Board performance evaluation

This is a summary of procedures to evaluate the performance of the Board and individual directors.

A Director’s board membership is subject to their ongoing performance, the Board’s need for any competencies & any decision of the nominating Sponsor to remove a Director. The Board regularly assesses skills and experience required collectively for the Board to effectively fulfil its role and ensures that Directors maintain the required education or technical qualifications, knowledge, skills & training.

The Board formally reviews its performance, the performance of each Board Committee, each Director, the Board Chair, & each Board Committee, on an annual basis. The process is set out in the Fit and Proper Policy. At least every three years, this process is facilitated by an external and independent consultant.

The most recent review was facilitated by an external consultant in May 2024.

The annual Board performance assessment also involves the Board reviewing the fitness and propriety of Directors (including competency) and whether the Director should continue to hold a Responsible Person position and continue to be a Director. The Board considers whether the Board, collectively, has the necessary skills, knowledge and experience for the effective and prudent operation of Rest’s business operations.

The Board annually determines a competencies matrix, which identifies the competencies desired for the Board to meet its strategic and operational objectives over the relevant future period and assesses how best to address any gaps. The annual process for reviewing competencies is in the Fit and Proper Policy.  

Fit and Proper assessments

Rest conducts initial and annual Fit and Proper assessments for its responsible persons. These persons include the Directors and senior managers. The Fit and Proper assessment process may be carried out by external consultants and overseen by the Board.

In assessing the fitness and propriety of its Responsible Persons, the Trustee examines the following criteria:

1. Knowledge and experience
2. Honesty and integrity
3. Conflicts management

At the commencement of each Board meeting, each Director, Alternate Director and Responsible Person present must affirm that he or she continues to be qualified to act in the capacity of Director, Alternate Director or Responsible Person (as applicable), and complies with the Company’s Constitution and Board Charter, together with the Trust Deed of the Retail Employees Superannuation Trust and the respective obligations under each of those documents.