BOARD COMMITTEES ① Constitution and trust deed ② SIS and the Corporations Act ③ Prudential Standards and Prudential Practice Guides

Constitution and trust deed ① May have prescriptive requirements for Committees ② Review and update?

SIS and the Corporations Act ① Covenants ② Directors’ duties – Part 2D.1

Prudential Standards and Practice Guides ① Particularly SPS 220 (Risk Management); SPS 510 (Governance); SPS 520 (Fit and Proper); SPS 530 (Investment Governance) ② Associated Prudential Practice Guides

Key requirements ① ‘Material impact’ Committees must be chaired by a Director ② All Funds must have Remuneration and Audit Committees

Key requirements ① Mandated membership of Committees ② Remuneration and Audit Committees – at least 3 members (all non-executive); Board Chair cannot chair (unless they are the only independent Director)

Key requirements ① Some things must be done by the Board (and not by a Committee) ② e.g approval of Remuneration Policy; Risk Appetite Statement; Risk Management Strategy; Fit and Proper Policy

Key requirements ① Some things must be done by a Committee ② e.g Remuneration Committee must regularly review the Remuneration Policy; Audit Committee must review the auditor’s engagement, review internal and external audit plans, establish certain policies and procedures

APRA’s expectations ① Board to consider what Committees are appropriate to ‘oversee critical functions’ ② Consider risk profile and complexity of Fund, and experience and expertise of directors ③ Clearly defined charters

ESSSuper

MTAA Super