The trustee of the 成人快手 Pension Scheme (the Scheme) is a corporate trustee, 成人快手 Pension Trust Ltd (the Trustee). The Trustee acts through its Board of Directors. The individual directors are referred to throughout this document as ‘the Trustee Directors’ and the Board of Directors as ‘the Trustee Board’.
The Trustee Directors owe fiduciary duties to the Trustee and must ensure that the Trustee properly discharges its duties as Trustee of the Scheme.
Conflicts of interest may arise
- when a Trustee Director has a separate personal interest, or another fiduciary duty or other duty owed to a different person, which in either case conflicts with the Trustee’s duties to the Scheme. For example, a Trustee director may also be a senior manager of the sponsoring employer or a trade union official.
- in relation to confidential information
- for the Trustee’s advisers and service providers.
The Trustee recognises that, if not managed effectively, conflicts could result in decisions that put the interests of the Scheme at risk or, are subsequently shown to be invalid.
Trustees are not prohibited by law from being appointed or acting when they have conflicting duties, and there are benefits to having a mix of trustees with wider roles and responsibilities. They are prohibited from choosing to put themselves in a position of conflict, but not from acting if the conflict arises through circumstance so long as the conflict is noted and managed appropriately.
Trustee Directors will:
- acknowledge any potential conflict of interest they may have;
- be open with each other on any conflicts of interest they may have;
- adopt practical solutions; and
- plan ahead and agree on how they will manage any conflicts of interest which arise.
The Trustee Board has arrangements for identifying, evaluating and managing conflicts in order to ensure that their decision-making is not compromised by actual or potential conflicts. These are set out in the procedure section below.
CONFLICTS OF INTEREST PROCEDURE
Unless otherwise stated:
- references to conflicts of interest below include both actual and potential conflicts
- the procedure covers Trustee Directors, independent members of the Trustee’s Investment Committee, Scheme advisers and members of the Scheme’s Pensions Executive (the team that manages the in-house pensions department)
Identifying conflicts
Individuals covered by this procedure are required to identify and declare any interest on appointment, as soon as they arise, and at the start of Trustee Board and Committee meetings.
They are advised of the importance of recognising and managing conflicts of interest prior to appointment.
On appointment, each individual or advisory firm is made aware of the Conflicts of Interest Policy and asked to declare any general interests which could give rise to a conflict. This may include interests of family and close personal relationships.
The Scheme’s Declaration of Personal Interests form gives guidance on the type of interests that should be declared. For example, conflicts may arise when the Trustee Board is negotiating with the sponsoring employer on funding and a Trustee Director's position at the employer means they could be involved in both sides of a negotiation.
Any individual who feels that they, a Trustee Director, adviser, member of the Pensions Executive or independent member of the Investment Committee has a conflict of interest on a particular meeting topic is required to advise the Scheme Secretary promptly and prior to the meeting if possible, or state this clearly at the meeting. If a conflict of interest becomes apparent to a Trustee Director, adviser, member of the Pensions Executive or independent member of the Investment Committee during a meeting, that individual should state this immediately at that point.
When carrying out a transaction with a related party (as defined in paragraph 33.2 of FRS 102), the Trustee Board will comply with the related party disclosures set out in FRS 102.
Evaluating conflicts
Where a conflict or potential conflict has been identified, the Chair and Secretary will evaluate the potential impact and duration of the conflict or potential conflict. The Chair and Secretary will consider how to manage any conflict, taking into account all relevant circumstances and seeking legal advice as appropriate before making a decision.
The Chair and Secretary will decide to what extent the other Trustee Directors should be made aware of and/or involved in discussions around how to manage the conflict or potential conflict.
When new conflicts are identified at a Trustee Board meeting, the Chair will consult with the Trustee Board to determine the appropriate course of action. When new conflicts are identified at a Committee meeting, the Committee chair will consult with Committee members to determine the appropriate course of action. If the Trustee Board or Committee decides that legal advice is to be sought, the discussion and/or voting on that issue will be postponed until legal advice has been obtained.
Managing conflicts
Possible courses of action include:
- acknowledging the potential conflict, but agreeing that no further action is required
- the individual abstaining from discussion and decision-making on the relevant issue
- the individual recusing himself or herself from the meeting for the relevant item
- the individual receiving a sub-set of minutes and papers with the relevant item redacted
- in the case of advisers, seeking assurances as to how the conflict is managed within the adviser’s organisation, or, if necessary, appointing appropriate alternative advisers. In the event that the Chair and the Secretary conclude that this may be necessary, they will consult with the Trustee Board
- establishing a sub-committee or making other arrangements which exclude conflicted Trustee Directors. This may be appropriate where conflict is likely to be permanent or structural, for example where an employer-nominated Trustee Director’s position at the sponsoring employer means they have a role in, or influence over, funding matters. The Trustee has standing, documented arrangements for a Committee of Directors, which is the term used to describe a meeting of the Trustee Board when it is acting without Trustee directors who have a permanent or structural conflict in relation to a particular matter. This mechanism allows for the complete exclusion of the conflicted Trustee Director from any consideration by the Trustee Board of the relevant matter and the withholding from that Trustee Director of relevant documents or other information.
Employer issues or proposals covered at Trustee Board meetings should be presented by 成人快手 representatives who are not members of the Trustee Board if possible.
Confidential information
Disclosing information to the Trustee
A conflict may arise where a Trustee Director is in possession of confidential information, by virtue of another role, which the Trustee Director may not share with the other Trustee Directors. In this situation, they may seek the third party’s agreement to being released from their obligation not to disclose the information to the other Trustee directors.
Rule 13.7 of the Scheme Rules also provides that a Trustee Director is not obliged to disclose information relevant to any exercise of the Trustee’s powers, duties or discretions where the Trustee so resolves and the Trustee Director has elected not to take part in the relevant deliberations of the Trustee.
Disclosing Trustee information
Under their fiduciary duty to the Trustee, Trustee Directors are prohibited by law from disclosing confidential information to other parties.
All individuals covered by this Policy have signed a confidentiality agreement concerning confidential information relating to the sponsoring employer.
Recording conflicts
The Trustee maintains a Register of Interests which records the interests, and actions taken to manage the interests, of Trustee Directors, independent members of the Trustee’s Investment Committee, Scheme advisers and members of the Scheme’s Pensions Executive.
Declaration of interests is a standing item at Board and committee meetings and any new conflicts declared are recorded in the Register of Interests and in meeting minutes.
Any Trustee Director wishing to express a view other than in their capacity as Trustee Director should state this clearly at the time, and this will be recorded in the minutes.
Annual review of interests
Individuals are asked to confirm annually that their information in the Register of Interests is correct. Individuals are required to declare any new interests as they arise, not just at the annual review.
Related party disclosures from Trustee Directors are requested annually. The information collected is used to make the appropriate disclosure in the Trustee’s letter of representation to the auditors.
Advisers
Conflicts can arise because advisers and service providers may recommend services or products offered by themselves or by related parties, for which they may gain financial or non-financial benefit; or they may offer advisory services to other parties with different interests from the Trustee.
The Trustee appoints its own advisers. There may be circumstances where these advisers are asked to give advice to the company in relation to pension matters, but this can only happen where there is no conflict of interest. If there is a potential conflict of interest the company will appoint its own adviser(s).
All of the Trustee’s advisers also have a professional responsibility to advise the Trustee if any circumstances arise in which they feel they are conflicted. These responsibilities and guidelines for dealing with them are also covered by the respective professional bodies.
Pensions Executive
The pensions staff are in-house, i.e., employed by the company. The Pensions Executive which manages the staff currently comprises:
- Director of Governance and Operations
- Director of Investment
- Head of Finance
- Head of Pension Services
- Scheme Legal Counsel
- Scheme Secretary
The Executive works closely with the Trustee directors, the Trustee’s advisers and also liaises with the company’s senior management. As such the Executive is privy to a wide range of information and it is therefore important that they are included in the procedures adopted for managing conflicts of interest.
Review of the Policy
This Policy shall be reviewed at least every three years (or sooner if there is any significant change to the Scheme’s governance arrangements or the General Code of Practice) to ensure it remains appropriate and fit for purpose.
Further information
More information can be found on the