| 1.1 |
Suggested standard layout of minutes |
The (name) Retirement Benefits Scheme
Minutes of the meeting of the trustees held at (address) on (date)
commencing (time)
| Present: |
(name) |
chairman |
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(name) |
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(name) |
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| Absent: |
(name) |
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| In attendance: |
(name) |
secretary to the trustees |
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| Visitors for minute [No.] |
(name) |
investment department |
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(name) |
manager and custodian |
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Minute No.
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Subject heading
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Action
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With such layout, there is a clear record to show (i) who was in attendance (ii) whether the quorum was met (iii) who was unable to make the meeting and (iv) who was there to vote. Persons not in attendance would not normally vote but, if there is power in the scheme, it may be possible for an absent trustee to authorise an attending colleague trustee to vote at the meeting on the absent trustee’s behalf, i.e. voting by proxy.
Appendices are a means of keeping necessary detail out of minutes, for example for summarising results of an actuarial valuation or reporting a presentation from an investment manager or other visitor. An appendix could also be a copy letter or any other evidence relevant to, or required by, the minute. But it might be physically difficult (or impracticable) to incorporate a full report or bound document, such as a valuation report or set of rules, in an appendix because such documents do not always fit readily into minute books. In these cases the minute would refer to the document as ‘filed with the minutes’.
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1.1
[Note] |
Apart from good practice, the Pensions Act 1995 requires trustees to keep records of their meetings in accordance with regulations. By the Occupational Pension Schemes (Scheme Administration) Regulations 1996, SI 1996/1715, reg 13, the records must be in writing and state:
(a) the date, start and end times and place of the meeting
(b) the names of all the trustees invited to the meeting
(c) the names of the trustees who attended the meetings and those who did not attend
(d) the names of any professional advisers or any other person who attended the meeting
(e) any decisions made at the meeting, and
(f) whether since the previous meeting there has been any occasion when a decision has been made by the trustees and if so the time, place and date of such a decision, and the names of the trustees who participated in the decision.
The requirement to keep minutes does not apply to schemes that are neither registered schemes nor relevant statutory schemes, to occupational pension schemes with fewer than two members or to certain overseas schemes.
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| 1.2 |
Minutes are trust documents
Members and beneficiaries are entitled to see trust documents giving title to benefits (rules, booklets, announcements etc.).
Documents held to be trust documents include agenda and minutes of trustee meetings, actuarial advice and professional advice given to the trustees on their rights and duties but need not include decisions relating to the exercise by a trustee of a discretion (i.e. trust law does not impose an obligation on trustees to disclose their reasons behind any discretionary decision) unless minuted [but see 5.6.2 (Note)].
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1.2
[Note] |
Minutes are not minutes until approved by the trustees. |
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Making minutes available
In one particular case (Allen vs TKM Group) where the member claimed that he was wrongly denied unreduced early retirement pension without reason being given, the Ombudsman’s determination suggested that trustees should, in some circumstances, make their minutes available. The Ombudsman acknowledged that, whilst the trustees had no legal duty to make minutes available, as there was no good reason for withholding the minutes from the member, the trustees' action constituted maladministration. This determination is in line with the Ombudsman's comments about the good practice of giving reasons for decisions. |
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1 Company nomination of chairman – absence of chairman at meetings
The company had nominated (name) as chairman of the trustees. In the absence of the chairman at any future meeting, it was agreed that the trustees present should be empowered to choose another trustee to be chairman of that meeting [providing that trustee was an employer-nominated trustee].
2 Minutes of previous meetings
The minutes of the meeting held on (date) were approved by the trustees and signed by the chairman.
3 Change to draft minute
The minutes of the meeting held on (date) were approved by the trustees and were signed by the chairman with the agreement that the fourth line on the third paragraph of minute (number) be altered to read ‘at the request of the trustees’ rather than ‘at the request of the company’.
4 No decisions since the previous meeting
The secretary reported that no decision had been made or powers had been exercised by the trustees since the previous meeting.
5 Matters arising: mandates and authorities
The trustees' authorities and mandates signed at the last meeting had been issued to the respective managers, together with covering letters.
6 Matters arising: trustees’ report and accounts
The audit of the scheme had been completed successfully with no unresolved issues or outstanding items arising. The trustees’ report and audited financial statements to (date) had been signed on behalf of the trustees by the chairman and (name). The audit report had been signed by the auditors and dated (date).
7 Matters arising: members’ booklet issued
The secretary confirmed that the members' booklet had been printed and issued to employees in accordance with the agreed timetable. Copies had also been issued to the company.
8 Re-appointment of trustees
As a result of the selection procedures, (name) and (name) had both been re-appointed as member-nominated trustees, by deed dated (date).
9 Extension to term of office
It was noted that the terms of office of two trustees, (name) and (name), had been extended by deed for a period of three years to (date). This would enable the next selection procedure, scheduled for the end of (date), to involve all the member-nominated trustees, four years after the previous nomination procedure.
10 Welcome to new trustee
The chairman welcomed (name), whose appointment commenced on (date) to this [his (or) her] first trustee meeting.
11 Welcome to visitor (prospective trustee) to meeting.
The chairman welcomed (name), a visitor on this occasion but scheduled to become a trustee with effect from (date), the previously announced date of the forthcoming retirement of (name).
12 Trustees’ signing limits
Payments from the trustees’ bank account above [£80,000] currently required the authorisation of [three] trustees. Below this level, [two] trustees’ signatures were required.
Monthly contributions passing through the trustees’ bank account now exceeded [£80,000]. It was agreed that the limit requiring [two] signatures should be increased to [£100,000]. For movements above this amount, [three] signatures would continue to be required, one of whom must be a member-nominated trustee.
13 Trustees’ training steering committee
To bring together ideas for a structured training programme, a training steering group comprising three trustees and the secretary had been formed.
14 Training for the newly appointed trustees and Trustee Toolkit
It was agreed that an early start should be made towards training the newly appointed trustees to enable them to feel comfortable in their role. The first of two induction training sessions had been arranged for [date]. Once the initial training stage had been completed, part of the trustees’ normal meeting days would be set aside as routine training sessions. Those trustees who had yet to complete their Trustee Toolkit course were encouraged to do so.
15 Appointment of secretary
(Name) was appointed secretary to the trustees. An outline of the agreed general duties of the secretary can be found in the appendix to these minutes.
16 Trustees’ address for general correspondence
It was agreed that mail intended for the trustees should be addressed to the secretary to the trustees, c/o the company at (address). An announcement to confirm the scheme's new address would be issued to all members and deferred pensioners (where their current address was known) and to all pensioners.
17 Dates for next year’s meetings and meetings plan
Proposed dates for the main meetings in (year) were circulated. It was left to the secretary to co-ordinate diaries and finalise the chosen dates.
(or)
The dates agreed for the other main meetings in (year) were: (date), (date), (date) and (date).
A draft of the trustees' meetings plan was noted.
18 Notice period for additional meetings
Additional meetings would be arranged when necessary at (except on emergency) not less than [ten working days’] notice.
19 Quorum for meetings
After discussion it was agreed that the quorum (the smallest number of trustees necessary at meetings before business can be conducted) should be set at four trustees of whom at least two should be member-nominated trustees and at least two company-nominated trustees.
20 Notes from the committee meeting held on (date) were circulated to the trustees
The benefits committee had met. Notes arising had been circulated and can be found in Appendix I to these minutes.
21 Appointment of actuary to fill vacancy caused by retirement
Following his retirement from service with (name) Ltd, the resignation of [Name] the scheme’s actuary had been received in writing addressed to the trustees. [He (or) she] had confirmed in [his (or) her] letter that there were no circumstances connected with [his (or) her] resignation which, in [his (or) her] opinion, significantly affected the interests of the members, beneficiaries or similar prospective members.
22 Change to existing terms of appointment of auditor
The scheme’s auditor, (name), had written to say that it wished to update its existing terms of appointment.
The wording of the new terms did not obligate the auditor to inform the trustees ahead of any report to the Regulator. As a courtesy and via a separate letter, the auditor had, however, confirmed that it would inform the trustees of any instances where a report to the Regulator might be under consideration. The only exception to such notice would be the situation in which fraud by a trustee might be suspected. Here the auditor might only communicate with the other trustees or might, under certain circumstances, feel unable to approach any of the trustees.
23 Action prior to appointment of investment manager
The arrangements for appointing the new investment manager had reached the stage where terms were being negotiated based on best market practices as advised by the scheme’s investment adviser.
24 Investment management agreement
Comments received from the trustees had been included in the Investment Management Agreement (IMA) where appropriate. The final version had been circulated and the chairman signed the document for and on behalf of the trustees. The secretary confirmed that the agreement had also been signed, for and on behalf of the company.
25 Approval of the trustees’ annual report and accounts
The (year) report and accounts had been signed by (name) and (name) on behalf of the trustees as authorised, and signed by the auditors dated (date) [or] the trustees approved the content and layout of the trustees’ report and accounts for the year to (date) and authorised the secretary to sign and issue the trustees’ annual Letter of Representation to the auditors in accordance with the draft prepared for the meeting.
26 Annual accounts
The trustees approved the following:
(i) the annual report and accounts for the year ended (date)
(ii) two trustees should sign the accounts for and on behalf of the trustees, the two trustees being the chairman and one member of the audit committee, and
(iii) the chairman to sign the trustees’ annual letter of representation.
During the discussion on the accounts, it was noted the pension costs charged to the scheme amounted to approximately 1% of the fund. It was confirmed that this charge was low when compared to the reported charging rate of other similar schemes.
27 Draft actuarial report
The draft actuarial valuation report had been issued. The actuary was present at the meeting and presented the outcome of the valuation. A summary of his presentation can be found in Appendix I of these minutes.
28 Company’s contributions
With reference to the actuarial valuation, the company had confirmed that the contribution rates for (year) would be in accordance with the actuary’s recommendation, namely [xx]% of members’ pensionable earnings.
29 Effect on placement of assets
In the light of the proposed changes to the company’s trading activities and the funding position revealed by the latest actuarial valuation, the trustees agreed that early consideration should be given to switching a portion of the Fund’s equities (both UK and overseas) into fixed interest investments.
30 Investment strategy
There was a brief discussion on future investment strategy, with particular reference to:
(i) the expected new liability profile of the scheme following the divestment of the company’s paint shop
(ii) the current performance of the fund’s investment manager, and
(iii) the fund’s recent scheme-specific funding valuation, and the draft statement of investment principles drawn up by the scheme’s investment adviser in conjunction with the scheme’s actuary, were adopted.
31 Welcome to visitors (advisers) and alteration of agenda
The chairman welcomed both (name) and (name) to the meeting in their position as advisers to the trustees. Because (name) had to depart by noon it was agreed to bring forward agenda item 3 (members’ booklet).
32 Report from visiting managers
A summary of the presentations given by the visiting managers can be found in Appendices I and II. A supplementary proposal form was signed to confirm the new fee scales. The signatories were [(names) and (dates)].
33 Review of asset allocation
A short paper had been prepared by the scheme’s investment adviser containing recommendations for re-balancing the mix between equities and fixed interest. It was agreed that the paper should be discussed in detail at the trustees’ next meeting.
34 Investment returns
The latest quarter had shown high returns in absolute terms ([xx]%). In comparative terms this appeared to be above average. More information would be circulated as soon as it became available.
35 New benefits introduced – members notified
All in-service members of the scheme had been informed through an announcement issued on [date] of the improvements and changes to benefits being introduced effective on (date). The secretary confirmed that the announcement to members had been issued after the general publication of the board’s statement on pensions.
Explanatory leaflets for each member were being printed and would be ready for distribution at the beginning of (month). Opportunity was being taken to advise existing members that new entrants to the scheme were now required to pay [x]% of pay and to reconfirm that new employees to the company were not obliged to join the scheme. The leaflets also mentioned that members of the scheme could, if they wished, opt out of the scheme whilst remaining in service. Notice board announcements had been issued.
36 Changes to benefits
The benefit improvements (see minute [No.]) were now in place. The main points were:
(i) improved life assurance terms for new entrants
(ii) enhanced early retirement provisions for members over age 60
(iii) improved benefits for dependants on member’s death in retirement.
None of the above changes required immediate change to the scheme’s rules. The Resolution adopted in minute [No.] was sufficient for the time being. The secretary was asked to confirm the proposed timetable for updating the rules.
37 Change to scheme year
The trustees considered changing the start of the scheme year to (date) from (date). This action was not favoured because of the number of consequential changes required, e.g. new accounting and reporting periods. However, to avoid any future confusion regarding pensionable salary, it was agreed that the definition of pensionable salary shown in the members’ booklet and the draft rules should be changed, with the company’s approval, to accommodate employees’ salary increases on 1 January each year.
38 Trustees as beneficiaries
It was confirmed that the trustees who were beneficiaries of the scheme could also benefit from any discretionary pension increase awarded by the trustees under Rule 18 of the rules of the scheme. This was because the Trust Deed of the scheme confirmed that no decision of (or exercises of any power of) the trustees would be invalidated on grounds that the trustees had a direct or indirect interest in the decision or in the exercise of the power.
39 The proposed merger
The company had decided not to proceed with the merger of the (name) and (name) schemes at this stage.
40 Death in service
The papers for this case had been circulated and discussed earlier. The late [name] had died in circumstances that had called for a Coroner’s inquest report which had yet to be issued. The trustees unanimously agreed that, provided the Coroner’s report contained nothing untoward, the lump sum death benefits should be paid to [name] [three brothers], in line with his lump sum death benefits nomination form. The death certificate had confirmed cause of death was accidental.
41 Notifiable Events
This code placed an individual duty on schemes and employers to notify the Pensions Regulator:
(a) ‘scheme-related events’ that would need to be notified by the trustees were noted.
(b) the secretary agreed to write to the secretary of the company to confirm the potential ‘employer-related events’ needing to be notified by employers.
42 PPF Levy
It was confirmed that the company had been investigating ways to reduce the ‘risk’ based premium of the PPF Levy. If a guarantee in a format satisfactory to the PPF were to be given to the trustees by the company it would make a significant difference to the levy payable by the Fund. After discussion, the trustees agreed that a guarantee should be drawn up by the company and submitted to the Regulator.
43 Transfer values
It was unanimously agreed that the trustees should review on an annual basis the scheme’s practices relating to transfer values. The first review would take place as at [date].
44 Statement of Investment Principles
The scheme’s statement had been updated to reflect the provisions of the Pensions Act 2004 (requirement to review no later than every three years). A new section on ‘choosing investments’ had been included along with sections on ‘employer risk’ and ‘expected returns on investments’. The statement was approved subject to detail of the international equity fund being inserted.
45 Member access to pension accounts on-line
The Member Access Guide had been tidied up. Passwords and the guide would now be issued to all in-service members and deferred members.
46 Staff meetings & communication plan
Staff meetings were considered to be ideal for supplementing the communication of the scheme, particularly for telling members about the investment funds available and member access to the new on-line system. The secretary was asked to ensure that the agenda for the trustees’ next meeting included a draft communication plan drawn up in consultation with Human Resources Department.
47 Life styling
A life styling facility (involving moving members’ funds into less volatile investments in the period leading to retirement) was now available through the new system, operating over periods ranging between five and fifteen years. [Name] was asked to report back on how best to offer this facility to members (including on whether the with profits fund should be involved).
48 Misquoted tax-free cash on retirement
Inconsistencies had occurred in quotations issued by the administrator relating to a member’s tax-free cash. [Name] confirmed that the cause of the problems had been human error rather than a system fault. The member had not been financially disadvantaged. The quotations had been issued well in advance of retirement and the mistakes had been spotted in good time. An apology had been issued to the member.
49 Cover against administrative errors
[Name] agreed to write to the trustees to confirm that, if such an error were to occur again resulting in financial harm, the scheme would be fully compensated by [administrator].
50 Trustees’ business plan
An outline of the trustees’ business plan for [year] was circulated. A copy is appended to these minutes.
51 Payment Schedule
The schedule had been updated to show the new basis of annual management charges. The trustees approved and signed the schedule which would now be forwarded for signing on behalf of the company.
52 Internal Dispute Procedures
The procedures had been reviewed and it was agreed that no change was required as the procedures remained appropriate, including the appointment of the nominated complaints officer. The nominated complaints office remained the Company Secretary or such other person appointed from time to time by the trustees and this continued to be acceptable.
53 Trustees’ annual declarations of eligibility to act
All the trustees had completed and signed their annual declaration.
54 Any other business
It was agreed that the date of the trustees’ next meeting should be changed. The secretary would circulate alternative dates. There being no further business the meeting closed at 12.30 p.m.
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