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The Ministry of Business, Innovation and Employment proposes adding 'conduct' test to list of approvals required when a financial institution changes ownership

The Ministry of Business, Innovation and Employment proposes adding 'conduct' test to list of approvals required when a financial institution changes ownership
Image sourced from pxfuel

Government officials are considering requiring banks, insurers and non-bank deposit takers to clear an additional regulatory hurdle in the event of a change of ownership or control.

The Ministry of Business, Innovation and Employment (MBIE) is considering whether the proposed buyer of a financial institution needs to meet a “conduct” test, set by the Financial Markets Authority (FMA), before proceeding with the purchase.

The proposal is for the requirement to be part of a new conduct licensing regime, expected to take effect in 2023, after the Financial Markets (Conduct of Institutions) Amendment Bill is enacted. has obtained a copy of the consultation document MBIE sent to industry on July 13. 

MBIE said it is looking into the matter on the back of a life insurance policyholder, Andrew Body, raising concerns over a Bermuda-based private equity firm, Resolution Life, last year getting approval to buy around 200,000 AMP Life policies for A$3 billion. 

Body was concerned that without being in the business of writing new policies, Resolution Life wasn’t incentivised to maintain goodwill in the market.

The Reserve Bank (RBNZ), put a number of conditions on the sale “to protect policyholders”, keeping in mind the fact Resolution Life still has to adhere to the terms of the policies it bought.

But Body was still worried the RBNZ's focus on prudential issues, like solvency, leaves consumer protection issues insufficiently accounted for. 

MBIE, in its consultation document, said requiring the proposed buyer of a financial institution to get the thumbs up from the FMA on the conduct front, as well as the thumbs up from the RBNZ on the prudential front, “could support public confidence in financial markets”.

It noted that under the proposed new conduct licensing regime, the FMA would be able to add conditions to a licence. But this might only happen once the transaction occurs.

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MBIE also made the point entities licensed under the Financial Markets Conduct Act have to keep the FMA in the loop if a change of ownership is on the cards.

Accordingly, MBIE said “there may be minimal added benefit of introducing an explicit conduct-focussed change in control regime”.

What’s more, it recognised such a requirement would be costly and “add another step to already complex transactions”.

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I think the initiative was more to prevent owners selling up and moving on after the Westpac scare than to screen potential buyers. This will have a dampening effect on investment in flows as investors will now see NZ as a relatively unattractive place to invest in. The result will be less competition for local financial institutions and a further consolidation of the same.

It is actually net negative for the average consumer as well as local businesses looking for funding.


In a zero-returns world I think you are over-stating investors concern about NZ as a place to invest. NZ is consistently at the top of the places to conduct business.…


Given the dirt that APRA has already found on the banks we have currently (and let's not pretend we have a local banking regulator) I wonder if any of our existing banks would pass this test?