Background

On 2 July 2025, the Australian Prudential Regulation Authority (APRA) announced that it had received the final independent expert report on BUSS (Queensland) Pty Ltd, the trustee for The Building Unions Superannuation Scheme (Queensland) (BUSSQ). BUSSQ has over the past four years experienced some disruption with director resignations in 2022, and more recently with the Construction, Forestry and Maritime Employees Union (CFMEU) as a nominating shareholder making director replacements. As required by additional APRA conditions imposed on BUSSQ’s RSE Licence, KPMG were engaged to conduct an Independent Review which considered the fit and proper nature of directors and officers, and whether certain expenditure connected with the CFMEU was made for the sound and prudent business operations of BUSSQ having regard to the best financial interests duty (BFID).

Key observations and findings

Fit and Proper: In relation to the ‘Fit and Proper’ criteria, KPMG were comfortable with the adequacy of the BUSSQ fit and proper policies and procedures.. KPMG also concluded that BUSSQ’s current directors and officers were fit and proper when they were last assessed by BUSSQ and remained fit and proper as at the date of the review.

Expenditure Decisions: KPMG observed that in respect of sponsorship expenditure decisions, BUSSQ followed its own procedures, achieved the stated purpose of sponsorship expenditure, satisfied the metrics and demonstrated the expected stated benefits as set out in the business cases and instituted triggers for monitoring outcomes. That said, KPMG noted that BUSSQ could do more to document the provision of fair value by articulating the costs of comparable arrangements. KPMG observed that, in respect of the in-scope CFMEU arrears collection expenditure decisions and the in-scope CFMEU director fee decisions, they were made for the sound and prudent management of BUSSQ’s business operations.

Recommendations/ Further enhancements

In relation to Expenditure Decisions, KPMG recommended BUSSQ address various deficiencies identified in the review, for example:

  • Updating relevant conflicts registers with detailed actions for managing conflicts (e.g. arising from the CFMEU and other similar arrangements).
  • Developing a BFID framework with overarching guidelines for BFID considerations in expenditure decisions.
  • Including conflicts and BFID considerations in Board and Board Committee paper templates and recording more detail in Board minutes focusing on the core rationale for the Board’s decision, across all expenditure types.
  • Enhancing the BFID analysis and the assessment of conflicts and the controls necessary for managing conflicts in relation to expenditure decisions for arrangements with the CFMEU
  • Enhancing reporting to the relevant Board Committees for greater oversight and undertake regular reviews to assess whether particular expenditure, including arrangements with the CFMEU, are achieving their intended purpose.

KPMG also suggested various enhancements, including:

  • Implementing a more formal process to document a record of the completion of the Fit and Proper Assessment for Executive Responsible Persons.
  • Enhancing the Competency Self-Assessment rating guidance to be more specific.
  • Including compulsory minimum training requirements for Directors.
  • Incorporating Financial Accountability Regime statements in the Fit and Proper process.
  • Including more detail in Board minutes in relation to the consideration of recommendations to the Board for the potential Director.

Next steps

BUSS has stated that it will publish an uplift plan soon, which will address further improvements in its processes, practices and documentation.

How we can help

APRA’s action in imposing additional Licence conditions on BUSSQ makes it clear that where APRA has concerns about an RSE licensee’s processes, such as fit and proper processes and expenditure decisions, it will not hesitate to intervene. We are uniquely well-placed to assist RSE licensees with reviewing their relevant processes by providing expertise in areas such as governance, risk management and compliance with regulatory requirements including BFID, SPS 520 and SPS 515. Additionally, we can offer support in developing and implementing robust fit and proper and expenditure policies and procedures, as well as conducting independent reviews to identify potential weaknesses and areas for improvement.