Pensions Shareholder Governance Committee
This section contains the following information about the Pension Fund Committee:
Purpose
a) The Pensions Shareholder Governance Committee undertakes functions in relation to the County Council's shareholding in any pensions related company or subsidiaries that are not reserved elsewhere in the Constitution
Composition
a) The Committee shall comprise four county councillors.
b) The quorum of the Committee shall be three.
c) No members of the Committee can serve as directors on any pension related company in which the County Council has any interest but should have appropriate skills and knowledge relevant to companies and pensions and undertake any mandatory training as required.
d) The following individuals or other relevant representatives may be invited to attend a meeting of the Committee where the affairs of any pensions related Company either LPPL, LPPI Holdings Limited or any subsidiaries are to be considered:
- LCC Chief Financial Officer (Section 151 Officer)
- LCC Monitoring Officer
- LCC Head of Pension Fund
- LCC Director of People
- Any Chief Executive or appropriate representative of any pensions related company in which the county council has an interest.
Terms of Reference
a) To take Pensions company shareholder / member decisions that are not specifically reserved to Full Council, elsewhere in the Constitution or reserved to those companies through Shareholder Agreements, including:
b) To pay or declare any dividend or distribution to Shareholders under clauses contained in any Shareholder Agreement.
c) To receive an annual report on remuneration (including salary, benefits and bonuses) of all officers and employees of pension related companies or subsidiaries.
d) To approve the Remuneration Policy, any changes to the policy, and any exceptions to the policy and pay grade structure in respect of any director or employee of any pension related companies or subsidiaries.
e) To approve the payment of any remuneration, fees or other sums (including bonuses) of the Chair or Chief Executive Managing Director of any pension related companies or subsidiaries
f) To approve the appointment or removal of the Chief Executive of the pension related companies or subsidiaries.
g) Dividend Policy – The Committee, acting as pension related company shareholders, may agree in writing for any Financial Year not to make any distribution or to make a distribution of a proportion only of available profits.
h) Strategic Plan – to approve each pension related company's strategic plan.
i) Governance Framework – acting as pension related company shareholders, to determine and agree the Governance Framework of any pensions related company from time to time.
j) Review Pensions related Company Effectiveness – acting as pension related company shareholder, to periodically review any pensions related company corporate structures including Board structures and effectiveness.
k) To consider and receive annual reports against the Governance Framework for any pension related companies and adopt, amend or approve any changes to the Governance Framework.
l) Novel and contentious clause – To consider any other matter, which in the opinion of a pension related company board or one of the shareholders, is or could become of sufficient importance to significantly change or adversely affect the operation or reputation of the organisation.
m) Proposed redundancies of any Group employees – To approve any proposed programme of 25 redundancies or more or rationalisation of a group of at least 25 employees for any pension related company or subsidiary.
n) Proposed re-location of any Group employees – To approve any proposed programme of relocation of a group of at least 25 employees outside Lancashire in the case of employees who are or were employees of LCC or outside Greater London in the case of employees who are or were employees of the London Pension Fund Administration (LPFA
o) To receive the annual accounts of any pension related company or any subsidiary.
p) To change the name of any pension related company or subsidiary.
q) To enter into or terminate in any Financial Year any contract of employment with or contract for the provision of services by any person or persons whose aggregate remuneration of fees exceeds £500,000 per annum (ignoring any contract terminated for gross misconduct) or change the terms of any such contracts, unless provided for in the agreed form remuneration policy. Provided that this provision shall apply in the context of arrangements with individuals where such arrangement is in the nature of remuneration for a service provided by identified individuals (notwithstanding any right of substitution) and shall not apply to contracts for the supply of services not having such nature in relation to any pension related company or any subsidiary..
r) To commence or take steps to commence any insolvency proceedings under any law relating to insolvency anywhere in the world unless JVCo or the relevant Subsidiary is at the relevant time unable to pay its debts as they fall due or the value of its assets is less than its liabilities, including its contingent and prospective liabilities and the directors reasonably consider (taking into account their fiduciary duties) that it ought to be wound up or it ought to enter into administration.