Terms of Reference of the Pension Committee

Purpose

The purpose of the Pension Committee is to make recommendations to the Board in respect of pensions and pre-retirement benefits provision within James cropper Plc. It reviews and approves the objectives of the James Cropper Plc Pension Schemes. It also monitors performance of the Schemes and considers recommendations and reports from management in relation to policy and strategy concerning pensions and investment matters that are significant to the Group.

Membership and Constitution

1.        Membership

1.1       The pension Committee is constituted as a sub-committee of the Board.

1.2       The Committee shall comprise at least three members. Committee members shall be appointed by the Board.

1.3       members of the Committee will normally serve for a period of three years. Their appointment may be renewed for further three year periods so long as they remain Board members.

2.        Chair

2.1       The Chair of the Committee shall be appointed by the Board.

2.2       In the absence of the Chair of the Committee at any meeting, the committee members present shall determine who shall chair the meeting.

3.        Secretary

3.1       The Company Secretary shall not be a member of the Committee but shall act as Secretary to the Committee (or shall appoint an appropriate nominee) and shall keep minutes and records of each meeting and ensure regular reporting by the Committee to the Board.

4.        Quorum

4.1       The quorum necessary for Committee meetings shall be two.

5.        Attendees

5.1       Only members of the Committee have a right to attend Committee meetings. Non-members may be invited to attend all or part of any meeting, as and when appropriate. This may include other individuals such as Group HR Director and external advisers and consultants.

6.        Frequency of meetings

6.1       The Committee shall meet at least twice a yer and otherwise as required.

7.        Notice of meetings

7.1       Meetings of the Committee shall be called by the Secretary of the Committee (or nominee) at the request of the Chair of the Committee.

7.2       Unless otherwise agreed, the notice of each meeting confirming the venue, time and date together with an agenda of the items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend, no less than five business days before the date of the meeting.

Supporting agenda item papers shall be sent to the Committee members and to other attendees, as appropriate, no less than two business days before the meeting or earlier if this can be achieved.

8.        Minutes of meetings

8.1       The Secretary or nominated representative shall minute the proceedings of all Committee meetings, including the names of those present and in attendance.

8.2       The Secretary shall ascertain, at the beginning of each meeting, the existence of any conflicts of interest, and minute them accordingly.

8.3       Minutes of Committee meetings shall be circulated to all Committee members.

9.        Terms of Reference

9.1       These Terms of reference may only be amended with the consent of the Board.

10.       Annual General Meeting (AGM)

10.1       The Chair of the Committee should attend the AGM to answer shareholder questions on the Committee's activities.

11.       Purpose and Authority

11.1      The Committee is establised as a Committee of the Board to carry out the duties set out in these Terms of Reference. It reviews and approves the objectives of the James Cropper Plc Pension Schemes. It also monitors performance of the Schemes and considers recommendations and reports from management in relation to policy and strategy concerning pensions and investment matters that are significant to the Group.

11.2      In fulfilling its duties, the Committee is further authorised to:

  • Obtain any legal or independent professional advice on any matter within its Terms of Reference.
  • Make recommendations to the Board on matters in relation to the Schemes including:
  1. pension matters which it reasonably considers are of strategic importance to the Group;
  2. material changes to benefits that require rule changes or changes to the Scheme Trust Deeds;
  3. material matters in relation to the accounting for the Group's pension obligations;
  4. oversee any investigation of activities which are within its Terms of Reference and to intervene if the Committee considers it appropriateand/or the Board instructs it to do so.

12.       Organisation and Committee

12.1      The Committee Chair shall report formally to the Board on the Committee's proceedings after each meeting on all matters within its Terms of Reference.

12.2      The Committee shall at least once a year review its Terms of Reference and performance to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board.

12.3      The Committee shall have access to sufficient resources and timely training in order to carry out its duties, including access to Group Secretariat for assistance as required.

12.4      The Committee shall be provided with appropriate and timely training, both in the form of an induction programmes for new members and an ongoing basis for all members.

13.       Duties

             The Committee shall carry out the duties outlined below:

13.1      review annually reports from the Trustees, mamagement and external advisers on the Scheme's goals and objectives, financial position, investment performance, administration levels, economic conditions and other activities;

13.2      ensure regular meetings are held with the Trustees and report to the Board on any significant outcomes of those meetings;

13.3      review at least once a year the goals and objectives, liability and investment performance of the Trustees;

13.4      empower the relevant executive to conduct discussions with the Trustees on behalf of the Group;

13.5      on behalf of the Board (after consultation with the Chairman and on the recommendation of management), the appointment, reappointment, removal, period of appointment and remuneration of the Trustees, in accordance with the Scheme Rules;

13.6      take steps, as deemed necessary, to protect the assets of the Schemes from increases in liability which might prejudice its long term sustainability;

13.7      agree the assumptions to be used by the Trustees relating to investment decisions, and provide the Group's opinion and feedback on the Trustees' Statement of Investment Principles (SIP);

13.8      agree the assumptions to be used by the Trustees relating to funding valuations, and provide the Group's opinion and feedback on the Trustees' Statement of Funding Principles (SFP);

13.9      review major policy, regulatory, legislative, accounting reporting, industrial relations and Government isues impacting the Schemes when necessary, at the request of management or any member of the Pension Committee; and

13.10     recommend the appointment of pension advisers and consultants and agree their remuneration.