TPR Board code of practice

Approved on 27 July 2026

Purpose and scope

Purpose

For The Pensions Regulator (TPR) to command the confidence of its key interests including its partners, stakeholders, the public, workplace pension members, and to engage and motivate its own staff, it is necessary that members of its board assume and model the values and behaviours expected of those holding the highest level of office within a public sector organisation. TPR’s Board code of practice articulates the values and behaviours expected of board members, shaping the culture and approach they bring to their work.

Scope

TPR’s Board code of practice applies to all members of TPR’s board, including executive and non-executive members and to members of TPR’s Determinations Panel, hereafter collectively referred to as ‘members’. Any reference to or requirement of a specific member type within the code will be made explicit.

The code also applies to regularly invited executive director attendees.

Upon appointment, members are individually and collectively expected to adhere to the code. To ensure that the code remains relevant, the board will review it in line with its external effectiveness review cycle, or sooner, should the need arise.

Who we are; what we do

The Board of TPR is established under Section 2 and Schedule 1 of the Pensions Act 2004 (PA04).

The Board oversees TPR’s strategic direction, makes key decisions on policy, ensures that TPR is run efficiently, has effective internal controls and that the statutory requirements for the use of public funds are complied with.

S2 of the PA04 sets out TPR’s board membership as follows:

Chairperson - Appointed by the Secretary of State (and who must not be a member of TPR staff, nor the Chair of the Pension Protection Fund’s board).
TPR Chief Executive - Appointed by TPR Board under Schedule 1, paragraph 8(4)14 of the Pensions Act 2004 with the approval of the Secretary of State. In practice, this and may be delegated to the responsible Minister.
At least five other persons - Appointed by the Secretary of State, following consultation with the Chair. At least two of whom much be appointed from the TPR staff (these, and the Chief Executive, are referred to as ‘executive members’).

A majority of the board’s members must be non-executive members.

A full list of the board’s responsibilities, powers and procedures can be found within the Standing Orders, which also details the responsibility of the Determinations Panel that TPR is required under statute to maintain.

The DWP/TPR Framework Agreement outlines the respective roles of the department and TPR.

Members are expected to be familiar with the board’s operating framework, which encompasses a suite of governance documents relevant to the effective operation of the board.

Principles

TPR’s Board code of practice bolsters and expands on the Cabinet Office’s Code of conduct for board members of public bodies that board members, upon appointment, are bound by. The standards set out within the Cabinet Office Code form part of individual members’ terms and conditions of appointment.

In alignment with the seniority of the position that TPR board members hold, it is expected they be models of:

Public service values (Nolan)

The principles and standards that underpin the conduct of those holding public office, guiding how authority is exercised, decisions are made, and the public interest is served.

They require a commitment to selfless public service, the proper stewardship of public resources, and accountability to Parliament and the public. Upholding the highest standards of propriety, through integrity, honesty, impartiality, and objectivity, is essential, combined with a clear obligation to place the public interest above personal, professional, or organisational gain.

The Seven Principles of Public Life, also known as the Nolan Principles, form the ethical foundation for public life in the UK and underpin the Cabinet Office Code of Conduct for Board Members of Public Bodies.

The principles highlight accountability for transparent and objectively made decisions and actions, and of leadership through example; public office holders are expected to not only uphold the principles but to promote and support them in others.

The Seven Principles of Public Life can be found in Appendix 1.

TPR’s values

As the highest officeholders within TPR, board members set the standards for behaviour and conduct and show commitment to TPR’s organisational values:

Committed to the pursuit of good outcomes for workplace pension members
Bold and impartial in our decision-making
Alert and responsive to emerging risks and opportunities
Supportive of our people
United as one team

Non-executive members

Non-executive members of the board should become familiar with and observe the 12 principles of governance for all public body NEDs.

Board members’ corporate responsibilities; Personal liability

Corporate responsibilities

Board members collectively have a duty to provide effective oversight of the organisation and to ensure that appropriate systems, controls, and policies are in place to secure compliance with relevant legal and regulatory obligations. This includes, but is not limited to, employment law, equality and human rights, modern slavery, safeguarding, health and safety, data protection, and freedom of information.

Board members are collectively responsible for ensuring that public funds are used in accordance with statutory and administrative requirements, and with the principles of regularity, propriety, value for money, and transparency.

Personal liability

The government has confirmed that individual board members of public bodies who act honestly and in good faith will not be required to meet personal civil liability from their own resources for actions taken, or purported to be taken, in the course of their board duties. This protection does not apply where a board member’s conduct is reckless, negligent, fraudulent, or otherwise improper.

Consistent with this position, and in line with the arrangements applying to staff, TPR indemnifies Board members against liabilities arising from any claim or proceeding relating to acts done or omitted in the actual or purported discharge of TPR duties. This includes proceedings brought in the UK or overseas and covers any associated liabilities and reasonable legal defence costs, regardless of whether the outcome is in the member’s favour.

Subject to the exclusions set out below, TPR will normally provide legal representation through lawyers acting for TPR and will meet any damages awarded and/or the other party’s costs from TPR funds.

The indemnity does not apply to liabilities arising from acts or omissions that are reckless, negligent, fraudulent, dishonest, unlawful, or carried out in bad faith, including conduct falling within section 6(1) of the Human Rights Act 1998.

Additionally, TPR members and staff benefit from statutory exemption from liability for damages as set out in Schedule 1, paragraph 35 of the Pensions Act 2004.

Board members must:

notify the Executive General Counsel immediately upon becoming aware of a possible claim against themselves or TPR
inform the Head of Governance, Compliance and Counter Fraud of any suspected or discovered fraud or dishonesty by anyone connected with TPR in relation to the claim
provide full co-operation and comply with reasonable requests from TPR in handling the matter
avoid discussions with potential claimants where possible; if unavoidable, keep a written record
never admit liability for themselves or TPR
not attempt to settle, compromise, or reduce a claim
not seek external legal advice without the Executive General Counsel’s authority

Chair

The Chair is responsible for leading the Board in the delivery of its responsibilities. In addition to that which is detailed in the Chair’s appointment letter, the DWP/TPR Framework Agreement (and all relevant document and guidance contained within it), the Chair is responsible for:

ensuring, through monitoring and engaging with the appropriate governance arrangements, that TPR’s affairs are conducted with probity
ensuring that policies and actions support the responsible Minister’s (and, where relevant, other Ministers’ wider strategic policies where they have been communicated to the Chair)
ensuring that, where appropriate, that the policies and actions are clearly communicated and disseminated throughout TPR
formulating the Board’s strategy for discharging its functions and statutory duties (in consultation with and subject to approval by the Board)
role modelling and ensuring high standards of propriety and integrity of board members is maintained
promoting the efficient and effective use of staff and other resources throughout the organisation
ensuring that the Board, in reaching decisions, takes appropriate account of guidance provided to it by the responsible Minister, or sponsoring department
representing the views of the Board to the general public
ensuring the responsible Minister is advised of TPR’s needs when board vacancies arise

Chief Executive

The Chief Executive (CEO) has responsibility, under the Board and the Chair, for the overall organisation, management and staffing of TPR, and for its procedures in financial and other matters, including conduct and discipline. The CEO is also appointed as Accounting Officer by the Permanent Secretary of the DWP and as such is personally responsible for safeguarding the public funds for which they have charge; for ensuring propriety, value for money and feasibility in the handling of those public funds. Board members are expected to support the Chief Executive in undertaking their responsibilities.

Equality, diversity and inclusion

Section 6, paragraph 5.2 of the Cabinet Office Code of Conduct for Board Members of Public Bodies states that board members should promote an inclusive and diverse culture in the organisation and their actions should help create an environment where different perspectives and backgrounds are encouraged and valued.

Board members are expected to understand equality, diversity and inclusion issues and to comply with TPR’s responsibilities under anti-discrimination legislation.

Members have a crucial role in providing strategic leadership at TPR on equality, diversity and inclusion. Decisions should be rooted in fairness, ensuring that TPR is inclusive and values diversity as a regulator and as an employer. It is important, and expected, that members challenge any behaviour that is counter to this agenda.

Members are expected to seek assurance that TPR is compliant with equalities and human rights legislation. This includes TPR’s obligation to exercise its functions in a way which has due regard to the public sector general equality duty (under the Equality Act 2010). This means having due regard to the need to:

eliminate unlawful discrimination, harassment and victimisation and other conduct prohibited by the Act
advance equality of opportunity between people who share a protected characteristic and those who do not; and
foster good relations between people who share a protected characteristic and those who do not

Note: The protected characteristics are defined as sex, age, race, disability, religion or belief, sexual orientation, gender reassignment, pregnancy/maternity and marriage/civil partnership.

Commitment; induction; development; appraisal

Commitment

Board members are expected to play a full and active part in the role they are appointed to. Members have a duty to make themselves available for service on the board and to those committees to which they are appointed.

Induction

An induction programme will be organised by TPR for new board members on their duties and responsibilities, including fiscal management and reporting requirements and on any differences that may exist between private and public sector practice.

The Chair will ensure that they and all members of the Board, upon commencement of office, are fully briefed on the terms of their appointment and on their duties, rights and responsibilities and that each have copies of:

The Code of Conduct for Board Members of Public Bodies (including the Seven Principles of Public Life)
TPR’s Board code of practice
The 12 Principles of Governance for all Public Body Non-Executive Directors (as appropriate)
The Framework Agreement between TPR and the DWP
The most recent corporate plan, annual reports and accounts
The Treasury's Memorandum on the Responsibilities of an Accounting Officer ('Managing Public Money', chapter 3; 'Governance and Management', chapter 4)
The board’s Standing Orders, committee terms of reference, and schedules of general, financial and regulatory delegations
TPR’s Information Management, Gifts and Hospitality, Conflicts of Interest policies/guidance

Development

To enable the board to carry out its role in full and effectively, it is essential that it consists of individuals with a balance of skills appropriate to directing TPR’s business; to this end, all members should commit to continually update their skills and knowledge in relation to TPR’s business.

This may include (but is not limited to) skills and training in relation to fiscal management and reporting requirements, risk management and the requirements of board members of public bodies. TPR will commission, provide or signpost to relevant training, networks or other information that will assist members’ ongoing development.

Appraisal/annual performance evaluation

The Chair is obliged to ensure that the work of the board and its members is regularly reviewed and is working effectively.

Individual board members will undertake formal annual appraisals. In the process of conducting board member appraisals/evaluations, the views of relevant stakeholders, including employees and the DWP Partnership Division, should be sought and considered.

The Chair has a responsibility to monitor the performance of the Chief Executive. This appraisal is conducted with input from the board, typically drawing on evidence from non-executive members and agreed performance measures.

Decision-making

Members should respect the principles of collective decision making and are encouraged to refer to Section 6, paragraph 5.6 of the Code of Conduct for Board Members of Public Bodies on further guidance on this matter.

The terms of reference for each sub-committee of the board detail the specific process of decision making. To enable effective and efficient decision-making, the Chair will ensure that board committees are properly structured with appropriate terms of reference, that committee membership is periodically refreshed and that individual non-executive members are not over-burdened when deciding the chairs and membership of committees.

The Chair should ensure that sufficient time is allowed at board meetings for subcommittees to report on the nature and content of discussions that have taken place, on recommendations and any actions to be taken.

Confidentiality, data security

The Board must act consistently with the nature of TPR’s business and the possible need for confidentiality on commercial or other grounds, always subject to the rights of Parliament and the Comptroller and Auditor General to obtain information.

Members should refer to the Cabinet Office Code of Conduct, Section 4, paragraph 3.10, regarding prevention of disclosure of any information, either confidential or provided in confidence.

TPR is subject to several legal requirements in relation to the information it holds, including the Pensions Act 2004, the Freedom of Information Act 2000¹, and the Data Protection Act 2018². The terms and conditions of appointment of board members also refer to the need to protect any protectively marked information under TPR’s classification policy made available to board members in the course of their duties. Board members should ensure that they do not disclose any ‘restricted information’ as defined under Section 82 of the Pensions Act 2004 unless the statutory requirements are met.

Subject to these requirements, board members and staff of TPR are expected to conduct all their dealings with the public in an open and transparent way, in line with the Regulator’s Code³ and the principles of good regulation.

Footnotes for this section

¹ Freedom of Information Act 2000 gives individuals the general right of access to information held by public authorities

² Data Protection Act 2018 controls how personal information is used by organisations, businesses or the government.

³ The Regulator’s Code (set out in the legislative and regulatory reform act 2006)

Eligibility to serve

Non-Executive Members are appointed by the Secretary of State and together with DP members are classed as ‘officeholders’ rather than employees.

The Code of Conduct for Board Members of Public Bodies (section 6, paragraph 5.8) sets out the requirement for Members to inform the DWP, as sponsor department, of any bankruptcy, current police investigation, unspent criminal conviction or disqualification as a company director in advance of appointment or should any such instances occur during their appointment.

All board members have a responsibility to ensure they remain eligible to serve. Members should seek advice immediately from the Chair and/or the Board Secretary if they have any doubts or become aware that they may not be eligible to serve on the Board. Failure to do so constitutes a breach of this code of practice.

Raising concerns, whistleblowing

Raising concerns

Members should seek assurance that TPR has an open, transparent and safe working environment where employees feel able to speak up and raise concerns, and complaints procedures are clearly communicated to them.

The Cabinet Office Code of Conduct for Board Members of Public Bodies (2019) does not set out an internal sanctions process for board members. Instead, it provides that any breach of that Code constitutes a breach of the terms of appointment and that propriety and ethics issues should be escalated to the DWP, leaving any decision on potential sanction to the appointing authority.

Section 9, paragraphs 8.1, 8.2 of the Code of Conduct for Board Members of Public Bodies (2019) sets out the action required should there be concerns regarding:

TPR’s working environment and safety of employees
potential breaches of the Code
any concern regarding misconduct or wrongdoing

Whistleblowing

Members have a duty to raise concerns about possible wrongdoing within TPR as set out in the whistleblowing policy with the Chair of the Audit and Risk Committee if it concerns a member of staff, with the Chair of the Board if it concerns the Chief Executive or another member, or with the Senior Independent Director if it concerns the Chair of the Board. Members are also able to contact the DWP to raise matters of concern.

Conflicts and register of interests

Board members should refer to the Code of Conduct for Board Members of Public Bodies (2019), Section 5, and TPR’s own board conflict of interest guidance on how conflicts of interest should be managed.

Board members of TPR are entitled to manage their own affairs in privacy. However, their work must be carried out in an environment which is free from any suggestion of improper influence.

Board members must take steps to ensure that any conflict of interest which they may be subject to does not affect a decision taken by TPR.

The Chair and other board members are therefore expected to declare any personal or business interests which may conflict with their responsibilities as board members.

There are three key requirements:

Declare any potential conflict of interest which arises in the course of their work as a board member, as soon as it becomes relevant.
Seek permission from TPR before dealing in shares and related investments.
Complete a declaration of interests on joining the Board, and to update it annually.

Further detail on these requirements is set out in a separate guidance document: TPR Board Code of Conflicts Guidance.

Gifts and hospitality

Board members have a duty to ensure that they comply with TPR’s rules on the acceptance of gifts and hospitality.

Communication (including media appearances; public speaking; social media use; political activity)

Authorisation of meetings

To enable consistent messaging of our communications and to avoid potential conflicts of interest, the Chair and/or the CEO should be notified in advance of individual Members’ meetings or invitations to speak on behalf of TPR (that is, other than official meetings of the Board, its committees, panel meetings or meetings that are organised by TPR staff, the chair or CEO).

Media appearances and public speaking

Board members must engage with the public and manage public affairs fairly, efficiently, promptly, effectively and sensitively, in line with TPR’s public sector equality duties, and must not act in ways that unjustifiably favour or discriminate against individuals or interests.

When representing the Board publicly, including through the media, public speaking events or on social media, members should first liaise with the Chief Executive and the relevant TPR team (eg the Director of Strategy and Communications, Director of Marketing and Engagement).

Day-to-day contact between TPR and its sponsor department, DWP, is normally handled by the Executive Directors, whilst communications between the Board and the responsible Minister should generally be conducted through the Chair. Where an individual board member has direct access to Ministers on matters raising significant issues related to their board duties, they should seek the views of the board so that agreement can be reached for the member to act on the Chair’s behalf.

Social media

Members should be cognisant of the public nature of social media and ensure that confidentiality regarding financial, legal and personal information is always respected.

Members should, when using any personal social media accounts and referring to their TPR role, ensure that they are explicit about in what capacity they are acting.

Members are reminded that, once posted, it may be difficult to completely remove social media posts from the internet; even if a post is subsequently deleted, it may have already been copied or shared. Posts may also be vulnerable to modification and/or taken out of context.

Political activity

Members of the TPR Board and Determinations Panel are subject to the House of Commons Disqualifications Act 1975 (Schedule 1, Part 2) that sets out which individuals are legally barred from becoming or remaining Members of Parliament, to prevent conflicts of interest and ensure impartiality.

Below sets out expectations for members regarding political activity:

The Chair

The specific requirements regarding the Chair’s political activities are set out within their contract of appointment issued by the DWP.

Non-executive and DP members

Notwithstanding the above, non-executive and DP members are otherwise free to engage in political activities, provided that:

they are conscious of their public responsibilities and seek to abide by the Seven Principles of Public Life (selflessness, integrity, objectivity, accountability, openness, honesty, leadership)
they exercise proper discretion in relation to the work of TPR; agree not to make political speeches or engage in other political activities that relate directly to pensions policy or pensions regulation, and that they comply with Cabinet Office rules on attendance at party conferences
they are conscious of the need in their TPR role to be even-handed in all dealings with political parties, and to be and to be seen to be politically impartial
they remain alert to the possibility of a conflict arising between their political interests and their TPR role and declare all such conflicts as they arise

Executive members

Are expected to abide by the principles above as well as adhere to TPR staff code of practice.

Review cycle

The Board will review its code of practice every three years, in line with the board effectiveness review cycle, or sooner, should the need for amendment become necessary.

Appendix 1

The Seven Principles of Public Life (The Nolan Principles)

The Seven Principles of Public Life (also known as the Nolan Principles) apply to anyone who works as a public officeholder. This includes all those who are elected or appointed to public office, nationally and locally, and all people appointed to work in the Civil Service, local government, the police, courts and probation services, non-departmental public bodies (NDPBs), and in the health, education, social and care services. All public officeholders are both servants of the public and stewards of public resources. The principles also apply to all those in other sectors delivering public services. The custodians of the Principles of Public Life are the Ethics and Integrity Commission.

Selflessness
Holders of public office should act solely in terms of the public interest.
Integrity
Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.
Objectivity
Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.
Accountability
Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.
Openness
Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.
Honesty
Holders of public office should be truthful.
Leadership
Holders of public office should exhibit these principles in their own behaviour and treat others with respect. They should actively promote and robustly support the principles and challenge poor behaviour wherever it occurs.