The ANZ board was called to an intense meeting with Reserve Bank Governor Adrian Orr on Friday, just hours before news about the sale of a luxury mansion to ex-chief executive David Hisco's wife broke, the Herald has learned.
On the agenda was the ANZ's breach of capital ratio andthe unorthodox departure of chief executive David Hisco.
Asked about being called to a "please explain meeting", an ANZ spokesman said: "as is normal, we have regular engagement with the Reserve Bank."
The Reserve Bank has also declined to comment on the meeting.
In a statement it said: "Meetings with bank board directors occur as part of our regular supervision process, and discussions and correspondence relating to such meetings are confidential under section 105 of the Reserve Bank Act."
The meeting appears to have resulted in moves by the Reserve Bank on Monday to request two independent reports relating to ANZ governance.
The first report will cover ANZ New Zealand's compliance with the Reserve Bank's current and historic capital adequacy requirements.
The second report will look into the effectiveness of ANZ New Zealand's Directors' Attestation and Assurance framework, focusing on internal governance, risk management and internal controls.
It's the second report that would likely deal with issues being raised by Hisco's departure, including the irregularities in his expenses and the sale by ANZ of the St Heliers house he lived in.
The house was purchased by ANZ New Zealand owned subsidiary company, Arawata Assets, in 2011 for $7.5 million.
Despite a booming property market over the next six years the property was on-sold to Hisco's wife Deborah Veronica Walsh in July 2017 for just $6.9 million.
ANZ held a press conference last week to discuss the expense irregularities but has so far declined to comment on the specifics of the house sale.
On Monday ANZ welcomed the Reserve Bank's call for fresh reviews into the issues.
Chairman John Key said that "following discussions with the RBNZ, the directors agree that the best way to achieve this assurance is working with the RBNZ and an independent party to undertake the necessary reviews.
Reserve Bank Governor Adrian Orr. Photo / File
Orr said the Reserve Bank: "continued to engage constructively with ANZ New Zealand's board, and they remain focused on these important issues."
The ANZ board includes some of New Zealand's most senior company directors.
Former Prime Minister, chairman Key has been in the spotlight.
He admitted ANZ New Zealand's directors failed in their due diligence obligations to the Reserve Bank over the use of a risk capital model that was decommissioned without approval.
The error resulted in a Reserve Bank censure and an order to ANZ New Zealand to increase capital for operational risk by about 60 per cent to $760 million as a safety net to absorb possible losses.
"We one hundred per cent own that problem," said Key, who chairs ANZ New Zealand's board and sits on the board of ANZ's Australian parent. "I own that problem. There's no ambiguity. I'm the chairman."
Key was appointed in October 2017 - the issue with the capital ratios, the ongoing issue with Hisco's expenses and the sale of the St Heliers house predate his arrival.
He replaced John Judge.
ANZ New Zealand's other independent directors are Tony Carter, Mark Verbiest and Joan Withers, who have all been on the board since 2013.
ANZ director Tony Carter. Photo / File
Carter was managing director at Foodstuffs and is chairman of Air New Zealand, F&P Healthcare as well as sitting on the board of Fletcher Building.
Joan Withers is a former chief executive at Fairfax Media, chairwoman of Mighty River Power and deputy chairwoman of TVNZ.
Mark Verbiest is a former chairman of Spark and a current director of Meridian Energy and Freightways.
The other board members are representatives of the parent company - ANZ Group chief executive Shayne Elliott and Group chief financial officer Michelle Jablko.
ANZ New Zealand director Joan Withers. Photo / File
The situation has drawn a response from the New Zealander Shareholders Association.
Chief executive Michael Midgley said while the Hisco situation was concerning the big question was around whether there had been a failure of self-regulation by the ANZ New Zealand board.
He said the censure of the bank over its capital model and the two reports the Reserve Bank was demanding pointed to that being the bigger issue.
"That brings home what it is really about.
"This is about governance and transparency at the highest level."
He said bank customers and the general public had a right to know about the integrity of the New Zealand banking system and he called for the findings of the reports to be made public.
The chief executive of fund manner Simplicity - a shareholder of ANZ - has sent a letter to the ANZ board asking for urgent clarification on the sale of the house.
"Did the Directors consider the sale a related party transaction? If not, why not?" Simplicity asks.
"As a listed entity, was reporting the sale a continuous disclosure requirement under NZX and/or ASX rules? If not, why not?"
