APRA rebuffs calls to exempt super directors

Mike Taylor

Managing Editor and Publisher

25 May 2026

The Australian Prudential Regulation Authority (APRA) has delivered superannuation funds a reduction in regulatory costs by excluding company secretaries and other management personnel from the change of ownership and control rules, but not directors.

The regulator has baulked at suggestions by the retail superannuation lobby, via the Financial Services Council (FSC) to extend the exemption to the directors of superannuation funds.

The Law Council of Australia similarly called for an extension of the exemption to directors.

The Law Council’s Legal Practice Section committee’s response stated: “The Committee cannot see a reason for such an exclusion and recommends that APRA either consider extending the class exemption to directors of the relevant companies or provide commentary, as part of the release of the final class exemption, in relation to its reasons for not extending the relief to directors”.

The FSC used its submission responding to the APRA consultation to argue that the proposed relief is too narrow and said super fund directors  “frequently hold only de minimis shareholdings yet are nonetheless captured by the associate deeming provisions, which technically treat them as controllers despite having no genuine capacity to influence the RSER licensee through their shareholding”.

“Excluding directors from the exemption leaves a significant cohort still subject to inadvertent technical breaches and undermines the core policy intent of the class exemption; to reduce unnecessary compliance burden where control arises solely through deemed association with an already-approved entity under s29HD of the SIS Act,” it said.

APRA used a letter to superannuation funds to acknowledge that some submissions had proposed further broadening the class exemption, for example, by extending it to directors but made clear it was not to be moved.

“APRA does not support extending the exemption further, given the significance and intent of the change of ownership and control provisions in the SIS Act,” it said.

“The class exemption aligns with the intent of the ownership and control provisions, while reducing regulatory burden on industry. In practice, the impact of the class exemption is expected to lead to a significant reduction in the number of management employees and company secretaries who are required to apply to APRA to hold a controlling stake in an RSE licensee,” the APRA letter said.