BOARD COMMITTEES

①Constitution and trust deed

②SIS and the Corporations Act

③Prudential Standards and Prudential Practice Guides

Constitution and trust deed

①May have prescriptive requirements for Committees

②Review and update?

SIS and the Corporations Act

①Covenants

②Directors’ duties – Part 2D.1

Prudential Standards and Practice Guides

①Particularly SPS 220 (Risk Management); SPS 510

(Governance); SPS 520 (Fit and Proper); SPS 530

(Investment Governance)

②Associated Prudential Practice Guides

Key requirements

①‘Material impact’ Committees must be chaired by a

Director

②All Funds must have Remuneration and Audit Committees

Key requirements

①Mandated membership of Committees

②Remuneration and Audit Committees – at least 3

members (all non-executive); Board Chair cannot chair

(unless they are the only independent Director)

Key requirements

①Some things must be done by the Board (and not by a

Committee)

②e.g approval of Remuneration Policy; Risk Appetite

Statement; Risk Management Strategy; Fit and Proper

Policy

Key requirements

①Some things must be done by a Committee

②e.g Remuneration Committee must regularly review the

Remuneration Policy; Audit Committee must review the

auditor’s engagement, review internal and external audit

plans, establish certain policies and procedures

APRA’s expectations

①Board to consider what Committees are appropriate to

‘oversee critical functions’

②Consider risk profile and complexity of Fund, and

experience and expertise of directors

③Clearly defined charters

Board

6 Government Nominated Representatives

6 Member Elected Representatives

Committees

Audit, Risk Management and Finance Benefits and Services

Governance and Remuneration Investment

ESSSuper

Board

3 independent Directors

3 Member Representative Directors

3 Employer Representative Directors

Committees

Investment Finance, Audit and Compliance

Risk Operations and Insurance

Remuneration

MTAA Super