VicSuper strives to display a high standard of corporate governance as we believe it’s essential to ensure we act in the best interests of our members and maintain the stability of the Fund.
Our corporate governance systems incorporate social, environmental and economic (ESG) principles into decision support systems.
The structure is designed to:
- protect the savings and privacy of our members, employers and other stakeholders
- ensure we operate in a fair and transparent manner in compliance with legislation, our RSE Licence and Australian Financial Services Licence, our constitution and trust deed
- respect the rights of members, employers, employees and other stakeholders
- allow members, employers and other stakeholders to have input into our decision making
- ensure a robust and effective system of internal controls and management of operational and investment risks
Constitution and Trust Deed
The primary source of the Trustee’s power is the Trust Deed (Governing Rules) of the Fund and the Company’s Articles of Association (Constitution).
These documents set out the rules for running the fund including how directors are appointed and removed.
Document VicSuper's Constitution (PDF 728kb)
Document VicSuper's Trust Deed (PDF 7mb)
Insurance Management Framework
The Insurance Management Framework (IMF) enables VicSuper to implement an approach to the governance, strategy and management of its insurance offering throughout relevant business operations and provides the framework to manage the provision of insured benefits available to members.
Insurance Management Framework (PDF 1.1mb)
Code of conduct for all employees
Everyone working for VicSuper is required to understand and comply with our code of conduct.
The code is integral for our commitment to sustainability and our values - making sense, always help, trust and integrity, respect and encouragement, learning and quality.
Code of Conduct Statement (PDF 148kb)
Conflicts management policy
VicSuper’s Conflicts Management Framework and Conflicts Management Policy are designed to enable us to clearly identify, avoid or manage material conflicts of interest or duty that may arise as trustee of the Victorian Superannuation Fund (Fund) and as an Australian Financial Services Licensee (AFS Licensee).
VicSuper has determined its current ‘responsible persons’ to be directors, General Counsel and Company Secretary, executive managers, external auditors and any actuaries appointed for the purpose of the SIS Act.
Conflicts management policy (PDF 36kb)
Whistleblowers' protection policy
VicSuper has a culture that encourages and values transparency, integrity and accountability.
This policy has been developed to ensure that anyone reporting in accordance with this policy can do so freely and without fear of repercussions.
Whistleblowers' protection policy (PDF 868kb)
Register of relevant interest and relevant duties
VicSuper maintains a register of material interests and duties owed to other organisations, including directorships and other offices held.
Document Register of gifts and entertainment (PDF 112kb)
Changes in positions
Read about any changes to positions held by VicSuper’s directors and executives, and any newly appointed or newly retired directors and executives in this financial year.
Changes to executive managers and directors (PDF 132kb)
Engagement and proxy voting policy
VicSuper is committed to managing our corporate governance and active ownership obligations. We recognise we have rights and responsibilities as a shareholder and co-owner of the companies we invest in.
Our policy demonstrates how we meet our active ownership obligations as a signatory to the Principles for Responsible Investment (PRI) Principle 2.
Document Engagement and Proxy Voting Policy (PDF 744kb)
Proxy voting results
Name and ABN of outsourced service providers
To run the fund, VicSuper needs the services of a number of external providers, such as IT and software providers, investment management specialists, custodian services and group life insurance.
Document Material outsourced providers (PDF 396kb)
Summary of significant events
From time to time, VicSuper needs to inform members there has been a material or significant change to the fund. These are known as a Significant Event Notice (SEN).
An SEN can relate to changes to a VicSuper product or changes initiated by legislation impacting the taxation of super or how we are governed.
SENs may be sent to members in regular news letters, included with our HYBS or a separate dedicated notification.
Summary of significant event (PDF 504kb)
Financial Statements and Annual Report
Financial statements and auditors reports for VicSuper Pty Ltd (the Trustee) and VicSuper Fund can be found with our Annual Report.
Our Annual Report outlines the Fund’s strategic direction and showcases what we have achieved to create value for the Fund, our members, employers and the broader community.
Other governance and compliance requirements
Marketing and compliance
We comply with the relevant Federal Government legislation in all our product features and information.
We also discuss the economic, social and environmental impacts of our products and services in our Annual Report and our Product Disclosure Statements.
We publish the terms and conditions of any competitions and promotions on our website and comply with relevant state and federal legislation.
VicSuper is licensed under the Corporations Act 2001 (Cwlth).
Under the terms and conditions of our Australian Financial Services Licence (AFSL No. 237333), VicSuper may deal in, and advise on, superannuation products.
At present, VicSuper representatives are limited to providing financial product advice on VicSuper products; ESSSuper – Revised, New, SERB and Transport Schemes; providing advice on whether a member should consolidate or roll over their superannuation holdings into VicSuper (excluding personal advice on self-managed superannuation funds); and general superannuation matters.
Before a VicSuper employee can be authorised to provide general or personal advice, the nominated employee must be approved by two delegates of the Trustee and meet minimum qualifications, training and experience criteria.
VicSuper is not a member of any financial group nor do we have any ownership links or affiliations that would have any effect on the advice provided by our representatives under VicSuper’s AFSL.
All superannuation trustees must be issued with a RSE (Registrable Superannuation Entity) Licence by APRA to act as a trustee, and the super fund must be registered with APRA to accept contributions. VicSuper Pty Ltd’s APRA RSE Licence number is L0000468. To obtain its RSE Licence, VicSuper had to demonstrate it has policies and procedures to deal with responsibilities such as risk management and resource adequacy. VicSuper Fund’s APRA registration number is R1000580.
In February 2013, VicSuper was also issued with its MySuper authorisation from APRA (unique identifier: 85977964496198), which means we will continue to be an eligible default fund for employers after 1 January 2014.
VicSuper has a comprehensive system of internal controls, including:
- a compliance framework
- a risk management framework and risk management strategy
- regular compliance and risk management reports to the Trustee
- a AFSL implementation framework
- regular legislative and technical updates to all employees and directors
- fraud control processes and fraud awareness training for all employees
- an internal audit function
- bribery and corruption prevention processes
- Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) policy and program.
All new employees receive training in fraud prevention and anti-corruption as part of their induction.
VicSuper's Board has established several committees to assist in assessing, reviewing and implementing its responsibilities. These include:
- Audit, Compliance & Risk Management Committee which is a committee of the Trustee. It assists the directors with the financial, compliance and risk management of VicSuper Pty Ltd and VicSuper Fund.
- Investment Committee which is a committee of the Trustee tasked with making recommendations to the Trustee on investment policy, strategy and investment activities, as well as the review and monitoring of VicSuper’s investments.
- Remuneration Committee which provides advice to the Trustee on remuneration matters.
- Mergers Steering Committee was established to provide timely responses to interested parties, to provide a method of having non-binding dialogue in the preliminary stages of a merger and be involved in face to face discussions and negotiations with potential merger partners.
VicSuper does not have a separate committee for sustainable development issues but aims to integrate this into all decisions made by the Board.
Our Compliance and Risk Management Frameworks and Code of Conduct work together to help ensure we make informed, balanced and ethical business decisions. The Risk Management Framework (RMF) outlines our commitment to risk management for the benefit of the Fund and our members. Key elements of the RMF are illustrated in the diagram below.
Our risk management approach
The Risk Management Framework (RMF) is comprised of the Risk Management Framework Policy, the Risk Management Strategy and the Risk Appetite Statement. It is updated at least annually to help ensure compliance with regulations and APRA Prudential Standards. In accordance with SPS 220 Risk Management it is also subject to a comprehensive review every three years by an independent party.
The objectives of the RMF are to:
- maintain a coordinated and structured approach to risk management
- establish a systematic process for identifying and actively managing risks
- outline roles and responsibilities for managing risk at VicSuper
- enhance awareness of risk across the business and embed management of risk into day-to-day activities.
The RMF Policy outlines our risk profile and our risk management structure. It is supported by VicSuper’s Risk Management Strategy (RMS) which provides further guidance around how risk management is implemented across the Fund. The RMS is updated on an annual basis to help ensure that it aligns with our purpose, criteria for success and key strategies. It also includes the material risks and mitigation strategies in place. Performance against the RMF is reported to the Audit Compliance and Risk Management Committee and the Board through periodic risk reporting.
The Board reviews and approves the RMS and sets the overall risk appetite for VicSuper which is documented in the Risk Appetite Statement. The Executive Team monitors VicSuper’s risk profiles and reviews the operating effectiveness of key controls within the business on a regular basis. The risk management structure helps ensure risk management is performed at all levels of the Fund in accordance with the RMF.
The Compliance Framework sets out systems and procedures in place to assist VicSuper in meeting its legislative and regulatory compliance requirements. Responsibility for ensuring compliance with these sits at various levels within our business.
As a holder of an Australian Financial Services Licence (AFSL) and a Registerable Superannuation Entity (RSE) Licence, VicSuper is obliged to meet a number of licence obligations. We are also obligated to report significant licence breaches or potential breaches to the relevant regulator (ASIC and APRA).
Our AFSL & RSE Breach and Incident Reporting Policy and Guidelines outline when and how a breach or incident is to be reported. Compliance concerns or breaches are reported to the Compliance and Risk Management Team. They adopt a careful and diligent approach when reviewing and assessing incidents and breaches. Reports are provided to the Audit, Compliance and Risk Management Committee, the Board and the regulator if required. All breaches and potential breaches are recorded on our Breach Register together with supporting documentation.
VicSuper uses independent auditor Deloitte Touche Tohmatsu to conduct an external audit of VicSuper's and VicSuper Fund's financial statements. The audit for a financial year is completed in September of the following financial year.
A custodian is a specialist organisation that holds title to an investor's assets, undertakes registration of securities, holds investments in safe custody and maintains accounting and taxation records on the investor's behalf. VicSuper Fund's custodians are currently National Australia Bank (AFSL 230686) and Westpac Banking Corporation (AFSL 233714), which maintains VicSuper Fund’s bank account.
Our business is built on relationships and these relationships extend far and wide. Each and every one of them is important – whether it’s with the people who rely on us to look after and grow their retirement savings, and the employers who place their trust in us above all other super funds, or the communities in which operate. In fact all of these groups are essentially stakeholders in VicSuper. We work with these stakeholders in range of different ways.
Our members are our largest stakeholder group – they’re why we do what we do. We interact with members in all sorts of ways: through face-to-face and online seminars, over the phone and in writing, via social media, via our website, and through VicSuper MembersOnline (desktop and mobile). We also survey our members through our Voice of the Customer survey program, gathering their feedback at different stages of their superannuation journey with us. And we use this feedback to constantly refine and improve what we’re doing.
We support thousands of employers Australia-wide, big and small. On any given day our Business Development, Employer Services and Financial Advice teams are working with employers, providing support, information, answering questions, and outlining super obligations. We make it as simple as possible for them to manage the administrative tasks associated with providing super to their employees, using tools such as digital access to EmployersOnline and our Clearing House solution. And we conduct workplace seminars, webinars and workshops to help build their understanding of super and their obligations.
We want our employees to love what they do and to feel supported in what they do. We formally engage with each employee on their performance and development objectives twice a year. We also collect their feedback through the annual VicSuper Voice survey. Our People Committee shares insights on this feedback with our management team so that we can develop initiatives that help make VicSuper a great place to work. Our employees receive regular updates on VicSuper’s performance through CEO-led breakfast seminars, team meetings, our intranet and our internal social media platform.
Investment managers, advisers and consultants
Our investment managers, advisers and asset consultants provide our management team and the Trustee with strategic investment advice on how to respond to changes in the economy and our external environment. Whenever we appoint a new investment manager, we undertake a thorough due diligence process and, once appointed, we hold regular meetings and teleconferences. We also receive feedback and reports from third-party specialists who engage with the companies we invest in on environment, social and governance issues.
The service providers we engage
We try to work with suppliers whose values are aligned to ours. We look for opportunities to maximise innovation, efficiency and continuous improvement for both parties. We undertake due diligence prior to the appointment of new suppliers or business partners, in order to develop more proactive and collaborative working relationships.
Government, regulators and voluntary organisations
We regularly meet and engage with government representatives on issues including industry reform, policy development, economic development and the natural environment. We participate in public policy discussions through industry forums, networks and working groups. We engage in industry change initiatives through our voluntary signatory organisations, including the Principles for Responsible Investment, the United Nations Environment Programme Finance Initiative and the Natural Capital Declaration.
We participate in a number of industry associations, either as direct members or through collaborations. We also participate in round tables and collaborate in research projects with industry peers, experts and local business leaders.
The Victorian community
Every year we run a broad range of advice and education initiatives to help build financial skills and knowledge in the Victorian community – largely through our Community Connect program. These freely available initiatives are delivered to targeted groups within our community, including women, Millennials and Gen Y, redundant workers and pre-retirees. We also participate in research projects which seek to contribute to economic innovation and jobs growth in the community. Our employees also make individual contributions to the community, participating in company volunteering and fundraising activities.
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