What are the rules around holding annual meetings for super fund members?

In Plain English

Super funds generally need to hold yearly meetings for their members. The people in charge of the fund (the RSE licensee) need to send out a notice to all members, certain officers, auditors, and actuaries, telling them when and where the meeting will be. The notice has to include things like the agenda, links to important reports, and other information that the rules say should be included.

The meeting has to happen within 3 months after the notice is sent out. At the meeting, members get a chance to ask questions about the fund, how it's being run, and the reports that were sent out with the notice. The fund needs to keep minutes of the meeting, including the answers to the questions asked, and make those minutes available on their website.

However, some smaller funds (generally those with less than 7 members), certain deposit funds, pooled superannuation trusts and eligible rollover funds don't have to hold these meetings. If the RSE licensee doesn't follow these rules, they could face a penalty. Certain people like directors, trustees, auditors, and actuaries are required to attend the meeting, unless they have a good reason not to.

Detailed Explanation

The Superannuation Industry (Supervision) Act 1993 outlines the requirements for holding annual members' meetings for registrable superannuation entities (RSEs).

Obligation to Hold Meetings:

Notice Requirements (Section 29P(2) and (3)):

  • The RSE licensee must give notice of the annual members’ meeting to:
    • All members of the RSE.
    • If the RSE licensee is a body corporate, all responsible officers of the body corporate.
    • The RSE auditor of the RSE.
    • Any person who has been an actuary of the RSE during the year of income.
  • The notice must include:
    • The date, time, and place of the meeting (or the main location if there are multiple physical locations).
    • If virtual meeting technology is to be used, sufficient information to allow persons to participate in the meeting by means of the technology.
    • The agenda of matters to be discussed.
    • Links to the financial report, directors’ report, and auditor’s report on the financial report, if these reports are publicly available on the RSE's website.
    • Any other information prescribed by regulations.
  • The notice must be given no later than 6 months after the end of the year of income of the entity and at least 21 days before the meeting.
  • Superannuation Industry (Supervision) Regulations 1994 regulation 2.10 specifies additional information to be included with the notice, such as a short-form summary, summaries of significant event notices, details of remuneration, copies of determinations made under paragraph 52(9)(a) of the Act, periodic statements, and fund information.
  • Superannuation Industry (Supervision) Regulations 1994 regulation 2.11 outlines how the notice is to be given, including making it publicly available on the entity's website and providing it to individuals in writing or in the manner required under paragraph 1017DA(1)(a) of the Corporations Act 2001.

Timing and Conduct of Meeting (Section 29P(4) and (5)):

  • The meeting must be held within 3 months after the notice is given.
  • The RSE licensee must give members reasonable opportunities to ask questions about the RSE, the RSE licensee and its responsible officers or individual trustees, any audit or actuarial investigation, and any information included with the notice.

Minutes of Meeting (Section 29P(6)):

  • The RSE licensee must ensure that minutes of the annual members’ meeting are prepared.
  • The minutes must include the answers to any questions asked at the meeting that a person is obliged to answer under sections 29PB, 29PC, 29PD or 29PE of the Superannuation Industry (Supervision) Act 1993.
  • The minutes must be made available to all members on the RSE’s website.

Offences and Penalties (Section 29P(8)):

  • An RSE licensee that contravenes subsections (1), (2), (3), (4), (5), or (6) commits an offence.
  • The penalty for contravention is 50 penalty units.

Obligation to Attend (Section 29PA):

  • If the RSE licensee is a body corporate, the Chair of the board of directors, a director, or an executive officer must attend the meeting.
  • A member of a group of individual trustees that is an RSE licensee must attend the meeting.
  • A person who has been an auditor or actuary of the RSE for the relevant year of income must attend the meeting if given notice.
  • These attendance requirements do not apply if the person has a reasonable excuse for not attending.
  • Section 29PA(6) provides an exemption for directors of corporate RSE licensees if other directors have attended and the number of directors who attended constitutes a quorum for a board meeting.