Director appointment rules
1. Composition of the board
The Vision Super Pty Ltd company constitution (the “Constitution”) provides that the Vision Super board (the “board”) shall consist of between two and ten directors. Currently, there are four employer representative directors, four member representative directors, and one independent director.
The four employer representative directors are appointed by the board on the nomination of the following associations:
• the Municipal Association of Victoria;
• the Victorian Water Industry Association; and
• the Victoria Employers Chamber of Commerce and Industry.
The four member representative directors are appointed by the board on the nomination of the Australian Services Union (Victorian and Tasmanian Authorities and Services Branch).
The independent director is appointed by the board following a recruitment process conducted by a committee of the board.
The duration of a director’s term is 4 years, or a shorter term as determined by the board.
The membership of the board must comply with the equal representation rules required by the Superannuation Industry (Supervision) Act and Regulations.
2. Appointment of directors
2.1 Employer representative directors
(1) 2 candidates will be nominated by the Municipal Association of Victoria;
(2) one candidate will be nominated by the Victorian Water Industry Association Inc; and
(3) one candidate will be nominated by the Victorian Employers’ Chamber of Commerce and Industry,
… following receipt of candidate nominations, the Employer Directors will be appointed by the directors in such manner, and in accordance with such rules and conditions, as may be determined by the directors from time to time either generally or in any particular case.
2.2 Member representative directors
Clause 5.3 of the Constitution deals with the appointment of member representative directors, and provides that:
…following receipt of candidate nominations by the ASU Victorian and Tasmanian Authorities & Services Branch, the Member Directors will be appointed by the directors in such manner, and in accordance with such rules and conditions, as may be determined by the directors from time to time either generally or in any particular case.
2.3 Independent (non-executive) directors
Clause 5.4 of the Constitution deals with the appointment of the independent (non-executive) director, and provides that:
…the Independent Director will be appointed in such manner, and in accordance with such rules and conditions, as may be determined by the directors from time to time either generally or in any particular case.
2.4 Fitness and Propriety
The board may appoint a nominated candidate if the individual satisfies the Vision Super group’s fit and proper rules.
3. Removal of directors
Clause 5.7 of the Constitution deals with the vacation of the office of directors and provides:
In addition to the circumstances in which the office of a director becomes vacant by virtue of the Act, the office of a director becomes vacant if he or she:
(b) becomes prohibited from being a director by reason of, or a disqualified person in terms of, any Relevant Law;
(c) suffers any mental or physical incapacity or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, and in respect of whom the directors have passed a resolution declaring the office of that person to become vacant;
(d) resigns his or her office by notice in writing to the company;
(e) unless the directors unanimously determine otherwise, ceases to satisfy any eligibility criteria that had to be satisfied for that person to be appointed to the office of Employer Director, Member Director, or Independent Director (as applicable);
(f) ceases to hold office as a result of the period of office expiring; or
(g) is removed from office by the same procedure as that by which he or she was appointed.
Last updated 2014.