3. Our Board
CSC’s governing legislation establishes the CSC Board. The function of the Board is to ensure that CSC performs its functions as outlined in the governing legislation in a proper, efficient and effective manner. The Board has the power to do all things necessary for or in connection with the performance of its functions.
This section details the composition and responsibilities of the Board, Board remuneration and director indemnity, as well as explaining how the Board’s authority is delegated and how Board performance is reviewed. Directors for 2017–18 are listed below.
Composition
The Board consists of an independent Chair and 10 other directors. The Minister for Finance (the Minister) chooses five directors in consultation with the Minister for Defence. Of the remaining directors, three are nominated by the President of the Australian Council of Trade Unions (ACTU) and two are nominated by the Chief of the Defence Force. The Minister appoints all directors.
The Chair is appointed by the Minister after consultation with the Minister for Defence, and after the Board has agreed to the person proposed by the Minister.
All directors must meet the fitness and proprietary standards under the SIS Act.
Responsibilities
The Board is responsible for the sound and prudent management of CSC’s superannuation schemes. Directors and CSC employees are required to comply with the Board’s governance policy framework.
The framework includes policies such as the Board Charter, Conflicts Management Policy and Framework, Fit and Proper, Board Renewal and Board Performance Evaluation.
Delegated authority
CSC may delegate its powers under scheme legislation. The Board has delegated authority for many activities, corporate and investment matters, and scheme administration. Delegations are reviewed regularly to ensure they remain current. CSC employees exercising delegations are accountable to the CEO, who in turn is responsible to the Board. Sensitive or extraordinary matters that arise within delegated powers are usually referred by the CEO to the Board.
Performance review
The Board’s performance is formally evaluated annually, including evaluation of the Board as a whole, the Chair, individual directors and Board committees. A range of matters are examined: performance relative to objectives, fulfilment of responsibilities, structure and skills, strategic direction and planning, policy development, and monitoring and supervision.
There is a standing Board agenda item for open discussion and meeting evaluation. This may include management of Board agenda items and the conduct of Board meetings.
All directors participate in ongoing professional development activities.
Remuneration
The Remuneration Tribunal determines the remuneration of CSC directors (Remuneration Tribunal Act 1973), including for members of the Audit Committee and the reconsideration committees.
Remuneration is disclosed in our annual financial statements included in this report.
Director indemnity
The director or a delegate of the Board, acting in good faith, will not be subject to any action, liability, claim or demand, for anything done (or not done) in the performance of their functions under CSC’s governing legislation. CSC, however, may be subject to an action, liability, claim or demand.
As well as legislative indemnity for directors and delegates of the Board, CSC holds trustee liability and comprehensive crime insurance which complies with the Corporations Act 2001. CSC has provided all directors with a deed of indemnity, insurance and access.
Diversity
CSC aims to work in a supportive and collaborative way. We support and encourage a diverse and inclusive workforce by fostering a culture and environment of respect, courtesy, honesty and integrity, and treat others as we wish to be treated ourselves. We appreciate difference and respect other perspectives and cultures.
Our commitment to diversity starts at the Board level. CSC believes we will achieve better outcomes for members and shareholders, a higher standard of corporate governance, improved financial performance and attract and retain talented female staff, if we genuinely embrace the goal of cognitive diversity, which is realised through gender equality and a spectrum of skills and experience.
CSC’s commitment to diversity is detailed in our Diversity Policy, available on our website at csc.gov.au.
In accordance with these commitments, CSC actively encourages our investment managers to engage with investee companies that support these targets.
