Retail Employees Superannuation Trust (Rest) has a large and diverse membership. Rest members come from a broad range of backgrounds, cultures, gender, age, language, culture, sexual orientation, religious belief, family and caring responsibilities, marital status, life experience, education, socio-economic background, disabilities, personalities, values, perceptions and attitudes.
The Rest Board recognises that people from different backgrounds bring different skills, knowledge and experiences that assist in decision making in the best interests of Rest members. Accordingly, the Board is committed to promoting a culture that actively values those differences. The Board believes that diversity on the Board is an important part of promoting that culture.
This Policy sets down the framework for the Board’s approach to diversity. The policy is directed to the Rest Board. The Rest Group Policy addresses diversity within Rest generally. In time, it is anticipated that this Policy and the Rest Group Policy on diversity will be contained in one policy.
The objectives of this Policy include to:
- encourage diversity of thought and input on the Board;
- assist in understanding the needs of Rest’s diverse membership;
- support engagement by Rest’s diverse membership in their superannuation outcomes;
- support providing leadership to the Rest Group of the importance of having a culture that values diversity;
- support the development of recruitment, mentoring and development practices that assist in promoting diversity on the Board and Rest Group generally;
- support the recruitment and appointment of Directors on merit but, when all meritbased items are relevantly equal, imposing a target for gender diversity;
- pursue the above within the framework of:
- the Directors collectively, and each Director individually, having the necessary skills, knowledge and experience to discharge their duties as Directors of the Trustee Company;
- acting in the best interests of members and other beneficiaries;
- complying with the sole purpose test; and
- generally discharging all duties required of the Trustee and the Board under all regulatory and revenue laws and the general law.
Meaning of "Diversity"
Diversity comes in many forms. Diversity at Rest enables a wide range of perspectives which in turn can promote innovation and better products and services for our members. Rest’s workplace flexibility is an example of accommodating diverse backgrounds, perspectives and family and caring responsibilities of employees and the Board.
Scope and Rest approach
It is the responsibility of Directors of Rest to whom this Policy applies to be familiar with and comply with the current version of this Policy.
This Policy expressly addresses diversity of gender. Diversity of skills is covered in the following: Fit and Proper Policy, Board Governance Policy, Director Appointment and Exit Guidelines and Rest Learning and Development Policy. The Board Governance Policy also includes diversity within a range of factors that are relevant to the selection, appointment, re-appointment and removal of Directors.
In the application of this Policy the Board must give primacy to:
- its legal obligations; and
- the need to be satisfied that the Directors collectively, and each Director individually, has the appropriate skills, knowledge and experience to discharge their duties as Directors of the Trustee Company.
In relation to both items, it is acknowledged that it should be rare that the Board could not discharge its duties and be satisfied as to the appropriateness of the skills, knowledge and experience of the Directors while also satisfying the requirements generally of this Policy.
Diversity of gender
Diversity of gender is a consideration for any Board appointment. Candidates must be nominated according to the representational requirements as set out in the Rest Constitution. In seeking nominations according to those requirements, nominating entities will be requested to have regard to the Rest Board Diversity Policy.
Where there is more than one prospective nominee who meets the skills requirements for the Board, (i.e. they are relevantly of equal merit in this respect), the nominating entity will be encouraged to nominate the person who could assist in meeting the Board’s target and aspiration in relation to gender. Similarly, where there is more than one nominee for a Board position and they are relevantly of equal merit, the persons responsible for the appointment (as set out in the Constitution for the Trustee Company) will be encouraged to appoint the person who would assist in meeting the Board’s target and aspiration in relation to gender.
Target, aspiration and timing
Board gender target and aspiration
The Rest board has set:
- a 33% minimum target for each gender by 31 December 2020; and
- a 40% minimum aspiration for each gender.
Timing to achieve Board aspiration
The Board’s aspiration in relation to gender is to be achieved as soon as reasonably practicable while noting that this may take an extended period of time. Relevant considerations in relation to timing for achieving the aspiration include:
- the terms and anticipated tenure of the current Directors;
- any Board vacancies that may occur;
- the skills, knowledge and experience of the current Directors;
- the contributions of the current Directors;
- the skills, knowledge and experience of the Board;
- any gaps in the skills, knowledge and experience of the Board;
- the ability of nominating entities to nominate a person who satisfies the criteria;
- the representational requirements set out in the Rest Constitution.
Training and awareness
The Rest Board will support its Directors receiving training on their obligations in relation to this Policy. Directors also have obligations under the Rest Learning and Development Policy to complete at least 20 hours of training per calendar year, of which a minimum of 15 hours must be formal training.
This Policy should also be read and followed in conjunction with the following policies and procedures which apply to Rest:
- Fit and Proper Policy
- Board and Governance Policy
- Director Selection Appointment and Exit Guidelines
- Rest Learning and Development Policy
Reporting and reviews
The key aspects of this Policy and the implementation of it will be included in the annual report to members.
A report will be provided to the Board at least once per year addressing compliance with the Policy generally and progress in relation to achieving the target and the aspiration. The Policy will be reviewed every 3 years unless the Board determines otherwise. The review and monitoring of the target and the aspiration and this Policy will include taking into account.
- any gaps in the skills needs of the Board;
- progress and anticipated timing to achieving the gender target and aspiration; and
- any comments from, or engagement with, sponsoring entities of Directors in respect of supporting Rest's skills needs and gender target aspiration.
The Board will amend any part or the whole of this Policy from time to time as it considers appropriate.