(1) In this proposal, unless the context otherwise requires,—
Account Code means a code number allocated to entries in the General Ledger as a means of classifying accounting entries under the headings “assets”
, “liabilities”
, “equity”
, “off-balance sheet items”
, “income”
, and “expenses”
Business Banking means the financial services provided by the New Zealand branch of Westpac Banking Corporation in relation to small, medium, and corporate business customers, agricultural businesses, property investment and development customers, and domestic transaction banking services for government departments, together with the “assets”
, “liabilities”
, “equity”
, “off-balance sheet items”
, “income”
, and “expenses”
which are recorded against Account Codes within the Cost Centres comprising Cost Centre RFSCOM (Business), but excluding Cost Centre 282676 (WIB Income Centre - Business)
Consumer Banking means the financial services provided by the New Zealand branch of Westpac Banking Corporation in relation to consumers, together with the “assets”
, “liabilities”
, “equity”
, “off-balance sheet items”
, “income”
, and “expenses”
which are recorded against Account Codes within the Cost Centres comprising Cost Centres RFSCNR (Consumer Banking – Total) and HOUSEC (NZ Head Office – Securitisation Total), but excluding Cost Centre 285070 (WIB Income Centre - Consumer)
Corporate Support means the marketing, products, project management, financial, tax, legal, human resources, communications, credit, risk, information technology, operations, property, collections, asset management, procurement, call centre, and related services performed by the New Zealand branch of Westpac Banking Corporation for the business units providing Business Banking and Consumer Banking services, together with the “assets”
, “liabilities”
, “equity”
, “off-balance sheet items”
, “income”
, and “expenses”
which are recorded against Account Codes within the following Cost Centres—
Cost Centre means a combination of six alphanumeric characters allocated in the General Ledger to a business unit or part of a business unit in Westpac Banking Corporation, or one or more of its subsidiary or associated companies, within which accounting entries are grouped according to Account Codes
Customer Relationship means, in relation to a customer,—
(a) the relationship (including all legal incidents of that relationship) between Westpac Banking Corporation and the customer in relation to each relevant Financial Asset, Deposit and Liability, Wholesale and Foreign Currency Deposit, or service; and
(c) all contracts, instruments, documents, and information relating to any of the relationships referred to in paragraphs (a) and (b), including security interests (for the avoidance of doubt, as that term is defined in section 4 of the Act), insurance contracts, valuations, solicitors’ certificates, directors’ certificates, priority agreements, application forms, customer or guarantor information, mandates, account opening authorities, consents, authorisations, credit approvals, correspondence, diary notes, cheques, and debit cards
Deposits and Liabilities means the deposits and other liabilities which are recorded against Account Codes 200000 to 299999 within Cost Centres for the business units providing Business Banking, Consumer Banking, or Corporate Support services and includes deposits and liabilities such as cheque accounts, call deposits, certificates of deposit, savings accounts, term deposits, ready access deposits, multiple deposit schemes, and solicitors’ trust accounts
Employment Agreements means the employment agreements for all staff listed on any of the payroll schedules for the business units providing Business Banking, Consumer Banking, or Corporate Support services
Financial Assets means all—
(a) loans (including housing loans, personal loans, business loans, overdrafts, term loans, credit cards, and multiple advance loans) which are recorded as “Gross Loans”
against Account Codes 146200 to 147020, together with all accrued interest receivable in respect of those gross loans and recorded against Account Codes 181010 to 181900, together with all fair value adjustments in respect of those gross loans and recorded against Account Codes 148001 to 148007; and
within the Cost Centres for the business units providing Business Banking, Consumer Banking, or Corporate Support services
General Ledger means the record of accounting entries relating to Westpac Banking Corporation and its subsidiary and associated companies contained on its Oracle general ledger system
Intellectual Property Rights means all patents, designs, copyright, know-how, trade secrets, and other intellectual or industrial property rights of any kind (whether enforceable by any Act or rule of law) that relate exclusively to one or more of Business Banking, Consumer Banking, or Corporate Support services, but excluding trade marks, service marks, and domain names
Interests in Land means all estates or interests in land—
(b) that are recorded against Account Codes 165100 to 166320 within the Cost Centres for the business units providing Business Banking, Consumer Banking, or Corporate Support services,
whether or not described in Westpac Banking Corporation’s property register
Personal Property means all vehicles, fixtures, fittings, plant, equipment, and machinery (which, to avoid doubt, includes all computing and information technology hardware)—
(b) that are recorded against Account Codes 166500 to 167440 within the Cost Centres for the business units providing Business Banking, Consumer Banking, or Corporate Support services,
whether or not described in Westpac Banking Corporation’s fixed asset register
Specified Time means 12.01 am on the Appointed Day
Vested Contracts means all Westpac Banking Corporation’s contracts described in Westpac Banking Corporation’s contract register as allocated to the business units providing Business Banking, Consumer Banking, or Corporate Support services, and all other contracts relating exclusively to Business Banking, Consumer Banking, or Corporate Support services
Vested Litigation means all claims, actions, arbitrations, or proceedings, whether existing, pending, or historic, and including decisions and judgments,—
(b) to the extent that they relate to one or more of the business units providing Business Banking, Consumer Banking, or Corporate Support services, unless they are described as “not vesting”
in Westpac Banking Corporation’s litigation register
Wholesale and Foreign Currency Deposits means a foreign currency account, retail fixed term foreign currency deposit, or call or fixed term New Zealand dollar money market account (and all accrued interest on any such account or deposit) held with Westpac Banking Corporation by a person liable or owed an obligation in respect of one or more Financial Assets (other than credit cards) or Deposits and Liabilities immediately before the Specified Time.