Group Register of Relevant Duties June 2016

Transcription

1 Group Register of Relevant Duties June 2016 Scope of Register In accordance with the s Management Policy, this Register of Relevant Duties captures all duties owed by AEI or AES, or a Responsible Person of AEI or AES, to members, investors and/or shareholders of the Group, or to any other person (including organizations), that the Group has determined to be relevant because it might reasonably have the potential to have a significant impact on the Group or the Responsible Person s ability to act in the best interests of members, investors and/or shareholders. The Register below captures current relevant duties in respect of: Limited (AEI)(ABN ), the Responsible Entity of the Australian Ethical Balanced Fund (ARSN ), the Australian Ethical Australian Shares Fund (ARSN ), the Australian Ethical Diversified Shares Fund (ARSN ), the Australian Ethical International Equities Fund (ARSN ), the Australian Ethical Advocacy Fund (ARSN ), the Australian Ethical Cash Fund (ARSN ), the Australian Ethical Fixed Interest Fund (ARSN ), the Australian Ethical Emerging Companies Fund (ARSN ), the Australian Ethical Property Trust (closed), and its Responsible Persons. For the purposes of this Register, the individual managed funds, when considered together, are referred to as the Australian Ethical Managed Funds. Australian Ethical Superannuation Pty Ltd (AES)(ABN, the RSE Licensee of the Australian Ethical Retail Superannuation Fund (Super Fund)(ABN ) and its Responsible Persons. An actual conflict is a conflict which exists. A potential conflict is a conflict which has the potential to arise in certain circumstances. A perceived conflict is a situation where a third party, who may not be privy to all relevant information in relation to the situation at hand, may perceive that a conflict exists. The determinations made in Column 4 of the Register have been made with reference to these definitions. ity of the The s Management Policy (section 6.2) defines a conflict of relevant duty as any situation that might reasonably be considered to have the potential to have a material impact on the capacity of the Group, or a Responsible Person or employee of the Group, to act in a manner that is consistent with the best interests of members, investors and shareholders. The Register of Relevant Duties captures all conflicts of relevant duty which have been identified, and rates each conflict as material or not material (Column 5 of the Register) based on the Board s opinion of the capacity of the conflict of relevant duty to impact the ability of the Group, or a Responsible Person or employee of the Group, to act in a manner that is consistent with the best interests of members, investors and shareholders.

2 No ity of the Not Action Taken and/or Planned to Address the Limited Listed Entity Responsible Entity, Australian Ethical Managed Investment Funds AEI provides investment management and trustee office services (compliance, risk management, marketing, and client services) to Australian Ethical Superannuation Pty Ltd (ABN under two service provider agreements. Appointment Process 1. The appointment process must be conducted on arms length terms in line with the procedures for the appointment of material service providers as contained in the Group s Outsourcing Policy. 2. AEI must be able to demonstrate that it is in a position to perform the services at a standard equal to or better than external providers operating within a similar industry. 3. The cost for performing the services and value of services received must be competitive. 4. The AES Board may, at its sole discretion and AEI s cost, commission independent legal advice in relation to the content and scope of the agreements at the time of their negotiation. Review Process 1. The AES Board may, at its sole discretion, engage an independent consultant, or its Internal Auditor, to review the operations of, and/or services provided by, AEI, on a regular (at least biennial) basis. Benchmarking Process 1. All services outsourced within the Group must be benchmarked prior to entering a contract and at the time of a relevant contract negotiation. 2. The AES Board may determine to benchmark services at other times if it is of the belief that a benchmarking exercise would be warranted, such as where service clauses within the agreement are triggered or because of issues in the external market place. 3. If the results of a benchmarking exercise indicate that the services being provided by the associated entity are materially outside the 2 P a g e

3 No ity of the Not Action Taken and/or Planned to Address the market in terms of value, the AES Board may seek an opinion from an external group as to whether or not a market tender would be likely to identify any appropriate alternative providers. AEI is a full member of the Financial Services Council (FSC) (ABN ). AEI is a member of the Responsible Investment Association Australasia (RIAA) (ABN ). AEI sponsored the development of the RIAA Responsible Investment Benchmark Report 2016 Australia through a cash donation of $7,500. (AEI also sponsored the 2015 version of this Report.) No Membership of FSC is publicly disclosed on FSC website. No Membership of the RIAA is publicly disclosed on the RIAA website. Not The Report was prepared by RIAA based on survey data gathered and collated by Ernst & Young. For our sponsorship AEI received a one paragraph statement in the Report, and the inclusion of our logo in the Report. AEI s individual Managed Funds are referenced and rated in the Report. AEI rents its Sydney offices from Investa Nominees Pty Limited (ABN ) at an annual fee of approximately $600,000. AEI also directly owns shares in the Investa Office Fund (an unlisted property fund). Not Segregation of duties persons responsible for the negotiation of rental premises and the payment of rent and persons responsible for the making of investment decisions are different. Investment disclosed on our website at 3 P a g e

4 No ity of the Not Action Taken and/or Planned to Address the AEI arranges its business insurance through QBE Insurance, for an annual fee of approximately $80,000. AEI also directly owns shares in QBE. AEI outsources payroll and account services to White Outsourcing. Annual fees paid to White Outsourcing are approximately $90,000. AEI also directly holds shares in the Steadfast Group and White Outsourcing are a division of this Group) AEI uses Telstra to provide telephony and internet services. Annual fees paid to Telstra are approximately $50,000. AEI also directly holds shares in Telstra. AEI invested in the Link Group IPO in late October The Link Group, through Link Super, provides fund administration services to the Australian Ethical Retail Superannuation Fund. These services are provided in line with the terms and conditions of an Administration Agreement between AES and Link Super. Not Segregation of duties persons responsible for the arrangement of business insurance and persons responsible for the making of investment decisions are different. Investment disclosed on our website at Not Segregation of duties persons responsible for the relationship with White Outsourcing as a service provider and persons responsible for the making of investment decisions are different. Investment disclosed on our website at Not Segregation of duties persons responsible for the relationship with Telstra as a service provider and persons responsible for the making of investment decisions are different. Investment disclosed on our website at Not The decision to invest in the Link Group was made by the AEI CIO, whereas the day-to-day relationship with Link Super as a material service provider of AES, including performance monitoring, is maintained by the EOS. AEI s participation in the Link Group IPO had no impact on the terms or conditions of, or performance of actions under, the administration services agreement between AES and Link Super. 4 P a g e

5 No ity of the Not Action Taken and/or Planned to Address the AEI has provided Beyond Zero Emissions with desk space in the Company s Canberra Office. The Managing is a of Beyond Zero Emissions. Not Outside of the Managing s directorship with Beyond Zero Emissions, for which he receives no financial benefit, AEI has no connection with Beyond Zero Emissions. Beyond Zero Emissions have accepted a licence (not a lease) to use the space which can be revoked with 5 days notice, and are paying a nominal fee to cover utilities usage. The Managing is not involved in the day-to-day management of Beyond Zero Emission s use of desk space in the Canberra office. If AEI is required to take any action against Beyond Zero Emissions, the Managing will absent himself from any relevant discussions at the Beyond Zero Emissions Board level. This licence is not expected to impact AEI s intention to lease office space or sell the building. The CFO provides a periodic update to the Board on actions taken in relation to leasing/selling the building and the Canberra property market in general. Australian Ethical Superannuation Pty Ltd Trustee, Australian Ethical Superannuation Pty Ltd AES is a wholly owned subsidiary of Ltd (ABN )(ASFL ). AES is a member of the Association of Superannuation Funds of Australia Limited (ASFA) (ABN ). Employees who perform roles related to AES and the Super Fund are directed to speak to their Line Manager, the HR Manager or the Managing if they feel they are unable to balance any actual or potential conflict between their duties to AES and the Super Fund, and their employment by AEI. No Membership of ASFA is publicly disclosed on the ASFA website. 5 P a g e

6 No ity of the Not Action Taken and/or Planned to Address the Stephen Gibbs ) Chair, Board Chair, People, Remuneration and Nominations Committee Member, Audit, Compliance and Risk Committee Australian Ethical Chair, Board Member, Audit, Compliance and Risk Committee Australian Ethical Foundation Limited (ABN ) Chair, Board, Ecosystems Investment Management (Australia) Pty Ltd (ABN ) Expert Panel Member, Fair Work Commission (ABN ). No The Group does not have any connection with Ecosystems Investment Management (Australia) Pty Ltd Not No current conflict as the work of the Fair Work Commission s superannuation and the modern award review is on hold. In the event that an actual, perceived or potential conflict is flagged in relation to an item on a meeting agenda, the relevant Board or Committee to determine whether the flagged conflict of relevant duty or interest is an actual, perceived or potential conflict, and then whether it is material. Depending upon the outcome of these initial determinations, the Board as a whole may decide to, in relation to a conflict identified by a in relation to an item on a meeting agenda: a. Allow the to remain in the Board/Committee meeting while the matter is being discussed. b. Require the to leave the Board/Committee meeting temporarily while the matter is being discussed. c. Require the to abstain from voting on, or having any involvement in discussion of, the matter. d. Take no action because the Board/Committee considers that the conflict should not disqualify the from voting on, or from being present during discussions relating to, the matter. In all circumstances, the conflict to be recorded in the minutes of the meeting and the Register of Relevant Duties. 6 P a g e

7 No ity of the Not Action Taken and/or Planned to Address the Katherine Greenhill ) Chair, Audit, Compliance and Risk Committee Member, People, Remuneration and Nominations Committee Australian Ethical Chair, Audit, Compliance and Risk Committee Australian Ethical Foundation Limited (ABN ), and Chair of the Finance Committee, Loreto Kirrabilli Limited (ABN ) No The Group does not have any connection with Loreto Kirrabilli Limited. 7 P a g e

8 No ity of the Not Action Taken and/or Planned to Address the Mara Bun ) Member, Audit, Compliance and Risk Committee Australian Ethical Member, Audit, Compliance and Risk Committee Australian Ethical Foundation Limited (ABN ) Chair, Gold Coast Waterways Authority (ABN ), Enova Community Energy Ltd (ABN ) Industry Fellow, Griffith Business School s Centre for Sustainable Enterprise No The Group does not have any connection with the Gold Coast Waterways Authority. No The Group does not have any connection with Enova Community Energy. No The Group does not have any connection with Griffith Business School s Centre for Sustainable Enterprise. Consultant, Food Agility CRC Not In this role it is possible that Mara will be speaking with companies that Australian Ethical invests in. Consultant, Business Adaptation Network, Green Cross Australia Not The Business Adaptation Network as a place where best adaptation practice can be shared to mainstream responses and to lift Australia s resilience to the impacts of climate change. In this role, it is possible that Mara will be mediating events attended by corporate entities (some of whom Australian Ethical may invest in) and other superannuation funds. Tony Cole ) Member, Audit, Compliance and Risk Committee Member, People,, Commonwealth Superannuation Corporation (ABN ) Member, NSW Treasury Corporation Advisory Investment Committee (ABN ) Not The AES Board has determined that the Commonwealth Superannuation Corporation is not a direct competitor of AES. The actions of the CSC will continue to be monitored and the decision of the Board will be revisited if the need arises. No The Group does not have any connection with the NSW Treasury Corporation. 8 P a g e

9 No ity of the Not Action Taken and/or Planned to Address the Remuneration and Nominations Committee Australian Ethical Member, Audit, Compliance and Risk Committee Australian Ethical Foundation Limited (ABN ) Expert Panel Member, Fair Work Commission (ABN ). and Member of the Audit Committee, Advisory Board of NT Treasury Corporation Not No current conflict as the work of the Fair Work Commission s superannuation and the modern award review is on hold. In the event that an actual, perceived or potential conflict is flagged in relation to an item on a meeting agenda, the relevant Board or Committee to determine whether the flagged conflict of relevant duty or interest is an actual, perceived or potential conflict, and then whether it is material. Depending upon the outcome of these initial determinations, the Board as a whole may decide to, in relation to a conflict identified by a in relation to an item on a meeting agenda: a. Allow the to remain in the Board/Committee meeting while the matter is being discussed. b. Require the to leave the Board/Committee meeting temporarily while the matter is being discussed. c. Require the to abstain from voting on, or having any involvement in discussion of, the matter. d. Take no action because the Board/Committee considers that the conflict should not disqualify the from voting on, or from being present during discussions relating to, the matter. In all circumstances, the conflict to be recorded in the minutes of the meeting and the Register of Relevant Duties. No The Group does not have any connection with the Advisory Board of the NT Treasury Corporation. 9 P a g e

10 No ity of the Not Action Taken and/or Planned to Address the Phillip Vernon and Australian Ethical Foundation Limited (ABN ) Managing /Chief Executive Officer Employment agreement includes performance bonus incentives linked to the performance of Australian Ethical Investment Ltd (ABN )(ASFL ). and Treasurer, Responsible Investment Association of Australasia Incorporated (ABN )., Planet Ark Environmental Foundation (ABN ). Employees KPIs require employees to act in members, investors and shareholders interests. Employees are directed to speak to their Line Manager, the HR Manager or the Managing where they feel they are unable to balance the conflict. The AEI and AES Board are the ultimate decision making bodies. All Board papers relating to a key decision must be: Peer reviewed; Reviewed by the Managing ; and Made available for independent audit review. Not In the event that an actual, perceived or potential conflict is flagged in relation to an item on a meeting agenda, the relevant Board or Committee to determine whether the flagged conflict of relevant duty or interest is an actual, perceived or potential conflict, and then whether it is material. Depending upon the outcome of these initial determinations, the Board as a whole may decide to: a. Allow the to remain in the Board/Committee meeting while the matter is being discussed. b. Require the to leave the Board/Committee meeting temporarily while the matter is being discussed. c. Require the to abstain from voting on, or having any involvement in discussion of, the matter. d. Take no action because the Board/Committee considers that the conflict should not disqualify the from voting on, or from being present during discussions relating to, the matter. In all circumstances, the conflict to be recorded in the minutes of the meeting and the Register of Relevant Duties. No The Group does not have any connection with the Planet Ark Environmental Foundation. 10 P a g e

11 No ity of the Not Action Taken and/or Planned to Address the, Beyond Zero Emissions Inc. (ABN ). Management Committee Member, Investor Group for Climate Change (ABN ) Member, Economics and Investment Policy Council, Association of Superannuation Funds of Australia Limited (ASFA) (ABN ) No The Group provides Beyond Zero Emissions Inc with office space in its Canberra Office under a licence agreement. BZE pays for these facilities on a cost recovery basis. No The Group does not have any connection with the Investor Group for Climate Change. No ASFA is an industry association which represents the interests of all Australian superannuation funds. AES pays an annual membership fee to ASFA. David Barton and Australian Ethical Foundation Limited (ABN ) Chief Financial Officer Employment agreement includes performance bonus incentives linked to the performance of Australian Ethical Investment Ltd (ABN )(ASFL ). Non-Executive and Chair of the Finance, Audit, Risk and Remuneration Committee, SMART Recovery Australia Ltd (SRAU) (ABN ). Employees KPIs require employees to act in members, investors and shareholders interests. Employees are directed to speak to their Line Manager, the HR Manager or the Managing where they feel they are unable to balance the conflict. The AEI and AES Board are the ultimate decision making bodies. All Board papers relating to a key decision must be: Peer reviewed; Reviewed by the Managing ; and Made available for independent audit review. No SMART Recovery Australia Ltd has made an application for a Community Grant from Australian Ethical in (An application was also made in 2015 but was unsuccessful.) SMART Recovery is subject to the same application process as all other applicants. David Barton is not involved in making the application or reviewing the application. Outside of the application process, the Group does not have any connection with SMART Recovery Australia Ltd. 11 P a g e

12 No ity of the Not Action Taken and/or Planned to Address the Tom May and Australian Ethical Foundation Limited (ABN ) General Counsel and Company Secretary Employment agreement includes performance bonus incentives linked to the performance of Australian Ethical Investment Ltd (ABN )(ASFL )., NSW State Council, Governance Institute of Australia Ltd (ABN ). Member, NSW Law Society s Corporate Lawyers Committee Member, Privacy Working Group, Financial Services Council (ABN ). Member, Money Market Funds Working Group, Financial Services Council (ABN ). Employees KPIs require employees to act in members, investors and shareholders interests. Employees are directed to speak to their Line Manager, the HR Manager or the Managing where they feel they are unable to balance the conflict. The AEI and AES Board are the ultimate decision making bodies. All Board papers relating to a key decision must be: Peer reviewed; Reviewed by the Managing ; and Made available for independent audit review. No The Governance Institute of Australia is an independent professional association with a sole focus on whole-of-organisation governance. AEI pays an annual membership fee to the Governance Institute. No The NSW Law Society is an independent professional association which represents the legal profession in New South Wales. Tom pays an annual membership fee to the Society. No The Financial Services Council is an industry association which represents the interests of Australian investors and superannuation fund members, life insurance policy holders, users of financial advice and trustee service. AEI pays an annual membership fee to the FSC. No Member, Preparation of Risk Registers Working Group, Financial Services Council (ABN ). No 12 P a g e

13 No ity of the Not Action Taken and/or Planned to Address the David Macri Foundation Limited (ABN ) Chief Investment Officer Australian Ethical Chief Investment Officer Employment agreement includes performance bonus incentives linked to the performance of Australian Ethical Investment Ltd (ABN )(ASFL ). Employees KPIs require employees to act in members, investors and shareholders interests. Employees are directed to speak to their Line Manager, the HR Manager or the Managing where they feel they are unable to balance the conflict. The AEI and AES Board are the ultimate decision making bodies. All Board papers relating to a key decision must be: Peer reviewed; Reviewed by the Managing ; and Made available for independent audit review. Adam Kirk Head of Business Development and Client Relations Employment agreement includes performance bonus incentives linked to the performance of Australian Ethical Investment Ltd (ABN )(ASFL ). Treasurer, Australian Climate Justice Program Inc (ABN ) Employees KPIs require employees to act in members, investors and shareholders interests. Employees are directed to speak to their Line Manager, the HR Manager or the Managing where they feel they are unable to balance the conflict. The AEI and AES Board are the ultimate decision making bodies. All Board papers relating to a key decision must be: Peer reviewed; Reviewed by the Managing ; and Made available for independent audit review. No The Group does not have any connection with the Climate Justice Program. 13 P a g e

14 No ity of the Not Action Taken and/or Planned to Address the Meagan Brayne Executive Officer Superannuation and Operations Employment agreement includes performance bonus incentives linked to the performance of Australian Ethical Investment Ltd (ABN )(ASFL ). Member, Insurance Standing Advisory Panel, Association of Superannuation Funds of Australia Limited (ASFA) (ABN ). Employees KPIs require employees to act in members, investors and shareholders interests. Employees are directed to speak to their Line Manager, the HR Manager or the Managing where they feel they are unable to balance the conflict. The AEI and AES Board are the ultimate decision making bodies. All Board papers relating to a key decision must be: Peer reviewed; Reviewed by the Managing ; and Made available for independent audit review. No ASFA is an industry association which represents the interests of all Australian superannuation funds. AES pays an annual membership fee to ASFA. Member, Administration and Fund Operations Standing Advisory Panel, Association of Superannuation Funds of Australia Limited (ASFA) (ABN ). Member, Best Practice Standing Advisory Panel, Association of Superannuation Funds of Australia Limited (ASFA) (ABN ). No No 14 P a g e

15 No ity of the Not Action Taken and/or Planned to Address the Simone Thompson Risk and Compliance Manager Employment agreement includes performance bonus incentives linked to the performance of Australian Ethical Investment Ltd (ABN )(ASFL ). Member, Conference Committee, Association of Superannuation Funds of Australia Limited (ASFA) (ABN ). Employees KPIs require employees to act in members, investors and shareholders interests. Employees are directed to speak to their Line Manager, the HR Manager or the Managing where they feel they are unable to balance the conflict. The AEI and AES Board are the ultimate decision making bodies. All Board papers relating to a key decision must be: Peer reviewed; Reviewed by the Managing ; and Made available for independent audit review. No ASFA is an industry association which represents the interests of all Australian superannuation funds. AES pays an annual membership fee to ASFA. Member, Risk, Legal and Compliance Standing Advisory Panel, Association of Superannuation Funds of Australia Limited (ASFA) (ABN ). No Frances Borg Internal Auditor Deloitte (Australia) Pty Limited (ABN ) provides audit services to Boardroom Pty Limited (ABN ) with respect to GS007 reporting obligations. Registry services in relation to the AEI Managed Investment Funds are provided by Not Addressed in accordance with the requirements for service provider appointments as outlined in Outsourcing Policy. 15 P a g e

16 No ity of the Not Action Taken and/or Planned to Address the Boardroom Pty Limited. The Super Fund invests into the AEI Managed Investment Funds where registry services are provided by Boardroom Pty Limited., Deloitte Management Pty Ltd (ABN )(AFSL ). This entity is approved by APRA to be an acting trustee. The entity is not currently acting as the trustee for any RSEs. No The Group does not have any connection with Deloitte Management Pty Ltd. Tanya Gilerman and Australian Ethical Foundation Limited (ABN ) External Auditor KPMG Australia Pty Limited (ABN ) provides audit services to Link Super Pty Limited (ABN ) with respect to GS007 reporting obligations. Link Super provides find administration services to the Super Fund. Non-Executive and Chair, Finance, Audit and Risk Committee, Social Ventures Australia Limited (ABN ) Not Addressed in accordance with the requirements for service provider appointments as outlined in Outsourcing Policy. No The Group does not have any connection with Social Ventures Australia Limited. 16 P a g e

17 No ity of the Not Action Taken and/or Planned to Address the Karen Hopkins ) External Auditor KPMG Australia Pty Limited (ABN ) provides audit services to Link Super Pty Limited (ABN ) with respect to GS007 reporting obligations. Link Super provides find administration services to the Super Fund. Not Addressed in accordance with the requirements for service provider appointments as outlined in Outsourcing Policy. 17 P a g e