Code of Conduct for Payments System Board Members

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Preamble

The powers and duties of members of the Payments System Board are set out in section 10B of the Reserve Bank Act 1959. In light of the Payments System Board’s legislated goals, members recognise their role in maintaining the Bank’s reputation for integrity and propriety in all respects. Hence they agree to adhere to this Code of Conduct.

General principles

Members will observe the highest possible standards of ethical conduct. They will seek to enhance the Bank’s standing in the community and reputation for integrity, fairness, honesty and independence.

Provisions

Members of the Payments System Board must comply with their statutory obligations in that capacity. The main sources of those obligations are the Public Governance, Performance and Accountability Act 2013 (PGPA Act) and the Reserve Bank Act.

Members’ obligations under the PGPA Act include, but are not limited to, obligations to exercise their powers and discharge their duties with care and diligence, honestly, in good faith and for a proper purpose. Under the Reserve Bank Act and the secrecy declaration given by members under that Act, members are obliged at all times to maintain confidentiality in relation to the affairs of the Bank’s boards and the affairs of the Bank, and not divulge any information they learn as a member of the Payments System Board (including any information relating to the affairs of another board of the Bank), except by authority of the Payments System Board or under compulsion or obligation of law. This obligation continues after the term of the member ends.

Members must declare to the other members of the Payments System Board:

  • in accordance with section 7E of the Reserve Bank Act, any material personal interest they have that relates to a matter being considered at a meeting of the Payments System Board; and
  • in accordance with section 29 of the PGPA Act and any applicable Rule made under that Act, any material personal interest they have that otherwise relates to the affairs of the Bank.

The disclosure must include details of the nature and extent of the interest and how the interest relates to the matter being considered at the Payments System Board or the affairs of the Bank (as applicable). Members may give standing notice to other members outlining the nature and extent of a material personal interest.

Members must take great care when dealing with offers of entertainment, travel, accommodation or any other benefit from third parties. Members must avoid actual conflicts that might arise from such offers that could damage the Bank’s reputation for integrity and independence. They should also take reasonable steps to avoid any perceived conflicts that might arise in these circumstances.

This Code of Conduct requires members:

  • not to perform any paid or unpaid work as a director, officer or employee of, or in relation to payments, clearing or settlement as a consultant or adviser to, any of the following (each a ‘potentially regulated institution’):
    • an ‘authorised deposit-taking institution’ (as defined in the Banking Act 1959);
    • a ‘participant’ in a ‘payment system’ (each as defined in the Payment Systems (Regulation) Act 1998 (PSRA));
    • a provider of, or ‘holder of stored value’ of, a ‘purchased payment facility’ (each as defined in the PSRA) or of a facility which would, if it were not covered by a declaration under section 9(3) of the PSRA, be a ‘purchased payment facility’;
    • the operator or provider of a ‘financial market’ or ‘clearing and settlement facility’ (each as defined in the Corporations Act 2001);
    • the operator or provider of any other payment, clearing or settlement system; or
    • a related body corporate (as defined in the Corporations Act) of any of the above that provides any material services to any of the above in connection with payments, clearing or settlement facilities.

Members are required to advise the Governor of the existence of any material personal interest in any potentially regulated institution. In addition, members considering taking on a material personal interest that might present, or might be perceived as presenting, a risk of conflict with their role as a Payments System Board member, should consult the Governor before committing themselves in order for such matters to be managed appropriately.

Members must take great care to protect the Bank’s reputation when engaging in financial transactions for their personal account or in relation to their business or other interests, or when participating in decisions regarding financial transactions of entities they control or persons whose affairs they control or influence (collectively referred to as ‘associated entities’).

Members and associated entities are prohibited from engaging in, or being involved in, active trading of financial instruments of potentially regulated institutions (where ‘active trading’ is regarded as trading that is ‘frequent and speculative’). Furthermore, members and associated entities are prohibited from conducting transactions in any financial instruments of potentially regulated institutions, except those conducted on normal commercial terms, from the time board papers are available (usually a week before a board meeting) until the media release following that meeting.

Members must not improperly use information obtained as a Payments System Board member to gain an advantage for someone else or themselves or to cause detriment to the Bank or any other person.

Members, who in the course of their activities outside the Bank (whether during or after their term) have occasion to discuss payments system matters, do so:

  • on the basis that the views so presented are personal or affiliated with another institution, not the Bank; and
  • respecting the confidentiality of information obtained as a Payments System Board member and Payments System Board discussions.

Members agree that the Governor, and where appropriate the Deputy Chair, is the spokesperson for the Payments System Board on payments system policy matters.

The Governor and Deputy Chair must adhere to this Code as well as to the Bank’s Code of Conduct for its staff.

Where questions of interpretation of this Code arise, members should consult with the Governor. Where issues arise that are not specifically addressed in this Code, members should exercise sound judgement and behaviour consistent with the provisions of this Code.