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Back to Corporate Governance

Conflicts Management Framework & Policy

Please note: this is a summary only and does not contain the full details which are contained in the Rest Conflicts Management Framework & Policy.
 

1. About the Conflicts Management Framework &Policy

Retail Employees Superannuation Pty Limited (Trustee) is the trustee of Rest. The Trustee has in place a Conflicts Management Framework & Policy (Policy), which sets out the Trustee’s policy and procedures for:

  • identifying, disclosing and managing conflicts; and
  • ensuring that the Trustee and each of its Directors comply with their respective legal obligations in relation to management of conflicts.

2. Legal obligations in relation to conflicts management

Trustee’s obligations
As a superannuation trustee, the Trustee must identify actual or  potential conflicts and take action to avoid or manage them.

Conflicts include tensions or differences: 

  1. between the duties owed to members and duties owed to any other person; 
  2. between the interests of members and duties owed to any other person; 
  3. between the duties to members and interests of the Trustee, its associates, responsible persons or employees; and 
  4. between the interests of members and the interests of the Trustee, its associates, responsible persons or employees.

The Board of Directors of the Trustee is responsible for developing and maintaining the Trustee’s conflicts management framework and approving the Conflicts Management Framework and Policy.

3. Persons covered by the Policy

The Policy applies to:
  1. the Rest Workforce (including non-voting committee members); 
  2. auditors; 
  3. actuaries; 
  4. any other person who performs activities that could materially affect a substantial part of the business operations or financial standing, of Rest and/or any entities owned and/or controlled by Rest, such as Super Investment Management Pty Limited (SIM) and special purpose vehicles, but excluding investee entities. 

Some parts of this framework and policy only apply to ‘responsible persons’ – which includes directors, executives, auditors and actuaries.

4. Identifying conflicts

Trustee

The Trustee must ensure that it identifies all potential and actual conflicts in the Trustee’s business operations and takes all reasonably practicable actions to ensure that they are avoided or prudently managed.

Responsible Persons

Prior to being appointed as a Responsible Person, each candidate is required to disclose any relevant conflicts of interest or duty. Further, each Responsible Person must disclose any relevant conflict of interest or duty which arises as and when the conflict arises.

Staff

All staff of the Trustee must disclose and appropriately manage conflicts in accordance with their obligations under the Policy. The Trustee must ensure that adequate training is provided to ensure that all staff have a sound awareness and understanding of the Policy and their obligation to disclose all actual, perceived and potential conflicts.

Record keeping

The Trustee maintains a Register of Relevant Duties and Register of Relevant Interests which are tabled at each Board meeting and disclosed on the Trustee's website. The General Manager Trustee Governance & Company Secretary must also record in the minutes of the Board each conflict identified and the action taken to avoid or manage that conflict.

5. Management of conflicts

The following is a summary of the process to be followed in the event of a conflict:

Once specific conflicts have been identified, they need to be disclosed so that they can be avoided or properly managed. Once disclosed, a conflict must be recorded in the relevant register.

Once a conflict has been identified and disclosed to the relevant person in line with the Policy, it needs to be avoided or prudently managed.

Some conflicts may need to be avoided. For example, depending on the circumstances: some gifts or entertainment may not be able to be accepted; some outside roles may not be able to be held while holding a position with Rest; some individuals may have to exclude themselves from decision making processes.

If a conflict cannot be avoided, it must be prudently managed by taking additional precautions. For example:
by disclosing to others involved in a decision-making process so that they are aware of the potential for the conflict to impact recommendations / decisions; by imposing appropriate limits and parameters to curtail the impact of any conflict.

Regardless of any conflict that may arise, each Responsible Person and the Board must ensure that:

  1. priority is given to the duties to and interests of the beneficiaries of Rest over the duties to and interests of any other persons; and
  2. the duties owed by the Trustee and each Director to the beneficiaries of Rest are met despite the conflict; and
  3. the interests of the beneficiaries of Rest are not adversely affected by the conflict.

6. Registers of Relevant Interests and Relevant Duties

The Trustee maintains a register of Relevant Duties and a register of Relevant Interests. For these purposes:

  • a Relevant Duty is a duty owed to other entities. A duty will be a relevant duty if it could reasonably be considered to have a potential significant impact on the ability of Rest, Rest entities and the person to act in the best interests of members. 
  • a Relevant Interest includes any relevant interests, gifts, emoluments or benefits, whether pecuniary or non-pecuniary, directly or indirectly held by the person, Rest or Rest associates. An interest, gift, emolument or benefit will be a relevant interest if it could reasonably be considered to have a potential significant impact on the ability of Rest, Rest entities and the person to act in the best interests of members. 

Both the register of Relevant Duties and the register of Relevant Interests are disclosed on Rest’s website. 

7. Compliance reporting

The General Manager Trustee Governance & Company Secretary must on an annual basis provide a report on compliance with the Policy to the Risk Committee.

8. Review of the Conflicts Management Framework and Policy

A comprehensive review of the Policy is conducted every 3 years by an operationally independent person qualified to do so. In addition, the Trustee must review the Policy at least annually to ensure that it remains accurate and up-to-date, or more frequently where required to take into account new or changing legislative, regulatory or other relevant requirements. The results of that review are reported to the Board.