Conflict of interest? Insurance company director appointed to Reserve Bank board

Questions raised as Finance Minister Grant Robertson appoints insurance company director to Reserve Bank board. Photo / Marty Melville

A second appointment to the Reserve Bank of New Zealand's (RBNZ) board is potentially creating a conflict of interest.

Finance Minister Grant Robertson on Thursday announced a director of Ando Insurance Group, Byron Pepper, will join the RBNZ's new statutory governance board, which will become operative on Friday.

Ando is 39.95 per cent owned by The Hollard Insurance Company, which is licensed by the RBNZ.

Under the Reserve Bank Act, directors or employees of regulated entities are disqualified from being RBNZ board members. The disqualification doesn't extend to directors of companies, part-owned by regulated entities.

Accordingly, Robertson said Pepper's appointment "is not expected to create a conflict of interest as Ando is a non-regulated company".

Ando provides insurance on behalf of Hollard. Ando works with insurance brokers, assesses insurance claims and takes care of the other operational aspects associated with administering insurance. However, Hollard ultimately provides the cover. Customers' contracts are with Hollard.

Pepper was appointed to the role by the Governor-General, on the recommendation of Robertson, who, by law, had to consult with other political parties on the appointment.

Consultant to the IMF and World Bank, Geof Mortlock, said he believed the "distinct possibility of conflicts of interest" arising from Pepper's appointment was "concerning".

"It is remiss of the minister to have appointed him to the board," Mortlock said, sharing his view Robertson "would've been ill-advised to have done so".

Robertson and the RBNZ were last month criticised over NZ Post chair, Rodger Finlay, contracting to the RBNZ from October, and sitting in on board meetings as a guest.

NZ Post has a 53 per cent shareholding in Kiwi Group, which owns Kiwibank. The RBNZ regulates Kiwibank.

RBNZ board chair Neil Quigley told the Herald Finlay helped develop policy frameworks to be recommended to the RBNZ's new board.

John Mendzela, a consultant with experience advising central banks around the world on governance, said he believed the situation with Finlay posed a conflict of interest too fundamental to be managed.

His view was that it was completely unacceptable for Robertson to lean on what he described as "technical deficiencies" in the Reserve Bank Act to justify the appointment.

Finlay leaves NZ Post on Thursday, ahead of joining Pepper on the new board on Friday.
Pepper is a former Goldman Sachs executive director and partner.

Robertson said he is "an experienced adviser to boards, management teams and investors" and has a good understanding of financial and capital markets.

Robertson on Thursday unveiled three other new RBNZ board members – Jeremy Banks, Rawinia Higgins and Hinerangi Raumati-Tu'ua.

They will join RBNZ governor Adrian Orr, Quigley - the current RBNZ board chair - and current board member Susan Paterson.

Under the Reserve Bank Act 2021, the new board will become responsible for the RBNZ's governance and all its functions, other than monetary policy decisions (ie setting the official cash rate).

The new board will be responsible for financial policy matters – developing prudential requirements for banks, other deposit-takers and insurers, supervising these entities, doing crisis management and running the new deposit protection scheme.

The new board will also oversee management of the RBNZ's balance sheet and its risk-management framework.

Robertson said the updated Reserve Bank Act makes a "significant change that will strengthen the institutional arrangements of the RBNZ".

"The shift to a more conventional board model brings the RBNZ in line with other central banks, Crown entities and public companies in New Zealand," he said.

"The structure protects the bank's independence while ensuring it operates in an accountable and transparent manner."

In selecting board members, Robertson said, "We have also sought to get a mix of backgrounds and experience to give a wide range of perspectives. Members not only have knowledge of the New Zealand and global economy, but also experience of managing people and culture, and digital change."

The Herald has sought comment on Pepper's appointment from the RBNZ.

Below are board members' bios, as described in a press release issued by Robertson:

"Professor Neil Quigley is the Vice-Chancellor at the University of Waikato and has been chair of the current Reserve Bank board since 2016.

"Susan Paterson has been on the current Reserve Bank board since 2019. She has been an external adviser to the bank's Monetary Policy Committee and brings significant senior experience and good knowledge of governance oversight of a regulatory body.

"Rodger Finlay previously chaired NZ Post Ltd and PGG Wrightson, and is a director of Ngāi Tahu Holdings Ltd. He brings a strong understanding of business, finance, and strategy, after working in investment banking in Australasia, South-East Asia, Africa, the UK, Europe, and the US.

"Jeremy Banks (Rangitāne, Ngāti Kuia) has built his executive career in the software sector, founding Plink Software in 2015. He is a director of Wakatū Incorporation, where he chairs the technology steering committee. He is also a director of Crown company Network for Learning, vice-chair of Ngāti Rārua Ātiawa Iwi Trust, and is on the Nelson Regional Development Agency.

"Professor Rawinia Higgins (Ngāi Tūhoe, Ngāi Tahu, Ngāti Ruapani ki Waikaremoana, Ngāti Kahungunu) is the Deputy Vice-Chancellor (Māori) at Victoria University of Wellington, where she is focused on helping to frame Māori strategy, policy, and outcomes. In 2018 Professor Higgins was appointed as the Commissioner for Te Taura Whiri i Te Reo Māori, after leading a review to change our Māori language legislation to give effect to Treaty partnership within the Crown agency system. She is a member of the Waitangi Tribunal and is chair of the Māori Advisory Group to the Public Service Commissioner.

"Byron Pepper is an experienced adviser to boards, management teams and investors across business and insurance sectors. He is a former executive director and partner at Goldman Sachs, and will bring strengths in understanding of financial and capital markets, the aims and impacts of regulation, and a focus on fostering financial stability for all New Zealanders. Pepper is a director at Ando Insurance Group Ltd, but that role is not expected to create a conflict of interest as Ando is a non-regulated company.

"Hinerangi Raumati-Tu'ua (Ngāti Mutunga, Tainui) is the chair of Tainui Group Holdings and a director at Genesis Energy and Watercare Services. She is involved in several Iwi investment entities and was the chair of Parininihi Ki Waitotara Incorporation for 10 years. Raumati-Tu'ua has developed a governance portfolio which includes both Māori owned / Māori centric entities, and more mainstream organisations such as Public Trust and Auckland Council Investments Ltd."