Rest Board’s membership is subject to their ongoing performance and the Board’s need for any specialist skills or experience. The Board regularly assesses the skills, knowledge and experience required individually and collectively for the Board to effectively fulfil its role. The Board formally reviews its performance and the performance of each Director on an annual basis. Every three years, this process is facilitated by an external consultant.
The most recent review was facilitated by an external consultant in April 2023.
Directors also are required to comply with the Fit and Proper requirements as required by the SIS legislation and the Corporations Law.
Rest’s Fit and Proper Policy covers two processes being:
- A process for conducting the Board’s performance assessments; and
- The annual Fit & Proper assessment (as required under APRA SPS520).
The Board ensures that the findings of the ongoing assessment of Board competency and performance are considered at a Board meeting and any steps to be taken to rectify any shortcomings arising from the assessment are carried out.
Fit and Proper assessments
Rest conducts 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:
- Knowledge and experience
- Honesty and integrity
- 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.
The procedures to evaluate the performance of the Board and Directors takes place annually.