Fit and Proper Policy

This policy is approved by the Board and establishes the criteria to assist both the Board and the Risk Committee in determining whether an individual is fit and proper to serve in a “responsible person’s” position and has adequate knowledge, expertise and experience commensurate with their responsibilities.

Tyro will comply with all statutory and regulatory requirements including APRA Standard 520.

The Fit and Proper Policy is applied to the following “responsible persons”:

  • Directors;
  • Company Secretary;
  • Senior management team, specifically CIO, VP Product and Channel Management, Internal Auditor and Financial Controller;
  • Lead partner of Tyro’s external auditor who is responsible for signing off the annual review of Tyro’s compliance with APRA’s Prudential standards; or
  • Any person who might come under the definition of a “responsible person”, being someone who plays a significant role in the management or control of Tyro or whose activities may materially impact on prudential matters.

The fitness and propriety of each of the individuals listed above is assessed on appointment and thereafter on an annual basis. The Board will review results of all assessments.

Tyro has Job Specifications for senior managers which detail the duties for each position. Directors and other responsible persons including auditors are required to have appropriate competencies for their positions.

The Fit and Proper Policy will apply to all existing “responsible persons” and anyone who is to hold a responsible person position. The assessment under Tyro’s Fit and Proper Policy will be conducted:

  • before the person holds the responsible person position;
  • within 28 days if the person holds the responsible person position due to a resolution of Tyro members, or Tyro or APRA have determined that that person is a responsible person;
  • annually for all responsible persons; or
  • if there are indications of potential Fit and Proper issues with any current responsible person.

Note that interim appointment to a responsible person position may occur without a full Fit and Proper assessment for a period up to 90 days. APRA’s consent is required for any period which extends beyond 90 days.

The purpose of Tyro’s Fit and Proper assessment is to ensure that the person who is holding or may hold a responsible person position:

  • has the following qualities to properly perform their duties (competence, character, diligence, honesty, integrity, and judgement);
  • is not disqualified under the Banking Act 1959 from holding the position;
  • does not have a conflict of interest or if there is a conflict of interest, this will not create a material risk.

Additionally, for auditors who hold or may hold a responsible person position, Tyro requires that person to:

  • be registered as an auditor under the Corporations Act 2001;
  • be a resident of Australia
  • be a member of a recognised professional body; and
  • have a minimum of 5 years of relevant experience in the audit of ADI’s and familiarity with current ADI audit issues.

Tyro will provide its Fit and Proper Policy to anyone who is or will hold a responsible person position before the Fit and Proper assessment is performed.

APRA will be advised as required, regarding the appointment of all “responsible persons”.

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