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The Board

The Board of Telstra Super Pty Ltd (Board) is ultimately responsible for the sound and prudent management of TelstraSuper’s business operations. The Board undertakes to perform its duties and exercise its powers in the best interests of members and beneficiaries and to act honestly, fairly, diligently and impartially in accordance with the Constitution, Trust Deed, relevant law and the Trustee’s policies.

The Board is assisted in its role by the following Board Committees:

• Investment Committee
• Audit Committee
• Risk Committee
• Governance & Remuneration Committee; and
• Member Experience Committee.

The Board and each Board Committee has a charter that sets out its duties and responsibilities.

The Board consists of four Employer Representative Directors, four Member Representative Directors and one Independent Director who acts as Chair.

All Employer Representative Directors are nominated by the principal employer, Telstra Group Limited. All Member Representative Directors are nominated by the Australian Council of Trade Unions (ACTU). The Independent Director is appointed by the Board.

The rules relating to the nomination, appointment and removal of directors are set out in the Constitution.

The Directors of Telstra Super Pty Ltd during the 2022/2023 financial year were,

Anne-Marie O’Loghlin (Chair)	Graeme Smith
Bronwyn Clere (resigned 31/12/23)	Scott Connolly (resigned 12/05/23)
Dahlia Khatab	Megan Bonighton (resigned 16/12/22)
Nadine Flood (resigned 29/1/24)	Steven Fousekas
James Perkins	Gretchen Cooke

Changes that have occurred on the Board since 30 June 2023 are as follows,

• Joseph Mitchell commenced as a Director on 24/7/2023
• Bronwyn Clere retired as a Director on 31 December 2023
• Beba Brunt commenced as a Director on 31 December 2023
• Nadine Flood retired as a Director on 29 January 2024
• Beth Vincent-Pietsch commenced as a Director on 29 January 2024

Board Members profiles

Record of Attendance at Board Meetings for each Director for the last seven years

Board Renewal

The Governance & Remuneration Committee has responsibility for the oversight of Board renewal. The Committee’s responsibilities include:

• Reviewing the composition of the Board, including succession plans, to enable an appropriate mix of skills, experience and diversity to be maintained.
• Reviewing and recommending to the Board the skills, experience and diversity required by the Board generally and in relation to any proposed Director appointment.
• Reviewing and recommending to the Board the appointment of Director nominees.
• Overseeing the Chair succession process (where required) and making an appointment recommendation to the Board.
• Overseeing the succession process for Independent Committee members and making appointment recommendations to the Board.

The members of the Governance & Remuneration Committee during the 2022/2023 financial year were Anne-Marie O’Loghlin, Nadine Flood and Graeme Smith. Megan Bonighton until her resignation from the Board on 6 December 2023, and Scott Connolly until his resignation from the Board on 12 May 2023. Gretchen Cooke joined the Committee on 16 March 2023.

The Committee held a total of eight meetings during the 2022/2023 financial year. Mr Smith attended all eight meetings, Ms O’Loghlin and Ms Flood attended seven meetings and Mr Connolly attended six meetings. Ms Bonighton attended five meetings until her resignation, while Ms Cooke attended two meetings following her appointment.

The current composition of the Governance & Remuneration Committee is Anne-Marie O’Loghlin, Gretchen Cooke, Graeme Smith, James Perkins and Beth Vincent-Pietsch.

Board Performance Evaluation

The Board has a Board Performance Assessment Policy in place with procedures for evaluating the performance of the Board, each of its Committees and individual directors.

The Chair facilitates an annual review of the performance of the Board, its Committees and individual directors. The Board engages an independent external party to undertake this review every three years. The Board assesses its performance against a series of measures, including its own objectives.

In 2023, Directors completed a comprehensive review which was externally facilitated. The collective outcomes, including peer benchmarks, were considered at the Board’s December 2023 meeting. Director outcomes were subsequently discussed with individual directors. Focus areas arising from a review will be the subject of Board attention during the current year and assessed during the performance review the end of the year.

Board Skills Matrix

Board Skills Matrix

Executive Team

The Executive Team is responsible for the day-to-day leadership of TelstraSuper. Each Executive Team member is also responsible for specific areas of TelstraSuper’s business operations.

The performance of each Executive Team member was assessed in accordance with the performance assessment process following the end of the 2022/23 financial year. Performance evaluation consists of assessment against key performance indicators, including those relating to member outcomes. The Chief Executive Officer undertakes the performance reviews of the Executive Team.

Executive Management Team profiles

Register of Relevant Interests

Register of Relevant Duties

Executive Officers - Qualifications and Relevant Experience as Trustee or Board member

Executive Officers - Remuneration

Governing Documents

Constitution

The constitution is the document that specifies the rules governing the operation of Telstra Super Pty Ltd, including rules governing the appointment, powers and removal of directors, the roles, powers and responsibilities of the Board, the procedures for conducting Board and Board Committee meetings.

Download the TelstraSuper Constitution

Trust Deed

The Trust Deed contains the rules governing the operation of TelstraSuper.

Download the current Trust Deed

Defined Benefit funds Actuarial Report

The most recent actuarial report for TelstraSuper Defined Benefit Fund.

Download the actuarial report for Defined Benefit Funds

Disclosure Documents

TelstraSuper Retirement Income Strategy

Product Disclosure Statements for each superannuation product issued by TelstraSuper

Most recent Annual Report

TelstraSuper Financial Services Guide

Summary of each significant event or material change notice made to TelstraSuper members within the previous two financial years

Member Outcomes Assessment Summary 30 June 2023

Modern Slavery Statement

AIST Governance Code Report 2022

Financial Statements

Most recent Annual Financial Statements

Tax Transparency Report

TelstraSuper Tax Transparency Report 2022

TelstraSuper Tax Transparency Report 2021

Conflict Management Policy

Summary of TelstraSuper's Conflict Management Policy

Code of Conduct

Summary of the TelstraSuper employee and Board Codes of Conduct

Proxy voting

TelstraSuper’s Proxy Voting Policy

Summary of when and how during the previous financial year TelstraSuper exercised its voting rights in relation to shares in listed companies

Outsourced Service Providers

The name and Australian Business Number of each outsourced service provider who provides a material business activity to TelstraSuper

Insurance Policies

Our insurance policy documents and strategy

Related Party Transactions

Telstra Super Financial Planning Pty Ltd is a wholly owned investment of Telstra Super Pty Ltd in its capacity as trustee of TelstraSuper. Telstra Super Pty Ltd has an agreement in place with Telstra Super Financial Planning Pty Ltd for the provision of financial planning and related services to TelstraSuper members. The agreement is conducted on an arm’s length basis.

Telstra Group Limited holds all of the share capital in Telstra Super Pty Ltd. Foxtel Management Pty Limited is partly owned by Telstra Group Limited.

Telstra Super Pty Ltd has agreements in place with Telstra Group Limited for the provision of telecommunications, network, AV hardware support and cyber security services. All procurement arrangements and agreements with Telstra Group Limited are conducted on an arm’s length basis. Telstra Super Pty Ltd has an arm’s length agreement in place with Foxtel Management Pty Limited for the provision of cable television services.