Our governance and disclosures.

Host-Plus Pty Limited (Hostplus) is the trustee for the Hostplus Superannuation Fund (the ‘Fund’).  The Hostplus Superannuation Fund is governed and managed by our Trustee Board. The Hostplus Board represents our members in accordance with the Hostplus Trust Deed and superannuation law. They also ensure that Hostplus meets Federal Government requirements for the fair and safe operation of the fund.

The Hostplus Board is responsible for the overall governance and strategic direction of the Fund, with the aim of protecting and enhancing the interests of members, taking into account the interest of other stakeholders, including employees, employers and the wider community.

The Hostplus Board is committed to effective corporate governance, to fairness, transparency and accountability in the way it operates. We believe that in attracting and retaining members to the Fund, it is beneficial for the Board to sponsor and partner with certain organisations in the hospitality, tourism, recreation and sport industries we serve. The Board will only partner with organisations that have robust corporate governance and Board accountability in place.

The Hostplus Board does not make political donations or support individual political parties. We are cognisant of our responsibility to all Fund members, no matter what political ideology they hold.

The Hostplus governing rules are contained within two documents; the Constitution and two Trust Deeds – one for the Superannuation Fund and the other for the Pooled Superannuation Trust (PST). The constitution of Host-Plus Pty Limited is the body of fundamental principles that govern the Trustee. Both Trust Deeds set out the rules for the established and ongoing operations of the Superannuation Fund and the PST – the latter is the vehicle whereby Hostplus transfers all investments.

You can download the Constitution here

You can download the Superannuation Fund Trust Deed here

You can download the PST Trust Deed here

Board composition

The Hostplus Board comprises three employer representative directors, nominated by the Australian Hotels Association (AHA) and three employee representative directors, nominated by United Voice, as well as three independent directors jointly selected by the AHA and United Voice. Our Board is chaired by one of Hostplus’ independent directors.

Board Charter

The Board Charter details the key policies and processes that the Board has in place for the governance of the Fund and principal areas of the Board’s role and responsibility including strategic planning, corporate culture and the monitoring and evaluation of management and stewardship.

Board nomination

Directors are appointed to the Hostplus Board in accordance with the Hostplus Constitution and the Fit and Proper policy. The Founding Members (Australian Hotels Association ‘AHA’ and United Voice) are responsible for nominating employer and member representative directors respectively. Independent directors are appointed by the Founding Members, or failing agreement by the Founding Members, by the Selection Committee.

The Founding Members consider and assess each potential candidate prior to a new Board member being appointed. This is to ensure that the Hostplus Board remains open to new ideas and independent thought while retaining adequate expertise to comply with the requirements of the SIS Act, performing its trustee duties and the exercising of trustee powers in the best interest of the members.

Board appointment

Directors are appointed for a three-year term. At the conclusion of each term, the nominating body either renews the term of the existing director or appoints another representative. For independent directors, the Founding Members must reach agreement on the appointment or re-appointment of the independent directors (as the case may be) in each relevant year by 16 May. The remaining two independent directors must also agree to the appointment of the third independent director. If the Founding Members fail to reach agreement by this date, the Selection Committee must appoint or reappoint the independent directors (as the case may be) by no later than 30 June in each relevant year.

In assessing directors, the Founding Members will consider the overall balance of the Board, taking into account stability, longevity, skillset, experience, corporate knowledge and whether an individual’s period of tenure on the Board could, or be perceived to, materially interfere with their ability to act in the best interests of the members.

Each nominating body may elect to appoint an alternate director to represent appointed directors in their absence. The Chair of the Hostplus Board (who must be an independent director) is elected by the Board.

Removal of directors

The general procedure for the removal of directors is set out in the constitution of the Trustee. The constitution details how and when a director needs to be removed from the directorship of the Trustee Company.

Any director elected by the Founding Members may be removed by the Founding Members whenever the best interests of the members would be served - including non-compliance with the Hostplus Fit and Proper Policy, in the Founding Member’s judgement and in accordance with the constitution.  A director may also resign by giving written notice to the trustee.

Under the Trust Deed of the Fund, the Hostplus Board has the ability to delegate its powers and responsibilities to Committees of the Board.  Currently, the Hostplus Board has established the following Committees:

 Each Committee operates in accordance with its Terms of Reference.

Every year the Hostplus Board and Committees undertake a performance assessment process using the services of an external consultant annually to assess and benchmark the performance of the Board and Committees.

The Board of Hostplus have approved a number of policies that assist in managing the governance responsibilities of the Fund.  Such policies include:

• Fit and proper policy – sets out Hostplus’ processes for assessing and monitoring the fitness and propriety of responsible persons and senior managers.
• Outsourcing policy - sets out Hostplus’ processes for appointing, assessing, monitoring and terminating of material outsourced service providers.
• Risk management framework - sets out Hostplus’ approach to risk management, how the trustee identifies, assesses, mitigates, manages, monitors and regularly reports on risk.
• Conflicts management policy – sets out processes and procedures Hostplus has adopted to manage conflicts of interests. 
• Code of conduct policy - sets out Hostplus’ expectations and requirements of its directors and staff including contractors - their responsibilities and obligations relating to various matters including confidentiality, privacy, conflicts of interest and other principles and behaviours.
• Fraud policy – sets out Hostplus’ expectations and requirements of its directors and staff and their responsibilities and obligations relating to fraud awareness, governance and oversight, internal controls and fraud management and investigation procedures.
• Whistleblowing policy - sets out Hostplus’ expectations and requirements of its directors and staff and their responsibilities and obligations relating to its whistleblowing mechanism and reporting procedures to protect the interests of individuals acting in good faith and reporting suspected incidents of misconduct.
• Diversity policy – sets out Hostplus’ expectations and requirements of its directors and staff and their responsibilities and obligations relating to managing diversity throughout the Hostplus organisation, and respecting diversity in the wider community.  This includes maintaining a workplace environment that supports diversity and is free from discrimination, hostility, harassment, bullying and victimisation. 
• Gift and hospitality policy - sets out Hostplus’ expectations and requirements of its directors and staff and their responsibilities and obligations relating to being offered and/or accepting any type of gift, hospitality or benefit, or free access to entertainment which may be related to their capacity as Hostplus directors and staff.

The Hostplus Board has a compliance program which formalises the structure and processes to meet legislative and regulatory requirements, including relevant prudential standards and contractual obligations.  The compliance program has two tiers:

• “The compliance framework”, is the structure Hostplus employs to manage the compliance requirements; and
• “Policy documents & standards”, is a listing of policy documents and standards adopted at Hostplus.

The Hostplus Board risk framework consists of:

• The Risk Management Strategy (RMS) which outlines the Board’s approach to risk management. It includes how we identify, access, mitigate, manage, monitor and report on risk;
• Risk Appetite Statements (RAS) which is a formal declaration of the Board’s risk appetite and articulates how much risk the Board is willing to accept in order to achieve its strategic and business objectives; and
• Material Risk Register (MRR) and Key Risk Indicators (KRI) which contain details of material risks impacting the Fund and captures the risk assessment, risk tolerance and mitigating controls of all the identified material risks.

The Hostplus Board appoints an external auditor to undertake an annual audit of the Fund’s financial statements and regulatory returns to ensure compliance with legislative requirements.  An independent audit opinion is issued at the conclusion of the audit providing assurance over the integrity of the financial statements and compliance with legislative requirements.  The external auditor reports to the Audit, Risk and Compliance Committee.

The appointed internal auditor is responsible for providing further assurance over the control environment of the Fund and Trustee.  An annual internal audit program is developed by the internal auditor in conjunction with the Audit, Risk and Compliance Committee who oversees the performance of the internal auditor. The internal auditor reports to the Audit, Risk and Compliance Committee.

 <sup>A = Number of meetings attended including where an alternate may have attended on behalf of the appointed director.
B = Number of meetings held during the time the director held office.
# Alternate directors are invited to attend Board meetings as an observer.
* Attended 1 meeting as an observer prior to appointment as a full director.
+ Attended 2 meetings as an observer prior to appointment as a full director.
^ Attended 2 meetings as an observer.
^^ Attended 1 meeting as an observer.
** Attended 1 meeting as Alternate Director.
++ Attended 3 meetings as an Alternate Director and one as observer following cessation of appointment as full director.
^^^ Attended 1 meeting as Alternate Director and 3 as observer.
1 B Myers was appointed the Alternate Director for J Hill in the Board Meeting held on the 15 September 2017. Consequently, B Myers was assigned two voting rights.</sup>

Hostplus will always advise its members about any material changes to the Fund - particularly when the outcome will impact their retirement savings. A change or event includes any decisions that will affect a member's investment, including a change to fees and costs, the benefit design, such as insurance cover and premiums or instances where a member's benefit may be transferred without their consent.

The key message announcing the decisions and impact is referred to as a significant event notice (SEN) which is sent to affected members. Hostplus aim is to provide information to members in a clear, concise manner that will enable our members to understand the nature of the change or event and the effect it could have on them.

Timing of a Significant Event Notice (SEN)

• A change or event which is an increase in fees, but not because of increased costs will be sent at least 30 days before it occurs.
• A change or event which is an increase in fees as a result of increased costs will be sent as soon as possible but not later than three months after the change or event occurs.
• A change that is not an increase in fees and is not adverse will be sent within 12 months of the change.

This section summarises the current Hostplus Conflicts Management Policy (Policy). A new summary will be disclosed, if any further amendments are made to the Policy, within such time as required by Law.

Introduction

The Policy sets out the processes and procedures that Host-Plus Pty Limited (Hostplus) as Trustee of the Hostplus Superannuation Fund (the Fund) has adopted to identify, assess and manage Conflicts of Interest that may arise during the provision of superannuation services to Fund members.

The Policy has been designed to comply with the APRA Standard SPS 521 "Conflicts of Interest" and the requirements under sections 52 and 52A of the Superannuation Industry (Supervision) Act 1993 (Cth) (SIS Act).

The Policy applies to all Hostplus Registerable Superannuation Entity (RSE) Licensee Responsible Persons and Specified Employees.

Maintenance of conflicts management framework

Hostplus has a conflicts management framework to ensure that practical arrangements (i.e. measure, processes and procedures) must be implemented and maintained. It is designed to reflect the nature, scale and complexity of Hostplus’ operations.

Role of Board and Directors’ duties

Hostplus’ Board of Directors (Board) is ultimately responsible for the development and maintenance of its Conflicts Management Framework, including this Policy. It must also take all reasonable steps to ensure that Hostplus staff clearly understands:

• the need to identify all actual and potential Conflicts of Interest,
• the circumstances that might give rise to a Conflict of Interest;
• the content and purpose of Hostplus’ Conflicts Management Framework, including this Policy; and
• their obligations under the Policy.

Policy Summary

Under the Policy:

• both Hostplus, itself, and certain members of Hostplus’ staff (including but not limited to the Board, Senior Management, and other staff that Hostplus determines should be included);
• certain service providers; and
• certain associates of Hostplus,

must disclose certain interests they personally hold and duties they owe to third parties as and when they arise. These interests and duties, if deemed relevant, must be registered on the consolidated Register of Relevant Interests and Duties, which can be accessed here:

Relevant Interests and Duties Register

The Board periodically reviews the Register to determine whether any Conflicts of Interest may arise that could affect the Fund and its members. If a Conflict of Interest is identified, Hostplus must determine whether to manage or avoid the Conflict of Interest. In certain cases, Conflicts of Interest cannot be avoided, and these will be managed, in accordance with the requirements of the Law, including but not limited to the SIS Act and Corporations Act 2001 (Cth).

Relevant Interest

A Relevant Interest is any interest, gift, emolument or benefit (for example earnings, dividends, payments, capital gains, rights or profits) whether pecuniary or non-pecuniary, directly or indirectly obtained or offered that Hostplus considers to be relevant because it has the potential to have a significant impact on Hostplus’ capacity to act in a manner that is consistent with its Trustee duties.

Relevant Duty

A relevant duty is a duty that a person may owe to a third party (for example, as a director or employee of that third party) that Hostplus considers to be relevant because it has the potential to have a significant impact on Hostplus’ capacity to act in a manner that is consistent with its Trustee duties.

Conflict of Interest

Put simply, a Conflict of Interest arises if a person’s Relevant Interest or Relevant Duty is likely to affect his or her ability to make an impartial decision or judgement that he or she is required to make for the benefit of the Fund’s members.

Identification, disclosure and recording of Relevant Interests and Relevant Duties and subsequent Conflicts of Interest

Relevant Interests and Relevant Duties will remain disclosed on the Registers until the relevant person no longer holds that interest or owes the duty, or no longer is employed by, provides services to, or is associated with Hostplus.

Each person must ensure that their Relevant Interests and Relevant Duties are disclosed on the Register on a periodic basis or when a change to their interests or duties arises during their tenure.

Over time certain Relevant Interests or Relevant Duties may or may not be considered to create Conflicts of Interest, and this will depend upon the relevant circumstances at the time. Hostplus may maintain a Conflicts of Interest register, in order to aid it in managing and avoiding Conflicts of Interest, but is under no obligation to disclose this to members.

Management and monitoring of conflicts of interest

The Law requires Hostplus and the Board to manage Conflicts of Interest. The aim of the Hostplus Board is to avoid Conflicts of Interest. However, there might be circumstances where the avoidance of Conflicts of Interest will not always be possible or prudentially practical.  The Board will identify, analyse and evaluate all such conflicts and then determine whether to avoid a particular Conflict of Interest or accept and act notwithstanding the Conflict of Interest, subject to any management controls. Any Conflict of Interest that cannot be avoided must be managed, as is reasonable in the circumstances, but always so that priority is given firstly to the interests of members and beneficiaries.

The Hostplus trustee has engaged the key service providers listed below to assist the trustee in delivering Hostplus products and services.
An outsourcing policy has been implemented to assist in the appointment, overseeing and management of these service providers.

You can find out about the Fund’s financial position, investment performance, people and activities for the most recently completed financial year in our annual report. The annual report is available online, but you may elect to have a hard copy of the annual report sent to you free of charge. If you elect to receive a hard copy we will continue to send you the report for every subsequent financial year until you notify us that a hard copy is no longer required.

View our annual reports

Financial statements

The financial statements are prepared in accordance with relevant accounting standards and are approved by the Board of Host-Plus Pty. Limited.

Hostplus Superannuation Fund Financial Statements for the year ended 30 June 2018

Host-Plus Pty. Limited Special Purpose Financial Statements for the year ended 30 June 2018

Hostplus Pooled Superannuation Trust Financial Statements for the year ended 30 June 2018

The Financial Services Guide (FSG) is to ensure you are given adequate information about the financial services being offered by Hostplus.

It contains information about the services we offer, how we are paid, any potential conflict of interest we may have, and our internal and external dispute resolution procedures and how you can access them. If you need more information or clarification of any matters raised in this document, please contact us.