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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 Rest

    The Retail Employees Superannuation Trust (Rest) was established in 1988. Open to all Australians, Rest is amongst the largest funds by membership, with around 2 million members and more than $51.5 billion* of funds under management.

    Retail Employees Superannuation Pty Limited (Trustee) is the trustee of Rest.

  2. About the Conflicts Management Policy

    The Trustee has in place a Conflicts Management Policy (Policy), which sets out the Trustee’s policy and procedures for:

    • identifying 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.

  3. Legal obligations in relation to conflicts management

    1. 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 conflict1 between:

      1. its paramount duty to the beneficiaries of Rest; and

      2. either:

        1. the Trustee's own interests; or

        2. 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.

      Under superannuation legislation, where the Trustee is in a position of conflict, the Trustee must:

      1. give priority to the duties to and interests of the beneficiaries; and

      2. ensure that the duties to the beneficiaries are met despite the conflict; and

      3. ensure that the interests of the beneficiaries are not adversely affected by the conflict; and

      4. comply with the Prudential Standards in relation to conflicts.

    2. Director’s obligations

      At general law, a Director is required to avoid a conflict or potential conflict between the Director's duty to act in the best interests of the company and with reasonable care and diligence, and any other duty the Director may owe to another person or company.

      Under superannuation legislation, where the Director is in a position of conflict, the Director must:

      1. give priority to the duties to and interests of the beneficiaries; and

      2. ensure that the duties to the beneficiaries are met despite the conflict; and

      3. ensure that the interests of the beneficiaries are not adversely affected by the conflict; and

      4. comply with the Prudential Standards in relation to conflicts.

    3. APRA Prudential Standard SPS 521

      Australian Prudential Regulation Authority (APRA) Prudential Standard SPS 521 Conflicts of Interest (SPS 521) sets out further obligations on the Trustee in relation to conflicts management.  In particular, SPS 521 requires the Trustee to have a Conflicts Management Policy that is approved by the Board.

  4. Definition of 'conflict'

    Broadly, the term 'conflict' may refer to either a conflict of duty and duty (called a conflict of duties) or a conflict of interest and duty (called a conflict of interest).

    1. Conflicts of Duties

      A conflict of duties may arise where a person owes a duty to two different parties and the interests of those parties are not aligned. 

      Where a conflict of duty arises, the conflicted person simply cannot fulfil the duties owed by the person to both parties because the interests of the parties are not aligned.  A conflict of duties cannot be 'cured' through disclosure and must be avoided.  This may require that the conflicted person stand aside from both sides of the transaction or circumstances that have given rise to the actual or possible conflict.

    2. Conflicts of Interests

      A conflict of interest may arise where a person has a material personal interest in a matter that is in conflict with the interests of another party to whom the person owes a duty.

      Wherever a conflict of interest arises, priority must be given to the duties to and interests of the beneficiaries of Rest over the duties owed to, and interests of, other persons (including the Trustee).

  5. 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.

  6. Identifying conflicts

    1. 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.

    2. 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.

    3. 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.

    4. 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.

  7. Conflicts that must be avoided

    1. All conflicts of duty must be avoided

      Where an actual or potential conflict of duties arises, the conflict must be avoided, and cannot be managed through disclosure or other means. 

    2. Conflicts of interest must be avoided if they cannot be managed    appropriately

      Generally, conflicts of interest can be managed through disclosure or other means unless they are so significant that it would not be possible for the conflicted person to act impartially and consistently with the duties owed to beneficiaries of Rest. 

      If an actual or potential conflict of interest arises and the Responsible Person believes that the conflict is such that they are not able to act impartially and consistently with the duties owed to beneficiaries of Rest, the Responsible Person must avoid the conflict.

    3. Process for avoiding conflicts

      A conflict can be avoided by abstaining from involvement in both sides of the transaction or circumstances that have given rise to the actual or potential conflict. 

      Where multiple Directors on the Board are in a position of conflict, this may result in the Board not being able to act in the matter.  For this reason, the Trustee has in place various Board Committees that have authority to perform certain delegated functions on behalf of the Board.  This enables the Board to make decisions through a Committee with delegated authority without the risk of a potential conflict impacting on the Trustee's ability to give priority to the interests of beneficiaries of Rest.

  8. Management of conflicts

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

    1. All actual or potential conflicts must be disclosed to the relevant person set out in the Policy.

    2. The conflicted person must determine whether he or she has a duty to avoid the conflict (see section 7above).

    3. 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.

    4. 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.

    5. Regardless of any conflict that may arise, each Responsible Person and the Board must ensure that:

      1. 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

      2. the duties owed by the Trustee and each Director to the beneficiaries of Rest are met despite the conflict; and

      3. the interests of the beneficiaries of Rest are not adversely affected by the conflict.

  9. 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:

    1. 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

    2. 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 interests of beneficiaries.

    For this purpose, the Trustee Board has determined materiality thresholds above which a duty or interest must be disclosed. 

    Both the register of Relevant Duties and the register of Relevant Interests must be disclosed on a publically accessible section of the Trustee's website.

  10. 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.

  11. 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. 

* As at 30 June 2018.

This website is provided by Retail Employees Superannuation Pty Limited ABN 39 001 987 739, AFSL 24 0003, trustee of Retail Employees Superannuation Trust ABN 62 653 671 394, of which Rest Super, Rest Corporate, Rest Pension and Acumen are part. It contains general advice that has been prepared without taking account of your objectives, financial situation or needs. Before acting on the information or deciding whether to acquire or hold a product, consider its appropriateness and the relevant Product Disclosure Statement (PDS), which is available on this website.

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Awards and ratings are only one factor to consider when deciding how to invest your super. Further information regarding these awards can be found at Rest.com.au/about-Rest/awards. Past performance is not an indicator of future performance. SuperRatings Pty Limited does not issue, sell, guarantee or underwrite this product. Go to www.superratings.com.au for details of its ratings criteria. For further information about the methodology used by Chant West, see www.chantwest.com.au