Board

Our Board of Directors is made up of people from different backgrounds with complementary skills and experience. It represents, serves and remains accountable to UniSuper members and participating employers.

Chairman: Mr Chris Cuffe

Directors’ independence

UniSuper has specific requirements relating to the Board's independence:

The UniSuper Constitution requires eight directors to be nominated with equal numbers representing employers and members. These directors then appoint three independent directors. All directors bring knowledge and expertise to the Board and together complement and balance the various interests represented.
All directors of the Trustee Board are non-executive and independent of management.
Directors must be free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with their ability to act in the best interests of the Fund.

The shareholder universities appoint eight directors:

Two directors are nominated by Vice Chancellors of shareholder universities.
Two directors are nominated by Consultative Committee members who represent employers.
One director is nominated by Consultative Committee members who represent academic staff.
One director is nominated by Consultative Committee members who represent general staff.
Two directors are nominated by the national unions who represent a significant number of UniSuper members.

Three further independent directors are appointed by the eight (shareholder-appointed) directors on the basis of their knowledge and experience.

The term of appointment for each director is three years. At the expiry of each three-year term, directors are eligible for re-appointment.

If a director retires or resigns mid-term, a replacement is nominated by the party that elected that director. The replacement serves the remainder of the term.

UniSuper's Constitution also sets out the process for removing directors from the Board. The process depends on whether the directors represent members or employers, or are independent.

In general terms:

The Consultative Committee, or other bodies responsible for their appointment, can recommend the removal of directors representing members or employers.
Independent directors can be removed by a resolution of the directors representing members and employers.

Independent directors	Directors representing members	Directors representing employers
Chris Cuffe (Chairman) Ian Martin Melda Donnelly	Elected by the Consultative Committee Professor Michael Skully Keith Tull Appointed by national unions Grahame McCulloch Neville Kitchin	Elected by Vice-Chancellors Professor Paul Johnson Professor Jane den Hollander Elected by the Consultative Committee Dr Susan Gould Stephen Somogyi

Roles and responsibilities

The role of the Board is to:

Govern the operations of UniSuper
Ensure the Fund is administered in accordance with the Trust Deed and our governance guidelines, and
Determine the strategic direction of the Fund.

The responsibilities of the Board include:

Providing guidance and helping to develop and approve UniSuper’s strategic plan
Reviewing and approving business plans, financial plans and the annual budget
Overseeing and monitoring:
- Investment policy and performance
- Organisational performance and the achievement of UniSuper’s strategic goals and objectives
- Our compliance with UniSuper’s Code of Conduct
- Progress of major capital expenditures and other significant corporate projects
- UniSuper’s financial performance including approving the annual financial reports and working with our auditors
- The operation of UniSuper’s systems for compliance and risk management reporting
Appointing, assessing and, if necessary, removing the CEO
Ensuring there are effective management processes in place and approving major initiatives, and
Enhancing and protecting UniSuper’s reputation.

Board of Directors

All new directors participate in a formal induction program that covers the operation of the Board and its Committees plus financial, strategic, operations and risk management issues. We also expect new and existing directors to undertake appropriate training on an ongoing basis.

An independent review of the Board's operations is conducted regularly, at intervals of not more than two years. The Chairman also undertakes an annual assessment of the performance of individual directors each year and meets privately with each director to discuss this assessment.

For more information about the Board of Directors, contact UniSuper's Company Secretary, Anne Wright.