical enforcement pathways and risks

• Supervisory engagement will be the primary enforcement mechanism: APRA will request meetings and reviews, and exercise discretion under s 37 and s 50 to approve alternatives or apply targeted relief. RSE licensees face reputational and regulatory risk if they cannot demonstrate compliance or a sound alternative approved by APRA.

• Contracts and employment terms that contravene s 48-49 (for example by attempting to prevent staff speaking to APRA) will expose RSE licensees to supervisory censure and may weaken defences against enforcement action by allowing APRA to treat the conduct as obstruction.

• Failure to maintain required committee structures, internal audit resources or to obtain required auditor independence declarations will be identified through APRA reporting channels and audit committee inspections; APRA may use s 50 to require remediation or impose tailored requirements.

Because the Standard is a prudential instrument, enforcement uses supervisory levers and statutory powers outside this Standard. Practitioners should map the Standard’s obligations against the SIS Act enforcement regime when designing compliance responses. The Standard’s silence on specific sanctions does not imply absence of consequences; non‑compliance will be treated under APRA’s broader enforcement framework.

The Standard expressly cross‑references other legal and professional instruments and dovetails with existing statutory and professional obligations. The text highlights several points of legal interaction that practitioners must manage.

Primary legislative base

• Authority under SIS Act s 34C: The Standard is made under the SIS Act (s 1). Compliance therefore forms part of the RSE licensee’s regulatory obligations under the SIS Act regime; enforcement, licensing conditions and other supervisory tools are exercised under that primary legislation.

RSE licensee law and Part 9 vacancy requirements

• Appointment of the RSE auditor and actuary are referred to as those that must be appointed under RSE licensee law (s 5). The Standard also requires that nomination/appointment policies address how vacancies will be managed including “where applicable” compliance with Part 9 of the SIS Act (s 23(c)). Practitioners must therefore map Standard obligations to the specific requirements of RSE licensee law, including statutory vacancy rules and other appointment requirements.

Corporations Act and APES 110

• Auditor independence responsibilities in the Standard are “substantially consistent” with Corporations Act requirements and APES 110 (s 39-41). The Board Audit Committee must assess whether the RSE auditor meets the Audit Independence tests in APES 110, as well as additional Corporations Act independence requirements where applicable (s 29). RSE licensees must therefore ensure that auditor engagements meet the overlapping standards of the Prudential Standard, the Corporations Act and professional ethical codes, and that any conflict between these instruments is resolved in a manner consistent with the more stringent obligation.

Prudential Standard SPS 231 Outsourcing

• The internal audit function may be outsourced only where the outsourcing agreement meets SPS 231 requirements (s 37). This creates interdependence between prudential standards: outsourcing of a critical function is governed both by the internal audit expectations in this Standard and by outsourcing rules in SPS 231.

Definition cross‑references

• The Standard references the definition of “independent director” in section 10 of the SIS Act for the limited purpose of allowing the Board chair to chair the audit committee only in circumstances specified (s 27). That means the legal meaning of “independent” for this Standard depends on the SIS Act definition and any judicial or administrative interpretation of that definition.

Other statutory or regulatory interaction points

• The Standard creates a right and an obligation for persons to provide information to APRA regardless of confidentiality clauses (s 48-49). This intersects with common law duties of confidentiality, contractual confidentiality, privacy laws and whistleblower regimes; practitioners must ensure that confidentiality clauses are drafted to preserve lawful disclosures to APRA and to other statutorily recognised officers such as auditors and actuaries.

Operational implication

• Compliance will typically require a cross-disciplinary mapping exercise: director appointment and tenure rules must be reconciled with corporate governance rules under the Corporations Act (if the RSE is a company‑structured trustee), auditor independence tests must be aligned across APES 110 and Corporations Act regimes, and outsourcing of internal audit must meet SPS 231. APRA’s capacity to approve alternatives (s 37) provides a pathway to achieve compliance where rigid application of another law or operational constraint would otherwise create difficulty, but reliance on APRA discretion requires prior engagement and documentation.

The Standard contains limited direct information about earlier versions or amendments. It records its commencement date as 30 June 2024 (s 7). It also contemplates prior exercises of APRA discretion under earlier versions of the Standard: an RSE licensee must contact APRA if it seeks to place reliance on a prior APRA exercise of discretion for purposes of complying with the current Standard (s 51). That clause implies the Standard replaces or supersedes previous prudential governance standards and preserves the capacity for transitional reliance on earlier APRA decisions, but requires active confirmation with APRA.

Other amendment signals within the text

• Transitional treatment for auditor tenure: a specific time‑bounded rule applies to individuals who have played a significant role in an RSE audit. Until 1 July 2028 an individual who has played a significant role for five successive years, or more than five out of seven years, cannot continue until two further years have passed, except with APRA exemption (s 46). That is a temporary rule, indicating the Standard introduces phased compliance obligations for audit rotation.

• APRA adjustment/exclusion power: s 50 allows APRA to adjust or exclude specific requirements for a particular RSE or specified RSEs. That power provides an administrative mechanism to modify application without formal amendment of the Standard itself, and will be the practical route APRA uses to tailor requirements prior to formal instrument amendment.

What the text does not include

• The Standard text supplied contains no formal amendment schedule, version history, or list of revoked or superseded prudential standards. It does not name dates of prior amendment or the instruments it replaces. It requires RSE licensees to contact APRA about reliance on prior discretions (s 51), which implies there are prior discretions but does not record them.

Implications for practitioners

• Because the Standard allows APRA to adjust or exclude obligations (s 50) and to approve alternative arrangements (s 37), many RSEs will rely on a combination of the prescriptive text and APRA‑specific relief. If an RSE previously obtained an APRA discretion under an earlier standard, the RSE must proactively seek confirmation before treating that previous exercise as satisfying current obligations (s 51). Firms should maintain a register of any APRA discretions, exemptions or approvals and document the extent to which current compliance relies on them.

• The time‑limited auditor rotation rule until 1 July 2028 (s 46) should be tracked by audit firms and RSEs to plan personnel changes and exemption applications if specialist skills are scarce.

• To identify formal amendment history beyond the text provided, users should check APRA instrument registers and the Federal Register of Legislation for formal versions and schedules.

The Standard itself does not identify any litigation, case authorities or judicial decisions. The text contains no references to litigation outcomes or judicial interpretations of its provisions. It does refer to external instruments (for example the Corporations Act and APES 110), whose provisions have independent litigation histories, but those cases are not cited here.

Practical consequences for research and advice

• Because no litigation is recorded in the Standard text, practitioners should not assume judicial interpretation is available to resolve ambiguities in this Standard; instead, they should rely on APRA guidance, past APRA discretions, and precedents arising from related instruments (for example, Corporations Act decisions on auditor independence or fiduciary duties under trust law) when advising clients.

• Where an RSE faces regulatory action by APRA or disputes arise about the interpretation or application of the Standard, remedies and judicial review will arise under the SIS Act and administrative law principles, but the Standard does not itself document such cases. Advisers should search case law databases and APRA published decisions or determinations for any post‑commencement disputes that interpret the Standard’s provisions.

• The Standard’s operative provisions create obligations that can be enforced administratively by APRA. Any contested enforcement action could give rise to litigation, but the Standard text does not indicate prior litigation outcomes or settled positions.

Recommendation for practitioners

• Treat the Standard as a supervisory, rather than a litigated, instrument in its early life. Monitor APRA guidance, commodity regulatory enforcement notices and any reported determinations or court decisions that arise after the Standard’s commencement. Keep a log of APRA discretion requests and approvals as these will be relevant evidence in any contested regulatory action.

The Standard contains several provisions that are easy to miss but have operational impact. These “gotchas” are practical traps where compliance requires forward planning and cross‑disciplinary coordination.

1. Senior management and director residency and availability

• Senior management must be ordinarily resident in Australia (s 12) and a majority of directors must be ordinarily resident in Australia (s 20). These are location‑based constraints that can force structural changes to global group arrangements and may require relocation of personnel or recruitment of local hires. The “available to meet APRA on request” requirement for directors and senior management (s 13) creates scheduling and travel obligations that should be planned into governance calendars.

2. Chair and committee chair restrictions

• The chairperson of the Board must be a director (s 19). Where a board committee has potential material impact on beneficiaries or long‑term financial soundness, only a director may be chair (s 11). That rules out an external non‑director chair for material committees and limits the use of independent external experts as committee chairs.

3. Group policy approval is not a paper exercise

• Where group policies or group functions are used by the RSE, the Board must approve and ensure those policies are RSE‑appropriate (s 15). That requires demonstrable tailoring and a documented approval process; merely relying on a parent company policy without analysis is insufficient.

4. Internal audit outsourcing must meet SPS 231

• The internal audit function can be outsourced only where the outsourcing agreement meets SPS 231 requirements (s 37). That ties internal audit outsourcing to complex outsourcing standards; RSEs cannot treat internal audit outsourcing as a simple procurement exercise.

5. Overlapping auditor independence regimes

• The Standard requires assessment against APES 110 and the Corporations Act (s 29, s 39). A conflict between professional independence guidance and the Standard will need careful handling; Boards should obtain written independence declarations from lead auditors (s 41) and ensure audit committees document their assessments.

6. Cooling‑off periods and temporary rules

• The two‑year cooling‑off before appointing former audit personnel to senior management or director roles (s 43-45) and the temporary rule on significant audit roles until 1 July 2028 (s 46) may constrain recruitment and succession planning. APRA exemptions are narrowly framed and require demonstration that services are otherwise not readily available (s 46).

7. Confidentiality clauses and whistleblowing

• The Standard prohibits clauses that constrain disclosure to APRA (s 48-49). Existing employment and contractor agreements must be reviewed and reworded to avoid clauses that “implicitly or explicitly” restrict communications to APRA. This may conflict with other confidentiality or privacy obligations and needs legal drafting to preserve legitimate confidentiality while allowing APRA disclosures.

8. Board renewal and tenure mechanics

• Policies must set defined director terms and maximum tenure (s 18(c)(ii)-(iii) and s 23(b)). Where an RSE is part of a group with long‑serving directors, enforcing maximum tenure may require careful transition planning to avoid loss of institutional knowledge.

9. Audit committee composition and chairing rules

• The audit committee must consist of non‑executive directors only (s 26). The Board chair may sit on the audit committee but may only chair it where they are the only independent director (s 27). This is a narrow exception and will be challenging for small Boards where independence thresholds are marginal.

10. Reliance on prior APRA discretions requires contact

• An RSE cannot assume prior APRA discretions carry over; s 51 requires contact with APRA to rely on previous discretion. Failure to do so may leave a licensee in breach.

11. No explicit sanctions set out in the Standard

• The Standard does not prescribe fines or other sanctions in the text. Enforcement will be through APRA’s broader statutory powers; RSEs should not interpret the absence of sanctions in the Standard as de‑risking non‑compliance.

These are operational pinch points where costs or legal friction can arise. RSEs should treat them as checklist items: residency and availability planning; contractual redrafting for whistleblowing‑to‑APRA protections; documenting group policy adjustments; mapping internal audit outsourcing to SPS 231; audit rotation and recruitment planning; and maintaining an APRA discretion register.

This section sets out a practical compliance roadmap aligned to the Standard’s text. Each step references the relevant section(s) and offers concrete actions RSE licensees should take.

Immediate steps (board and governance documentation)

• Confirm scope and commencement. Note the Standard commences 30 June 2024 (s 7). If operating before that date, ensure planned governance changes are in place or that you have a documented project plan to achieve compliance.

• Produce or update a formal Board charter (s 18(a)). Ensure it sets out roles, responsibilities and objectives and is approved by the Board.

• Adopt a governance framework document covering systems, structures, policies, processes and people (s 16-18). Include a documented review process (s 18(e)) with a timetable for annual review and ad hoc updates.

Delegation and Board accountability

• Document all Board delegations in a written instrument, including limits, reporting lines and review triggers (s 9). Implement procedures for the Board to monitor delegated functions, including regular reporting from management and exception reporting.

Skills, composition, residency and availability

• Carry out a skills and capability gap analysis mapped to s 10 and record how the Board and senior management collectively meet skill requirements. Where gaps exist, develop recruitment or external adviser plans.

• Ensure a majority of directors and senior management are ordinarily resident in Australia (s 20, s 12). If this is operationally difficult, prepare a written business case and engage APRA early under s 50 for potential adjustment.

• Ensure all directors and senior managers are aware of the “available to meet APRA on request” requirement (s 13). Implement calendars and travel contingency policies to meet APRA requests promptly.

Board composition, renewal and tenure policies

• Adopt written policies addressing Board size, composition, renewal, nomination, appointment, removal, director terms and maximum tenure limits (s 18(c), s 22-23). Include processes for vacancy management and how the Board will comply with Part 9 SIS Act vacancies where applicable (s 23(c)).

• Implement annual Board and director performance assessment procedures (s 21), and document outcomes and follow‑up actions.

Board Audit Committee and audit arrangements

• Establish a Board Audit Committee charter that covers APRA statutory reporting, financial reporting, accounting requirements, internal and external audit, and appointment of the RSE auditor and internal audit (s 28).

• Ensure the Committee has at least three non‑executive director members and that members have unfettered access to senior management, internal auditors, heads of risk, the RSE auditor and the RSE actuary (s 26, s 32).

• Ensure the internal auditor reports directly to the Board Audit Committee and has unfettered access to the Committee (s 36, s 38).

Internal audit and outsourcing

• Maintain an independent and adequately resourced internal audit function (s 37-38). If outsourcing internal audit, ensure the outsourcing agreement complies with SPS 231 Outsourcing and document how the arrangement achieves the same objectives as an internal function.

Auditor independence and staffing controls

• Obtain written independence declarations from the individual RSE auditor or lead auditor confirming independence, absence of conflicts and awareness of any matters that could compromise independence (s 41).

• Document policies and procedures to assess auditor independence annually, including assessment against APES 110 and Corporations Act independence requirements where applicable (s 29, s 39).

• Apply cooling‑off restrictions: ensure persons who served in an audit capacity are not appointed to director or senior manager roles until two years have elapsed after serving in the audit role (s 43-45). Maintain a register of audit personnel, their roles and dates to ensure compliance.

• Plan for the temporary audit role limitation until 1 July 2028 (s 46). If specialist services are genuinely not available, prepare robust evidence before seeking APRA exemption.

Conflict management and fitness-and-propriety processes

• Implement written policies and processes to manage conflicts and fitness and propriety risks for responsible persons (s 18(d)(i)-(ii)). Include background checks, ongoing monitoring and escalation procedures.

Information flow to APRA and contract drafting

• Review and where necessary revise employment contracts, confidentiality clauses and third‑party service agreements to ensure they do not prohibit communications with APRA or auditors/actuaries (s 48-49). Add express carve‑outs for lawful disclosures to APRA and retained rights for auditors and actuaries to communicate directly with APRA and the Board.

Board access for auditors and actuaries

• Ensure RSE auditor and RSE actuary have opportunity to raise matters directly with the Board and to attend audit committee meetings (s 14, s 35). Document protocols for these interactions.

Group policy use

• Where relying on group policies or group functions, require the Board to approve them and prepare tailored versions or documented mappings that explain how group policies meet RSE‑specific needs (s 15). Keep evidence of Board consideration and approval.

Record keeping and evidence

• Maintain contemporaneous evidence of all governance actions: Board minutes, delegation registers, committee minutes, audit committee reports, internal audit workplans and findings, auditor independence declarations, appointment and tenure records, APRA correspondence and any APRA discretion requests/approvals (s 9, s 29, s 37, s 50-51).

Engage early with APRA where needed

• If operational constraints make compliance difficult (for example residency, auditor availability or outsourcing arrangements), engage APRA early to seek approval of alternative arrangements or exemptions (s 37, s 46, s 50). If relying on a prior APRA discretion, contact APRA to confirm that reliance is permitted under s 51.

Training and calendar

• Implement an annual governance calendar to ensure annual Board and director performance assessments, audit committee reviews of external/internal audit plans, review of the governance framework, and audit independence reviews occur as required (s 21, s 29-31, s 18(e)).

Insurance, indemnities and remuneration reviews

• Review director and officer indemnities, insurance cover and remuneration structures to ensure alignment with the heightened governance expectations and to support retention of qualified directors and senior managers who meet residency and skill requirements.

Practical checklist summary (core items)

• Board charter and governance framework documented (s 18).
• Documented delegations and monitoring (s 9).
• Board and senior management residency and availability arrangements (s 12, s 13, s 20).
• Board Audit Committee established and chartered (s 24-28).
• Internal audit function in place or outsourcing compliant with SPS 231 (s 37-38).
• Auditor independence declarations and rotation controls in place (s 41-46).
• Contracts revised to permit disclosures to APRA (s 48-49).
• Policies for nomination, appointment, tenure and director renewal (s 22-23).
• Evidence of Board approval for any group policies used by the RSE (s 15).
• APRA engagement plan for any departures or reliance on prior discretions (s 50-51).

Following this roadmap, documenting decisions and preserving evidence, will materially reduce supervisory risk and provide a defensible position in the event APRA reviews governance arrangements.