VicSuper's Board of Directors

VicSuper's Board of Directors play a critical role in overseeing the governance and accountability of VicSuper Fund.

VicSuper has four member directors and four employer directors.

The directors meet approximately 11 times each year. All decisions made require at least a two-thirds majority.

VicSuper's Board of Directors play a critical role in overseeing the governance and accountability of VicSuper Fund.

VicSuper has four member directors and four employer directors.

The directors meet approximately 11 times each year. All decisions made require at least a two-thirds majority.

  • Christine Stewart

    Christine Stewart

    Chair
    Member Director
    BA, GradDipEd
    Christine was elected as Chair of VicSuper in January 2017. She is an experienced director having represented members on the VicSuper Board since 2009. Christine has extensive experience in the education field, having been both a Victorian Government teacher and Deputy Secretary of the Australian Education Union for 12 years. She is also currently the Deputy Chair of Board of Management for the State Schools Relief Committee.

    Christine is a member of the VicSuper Investment and Remuneration Committees and is serving as the Chair of the Merger Steering Committee.

    Nominating body: Australian Education Union
    Christine was elected as Chair of VicSuper in January 2017. She is an experienced director having represented members on the VicSuper Board since 2009. Christine has extensive experience in the education field, having been both a Victorian Government teacher and Deputy Secretary of the Australian Education Union for 12 years. She is also currently the Deputy Chair of Board of Management for the State Schools Relief Committee.

    Christine is a member of the VicSuper Investment and Remuneration Committees and is serving as the Chair of the Merger Steering Committee.

    Nominating body: Australian Education Union
  • Wayne Kayler-Thomson

    Wayne Kayler-Thomson

    Deputy Chair
    Employer Director
    DipCom, CPA, FAIM
    Wayne was elected as Deputy Chair of VicSuper in January 2017 having been a VicSuper Director since 2009. An experienced consultant and director, Wayne provides professional services as a strategic business planning advisor, facilitator and mentor to a range of clients in the corporate, not-for-profit and public sector at international, national and regional levels. He is a council member of Victoria University, Deputy Chairman and Secretary of Victoria Tourism Industry Ltd and Chairman of Great Ocean Road Regional Tourism Ltd.

    Wayne is currently Chair of the VicSuper Investment and Remuneration Committees and a member of the Merger Steering Committee.

    Nominating body: Victorian Chamber of Commerce and Industry
    Wayne was elected as Deputy Chair of VicSuper in January 2017 having been a VicSuper Director since 2009. An experienced consultant and director, Wayne provides professional services as a strategic business planning advisor, facilitator and mentor to a range of clients in the corporate, not-for-profit and public sector at international, national and regional levels. He is a council member of Victoria University, Deputy Chairman and Secretary of Victoria Tourism Industry Ltd and Chairman of Great Ocean Road Regional Tourism Ltd.

    Wayne is currently Chair of the VicSuper Investment and Remuneration Committees and a member of the Merger Steering Committee.

    Nominating body: Victorian Chamber of Commerce and Industry
  • Gabrielle Bell

    Gabrielle Bell

    Employer Director
    BE(Hons)/LLB(Hons)
    Gabrielle became a VicSuper Director in July 2017. Gabrielle is a corporate lawyer and specialises in general corporate advisory (including corporate governance), mergers and acquisitions and capital markets. Gabrielle is currently a Director of South East Water Corporation, V/Line Corporation, and Director and Company Secretary of InLife Independent Living Ltd.

    Gabrielle is a member of the VicSuper Investment and Merger Steering Committees.

    Nominating body : Victorian Public Sector Commission
    Gabrielle became a VicSuper Director in July 2017. Gabrielle is a corporate lawyer and specialises in general corporate advisory (including corporate governance), mergers and acquisitions and capital markets. Gabrielle is currently a Director of South East Water Corporation, V/Line Corporation, and Director and Company Secretary of InLife Independent Living Ltd.

    Gabrielle is a member of the VicSuper Investment and Merger Steering Committees.

    Nominating body: Victorian Public Sector Commission
  • Patricia Faulkner headshot

    Patricia Faulkner AO

    Employer Director
    BA, DipEd, MA, HonLLD
    Patricia’s career has spanned the senior levels of both the public and private sectors as CEO of large government departments and as a Partner at KPMG. She now has a portfolio of board and advisory roles, including: the Ministerial Advisory Committee for the Statewide Services and Infrastructure Plan, Jesuit Social Services; Telecommunications Industry Ombudsman; Public Transport Victoria; St Vincent’s Healthcare Australia; Catholic Professional Standards; CEDA; Melbourne Racing Club, and the Melbourne Theatre Company.

    Patricia was awarded an Order of Australia in June 2008 for her services to Health and Social Policy; and a Centenary Medal in 2002 for services to Public Administration.

    Patricia commenced as a Director at VicSuper 1 January 2017 and is a member of the VicSuper Audit, Remuneration and Merger Steering Committees.

    Nominating body: Department of Education & Training
    Patricia’s career has spanned the senior levels of both the public and private sectors as CEO of large government departments and as a Partner at KPMG. She now has a portfolio of board and advisory roles, including: the Ministerial Advisory Committee for the Statewide Services and Infrastructure Plan, Jesuit Social Services; Telecommunications Industry Ombudsman; Public Transport Victoria; St Vincent’s Healthcare Australia; Catholic Professional Standards; CEDA; Melbourne Racing Club, and the Melbourne Theatre Company.

    Patricia was awarded an Order of Australia in June 2008 for her services to Health and Social Policy; and a Centenary Medal in 2002 for services to Public Administration.

    Patricia commenced as a Director at VicSuper 1 January 2017 and is a member of the VicSuper Audit, Remuneration and Merger Steering Committees.

    Nominating body: Department of Education & Training
  • Merran Kelsall

    Merran Kelsall

    Employer Director
    BCom (Hons), FCA, MBA, FCPA, FAICD
    Merran commenced as a director of VicSuper in March 2016. She has served on numerous boards in the private and public sectors and has considerable expertise in finance, audit, risk and compliance, and enjoys aligning performance management with corporate strategy. She has chaired numerous audit committees, including oversight of risk management and compliance.

    Merran’s current appointments include: Director of RACV Limited, Chair of the Australian Health Service Alliance, and Deputy Chair at Melbourne Water.

    Merran is the Chair of the VicSuper Audit, Compliance and Risk Management Committee.

    Nominating body: Victorian Public Sector Commission
    Merran commenced as a director of VicSuper in March 2016. She has served on numerous boards in the private and public sectors and has considerable expertise in finance, audit, risk and compliance, and enjoys aligning performance management with corporate strategy. She has chaired numerous audit committees, including oversight of risk management and compliance.

    Merran’s current appointments include: Director of RACV Limited, Chair of the Australian Health Service Alliance, and Deputy Chair at Melbourne Water.

    Merran is the Chair of the VicSuper Audit, Compliance and Risk Management Committee.

    Nominating body: Victorian Public Sector Commission
  • Colin Long

    Colin Long

    Member Director

    PhD, BA (Hons)
    Colin commenced as a director at VicSuper in July 2014. He brings with him extensive experience in urban planning, heritage studies and cultural development and tourism in Asia, just to name a few. He has held a number of research based consultancies with clients such as UNESCO, Australian Heritage Commission, Netherlands Development Organisation and United Nations World Tourism Organisation and the City of Melbourne. Colin was the President of the Victorian Trades Hall Council, and currently holds the position of Victorian Division Secretary with the National Tertiary Education Union.

    Colin is a member of the Audit, Compliance and Risk Management Committee.

    Nominating body: Victorian Trades Hall Council
    Colin commenced as a director at VicSuper in July 2014. He brings with him extensive experience in urban planning, heritage studies and cultural development and tourism in Asia, just to name a few. He has held a number of research based consultancies with clients such as UNESCO, Australian Heritage Commission, Netherlands Development Organisation and United Nations World Tourism Organisation and the City of Melbourne. Colin was the President of the Victorian Trades Hall Council, and currently holds the position of Victorian Division Secretary with the National Tertiary Education Union.

    Colin is a member of the Audit, Compliance and Risk Management Committee.

    Nominating body: Victorian Trades Hall Council
  • Bill Lyons

    Bill Lyons

    Member Director

    RG146 compliant
    Bill has been a director with VicSuper since 2004 and was formerly a director of ESSSuper for over 10 years. He has extensive experience working in property management and government with a focus on sustainability, and was an Indigenous Native Title Coordinator with the Victorian Department of Sustainability and Environment. Bill is currently a director of VicSuper Ecosystem Services, Branch council member of the Community and Public Sector Union, and is involved with the running of his family farming property in the Western District.

    Bill is a member of the VicSuper Investment, Remuneration and Merger Steering Committees.

    Nominating body: Community and Public Sector Union
    Bill has been a director with VicSuper since 2004 and was formerly a director of ESSSuper for over 10 years. He has extensive experience working in property management and government with a focus on sustainability, and was an Indigenous Native Title Coordinator with the Victorian Department of Sustainability and Environment. Bill is currently a director of VicSuper Ecosystem Services, Branch council member of the Community and Public Sector Union, and is involved with the running of his family farming property in the Western District.

    Bill is a member of the VicSuper Investment, Remuneration and Merger Steering Committees.

    Nominating body: Community and Public Sector Union
  • Antoinette Masiero

    Antoinette Masiero

    Member Director

    BA, BEd, DipProgTech, DipVocEd&Train, DipModLang (Italian), GCertModLangEd
    Antoinette was appointed as a director of VicSuper in July 2015. Antoinette is a professional educator with extensive experience in a variety of fields such as information technology, business analysis, accounting, and auditing, across not-for-profit, commercial, and community organisations. Antoinette has held leadership and management positions in a number of organisations, and is currently a teacher at a primary school.

    Antoinette is a member of the VicSuper Audit, Compliance and Risk Management Committee.

    Nominating body: Australian Education Union
    Antoinette was appointed as a director of VicSuper in July 2015. Antoinette is a professional educator with extensive experience in a variety of fields such as information technology, business analysis, accounting, and auditing, across not-for-profit, commercial, and community organisations. Antoinette has held leadership and management positions in a number of organisations, and is currently a teacher at a primary school.

    Antoinette is a member of the VicSuper Audit, Compliance and Risk Management Committee.

    Nominating body: Australian Education Union

Nomination, appointment and removal of directors

Directors are generally appointed for a term of four years, after which they are eligible for re-appointment.

Under VicSuper's constitution, four directors are appointed by employer organisations determined by the directors, and four directors are appointed by bodies representing the interests of members.

A Chair and Deputy Chair are appointed by the Trustee, with both positions generally rotated between employer directors and member directors.

Directors must provide copies of qualifications and meet VicSuper’s Fit and Proper policy.

Director nomination, appointment, and removal procedures

Nomination and appointment

Employer and member directors are nominated and appointed by organisations representing the interests of employers and members, after the relevant organisations consult with VicSuper as to the skill sets and experiences required by VicSuper on its Board. The current appointing organisations are:

  • Australian Education Union
  • Community & Public Sector Union
  • Victorian Trades Hall Council
  • Victorian Employers' Chamber of Commerce & Industry
  • Victorian Public Sector Commission (formerly State Services Authority)

Independent directors are appointed by the Board after a determination by directors of the skill sets and experiences required from the independent director, and a selection process determined as appropriate by the Board, to ensure the appointment of the most suitable candidate.

All appointments are subject to conditions and criteria determined by the directors from time to time, and the satisfaction of VicSuper's 'fit and proper' policy, as required by APRA.

Removal of member directors

VicSuper's corporate constitution requires VicSuper to meet the SIS Act equal representation rules. Accordingly, the process for removing a member director is subject to legislative requirements.

VicSuper must ensure that member directors can only be removed by the same procedure as that by which they were appointed, except in the event of:

(A) death; or
(B) mental or physical incapacity; or
(C) if the member director resigns from the position of director of the trustee; or
(D) the member director no longer meeting one or more of the criteria for fitness and propriety relevant to the member director set out in the prudential standards; or
(E) the member director becoming a disqualified person; or
(F) suspension or removal by a Regulator; or
(G) if the member director's tenure of that position expires; or
(H) if the member director ceases to be a member of the fund; or
(I) if the member director ceases to satisfy a condition that the member director was required to satisfy to be eligible for appointment.

The office of a member director who no longer satisfies the fitness and propriety standard (as determined by the other directors of the Board), will generally become vacant. Appropriate forms will be lodged with APRA and ASIC as necessary.

Removal of employer directors

Similar to the process of removal for member directors, employer directors may be removed in the event of: 

(A) death; or
(B) mental or physical incapacity; or
(C) if the employer director resigns from the position of director of the trustee; or
(D) the employer director no longer meeting one or more of the criteria for fitness and propriety relevant to the employer director set out in the prudential standards; or
(E) the employer director becoming a disqualified person; or
(F) suspension or removal by a Regulator; or
(G) if the employer director's tenure of that position expires; or
(H) if the employer director is removed by the person or entity that appointed him or her; or
(I) if the employer director ceases to satisfy a condition that the employer director was required to satisfy to be eligible for appointment.

The office of an employer director who no longer satisfies the fitness and propriety standard (as determined by the other directors of the Board), will generally become vacant. Appropriate forms will be lodged with APRA and ASIC as necessary.

Evaluating Board and individual director performance

The Board undertakes an annual review process to determine whether its Governance Framework, including Board operations, remains effective. To maintain objectivity of the assessment, every two years, the review is undertaken by an independent consultant who is free from connection to VicSuper or its associates. In every other year, this review may be conducted by the Chair of the Board.

The Board’s performance evaluation procedures for the Board as a whole are designed to determine:

  • Whether strategic objectives have been achieved;
  • Whether governance policies have been observed;
  • Whether material decisions have been made on an informed basis and after adequate discussion;
  • Whether directors have been given opportunity to provide input in the decision making process;
  • Whether decision-making has been influenced by outside allegiances, personality clashes or political differences, rather than members’ interests; 
  • Whether conflicts of interests/duties have been managed; 
  • Whether the size and composition of the Board continues to support the effective functioning and decision-making of the Board; 
  • Whether risks have been effectively managed; and
  • Any identifiable training needs for the Board as a whole.
The Board performance evaluation for individual directors includes whether individual directors:

  • have attended board meetings;
  • have collaboratively participated in board deliberations;
  • have participated in committee activities;
  • have utilized relevant skills and competencies in performing their duties;
  • have undertaken relevant educational and industry activities to develop skills and competencies;
  • have complied with the Code of Conduct;
  • have complied with the Conflicts management framework and Policy; 
  • continue to meet the requirements of the Fit and Proper Policy; and
  • have any identifiable training needs.
Outcomes and recommendations from the Board reviews are considered by directors, with any agreed courses of action to be reported and monitored until completion.

Related documents

Code of Conduct - Directors (PDF)
Remuneration and Renewal Committee Charter (PDF)

Indemnity and insurance

All company directors are required to advise changes in their pecuniary interests on a monthly basis and a Register of Interests is maintained.

VicSuper Pty Ltd has taken out a professional indemnity insurance policy to indemnify, subject to limited exceptions, the trustee, the Fund, and the trustee’s directors, officers and employees against financial loss resulting from claims made against them. As required by the Superannuation Industry (Supervision) Act 1993 (Cwlth), no director or responsible officer is a disqualified person.