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Table of Contents
1.
25.05 Annex IV_ Appointment letter for Grant Spencer
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2.
24.06 RBNZ Position Specification
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Grant Spencer
s9(2)(a)
Dear Mr Spencer
I am pleased to inform you that, pursuant to section 27 of the Reserve Bank of New
Zealand Act 2021 (the Act), on my advice, the Governor General has appointed you as a
member of the Reserve Bank of New Zealand Board (RBNZ). Your term will commence
on 1 July 2025 up to 30 June 2030.
The appointment is made on the basis that you have:
•
consented in writing to being a member
•
certified that you are not disqualified from being a member
•
disclosed the nature and extent (including monetary value, if quantifiable) of all
interests that you have, or are likely to have, in matters relating to the RBNZ.
If, at any time after your appointment, you become disqualified from holding office as a
member you must inform me immediately. A list of the persons who are disqualified from
holding office as a RBNZ Board member is set out in section 31(2) of the Act.
Schedule 1 to this letter sets out my expectations, as Responsible Minister, in regard to
the avoidance of conflict of interest situations by members of the RBNZ Board.
On taking up this appointment you will ensure that you are appropriately indemnified and
insured by the RBNZ, which may require a new board resolution and certificate. You could
discuss this with the RBNZ’s General Counsel. You are also welcome to take out
additional insurance at your own cost if you wish.
I also expect you to familiarise yourself with the content of the Owner’s Expectations
document which outlines Ministers' expectations (as applicable) of Crown Boards. The
manual and related updates are at https://treasury.govt.nz/publications/guide/owners-
expectations-manual.
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I congratulate you on being offered this appointment and look forward to your contribution.
If you wish to accept the appointment, please sign and return the “Agreement to Accept
Appointment” form copying in the addresses listed in the document.
Yours sincerely
Hon Nicola Willis
Minister of Finance
Crown Entity Members - Management of Conflicts of Interest - Schedule 1 Agreement to Accept Appointment
cc: [email address]
[email address]
[email address]
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Crown Entity Members – Management of Conflicts of Interest – Schedule 1
It is necessary that appointees to Crown entity boards, including boards analogous to
Crown entities such as the RBNZ, be advised of the expectations of the Minister with
regard to the management of conflicts of interest that may arise in the course of their
term.
Members occupy a fiduciary position, which requires them to act bona fide in what the
member considers is in the best interests of the RBNZ. Accordingly, members are
required not to place themselves in a position of a conflict of interest other than to the
extent allowed under the Reserve Bank of New Zealand Act 2021.
It is expected that al members make themselves familiar with their obligations under the
Reserve Bank of New Zealand Act 2021. Nothing in this statement obviates any member
responsibility in this regard. However, it is important that appointees are aware of the
additional expectations of the Minister with regards to conflicts of interests.
The Minister expects that no member on the Board of the RBNZ will undertake work for
the Reserve Bank of New Zealand. This expectation is not intended to preclude a member
from undertaking assignments for the Board which properly fall within the definition of a
member’s duties, but would preclude the member carrying out, say, a consulting
assignment for the management of the RBNZ.
The Minister also expects that members of the RBNZ Board should not be placed in a
conflict of interest through the involvement of an organisation with which the member has
an ongoing substantial commercial or professional interest or employment, with the RBNZ
of which they are a member. Two situations that could create a conflict of interest where
the RBNZ engage organisations in which members have such an interest are:
1.
Where the organisation has been engaged for a one-off, specific assignment.
2.
Where the organisation engaged has an on-going involvement with the RBNZ.
With regard to the first situation, the Minister considers that, provided the concerned
member declares his/her interest in the organisation to be engaged for the assignment
and takes the appropriate actions under the Reserve Bank of New Zealand Act 2021 (eg
refraining from voting), it is unlikely that the organisation needs be excluded from
undertaking the assignment. To exclude the organisation could unduly penalise
organisations from competing for business, especially when they are in highly specialised
areas.
However, the Board of the RBNZ will also need to consider whether the affected member
should be party to the service to be provided by his/her organisation to the RBNZ. The
Minister of Finance expects a board member in this situation to distance themselves from
the provision of service or advice although, in a highly specialised sector, this may not
always be possible. The RBNZ Board should give careful consideration to a member’s
involvement in deliberations on the assignment.
The second situation referred to above causes the Minister of Finance greater concern,
i.e. where the organisation engaged has an on-going involvement with the RBNZ.
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The situation can arise from the RBNZ engaging, say, legal, accounting or other
professional advice or services. Many of these firms are sources for a large number of
members and the potential for conflicts of interest is high.
In principle, the conflict of interest provisions in the Reserve Bank of New Zealand Act
2021 should provide adequate direction against allegations of conflicts of interest, but the
Minister has additional concerns that those provisions may not entirely remedy the
situation. A member who frequently stands aside from board decision-making places a
greater burden on the remainder of the board. This can also deny the board the skills
and experience of a member, which is not (generally speaking) in the best interests of the
RBNZ. There is also potential for the Minister and boards to be significantly distracted by
al egations of conflicts. The need to address each allegation can be time-consuming.
Accordingly, the Minister wishes to convey to all members an expectation that the RBNZ
should not engage in an on-going arrangement with an organisation in which a member
has an interest of the nature outlined in this letter.
The Minister is of the view that the RBNZ should be beyond reproach. Following the
expectations of the Minister described in this statement should ensure that this is so. In
the event that exceptions to these measures appear appropriate, they should be referred
to the Minister.
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Agreement to Accept Appointment
Hon Nicola Willis
Minister of Finance
PARLIAMENT BUILDINGS
WELLINGTON 6160
Dear Minister
I acknowledge receipt of your letter appointing me to the position of member of the
Reserve Bank of New Zealand Board for a term commencing on 1 July 2025 up to 30
June 2030.
I will ensure that I keep myself ful y familiar with the obligations and responsibilities of the
position, and ensure that the Reserve Bank of New Zealand has taken any necessary
steps to arrange for an indemnity and/or insurance for me in my position as member.
I undertake to advise you, via the Treasury, of any change in my circumstances that may
have an impact on my ability to continue to serve on the Board of the Reserve Bank of
New Zealand.
Yours sincerely
Grant Harold SPENCER
Date:
cc: [email address]
[email address]
[email address]
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Position Specification: Te Nohoanga o te Poari Karauna
Reserve Bank of New Zealand Director
The Minister of Finance is inviting applications from people with governance capability
who can bring a fresh perspective to the board of the Reserve Bank of New Zealand
(RBNZ) from their career and life experience. There are two director vacancies to be
filled.
Background to the Board of the Reserve Bank of New Zealand – Te Putea Matua
The RBNZ acts to enable economic wellbeing and prosperity for al New Zealanders. It
does this by achieving and maintaining stability in the general level of prices over the
medium term; protecting and promoting the stability of New Zealand’s financial system;
and otherwise acting as New Zealand’s central bank in a way that furthers the purposes
of the Reserve Bank of New Zealand Act 2021 (the Act).
The board is the governing body of the Bank, with the authority, in the Bank’s name, to
exercise the powers and perform the functions of the Bank. Al decisions relating to the
operation of the Bank must be made by, or under the authority of, the board in
accordance with this Act. However, the authority of the board does not apply to the
Monetary Policy Committee (MPC) (which is chaired by the Governor) nor to any
statutory responsibilities given to the Minister.
The Board is responsible for setting the Bank’s strategic direction, delivering and
reporting against a Statement of Intent and Statement of Performance Expectations,
reviewing the performance of the MPC and its members, ensuring the Bank operates in
a financial y responsible manner and delivering expected benefits against its investments
under its Funding agreement:
https://www.rbnz.govt.nz/about-us/funding-agreements/2020-funding-agreement
Capabilities sought: Kaha Kimihia
The board must comprise directors with skil s and experience that jointly cover the
fol owing four key areas:
•
Extensive experience in stakeholder relationship management, including with
Ministers, public sector organisations and regulated institutions, and the ability to
speak for RBNZ and the Board at stakeholder and staff functions.
•
A proven track record of governance within environments of complexity and scale,
operating with long-term and inter-generational horizons, commitments and
outcomes.
•
Specialist domain experience across key areas relevant to the RBNZ’s activities,
including global best practice in prudential oversight systems and implementation,
central banking, macroeconomics, domestic and international financial markets,
banking and insurance.
•
Ability to champion desired culture and values, diversity and inclusion and people
leadership; oversee talent management and ensure independence and social
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licence to operate are understood and protected, with a strong connection with the
community and wider stakeholder base.
Ideal candidates will be able to demonstrate some of the following skills and
experiences:
•
Proven track record of success in governance and leadership, with the experience
and the confidence to speak for the RBNZ’s and the Board as required
•
Knowledge and experience of the domestic or international regulatory environment
for the financial sector
•
Credibility on financial policy issues, including an understanding of the RBNZ’s role
in protecting and promoting the stability of New Zealand’s financial system
•
Knowledge and experience of technology in the financial services sector
•
Understanding of domestic and international financial and capital markets and their
impact on New Zealand financial institutions and business
•
Understanding of complex financial and accounting structures and risks, and
expertise in investment and asset management from either an accounting, finance
or legal background
•
Experience in establishment and oversight of operating organisational decision-
making frameworks against agreed operational, legal, financial, reputational risk
tolerances
•
Knowledge of macroeconomics and knowledge of the New Zealand economy
•
Successfully leading, motivating and retaining a skil ed and engaged workforce,
champion of culture and values
•
Understanding of climate related financial risks and opportunities, especially the
impact of climate change on the financial sector
•
Understanding/experience of Māori issues from an economic viewpoint.
All candidates should exhibit the following behaviours and attributes:
•
Visionary and motivational, with ability to engage with both RBNZ staff and a
diverse stakeholder base
•
Collaborative team player
•
Strong understanding of the New Zealand economy, and the ability to contextualise
it in international perspective
•
Strong understanding of and commitment to fol owing ethical business practices
•
Challenging and innovative
•
Capacity to read large amounts of technical documentation and the commitment
to engage and contribute to discussion
•
Welcoming of diverse perspectives.
Commitment: Manawanui
Board members will normally be resident in New Zealand, and applicant’s resident
outside New Zealand should explicitly address how they believe the logistical challenges
of meeting attendance and engagement at the required level would be managed.
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We are building diversity and inclusion into everything we do. Our differences seed our
innovation and help us deliver our best work – reflective of the needs of society. We
welcome and value knowledge of Te Ao Māori and Te Tiriti.
Conflicts of Interest
Board members must be free from the conflicts that would arise if they actively managed
a wealth portfolio, engaged in investment activity in interest-rate sensitive securities and
sectors, engage in providing advice to businesses or investors with these conflicts, or
undertake detailed engagement with a regulated financial institution as an employee,
consultant or a director.
More general y, Board members wil need to be experienced in managing conflicts of
interest and operating with confidential and market sensitive issues that may arise from
other aspects of their personal activities.
Members will be expected to put the interests of the RBNZ first in managing any conflicts.
Exclusions should be the exception not the rule.
[For the ful list of exclusions to Board membership, see section 31 of the RBNZ Act]
Remuneration: Utu
Directors’ fees for the RBNZ Board are set by the Remuneration Authority, currently at
$1,450 per day. The number of days of work are set by the Chair of the Board, and at
the current workload standard remuneration for Board members is around $80,000 per
annum.
Closing date and Introduction Letter: Rā Kati
We welcome your cover letter tel ing us about you, what relevant capabilities and
contribution you can make to the board, your whakapapa, your values, your interest and
motivations for this role, and any personal attributes, strengths and diverse perspectives
that you think would contribute to performance on this board.
Please note that if you are shortlisted as part of this appointment process, you wil be
asked to disclose all relevant interests (which could be personal, private, business or
financial interests) that could result in an actual, potential or perceived conflict of
interest. Al shortlisted candidates are also subject to reference and background checks
which will be undertaken by an external provider engaged by the Treasury.
Your application and cover letter is required to be with the Treasury no later than
Sunday, 30 June 2024.
Al final decisions regarding board composition are at the discretion of the responsible
Minister. Any queries should be directed to the Governance and Appointments Team, at
[email address].
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Current Board composition: Te Pōari
Board Member
Appointment date
Term end date
Region
Prof. Neil Quigley
1 July 2022
30 June 2024
Waikato
(Chair)
Roger Finlay (Deputy 1 July 2022
30 June 2027
Canterbury
Chair)
Adrian Orr
1 March 2018
29 February 2028
(Governor)
Jeremy Banks
1 July 2022
30 June 2027
Nelson
Rawinia Higgins
1 July 2022
30 June 2025
Wel ington
Susan Paterson
1 July 2022
30 June 2027
Auckland
Byron Pepper
1 July 2022
30 June 2025
Auckland
Vacancy x2
Business drivers short to medium term: Te Urunga o te Kaipakihi
RBNZ strategic priorities 2022-2026 (as listed in the Statement of Intent)
These statements outline the primary responsibilities and objectives of RBNZ. Each point
refers to a key area of focus in fulfilling its role as the country's central bank:
•
Up-to-date legislation and a fit-for-purpose balance sheet allows the RBNZ to
enable economic prosperity and wel being of al New Zealanders.
•
Trust and confidence in New Zealand’s payment and settlement systems so
everyone is able to make safe and efficient payments and complete day-to-day
financial
transactions.
•
We use monetary policy to maintain price stability and support maximum
sustainable employment. Currency and physical cash support a monetary and
financial system that works for al and is trusted as a store of value.
•
Regulated entities – banks, insurers and Non-Bank Deposit Takers – maintain
clear standards, are held to account, are under sound management, are resilient
to financial shocks and support a competitive and diverse financial system.
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