Meetings and decision-making

General code in force: 28 March 2024

This module forms part of our expectations for trustees of those schemes required to operate an effective system of governance, see Systems of governance.

1. The governing body should spend an appropriate amount of time running its scheme. In most cases, the governing body will need to meet at least quarterly.
2. Under section 249A of the Pensions Act 2004¹, governing bodies of certain schemes must establish and operate an effective system of governance (see Systems of governance) including internal controls (see Internal controls). However, there are certain exemptions². The system of governance must be proportionate to the size, nature, scale, and complexity of the activities of the scheme.
3. Under section 249B of the Pensions Act 2004, scheme managers of public service pension schemes are required to establish and operate internal controls, which are adequate for the purpose of securing that the scheme is administered and managed in accordance with the scheme rules³ and with the requirements of the law.
4. Arrangements for meetings and decision-making for councils acting as local government pension scheme authorities are set out in the Local Government Act 1972 and Local Government and Housing Act 1989 and apply to each council as appropriate.
5. The governing body must include the following in their written meeting records^4,5:
   1. The date, time, and place of the meeting.
   2. The names of all in attendance, including professional advisers or any other person present.
   3. The names of those invited to the meeting but who did not attend.
   4. Any decisions made at the meeting, including the names of those who took part in them.
   5. Any decisions made outside a meeting since the previous meeting, or taken by a committee/sub-committee, including the time, place, and date of the decision, and the names of the members of the governing body who participated in the decision.
   6. Decisions relating to the winding-up of the scheme⁶.
6. When planning and running meetings, governing bodies should:
   Meeting processes and procedures
   1. Understand and adhere to any prescribed governance processes in the scheme rules and legislation.
   2. Set the frequency of meetings for the governing body.
   3. Agree the basis of attendance (for example, in person or online) and the circumstances where this might change.
   4. Establish the circumstances, including legislative restrictions⁷, where and how extraordinary meetings may be called.
   5. Consider the complexity and urgency of any issues affecting the scheme to determine the length of the meeting.
   6. Ensure that postponed meetings are rescheduled.
   7. Set expectations for governing body members to prepare for meetings, and actions needed in between them.
   8. Agree who has responsibility for setting the agenda and who else is consulted in its development.
   9. Agree standing agenda items, for example, Risk register and Conflicts of interest items, and administration tasks.
   10. Establish how many members of the governing body need to attend for any meeting to be considered quorate.
   11. Consider the extent to which the governing body can influence or direct other parties (such as sponsoring employers) in decisions that may have material consequences for the scheme or the business supporting it.
   Decision-making
   12. Ensure that decisions are made according to scheme rules and regulations, and any sub-committees' terms of reference.
   13. Keep records about any decisions taken by members of the governing body, including related advice or information received, and any conflicts of interest declared.
   14. Establish appropriate retention periods for records of decisions made.
   15. Consider publishing information about their activity (see General principles for member communications), for example, through regular member communications, including information that has been requested, to encourage scheme member engagement and promote a culture of transparency.

Glossary

Internal controls

• Arrangements and procedures to be followed in the administration and management of the scheme,
• Systems and arrangements for monitoring that administration and management, and
• Arrangements and procedures to be followed for the safe custody and security of the assets of the scheme (Section 249A of the Pensions Act 2004).

Quorate

The necessary representation of members of the governing body to make a decision.

Scheme rules

The rules and associated documentation that set out how a given scheme is to operate.

Legal references

¹ Article 226A of The Pensions (Northern Ireland) Order 2005

² Section 249A(3) of the Pensions Act 2004 [Article 226A (3) of The Pensions (Northern Ireland) Order 2005]

³ As defined in Section 318(2) Pensions Act 2004

⁴ Section 49 Pensions Act 1995 [Article 49 Pensions (Northern Ireland) Order 1995]; Regulations 12 and 13 Occupational Pension Schemes (Scheme Administration) Regulations 1996 [Regulations 12 and 13 Occupational Pension Schemes (Scheme Administration) Regulations (Northern Ireland) 1997]

⁵ Regulation 6 Public Service Pensions (Record Keeping and Miscellaneous Amendments) Regulations 2014 [Regulation 6 Public Service Pensions (Record Keeping and Miscellaneous Amendments) Regulations (Northern Ireland) 2014]

⁶ Section 49A Pensions Act 1995[Article 49 Pensions (Northern Ireland) Order 1995]; the Occupational Pension Schemes (Winding Up Notices and Reports etc) Regulations 2002 [the Occupational Pension Schemes (Winding Up Notices and Reports etc) Regulations (Northern Ireland 2002]

⁷ Section 32 Pensions Act 1995 [Article 32 Pensions (Northern Ireland) Order 1995]; Regulations 9 and 10 Occupational Pension Schemes (Scheme Administration) Regulations 1996 [Regulations 9 and 10 Occupational Pension Schemes (Scheme Administration) Regulations (Northern Ireland) 1997]