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 2015–16 are listed, along with CSC’s three new directors in 2016–17.
The Board consists of an independent Chair and 10 other directors. Of the 10 other directors, three directors are nominated by the President of the Australian Council of Trade Unions (ACTU) and two directors are nominated by the Chief of the Defence Force.
The Minister for Finance (the Minister) chooses the remaining five directors in consultation with the Defence Minister. The Minister appoints all directors.
The Chair of the Board is appointed by the Minister after consultation with the Defence Minister. The Minister must obtain the Board’s agreement to a person whom the Minister proposes to appoint as the Chair. All directors must meet the fitness and propriety standards under the SIS Act.
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.
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 regularly reviewed to ensure currency. Employees exercising delegations are accountable to the CEO who is responsible to the Board. Even if within delegated powers, matters that are sensitive or extraordinary would typically be referred by the CEO to the Board.
The performance of the Board is formally evaluated each year, covering the Board as a whole, the Chair, individual directors and the Board committees. An evaluation of the Board may examine a range of matters including performance relative to objectives, fulfilment of responsibilities, structure and skills, strategic direction and planning, policy development and monitoring and supervision.
A performance evaluation conducted by an external consultant in the period of March to April 2016 showed a high level of satisfaction with the Board’s performance.
All directors participate in ongoing professional development activities and there is a standing Board agenda item for open discussion and meeting evaluation. Directors can also comment about the means by which Board papers are submitted and how the conduct of Board meetings can be improved in open Board meeting discussions and through formal meeting evaluations.
The Remuneration Tribunal, established under the Remuneration Tribunal Act 1973, determines the remuneration of directors including the Chair and members of the Audit and Risk Management Committee and the reconsideration committees. Remuneration is disclosed in CSC’s annual financial statements included in this report.
Anything done, or omitted to be done, in good faith by a director or a delegate of the Board, in the performance of functions under relevant CSC legislation will not subject that person to any action, liability, claim or demand. CSC may, however, be subject to an action, liability, claim or demand. In addition to the legislative indemnity, CSC holds trustee liability and comprehensive crime insurance which complies with the Corporations Act 2001 and has given a deed of indemnity, insurance and access to each director.