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Appendix I - Specimen Trustees’ Minutes

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
     
  (name)  
     
  (name)  
     
Absent: (name)  
     
In attendance: (name) secretary to the trustees
     
Visitors for minute [No.] (name) investment department
     
  (name) manager and custodian
     

Minute No.

 

Subject heading

 

Action

 

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’.

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.
The Occupational Pension Schemes (Disclosure of Information) Regulations 2013 [see 11.1.11] require trustees to make available certain information to scheme members, beneficiaries and certain third parties including prospective members and beneficiaries. However, the information does not include minutes of trustees’ meetings and related documents.

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)].

 

1.2
[Note]
Minutes are not minutes until approved by the trustees. [See also 5.6.2 (Note)]

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, provide reasons for their decisions to those with a legitimate interest in the matter and provide copies of the material they considered in reaching their decision. 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.

Trustees should therefore draft minutes on the basis that they may have to be disclosed: they should (a) list the factors taken into account and (b) briefly summarise the advice received and record the decision. If faced with a formal complaint or challenge by a member [see 25.7.1] trustees should consider on a case-by-case basis what approach to adopt on disclosure and, in particular, when (if at all) reasons and documents should be disclosed.
1.3

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