How we nominate, appoint and remove Trustee directors
Our Board is made up of:
- four Member Representative Directors (one Member-Nominated Director and three Union Nominee Directors)
- four Employer-Representative Directors, and
- three Independent Directors.
The composition of the Board and the rules and processes for nominating and appointing Directors are governed by the Trustee's Constitution, RSE Licence and Governance Policy. A summary of the requirements is set out below.
Rules for nomination and appointment
When a vacancy for the Member-Nominated Director comes up we advertise on our website and invite suitable candidates to apply.
To be considered for the Member-Nominated Director position you must:
- have been a member of the Fund for a continuous period of not less than 12 months before being nominated (unless the Board decides it's not material to the nomination)
- be able to satisfy the Board that you have:
- a direct, substantial and relevant connection to the retail motor trades in Australia; or
- a direct, substantial and relevant connection to another industry in Australia that employs a significant number of Spirit Super members; or
- other attributes that would enhance the governance of Spirit Super.
- be able to satisfy the 'fit and proper' standards required of directors of super trustees,
- not be a director of another APRA-regulated public offer super fund, and
- not be, or have not been during the previous three years, a director, executive or staff member of an employer organisation which nominates Employer-Representative Directors to the Board or of any organisation or body related to that employer organisation.
We provide interested applicants with a Nomination Kit which:
- includes a copy of the Trustee's Fit and Proper Policy
- indicates the amount of time and commitment that may be required
- outlines the degree of responsibility associated with the role, and
- gives a general overview of the management and operation of the Fund.
Applications are assessed and ranked based on an applicant's capacity to meet the eligibility and 'fit and proper' requirements as well as their skills and experience.
A committee of the Board considers the assessments and determines its recommended nominee for the Member-Nominated Director position. The committee's recommendation is reported to the Board.
The appointment of a successful nominee as the Member-Nominated Director is made by the Board and generally takes effect at the expiry of the retiring director's term of office.
Union Nominee Directors
Union Nominee Directors are appointed by the Board, based on nominations made by the relevant nominating union.
The Australian Manufacturing Workers' Union is entitled to nominate one of the Union Nominee Directors.
Unions Tasmania is entitled to nominate the other two Union Nominee Directors.
The person nominated by the relevant Union must meet the Trustee's eligibility requirements, including being able to satisfy the 'fit and proper' standards required of directors of super trustees.
Employer Representative Directors
Employer Representative Directors are appointed by the Board based on nominations received from the relevant employer nominating organisation.
Motor Trades Association of Australia Ltd is entitled to nominate two Employer-Representative Directors.
The Tasmanian Chamber of Commerce and Industry Ltd is entitled to nominate the other two Employer-Representative Directors.
The person nominated by a relevant employer nominating organisation must meet the Trustee's eligibility requirements, including being able to satisfy the 'fit and proper' standards required of directors of super trustees.
Independent Directors are appointed by the Board based on nominations made by the relevant cohort of Directors (as set out in the Constitution).
A nominee for the position of Independent Director must meet the Trustee's requirements relating to 'independence' as well as the 'fit and proper' standards required of directors of super trustees and the independent director definition in sub-section 10(1) of the Superannuation Industry (Supervision) Act 1993.
Rules for removal
The Committee of the Board entitled to nominate Member-Nominated Directors may request the Board to remove a Member-Nominated Director. On receipt of such a request, the Board may (but isn't required to) remove the Member-Nominated Director.
Union Nominee Directors
The relevant nominating union (Australian Manufacturing Workers' Union or Unions Tasmania) may request the Board to remove a Union Nominee Director nominated by it. On receipt of such a request, the Board may (but isn't required to) remove the Union Nominee Director.
The relevant employer nominating organisation (Motor Trades Association of Australia Ltd or Tasmanian Chamber of Commerce and Industry Ltd.) may request the Board to remove an Employer-Representative Director nominated by it. On receipt of such a request, the Board may (but isn't required to) remove the Employer-Representative Director.
An Independent Director may be removed from office by a resolution passed by the Directors (other than the Independent Director in question).
Loss of Office
The office of a director will become vacant if:
- the director is removed by the Board in accordance with the Constitution
- the director dies
- the director is subject to assessment or treatment under any mental health law and the Board resolves that the person should cease to be a director
- the director resigns
- the director is or becomes a disqualified person
- the director is removed from office by a regulator
- is absent from three consecutive Board meetings without the consent of the other directors
- the term of appointment of the director has expired and the Board has not extended the director's tenure
- the Board declares the office to be vacant where the director is directly or indirectly interested in a contract or proposed contract with the Trustee and has failed to declare the nature of such an interest, or
- the Board declares the office to be vacant in circumstances where the director ceases to satisfy the Trustee's 'fit and proper' requirements.