Governance and reporting

The AustralianSuper Board operates within an appropriate governance framework that is well maintained.

Nomination, appointment and removal of Directors

Our Board is made up of equal numbers of Directors representing members and employers. Independent Directors may also be appointed. Our Member and Employer Directors are appointed by the Trustee’s shareholders. The shareholders are the Australian Council of Trade Unions (ACTU) (through ACTU Super Shareholding Pty Ltd) and the Australian Industry Group (Ai Group). The ACTU is Australia’s peak union body and the Ai Group is Australia’s peak employer association. All appointments are subject to board ratification. Directors are appointed for a term of no more than three years, but can be reappointed at the end of the three-year term.

A number of Alternate Directors are also appointed. The Alternate Directors can represent a Director who can’t attend a Board meeting and they may also be a member of Board Committees. Each Director must meet the propriety and fitness standards outlined in the Fit and Proper Policy before their appointment is finalised and on an ongoing basis.

Directors can be removed if they no longer satisfy legislative or other requirements. This may occur if the director is convicted of a dishonesty offence, is insolvent or disqualified under applicable legislation. More information on the rules of appointment and removal of Directors can be found in the Constitution.

Governing rules/Trust Deed

AustralianSuper seeks to maintain the highest standards of fund governance and control. Good governance requires strong control mechanisms that encourage good decision making, accurate and timely execution of decisions, clear and effective accountability, regular review and assessment of governance policies and procedures and transparency. You can read more about our governing rules in the AustralianSuper Trust Deed.

Board committees and attendance records

View the attendance record of Board members.

Committees of the Board

Finance and audit committee
Chair: Claire Keating
Members: Jo-anne Schofield, Glenn Thompson, Janice van Reyk

Investment committee 
Chair:  Philippa Kelly 
Members: Pippa Downes, Russell Maddox, Michele O'Neil, Richard Price, Don Russell, Glenn Thompson, Innes Willox, Misha Zelinsky

Member and employer services committee 
Acting Chair: Gabrielle Coyne
Members: Julia Angrisano, John Dixon, Jo-anne Schofield, Janice van Reyk, Misha Zelinsky

People and culture committee
Chair: Innes Willox 
Members: Gabrielle Coyne, Michele O'Neil, Glenn Thompson, Don Russell

Risk and compliance committee
Chair: John Dixon
Members:  Julia Angrisano, Claire Keating, Don Russell, Misha Zelinsky

The following policies and disclosures assist in managing our governance responsibilities.

Code of Conduct summary

AustralianSuper has a Code of Conduct for Employees and Directors which articulate the standards of behaviour expected of them. Employees and Directors of AustralianSuper are expected to carry out their duties and responsibilities professionally and ethically. Our Code of Conduct Summary provides a brief overview of the standards.

Conflicts of interests management

AustralianSuper’s Conflicts Management Policy addresses the identification, disclosure, recording and management of conflicts. Conflicts of interest (actual, potential or perceived) may arise where our employees, Directors or Responsible Persons hold interests in or owe duties to other entities in addition to those owed to the Trustee, AustralianSuper and its members. Our Conflicts Management Policy sets out how we manage conflicts of interests, ensuring that we act in the best interests of our members and beneficiaries. As part of our conflicts management processes, we also maintain a Relevant Interests and Relevant Duties register and a Gifts & Entertainment register.  Read a summary of our Conflicts Management policy.

Anti-Bribery & Corruption statement

AustralianSuper has a zero-tolerance approach towards Bribery (including Facilitation Payments) and Corruption. We are committed to conducting all business in an honest and ethical manner. Our Anti-Bribery & Corruption statement sets out our approach to deal with any form of bribery and corruption.

Remuneration policy and disclosures

As an industry superannuation fund, AustralianSuper is run only to benefit members. Our remuneration practices reflect our members-first core value and the need to resource the fund to provide quality benefits and services to members. You can read a summary of our remuneration policy and disclosures in our Annual Report.

Whistleblower policy

At AustralianSuper, we expect the highest standards of behaviour from our staff, Directors and Committee Members and all staff have a responsibility to report matters that involve Improper Conduct within the organisation. We foster an open and transparent environment for reporting Improper Conduct, treat all Whistleblower reports as serious and take all reasonable steps to protect and support people who make a disclosure.  The AustralianSuper Whistleblower Policy can be read for more information on how, and to whom, whistleblowing disclosures can be made and how AustralianSuper will support and protect whistleblowers.

Board diversity and skills

The Trustee of AustralianSuper has approved a Board Diversity Policy which sets out how it will achieve an appropriately diverse Board, including the establishment of measurable objectives for achieving gender diversity.  This Policy is consistent with the AustralianSuper's Diversity and Inclusion Strategy for staff which seeks to support the vision of having ‘an engaged workforce which consistently delivers high performance’.

AustralianSuper recognises the benefits of having a diverse Board. A diverse Board membership will include and make good use of differences in the skills, experience, background and other characteristics of Directors and thereby facilitate consideration of a broader range of opinions in decision-making and enhancing Board performance.

The Board has in recent years been conscious of the need to increase the number of female Directors on the Board, with the initial focus for achieving diversity at Board level being gender based.

The Board has set a measurable objective to maintain at least 50% female Board composition. As at 30 June 2023, the Board exceeded this target with 7 out of 12 Directors being female.

Details of gender balance at Board, Executive and Management level at AustralianSuper are provided in the Annual Report to members.  Reporting made by AustralianSuper to the Workplace Gender Equality Agency under the Workplace Gender Equality Act 2012 is also available here.

A collective representation of the Board’s skills can be found here. The Board Skills Matrix sets out the key skills and experience that the Board is looking to achieve in its membership and the number of Directors with each skill / experience.       

Further details about the experience and background of all our Directors is available here.

Board evaluation policy 

The Trustee of AustralianSuper recognises that Board evaluation is an important governance tool which fosters discussion on whether the Board is meeting its objectives, is performing well overall and is continuing to successfully deliver on its primary objective of maximising members’ retirement benefits. 

Our Board Evaluation Policy requires the Board to formally consider whether it is meeting the objectives that it has set for itself collectively.  Part of this process includes consideration of the Board’s overall skills and culture.  The evaluation process also includes an assessment of how individual Directors have performed each year.  An internal evaluation process is undertaken annually under the leadership of the Board Chair and an external independent review is undertaken every third year (at a minimum).   The process for assessing the performance of the Board and Directors may include face to face meetings between Directors and the Chair (and the external consultant where an independent review is undertaken), the completion and evaluation of self-assessment questionnaires, group discussions and meetings with the Chairs of each Committee and the Chair of the Board (or a combination of these processes).

Board evaluation at AustralianSuper gives all Directors the opportunity for constructive feedback which assists the Board as a whole and Directors individually to improve their ability to contribute to the work of the Board.  The Board discusses the outcomes of each performance review and uses this information as the basis for considering how it can add further value to the performance of the Board. The Board evaluation process also allows the Board to identify opportunities to address knowledge gaps in broad and specific areas and to identify skill and experience requirements it may need in the future.

The annual performance assessment for the Board was completed in June 2023, with the outcomes of the review reported to the Board. Annual performance evaluations for senior management, including Executives have been completed for the period ending 30 June 2023.

Related party disclosures

For our related party disclosures refer to our Financial Statements under the 'Reports' tab above.