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Home About Governance

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)
Organisational structure chart


As at 14 October 2019, the following persons are Directors of Legal Super Pty Ltd as trustee for legalsuper:


NamePosition heldDate appointed
Kirsten ManderIndependent Director, Chair of the Board15 December 2017
Andrew BoogEmployer Director28 April 2017
Richard FlemingEmployer Director27 May 2016
Richard FlitcroftEmployer Director31 March 2019
Geoff HoneEmployer Director20 January 2010
Chris JoyceMember Director28 February 2005
Carita KazakoffMember Director27 April 2017
Phil Kennon QCMember Director9 June 2009
Emma MaidenMember Director29 September 2008
Imogen SturniMember Director31 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:

NamePosition heldDate appointed
Andrew ProebstlChief ExecutiveJanuary 2003
David EastwoodExecutive Manager, Operations and Member ServicesNovember 2006
Paul KessellActing Chief Investment OfficerOctober 2019
Patsy MullenExecutive Manager, Member ExperienceAugust 2016
Kaye Wheatley-BrownExecutive Manager, Legal, Risk & ComplianceJanuary 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 meeting attendance records


The Board committeesMembership (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 June201920182017201620152014201320122011Date AppointedDate Retired
Meetings held777668986

Meetings attended










David A. Miles AM
N/A766898601/08/200515/12/2017
Kirsten Mander75






15/12/2017
John Evans


4688604/04/200431/03/2016
Ros Everett

5667


20/06/201331/03/2017
Geoff Hone67765798620/01/2010
Phil Kennon QC67766898509/06/2009
Chris Joyce77765797528/02/2005
Emma Maiden77665767529/09/2008
Vicki Rogers47665778618/10/200228/03/2019
Stuart Westgarth


36882
01/04/201231/03/2016
Linda White

565596524/08/199331/03/2017
Richard Fleming6761




27/05/2016
Coralie Kenny5671




27/05/201628/03/2019
Andrew Gerrit Boog671





28/04/2017
Carita Kazakoff772





27/04/2017
Imogen Sturni1







16/04/2019
Richard Flitcroft1







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:

Director2017/18 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:

Executive2017/18 2017/18 

2017/18 2017/18 2018/19 2018/19 2018/19 2018/19 

Salary ($)Super ($)Other * ($)Total ($)Salary ($)Super  ($)Other*($)Total ($)
Andrew Proebstl458,37625,00077,338560,714$441,400$25,00084,695$551,095
Edward Smith261,18724,620N/A  285,807$262,618$27,568 N/A$290,186
David Eastwood283,10526,89555,013365,013$299,433$31,43260,990$391,855
Kaye Wheatley-Brown167,80815,942N/A  183,750$181,000$19,000 N/A$200,000
Patsy Mullen- Conolly180,45717,143N/A 197,600$194,575$20,425 N/A$215,000
Grand total:1,350,933109,600132,3511,592,8841,379,026123,425145,6851,648,136

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. 

Policies & disclosures


Nomination, appointment & removal of Directors

Constitution of Legal Super Pty Limited (142.22 KB)

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.



Proxy voting policy

Proxy voting policy (81.53 KB)


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.


Conflicts of interest management

Summary of Conflict management framework (141.43 KB)


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.

Register of Relevant Interests & duties

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

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

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. 


Governance framework

Governance Framework (190.8 KB)


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.


Diversity policy

Diversity Policy of Legal Super Pty Ltd (143.63 KB)


legalsuper values diversity and has adopted this Diversity Policy to articulate and promote the benefits of diversity within legalsuper.


Charter: Remuneration & Nomination Committee

Remuneration & Nomination Committee Charter (103.03 KB)


Sets out the role, responsibilities, composition and operation of the Remuneration & Nomination Committee.

Board skills matrix

Board skills matrix (73.93 KB)

Sets out the skills and relevant experience, collective competency and diversity of the Board.

Proxy voting

Proxy voting policy

Proxy voting policy (81.53 KB)

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

 

legalsuper

Financial statements 30 June 2019 (1.06 MB)

legalsuper - audited financial statements for the year ended 30 June 2019

Legal Super Pty Ltd

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