Director appointment rules

1. Composition of the board

The Vision Super Pty Ltd company constitution (the “Constitution”) provides that the Vision Super board (the “board”) shall consist of between two and ten directors. Currently, there are four employer representative directors, four member representative directors, and two independent directors. 

The four employer representative directors are appointed by the board on the nomination of the following associations:

  • The Local Government NSW (LGNSW) (2 positions)
  • The Municipal Association of Victoria (MAV) (1 position);
  • The Victorian Water Industry Association (VWIA)  and the Victoria Chamber of Commerce and Industry (VCCI) (jointly) (1 position).

The four member representative directors are appointed by the board on the nomination of the Australian Services Union Victorian and Tasmanian Authorities and Services Branch (the ASU) (2 positions) and the United Services Union (the USU) (2 positions). 

The independent directors are appointed by the board following a recruitment process conducted by a committee of the board.

The duration of a director’s term is 4 years, or a shorter term as determined by the board.

The membership of the board must comply with the equal representation rules required by the Superannuation Industry (Supervision) Act and Regulations.

2. Appointment of directors

2.1 Employer representative directors

Clause 5.2 of the constitution deals with the appointment of employer representative directors and provides that:

  1. One candidate will be nominated by the Municipal Association of Victoria (MAV);
  2. One candidate will be nominated by the Victorian Water Industry Association Inc (VWIA) and The Victorian Employers’ Chamber of Commerce and Industry (VCCI) (jointly)
  3.  Two candidates will be nominated by Local Government NSW (LGNSW):
     
    …following receipt of candidate nominations, the Employer Directors will be appointed by the directors in such manner, and in accordance with such rules and conditions, as may be determined by the directors from time to time either generally or in any particular case.
2.2 Member representative directors

Clause 5.3 of the Constitution deals with the appointment of member representative directors, and provides that:

  1. Two candidates will be nominated by the ASU Victorian and Tasmanian Authorities Services branch (the ASU)
  2. Two candidates will be nominated by the United Services Union (the USU):

…following receipt of candidate nominations, the Member Directors will be appointed by the directors in such manner, and in accordance with such rules and conditions, as may be determined by the directors from time to time either generally or in any particular case.

2.3 Independent (non-executive) directors

Clause 5.4 of the Constitution deals with the appointment of the independent (non-executive) directors, and provides that:

…the Independent Directors will be appointed in such manner, and in accordance with such rules and conditions, as may be determined by the directors from time to time either generally or in any particular case.

2.4 Fitness and Propriety

The board may appoint a nominated candidate if the individual satisfies the Vision Super group’s fit and proper rules.

3. Removal of directors

Clause 5.7 of the Constitution deals with the vacation of the office of directors and provides:

In addition to the circumstances in which the office of a director becomes vacant by virtue of the Act, the office of a director becomes vacant if he or she:

  1. dies;
  2. becomes prohibited from being a director by reason of, or a disqualified person in terms of, any Relevant Law;
  3. suffers any mental or physical incapacity or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, and in respect of whom the directors have passed a resolution declaring the office of that person to become vacant;
  4. resigns his or her office by notice in writing to the company;
  5. unless the directors unanimously determine otherwise, ceases to satisfy any eligibility criteria that had to be satisfied for that person to be appointed to the office of Employer Director, Member Director, or Independent Director (as applicable);
  6. ceases to hold office as a result of the period of office expiring; or
  7. is removed from office by the same procedure as that by which he or she was appointed, suffers any mental or physical incapacity or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, and in respect of whom the directors have passed a resolution declaring the office of that person to become vacant;

Last updated 2025

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This website is provided to you by Vision Super Pty Ltd ABN 50 082 924 561 AFSL 225054 RSE licence number L0000239 (‘the Trustee’ or ‘we’ or ‘us’) as the Trustee of the Local Authorities Superannuation Fund ABN: 24 496 637 884 (‘Vision Super’ or ‘Fund’). It comprises two URLs: www.visionsuper.com.au (‘the Vision Super website’) and www.activesuper.com.au (‘the Active Super website’).  General Fund information is located primarily located at the Vision Super website but may also be accessed from the Active Super website. The website includes general information or advice only and does not (and should not be taken to) contain any personal advice. It is provided to you, to help you understand our products (including our range of Vision Super products and, from 1 March 2025, Active Super products), services, policies and procedures. It does not take into account your personal objectives, financial situation or needs. You should consider whether it is appropriate for you and your personal circumstances before acting on it and, if necessary, you should seek professional financial advice. Before making a decision to invest in any product available from the Fund, you should read the appropriate Vision Super Product Disclosure Statement (PDS) or the Active Super Saver PDS. The website summarises features of our products only; the relevant disclosure documents and PDSs should be considered for more detailed information. If there is any inconsistency between information on this website and the PDS, the PDS prevails. Past performance is not an indication of future performance. The general information or advice shown was correct at the time of publication, but may have changed since. In particular, information or advice provided as at a certain date or on the basis of information or sources extracted as at a certain date may have changed. If you would like updated information, please contact us

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