1. Super Trustee Limited
Policies
a. Identify those directors considered by the applicant to be independent
none
b. Identify the executive directors on the applicant’s board and note those who are resident in
New Zealand
Greg – NZ resident
Mike – not NZ resident
c. Provide a description of the policy and procedures for determining board independence
STL adopts the IoD definition of independent non-exec director stated at page 10 of The Four Pillars
of Governance Best Practice to be:
Independent of management and free from any business or other relationship or circumstance
that could materially interfere with the exercise of a directors independent judgement. For
example, a director would not be independent if they had recently been employed by the
company or have a contractual relationship with the company (other than as a director) or if
they are related to a major shareholder.
d. Provide a summary of its policies in relation to the balance and selection of board members,
including the balance between independent directors and non-independent directors and executive
and non-executive directors
The Institute of Directors in New Zealand Code of Practice of directors’ paragraph 3.7, page 242 of
The Four Pillars of Governance Best Practice regarding the mix of executive and non-executive
directors includes that
The mix of executive and non-executive directors will vary from company to company and
depend on factors such as size and whether the company is listed or unlisted and closely
held or widely held.
In the case of companies listed on the stock exchange and other companies with widely held
securities there should be a majority of non-executive directors and at least two
independent non-executive directors
At present Greg and Mike are to be the executive directors and there are no non exec directors. It is
proposed that Julia remain on the board of trustee.net but not STL. This mix may be called into
question due to STF’s widely held securities and another non-exec or two might be required subject
to FMA requirements and IoD evaluation.
e. Provide a description of the policies and key controls in place in relation to board conflict
management

2. The board adopts the IoD position that conflict on a board is positive. Different points of view are
welcome as is robust respectful debate. Conflict is not inherently bad and the key is how it is dealt
with.
The board has remained intact and on good terms since incorporation of STL on 1st
January, 2007
and trustee.net.nz ltd on 31 Mar 2003; for over 12 years.
Conflict has arisen due to the lack of direct compensation provided to directors and consequently
the lack of directors’ time given to the project.
This remains an issue but by April 2016 a decision needs to be made as to whether there are growth
prospects or whether the business should be consolidated with another existing scheme.
Consideration needs to be given by all directors to the professional tasks conducted by specific
directors. The appointment of an external administrator has taken much the burden of the admin of
the scheme at a roughly fixed fee leaving the trustee with a margin of profit.
It is proposed that an outside investment expert will be asked to sit with the board as a senior non-
board consultant to assess the investment information and consider whether strategies comply with
policies and objectives.
Reference may be made to the IoD sample board charter See Appendix A and the Code of Practice
for Directors; See Appendix B.
Ultimately the board intends to have a chair to whom conflicts may be referred.
f. Provide a description of the applicant’s policy on how board performance and the
performance of individual directors are assessed and kept under review
The IoD 4 Pillars guide page 157 defines evaluation:
- The ongoing process of reviewing the performance of the board as a whole,
- The ongoing process of reviewing the performance of the individual directors who
comprise the board, including the board chair and committee chairs
In redressing weaknesses identified in evaluations, directors will be adding value to the company.
Evaluations can be formal or formal, simple or comprehensive, unstructured or highly structured,
verbal or written.
Evaluation should consider functions and objectives of the board and whether they are being
achieved. Whether there is room for improvement in boards admin and operations arrangements.
The board should allocate time to discuss and seek 360 degree feedback from stakeholders.
The chair’s and the remuneration committee’s role should include evaluation of individual board
members. In the course of preparing for the licensing application external evaluation expertise will
most likely be called upon.

3. The IoD has an online evaluation tool Better Boards. MR has requested that this tool be made
available to STL.
In the meantime, Mike and Greg are regulated professionals and as such are required to complete
minimum annual professional CPD training.
g. Identify the nature, composition, powers, functions and structure of the board
committees
Nature
The board has a mix of senior and leading accountants with tax and private client investment
experience and a legally qualified tax and trusts specialist with experience in UK pensions.
Composition
Half are senior and leading accountants and half are MR and JMcK so it’s possible that a deadlock
could occur but the rule is that trustees may not delegate decision making and must be unanimous
unless the deed of trust requires otherwise and this rule has been applied as a policy of decision-
making.
Powers
Are delegated to board members according to the board charter, committee charters and monthly
committee papers including written resolutions
Functions
- investment
- audit
- compliance
- remuneration
Structure
Trustee.net.nz ltd has the four directors Bruce, Julia, Greg & Mike and Greg is the AML officer for
trustee.net as reporting entity
STL has two part time executive directors Greg & Mike
A suitable non-exec Chairman must be appointed
STL has an audit committee of Greg and Randolph
STL might constitute an investment committee
STL has to constitute a remuneration committee
See IoD Sample

4. letter of appointment of non-exec director, Appendix, C,
terms of reference of Audit Committee, Appendix D, and
terms of reference of remuneration Committee, Appendix E,
h. Provide a summary of the applicant’s policy for the engagement of external auditors and a
brief description of the functions of the applicant’s business that are externally audited. If
external auditors are not engaged, the reasons for this should be provided
STL as trustee is not itself audited. The audit of superannuation schemes is a specialist role. There
are limited small or medium sized firms offering his service.
This leaves the big 4 firms and the recommendation of the quality of the service being performed by
the current auditor, the likely fee to be charged, whether the fee might increase if any complication
is struck during the audit and whether increased audit fees passed on to members considering the
additional benefit such costs relate to are in members best interests.
i. Provide a brief description of the applicant’s succession plans, disaster recovery plans and
risk management policies
MR maintains several file backups. Astus has accounts on Xero and they are backed up.
j. Provide an organisational chart showing the position of the trustee or statutory supervisor
business in the overall business framework
- see organisational chart diagram Appendix F,
k. Describe how the trustee or statutory supervisor business is separated and maintains
operational independence from any other business operated by the applicant.
- STL has no other business than to be trustee of STF,
- STF has an independent administrator,
- FC will be appointed scheme manager,
- the files related to STF members are kept within STF sub folders by directors of STL in computers
used in their professional practices,
- if STL is approached by another scheme manager to act as its trustee, it will appoint a different
administrator in Astus in a different capacity and a different manager will be behind it.