Governance
We operate with full transparency. Our Board includes respected members of the legal community, committed to a rigorous governance structure to maintain thoroughness & accuracy.
Organisational structure
The Board of legalsuper is responsible for the overall strategic direction.
Our Board includes respected members of the legal community. A rigorous governance structure and set of processes ensures we maintain thoroughness and accuracy. We operate with full transparency and are committed to maintaining the quality of our offering.
Our Board has 10 Directors including an Independent Chair who is appointed by the Board. The other nine Directors are nominated by the following organisations. For detailed information regarding the process for the nomination, appointment, renewal and removal of Directors please refer to the Constitution of Legal Super:
Constitution of Legal Super Pty Limited (142.22 KB)
As at 14 October 2019, the following persons are Directors of Legal Super Pty Ltd as trustee for legalsuper:
| Name | Position held | Date appointed |
| Kirsten Mander | Independent Director, Chair of the Board | 15 December 2017 |
| Andrew Boog | Employer Director | 28 April 2017 |
| Richard Fleming | Employer Director | 27 May 2016 |
| Richard Flitcroft | Employer Director | 31 March 2019 |
| Geoff Hone | Employer Director | 20 January 2010 |
| Chris Joyce | Member Director | 28 February 2005 |
| Carita Kazakoff | Member Director | 27 April 2017 |
| Phil Kennon QC | Member Director | 9 June 2009 |
| Emma Maiden | Member Director | 29 September 2008 |
| Imogen Sturni | Member Director | 31 March 2019 |
The following appointments, retirements or resignations occurred during 2018/19:
- Vicki Rogers retired as Member Director effective on 31 March 2019
- Coralie Kenny retired as Employer Director effective on 31 March 2019
- Richard Flitcroft was appointed as Employer Director effective on 31 March 2019
- Imogen Sturni was appointed as Member Director effective on 31 March 2019
As at 14 October 2019, the following persons are members of the Executive Management team of Legal Super Pty Ltd as trustee for legalsuper:
| Name | Position held | Date appointed |
| Andrew Proebstl | Chief Executive | January 2003 |
| David Eastwood | Executive Manager, Operations and Member Services | November 2006 |
| Paul Kessell | Acting Chief Investment Officer | October 2019 |
| Patsy Mullen | Executive Manager, Member Experience | August 2016 |
| Kaye Wheatley-Brown | Executive Manager, Legal, Risk & Compliance | January 2017 |
The following appointments, retirements or resignations occurred during 2019/20:
- Edward Smith resigned as Chief Investment Officer effective 26 September 2019
- Paul Kessell was appointed Acting Chief Investment Officer effective 14 October 2019
Board & Committee Charters
Board & Committee meeting attendance records
| The Board committees | Membership (30 June 2019) |
| ADMINISTRATION & INSURANCE COMMITTEE Responsible for overseeing the fund administrator, member insurance arrangements, and the operating cost budget. | Carita Kazakoff - Chair Coralie Kenny (until March 2019) Vicki Rogers (until March 2019) Imogen Sturni (from April 2019) Richard Flitcroft (from April 2019) |
| AUDIT, RISK & GOVERNANCE COMMITTEE Responsible for the financial reporting framework, both internal and external audit, the Risk Management Framework, and oversight of compliance with the legislative, prudential and regulatory obligations of the Trustee. | Geoff Hone Chair Andrew Boog Chris Joyce |
| INVESTMENT COMMITTEE Responsible for overseeing implementation of the investment strategy, advising the Board on the design of investment options including the risk and return objectives and strategic asset allocation; investment policy; and the appointment or termination of the Custodian or Asset Consultant. | Richard Fleming - Chair Phil Kennon QC Emma Maiden Coralie Kenny (until March 2019, no replacement) |
| REMUNERATION & NOMINATION COMMITTEE Responsible for making annual recommendations to the Board on the remuneration of the senior executives and others in accordance with the Board’s Remuneration Policy; and determining the processes for the interview of nominees for the role of Director and making a recommendation to the Board. | Kirsten Mander - Chair Andrew Boog Emma Maiden |
Board Meeting Attendance for Financial Year
| Financial years ending 30 June | 2019 | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | Date Appointed | Date Retired |
| Meetings held | 7 | 7 | 7 | 6 | 6 | 8 | 9 | 8 | 6 | ||
| Meetings attended | |||||||||||
| David A. Miles AM | N/A | 7 | 6 | 6 | 8 | 9 | 8 | 6 | 01/08/2005 | 15/12/2017 | |
| Kirsten Mander | 7 | 5 | 15/12/2017 | ||||||||
| John Evans | 4 | 6 | 8 | 8 | 8 | 6 | 04/04/2004 | 31/03/2016 | |||
| Ros Everett | 5 | 6 | 6 | 7 | 20/06/2013 | 31/03/2017 | |||||
| Geoff Hone | 6 | 7 | 7 | 6 | 5 | 7 | 9 | 8 | 6 | 20/01/2010 | |
| Phil Kennon QC | 6 | 7 | 7 | 6 | 6 | 8 | 9 | 8 | 5 | 09/06/2009 | |
| Chris Joyce | 7 | 7 | 7 | 6 | 5 | 7 | 9 | 7 | 5 | 28/02/2005 | |
| Emma Maiden | 7 | 7 | 6 | 6 | 5 | 7 | 6 | 7 | 5 | 29/09/2008 | |
| Vicki Rogers | 4 | 7 | 6 | 6 | 5 | 7 | 7 | 8 | 6 | 18/10/2002 | 28/03/2019 |
| Stuart Westgarth | 3 | 6 | 8 | 8 | 2 | 01/04/2012 | 31/03/2016 | ||||
| Linda White | 5 | 6 | 5 | 5 | 9 | 6 | 5 | 24/08/1993 | 31/03/2017 | ||
| Richard Fleming | 6 | 7 | 6 | 1 | 27/05/2016 | ||||||
| Coralie Kenny | 5 | 6 | 7 | 1 | 27/05/2016 | 28/03/2019 | |||||
| Andrew Gerrit Boog | 6 | 7 | 1 | 28/04/2017 | |||||||
| Carita Kazakoff | 7 | 7 | 2 | 27/04/2017 | |||||||
| Imogen Sturni | 1 | 16/04/2019 | |||||||||
| Richard Flitcroft | 1 | 16/04/2019 |
Remuneration disclosures
Directors remuneration disclosures
Director performance evaluation & review
The Board has adopted a number of formal process to review and monitor its ongoing performance, including:
a) Each Director has a position description which sets out key performance indicators.
b) Each year the Independent Chair meets with each Director to discuss the operation and effectiveness of the Board.
c) The Independent Chair reports her findings from these discussions to the Board.
d) The Board assesses the performance of the Independent Chair.
Director remuneration
The Independent Chair’s remuneration is determined by the Board.
The remuneration of Directors other than the Chair of the Board is approved by the stakeholders of legalsuper.
Remuneration is indexed annually for a cost of living adjustment.
Travel, accommodation and other incidental costs associated with the Directors’ roles are paid or reimbursed by legalsuper.
The remuneration paid to individual Directors differs, reflecting that some Committees meet more often than others and the Chair of each Committee is paid an additional amount for the extra work involved.
Remuneration is paid directly to individual Directors, unless stated otherwise.
The remuneration paid to each Director in each of the past two financial years was as follows:
| Director | 2017/18 | 2017/18 | 2017/18 | 2018/19 | 2018/19 | 2018/19 |
| Salary ($) | Super ($) | Total ($) | Salary ($) | Super ($) | Total ($) | |
| David A. Miles, AM* | 46,053 | 4,375 | 50,428 | N/A | N/A | N/A |
| Richard Fleming | 47,185 | 4,482 | 51,667 | 50,820 | 5,335 | 56,155 |
| Andrew Gerrit Boog | 36,530 | 3,470 | 40,000 | 36,960 | 3,880 | 40,840 |
| Geoff Hone | 45,662 | 4,338 | 50,000 | 46,200 | 4,850 | 51,050 |
| Chris Joyce | 36,530 | 3,470 | 40,000 | 36,960 | 3,880 | 40,840 |
| Carita Kazakoff1 | 39,573 | 3,760 | 43,333 | 46,200 | 4,850 | 51,050 |
| Phil Kennon, QC | 41,096 | 3,904 | 45,000 | 41,580 | 4,365 | 45,945 |
| Coralie Kenny* | 47,188 | 4,483 | 51,671 | 31,185 | 3,274 | 34,459 |
| Emma Maiden2 | 41,096 | 3,904 | 45,000 | 41,580 | 4,365 | 45,945 |
| Vicki Rogers* | 36,530 | 3,470 | 40,000 | 27,720 | 2,910 | 30,630 |
| Kirsten Mander | 58,853 | 5,591 | 64,444 | 92,400 | 9,700 | 102,100 |
| Richard Flitcroft | N/A | N/A | N/A | 9,050 | 950 | 10,000 |
| Imogen Sturni | N/A | N/A | N/A | 9,050 | 950 | 10,000 |
| Grand total | 476,296 | 45,247 | 521,543 | 469,708 | 49,306 | 519,014 |
* Now retired
(1) Remuneration paid to The Australian Services Union. The Australian Services Union paid directly to Carita Kazakoff a meeting attendance fee of $2,250 ($3,250 in 2017/18).
(2) Remuneration paid to The United Services Union (50%) and Emma Maiden (50%). The United Services Union paid directly to Emma Maiden a meeting attendance fee of $4,901 ($9,033 in 2017/18).
Executive management team remuneration disclosures
Executive performance evaluation & review
The performance of all staff is formally reviewed and evaluated each year.
Each staff member meets with their direct report to review their performance over the preceding year and identify any opportunities for professional development.
The Remuneration and Nomination Committee reviews the performance and remuneration of all responsible officers of the Trustee which includes the
- Chief Executive
- Executive Manager - Operations and Member Services
- Executive Manager - Member Experience
- Executive Manager - Legal, Risk and Compliance and,
- Chief Investment Officer.
The Remuneration and Nomination Committee receives and considers a report and recommendations from the Chief Executive on the performance of the responsible officers and formulates a recommendation for the Board.
The Chief Executive submits a self-evaluation which is considered by the Remuneration and Nomination Committee.
The Board then determines any adjustment to the remuneration of the responsible officers.
Professional development
legalsuper invests in the professional development of its staff recognising the importance of them being properly trained to undertake their responsibilities and provide high levels of professional advice and service to members and employers.
This professional development includes industry conferences for the superannuation and financial services industries as well as specific tailored professional development. Staff who provide advice to members are required to undertake ongoing training to keep them abreast of changes in superannuation.
Once a year all staff from across Australia meet in Melbourne at a strategic planning and professional development meeting. Industry commentators are invited to present at this meeting to brief the team on current industry trends and developments. As part of the professional development component of these meetings, expert training consultants provide specialist professional development.
The Trustee encourages and supports staff undertaking further studies both by paying the cost of work related study and providing study leave.
Remuneration of responsible officers
The aggregate remuneration paid to each of the responsible officers in each of the last two financial years was as follows:
| Executive | 2017/18 | 2017/18 | 2017/18 | 2017/18 | 2018/19 | 2018/19 | 2018/19 | 2018/19 |
| Salary ($) | Super ($) | Other * ($) | Total ($) | Salary ($) | Super ($) | Other*($) | Total ($) | |
| Andrew Proebstl | 458,376 | 25,000 | 77,338 | 560,714 | $441,400 | $25,000 | 84,695 | $551,095 |
| Edward Smith | 261,187 | 24,620 | N/A | 285,807 | $262,618 | $27,568 | N/A | $290,186 |
| David Eastwood | 283,105 | 26,895 | 55,013 | 365,013 | $299,433 | $31,432 | 60,990 | $391,855 |
| Kaye Wheatley-Brown | 167,808 | 15,942 | N/A | 183,750 | $181,000 | $19,000 | N/A | $200,000 |
| Patsy Mullen- Conolly | 180,457 | 17,143 | N/A | 197,600 | $194,575 | $20,425 | N/A | $215,000 |
| Grand total: | 1,350,933 | 109,600 | 132,351 | 1,592,884 | 1,379,026 | 123,425 | 145,685 | 1,648,136 |
Travel, accommodation and other incidental costs incurred by responsible officers in their roles are paid or reimbursed by legalsuper and reflected in the financial statements of legalsuper. *Other includes Accrued Long Service Leave.
Trust Deed & Constitution of Legal Super
A rigorous governance structure and set of processes ensures we maintain thoroughness and accuracy. You can read more about our governing rules in the legalsuper Trust deed and the Constitution of Legal Super Pty Ltd.
legalsuper Trust Deed
Constitution of Legal Super Pty Ltd
Constitution of Legal Super Pty Limited (142.22 KB)Policies & disclosures
Refer to page 12 of the Constitution of Legal Super Pty Ltd for the relevant details.
The Independent Chair completes a Board performance assessment and reports the findings to the Board annually. The performance of the Independent Chair is also reviewed by the Board annually.
The proxy voting policy sets out how Legal Super Pty Ltd (the Trustee) manages proxy voting in respect of the publicly listed shares in which it invests.
legalsuper’s Conflicts Management Framework covers the identification, disclosure, recording and management of conflicts of interest. Conflicts of interest may arise from other interests held or from duties owed to other entities by the Trustee or our Responsible Persons. Conflicts of interest may be actual or potential conflicts. This summary sets out how the Board manages any actual or potential conflicts of duty and/or interests of Legal Super Pty Ltd (the Trustee) and its Responsible Persons to ensure that where conflicts arise, priority is given to the interests of members, so they are not adversely affected.
legalsuper register of interests (86.81 KB)As part of our Conflicts Management Framework, we maintain a Register of Relevant Interests & duties.
Board Code of Conduct (86.17 KB)This Code governs how the Board should conduct themselves in the performance of their respective duties
Employee code of conduct (123.09 KB)This Code governs how employees should conduct themselves in the performance of their respective duties, in dealings with other employees and in dealings with third parties such as clients, suppliers and contractors.
Legal Super Pty Ltd is committed to operating in accordance with good governance principles. This Governance Framework describes the key policies and procedures adopted by the Board to ensure the sound and proper governance of legalsuper.
legalsuper values diversity and has adopted this Diversity Policy to articulate and promote the benefits of diversity within legalsuper.
Sets out the role, responsibilities, composition and operation of the Remuneration & Nomination Committee.
Board skills matrix (73.93 KB)Sets out the skills and relevant experience, collective competency and diversity of the Board.
Proxy voting
The proxy voting policy sets out how Legal Super Pty Ltd (the Trustee) manages proxy voting in respect of the publicly listed shares in which it invests.
legalsuper holds Oversears shares through accounts with three investment managers. These managers have voted the proxy votes of the shares that they hold on legalsuper’s behalf:
- American Century
- GQG Partners; and
- Sanders Capital.
This report details the votes taken in respect of each company held over the period 1 July 2018 – 30 June 2019:
Proxy voting report, Overseas shares: 1 July 2018 - 30 June 2019. (338.92 KB)Audited financial statements
Financial statements 30 June 2019 (1.06 MB)
legalsuper - audited financial statements for the year ended 30 June 2019
Audited financial statements 30 June 2019 (657.78 KB)Legal Super Pty Ltd - Audited financial statements for the year ended 30 June 2019
Service providers
The Trustee outsources most operations to expert service providers. Regular tenders are undertaken to ensure the best services and products available in the market are delivered to legalsuper's members and employers.
Fund administrator
- Australian Administration Services Pty Limited ABN 62 003 429 114 (all administration enquiries and processing including receipting and allocating of contributions and payment of benefits)
Communications
- The Creative Works Pty Ltd. ABN 56 006 243 027 (develops member and employer communication material)
Custodians
- BNP Paribas Securities Services ABN 87 149 440 291 (custodian of the majority of investment assets)
Investment Managers
- legalsuper has appointed specialist investment managers to manage the assets invested with legalsuper. Investment managers currently appointed are listed here.
Asset consultant
- Willis Towers Watson Australia Pty Ltd. ABN 45 002 415 349 (advises the Trustee on investment matters including strategy)
Insurer
- OnePath Life Limited ABN 33 009 657 176 (Death, TPD and salary continuance insurance)
Corporate
- PricewaterhouseCoopers ABN 52 780 433 757 (Tax Adviser)
- KPMG ABN 20 238 520 534 (External auditor)
- Deloitte ABN 34 112 958 031 (Internal auditor)
- Hall & Wilcox ABN 58 041 376 985
- Holding Redlich ABN 15 364 527 724; and
- Maddocks ABN 63 478 951 337 (legal advisers)
Direct Investment option platform
Provided by UBS Securities Australia Ltd ABN 62 008 586 481
