Treasury Laws Amendment (Improving Accountability and Member Outcomes in Superannuation Measures No. 1) Act 2019 (40 of 2019)

Schedule 7   Annual members' meetings

Superannuation Industry (Supervision) Act 1993

5   Before section 29QB

Insert:

Subdivision A - Annual members' meetings

29P Annual members' meeting

RSE licensees must hold annual members' meetings

(1) The RSE licensee of a registrable superannuation entity must hold an annual meeting of members of the entity for each year of income of the entity.

Notice of meeting

(2) The RSE licensee must give notice of the annual members' meeting to each of the following:

(a) all members of the registrable superannuation entity;

(b) if the RSE licensee is a body corporate - all responsible officers of the body corporate;

(c) any person who has been an auditor of the registrable superannuation entity for the year of income of the entity;

(d) any person who has been an actuary of the registrable superannuation entity during the year of income of the entity.

(3) The RSE licensee must:

(a) include in the notice:

(i) the time and location of the annual members' meeting; and

(ii) if the annual members' meeting to be held by electronic means - details of how the meeting can be attended electronically; and

(iii) the agenda of matters to be discussed at the annual members' meeting; and

(b) include with the notice any other information prescribed by the regulations; and

(c) give the notice, and any information required to be included with the notice, in the manner (if any) prescribed by the regulations; and

(d) give the notice, and any information required to be included with the notice:

(i) no later than 6 months after the end of the year of income of the entity; and

(ii) at least 21 days before the meeting.

(3A) Despite subsection 14(2) of the Legislation Act 2003, regulations made for the purposes of paragraph (3)(b) may make provision in relation to a matter by applying, adopting or incorporating (with or without modification) any matter contained in a reporting standard, made by APRA under the Financial Sector (Collection of Data) Act 2001,as in force or existing from time to time.

Timing of meeting

(4) The meeting must be held within 3 months after the notice of the meeting is given in accordance with subsections (2) and (3).

Conduct of an annual members' meeting

(5) At the annual members' meeting, the RSE licensee must give members of the registrable superannuation entity reasonable opportunities to ask questions about:

(a) the registrable superannuation entity; and

(b) if the RSE licensee is a body corporate - the RSE licensee and the responsible officers of the RSE licensee; and

(c) if the RSE licensee is a group of individual trustees - each of the individual trustees; and

(d) any audit of the registrable superannuation entity for the year of income of the entity; and

(e) any actuarial investigation of the registrable superannuation entity during the year of income of the entity; and

(f) any information included with the notice of the meeting.

Minutes of meeting

(6) The RSE licensee must ensure that:

(a) minutes of the annual members' meeting are prepared; and

(b) those minutes include the answers to any questions asked at the meeting that a person is obliged to answer either at or after the meeting under sections 29PB, 29PC, 29PD or 29PE; and

(c) those minutes are made available to all members on the registrable superannuation entity's website.

Subsection (1) does not apply in relation to certain entities

(7) Subsection (1) does not apply in relation to a registrable superannuation entity that is:

(a) a superannuation fund with fewer than 5 members; or

(b) an excluded approved deposit fund; or

(c) a pooled superannuation trust; or

(d) an eligible rollover fund.

Offence

(8) A person commits an offence if:

(a) the person is:

(i) a body corporate that is an RSE licensee; or

(ii) a member of a group of individual trustees that is an RSE licensee; and

(b) the RSE licensee contravenes subsection (1), (2), (3), (4), (5) or (6).

Penalty: 50 penalty units.

29PA Obligation to attend an annual members' meeting

(1) If:

(a) the RSE licensee of a registrable superannuation entity is a body corporate; and

(b) any of the following persons is given notice of an annual members' meeting for the entity in accordance with subsections 29P(2) and (3):

(i) the Chair of the board of directors of the RSE licensee;

(ii) a director of the RSE licensee;

(iii) an executive officer of the RSE licensee;

the person must attend the meeting.

Penalty: 50 penalty units.

(2) A member of a group of individual trustees that is an RSE licensee of a registrable superannuation entity must attend an annual members' meeting for the entity.

Penalty: 50 penalty units.

(3) A person who has been an auditor of a registrable superannuation entity for a year of income of the entity, must attend an annual members' meeting for the entity relating to that year if the person is given notice of the meeting in accordance with subsections 29P(2) and (3).

Penalty: 50 penalty units.

(4) A person who has been an actuary of a registrable superannuation entity during a year of income of the entity must attend an annual members' meeting for the entity relating to that year if the person is given notice of the meeting in accordance with subsections 29P(2) and (3).

Penalty: 50 penalty units.

(5) Subsections (1), (2), (3) and (4) do not apply to a person if the person has a reasonable excuse for not attending.

(6) Subsection (1) does not apply to a director of an RSE licensee of a registrable superannuation entity, if:

(a) other directors of the entity have attended the meeting; and

(b) the number of directors of the entity who attended the meeting is no less than the number of directors that would constitute a quorum for a meeting of the board of directors of the entity.

29PB Obligation on responsible officers of RSE licensees to answer questions

(1) This section applies if a member of a registrable superannuation entity asks a responsible officer of the RSE licensee for the entity a question at the meeting.

(2) The responsible officer of the RSE licensee must answer the question at the meeting or, if it is not reasonably practicable to do so, within 1 month after the meeting.

Penalty: 50 penalty units.

(3) Subsection (2) does not apply:

(a) if the question is not relevant to:

(i) an action, or failure to act, by the RSE licensee in relation to the registrable superannuation entity or one or more members of the registrable superannuation entity; or

(ii) the registrable superannuation entity; or

(b) if it would be in breach of the governing rules of the registrable superannuation entity, this Act or any other law to answer the question; or

(c) if answering the question would result in detriment to the members of the registrable superannuation entity, taken as a whole; or

(d) in any other circumstances prescribed by the regulations.

29PC Obligation on individual trustees to answer questions

(1) This section applies if a member of a registrable superannuation entity asks an individual trustee for the entity a question at an annual members' meeting for the entity.

(2) The individual trustee must answer the question at the meeting or, if it is not reasonably practicable to do so, within 1 month after the meeting.

Penalty: 50 penalty units.

(3) Subsection (2) does not apply:

(a) if the question is not relevant to:

(i) an action, or failure to act, by the RSE licensee in relation to the registrable superannuation entity or one or more members of the registrable superannuation entity; or

(ii) the registrable superannuation entity; or

(b) if it would be in breach of the governing rules of the registrable superannuation entity, this Act or any other law to answer the question; or

(c) if answering the question would result in detriment to the members of the registrable superannuation entity, taken as a whole; or

(d) in any other circumstances prescribed by the regulations.

29PD Obligation on auditor to answer questions

(1) This section applies if a member of a registrable superannuation entity asks a person who has been an auditor of the registrable superannuation entity for a year of income of the entity a question at an annual members' meeting for the entity for the year.

(2) The auditor must answer the question at the meeting or, if it is not reasonably practicable to do so, within 1 month after the meeting.

Penalty: 50 penalty units.

(3) Subsection (2) does not apply:

(a) if the question is not relevant to:

(i) an action, or failure to act, by the RSE licensee in relation to the registrable superannuation entity or one or more members of the registrable superannuation entity; or

(ii) the registrable superannuation entity; or

(iii) an audit of the registrable superannuation entity carried out by the auditor; or

(iv) any matter that might reasonably be expected to be apparent to the auditor of the entity in relation to the entity; or

(b) if it would be in breach of the governing rules of the registrable superannuation entity, this Act or any other law to answer the question; or

(c) if answering the question would result in detriment to the members of the registrable superannuation entity, taken as a whole; or

(d) in any other circumstances prescribed by the regulations.

29PE Obligation on actuary to answer questions

(1) This section applies if a member of a registrable superannuation entity asks a person who has been an actuary of the registrable superannuation entity during a year of income of the entity a question at an annual members' meeting for the entity for the year.

(2) The actuary must answer the question at the meeting or, if it is not reasonably practicable to do so, within 1 month after the meeting.

Penalty: 50 penalty units.

(3) Subsection (2) does not apply:

(a) if the question is not relevant to:

(i) an action, or failure to act, by the RSE licensee in relation to the registrable superannuation entity or one or more members of the registrable superannuation entity; or

(ii) the registrable superannuation entity; or

(iii) an actuarial investigation of the registrable superannuation entity carried out by the actuary; or

(iv) any matter that might reasonably be expected to be apparent to the actuary of the entity in relation to the entity; or

(b) if it would be in breach of the governing rules of the registrable superannuation entity, this Act or any other law to answer the question; or

(c) if answering the question would result in detriment to the members of the registrable superannuation entity, taken as a whole; or

(d) in any other circumstances prescribed by the regulations.

Subdivision B - Other obligations in relation to information