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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)
Independent Chair
 (An independent Director nominated by the Board)
5 Member Directors
Nominated by
4 Employer Directors
Nominated by
I  I Australian Services Union
(Victorian Private Sector
branch)
I I Law Society of
New South Wales
I I United Services Union I I Law Institute of Victoria
I Victorian Bar Inc.
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As at 30 June 2021, 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
Adam AwtyEmployer Director31 March 2021
Carita KazakoffMember Director27 April 2017
Imogen SturniMember Director31 March 2019
Nikhil MishraMember Director31 March 2020
Anastasia PolitesMember Director21 September 2020
James Peters AM QCMember Director30 June 2021


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:

NamePosition heldDate appointed
Andrew ProebstlChief ExecutiveJanuary 2003
David EastwoodExecutive Manager, Operations and Member ServicesNovember 2006
Carrie NormanExecutive Manager, Member ExperienceSeptember 2020
Kaye Wheatley-BrownExecutive Manager, Legal, Risk & ComplianceJanuary 2017
Norman ZhangChief Investment OfficerMarch 2020

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 and Committee Charters & Membership

Board Charter

Board Charter (156.82 KB)

Remuneration & Nomination Committee Charter

Remuneration & Nomination Committee Charter (108.2 KB)

Board Committee membership

Administration and Insurance Committee
Responsible for overseeing the fund administrator, member insurance arrangements, and the operating cost budget. Chair:
Carita Kazakoff 
Members:
Imogen Sturni
Adam Awty
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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. Chair:
Richard Flitcroft
Members:
Andrew Boog
Anastasia Polites
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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. Chair:
Richard Fleming
Members:
Nikhil Mishra
James Peters
External Investment expert:
Joe Fernandes
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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. Chair:
Kirsten Mander
Members:
Andrew Boog
Carita Kazakoff

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Board meeting attendance records


Board Meeting Attendance for Financial Year



Financial years ending 30 June 2021 2020 2019 2018 2017 2016 2015 2014 Date Appointed Date Retired
Meetings held 8 11 7 7 7 6 6 8
Meetings attended
David A. Miles AM N/A 7 6 6 8 01/08/2005 15/12/2017
Kirsten Mander 8 11 7 5 15/12/2017
John Evans 4 6 8 04/04/2004 31/03/2016
Ros Everett 5 6 6 7 20/06/2013 31/03/2017
Geoff Hone 5 11 6 7 7 6 5 7 20/01/2010 31/03/2021
Phil Kennon QC 7 11 6 7 7 6 6 8 09/06/2009 09/06/2021
Chris Joyce 5 7 7 7 6 5 7 28/02/2005 31/03/2020
Emma Maiden 2 11 7 7 6 6 5 7 29/09/2008 20/09/2020
Vicki Rogers 4 7 6 6 5 7 18/10/2002 28/03/2019
Stuart Westgarth 3 6 8 01/04/2012 31/03/2016
Linda White 5 6 5 5 24/08/1993 31/03/2017
Richard Fleming 8 11 6 7 6 1 27/05/2016
Coralie Kenny 5 6 7 1 27/05/2016 28/03/2019
Andrew Gerrit Boog 8 9 6 7 1 28/04/2017
Carita Kazakoff 8 11 7 7 2 27/04/2017
Imogen Sturni 8 11 1 16/04/2019
Richard Flitcroft 8 11 1 16/04/2019
Nikhil Mishra 8 5 31/03/2020
Anastasia Polites 6 21/09/2020
Adam Awty 3 31/03/2021
James Peters AM QC 30/06/2021
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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:

Director2019/
2020 
2019/
2020 
2019/
2020
2020/
2021
2020/
2021
2020/
2021
 $Salary$Super $Total$Salary$Super$Total
Richard Fleming52,1034,95057,05352,1034,95057,053
Emma Maiden*42,6304,05046,68014,9531,42116,374
Phil Kennon, QC*42,6304,05046,68040,2253,82144,046
Geoff Hone*47,3674,50051,86735,5253,37538,900
Carita Kazakoff147,3674,50051,86747,3674,50051,867
Andrew Gerrit Boog37,8933,60041,49337,8933,60041,493
Kirsten Mander94,7349,000103,73494,7349,000103,734
Richard Flitcroft37,1143,52640,64039,3843,76943,153
Imogen Sturni237,1143,52640,64037,3093,54440,853
Nikhil Mishra9,47390010,37342,1234,00246,125
Chris Joyce28,4202,70031,120---
Anastasia Polites---29,5682,80932,377
Adam Awty---9,47390010,373
James Peters AM, QC------
Grand total:476,84545,302522,147480,65745,691526,348

* Now retired
(1) Carita Kazakoff's remuneration is paid to The Australian Services Union. The Australian Services Union paid directly to Carita Kazakoff a meeting attendance fee of $7,000 in 2020/21 ($3,000 in 2019/20).

(2) Imogen Sturni’s remuneration is paid to the Australian Services Union. 

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:

Financial Year2019/
2020 
2019/
2020 
2019/
2020
2019/
2020 
2020/
2021
2020/
2021
2020/
2021
2020/
2021

$Salary$Super $Other*$Total$Salary$Super$Other*$Total
Andrew Proebstl460,05425,000134,373619,427469,75725,000144,987639,744
Edward Smith142,1166,1310148,247----
David Eastwood301,36928,63068,896398,895307,39729,20375,292411,892
Kaye Wheatley-Brown200,91219,0870219,999221,00420,995-241,999
Patsy Mullen-Conolly1, 2214,61120,3880234,999128,6212,640-131,261
Carrie Norman----188,72517,929-206,654
Norman Zhang88,2798,387096,666280,73126,669-307,400
Grand total $1,407,341107,623203,2691,718,2331,596,235122,436220,2791,938,950

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. 
1. Patsy Mullen-Conolly ceased employment with legalsuper effective 16 July 2020 
2. Includes eligible termination payment of $107,468

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 (111.91 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 (151.36 KB)

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


Dispute resolution

Internal dispute resolution policy (170.15 KB)

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

Board Code of Conduct

Board Code of Conduct (70.19 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 (164.52 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 (120.39 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 (108.2 KB)


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

Board skills matrix

Board skills matrix (65.79 KB)

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


Whistleblower policy

Whistleblower policy (130.06 KB)

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

Modern Slavery Statement

Modern Slavery Statement (132.54 KB)

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.

Proxy voting

Proxy voting policy

Proxy voting policy (111.91 KB)

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. 

Proxy voting report (327.27 KB)

Audited financial statements

 

legalsuper

Financial statements 30 June 2021 (433.05 KB)

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

Legal Super Pty Ltd

Audited financial statements 30 June 2021 (306.84 KB)

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

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 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)
  • 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

Annual Reports and Member Meetings

2019/20

Annual Report 

Download legalsuper's most recent Annual report, for the 2019/20 financial year here:

Annual report 2019/20 (10.81 MB)

Annual Members' Meeting 

legalsuper held the inaugural Annual Members' Meeting on 9 December 2020. 

If you missed the meeting, you can read the meeting minutes here.

Member Outcomes Dashboard

Download the Member Outcomes Dashboard which sets out legalsuper's Member Outcomes Assessment and determination for the MySyper, Choice, and Pension investment options. 

Member Outcomes Dashboard (270.62 KB)


Archives

Annual report 2018/19 (8.41 MB) Annual report 2017/18 (2.49 MB)