Governance
Governance
We’ve established rigorous standards, policies and procedures to make sure everything is managed openly, honestly and according to the law.
Board skills
The table below shows the various areas of expertise and skill level of the CareSuper Board as at 31 October 2018. The numbers in each column show how many directors have a ‘Medium’, ‘High’ or ‘Very high’ level of skill in this particular area.
| Skill level | |||
|---|---|---|---|
| Medium | High | Very high | |
| Mandated SIS requirements | 1 | 5 | 5 |
| Management of risk | 1 | 3 | 7 |
| Management expertise | - | 3 | 8 |
| Financial reporting | 1 | 5 | 5 |
| Insurance | 2 | 7 | 2 |
| Administration | 1 | 6 | 4 |
| Investments | 1 | 5 | 5 |
| Superannuation and related legislation | - | 6 | 5 |
| Governance and trusteeship | - | 3 | 8 |
| Superannuation basics | 1 | 1 | 9 |
Board performance
Our board’s performance is reviewed annually, covering:
- The board as a whole
- Board-established committees
- Individual directors, including the chair
- Governance processes.
An external review of the board’s performance is held every second year. This ensures individual directors and the board continually find ways to operate more effectively and strategically in the best interests of members. The results of the performance review are discussed by the governance and remuneration committee and the board.
Annual Board Review was completed for the financial year ending 30 June 2018 by an external provider. The evaluations included a board and senior executive survey that rated the performance of the collective board. Directors are required to complete at least 30 hours of training each year. This requirement has been met for the year ended 31 December 2018.
Board attendance history
See the attendance at board meetings by directors over the past seven years.
Current directors
| Director | 2017/18 | 2016/17 | 2015/16 | 2014/15 | 2013/14 | 2012/13 | 2011/12 |
|---|---|---|---|---|---|---|---|
| Catherine (Cate) Wood | 8 of 8 | 8 of 8 | 10 of 10 | 10 of 10 | 12 of 12 | 12 of 12 | 10 of 11 |
| Gabriel Szondy | 8 of 8 | 8 of 8 | 8 of 10 | 9 of 10 | 9 of 12 | 10 of 12 | 9 of 11 |
| Julie Bignell | 8 of 8 | 8 of 8 | 9 of 10 | 9 of 10 | 10 of 12 | 3 of 4 | |
| Keith Harvey | 8 of 8 | 8 of 8 | 10 of 10 | 9 of 10 | 7 of 7 | 3 of 3 | |
| Katherine Sampson | 8 of 8 | 8 of 8 | 10 of 10 | 9 of 10 | 3 of 3 | ||
| Andrea Waters | 8 of 8 | 8 of 8 | 10 of 10 | 4 of 4 | |||
| Terence (Terry) Wetherall | 7 of 8 | 7 of 8 | 8 of 9 | ||||
| Michelle Gardiner | 8 of 8 | 8 of 8 | 3 of 4 | ||||
| Claire Keating | 8 of 8 | 4 of 4 | |||||
| Jeremy Johnson* | 3 of 4 |
*Incoming directors:
Jeremy Johnson – 1 January 2018
Previous directors
| Director | 2017/18 | 2016/17 | 2015/16 | 2014/15 | 2013/14 | 2012/13 | 2011/12 |
|---|---|---|---|---|---|---|---|
| Chris Christodoulou | 7 of 8 | 8 of 8 | 10 of 10 | 9 of 10 | 11 of 12 | 8 of 8 | |
| Graeme (Sandy) Grant | - | 6 of 6 | 10 of 10 | 10 of 10 | 12 of 12 | 12 of 12 | 10 of 11 |
| David Michaelis | - | 4 of 4 | 9 of 10 | 10 of 10 | 11 of 12 | 8 of 8 | |
| John Burge | - | - | - | - | 7 of 9 | 12 of 12 | 10 of 11 |
| Sue-Anne Burnley | - | - | 4 of 6 | 9 of 10 | 12 of 12 | 7 of 12 | 10 of 11 |
| Michael Want | - | - | - | - | 6 of 6 | 11 of 12 | 10 of 11 |
| Barry Watchorn | - | - | - | 6 of 6 | 12 of 12 | 12 of 12 | 10 of 11 |
| Garry Brack | - | - | - | 7 of 8 | 5 of 10 | 8 of 8 | |
| Monica Clavijo | - | - | 5 of 7 | 6 of 10 | 11 of 12 | 3 of 4 | |
| Mark Sibree | - | ||||||
| Greg McLean | - |
**Outgoing:
Mark Sibree – 31 December 2017
Greg McLean – 31 May 2018
Chris Christodoulou - 31 October 2018
Committee meeting attendance – Governance and Remuneration Committee
See the attendance at the Governance and Remuneration Committee meetings by the relevant directors over the last two financial years. This committee is responsible for board renewal.
| Director | 2017/18 | 2016/17 |
|---|---|---|
| Catherine (Cate) Wood1 | 4 of 4 | 5 of 5 |
| Terence (Terry) Wetherall (Chair)2 | 5 of 5 | 1 of 2 |
| Chris Christodoulou3 | 5 of 5 | 5 of 5 |
| Katherine Sampson4 | 5 of 5 | 1 of 1 |
| Julie Bignell5 | 1 of 1 | |
| Graeme (Sandy Grant)6 | - | 4 of 4 |
| David Michaelis7 | - | 3 of 3 |
1 Resigned from committee 31 March 2018
2 Appointed to committee as Chair from 1 January 2017
3 Resigned from committee 31 October2018
4Appointed to committee from 1 June 2017
5Appointed to committee as Chair from 1 April 2018
6Resigned from committee 31 March 2017
7Previous chair - resigned 31 December 2016
How we remunerate directors
The board brings to the table specialist skills and experience to ensure the Fund is professionally governed. Director remuneration is set using a total annual fee approach for both board and committee work. The fees for the chairs of the Fund and each committee reflect the additional time and commitment necessary to carry out their duties. Committee members also receive an annual fee, which is commensurate with the number of meetings normally scheduled for each committee. Some directors are on more than one committee.
The target level of income for directors and chairs is guided by the median remuneration paid for these roles in ‘profit to members’ funds of a similar size, taking into account funds under management, membership and contribution levels.
| 2018/19 directors' fee | |
|---|---|
| Chair annual fee | $103,735 |
| Deputy Chair annual fee | $72,845 |
| Director annual fee | $53,940 |
| Additional fee – Chair, Compliance, Audit and Risk Management Committee | $13,490 |
| Additional fee – Chair, Investment Committee | $16,185 |
| Additional fee – Deputy Chair, Investment Committee | $8,865 |
| Additional fee – Chair, Member and Employer Services Committee | $10,795 |
| Additional fee – Chair, Development and Product Committee | $10,795 |
| Additional fee – Compliance, Audit and Risk Management Committee | $3,696 |
| Additional fee – Investment Committee | $4,431 |
| Additional fee – Member and Employer Services Committee | $2,960 |
| Additional fee – Development and Product Committee | $2,960 |
| Additional fee – Claims Review Committee | $8,842 |
| Additional fee – Governance and Remuneration Committee | $2,960 |
Remuneration for the last two financial years is available below.
How we remunerate staff
The objectives of the Fund’s remuneration policy are to ensure that:
- CareSuper provides a fair, equitable and competitive remuneration framework that recognises and rewards individual and collective contribution
- CareSuper attracts and retains suitably qualified and experienced people and rewards them appropriately
- CareSuper’s remuneration reflects the market in which the Fund competes for the capabilities required to achieve its business priorities and is consistent with its values and all profit-to-members ethos.
Staff are remunerated by way of a fixed salary package. The Fund does not pay short or long term incentives, believing these are not aligned with its ‘profit to members’ ethos. Annually, the CEO sources relevant market data from surveys to benchmark the salaries of each position within the Trustee Office. The annual salaries budget and total increases are approved by the Governance and Remuneration Committee.
How we remunerate executives
Remuneration details of CareSuper’s executive staff are available below.
We believe that having a broad range of views and experiences represented at Board and staff level is essential for quality decision-making and we consciously seek diversity across gender, age, experience, skills and professional backgrounds.
| Category | Men | Women |
|---|---|---|
| Board | 4 | 7 |
| Executive team | 3 | 4 |
| Other staff | 33 | 52 |
We’re transparent about what it costs to run CareSuper successfully for members.
| Area | Spend |
|---|---|
| Trustee, staff & related costs | $12,322,036 |
| Office expenses | $1,650,714 |
| Professional services | $1,114,502 |
| Member & employer services | $3,566,608 |
| Fund promotion | $6,259,348 |
| Government changes | $915,816 |
| Member & employer administration costs | $13,197,940 |
Dated as at 30 June 2018
Audited financial reports for 2017/18
CareSuper’s financial audited figures for the 2017/18 financial year
Trustee’s financial audited figures for the 2017/18 financial year
CareSuper’s policies and procedures govern how the Fund operates.
CareSuper Code of Conduct
At CareSuper, we’re committed to delivering a certain standard of practice as set out in our Code of Conduct. Our code is a statement of our shared values and commitment. It provides a framework that sets the expectations of how we conduct ourselves and our business in relation to the following:
- Professional conduct
- Use of information systems
- Use of media (including social media)
- Honesty, integrity and fairness
- Conflicts of interest
- Legal and regulatory obligations
- Confidentiality, access and disclosure
- Consequences of breaching the Code of Conduct.
Our code applies to all those who work for, act on behalf of or represent CareSuper, including board members, employees and contractors. Code implementation is the responsibility of everyone involved and is intended to raise standards and complement legislative requirements.
Proxy voting and voting behaviour
Board Appointment, Renewal and Removal Policy
Register of relevant duties and interests
Privacy Policy and Privacy Collection Statement
Corporate Responsibility and Sustainability Policy
Committee charters
Compliance, Audit and Risk Management Committee
Development and Product Committee
Governance and Remuneration Committee
Member and Employer Services Committee
Insurance Code of Practice
As part of our commitment to deliver best practice products and services to members, we’ve signed up to the Insurance in Superannuation Code of Practice. Read more.
If we change anything that might affect your super account, you can be sure we’ll let you know. Typically, this will be 30 days before we make a change to fees or costs and no later than three months after the event for other changes.
It’s important to have a range of different perspectives on investing. That’s why we work with leading independent experts to help manage your super.
CareSuper’s current outsourced providers are:
| Administration* | Australian Administration Services Pty Limited (ABN 62 003 429 114) |
| Asset consultant | JANA Investment Advisers Pty Ltd (ABN 97 006 717 568) |
| Auditor – external | PricewaterhouseCoopers (Fund) (ABN 52 780 433 757) KPMG (Trustee) (ABN 51 194 660 183) |
| Auditor – internal* | KPMG (ABN 51 194 660 183) |
| Credit control services | Industry Funds Credit Control (a division of Industry Fund Services Limited, ABN 54 007 016 195) |
| Custodians* | NAB Asset Servicing (ABN 12 004 044 937) Pacific Custodians Pty Limited (ABN 66 009 682 866) |
| Insurer | MetLife Insurance Limited (ABN 75 004 274 882) |
| Insurance adviser | IFS Insurance Solutions Pty Ltd (ABN 16 070 588 108) |
| Investment managers | View the list of CareSuper’s investment managers here (including our material investment managers) |
| Legal advisers | Greenfields Financial Services Lawyers (Melbourne) (ABN 42 165 170 294) Hall & Wilcox Lawyers (ABN 58 041 376 985) Holding Redlich (ABN 15 364 527 724) |
| Tax adviser | Deloitte Tax Services Pty Ltd (ABN 41 092 223 240) |
*Indicates a material outsourced provider