The Board of 91热爆 Pension Scheme Ltd (the Board) has established a Governance Committee to consider the systems and processes concerned with management of the 91热爆 Pension Scheme (the Scheme).
Responsibilities
The principal responsibilities of the Committee are to:
- Review the effectiveness of the Scheme's governance by reference to applicable law and regulatory requirements, the guidelines set out by the Pensions Regulator and industry best practice. In particular, but not exclusively, it addresses:
- governance aspects of the Trust Deed & Rules and Articles of Association;
- implications of impending legislation or regulations;
- the Scheme's committee structure, membership, terms of reference, role specifications and appointment processes;
- conflicts of interest;
- the framework of delegated Board powers;
- indemnity and insurance cover for Trustee directors and independent members of the Investment Committee; and
- internal dispute resolution procedure.
- in light of the Scheme's experience and developments in pension scheme governance, recommend to the Board such changes as are considered appropriate;
- periodically initiate an assessment of the Board's effectiveness and monitor follow-up action;
- take ownership of the relationship with the Pension Executive as service provider to the Trustee and periodically review contractual arrangements and the service level agreement(s) and to receive a compliance statement in respect of the Administration Agreement and Services Schedule;
- set the remuneration policy for the Trustees and third-party members of their committees;
- recommend to the Board the fees for remunerated Trustee directors and third-party members of Trustee committees. No individual shall be involved in any decisions as to their own remuneration; and
- approve the remuneration for members of the Pensions Executive and Pensions staff in line with the conditions set out in the Appendix.
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 appropriate professional advice. It is authorised to appoint specialist governance advisers and to commit the Scheme to such expenditure as is justified by the execution of its responsibilities within any budgetary constraints set by the Board.
- The Committee may engage in discussions with the 91热爆 about aspects of governance that directly affect the sponsoring employer.
Composition
- The Committee comprises the Chair of the Board plus two other Trustee directors who are appointed by the Board. One is a 91热爆 Trustee director and one is a Member Trustee director or the Pensioner Trustee director;
- The Chair of the Board chairs the Governance Committee unless they nominate another Trustee director instead.
- The Secretary of 91热爆 Pension Trust Ltd is the secretary unless the Chair of the Committee decides otherwise.
Meetings
Frequency: The Committee meets annually 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: All three members must 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 of the Chair, through the Scheme Secretary, all Trustees may attend any meeting of the Governance 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. When the Executive, in consultation with the Committee Chair. considers that a decision needs to be taken urgently and arranging a meeting of the Committee is not possible, a decision may be taken by the Committee without a meeting being called, by circulating a paper electronically to all members of the Committee and seeking agreement within a set timeframe. When this happens, all three members must respond and there must be unanimous agreement 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 to all Trustee directors on request, except where in the opinion of the Chair this would be inappropriate, e.g. where they contain 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 and put to the Committee for approval. Approved minutes are signed by the Chair of the Committee and kept as a permanent record.
Reporting
The Chair reports annually to the Board and at such other times as circumstances dictate. The annual report covers, but is not restricted to:
- the extent to which the Board has complied with its governance statement;
- the effectiveness of the Board, committee structure and decision making processes;
- whether composition of the Board or its overall knowledge and understanding impacts on its ability to meet its governance responsibilities;
- recent activities of the Committee; and
- recommendations for change.
Appendix - Decisions on remuneration for Pensions Executive and Pensions staff
The Administration Agreement between the 91热爆 and the Trustees contains the following provisions:
The 91热爆 will use best endeavours to ensure that:
- there are sufficient staff at all times during the term of this Agreement to act as the Pensions Staff and the Pensions Executive.
- any recruitment, disciplining or termination of employment (for whatever reason) of any of the Pensions Staff or the Pensions Executive is conducted in accordance with the 91热爆's recruitment, employment and exit processes and with the assistance of the 91热爆's human resources staff.
The 91热爆 will use best endeavours to ensure that the remuneration of the Pensions Staff and the Pensions Executive adhere to the 91热爆's pay principles and also fall within 91热爆 pay and grading guidelines, taking into account the Trustees' expectation that the remuneration of the Pensions Executive and Pensions Staff should maintain parity with levels of pay for equivalent positions in the UK pension industry.
In any case or cases where the Chief Executive Officer on behalf of the Trustees proposes that the remuneration (excluding any payments in relation to termination of employment for whatever reason) of a member of Pensions Staff or of the Pensions Executive should fall outside the 91热爆's pay and grading guidelines or would require additional approval under any 91热爆 remuneration policy, the level of remuneration will be decided by the Trustees acting through the Trustee's Governance Committee."
The 91热爆 authorises the Chief Executive Officer (or equivalent) to act on its behalf to ensure compliance with these obligations. Therefore, the Chief Executive Officer is responsible for monitoring and approving changes to headcount. Remuneration for the Pensions Executive and Pensions staff will normally be set by the Chief Executive Officer, in liaison with 91热爆 HR and following 91热爆 pay and grading policies.
The Chief Executive Officer will refer to the Governance Committee for approval of:
- Remuneration which falls outside 91热爆 pay and grading policies
- Remuneration for the Investment team
- Remuneration for Senior Leaders as referred to the Governance Committee by the Chair of the Board and/or Chair of the Investment Committee
- Remuneration proposals for members of the Pensions Executive which, under 91热爆 pay and grading policies, are discretionary decisions by their line manager
- Remuneration proposals for any member of the Pensions Staff which, under 91热爆 pay and grading policies, are discretionary decisions by their line manager and would result in them earning a full-time equivalent salary of £100,000 or more
- Any other payment, allowance or benefit arrangement that is not due: (a) by local laws; (b) under the employee's employment contract; and/or (c) by 91热爆 policy