Responsibilities
The principal responsibilities of the Board are to:
Generic Management and Governance activities
- establish the management framework by which Scheme governance is exercised;
- decide whether any Trustee Directors are conflicted and, if so, how those conflicts are to be managed and convene as a Committee of Directors, if necessary;
- maintain a strategic business plan and forward agenda;
- delegate specific responsibilities (restricted as appropriate) to committees:
- establish terms of reference;
- appoint and remove members, set performance objectives and review performance; and
- receive regular reports and annual 'in depth' reviews from committees;
- approve annual budgets and set budgetary parameters;
- receive the audit report and approve the Annual Report and Financial Statements
Funding activities
- decide the Scheme's high level funding objective;
- maintain regular dialogue with the 91热爆 over funding;
- take advice from independent covenant advisers on the covenant offered by the 91热爆;
- take advice from the Scheme actuary on and agree the basis for triennial funding valuations and potential funding plans;
- agree the valuation assumptions and funding plan with the 91热爆 including a recovery plan when necessary;
- agree the Schedule of Contributions;
- maintain a Statement of Funding Principles and Scheme Financial Management Plan, and agree the basis for interim valuation reports; and
- maintain continuous oversight of the agreed funding plan.
Investment activities
- consult with the 91热爆 regarding investment policy;
- with advice from the strategic investment consultant, assess recommendations from the Investment Committee and decide the strategic objective and the investment policy (return target and risk parameters);
- approve the Statement of Investment Principles and Investment Beliefs, Responsible Investment Policy and Climate-Related Financial Disclosures (TCFD) report;
- receive and review regular reports to assess whether the Investment Committee is achieving the Board's strategic investment objective; and
- delegate all other investment powers to the Investment Committee along with the power to sub-delegate powers to facilitate implementation of investment strategy and operational efficiency.
Risk Management Activities
- review risk register annually;
- establish risk management policies and practices; and
- delegate powers and responsibilities for the management and oversight of risk management policy to the Finance and General Purposes Committee (FGPC).
Communications Activities
- approve the Scheme's communications strategy;
- delegate all benefits communications to the FGPC;
- delegate the planning and drafting of governance reporting and communications to the FGPC and Governance Committee, but retain sign off on the Annual Report & Financial Statements and Governance Statement.
Benefits Administration Activities
- decide the strategic administration objective (e.g. quality of service to be provided);
- retain overall responsibility for pension administration but delegate the responsibility for the oversight and management of the administrators to the FGPC; and
- determine major amendments to benefits e.g. amendments that require changes to the rules or otherwise represent a material shift in policy.
Professional Advisers and key service providers
- appoint, review and remove all key professional advisers:
- actuary;solicitor;
- auditor;strategic investment consultant;
- covenant advisers; and
- custodian
- approve the terms of appointment of the solicitor, actuary and covenant adviser;
- at least once every five years conduct an in-depth review of the solicitor, actuary and covenant adviser;
- appoint and remove the administrators and other key service providers;
- approve the appointment of the Chief Executive Officer, Director Pension Investments and Secretary of 91热爆 Pension Trust Limited; and
- contribute to performance management of advisers and the Executive.
Composition
- The Board comprises eleven Trustee directors. Three are Independent Trustee directors, four are 91热爆 Trustee directors, three are Member Trustee directors and one is a Pensioner Trustee director.
- The Trustee directors appoint the Chair of the Board with the approval of the 91热爆. The Board appoints a Senior Director to act as deputy chair.
- The Secretary of 91热爆 Pension Trust Ltd is the secretary.
Meetings
Frequency: The Board meets quarterly and at such other times as the Chair decides is necessary. Wherever possible, at least seven days' notice will be given of any non-scheduled meeting.
Format: Meetings may be conducted in person, over the telephone or via a video link, as decided by the Chair.
Quorum: A minimum of six Trustee directors is required to be present, of whom at least one must be an independent Trustee director, at least one must be a 91热爆 Trustee director and at least one must be a Member Trustee director or the Pensioner Trustee director. Trustee directors unable to attend in person may join a meeting by telephone or video link and be counted as present.
Decisions: Any question arising at a meeting will be decided by vote. In the case of an equality of votes the chair of the meeting will have a second or casting vote. When the Executive, in consultation with the Chair, considers that a decision needs to be taken urgently, and arranging a meeting is not possible, a decision may be taken without a meeting being called by circulating a paper to all Trustee directors and seeking agreement within a set time frame. When this happens, at least the number of members required to form a quorum for a meeting must respond, and there must be unanimous agreement amongst those who respond, before the decision is approved. When a decision is made in this way, a written report must be provided to the next meeting of the Board explaining the circumstances and the decision.
Papers: Papers are distributed to Trustee directors at least one week in advance of any meeting (unless a shorter period is agreed by the Chair).
Minutes: Draft minutes are forwarded to the Chair for agreement within ten working days and thereafter circulated to Trustee directors. Minutes are put to the Board (where practicable, at the next meeting) for approval. Approved minutes are signed by the Chair and kept as a permanent record.