Director nomination, appointment and removal process
Board Composition
There are six shares held in total by the Employer and Member Representatives of Club Super Qld
Pty Ltd. The Director nomination process and composition of the Board is as follows:
Composition of the six shares held:
As prescribed by the Articles, each Member and Employer Representative is entitled to appoint one
Director for each share that it holds.
Member Representative shares:
United Voice Queensland Branch – 2 shares
Australian Workers Union of Employees Queensland – 1 share
Employer Representative shares:
Clubs Queensland – 1 share
Golf Queensland – 1 share
Bowls Queensland – 1 share
Under the terms of the Articles of Association, Directors can appoint Alternate Directors.
Nomination process
Formal procedures are in place to support the nomination and appointment, as well as the removal of
member and employer representatives as detailed in the Fit and Proper and Training Policy.
A nominee for the position of Director, Secretary or Alternate Director will be assessed at the time of
their nomination. The Board will not wait until the person has been appointed before the assessment
is undertaken.
At the time of nomination, the nominee will be provided with a copy of the Fit & Proper and Training
Policy, a Self-Evaluation of Knowledge and Skills Assessment form, a Fit & Proper Questionnaire and
an Australian Federal Police (“AFP”) Criminal Check Form.
The Fit & Proper Questionnaire will test the fitness & propriety of the nominee and request details of
career experience and skills. The Questionnaire will also contain a declaration of character and
consent to obtain the AFP criminal check.
The Board will nominate a person(s) who will conduct the assessment of the person. This may be a
Committee of the Board, an existing Director or an external service provider appointed as delegate of
the Board.
The nominee will return the Self-Evaluation of Knowledge and Skills Assessment form, Fit & Proper
Questionnaire and the AFP form to the nominated contact.
The Board, or the nominated person, will conduct the assessment and take into account the elements
of the Fit & Proper and Training Policy. Trustee will consider the matters outlined below when
assessing the fitness and propriety of a proposed Responsible Person.
The Trustee will use a standard Fit & Proper Questionnaire to assess a candidate / nominee which
will address the following matters:
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General personal information (name, date of birth, citizenship, contact details, etc);
Current and past directorships;
Major shareholdings and financial benefits;
Education and qualifications;
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Professional associations;
Professional experience;
Australian Resident;
Character matters, including bankruptcy, criminal and/or civil convictions, prior improper
management of a business, conflicts of interest, etc; and
Provision of consent to checks to be conducted by the Australian Federal Police.
No conflict in performing the duties of the Responsible Person.
The Trustee may consider other matters, as it deems necessary, to ensure that it meets its legal and
moral obligations under the Fit & Proper Standard and this Fit & Proper and Training Policy.
The Trustee must take all reasonable steps to ensure the accuracy of this information and not solely
rely on attestation or representations of the Responsible Person.
Prior to Appointment
The Trustee will assess the fitness and propriety of each Responsible Person prior to their
appointment to the relevant position.
Each proposed Director or Alternate Director will be assessed under the Fit & Proper Standard and
this Fit & Proper and Training Policy at the time of their nomination. At the time of nomination, the
nominee will submit a declaration that there is no matter that would prohibit them from holding the
position of Responsible Person of the Trustee.
Individuals nominated for the position of Responsible Person under the equal representation rules of
Club Super will not be precluded from their nomination on the basis of a lack of technical experience
or skills in the management of a superannuation fund.
Where possible, the Trustee will take into account the fact that as a whole, the Trustee must satisfy
the fitness limb of the standard and will consider whether a lack of technical experience or skills can
be counter-balanced with the skills and experience of other Responsible Persons. This will not,
however, alleviate the requirement for the individual to satisfy the propriety limb of the Fit & Proper
Standard.
Who assesses our nominees?
At the Trustee’s total discretion, the assessment of the nominee may be:
 undertaken by the Board; or
 delegated to a senior manager; or
 outsourced to a third party (in accordance with the Outsourcing Policy of the Trustee).
To ensure consistency in the assessment process, a standard procedure will be adopted by the
Trustee and followed by the party responsible for the assessment.
Currently, the Trustee has contracted Superannuation Compliance Services (SCS) as their nominated
external consultant to provide assessment services.
The Trustee must make all reasonable enquiries to obtain information, including collecting sensitive
information as defined in the Privacy Act 1988, that it believes may be relevant to an assessment of
whether the person is fit and proper to hold a responsible person position.
Restrictions on Appointment
A person, who was a member of an audit firm or a director of an audit company, and who served in a
professional capacity in the audit of Club Super, cannot be appointed to the role of director or senior
manager of Club Super until at least two years have passed since they served in that professional
capacity.
A person, who was an employee of an audit company, other than a director of that company, and who
acted as the lead auditor or review auditor in the audit of Club Super, cannot be appointed to the role
of director or senior manager of Club Super until at least two years have passed since they acted as
the external auditor.
A person cannot be appointed as a director or senior manager of Club Super if:
 the person was, or is, a director of the audit company or a member of that audit firm
that was, or is responsible for the audit of Club Super; and
 there is already another person appointed or employed as a director or senior
manager of Club Super who was a director of the audit company or a member of the
audit firm, at the time when the audit company or audit firm undertook an audit of
Club Super at any time during the previous two years.
Interim appointments may be made without a full fit and proper assessment being undertaken for up
to 90 days (or longer with APRA’s written agreement). However, prior to appointment, reasonable
steps must be taken, to assess the fitness and propriety of the person. The Trustee must complete
the full fit and proper assessment prior to appointing to a permanent position of Responsible Person.
Appointment of a Director
The Trustee will ensure that fitness and propriety of a nominee for the position of director (a
“nominee”) is of paramount importance when considering the appropriateness of that individual for the
position.
For nominees under the equal representation provisions of Club Super who are not assessed prior to
appointment, APRA expects that:
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a copy of the Trustee’s Fit and Proper Policy and a summary of the duties and responsibilities
of the RSE licensee (as encapsulated in the covenants described in s.52 of the SIS Act)
would be made available to prospective candidates prior to nomination; and
the assessment of fitness and propriety would be completed as soon
as possible after the appointment is made.
Under the Constitution of Club Plus Qld Pty Ltd, there is an equal number of Employer Representative
and Member Representative Directors that are appointed to the Board of Club Super.
Alternate Directors
Alternate Directors (when appointed and acting according to the provisions within the Constitution)
may attend and vote at a meeting of the Directors, when so requested by a voting member of the
Board (who is absent from the meeting), and where that appointment is made known to the
Chairperson of the Board prior to each meeting.
Independent Director
The Board may appoint a maximum of one (1) Independent Director.
Chairperson
A Deed of Arrangement dated 22 September 2011 is in place whereby, effective from 1 January
2011, the filling of the positions of Chairperson and Secretary will be rotated between a representative
Employer Director and a representative Member Director every two calendar years.
Roles and responsibilities of individual Directors are disclosed in the Register of Relevant Interests
and the Register of Relevant Duties.
Director/Secretary position
A nominee for the position of Director or Alternate Director will be assessed at the time of their
nomination and prior to their appointment.
At the time of nomination, the nominee will be provided with a copy of the Fit & Proper Training Policy,
a Fit & Proper Questionnaire and an Australian Federal Police *(“AFP”) Criminal Check Form.
At the time of nomination, the nominee will be provided with a responsible person position description
– outlining the competencies required.
Both the Fit & Proper Questionnaire and the AFP Criminal Check Form may be subject to change
from time to time.
The nominee will return the Fit & Proper Questionnaire and the AFP form to the nominated contact.
The Trustee, or the nominated person, will conduct the assessment and take into account the
elements of the Fit & Proper and Training Policy set out above. It is based on the Fit & Proper
questionnaire that the Trustee will make its assessment of propriety of a nominee.
The Training Officer may assess the nominee’s “fitness”, under the Training Policy, after their
appointment to the Board and, where possible, any gaps in required knowledge and skill will be
addressed by the overall balance of Trustee competency in the area.
Procedures to confirm Responsible Person claims
Each nominee for the position of Responsible Person will be provided with (among other things) a
copy of this Policy and a summary of their duties at the time of their nominations, and will make a
declaration that, to the best of their knowledge, they possess minimum requirements for the role. The
minimum standard being that they must be able to acquire quickly, sufficient knowledge regarding the
duties and responsibilities of the Trustee to make informed decisions based on the advice of technical
experts.
Each nominee will provide copies of statements of attainment for educational and/or vocational
qualifications.
For ongoing Responsible Persons, these should be supplied to the Trustee as soon as practicable
after attaining the qualification.
Each nominee will also declare that they are aware of the Trustee’s policy in relation to ongoing
performance evaluation that will be required.
Assessing the Fitness of Responsible Persons
At a minimum all nominees must satisfy, or have the ability to quickly satisfy, the following criteria to
meet the fitness aspect of the Fit & Proper Standard:
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a working knowledge of the Superannuation Industry (Supervision) Act and Regulations and
other relevant prudential requirements;
basic investment knowledge; and
basic knowledge of the elements and application of other superannuation and trust law,
particularly section 52 of the SIS Act.
Nominees should have relevant industry qualifications (e.g.: ASFA or AIST certificates) or tertiary
qualifications in these areas. Where nominees do not have these qualifications, their work experience
should clearly indicate their abilities to quickly acquire this knowledge (for example, employment
positions that have required rapid skill development, strategic business planning duties, rapid
knowledge development particularly in the area of legislation and government policy).
The Trustee considers that the skills and knowledge areas below are those required for effective
Board operation. Nominees should have skills or knowledge that are complementary to the Trustee’s
existing skills and knowledge in the areas of:
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Strategy & Planning
Marketing
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Accounting/Audit
Corporate Governance
Risk Management
Financial Planning
Insurance Compliance
Investment
Superannuation
Economic Environment
Financial & Commerce
Understanding relevant legislation
History of the Fund
General Administration
Financial Reports
The Trustee has assessed its fitness under the Fit & Proper Standard and this policy, by way of
assessing and aggregating each individual’s self-assessment in the set areas of knowledge and skills.
As part of the periodic review of fitness, the above knowledge and skills Requirements may change to
reflect Club Super’s business direction and any new legislation.
When persons will not be considered “Fit & Proper”
The Trustee will not permit a person who is not Fit & Proper in accordance with the Fit & Proper
Standard and the Fit & Proper and Training Policy to become a Responsible Person.
Where a nominee is a disqualified person within the meaning of the SIS Act, such person will not be
considered Fit & Proper. A “disqualified person” is one who:
 is convicted of an offence relating to dishonest conduct;
 is the subject of a civil penalty order;
 has been disqualified by APRA;
 is an insolvent under administration.
The Trustee will not meet the Fit & Proper Standard if the body corporate has a receiver,
administrator or official manager appointed or liquidation processes have commenced.
The Trustee may also consider a nominee to be not Fit & Proper where the person:
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is known to have been involved in improper, dishonest or negligent business practices,
whether or not criminal or civil proceedings have been brought against that person;
has been previously the subject of an action (whether administrative, enforcement or legal) or
investigation by a government body or regulator appointed under commonwealth or state
legislation, whether or not such action or investigation resulted in adverse findings against
that person;
is known to have been involved in improper, dishonest or negligent practices, whether or not
related to the operation of a business, and whether or not criminal or civil proceedings have
been brought against that person;
lacks the technical experience and skills in the Trusteeship of a superannuation fund and
refuses to commit to undertaking ongoing training to obtain the experience and skills;
lacks the technical experience and skills in the Trusteeship of a superannuation fund, and
such skills and experience cannot be counterbalanced by the skills and experience of other
Responsible Persons of the Trustee; and/or
has been disqualified from managing corporations under an order made by a court of a
foreign jurisdiction or has been disqualified following an application to the Court by ASIC if the
person has been disqualified under the laws of a foreign jurisdiction.
Where the Trustee deems a person not to be Fit & Proper in accordance with the Fit & Proper
Standard and the Fit & Proper and Training Policy, the Board will advise the nominating employer or
employee organisation and the person of the decision in writing, within 15 business days.
Removing a Responsible Person
A Responsible Person may be removed from their position due to:
 resignation by the person from their position; or removal of the person from their position due
to misconduct or negligence (which may include failing to comply with the elements of this
policy); or
 removal of the person from their position by the Board due to the fact that the person is a
disqualified person under the SIS Act; or
 a failure by the person to become re-elected to the Board of the Trustee;
 a failure by the person to commit to and/or undertake ongoing training regarding the
Trusteeship of the fund.
Where removal of a Responsible Person is necessary because they no longer meet these
requirements, the removal will be made in the most expedient of circumstances (for example by way
of the next Board meeting, an extraordinary Board meeting or special resolution).
In the event a dispute arises, the dispute resolution process outlined below is to be followed.
Process to remove a Responsible Person
In the event that the Board becomes aware that a Responsible Person no longer meets the Fit &
Proper Standard and decides to remove a Responsible Person from their position on the Board of the
Trustee:
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the Board will notify the person, and Sponsoring Organisation or outsourced provider
immediately it becomes aware of the circumstances;
Directors will convene a Special Board Meeting within 30 days, at which the person will be
offered an opportunity to show cause why they should not be removed as a Responsible
Person.
if the Board considers that the person has provided sufficient explanation in these particular
circumstances at the Special Board Meeting, the Board may at its discretion:
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to grant the person a period during which they will be required to take all
necessary steps to meet the Fit and Proper Standards;
to determine a timeline for such action, which will be dependent on the
circumstances of the particular case; and
to advise the Sponsoring Organisation that this process is taking place.
the Board will assess the impact of the removal of the person on the ability of the Trustee to
meet the requirements under the Fit & ProperStandard and this Fit & Proper and Training
Policy, in particular how the removal of the person affects the aggregation of knowledge and
skills the Board will request the resignation of the Responsible Person and instruct the
Trustee Services Manager (“TSM”) to commence proceedings to reappoint a new
Responsible Person in conjunction with the Sponsoring Organisation; and
the Board will consider any replacement of the Responsible Person as may be required,
either before or after the removal of the person.
Where the person to be removed from their position is a Key Person (as designated by APRA as a
condition of the RSE Licence), the Trustee will:
 follow the process above in respect of a Responsible Persons;
 liaise with APRA regarding the reasons for the removal of the Key Person; and
 advise APRA of the impact of the removal of the person from their position on the business
operations of the Trustee;
 consider any replacement of the Responsible Person as may be required, either before or
after the removal of the person; and
 appoint a replacement Responsible Person as designated by APRA as a variation of
conditions of the RSE Licence.
At all times, where a Responsible Person is removed from their position, the Trustee will record a
formal minute regarding the removal of the person and appointment of any necessary replacement.
Pre-requisite education qualifications for Nominees
The minimum requirements for educational, technical or practical qualifications are:
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holds educational and/or vocational qualifications. The minimum requirements for
competence under this clause shall be the achievement of Year 10 schooling. If the Board is
satisfied that the Director has demonstrated appropriate competence by means of other
tertiary training or experience they have the discretion to remove this requirement.
has technical, specialist or industry skills or experience which may be specified and sought by
the Board.
intends to undergo necessary training courses or attend industry seminars as reasonably
required by the Trustee to meet its set benchmarks.
For nominees under the equal representation provisions of the Constitution who do not possess
strictly appropriate education and qualifications, the Trustee will facilitate, where possible, the training
and development needs of that individual so that the Trustee may better meet the requirements of the
Fit & Proper Standard.
The decision regarding the fitness & propriety of a nominee rests solely with the existing Board of the
Trustee. If the assessment of the nominee has been delegated, the Trustee will take into account the
recommendations of the assessor prior to making its decision.
In order to avoid such a reliance on any one individual, the Trustee will at all times ensure that it has
an appropriate combination of skills and knowledge that is available from its various members as it
considers applicable to the operation of Club Super.