We believe that corporate governance is fundamental to ensuring that the Trustee and the Equip fund are managed properly and deliver long-term results to fund members.
The Governance Framework sets out the Trustee’s commitment to best practice corporate governance and addresses the main governance policies, principles and processes in effect, including risk management and compliance, financial reporting and the Equip investment model.
The Governance Framework includes oversight of the systems, people, policies, processes and skills underpinning accountability within the Trustee. As such, the Governance Framework supports us to make objective and transparent decisions which are in the best interests of Fund members.
The Board Charter sets out the authority, responsibilities and operation of the Trustee Board in its capacity as trustee for the Fund.
The Charter also guides and informs the Directors about their responsibilities and authorities when conducting the day to day business of the Board.
Board Appointment and Renewal
The Board Appointment and Renewal Policy sets out the detailed processes for the skills-based nomination, selection and appointment of Employer Directors, Member Directors and Independent Directors.
As a general principle, Directors are appointed for four year terms and have a maximum tenure of 12 years.
The Board Appointment and Renewal Policy also sets out the approach taken to manage Board renewal, while recognising the benefits of continuity of knowledge on the Board, our obligations under the APRA Prudential Standards, and the equal representation principles in the Superannuation Industry (Supervision) Act (the Act).
In addition, this Policy provides the framework for the regular assessment of the performance of the Board as whole, Board Committees and Directors individually.
Code of Conduct
The Code of Conduct outlines the expected standards of conduct and behaviour of our Directors and Employees. The Code requires that our people act with integrity and keep confidential information they are made privy to in relation to their roles. The Code also addresses the management of conflicts of interest, gifts and hospitality. The Code also prohibits Equip people from conducting Company business whilst impaired by drugs or alcohol, and contains provisions in relation to the prevention of fraud and misuse of Company property.
Compliance Policy and Framework
The Compliance Policy and Framework forms a key part of Equip’s risk management processes.
The Policy and Framework enables Equip manage its compliance obligations and to develop a culture where all Employees are aware of their compliance obligations and consider these obligations when performing their roles.
Conflicts must be properly managed in order to comply with Equip’s fiduciary responsibilities, relevant legal obligations and appropriate standards of corporate governance and the proper management of conflicts requires the early identification of potential, actual and perceived conflicts, and the use of strategies to avoid or manage the conflict, so as to effectively eliminate or minimise the risk that a conflict might adversely affect the members and beneficiaries of the Fund, and the quality and integrity of the Trustee’s decisions and the financial services provided.
The Conflicts Management Policy documents the arrangements in place for managing situations giving rise to actual, potential and perceived conflicts of interest and conflicts of duty (conflicts) for Responsible Persons1 and employees of the Trustee. The Conflicts Management Policy sets out the Trustee’s controls and processes for:
- identifying and monitoring conflicts;
- assessing and evaluating those conflicts;
- deciding upon and implementing a response to those conflicts;
- managing those conflicts in accordance with the requirements to give priority to the duties to, and interests of, members and beneficiaries;
- maintaining a record of all identified conflicts and the action taken to avoid or manage them; and
- maintaining and disclosing the Register of Relevant Conflicts, which records all relevant interests and duties of the Trustee’s Responsible Persons.
Further, the Conflicts Management Policy is intended to ensure that where a conflict cannot be avoided:
- The duties to, and interests of, members and beneficiaries receive priority over any duties to, and interests of other persons;
- The duties to members and beneficiaries are met despite the conflict; and
- The interests of members and beneficiaries are not adversely affected by the conflict.
Equip has a Register of Relevant Interests and Duties.
Fit and Proper Policy
The Fit and Proper Policy sets out:
- how the Trustee intends to comply with the relevant APRA Prudential Standard;
- processes for assessing whether a person is ‘fit and proper’ to act as a Responsible Person;
- the induction and continuous development training programs for Responsible Persons;
- the ongoing monitoring of Responsible Persons, including declarations of a conflict of interest, to ensure that the requirements of the APRA Prudential Standard are being met; and
- The steps that may be taken if a Responsible Person is required to be removed from his or her position.
The ethical and behavioural standards expected of employees, as well as general terms and conditions of employment are captured in a series of policies that collectively govern human resources management.
We regularly review our Human Resources policies to ensure they align with changing community expectations and position Equip as an employer of choice, as well as complying with relevant legislation.
Supplier Management Framework
The Trustee’s Supplier Management Framework applies to all material business activities of the Equip Trustee, that are to be outsourced or have been outsourced. It defines the material outsourced providers and the method used to appoint and monitor the performance of these suppliers.
The Framework also ensures that the outsourcing of material functions is effectively managed and that appropriate measures are in place to protect the best financial interests and meet the reasonable expectations, of beneficiaries and to protect the financial position of the Funds. The Framework provides criteria to determine the materiality of any outsourcing arrangements and once that decision is made, the approval and appointment of material outsourced arrangements.
Policy on the management and use of reserves
The Policy on the management and use of reserves documents the management and monitoring of Equip’s three Reserve accounts, the purposes for which the funds in the Reserve accounts can be used, the funding of Reserve accounts and the return of any surplus funds to members.
The three Equip reserve accounts are:
- The Administration and General Purpose Reserve, which is used to meet the day-to-day administration expenses of the Fund and Trustee. This reserve may be used to meet any extraordinary expenditure for the long term benefit of the Fund;
- The Operational Risk Reserve, which is used for the purposes of “making good” financial losses related to operational risk matters. For example, these losses may include losses incurred by Employers, Members or their beneficiaries which result from inadequate or failed internal processes, people and systems or from external events; and
- A Self-Insurance Reserve, which is used to fund the future service component of the death and disability benefits of certain Electricity and Gas industry defined benefit Members.
The Policy also provides that Reserve accounts can only accessed following a resolution of the Board or under the CEO’s delegated authority.
Risk management framework and strategy
This Risk Management Framework provides an overarching framework to ensure a consistent approach to the management of risk across Equip.
The Risk Management Framework deals with the following matters:
- Approach to Risk;
- Definition of Risk;
- Determination of Risk Appetite and Tolerance;
- Responsibility for Risk Management; and
- Strategies for mitigating risk.
A Trustee Risk Register is also maintained to record and assess risks facing Equip.
The risk management standard AS/NZS ISO 31000 (the Standard) and APRA Prudential Standard SPS 220 – Risk Management were considered in the development of the Risk Management Framework.
A ‘Responsible Person’ of the Trustee is:
- A Director of the Trustee
- An Executive Officer of the Trustee
- The External Auditor, who is appointed to conduct an audit of the Funds
- An Actuary appointed by the Trustee to perform an actuarial function
- A Company Secretary of the Trustee
- A person who performs activities for a connected entity of the Trustee where those activities could materially affect the whole, or a substantial part, of the Trustee’s business operations, or its financial standing, either directly or indirectly
- Any other person determined by APRA, in writing, to play a significant role in the management or control of the Trustee, or whose activities may materially impact on the interests, or reasonable expectations, of beneficiaries, or the financial position of the Trustee or the Fund.