CPA Australia and CA ANZ supports APRA’s objective of strengthening governance across regulated entities and endorse the focused direction on proportionality, clarity, and alignment with international standards.

Proposal 1 – Skills and Capabilities

CPA Australia and CA ANZ supports the intent to align board skills with the organisational strategy of regulated entities. However, we recommend some clarification of "appropriate skills", considering proportionality and avoiding duplication.

Proposal 2 – Fitness and Propriety

We support strengthening fitness and propriety assessments but raise a number of  concerns, including the definition of "outcomes", time commitment, privacy concerns and APRA involvement.

Proposal 3 – Conflicts Management

We support harmonising conflict management requirements across industries. However:

• Operational responsibility for conflict frameworks should rest with General Counsel (or equivalent), while the board retains accountability and whilst important
• Perceived conflicts are subjective. APRA should provide examples together with the context and audience to guide implementation
• Public disclosure of registers may raise privacy and commercial sensitivity concerns. We recommend limiting this to material conflicts.

Proposal 4 – Independence (Banks and Insurers Only)

We support strengthening independence but seek clarification on:

• Director benefits: APRA should define thresholds for “material” benefits and consider benchmarking director fees to industry norms and highlighting where these diverge excessively
• Multi-jurisdictional boards: Clarify how independence is assessed where directors serve on boards of subsidiaries in different jurisdictions
• Non-conflicted boards: Clarify how the independence requirements do not unnecessarily restrict board candidates from the entity where boards in one group are not in conflict.

Proposal 5 – Board Performance Review

We support triennial independent reviews for SFIs but clarification needs to be provided around whether individual director assessments must be disclosed publicly or only to APRA, reviews should focus on effectiveness and strategic alignment, not just compliance and APRA should provide guidance on qualifications and independence criteria for independent third party performance assessors.

Proposal 6 – Role Clarity

We strongly support clearer delineation of board and management responsibilities for APRA requirements.

Proposal 7 – Board Committees

We support flexibility for non-SFIs and the requirement for SFIs to have separate audit and risk committees. However, only board members should vote on committees, but external advisers should be permitted to attend and advise and smaller entities may struggle to staff multiple committees. APRA should provide transitional support or exemptions.

Proposal 8 – Director Tenure and Board Renewal

We support the introduction of a 10-year tenure limit with some considerations.