New Zealand Eases Trustee Requirements for Four Retirement Schemes

New Zealand’s Financial Markets Authority has renewed a targeted exemption from trustee requirements for four restricted retirement schemes, allowing a suitably licensed corporate trustee to act alone rather than adding other trustees or a separately licensed independent trustee to its board. The five-year notice took effect on October 31, 2026, immediately after the previous exemption expired.

The relief concerns how the named schemes can be governed, not a general relaxation for New Zealand retirement savings. Corporate trustees must still satisfy licensing and independence tests, and the regulator has attached detailed conditions designed to separate their oversight role from the employers and service providers connected with a scheme.

Four schemes and two trustees named in the notice

The Financial Markets Conduct (Corporate Trustees) Exemption Notice 2026 identifies the Craigs Investment Partners Superannuation Scheme, Employee Retirement Plan, Marsh & McLennan New Zealand Superannuation Scheme and Mercer (NZ) Retirement Plan. It was signed on October 27 and published the following day. The names appear in a specific schedule, so the exemption does not automatically extend to similar retirement plans.

A second schedule names Public Trust and The New Zealand Guardian Trust Company Limited as the eligible corporate trustees. Either may act as the sole trustee of a specified scheme only where it is a licensed independent trustee whose licence covers that scheme. Being listed in the notice is not, by itself, evidence that either organisation currently serves every one of the four schemes.

The schemes fall within New Zealand’s restricted-scheme framework, which covers certain KiwiSaver, superannuation and workplace savings arrangements with restricted membership or no new admissions. Unlike ordinary registered managed investment schemes, restricted schemes do not need a separately licensed investment manager and supervisor; they instead rely on licensed independent trustee oversight. That distinction makes the legal identity and independence of their trustees especially important.

The exemption allows one appropriately qualified corporate body to fulfil that trustee role without the additional composition requirements that would otherwise apply. It does not name replacement investment managers, change a scheme’s investment strategy or revise how members qualify for retirement benefits. Those subjects are outside the stated relief, which is limited to the trustee requirements set out in the notice.

Independence safeguards remain a condition of relief

Under section 131 of the Financial Markets Conduct Act 2013, a restricted scheme ordinarily must have at least one licensed independent trustee, or a sole corporate trustee with at least one director who is a licensed independent trustee. Section 133 separately requires a scheme manager to keep applicable registration requirements satisfied. The new notice exempts managers of the four named schemes from section 131(1)(d) and the related operation of section 133, but only within the terms of the exemption.

Those terms still require the sole corporate trustee itself to hold the appropriate independent-trustee licence. Neither the trustee nor a related corporate entity may be an employer that offers access to the scheme to its employees. The restriction is aimed at preserving a meaningful separation between the party responsible for trustee oversight and employers whose interests might differ from those of retirement-plan members.

The notice also requires the trustee to contract substantially all scheme administration to another person and the investment of substantially all scheme property to another person. Neither contractor may be a related body corporate of the trustee. In practical terms, the arrangement separates the trustee’s legal governance function from most administrative work and the handling of investment decisions, rather than permitting a single connected business group to carry out every role.

Independence is also tested at director level. A director of the corporate trustee cannot be a director, shareholder or employee of an employer providing access to the scheme, or of a scheme administration manager or investment manager. Directors may not be scheme participants or represent organisations acting for participants or employer contributors, including unions. These are explicit eligibility conditions, not simply guidance on preferred board composition.

The FMA’s stated view is that the specified trustees have the capacity, expertise and experience to perform the trustee and manager roles without additional trustees or a separately licensed independent trustee serving as a director. It says the substance of the statutory independence protections remains in place. That assessment explains why the regulator considers the narrower exemption compatible with oversight, but it does not amount to a guarantee about future investment performance or operational outcomes.

A renewal that covers fewer names than in 2021

The 2026 instrument follows a substantially similar exemption that ran from October 31, 2021, through October 30, 2026. Both versions permit a licensed independent corporate trustee to act as a scheme’s sole trustee subject to conditions. The timing therefore points to continuity for the named arrangements rather than a newly available trustee structure for restricted schemes across New Zealand.

There is a change in the schedules. The 2021 notice named five schemes, including Evergreen Retirement Trust, whereas the 2026 version names four and does not include Evergreen. The earlier notice also listed Trustee Executors Limited alongside Public Trust and The New Zealand Guardian Trust Company Limited; the new list contains only the latter two trustees.

Neither the new notice nor its published reasons explain why Evergreen Retirement Trust and Trustee Executors Limited are no longer listed. Their omission should not be read as evidence that either has failed a regulatory test, lost a licence or ceased operating. Nor does the notice provide the number of scheme members or the value of retirement savings affected, so its financial reach cannot be quantified from the exemption alone.

The FMA says the alternative would be to require the affected schemes to reorganise their trustee arrangements or the corporate trustees to appoint a separately licensed independent trustee as a director. In its assessment, those changes would be unlikely to improve monitoring or lower governance risks for the specified schemes. Avoiding unnecessary compliance costs is part of its reasoning, although it gives no estimate of how much the exemption might save.

For members of the four schemes, the immediate consequence is the availability of a familiar governance structure with conditions attached, rather than an announced change in contributions, account balances or retirement payouts. The notice remains in force only until the close of October 30, 2031. Continuing the same exemption after that date would require an appropriate legal basis; the FMA has not committed to another renewal.