Governance and Disclosures

Prime Super is an industry super fund run to benefit members. Our corporate governance is designed to protect the interests of members, while also taking into account the interests of other stakeholders, including employers and the community.

Corporate governance

Prime Super Pty Ltd (ABN 81 067 241 016 AFSL No. 219723) is the Trustee of Prime Super and Prime Super is governed and managed by the Trustee Board.

The Board represents the interests of members in accordance with the Trust Deed and superannuation law. The Board is also responsible for the overall governance and strategic direction of Prime Super with the financial growth and security of our members’ super savings.

Governing rules

Prime Super is governed by a number of documents that set out the rules relating to how the Fund operates and is run. These include:

• Trust Deed
• Prime and Health divisions policy
• Governing rules - Pensions policy

Trustee constitution and annual financial statement

Prime Super Pty Ltd has a constitution which, along with the Trust Deed, forms the governing rules for the Fund and the Trustee. Among other things the constitution sets out the rules for the appointment and removal of directors and the filling of casual vacancies on the Board. View the annual financial statement.

Board composition

Prime Super has a majority independent board and keeps a register of relevant interests and duties for each of our directors. The Fund has procedures in place for the nomination, appointment and removal of Trustee directors. The Board also has the following committees to which have particular areas of focus.

The Prime Super Board meets every two months. View details of board meeting attendance.

We recognise that the Fund needs to be well resourced in order to provide quality benefits and services to members and the Fund’s remuneration practices reflect our values. View details of Board and Executive remuneration for the 2016-17 financial year.

Responsible persons

The following members of the executive team are responsible persons for the fund.

Conflicts Management Policy

The Trustee’s Conflicts Management policy sets out procedures to identify and deal with potential and actual conflicts of interests that may arise in relation to Prime Super. View a summary of the Conflicts Management policy.

Significant event notices

A Significant event notice (SEN) is sent to members whenever any material changes are made to the fund and member benefits. This may include things such as changes in fees and costs or insurance cover and premiums. View a summary of the most recent SENs, or access the most recent SENs via the publications tab.

Service providers

Prime Super outsources a number of functions including administration of member accounts and insurance to third parties. The Fund's key service providers are:

Disclosure documents

Prime Super is required to publish a number of disclosure documents in line with superannuation and corporate law, which include:

• Annual report
• Product disclosure statements
• Financial services guide

Proxy voting policy

Prime Super takes a strong interest in the corporate governance practices within the companies in which it invests members’ funds. Accordingly Prime Super, as a shareholder, actively exercises the right to vote on various company related matters for those companies in which shares are held directly. The process is governed by the Proxy Voting Policy developed by the Fund.

Proxy voting enables shareholders to vote on proposals influencing a company’s operations including changes that are aimed at generating better financial outcomes, the election of directors, governance matters, and the remuneration of directors and executives.

The Fund Trustee votes on all company resolutions of the Fund’s Australian shares. The Trustee will vote on these resolutions through a combination of votes cast directly by the Trustee, and votes cast by Investment Managers on behalf of the Trustee. Where votes are cast by an Investment Manager on behalf of the Trustee, the Trustee ensures that its voting intentions are appropriately registered, including by overriding the voting instruction of the Investment Manager if required.

The Trustee has appointed an independent proxy voting research adviser to assist in the overall review and assessment of voting obligations on all companies invested in by the Fund, and to provide voting recommendations and research on all the Trustee’s voting resolutions.

The Trustee utilises the advice of the Investment Manager and the proxy voting research adviser in the process of making a decision on votes to be cast at a meeting of a company. A summary of the votes cast on all resolutions of Australian companies owned by the Fund for the relevant six month period are –

• 1 July 2017 to 31 December 2017
• 1 January 2017 to 30 June 2017
• 1 July 2016 to 31 December 2016
• 1 January 2016 - 30 June 2016
• 1 July 2015 - 31 December 2015

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