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 30 September 2021. The numbers in each column show how many directors have a ‘Developing’, ‘Developed’, ‘Strong’ or ‘Very strong’ level of skill in this particular area.
| Skill level | ||||
|---|---|---|---|---|
| Developing | Developed | Strong | Very Strong | |
| Superannuation Regulation | - | 1 | 4 | 5 |
| Risk & Compliance | - | 2 | 3 | 5 |
| Financial Management | 1 | 1 | 5 | 3 |
| Insurance | - | 2 | 5 | 3 |
| Administration & Outsourcing | - | - | 3 | 7 |
| Investments | 2 | 2 | 3 | 3 |
| Understanding our Members | - | - | 4 | 6 |
| Governance & Trusteeship | - | - | 1 | 9 |
| ESG | - | 1 | 4 | 5 |
| Strategic Planning | - | - | 4 | 6 |
| Culture & Ethics | - | - | 1 | 9 |
| Chair/Deputy Chair skills | - | - | 1 | 1 |
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 2020 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 will been met for the year ended 31 December 2020.
Board attendance history
See the attendance at board meetings by directors over the past seven years.
Current directors
| Director | 2020/21 | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|---|
| Keith Harvey | 11 of 11 | 9 of 9 | 8 of 8 | 8 of 8 | 8 of 8 | 10 of 10 | 9 of 10 |
| Katherine Sampson | 11 of 11 | 9 of 9 | 8 of 8 | 8 of 8 | 8 of 8 | 10 of 10 | 9 of 10 |
| Terence (Terry) Wetherall | 11 of 11 | 9 of 9 | 8 of 8 | 7 of 8 | 7 of 8 | 8 of 9 | |
| Michelle Gardiner | 11 of 11 | 9 of 9 | 8 of 8 | 8 of 8 | 8 of 8 | 3 of 4 | |
| Jeremy Johnson | 11 of 11 | 9 of 9 | 7 of 8 | 3 of 4 | |||
| Linda Scott | 11 of 11 | 9 of 9 | 5 of 5 | ||||
| Robert Potter | 11 of 11 | 9 of 9 | 3 of 3 | ||||
| Anthony Cavanagh | 11 of 11 | 5 of 5 | |||||
| Merran Kelsall | 11 of 11 | 2 of 3 | |||||
| Vanessa Seagrove* | 3 of 3 |
*Incoming director:
Vanessa Seagrove - 23 April 2021
Previous directors
| Director | 2020/21 | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|---|
| Sascha Peldova-McClelland** | 8 of 8 | 9 of 9 | 6 of 7 | ||||
| Julie Bignell | - | 4 of 4 | 7 of 8 | 8 of 8 | 8 of 8 | 9 of 10 | 9 of 10 |
| Claire Keating | - | 4 of 4 | 8 of 8 | 8 of 8 | 4 of 4 | ||
| Catherine (Cate) Wood | - | - | 4 of 4 | 8 of 8 | 8 of 8 | 10 of 10 | 10 of 10 |
| Gabriel Szondy | - | - | 2 of 4 | 8 of 8 | 8 of 8 | 8 of 10 | 9 of 10 |
| Andrea Waters | - | - | 4 of 4 | 8 of 8 | 8 of 8 | 10 of 10 | 4 of 4 |
| Chris Christodoulou | - | - | 3 of 3 | 7 of 8 | 8 of 8 | 10 of 10 | 9 of 10 |
| Mark Sibree | - | - | - | - | 8 of 8 | 9 of 10 | 10 of 10 |
| Greg McLean | - | - | - | - | 7 of 8 | 1 of 1 | |
| Graeme (Sandy) Grant | - | - | - | - | 6 of 6 | 10 of 10 | 10 of 10 |
| David Michaelis | - | - | - | - | 4 of 4 | 9 of 10 | 10 of 10 |
| Sue-Anne Burnley | - | - | - | - | - | 4 of 6 | 9 of 10 |
| Monica Clavijo | - | - | - | - | - | 5 of 7 | 6 of 10 |
| Barry Watchorn | - | - | - | - | - | - | 6 of 6 |
| Garry Brack | - | - | - | - | - | - | 7 of 8 |
**Outgoing:
Sascha Peldova-McClelland - 22 April 2021
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 | 2020/21 | 2019/20 |
|---|---|---|
| Julie Bignell1 | - | 3 of 4 |
| Terence (Terry) Wetherall | 5 of 5 | 7 of 7 |
| Katherine Sampson | 4 of 5 | 7 of 7 |
| Linda Scott (Chair)2 | 5 of 5 | 7 of 7 |
| Keith Harvey3 | 1 of 5 | - |
| Sascha Peldova-McClelland4 | 4 of 5 | 4 of 4 |
1 Resigned 31 December 2019.
2 Appointed as Chair 31 December 2019.
3 Appointed to committee 1 May 2021.
4 Appointed to committee 1 January 2020. Resigned 22 April 2021.
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.
| 2021/22 directors' fee | |
|---|---|
| Chair annual fee | $134,321 |
| Deputy Chair annual fee | $100,741 |
| Director annual fee | $67,161 |
| Additional fee – Chair, Compliance, Audit and Risk Management Committee | $16,791 |
| Additional fee – Chair, Investment Committee | $20,148 |
| Additional fee – Chair, Member and Employer Services Committee | $16,791 |
| Additional fee – Chair, Insurance and Claims Committee | $16,791 |
| Additional fee – Compliance, Audit and Risk Management Committee | $4,198 |
| Additional fee – Investment Committee | $5,037 |
| Additional fee – Member and Employer Services Committee | $4,198 |
| Additional fee – Insurance and Claims Committee | $4,198 |
| Additional fee – Governance and Remuneration Committee | $4,198 |
| Additional fee – Benefit Payments Committee (per meeting) | $517 |
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. We have also been assessed as fully compliant with the Workplace Gender Equality Act 2012 (Act).
| Category | Men | Women |
|---|---|---|
| Board | 5 | 5 |
| Executive team | 3 | 3 |
| Middle managers | 9 | 7 |
| Other staff | 45 | 61 |
Dated as at 31 October 2020
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.
Deed of amendment 24 March 2020
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
Tax Attestation (30 June 2020)
Committee charters
Compliance, Audit and Risk Management Committee
Governance and Remuneration Committee
Member and Employer Services Committee
Insurance in Superannuation Voluntary 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* | Mercer Outsourcing (Australia) Pty Ltd (ABN 83 068 908 912) |
| Asset consultant | JANA Investment Advisers Pty Ltd (ABN 97 006 717 568) |
| Auditor – external | PricewaterhouseCoopers (ABN 52 780 433 757) |
| 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* | JPMorgan Chase Bank, N.A., Sydney Branch (ABN 43 074 112 011) NAB Asset Servicing (ABN 12 004 044 937) Citigroup Pty Limited (ABN 88 004 325 080) Certane CT Pty Limited (ABN 12 106 424 088) |
| 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 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
Annual reports
Check out our Annual Report 2020 (online version) or download a pdf version.
Find our previous annual reports on the Tools & resources page under Forms & publications.
AIST Governance Code
We support the AIST Governance Code, which consists of 21 requirements to promote continuous improvement in governance practice and aims to protect and improve outcomes for members. Adherence to the Code requires annual reporting and compliance review. Here’s our compliance report lodged for the 2021 Financial Year.
Carbon neutral reporting
We support the Australian Government’s Climate Active organisation and we’ve achieved carbon neutral accreditation for our operations. Becoming carbon neutral aligns with our Corporate Responsibility and Sustainability Policy. Here’s our latest Public Disclosure Statement for the Climate Active Carbon Neutral Program.
Member outcomes assessment
The Australian Prudential Regulation Authority (APRA) requires that all super funds complete an annual member outcomes assessment to determine whether they’re promoting the financial interests of members. View our Member outcomes assessment for financial year ended 30 June 2020.
Annual Member Meeting 2020
On Wednesday 9 December 2020 we held our virtual Annual Member Meeting for the financial year 2019/20. Our Chair of the Board Terry Wetherall AM, Chief Executive Officer Julie Lander, and our Chief Investment Officer Suzanne Branton talked about how CareSuper has performed, along with the outlook for the year ahead.
Check out the Minutes and Q&As.
View the highlights of our 2020 Annual Member Meeting.