Treasury Laws Amendment (Reserve Bank Reforms) Act 2024 (96 of 2024)

Schedule 1   Amendments

Part 6   RBA's new Governance Board: procedural provisions

Reserve Bank Act 1959

58   After Part IIIA

Insert:

Part IIIB - The Governance Board

Division 1 - Board members

25NA Membership

The Governance Board consists of the following members:

(a) the Governor;

(b) the Deputy Governor;

(c) the staff member of the Reserve Bank Service who is primarily responsible for assisting the Governor to manage the Bank (the senior RBS member );

(d) 6 other members (the external Governance Board members ).

25NB Appointment of external Board members

(1) External Governance Board members are to be appointed:

(a) by the Treasurer by written instrument; and

(b) on a part-time basis.

Note: Subject to subsection 25ND(2), the person may be reappointed: see section 33AA of the Acts Interpretation Act 1901.

(2) A person must not be appointed under subsection (1) if the person is:

(a) a staff member of the Reserve Bank Service; or

(b) a person appointed or engaged under the Public Service Act 1999; or

(c) a director, officer or employee of an ADI.

25NC Chair and Deputy Chair

(1) The Treasurer must, by written instrument, appoint:

(a) one member of the Governance Board to be the Chair of the Board; and

(b) another member of the Governance Board to be the Deputy Chair of the Board.

(2) The Treasurer must ensure that at least one of the members appointed under subsection (1) as the Chair or Deputy Chair is an external Governance Board member.

(3) The Deputy Chair is to act as the Chair:

(a) during a vacancy in the office of the Chair (whether or not an appointment has previously been made to the office); or

(b) during any period, or during all periods, when the Chair:

(i) is absent from duty; or

(ii) is, for any reason, unable to perform the duties of the office.

Note: For rules that apply to persons acting as the Chair, see section 33A of the Acts Interpretation Act 1901.

(4) The Treasurer may, by written instrument, appoint a member of the Governance Board to act as the Chair:

(a) during a vacancy in the offices of both the Chair and the Deputy Chair (whether or not an appointment has previously been made to the offices); or

(b) during any period, or during all periods, when both the Chair and Deputy Chair:

(i) are absent from duty; or

(ii) are, for any reason, unable to perform the duties of the office.

Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.

25ND Period of appointment of external Board members

(1) An external Governance Board member holds office for the period specified in the instrument of appointment. The period must not exceed 5 years.

(2) A person must not be appointed under subsection 25NB(1) for a period if the sum of the following exceeds 7 years:

(a) that period;

(b) any earlier periods that the person has been an external Governance Board member.

25NE Acting appointments of external Board members

The Treasurer may, by written instrument, appoint a person to act as an external Governance Board member:

(a) during a vacancy in the office of an external Governance Board member (whether or not an appointment has previously been made to the office); or

(b) during any period, or during all periods, when an external Governance Board member:

(i) is absent from duty; or

(ii) is, for any reason, unable to perform the duties of the office.

Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.

25NF Other terms and conditions of external Board members

An external Governance Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Treasurer.

25NG Remuneration of external Board members

(1) An external Governance Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.

(2) An external Governance Board member is to be paid the allowances that are prescribed by the regulations.

(3) This section has effect subject to the Remuneration Tribunal Act 1973.

25NH Leave of absence of external Board members

The Governance Board may grant leave of absence to any external Governance Board member on the terms and conditions that the Board determines.

25NJ Declaration by Board members

(1) Each member of the Governance Board must, before first starting to perform the duties of the office:

(a) make an oath or affirmation of allegiance; and

(b) make a declaration of secrecy.

(2) The oath or affirmation of allegiance must be made:

(a) in accordance with the form set out in the Schedule to the Constitution; and

(b) before a justice of the peace or a commissioner for taking affidavits.

(3) The declaration of secrecy must be:

(a) in the prescribed form; and

(b) made before a justice of the peace or a commissioner for taking affidavits.

(4) However, this section does not apply to a member of the Governance Board if the member is also a member of the Monetary Policy Board or the Payments System Board and has already complied with section 25AJ or 25E (as applicable).

25NK Independence of Board members

Subject to this Act and to other laws of the Commonwealth, each person who is a member of the Governance Board, in performing the person's functions and duties and exercising the person's powers as a member of the Board:

(a) has complete discretion; and

(b) is not subject to direction from anyone (including direction from the Government); and

(c) must act in an independent and impartial manner.

25NL Resignation of external Board members

(1) An external Governance Board member may resign the member's appointment by giving the Treasurer a written resignation.

(2) The resignation takes effect on the day it is received by the Treasurer or, if a later day is specified in the resignation, on that later day.

25NM Termination of external Board members

(1) The Treasurer may terminate the appointment of an external Governance Board member:

(a) for misbehaviour; or

(b) if the member is unable to perform the duties of the member's office because of physical or mental incapacity.

(2) The Treasurer must terminate the appointment of an external Governance Board member if:

(a) the member:

(i) becomes bankrupt; or

(ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or

(iii) compounds with the member's creditors; or

(iv) makes an assignment of the member's remuneration for the benefit of the member's creditors; or

(b) the member is absent, except on leave of absence, from:

(i) 2 consecutive meetings of the Governance Board; or

(ii) 3 meetings of the Governance Board in any period of 12 months; or

(c) the member is or becomes:

(i) a staff member of the Reserve Bank Service; or

(ii) a person appointed or engaged under the Public Service Act 1999; or

(iii) a director, officer or employee of an ADI.

Note: The appointment of an external Governance Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).

Division 2 - Meetings of the Board

25NN Convening meetings

(1) The Governance Board must hold such meetings as the Board determines are necessary for the efficient performance of its functions.

(2) The Chair of the Governance Board:

(a) may convene a meeting at any time; and

(b) must convene at least 4 meetings each calendar year.

25NP Exclusion from certain deliberations

None of the following:

(a) the Governor;

(b) the Deputy Governor;

(c) the senior RBS member;

may be present during the deliberations, or take part in any decision, of the Governance Board with respect to the terms or conditions on which the Governor or the Deputy Governor holds office.

Note: The terms and conditions on which the Governor and the Deputy Governor hold office are determined by the Governance Board (see section 24A).

25NQ Presiding at meetings

(1) The Chair of the Governance Board must preside at all meetings at which the Chair is present.

Note: Subsections 25NC(3) and (4) provide acting arrangements for the Chair. This section also applies to any member of the Governance Board acting as the Chair as if the member were the Chair (see section 33A of the Acts Interpretation Act 1901).

(2) If the Chair is not present at a meeting of the Governance Board, the other members of the Board present must appoint one of themselves to preside.

Note: For reasons explained in the note to subsection (1), this subsection only applies where neither the Chair nor any acting Chair is present at the meeting.

25NR Quorum

(1) At a meeting of the Governance Board, a quorum is constituted by 7 members of the Board.

(2) However, if:

(a) one or more members of the Governance Board are prevented from being present during the deliberations, or taking part in any decision, of the Board with respect to a matter at the meeting:

(i) in the case of the Governor, the Deputy Governor or the senior RBS member - by section 25NP; or

(ii) in any case - by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013; and

(b) as a result, there is no longer a quorum present when the member or members leave the meeting;

the remaining members of the Board at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.

25NS Voting at meetings

(1) A question arising at a meeting of the Governance Board is to be determined by a majority of the votes of the members of the Board present and voting.

(2) The person presiding at a meeting of the Governance Board has a deliberative vote and, if the votes are equal, a casting vote.

25NT Conduct of meetings

The Governance Board may, subject to this Part, regulate proceedings at its meeting as it considers appropriate.

Note: Section 33B of the Acts Interpretation Act 1901 contains further information about the ways in which members of the Governance Board may participate in meetings.

25NU Decisions without meetings

(1) The Governance Board is taken to have made a decision at a meeting if:

(a) without meeting, a majority of the members of the Board entitled to vote on the proposed decision indicate agreement with the decision; and

(b) that majority would have constituted a quorum at a meeting of the Board; and

(c) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and

(d) all the members of the Board were informed of the proposed decision, or reasonable efforts were made to inform all of the members of the Board of the proposed decision.

(2) Subsection (1) applies only if the Governance Board:

(a) has determined that it may make decisions of that kind without meeting; and

(b) has determined the method by which members of the Board are to indicate agreement with proposed decisions.

(3) For the purposes of paragraph (1)(a), a member of the Governance Board is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.

(4) The Governance Board must keep a record of decisions made in accordance with this section.