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.
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)
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.