A Summary of the Rest Board Governance Policy relating to Board renewal processes and nomination, appointment and removal
This is a summary only and does not contain the full details which are contained in the Rest Board Governance Policy.
The Board Governance Policy:
- outlines the underlying principles and key elements of Rest’s governance framework;
- provides an appropriate, practical & consistent framework to promote strong & effective governance; and
- sets out Rest’s corporate governance framework, Board structure, Board performance assessment and Board renewal, including the nomination, appointment and removal of Directors.
The Policy applies to A Class Directors (member sponsors) and B Class Directors (employer sponsors) and their Alternates, and Independent Directors.
Board renewal is critical so the Board remains open to new ideas & independent thinking, while retaining adequate expertise and no Directors have served for a period that could, or could reasonably be, perceived to materially interfere with their ability to act in the best interests of beneficiaries.
In accordance with Rest's Constitution, Board renewals are subject to meeting the requirements relating to Board competencies as set out in the Board Governance Policy.
Maximum tenure of Directors
Directors including Independent Directors, will be appointed to the Board for terms of up to 4 years. The maximum tenure is 12 years (ordinarily 3 terms of 4 years). The 12-year maximum does not have to be continuous and does not include any period served as an Alternate Director.
Director nomination and appointment process
The Policy outlines the steps involved in nominating and appointing a Director. The selection criteria for a new Director will be established, giving consideration to the education, skills, knowledge and experience required.
Once selected, but before appointment, an initial fit and proper assessment of the proposed nominee must be conducted in accordance with the Trustee's policies and procedures.
Restrictions on appointment as Director
There are certain restrictions on appointment as director which are set out in SPS 510.
No less than 90 days prior to the end of a Director’s current term, the Board will undertake a review of the Director’s tenure to determine whether the relevant Director’s tenure will be extended for a further term.
Reappointments will be made by resolution of the Board. Prior to passing this resolution, the Board must assess whether it is appropriate for a Director to be re-appointed and will consider such matters as it considers appropriate, including (but not limited to) the factors in this Policy.
The Board may determine any further processes to be followed for the re-appointment of any person.
Terms of appointment and maximum tenure limit
Directors, including Independent Directors, will be appointed to the Board for terms of up to 4 years. The maximum tenure is 12 years (ordinarily 3 terms of 4 years). The 12-year maximum does not have to be continuous and does not include any period served as an Alternate Director.
The Board may resolve to extend the final term of a Director where exceptional circumstances apply and it considers that such an extension would benefit Rest and the Fund. The Board will assess in its sole discretion whether exceptional circumstances apply on a case-by-case basis. Rest should consider whether a Director has been a Director of Rest for such a period that their independence from management and the Member and / or Employer Sponsors may have been compromised.
Removal and resignation of directors
A person will cease to be a Director in any of the situations set out in the Constitution, including where the person retires from office by resigning, is removed by the nominating Sponsor and where the person satisfies one of the requirements for immediate vacation of office.
Vacation of office
The office of a Director will become vacant immediately if any of the events set out in clause 12.6 of the Constitution occur or if the Director is disqualified under the Financial Accountability Regime Act 2023 (Cth).
The Board may determine any further processes to be followed in relation to the removal of any person.
Resignation of Director
The resignation of a Director will be administered in accordance with the Constitution. A Director may retire from office by providing a written notice of resignation which will be provided at the next Board meeting. A notice of resignation will take effect at the time set out in the Constitution.
Alternate Directors
A person will cease to be an Alternate Director if the Director who appointed them as Alternate Director vacates the office as a Director or revokes the appointment by notice in writing, or the Alternate Director resigns in writing/one of the other events set out in the Policy in relation to vacation of office occurs
Vacancies
The Board will fill a vacancy through the nomination and appointment processes set out in the Policy.
Dispute resolution – nomination, appointment, re-appointment of removal of a Director
Where a dispute arises the matter will be resolved through discussion between the Board Chair and a representative of each of the A Class and B Class Directors. These 3 directors may consult with the relevant Nominating Sponsor Body. These 3 will make a recommendation to the Board for a vote.