AMP crisis puts "independence" of corporate super trustees to the test
While AMP's governance crisis is focusing public attention on whether group chair Catherine Brenner should pull up stumps, it is also turning the spotlight on the company's superannuation trustee arrangements.AMP's group general counsel Brian Salter continues as a director of two superannuation trustee companies despite taking leave last week from executive duties with the embattled financial services group.Salter remains on the boards of AMP Superannuation Limited and N.M. Superannuation Pty Ltd, which are both trustee companies that require board members to act in the interests of beneficiaries of retirement products marketed by AMP, rather than the shareholders of the company.This could potentially mean that Salter will be required to continue performing his role as a trustee of both companies regardless of whether or not he is actively performing his executive duties as AMP's group general counsel.AMP announced in a filing to the ASX last week that Salter had "agreed to take leave" while a review into matters raised by the Hayne Royal Commission was conducted by a committee chaired by acting group CEO Mike Wilkins.Evidence given to commission last week indicates Salter reworked parts of the report and communicated his concerns about the original wording in emails to the author - Nick Mavrakis of Clayton Utz.The edited text was later delivered to the Australian Securities and Investments Commission as an "independent report" in what is alleged to have been an attempt to mislead the regulator.The public backlash against AMP has fuelled allegations that the company tampered with the report's findings.ASIC says it is investigating the matter.It is not clear how long Salter will remain "on leave", but he continues as a director of six AMP-owned companies, including the two trustee arms.The AMP group board is responsible for making appointments to the two superannuation trustee boards after taking advice from its nominations committee.However, the responsibility for making decisions about removing directors from the trustee companies lies solely with the directors of the subsidiary boards, not the AMP group board.Disclosures on the AMP website confirm this separation of the powers to hire and fire between the boards of the group and the trustee companies."A Director or Responsible Person will be immediately removed from office where they become a disqualified person or are for any reason considered by the ASL Board to be no longer fit and proper under the relevant laws and requirements of APRA and ASIC."Removal from office is subject to ASL complying with ASL's Constitution and the requirements of the Corporations Act."AMP Superannuation Limited and N.M. Superannuation have identical boards. Former Coles and Axa Asia Pacific chairman Rick Allert presides over both trustee companies.The other non-executive directors are Louise Dudley and Darryl Mackay.Until recently another independent director - Michelle Dolin - also sat on the board, but AMP notified regulators last Friday that Dolin had departed the companies.Mackay is described in the annual report as a "non-executive director", but whether he fits the definition of being an independent board member might be a debatable point.After AMP's acquisition of Axa AP