Conflicts management policy

Please note: this is a summary only and does not contain the full details which are contained in the Rest Conflicts Management Policy.

1. About the Conflicts Management Policy

Retail Employees Superannuation Pty Limited (Trustee) is the trustee of Rest. The Trustee has in place a Conflicts Management Policy (Policy), which sets out the Trustee’s policy and procedures for:

• Identifying, disclosing and managing conflicts; and
• ensuring that the Trustee and each of its Directors comply with their respective legal obligations in relation to management of conflicts.

2. Legal obligations in relation to conflicts management

• Trustee’s obligations
  
  As a superannuation trustee, the Trustee has a duty to avoid placing itself in a position where there is an actual conflict or a potential conflict between:
  
  a. its paramount duty to the beneficiaries of Rest; and
  b. either:
          i. the Trustee's own interests; or
         ii. any other duties that the Trustee owes to another person or group of people.
  
  The Board of Directors of the Trustee is responsible for ensuring that the Trustee carries out its duty to identify all actual and potential conflicts and ensure that they are appropriately managed.

3. Persons covered by the Policy

The Policy applies to:

• the Trustee;
• the directors of the Trustee and all other "Responsible Persons" of the Trustee (as defined in APRA Prudential Standard SPS 520 Fit and Proper); and
• all staff of the Trustee.

4. Identifying conflicts

• Trustee
  
  The Trustee must ensure that it identifies all potential and actual conflicts in the Trustee’s business operations and takes all reasonably practicable actions to ensure that they are avoided or prudently managed.
  
  Further, the Board must take all reasonable steps to ensure that all Responsible Persons and employees of the Trustee clearly understand their obligations in relation to identifying and managing conflicts.
  
  
• Responsible Persons
  
  Prior to being appointed as a Responsible Person, each candidate is required to disclose any relevant conflicts of interest or duty. Further, each Responsible Person must disclose any relevant conflict of interest or duty which arises as and when the conflict arises.
  
  
• Staff
  
  All staff of the Trustee must disclose and appropriately manage conflicts in accordance with their obligations under the Policy. The Trustee must ensure that adequate training is provided to ensure that all staff have a sound awareness and understanding of the Policy and their obligation to disclose all actual and potential conflicts.
  
  
• Record keeping
  
  The Board keeps a record all conflicts brought before it in the Register of Relevant Duties or Register of Relevant Interests. The Company Secretary must also record in the minutes of the Board each conflict identified and the action taken to avoid or manage that conflict.

5. Management of conflicts

The following is a summary of the process to be followed in the event of a conflict:

• All actual or potential conflicts must be disclosed to the relevant person set out in the Policy.
• The conflicted person must determine whether he or she has a duty to avoid the conflict.
• Where the conflict does not need to be avoided, the party to whom the conflict is disclosed will assess the conflict and determine whether further steps are required in order to manage the conflict.
• Where the party to whom the conflict is disclosed forms the view that a conflict cannot be adequately managed through disclosure, that party will determine what additional steps must be taken in order to manage the conflict.
• Regardless of any conflict that may arise, each Responsible Person and the Board must ensure that:
  
  a. priority is given to the duties to and interests of the beneficiaries of Rest over the duties to and interests of any other persons; and
  b. the duties owed by the Trustee and each Director to the beneficiaries of Rest are met despite the conflict; and
  c. the interests of the beneficiaries of Rest are not adversely affected by the conflict.

6. Registers of Relevant Interests and Relevant Duties

The Board is responsible for maintaining a register of Relevant Duties and a register of Relevant Interests. For these purposes:

• a Relevant Duty is a duty owed by the Trustee or by a Responsible Person to beneficiaries of Rest or to any other person; and
• a Relevant Interest is any interest, gift, emolument or benefit, whether pecuniary or non-pecuniary, directly or indirectly held by the Trustee, an associate of the Trustee or a Responsible Person,

that Trustee has determined to have the potential to have a significant impact on the capacity of the Trustee, the associate of the Trustee or the Responsible Person with the Relevant Duty or Relevant Interest, to act in a manner that is consistent with the best financial interests of beneficiaries.

Both the register of Relevant Duties and the register of Relevant Interests are disclosed on Rest’s website.

7. Compliance reporting

The Company Secretary must on an annual basis conduct a review of compliance with the Policy and report the results of that review to the Board.

8. Review of the Policy

A comprehensive review of the Policy is conducted every 3 years by an operationally independent person qualified to do so.

In addition, the Trustee must review the Policy at least annually to ensure that it remains accurate and up-to-date, or more frequently where required to take into account new or changing legislative, regulatory or other relevant requirements.