The Board of 91热爆 Pension Trust Ltd (the Board) has established a Finance and General Purposes Committee with delegated authority to implement and keep under review the Board’s policies in respect of all aspects of the 91热爆 Pension Scheme’s (the Scheme) financial management, internal controls and administration.
Responsibilities
The principal responsibilities of the Committee are to:
a) Finance
- oversee the income and expenditure of the Scheme and address any issues of concern, e.g. cash management or borrowing;
- oversee the Scheme’s budgetary process, scrutinise budget proposals from Head of Finance and recommend an annual budget to the Board;
- review tax-related issues and either resolve them, in partnership with the Investment Committee where appropriate, or make recommendations to the Board if the consequences are material to the Scheme;
- monitor legal claims relating to the Scheme’s holdings in quoted securities;
- review annually, or when circumstances require, the Scheme’s system of financial authorities and authorised signatories, and recommend to the Board any changes considered necessary; and
- assess whether the Scheme’s financial controls, both internal and external, are appropriate and effective and initiate any changes considered necessary.
b) Audit
- annually recommend to the Board the re-appointment and remuneration of the Scheme Auditor;
- annually review the need for internal audit;
- agree all internal audit plans and, other than for the Scheme Auditor, the associated fees in advance of the work being undertaken;
- receive and review audit reports and management letters, and oversee implementation of any agreed recommendations; and
- evaluate the effectiveness of all audits.
c) Risk
- Review the Committee’s risk register, identifying new risks and/or changes in the rating of existing risks;
- Review annually the risks on the Board’s risk register that relate to the Committee’s terms of reference, and recommend to the Board such changes to the Board’s risk register as are considered necessary;
- oversee implementation of any remedial action agreed;
- ensure that financial management risks are identified and adequately controlled to best practice levels;
- ensure that administration risks are identified and adequately controlled to best practice levels; and
- monitor the effectiveness of the Committee’s risk management programme and initiate any remedial action considered necessary.
d) Benefits
- agree changes to benefits procedures (e.g. actuarial factors or transfer value calculations) consistent with existing policy, and recommend to the Board any changes to benefit procedure policy;
- authorise changes to benefits calculation procedures, subject to receipt of actuarial and/or legal advice as appropriate, provided that the change is consistent with existing policy, and recommend to the Board benefits calculation changes requiring a change in policy;
- review annually, or when circumstances require, the powers delegated to the administrator and recommend to the Board any changes considered necessary;
- monitor the discretions exercised by the administrator;
- determine how discretions are to be exercised in complex cases referred to the Committee by the CEO; and
- monitor appropriateness and suitability of AVC arrangements and approve any changes to them, having taken advice from the AVC consultant and received input about investment options and performance from the Investment Committee[1].
e) Benefits Administration
- recommend to the Board appointment or removal of the administrator.
f) Professional Advisers and Service Providers
- approve the terms of appointment of the auditor and custodian;
- monitor the performance of, and at least once every five years conduct an in-depth review of, the auditor and the custodian and recommend to the Board whether they be retained or changed; and
- appoint, monitor the performance of and remove service providers necessary for the effective administration of the Scheme (e.g. bank, off-site data storage, pension administration software, and business continuity).
g) Value for Money Reviews
- at least every five years, or when circumstances require, implement a benchmarking exercise to measure the value for money provided by the Pensions Executive and Pensions Staff in relation to financial, investment, administration and governance services.
h) Scheme Documentation
- review changes to the Trust Deed and Rules relating to finance and administration, and recommend to the Board any changes;
- approve the timetable for production of the Scheme’s Annual Report & Financial Statements, Summary Reports to members and Summary Funding Statement. Review drafts of the Annual Report and Financial Statements and recommend to the Board versions for publication; and
- develop, implement and periodically review the Board's communications strategy, including style, quality and content.
i) Expenditure
- monitor cost of operational, administrative and financial management services against the agreed budget and hold the Executive to account for any significant variance; and
- authorise expenditure to support the role and responsibilities of the Committee, for work not captured by the planned budget, of up to £100k per project.
j) In-house financial management and administration services
- monitor the delivery of financial management and administration services provided by the Pension Executive and Pension Staff; assess performance against the standards set out in the Services Schedule, taking remedial action when necessary; and
- periodically arrange for a survey of members’ views about the services they receive.
k) Compliance
- monitor the Scheme’s compliance with recognised accounting standards, HMRC requirements, pensions and data protection legislation and regulation and the Scheme’s governance statement, and initiate any remedial action or take any other steps considered necessary; and
- monitor the Scheme’s compliance in respect of benefit administration as required under the Trust Deed and Rules, pensions and data protection legislation and regulation and the Scheme’s governance statement, and initiate any remedial action or take any other steps considered necessary.
l) Performance
- review annually the Committee’s performance and its terms of reference, report the outcome to the Board and seek approval for any changes considered necessary.
m) Business Plan
- maintain a three-year rolling business plan.
Authorities and Restrictions
- In pursuit of its responsibilities outlined in these Terms of Reference, and in undertaking any other duty as requested by the Board, the Committee is authorised to exercise relevant Board powers.
- The Committee is expected to take advice as required and is authorised to incur expenditure with professional advisers as is justified by the execution of its responsibilities, within budgetary constraints set by the Board.
Composition
- The Committee comprises four Trustees who are appointed by the Board. Of the four Trustees, at least one must be a 91热爆 Trustee and at least two must be Member Trustees or a Member Trustee and the Pensioner Trustee.
- The Board nominates one member of the Committee to be the Chair. The Committee nominates a Deputy Chair.
- The Secretary of 91热爆 Pension Trust Ltd is the secretary, unless the Chair of the Committee determines otherwise.
Meetings
- Frequency: The Committee meets four times a year 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 three members is required to be present. Members unable to attend in person may join a meeting by telephone or video link and be counted as present.
- Attendance: By prior agreement with the Chair, through the Scheme Secretary, all Trustees may attend any meeting of the Committee in a non-voting capacity.
- Decisions: At meetings, the Committee may reach decisions only by the unanimous vote of those present and eligible to vote. Failing this the issue must be referred to the Board. Where the Executive considers that a decision needs to be taken urgently and arranging a Committee meeting is not possible, a decision may be taken by the Committee without a meeting being called, by circulating a paper to all Committee members and seeking agreement within a set time frame. When this happens, at least the number of members required to form a quorum 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 Committee explaining the circumstances and the decision.
- Papers: Papers are distributed to members at least one week in advance of any meeting (unless a shorter period is agreed by the Chair) and made available on request to all Trustees, unless the Chair determines that this would be inappropriate, e.g. with regard to personal data, or where a conflict of interest arises.
- Minutes: Draft minutes are forwarded to the Chair for agreement within ten working days and thereafter circulated to Committee members. Minutes are put to the Committee (where practicable, at the next meeting) for approval. Approved minutes are signed by the Chair of the Committee and kept as a permanent record.
Reporting
The Chair presents to the next available Board following each Committee meeting a report, one of which is an annual report. These reports cover but are not restricted to:
- Scheme income and expenditure against budget;
- adequacy of the Scheme’s financial controls;
- audits and an evaluation of their effectiveness;
- ‘Value for Money’ reviews undertaken and recommended action;
- Operational risk management and any related recommendations for amending the Scheme risk register;
- benefit changes;
- benefits communications;
- performance of the in-house financial management service, in-house administration service and service providers;
- issues requiring Board approval;
- rolling reviews and annual events;
- compliance failures;
- notifiable events; and
- other issues for the Board’s attention
as part of the annual report:
- assessment of the Committee’s performance and any recommended changes to the terms of reference;
- benefits communications planned for the next twelve months;
- annual budget;
- assessment of the financial efficiency of the Scheme;
- the range and standard of in-house financial management and administration services required and any changes needed;
- a review of the powers delegated to the administrator, financial authorities and authorised signatories and a recommendation for any changes needed; and
- the Committee’s three-year rolling business plan and its priorities for the next twelve months
[1] The Investment Committee is responsible for monitoring AVC fund performance and reviewing investment options, taking advice from the AVC investment consultant. The results of the Investment Committee’s work are provided to the Finance and General Purposes Committee to support it in monitoring the overall appropriateness and suitability of AVC arrangements and approving any changes to them.