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Back to Corporate Governance

Director guidelines

Please note: this is a summary only and does not contain the full details which are contained in the Rest Board Governance Policy.

1. Director selection, appointment and exit guidelines

Retail Employees Superannuation Pty Limited (Trustee) is the trustee of Rest. The Trustee has in place a Board Governance Policy (Policy) which sets out the Trustee's procedures for the selection, appointment and exit of the Directors and Alternative Directors of the Trustee. The Policy aims to ensure that Directors appointed to the Board have those attributes that are required to ensure that the Board is able to adequately govern the Fund in accordance with the law and with the governing rules of Rest.

The Policy applies to both A Class Directors (member sponsors) and B Class Directors (employer sponsors) and their Alternates, and Independent Directors.

2. Appointment and selection process

The Board believes that its membership should comprise Directors with an appropriate mix and diversity of skills, professional experience, tenure and personal background that allow the Directors individually, and the Board collectively, to:

  • Discharge their responsibilities and duties under the law effectively and efficiently;
  • Understand the business of Rest and the environment in which Rest operates so as to be able to settle with Rest Management the objectives, goals and strategic direction which will maximise benefits to members of the Fund; and
  • Assess the performance of Rest Management in meeting those objectives and goals.

The Policy outlines the steps involved in selecting 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.

The need to appoint a new Director to the Board will arise in the following situations:

  • The resignation or removal of a Director.
  • Removal of a nomination of a Director by the original nominating organisation.
  • The office of the Director is vacated.

The Board must have an equal number of A Class and B Class representative Directors and such number of Independent Directors as determined by the Board of the Trustee from time to time. The Board is entitled to appoint Independent Directors in accordance with the Trustee's Constitution.

Any Director, with the approval of the holders of that Class of share by whom the Director was appointed, may nominate in writing a person to act as an Alternate Director in his or her place. The Board may also appoint an Alternate Director to a Board committee.

When considering a candidate for appointment, the Director will be asked to consider the fitness, propriety and skills of the nominee in accordance with Rest's policies and procedures.

3. Renewal of Board

The Board has an ongoing assessment and review process to ensure that the Directors maintain the required education or technical qualifications, knowledge, skills and training. This review is formally undertaken by the Board on an annual basis, and a review is facilitated every three years by an external and independent consultant.

4. Director Resignation and Removal Guidelines

Resignation or Removal of Director from Office

Directors

A person will cease to be a Director in any of the following situations:

  • The Director resigns in writing.
  • The A Class Director is removed by his/her nominating Member Sponsors.
  • The B Class Director is removed by his/her nominating Employer Sponsors.
  • The Board resolves to remove or not renew the appointment of an Independent Director in accordance with the terms under which the Independent Director was appointed.
  • The office of a Director is otherwise vacated, as set out below.

Vacation of office

The office of a Director will become vacant immediately if:

  • The Director becomes insolvent under administration; or
  • The Director becomes of unsound mind; or
  • The Trustee becomes aware that the Director is a Disqualified Person within the meaning under the SIS Act; or
  • The Director is prohibited from acting as a Director, by reason of an order made under the Corporations Act 2001 or the SIS Act; or
  • The Directors, excluding the relevant Director, resolve that the Director is not a fit and proper person (within the meaning of the Trustee's policies and procedures); or
  • The Director dies, or the Director’s tenure of office expires;
  • The Board resolves that the Director should cease to be a Director after taking into account the selection criteria.

Any exiting Director who retires or is removed from office must be replaced by the appointment of another Director within 90 days, in accordance the Policy, such that the Board has an equal number of A Class Directors and B Class Directors.

An Independent Director who retires or is removed from office may be replaced by another Independent Director.

Alternate Directors

A person will cease to be an Alternate Director if:

  • The Director who appointed him or her as Alternate Director vacates office as a Director.
  • The Director who appointed him or her as Alternate Director revokes the appointment by notice in writing.
  • The Alternate Director resigns in writing or one of the events set out in the "Vacation of Office" section above occurs in relation to the Alternate Director.