The Equip Board charter was approved by the Board on 26 November 2012. The charter outlines the Board and Management’s respective roles and responsibilities, together with the obligations of Directors, the way Directors are appointed to and removed from the Board, Board renewal and Directors’ remuneration and protection arrangements, the powers delegated by the Board and how delegates are held accountable for the exercise of such powers. The charter also sets out the processes for the Board and its Committees, including assessment procedures, induction and relevant quorum requirements.
Board renewal and assessment policy
The Equip Board renewal and assessment policy sets out the approach taken to manage Board renewal, while recognising the obligations under the APRA Prudential Standards, the benefits of continuity on the Board, 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 Equip’s Directors and Employees. The Code requires that all Equip 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.
Conflict Management Framework
Equip’s Conflicts of Interest Policy is an integral part of the Equip Conflicts Management Framework. In summary, the Policy provides that:
- 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 of the Fund, and the quality and integrity of the Trustee’s decisions and the financial services provided.
All Equip Directors are required to disclose any actual, potential or perceived conflicts of interest at the commencement of Board and Committee meetings. The disclosures, and the way in which any conflicts are managed in accordance with the Conflict Management Framework, are recorded in the minutes of the relevant meeting.
The Conflict Management Framework provides an effective structure to ensure that:
Conflicts of interest or duty (including potential and perceived conflicts) that may affect Equip and its Directors, other Responsible Persons and Employees are identified; and
Identified conflicts are managed in an appropriate, effective and consistent manner.
Specifically, the objectives of the Framework are to:
- Ensure that the importance of recognition and proper management of conflicts is understood by all Directors, other Responsible Persons and employees;
- Provide guidance on the matters or circumstances that will or may give rise to conflicts of interest or duty;
- Detail the strategies that have been identified by Equip as being generally appropriate for the management of conflicts;
- Detail the framework for determining how specific conflicts that are identified will be managed;
- Provide examples of how conflicts that may arise in certain circumstances may be managed; and
- Describe processes for the ongoing monitoring and management of conflicts and this framework.
In addition to the Conflicts Management Policy, the Framework is underpinned by other relevant corporate policies, such as the Gifts, Benefits and Hospitality Policy, the Whistleblower Protection Policy and the Equip Code of Conduct.
The Framework applies to all Equip Directors, its other Responsible Persons and employees, with particular application to Equip’s “Responsible Persons” as defined in the APRA Prudential Standard SPS 520 “Fit and Proper” and the Fit and Proper Policy.
Equip has a Register of Relevant Interests and Duties in which all relevant interests and duties are recorded by Responsible Persons.
Corporate governance statement
The Corporate governance statement sets out the Company’s commitment to best practice corporate governance at Equip and addresses the main governance principles and processes in effect, including risk management and compliance, financial reporting and the Equip investment model.
Fit and Proper Policy
The Equip Fit and Proper Policy sets out:
- How the Trustee intends to comply with the relevant APRA Prudential Standard;
- The appointment processes for Responsible Officers;
- The induction and continuous development training programs for Responsible Officers;
- The ongoing monitoring of Responsible Officers, 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 Officer 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. Specifically these include:
- Discrimination Harassment, Bullying Policy
- Health and Safety Manual
- Human Resources Manual
- Learning and Development Framework
- Occupational Health and Safety Policy
- Occupational Rehabilitation Policy (Return to Work)
- Organisational Change and Redundancy Policy
- Remuneration Policy
- Travel Policy
These are regularly reviewed to ensure they align with changing community expectations and position Equip as an employer of choice, as well as compliance with legislation.
Equip’s Outsourcing Policy applies to all material business activities of the Equip Trustee that are to be outsourced or have been outsourced. It defines the material service providers and the method used to appoint and monitor the performance of these providers.
The Policy outlines the Trustee’s framework for making the decision to outsource, and once that decision has been made, the selection, monitoring and management of its 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.