Governance

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
Patsy Mullen	Executive Manager, Member Experience	August 2016
Kaye Wheatley-Brown	Executive Manager, Legal, Risk & Compliance	January 2017
To be confirmed	Chief Investment Officer	N/A

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 and resigned effective 13 January 2020

Board & Committee Charters

Board Charter (174.88 KB) Remuneration & Nomination Committee Charter (103.03 KB)

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

Deed of Consolidation (3.44 MB)

Constitution of Legal Super Pty Ltd

Constitution of Legal Super Pty Limited (142.22 KB)

Policies & disclosures

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 (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.

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.

legalsuper register of interests (120.83 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.

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 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.

Remuneration & Nomination Committee Charter (103.03 KB)

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.

Whistleblower policy (130.06 KB)

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

Proxy voting

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.

This report details the votes taken in respect of each company held over the period 1 July 2019 – 31 December 2019:

Proxy voting report: 1 July 2019 – 31 December 2019. (317.69 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.