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Fund Governance

First Super’s governing documents

Trust Deed and Amendment Deed

How are directors appointed and how can they be removed from office?

Constitution and Fit and Proper Policy

How does First Super manage conflicts?

Management of Conflict of interests policy

Fees paid to Directors are paid in respect of:

  • Board Meeting Payments This covers preparation for and attendance at Board meetings. For those Directors required to travel interstate to attend meetings, they will be awarded $1,000 to cover their travel, accommodation and meal costs. For more information see Interstate Travel.
  • Committee and Subcommittee Meeting Payments This covers preparation for and attendance at committee and subcommittee meetings. For those Directors required to travel interstate to attend meetings, they will be awarded $1,000 to cover their travel, accommodation and meal costs. For more information see Interstate Travel.
  • Workshop & Training Course Payments This covers Directors’ participation in approved workshops and training courses.
  • Conference Payments This covers Directors’ participation in approved conferences. These payments include an allowance for travel and accommodation for those Directors required to travel interstate to attend conferences.
  • Extra Duties Payment From time to time, the Board may ask individual Directors to devote extra time or to undertake extra duties. Directors who undertake these tasks at the Board’s direction may be paid a fee for doing so.
  • Interstate Travel Directors travelling interstate for Governance meetings and Representation duties will be paid Interstate Allowance Rate of $1,000 for only one meeting on the first day and no additional Interstate Allowance Rate for any other meetings held on the same or successive days. However, those directors shall be reimbursed for accommodation, meals and incidentals at the prevailing ATO reasonable travel rate applying to the location the meeting is held for second and subsequent days.

Directors’ and CEO Remuneration Rates for the year ended 30 June 2017

 

Role and activity

Fees and allowance

Co-chairpersons$1,500 per calendar month or part thereof
Co-chairpersons and Directors

  • Board meetings and Strategic planning day(s)
  • Committee meetings, ad-hoc Committee and Sub-committee meetings and AGM
 

  • $3,000 / meeting
  • $1,500 / meeting
Associate Directors

  • Board meetings and Strategic planning day(s)
  • Committee meetings, ad-hoc Committee and Sub-committee meetings and AGM
 

  • $2,500 / meeting
  • $1,125 / meeting
Workshops / training courses 
(Co-chairs, Directors and Associate Directors)
$1,500 / day
Domestic conferences
(Co-chairs and Directors) 
$1,500 / day
(No Interstate Allowance Rate)
International conferences and workshops
(Co-chairs and Directors)
$1,100 / day
(plus reimbursement of travel, accommodation and incidental costs as deemed appropriate by the Chair of the Remuneration Committee on advice from the CEO; or in respect of the Committee Chair, as deemed appropriate by the Co-chairs of the Fund on advice from the CEO; with details of proposed or incurred costs reported to the next Board meeting)
Representational committees

  • AIST Chair forums
  • APRA consultations
$2,250 / meeting
(plus $1,000 for interstate allowance rate where applicable)
 Industry not for profit committees
(Co-chairs and Directors) where no fee or honoraria paid by organisation to Director and where the Director is required to represent the Fund
$1,100 / day
(plus $1,000 for interstate allowance rate where applicable)
TeleconferencesFees not applicable

Training and professional development

Directors are required to undertake an induction process leading up to and following their appointment. Directors are also required to maintain their skills and competencies by participating in industry programs, seminars, conferences, relevant presentations at Board and committee meetings and other training and professional development activities. Directors and officers are required to undertake a minimum of eight hours of professional development each year to maintain their skills and competencies, but are expected to complete not less than 15 hours.

Proxy Voting

For some of its share investments, First Super’s investment managers buy shares directly in companies allowing First Super to direct the manager to vote in certain ways on matters concerning those companies. In the case of shares in companies listed on the Australian Stock Exchange, First Super takes advice from the Australian Council of Superannuation Investors but will not usually support remuneration reports where the CEO increase is above the relevant increase in Australian Weekly Ordinary Times Earnings index calculated by the Australian Bureau of Statistics.

In other cases, First Super’s investment in companies is in a fund with other investors. This type of investment does not allow First to direct the investment manager to vote on company resolutions in any particular way.

How First Super directs investment managers to vote is in First Super Proxy Voting Policy and Details of how First Super has exercised its voting rights in relation shares in listed companies.