Concept One Pty Ltd is the Corporate Trustee of

Transcription

1 Concept One Pty Ltd is the Corporate Trustee of What is provided for you in the following pages? Concept One Pty Ltd as Trustee of the Concept One the Industry Superannuation Fund (the Fund) has long believed in operating the Fund in a transparent manner and has for a long time provided a lot of the information that has now become a requirement for all funds to disclose. Within this document the Trustee outlines: 1. The Fund structure; 2. Your Trustee Board and personal profiles; 3. The process of removing Board members in cirumstances where they fail to meet the Fit & Proper requirements or the Fund s Training Policy, Board Charter or the Board Code of Conduct; 4. Details of attendance by Board Members at Trustee meetings; 5. Trustee Remuneration. The Fund Structure Concept One Pty Ltd (the Trustee) is a corporate Trustee established for the sole purpose of acting as Trustee of Concept One the Industry Superannuation Fund. As the Trustee operates for the sole purpose of its members with interim and declared crediting rates added to members accounts after member fees, the Trustee does not operate with the view of making a profit, unlike a publicly listed company. The corporate entity has two shareholders each holding two shares: Independent Education Union of WA (IEUWA) and Association of Independant Schools of WA (AISWA) The shareholders receive up to a maximum of ten thousand dollars per annum to promote the Fund at events organised by them where the Fund is able to present to attendees. other payments are made. Each Director of the Fund is appointed for a term of five years and can only serve a maximum of two terms. Each Director is eligble to nominate for a second term provided all ongoing training requirements have been completed. The nomination rules are outlined in the Annual Report available on the Fund s website The Trustee is governed by its Constitution which is available on the Fund s website

2 Your Trustee Board and personal profiles Concept One Pty Ltd is the corporate Trustee of Concept One the Industry Superannuation Fund. The corporate trustee consists of six Directors and a Fund Secretary. The principal responsibility of the Board is to act in the best interests of all members. Name: Dr Kenneth Evans of the Board Appointed to the Board: 29 January 2009 Elected : 28 February 2013 Qualifications: B.Sc. (UWA), M.Ed (UWA), Ed.D (U of T), FIAEA Dip.Fin. Services (Super), AIF Ken joined the Concept One Board in 2009 and became of the Board in Ken holds a Diploma of Superannuation and is an Accredited Investment Fiduciary. When Ken joined the Board he brought with him over 30 years of experience in both the government and private sectors. Ken held the role of CEO of a State Government agency and was the WA Electoral Commissioner and is currently of a school board. Ken s tertiary qualifications include Bachelor of Science & Education and Doctor of Education and he previously held the position of of the Board for the Association of Independent Schools in WA and of the Independent Schools Council of Australia. Ken also sits on the following Concept One Committees Audit Finance Risk and Compliance and also Investment. Name: Theresa Howe Director / Investment Committee Appointed to the Board: 15 December 2011 Elected Chair of Investment Committee: 21 August 2014 Qualifications B Ec,Dip Ed, Dip.Fin. Services (Super) Theresa joined the Board in 2007 as Fund Secretary, a non-voting position on the Board, before becoming a Director of the Trustee company in Theresa also holds the Diploma of Superannuation and is an Accredited Investment Fiduciary along with a Bachelor of Economics, Diploma in Education. Theresa s background is in small business with six years as a teacher of secondary business studies and mathematics before joining the Independent Education Union of WA. Theresa is now retired from her role with the IEUWA. Theresa also sits on the following Concept One Committee Marketing & Communications.

3 Name: Valerie Gould Director Appointed to the Board: 29 September 2015 Valerie has been Executive Director of AISWA for seven years and has extensive experience in running an organisation of almost 70 staff with a significant budget. Part of her role has been oversight of extensive grants programs for millions of dollars. Valerie s tertiary qualifications are in the field of Economics and Education with seven years spent working in the commercial accounting environment in New York at what is now known as Ernst & Young. Valerie has always had an interest in investments and has a solid knowledge in that area. Valerie also sits on the following Concept One Committees Audit Finance Risk and Compliance and also Marketing and Communications. Name: Pete Kuppens Director / Audit Finance Risk & Compliance Committee Appointed to the Board: 28 February 2013 Elected Chair of Audit, Finance, Risk & Compliance Committee: 28 February 2013 Qualifications: Adv. Dip Acct, Dip. Bus Mngmt. F.Fin. Pete joined the Board in 2013 as part of the merger of The Industry Superannuation Fund and Concept One Superannuation Plan. Pete holds an advanced Diploma in Accounting, Diploma in Business Management and is a Fellow of the Financial Services Institute of Australia. After finishing a 36 year career in banking with BankWest Pete took on the role of financial controller for a major WA security company. Pete is currently the Chair of the Audit Finance, Risk & Compliance Committee. Pete has completed the Fund s training requirements of the Certificate in Trusteeship and Investments and envisages completing Insurance in Superannuation in Pete also sits on the following Concept One Committee Investment.

4 Name: Angela Briant Director / Remuneration Committee Appointed to the Board: 5 vember 2015 Elected Chair Remuneration Committee: 5 vember 2015 Angela brings with her appointment to the Board over 12 years of experience as a previous Director with the $3 billion Tasplan Fund. During Angela s time with Tasplan the funds-under-management grew from $650 million to $3 billion. Angela has also been involved in a number of committees and was part of the Fund s Marketing and Member Education committee which assisted with the growth of the Fund. She is highly passionate about superannuation for women to ensure they have adequate funds in retirement. Angela also sits on the following Concept One Committees Audit Finance Risk & Compliance and also Investment. Name: Director / Marketing & Communications Committee Appointed to the Board: 28 February 2013 Elected Chair Marketing & Communications Committee: 28 February 2013 Qualifications : B.Comm (Mgt, Mkt & Info Systems). joined the Board in 2013 as part of the merger of The Industry Superannuation Fund and Concept One Superannuation Plan. Holding a Bachelor of Commerce degree, runs his own business specialising as a Business Consultant in IT. has completed the Fund s training requirements of the Certificate in Trusteeship and Investments and is currently undertaking Insurance in Superannuation. is Chair of the Concept One Marketing & Communications Committee. also sits on the following Concept One Committee Investment.

5 Removing Trustee Directors The Australian Prudential Regulation Authority (APRA) applies a number of Prudential Standards on each individual Director of the Trustee and Responsible Persons. One of these Prudential Standards relates to Fitness & Propriety as defined in the standard. Prior to being appointed each nominated person must complete and sign a Statutory Declaration that they are not a disqualified person within the definition of the Corporations Act 2001 or any similar legislation overseas. They are required to obtain a National Police Certificate in relation to all recorded unspent offences and offences in respect of dishonest conduct. A search of the Bankruptcy, ASIC and APRA registers are also undertaken. The Removal of a Director The procedure to remove a Director is contained in both the Fund s Fit & Proper Policy, and also the Constitution (section 22 Removal and Resignation of Directors). This includes where the Director has become disqualified by APRA, becomes a disqualified person under SIS or has been assessed by the other Trustee Directors that he or she does not meet the conditions outlined in clause 22.6 and These include failure to comply with the Fund s Training Policy, Board Charter or Fit & Proper person test under the SIS Act. The steps to be followed in the removal process are: 1. The of the Board, the CEO and the Chair of the Audit, Finance, Risk and Compliance Committee are to be notified: a. If a notice is received from APRA or any other regulatory body informing that a Director has become a disqualified person; or b. the CEO / Company Secretary, the Auditor or another Director makes an adverse assessment of a Director pursuant to section 22 of the Constitution. 2. The of the Board along with the Chair of the Audit, Finance Risk and Compliance Committee will; a. Where a notice is received by a regulatory authority convene a meeting of the Board within 48 hours and waive notice of the Board meeting; or b. Assess the adverse assessment in accordance with the relevant Fund Policies or Constitution and convene a meeting of the Board within 48 hours and waive notice of the Board meeting. 3. Where the considers necessary the Fund s legal representative will be involved. 4. The shall inform the Director in writing of their removal and the reason for the removal. 5. The shall inform APRA and the Fund s Auditor in writing within 14 days of the disqualification arising or within 14 days after the removal process has been completed where the disqualification has occurred as a result of a tice of Disqualification issued by APRA. 6. All minutes and agenda papers in relation to the removal will be made available to APRA and the Fund s Auditor. 7. The members will be informed of the removal of a Director via the Annual Report or where deemed necessary by a Significant Events tice.

6 Details of attendance by Board Members at Trustee meetings Ongoing regulatory change in superannuation has heightened the Board s commitment to ensuring that the Fund s obligations and responsibilities to its members and stakeholders are fulfilled through its governance practices. These changes require the Board to meet more regularly than they have met in the past to ensure the tight deadlines. The Board holds on average between ten to eleven meetings a year to deal with the running of the Fund. Below is the attendance record for each Trustee Board meeting and the various committee meetings. Year ended 30 June 2015 Board meetings Ken Evans Theresa Howe Judith Treby Pete Kuppens Tim Daly Nigel Briggs 1 Held Attended Investment Committee Meetings Theresa Howe Ken Evans Judith Treby Pete Kuppens Tim Daly Bruce Maloney 2 Held Attended Audit, Finance Risk and Compliance Committee meetings Pete Kuppens Ken Evans Tim Daly Graeme Robson 3 Held Attended Marketing & Communications Committee meetings Ken Evans Theresa Howe Judith Treby Held Attended Nigel Briggs stood down 31 January Bruce Maloney is an investment professional who is employed by the Fund. 3 Graeme Robson is an independent qualified accounting professional and is paid on a fee for service basis.

7 The Fund s Service Providers The Trustee outsources all of its material services to professional service providers to leverage off the scale of some of these providers. ne of the service providers are associated with Concept One Pty Ltd. Name Service Provided Part of Concept One Pty Ltd Yes / ABN Date contract commenced or renewed Term of Contract Administration and Consultancy April years + 1 year extension Financial Services February year Investment Consultant May years Auditor July years Internal Audit Performance standards testing July years Insurer January years Tax Return ncontractual basis Day-to-day operating account ncontractual basis Barton Consultancy Actuarial ncontractual basis Vacant Declined claims assessment Annually renewable

8 Trustee Remuneration Superannuation Prudential Standard 510 requires that a Board Remuneration Committee must be established. Concept One Pty Ltd has established processes for determining remuneration arrangements for all Directors, Fund Secretary and other employees. The Remuneration Policy sets out the Trustee s remuneration philosophy and principles and is aligned to the Trustee s business and people strategies. The Remuneration Committee receives data from various sources which includes reviewing Fund annual reports and the purchase of the McGuirk Remuneration Survey which is in alliance with the Australian Institute of Superannuation Trustees and the AM Institute. The McGuirk Remuneration Survey for 2015 illustrated that 87 superannuation funds contributed to the survey of which 61% were industry funds like Concept One, 39% had 40,000 or less members with assets ranging from $65 million to $65 billion in size. Remuneration design, decisions and actions, guided by the philosophy and principles, are established by the Remuneration Committee. The key principles of this Policy are to ensure that the Trustee: 1. Attracts, motivates and retains people with the necessary skills and commitment to managing the Fund in line with the Fund s strategic direction and in the long term interests of the beneficiaries; and 2. Appropriately compensates people for the services they provide to the Fund; and 3. Determines remuneration in a way that ensures a level of equity and consistency across the Trustee s operations and does not encourage an unacceptable level of risk-taking; and 4. Encourages behaviours that support the long-term financial soundness of the Trustee and the Fund; and 5. Complies with all relevant legal requirements. All Board members are members of the Remuneration Committee. There are no performance or long/short term incentives linked to remuneration that may result in undue market risk being taken. Tim Daly Theresa Howe Judith Treby Pete Kuppens Ken Evans Held Attended

9 The following Remuneration schedule was approved by the Board: Remuneration applicable from 1 July Board Base fee Board Meeting fee Board $1,850 per month $1,586 Chair - Audit, Finance. Risk & Compliance Directors $975 per month $660 per month $1,190 Committees Chair 4 Committee members $994 - meeting over 4 hours up to a full day $696 - meeting less over 3 and not exceeding 4 hours $595 - meeting over 4 hours up to a full day $416 - meeting over 3 and not exceeding 4 hours $793 Board on a committee $555 Board committee meetings over 3 but not exceeding 4 hours Training Approved training is paid at the same rate for all Directors $555 over 4 hours or $389 over 3 hours but under 4 hours fee is payable for attending industry lunches or social events Actual remuneration received including SG superannuation. Five additional Board meetings were held in 2014/2015 compared to 2013/ June June 2014 Ken Evans $46,718 $48,768 Theresa Howe $31,727 $27,638 Tom Stacy Retired 30 June 2014 $25,516 Ivan Sands Retired 30 June 2014 $28,817 $32,846 $32,728 Judith Treby $26,710 $25,904 Pete Kuppens $36,912 $ Tim Daly $28,721 $35,431 Nigel Briggs Fund Secretary $15,861 $21,389 4 In circumstances where a Committee meeting follows a Board meeting held on the same day the Board meeting fee will be paid for that day.