Commonwealth Superannuation Corporation Annual Report 2017–18
3. Our Board
Our Board members in 2017–18
Mrs Patricia Cross
Appointed 1 July 2014; re-appointed 1 July 2017 to 30 June 2020
- Chair of the Board
- Member of the Board Governance Committee
- Member of the Remuneration and HR Committee
Mrs Cross is a non-executive director of Aviva plc (since 2013), a senior independent director of Aviva Investors Holdings Limited (since January 2017) and an Ambassador of the Australian Indigenous Education Foundation (AIEF). Having begun her career in public service with the United States Government, Mrs Cross went on to gain extensive international financial services experience living and working in seven countries. She worked with Chase Manhattan Bank and Chase Investment Bank (1981–87), Banque Nationale de Paris (1987–88) and National Australia Bank (1988–96) where she ran Wholesale Banking & Finance and was a Member of the Group Executive Committee.
Since 1996 she has served as a public company director for Suncorp-Metway Limited (1996–2000), AMP Limited (2000–03), Wesfarmers Ltd (2003–10), Qantas Airways Limited (2004–13), National Australia Bank (2005–13), Macquarie Group Limited (2013–18) and Macquarie Bank Limited (2013–18). She was also Chairman of Qantas Superannuation Limited (2002–05), Deputy Chairman of the Transport Accident Commission of Victoria (1997–2001) a founding director of the Grattan Institute (2008–15) and founding Chair of 30% Club Australia (2015–18).
Mrs Cross has held a number of honorary government positions, including with the Financial Sector Advisory Council, Companies and Securities Advisory Committee, Panel of Experts to Australia as a Financial Centre Forum and Sydney APEC Business Advisory Council.
Mrs Cross has previously served on a wide range of not-for-profit boards, including the Murdoch Children’s Research Institute (2002–11) and was the Co-Chair of WomenCorporateDirectors in Australia (2014–17). In 2001, Mrs Cross received the Australian Centenary Medal for service to Australian society through the finance industry and Mrs Cross has a BSc (Hons) in International Economics from Georgetown University School of Foreign Services. In 2018, she was awarded Life Fellowship with the Australian Institute of Company Directors.
Mrs Ariane Barker
Appointed 13 September 2016 to 12 September 2019
- Member of the Audit Committee
- Member of the Risk Committee
Mrs Barker is CEO at Scale Investors (since 2018), a Board director at IDP Education (since 2015); Chair of the Audit and Risk Committee at IDP Education (since 2015); a member of the Investment Committee and Development Board at the Murdoch Children’s Research Institute (since 2011); and a member of the Community Advisory Committee at the Royal Victorian Eye and Ear Hospital (since 2013).
Mrs Barker was previously a Board director at Taralye, The Oral Language Centre for Deaf Children (2011–14) and was the General Manager, Products and Markets at JBWere (2015–17). Mrs Barker has over 20 years of experience in international banking and finance, including roles as Director, Equities Division at HSBC (2005–08); Executive Director, Equities Division at Goldman Sachs (Asia) (2000–02); and Associate – Capital Markets at Merrill Lynch International (1994–99).
Mrs Barker has a Bachelor of Arts degree in Economics and Mathematics from Boston University and is a Fellow of the Australian Institute of Company Directors.
The Hon. Chris Ellison
Appointed 1 July 2014; re-appointed 1 July 2017 to 30 June 2020
- Member of the Board Governance Committee
- Chair of the Remuneration and HR Committee
The Hon. Chris Ellison is Chancellor of the University of Notre Dame Australia since 2018 (and has been a Director since 2015 and Governor since 2009). He is also Chair of the Trinity College Board, Perth since 2018 (having been a Board Member since 2010), Chair of the SAS Regiment Resources Fund fundraising committee (since 2014) and Director of Business Excellence Australian (since 2013). He is presently an advisor to DORIC JAXON Consolidated Pty Ltd (since 2018) and an advisor to Quintis Corporation (formerly TFS Corporation) (since 2009). Mr Ellison is also a director of ARIA Co Pty Ltd and is a member of the Western Australian Law Society.
He was previously a director of Doric Construction Group (2011–15), Chairman of Australia’s North West Tourism Board (2011–15), and a member of the Study Group Academic (SGA) Council and Chair of the Academic Board West for SGA (2014–18).
He was a Cabinet Minister in the Howard Government and in the Ministry for over 10 years (1997–2007). He held a number of portfolios including Justice and Customs and remains Australia’s longest serving Justice Minister. He has also held a legal practising certificate for over 30 years. He has a B.Juris and LLB, both from the University of Western Australia.
Ms Nadine Flood
Appointed 1 July 2011; re-appointed 1 July 2017 to 30 June 2020
- Nominee of the President of the ACTU
- Member of the Audit Committee
- Member of the Risk Committee
Ms Flood is the National Secretary of the Community and Public Sector Union (CPSU) (since 2010), a director of the Centre for Policy Development (since 2017, having previously held the position from 2010–15), a director of Shared Advantage Pty Ltd (since 2011) and ACTU Member Connect (since 2011), a member of the ACTU Growth and Campaign Committee (since 2010), a member of ACTU Executive (since 2009), Vice President of the Australian Council of Trade Unions (since 2015) and a member of the ALP National Executive (since 2015).
Ms Flood was a member of the ALP National Policy Forum (2013–16). Ms Flood has a Bachelor of Economics degree from Macquarie University.
Ms Winsome Hall
Appointed 1 July 2011; re-appointed 1 July 2016 to 30 June 2019
- Nominee of the President of the ACTU
- Member of the Board Governance Committee
- Member of the Remuneration and HR Committee
- Member of the APS Reconsideration Advisory Committee
Ms Hall was a trustee of CSC’s predecessor organisations ARIA and the CSS and PSS Boards (1996–2011). She is Chair of Zurich Australia Superannuation Pty Ltd (since 2010), is an independent non-executive director of the Medical Research Commercialisation Fund (since 2007) as a nominee of Australian Super, is Chair of the Women in Super NSW Mother’s Day Classic (since 2013) and is director of the National Breast Cancer Foundation (since 2016). Ms Hall is also the Chair of ARIA Co Pty Ltd.
Ms Hall was previously a non-executive director of various financial sector companies including Colonial First State Private Capital Limited (2001–08), State Super Financial Services (2006–09) and the Financial Industry Complaints Scheme (2004–08) and was a non-executive director of the commercial fund Uniseed (2005–15).
She was also a member of the Financial Complaints Scheme Panel, best-practice advisor to the Association of Superannuation Funds Australia; Senior Advisor, Prime Minister and Cabinet; and Secretary of the ACT Branch of the CPSU. Ms Hall has a Bachelor of Arts degree from the Australian National University.
Mr Garry Hounsell
Appointed 1 July 2016 to 30 June 2019
- Chair of the Audit Committee
- Member of the Risk Committee
Mr Hounsell is Chairman of Myer Holdings Limited (since 2017), Chairman of Helloworld Travel Limited (since 2016) and non-executive director and Chair of the Audit Committee at Treasury Wine Estates Limited (since 2012). Mr Hounsell is also the Advisory Chairman for Acciona Australia and Asia (since 2015), Advisory Board Member of Charter Keck Cramer (since 2013), and a member of the Investment Committee of Investec Global Aircraft Fund (since 2007).
Mr Hounsell was previously the Chairman and a non-executive director of Spotless Group Holdings Limited (2014–17), the Chairman of Emitch Limited (2006–08) and PanAust Limited (2008–15). He was also previously an Advisory Board Member of PanAust Limited (2015–17), Rothschild Australia Limited (2012–17), and a director at Orica Limited (2004–13), Nufarm Limited (2004–12), Qantas Airways Limited (2005–15), Mitchell Communication Group Limited (2008–10), Integral Diagnostics Limited (2015–17), Dulux Group Limited (2010–17) and Investec Aircraft Syndicate Limited (2012–18).
Mr Hounsell was a Senior Partner at Ernst & Young (2002–04), CEO and Managing Partner of Arthur Andersen (2001–02) and a Partner at Arthur Andersen (1989–2002).
Mr Hounsell has a Bachelor of Business (Accounting) from the Swinburne Institute of Technology (1975) and is a Fellow of Chartered Accountants Australia and New Zealand, and a Fellow of the Australian Institute of Company Directors.
Mr Sunil Kemppi
Appointed 1 July 2016; re-appointed 1 July 2018 to 30 June 2019
- Nominee of the President of the ACTU
Mr Kemppi is a Senior Industrial Officer with the Community and Public Sector Union (CPSU), where he provides industrial and legal advice (since 2015). Mr Kemppi is an Australian legal practitioner and has worked within the trade union movement since 2009.
Mr Kemppi served as a Board director for the Victorian Contract Cleaning Industry Portable Long Service Leave Fund Pty Ltd (2014–15).
Mr Kemppi has been an Organiser, Industrial Officer and Lead Industrial Officer with United Voice (2009–15), CSO and Trustee Service Consultant with Australian Administrative Services (2006–09), and Market Research Interviewer for the National Australia Bank (2004–06).
Mr Kemppi is a Juris Doctor and has a Graduate Diploma of Legal Practice, a Bachelor of Arts (Pol. Phil.), and a Graduate Diploma of Journalism.
Air Vice-Marshal Tony Needham, AM
Appointed 1 July 2016 to 30 June 2019
- Nominee of the Chief of the Defence Force
- Deputy Chair of the MilitarySuper Reconsideration Committee
- Deputy Chair of the Defence Force Case Assessment Panel
Air Vice-Marshal Needham is a member of the Royal Australian Air Force Active Reserve (since early 2016), following a distinguished career over three decades in the permanent Air Force (1978–2015). His military service included holding the position of Head People Capability, Department of Defence (2014–15) and Deputy Commander, Joint Task Force 633, Middle East (2013).
Air Vice-Marshal Needham also served as a Commissioner of the Military Rehabilitation and Compensation Commission (2014–15) and Chair of the Defence Force Recruiting Board of Management (2014–15).
Air Vice-Marshal Needham holds a Master of Arts in Strategic Studies, Deakin University; a Graduate Diploma in Management Studies and is a graduate of the Australian Institute of Company Directors. Air Vice-Marshal Needham was appointed as a member in the Order of Australia in 2005 primarily for work in the personnel area of the RAAF.
Ms Peggy O’Neal
Appointed 1 July 2011; re-appointed 1 July 2017 to 30 June 2020
- Member of the Board Governance Committee
- Member of the Remuneration and HR Committee
- Chair of the APS Reconsideration Advisory Committee
Ms O’Neal is a former partner of law firm Herbert Smith Freehills (1995–2009) and then a consultant (2009–2011), specialising in superannuation and financial services law. She continues to act as a consultant to Lander & Rogers, Melbourne (since 2011). Ms O’Neal also serves as a director of NAB subsidiary (superannuation fund trustee company), NULIS Nominees (since 2011).
She is an independent member of the Audit and Compliance Committee of UniSuper Ltd (since 2009), a member of the Victorian Ministerial Council on Women’s Equality (since August 2017), an independent member of the External Compliance Committee for Vanguard Investments Australia (since 2009), the President of the Richmond Football Club (since 2013, having been a director from 2005), and a director of Womens’ Housing Limited (since 2013). Ms O’Neal was Chair of the Victorian Government Taskforce on Women in Sport and Recreation (2014–16). Ms O’Neal is also a director of ARIA Co Pty Ltd (since 2016).
Ms O’Neal is a fellow of the Australian Institute of Company Directors and an emeritus member of the Law Council of Australia Superannuation Committee. She has a Bachelor of Arts degree from Virginia Polytechnic Institute and State University, and a Juris Doctor, University of Virginia, having requalified to practise law in Australia at the University of Melbourne. She has also completed the ASFA Diploma in Superannuation Management.
Air Vice-Marshal Margaret Staib, AM, CSC
Appointed 2 May 2014; re-appointed 2 May 2017 to 1 May 2020
- Nominee of the Chief of the Defence Force
- Chair of the MilitarySuper Reconsideration Committee
- Chair of the Defence Force Case Assessment Panel
- Chair of the Risk Committee
- Member of the Audit Committee
Air Vice-Marshal Staib is a director of QinetiQ Australia (since 2017), a director of the Australian Strategic Policy Institute (since 2015), a member of the Industry Advisory Board for the Centre for Supply Chain and Logistics at Deakin University (since 2017), and a member of the Royal Australian Air Force Active Reserve (since 2012), following a distinguished career over three decades in the permanent Air Force.
Air Vice-Marshal Staib is also a Division Councillor of the Royal Aeronautical Society (Australian division) and a Northern Territory Defence and National Security Advocate (since 2017). Her military service included holding the position of Commander Joint Logistics and Commandant of the Australian Defence Force Academy.
Air Vice-Marshal Staib formerly held the position of Chief Executive Officer of Airservices Australia (2012–15). She was also a member of the Industry Advisory Board for the Centre for Aeronautical and Aviation Leadership of Embry-Riddle Aeronautical University (2010–15). She is also a Certified Professional Logistician and a Fellow of the Chartered Institute of Logistics and Transport.
Air Vice-Marshal Staib holds a Bachelor of Business Studies, Master of Business Logistics and Master of Arts in Strategic Studies. She has received the United States Meritorious Service Medal, the Outstanding Contribution to Supply Chain Management in Australia Award and was appointed a member in the Military Division of the Order of Australia in 2009. In 2000 Air Vice-Marshal Staib’s contribution and leadership in the field of ADF Aviation Inventory Management was recognised when she was awarded the Conspicuous Service Cross.
Dr Michael John Vertigan, AC
- Appointed from 1 July 2017 to 30 June 2020
- Chair of the Board Governance Committee
- Member of the Remuneration and HR Committee
Dr Vertigan has experience in the public, higher education, philanthropy and business sectors. He is the former Chair of the AGEST Superannuation Fund (2004–08) and former Secretary of the Victorian (1993–98) and Tasmanian (1989–93) Departments of Treasury and Finance. He has held a number of academic appointments and is a former Chancellor of the University of Tasmania.
Dr Vertigan is currently Independent Chair of the Gas Market Reform Group established by the COAG Energy Council (since 2016) and a member of the Audit and Risk Committee of Comcare (since 2016). He has previously held appointments on corporate boards and on a wide range of Commonwealth, State and Territory government businesses, statutory bodies and advisory panels. He was a director of CSC from 2011 to 2016, and is a director of ARIA Co Pty Ltd (since 2017).
Dr Vertigan has a Bachelor of Economics (Hons) from the University of Tasmania and a PhD from the University of California (Berkeley). Dr Vertigan was made a Companion of the Order of Australia in 2004. He is a fellow of the Australian Institute of Company Directors (since 1998) and of the Institute of Public Administration of Australia (since 1994).
Board meeting attendance
Table 5. Board and standing Board committee meeting attendance in 2017–18
|
Board meetings (9) |
||
|
Attended |
Eligible to attend |
|
|
Patricia Cross |
9 |
9 |
|
Ariane Barker |
8 |
9 |
|
The Hon. Chris Ellison |
9 |
9 |
|
Nadine Flood |
8 |
9 |
|
Winsome Hall |
9 |
9 |
|
Garry Hounsell |
9 |
9 |
|
Sunil Kemppi |
9 |
9 |
|
Air Vice-Marshal Tony Needham, AM |
9 |
9 |
|
Peggy O’Neal |
9 |
9 |
|
Air Vice-Marshal Margaret Staib, AM, CSC |
8 |
9 |
|
Dr Michael Vertigan, AC |
8 |
9 |
Board committees
Established committees assist the CSC Board to carry out its responsibilities. Committee members are appointed by the Board and each committee has its own Board-approved terms of reference, which are reviewed from time to time.
The Board has four standing committees: the Audit Committee, the Remuneration and HR Committee, the Board Governance Committee, and the Risk Committee.
Table 6. CSC Board committees
|
Committee |
Purpose |
Membership |
|
Audit Committee |
To assist the Board in discharging its responsibilities by providing an objective non-executive review of CSC’s financial reporting framework. Functions include:
|
|
|
Risk Committee |
To assist the Board in discharging its responsibilities by overseeing CSC’s risk culture, risk frameworks and management of risk. Functions include:
|
|
|
Board Governance Committee |
To assist the Board by advising and making recommendations on issues relevant to the corporate governance of CSC and the identification, education and evaluation of directors. Functions include:
|
|
|
Remuneration and HR Committee |
To assist the Board by advising and making recommendations on issues relevant to its Remuneration Policy and human resource obligations. Functions include:
|
|
Table 7. Audit and Risk Committee meetings attendance in 2017–18
|
Audit Committee meetings (6) |
Risk Committee meetings (5) |
|||
|
Attended |
Eligible to attend |
Attended |
Eligible to attend |
|
|
Ariane Barker |
6 |
6 |
5 |
5 |
|
Nadine Flood |
4 |
6 |
3 |
5 |
|
Garry Hounsell |
6 |
6 |
5 |
5 |
|
Air Vice-Marshal Margaret Staib, AM, CSC |
6 |
6 |
5 |
5 |
Table 8. Board Governance and Remuneration and HR committees meetings attendance in 2017–18
|
Board Governance Committee meetings (4) |
Remuneration and HR Committee meetings (5) |
|||
|
Attended |
Eligible to attend |
Attended |
Eligible to attend |
|
|
Patricia Cross |
3 |
4 |
4 |
5 |
|
The Hon. Chris Ellison |
4 |
4 |
5 |
5 |
|
Winsome Hall |
4 |
4 |
5 |
5 |
|
Peggy O’Neal |
3 |
4 |
5 |
5 |
|
Dr Michael Vertigan, AC |
4 |
4 |
4 |
5 |
Other Board committees
The Board has also established three committees which, on application by affected members, reconsider some decisions made under scheme legislation. These committees are:
- the Australian Public Sector Schemes Reconsideration Committee
- the MilitarySuper Reconsideration Committee
- the Defence Force Case Assessment Panel.
The Board may establish other committees from time to time.