Guidance for trustees
Example terms of
reference for board
and sub-committees
Your terms of reference should be drafted and agreed by the
board. They will then be used to direct future meetings and
ensure they are as productive and useful as possible.
The following template should be a useful starting point, and an
example that you can compare your existing terms of reference
to. It can show you where you might want to make some
alterations and improvements.
October 2017
Example terms of reference for board and sub-committees
Example board terms of reference
Purpose and objectives of the board
Describe the purpose of the board and its objectives. The board’s purpose will
depend on the type of scheme and membership and every board will have to establish its
own objectives.
Board membership
Describe the make-up of the board, terms of office and appointment procedures, including
for the chair of trustees. You’ll need to:
set minimum and maximum numbers for the board
describe any specifics of how the board is made up, eg if there is scheme
member representation
describe the selection and appointment process, including how the fitness and
propriety of trustees are assessed
describe the selection and appointment process for the chair, including how their
leadership and chairing qualities are assessed
Decision-making
You’ll need to have a legal minimum number of trustees in place to conduct valid business
and take part in voting procedures. You should:
set out the minimum number of trustees for the board to be quorate and conduct
valid business
describe how you reached this minimum number of trustees and any specific details
about the composition of this group, eg if a minimum number of member-nominated
trustees need to be present for a decision to be valid
describe the voting procedures used by the board, eg which decisions are to be made
by consensus
Meetings
Describe how often meetings will be held, who can arrange meetings and the procedures
for recording the business of the scheme. Please include:
how often meetings should be held
how long meetings should be
how meetings are called and the procedure for ad hoc meetings
recordings of scheme business, minutes and actions
2
Example terms of reference for board and sub-committees
Paper and presentation guidelines
You should:
set out their maximum length and format
when papers or presentations should be received before meetings, undertake a quality
review process for papers or presentations submitted before meetings
set out any online and electronic tools that will assist board activities, eg shared work
spaces or electronic meeting packs
Responsibilities
Describe the responsibilities of the board and decisions taken at board level. You’ll
need to consider powers of the board under pensions legislation, trust law and in the
scheme documents.
Delegating tasks and powers
Describe how any sub-committees will be established and how powers, decision-making
and tasks will be delegated to any sub committees and/or service providers. This should
include escalation procedures, ensure clear contractual arrangements (where necessary) and
service level agreements. You should:
set out the process for establishing sub-committees or/ working groups, eg whether
approval of the full board is needed
describe how delegation works for the scheme, including what tasks and decisions can
be delegated to a sub-committee, working group or service provider and how these
responsibilities are reported back to the board
describe escalation procedures
Reporting and monitoring
Describe how services and advice to the scheme will be monitored and evaluated, and how
any sub committees will be monitored. You’ll need to:
set out how delegated activities are reported and monitored
set out procedures for evaluating advice to the scheme and reviewing
the scheme’s advisers
set out procedures for evaluating services provided to the scheme and the
scheme’s service providers, including in-house services
Review of the board
Describe how the board, including its terms of reference, will be reviewed and evaluated at
least annually in relation to performance against the scheme’s objectives and by whom (eg.
how the board will procure or appoint an individual or organisation to undertake the review,
this could include electronic or online services). Include the date of the last review.
3
Example terms of reference for board and sub-committees
Example of sub-committee terms of reference
Purpose and objectives of the sub-committee
Describe the purpose of the committee, why it has been established and its objectives.
Membership
Describe the makeup of the committee, term of office and appointment procedures,
including for the committee chair. You’ll need to:
set minimum and maximum numbers for the sub-committee
describe any specifics of how the committee is made up, eg if there is
scheme member representation
describe the selection and appointment process of members
describe the selection and appointment process for the chair, including how
their leadership and chairing qualities are assessed
Decision-making
You’ll need to have a minimum number of sub-committee members in place to conduct
valid business and take part in voting procedures. You should:
set out the minimum number of sub-committee members for the committee to be
quorate and conduct valid business
describe how you reached this minimum number and any specific details about the
composition of this group, eg if a minimum number of member-nominated trustees
need to be present for a decision to be valid
describe the voting procedures used by the committee, eg which decisions are to be
made by consensus
Meetings
Describe how often meetings will be held, who can arrange meetings and the procedures
for recording the business of the committee. Please include:
how often meetings should be held and how long they should be
how meetings are called and the procedure for ad hoc meetings
how scheme business, minutes and actions should be recorded
4
Example terms of reference for board and sub-committees
Paper and presentation guidelines
You should:
set out their maximum length and format
undertake a quality review process for papers or presentations submitted before
meetings
set out any online and electronic tools that will assist board activities, eg shared work
spaces or electronic meeting packs
set out when papers or presentations should be received before meetings
Delegating tasks and powers
You should:
describe how powers, decision-making and tasks are delegated to the sub-committee,
including how these responsibilities are reported back to the board
describe escalation procedures
Reporting and monitoring
Describe how the committee will report to the board, including how often, and the format
and content of reports to the board, eg dashboard formats and what they will cover.
Review by the Board
Describe how the committee, including its terms of reference, will be reviewed and evaluated
at least annually in relation to performance against the scheme’s objectives. Include the date
of the last review.
5
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www.trusteetoolkit.com
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www.pensionseducationportal.com
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Example terms of reference for board and sub-committees
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