VicSuper's Board of Directors

VicSuper's Board of Directors plays 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 plays 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.

  • Bruce C. Hartnett AM

    Chair BEng, MEng, MPhil, MA, Certificate of Superannuation Management
    Bruce has been a director at VicSuper since 2004. He was Deputy Chair from 2009 to 2014 when he was appointed Chair. Bruce was formerly the CEO of the Australian Government Employees Superannuation Trust, the Chair of the Victorian Government Purchasing Board, director of the Victorian Energy Networks Corporation, and Chair of the State Services Authority. He is currently a Director RACV Club, Chair of Odyssey House (Victoria) and President of the Council of the School for Student Leadership and Chairperson of Victorian Judicial Entitlements Panel.
    Bruce has been a director at VicSuper since 2004. He was Deputy Chair from 2009 to 2014 when he was appointed Chair. Bruce was formerly the CEO of the Australian Government Employees Superannuation Trust, the Chair of the Victorian Government Purchasing Board, director of the Victorian Energy Networks Corporation, and Chair of the State Services Authority. He is currently a Director RACV Club, Chair of Odyssey House (Victoria) and President of the Council of the School for Student Leadership and Chairperson of Victorian Judicial Entitlements Panel.
  • Bill Lyons

    Deputy Chair 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 the government with a focus on sustainability. Bill is currently a director of VicSuper Ecosystem Services, Branch council member of the Community and Public Sector Union, and recently retired from his role as Indigenous Native Title Co-ordinator with the Victorian Department of Sustainability and Environment. He is now involved with the running of his family farming property in the western district.
    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 the government with a focus on sustainability. Bill is currently a director of VicSuper Ecosystem Services, Branch council member of the Community and Public Sector Union, and recently retired from his role as Indigenous Native Title Co-ordinator with the Victorian Department of Sustainability and Environment. He is now involved with the running of his family farming property in the western district.
  • Christine Stewart

    B.Arts, Grad.Dip.Ed
    Christine has been a director with VicSuper since 2009. Christine has extensive experience as a Victorian Government teacher. She has been Deputy Secretary Australian Education Union for 12 years and is currently Deputy Chair of Board of Management State Schools Relief Committee.
    Christine has been a director with VicSuper since 2009. Christine has extensive experience as a Victorian Government teacher. She has been Deputy Secretary Australian Education Union for 12 years and is currently Deputy Chair of Board of Management State Schools Relief Committee.
  • Wayne Kayler-Thomson

    Dip.Com, CPA, FAIM
    Wayne has been a director at VicSuper since 2009. 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, regional and business levels. Wayne is also currently the Chair of the VicSuper Investment Committee, member of the Victoria University Council, Director and Company Secretary of the Victoria Tourism Industry Council Ltd, and Chairman of the Great Ocean Road Regional Tourism Ltd.
    Wayne has been a director at VicSuper since 2009. 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, regional and business levels. Wayne is also currently the Chair of the VicSuper Investment Committee, member of the Victoria University Council, Director and Company Secretary of the Victoria Tourism Industry Council Ltd, and Chairman of the Great Ocean Road Regional Tourism Ltd.
  • Craig Cook

    Bachelor of Economics, Economic Policy –Honours
    Craig has been a director at VicSuper since October 2012. He was formerly a director of the Rural Finance Corporate of Victoria, principal at Craig Cook and Associates, and Deputy Chair Burston Marstellar Pty Ltd. Craig has extensive experience in policy and corporate relations and has formerly held a number of governance and advisory roles including Deputy Chairperson of Goulburn Ovens Institute of TAFE, Deputy Chairperson of Goulburn Murray Rural Water Authority and Director of IM Medical Ltd. Craig is currently the Chair of the Port of Hastings Development Authority and Deputy Chairman of V/Line.
    Craig has been a director at VicSuper since October 2012. He was formerly a director of the Rural Finance Corporate of Victoria, principal at Craig Cook and Associates, and Deputy Chair Burston Marstellar Pty Ltd. Craig has extensive experience in policy and corporate relations and has formerly held a number of governance and advisory roles including Deputy Chairperson of Goulburn Ovens Institute of TAFE, Deputy Chairperson of Goulburn Murray Rural Water Authority and Director of IM Medical Ltd. Craig is currently the Chair of the Port of Hastings Development Authority and Deputy Chairman of V/Line.
  • Colin Long

    PhD HistoryBachelor of Arts, History and Criminology – Honours
    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 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.
  • Antoinette Masiero

    B.Arts, B.Ed., Dip. Programming Technology, Dip. Vocational Education & Training, Dip. Modern Languages (Italian), Grad. Cert. Modern Languages Education
    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 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.
  • Merran Kelsall

    Chair - Audit, Compliance and Risk Management Committee B. Com. (Hons.), FCA, MBA, FCPA, FAICD
    Merran commenced as a director of VicSuper in March 2016. She is a very experienced director and has served on numerous boards in the private and public sectors. She 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 commenced as a director of VicSuper in March 2016. She is a very experienced director and has served on numerous boards in the private and public sectors. She 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, Chairman of the Auditing and Assurance Standards Board and Australian Health Service Alliance, Member International Auditing and Assurance Standards Board, and Deputy Chair at Melbourne Water.

    Merran will Chair the VicSuper Audit, Compliance and Risk Management Committee from June 2016

Nomination, appointment and removal of directors

Directors are generally appointed for a term of five 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.

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.