Governance

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:

As at 30 June 2021, the following persons are Directors of Legal Super Pty Ltd as trustee for legalsuper:

The following appointments, retirements or resignations occurred during 2020/21:

• Emma Maiden retired as Member Director, effective 20 September 2020
• Anastasia Polites was appointed as Member Director, effective 21 September 2020
• Geoff Hone retired as Employer Director, effective 31 March 2021
• Adam Awty was appointed as Employer Director, effective 31 March 2021
• Phil Kennon QC retired as Member Director, effective 09 June 2021
• James Peters AM QC was appointed as Member Director, effective 30 June 2021

The following appointments, retirements or resignations occurred during 2019/20:

• Chris Joyce retired as Member Director effective on 31 March 2020
• Nikhil Mishra was appointed as Member Director effective on 31 March 2020

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

The following persons are members of the Executive Management team of Legal Super Pty Ltd as trustee for legalsuper:

The following appointments, retirements or resignations occurred during 2021/22:

• Carrie Norman was appointed Chief Member Officer effective on 29 March 2022
• David Eastwood ceased employment as Executive Manager, Operations and Member Services effective on 8 April 2022
• Jessica Lancashire's title changed from Manager, People & Culture to Executive Manager, People & Culture effective 31 August 2021

The following appointments, retirements or resignations occurred during 2020/21:

• Patsy Mullen-Conolly ceased employment as Executive Manager, Member Experience effective on 16 July 2020
• Carrie Norman was appointed as Executive Manager, Member Experience effective on 14 September 2020

The following appointments, retirements or resignations occurred during 2019/20:

• Edward Smith resigned as Chief Investment Officer effective on 26 September 2019
• Norman Zhang was appointed as Chief Investment Officer effective on 3 March 2020

Board Charter

Remuneration & Nomination Committee Charter

Board Committee membership

Board Meeting Attendance for Financial Year

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:

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, 
• 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:

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

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.

As part of our Conflicts Management Framework, we maintain a Register of Relevant Interests & duties.

The Internal Dispute Resolution Policy ensures we have a comprehensive and robust process for the management of complaints.

This Code governs how the Board should conduct themselves in the performance of their respective duties

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.

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

This policy outlines the framework adopted by Legal Super Pty Ltd to receive, investigate address disclosures made by whistleblowers.

The purpose of this Statement is to detail the activities we have undertaken in relation to modern slavery risks in our operations and supply chains and our approach to this commitment for the financial year ended 30 June 2020.

The proxy voting policy sets out how Legal Super Pty Ltd (the Trustee) manages proxy voting in respect of the publicly listed companies in which it invests.

legalsuper holds Overseas shares through holdings with eight investment managers. 

legalsuper - audited financial statements for the year ended 30 June 2021

Legal Super Pty Ltd -  Audited financial statements for the year ended 30 June 2021

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 Advisors and Managers

• legalsuper has appointed specialist investment advisors and managers to manage the assets invested with legalsuper. Investment advisors and managers currently appointed are listed here.

Insurer

• OnePath Life Limited ABN 33 009 657 176 (Death, TPD and salary continuance insurance)

Corporate

• PricewaterhouseCoopers ABN 52 780 433 757 (Tax Adviser)
• Deloitte ABN 34 112 958 031 (External auditor)
• PricewaterhouseCoopers ABN  52 780 433 757 (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

2020/21

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