Corporate Governance

Rest’s Board is ultimately responsible for the governance of Rest. Its primary role is to oversee the sound and prudent management of our business operations to provide strategic leadership, guidance and delivery of Rest’s purpose.

The Rest Board is made up of both employer and employee representatives with a broad mix and diversity of skills, professional experience, tenure and personal background. One Director is nominated and appointed to the Board as Independent Chair.

 Read more about our Board members here.

Rest’s Trust Deed and Constitution set out the governing rules for how Rest operates. We updated our Trust Deed in May 2025 to reflect changes in superannuation legislation.

• Trust Deed
• Notification of changes to Rest’s Trust Deed effective 29 May 2025
• Constitution 

Rest’s Board is ultimately responsible for the governance of Rest. The Board Committees are empowered by the Board to support this work by monitoring and reviewing the areas of their delegated responsibility. The Board Committees are listed below.

• The Board Investment Committee’s (BIC) primary purpose is to assist the Board in carrying out its responsibility to maintain sound and prudent management of Rest’s investments. It does this by providing objective review and oversight of the operation of Rest’s investment governance framework.
  
  
• The Member and Employer Services Committee’s (MESC) primary purpose is to assist the Board in carrying out its responsibilities for maintaining the sound and prudent management of Rest, and to deliver outcomes in the best financial interests of members through the oversight and governance of products, strategy and member initiatives in alignment with strategic objectives.
  
  
• The People, Culture and Remuneration Committee’s (PCRC) primary purpose is to assist the Board in discharging its responsibilities by providing objective non-executive oversight of the people, values, culture and remuneration policies, frameworks and practices of Rest.
  
  
• The Risk Committee’s primary purpose is to assist the Board in discharging its responsibilities by providing objective non-executive oversight of the implementation and operation of Rest’s risk management framework.
  
  
• The Audit and Finance Committee’s (AFC) primary purpose of the Committee is to assist the Board by providing objective non-executive review and oversight of the effectiveness of the financial reporting process, investment operations, audit process and the Group’s system of internal controls and compliance. This includes overseeing the effectiveness of financial governance and reporting, audit and tax matters and other commercial matters.

The Executive Leadership Team (ELT) are responsible for the day-to-day management of Rest. They oversee and facilitate the implementation of Rest’s business plan and the execution of our business operations. This includes monitoring and reporting to the Board.

The ELT meet regularly and determine which matters need to be reported to the Board and other relevant Board Committees.

Business line management and staff members report to the ELT on Rest’s operations.

The Rest Code of Conduct describes the standards of conduct and behaviour we expect from our people and provides clear direction to help us make decisions in the best interests of our members.

Rest’s Conflicts Management Framework and Policy documents explain how conflicts are identified, disclosed and managed at Rest. As part of our Conflicts Management Framework we also maintain a Register of Relevant Interests, Register of Relevant Duties and a Gifts and Benefits Register. Read a summary of our Conflicts Management Framework and Policy.

Rest recognises that people from different backgrounds bring different skills, knowledge and experiences that assist in acting in the best interests of our members – who themselves represent a broad and diverse range of Australians. Rest’s Staff Diversity and Inclusion Policy aims to demonstrate Rest’s commitment to diversity and inclusion in the workplace.

At Rest, we are committed to the highest standards of integrity and ethical behaviour across our organisation. All staff and Directors have a responsibility to speak up about any concerns involving improper conduct. We encourage a culture of openness and accountability, take all whistleblower disclosures seriously, and are committed to protecting and supporting individuals who raise concerns. For more information on how Rest supports and protects whistleblowers, please refer to our Whistleblower Policy. 

Alongside Rest’s other governance documents and processes, the following governance policies and procedures are designed to support the Rest Board’s effectiveness and governance.

• Board Diversity Policy
• Board Performance Evaluation
• Board Skills Matrix
• Board renewal process
• Director selection, appointment and exit guidelines

The purpose of the Responsible Investment Policy is to outline the Trustee’s approach to Responsible Investment. Read a summary of our Responsible Investment Policy here. 

The Climate Change Policy is made by the Board and deals with addressing, assessing, managing, mitigating and monitoring the material risk of climate change. Read a summary of our Climate Change Policy here.

The Remuneration Disclosures sets out how Rest’s remuneration framework supports sound risk management, how performance and risk outcomes influence pay decisions, and provides details on deferrals, adjustments, governance processes and Board oversight. 

• Remuneration Disclosure CPS511 for the year end 30 June 2025
• Remuneration Disclosure CPS511 for the year end 30 June 2025 (Excel)