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 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.
…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.
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.
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.
The board may appoint a nominated candidate if the individual satisfies the Vision Super group’s fit and proper rules.
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: