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Standing orders governing The Pensions Regulator's Board procedures

These standing orders are made under the Board's powers, under Schedule 1 paragraph 18 of the Pensions Act 2004 (PA04), to regulate its own procedure and that of any of its committees.

Agreed by the Board on 21 February 2024.

Role of The Pensions Regulator

The Pensions Regulator (the regulator) has a range of functions directed by six statutory objectives:

  1. To protect the benefits of members of occupational pension schemes.
  2. To protect the benefits of members of personal pension schemes where direct payment arrangements are in place.
  3. To reduce the risk of situations arising which may lead to compensation being payable from the Pension Protection Fund.
  4. To promote, and to improve understanding of, the good administration of work-based pension schemes.
  5. To maximise employer compliance with employer duties and the employment safeguards (introduced by the Pensions Act 2008).
  6. To minimise any adverse impact on the sustainable growth of an employer (in relation to the exercise of the regulator’s functions under Part 3 of the Pensions Act 2004 only).

In undertaking its work the regulator also has regard to the principles of good regulation. That is, to be: proportionate, accountable, consistent, transparent and targeted.

Status of the Board

The Board comprises the Chair, the Chief Executive and other members of the regulator appointed by the Secretary of State. It is established under section 2 and Schedule 1 of the Pensions Act 2004 (PA04).

Purpose of the Board

The Board oversees the regulator’s strategic direction and makes key decision on policy. It ensures the regulator is properly run as a public body and has effective internal controls. It also ensures that statutory and administrative requirements for the use of public funds are complied with.

Responsibilities of the Board

The Board’s key responsibilities are:

  1. setting the strategic direction of the regulator and approving the Corporate Plan and Business Plan
  2. setting priorities, high level objectives and key operational targets
  3. monitoring performance against the key operational targets (or other output measures) by which the success of the regulator is to be judged
  4. overseeing management of corporate risk
  5. ensuring adequate resourcing and effective resource management
  6. ensuring that a sound framework is in place to manage the exercise of regulatory functions
  7. making arrangements via the Chair for and approving the appointment of the Chief Executive and Executive Directors
  8. ensuring appropriate standards of governance, including keeping its own performance under review
  9. ensuring timely submission of annual reports and accounts to the Secretary of State and the Comptroller and Auditor General

Determinations Panel

The Board is responsible for maintaining a determinations panel. The Board will establish an appointments committee (see section 7 below) on each occasion that a chair of the panel needs to be appointed. The committee will nominate the panel chair and the Board will then appoint the panel chair. On each occasion that members of the panel need to be appointed the panel chair will nominate members and the Board will appoint them. Subject to Schedule 1 (PA 04), the panel will determine its own procedures.

Committee structure

This paragraph does not apply to the determinations panel or the appointments committee.

There will be the following standing committees:

  1. Non-Executive Committee (NEC).
  2. Audit and Risk Assurance Committee (ARAC).
  3. Remuneration and People Committee (RAPCO).

The audit and risk assurance, and remuneration committees shall be sub-committees of the NEC. The membership of these committees shall not include executive members of the regulator.

  1. The Board may establish any additional committees as it sees fit.
  2. Committees may establish sub-committees as they see fit.
  3. Members can be co-opted on to any committee at any time.

With the exception of the NEC and its sub-committees, members of any committee may include individuals who are not members of the Board. Members of sub-committees may include individuals who are not members of the committee. The majority of any committee or sub-committee must consist of individuals who are members of the Board or staff of the regulator.

The terms of reference of the NEC are set out at Appendix A.

The terms of reference of the ARAC are set out at Appendix B.

The terms of reference of the RAPCO are set out at Appendix C.

Appointments Committee

An Appointments Committee will be established by the Board whenever there is a need to appoint a determinations panel chair.

The committee will regulate its own procedure.

The committee shall consist of a chair, appointed by the chair of the regulator from the non-executive members of the regulator, and one or more persons appointed by the chair of the regulator. At least one of the committee members, other than the chair, must be someone who is not a member of the regulator, but must not be a member of the regulator’s staff.

Delegations

The Board has the power to delegate decisions to committees of the Board, executive members, staff of the regulator and others, in accordance with schedule 1, paragraphs 20 and 21, of the Pensions Act 2004 and the Pensions Regulator (Delegation of Powers) Regulations 2009. The Executive Committee will maintain schedules of financial and other delegations setting out how these functions will be exercised reverting to the Board for approval when necessary.

Membership

Membership of the Board must be as set out in s2 of the PA 04; that is:

  1. a Chair appointed by the Secretary of State (who must not be appointed from the staff of the regulator, or be the chair of the Pension Protection Fund board)
  2. the Chief Executive of the regulator
  3. at least five other persons appointed by the Secretary of State after consulting the chair, at least two of whom must be appointed from the staff of the regulator (these and the Chief Executive are referred to as 'executive members’)
  4. a majority of the members must be non-executive members

Status of standing orders

The standing orders are made under the Board's powers, under Schedule 1 paragraph 18 of the PA 04, to regulate its own procedure and that of any of its committees.

The Board also has the power under paragraph 20 to delegate its functions and powers and maintains a schedule of delegations.

These standing orders may at any time be amended or varied by the Board as it may determine, to aid the efficient execution of its duties.

Meetings of the Board

The full Board will meet on a regular basis, to a schedule as agreed from time to time by the Board. Meetings may be in person, virtual or hybrid at the chair’s discretion. In the absence of the chair the Board will nominate a member, normally the Senior Independent Director, to chair the meeting, from amongst the non-executive membership.

Decision making

Decisions of the full Board or any committee will normally be taken by consensus, but any member may call for a vote. Where necessary, voting will be by a show of hands and in any equality of voting the chair of each meeting shall have the casting vote. A full record of voting will be included in the minutes of that meeting.

Meeting adjournment

The chair of any meeting shall have the authority to adjourn the meeting for such period as he or she shall consider expedient. The chair shall fix the date and time at which the meeting shall be reconvened either at the time of the adjournment or at any time thereafter.

Quorum

The quorum for full Board meetings will be two non-executive members and one executive. There will be no quorum unless at least one out of the Chair and Chief Executive are present.

The quorum for all committee meetings will be two members of whom at least one should be a Board member.

Apologies for absence shall be given in advance to the Board Secretary or another member of the Corporate Secretariat.

Meetings, and decisions outside of meetings

Meetings may be remote, hybrid or in person. In addition, there may be occasions where it is not possible or practicable for a Board or committee to meet together because of diary conflicts, time constraints or insufficient business. In such cases it may be an option to seek the Board or committee's decision by post, telephone, or electronic means. In such cases all committee members must receive the same information, their views must be shared before a decision is made, and a full record of the decision must be taken and submitted to the next following meeting of the Board or committee (as relevant).

Membership and attendees

Board role   Attendance [eg regular, or specific items/meetings] Voting rights [Y/N] Deputise if absent? [Y/N]
Chair Non-executive member Regular Y Y (by a non-executive member, normally the Senior Independent Director)
Members Six non-executive directors (NEDs)
The Chief Executive and four other executive directors (EDs), comprising:
- Chief Operating Officer
- ED Front Line Regulation
- ED Digital, Data and Technology
- ED Regulatory Policy, Analysis and Advice 		Regular Y NEDs – N
EDs – Y - required 1
(if an ED post is vacant the relevant interim director, if one exists, may attend but may not vote – see ‘Attendees’ below)
Attendees General Counsel and Director of Governance Risk and Assurance
Interim Directors where appointed to cover ED vacancies
Other attendees at the discretion of the Chair		 Regular N Y – permitted (at the Chair/CEO’s discretion on a case-by-case basis)
Secretariat Board Secretary Regular N Y (by another member of the corporate secretariat team)

Footnote for this section

  • 1 in line with deputising arrangements specified in the business continuity plan

Attendance of outside interested parties at meetings

In addition to any staff of the regulator who may be required to attend meetings, the Board or the Chair on their behalf may invite such individuals, members or officials of other organisations as they consider appropriate. However, such invitees will not be entitled to vote.

Secretarial support

The Board Secretary will co-ordinate the despatch of agendas and attend and prepare minutes of all meetings of the full Board, and the non-executive, audit and risk assurance, and remuneration committees. The secretary will not be entitled to vote. The secretary shall maintain minutes and other records associated with board and committee meetings, in accordance with the regulator’s current records management and retention policies. A member of the Corporate Secretariat Team may deputise for any of these functions at the discretion of the Chair.

Minutes of board meetings and committees

Minutes will record decisions reached, reports considered and where appropriate the main points of discussion. They will not generally record the name of the speaker unless specifically requested. Minutes will be despatched to Board members as soon as possible after the meeting.

Board meeting minutes are generally summarised for publication on the regulator’s website; such summaries will be publishable only after the minutes have been approved by the Board.

The minutes of committee meetings will not be published routinely, but the Chair of the regulator may approve publication in any instance where that is considered to contribute to the effective carrying out of the regulator’s functions.

General Counsel

The Board has access as and when needed to the regulator’s General Counsel. There is a standing invitation for the General Counsel to attend Board meetings.

Appointment and removal of internal auditors

The Board, advised by the ARAC, will be informed of the appointment of the Head of Internal Audit and any questions regarding resignation or dismissal.

Declaration of interests

In accordance with the code of conduct for members of the regulator’s board, the chair and board members shall declare any personal or business interests which may be perceived to conflict with their responsibilities as Board members.

Board members and any invited attendees from other organisations should declare as soon as practicable after a meeting begins if they have an interest, financial or otherwise, in a matter being considered. Such declarations should include the interests of immediate family members and persons living in the same household.

As a general rule, members and other attendees should not take part in, and should not be present for, discussions or decisions if they have a financial interest in the matter under consideration, or other interest which is clear and substantial.

In cases of doubt as to the extent to which such members and attendees shall participate, the chair shall decide, and the test should be whether a member of the public, knowing the facts of the situation, might reasonably think that a particular interest could influence the judgement of other members present.

Confidentiality

Written material provided to and discussed by board members and invited attendees from other organisations, and that has not been published, is not only confidential to the regulator but may also constitute restricted information as defined in section 82 of the Pensions Act 2004 as amended or may be legally privileged. Such material is classified as Official – Sensitive – Governance and is therefore subject to controls associated with that classification. Such material, and any other matters which the chair of a meeting deems to be confidential, shall not be disclosed by Board members to any parties external to the regulator and shall not be disclosed by invited attendees from other organisations to any parties external to that organisation. Invited attendees shall also ensure that any individual in their organisation who is passed such material does not disclose it to any party external to that organisation. If in doubt a Board member or invited attendee should consult the Board Secretary.

All written material relating to the regulator’s Board meetings is subject to the Freedom of Information Act 2000. Some items may be published through the regulator’s publication scheme. Information that is not published will be considered for release on request, subject to the exemptions from release allowed for under the Act.

Board members and invited attendees from other organisations should refer any requests for information made to them, to the Board Secretary.

Review

These terms of reference and standing orders should be reviewed as required, but at least annually.

Reviewed and agreed by the Board 21 February 2024.

Appendix A: Terms of reference of the NEC of TPR

1. Status and purpose of the committee

The committee is established under section 8 of the Pensions Act 2004. Its purpose is to keep the regulator’s internal financial controls under review and to determine the terms and conditions for the Chief Executive’s remuneration (subject to the approval of the Secretary of State).

2. Responsibilities

The committee’s responsibilities are:

  1. to keep under review the regulator’s internal financial controls and to assess whether they secure the proper conduct of its financial affairs
  2. to determine the remuneration, subject to the approval of the Secretary of State, of the Chief Executive and to provide oversight of remuneration policy and practices and people matters generally
  3. to prepare a report on the discharge of the above functions for inclusion in the regulator’s annual report

3. Delegating tasks for decision making

The committee has established two sub-committees whose terms of reference have been endorsed by the full Board. The first function above (2a) is delegated to the audit and risk assurance committee and the second (2b) to the remuneration and people committee. The third function above (2c) is delegated to the audit and risk assurance committee and the remuneration and people committee respectively.

The committee will review this arrangement each year and recommend any changes to the board.

4. Decision making

Decisions of the committee will normally be taken by consensus but any member may call for a vote. Where necessary, voting will be by a show of hands and in any equality of voting the chair of each meeting shall have the casting vote. A full record of voting will be included in the minutes of that meeting.

5. Membership and attendees

The committee shall consist of all non-executive members of the Board. It will be chaired by the Chair of the regulator.

The Board Secretary or a member of the Corporate Secretariat Team will provide secretarial support to the committee and take minutes.

The committee may invite executive members of the Board or other staff of the regulator to attend to provide advice.

The committee may ask any executives or other staff attending to withdraw to facilitate open and frank discussion of particular matters.

Board role   Attendance [eg regular, or specific items/meetings] Voting rights [Y/N] Deputise if absent? [Y/N]
Chair Non-executive member Regular Y Y (by a non-executive member, normally the Senior Independent Director)
Members Six non-executive directors  Regular Y N
Attendees Executive board members or other staff as required As required N N
Secretariat Board Secretary Regular N Y (by another member of the corporate secretariat team)

6. Quorum and deputy chair

At least four non-executive members of the board must be present for the meeting to be quorate.

Should the Chair not be able to be present at a particular meeting, the other members should choose one of their number, normally the Senior Independent Director, to chair the meeting.

7. Meetings

The committee will meet at least once each year. The chair may convene additional meetings as deemed necessary, or as requested by a member of the committee. Committee members will generally meet each year, without the chair, generally led by the Senior Independent Director, to reflect on the chair’s contribution to the committee and Board.

8. Reporting

The non-executive committee will report to the board after each meeting.

9. Review

These terms of reference should be reviewed as required, but at least annually.

Reviewed and agreed by the Board 21 February 2024

Appendix B: Terms of reference of the ARAC of TPR

1. Status and purpose of the committee

Status

The committee, ARAC is established as a sub-committee of the non-executive committee of TPR, under section 8 (7) of the Pensions Act 2004. However, in practice ARAC reports and provides assurance to the TPR Board (which includes all members of the NEC).

Purpose

Under Section 8(8) of the Pensions Act 2004 (the Act), the NEC has authorised the ARAC to discharge on its behalf its function under section 8 (4) (a) of the Act, which is to ‘keep under review TPR’s internal financial controls and assess whether they secure the proper conduct of its financial affairs’.

In discharging that function, ARAC supports and advises the Accounting Officer (the Chief Executive) and the Board by providing oversight of TPR’s financial reporting process and use of public funds, corporate governance, the audit process, the system of internal controls including business continuity and information technology, the identification and management of significant risks and its compliance with laws and regulations.

2. Responsibilities

In carrying out the above function, ARAC will advise the Accounting Officer and the Board on:

  1. the strategic processes for risk management, information assurance, internal control and governance and the Governance Statement
  2. the accounting policies, the accounts and the annual report of the organisation, including the process for review of the accounts prior to their submission for audit, the levels of error identified, and management’s letter of representation to the external auditors
  3. the planned activity and the results of both internal and external audit
  4. the adequacy of management responses to issues identified by audit activity, including external audit’s management letter
  5. assurances relating to the management of risk, internal controls, the governance of major programmes and corporate governance arrangements for the organisation
  6. the effectiveness and independence of the external auditor and internal audit services provided as part of the hybrid internal audit function
  7. proposals for tendering internal or external audit services or for the purchase of non-audit services from contractors who provide audit services
  8. anti-fraud policies, whistle-blowing processes, and arrangements for special investigations
  9. provide assurance to the Board that the organisation is properly managing its cyber risk, including appropriate risk mitigation strategies

ARAC will also review annually its own effectiveness and report the results of that review to the Accounting Officer and the Board.

3. Membership and attendees

The ARAC shall comprise between three and five non-executive board members, including the ARAC Chair. At least one member should have a financial qualification or recent and relevant financial experience. The Chair of TPR shall not be a member of the ARAC.

ARAC members and Chair are appointed by the Board (which includes all members of the non-executive committee). Their initial term of office on ARAC will usually expire at the same time as the term of office on the Board that they are serving when the appointment to ARAC is made. If they are subsequently reappointed to Board they may be considered for reappointment to ARAC.

ARAC meetings will normally be attended by the Chief Executive, the General Counsel and Director of Governance, Risk and Assurance, the Executive Director of Finance and Corporate Services and/or the Director of Finance, the Head of Internal Audit and the Head of Risk and Assurance. Also, representative(s) from internal audit services and external audit – including (if appropriate) any sub-contractor appointed by the National Audit Office (NAO) – and a representative of DWP.

ARAC may ask any other executive member of the Board or staff of the organisation, or any other person, to attend to assist it with its discussions on any particular matter.

The Board Secretary or a member of the Corporate Secretariat team will provide secretarial support to the committee. Minutes will be taken at each meeting.

Committee role   Attendance [eg regular, or specific items/meetings] Voting rights [Y/N] Deputise if absent? [Y/N]
Chair Non-executive committee member Regular Y Y (by another ARAC member)
Member Two non-executive committee members Regular Y N
Attendees

Chief Executive,
General Counsel and Director of Governance Risk and Assurance,
ED of Finance and Corporate Services and/or the Director of Finance,
Head of Internal Audit,
Head of Risk and Assurance,
Representative(s) from internal audit services,
Representative(s) from external audit – including (if appropriate) any sub-contractor appointed by the NAO,
Representative of DWP.

 Regular N Y
Secretariat Corporate Secretariat Regular N Y

4. Quorum and deputy chair

At least two members of the ARAC at the time should be present for the committee to be quorate.

Should the chair not be able to be present at a particular meeting, the other members should choose one of their number to chair the meeting.

5. Decision making

Decisions in relation to the matters set out in section 2 above will be taken by the majority. In the case of equal votes, the Chair of the ARAC will have a casting vote or can refer the matter up to the full Board for further consideration. A full record of voting will be included in the minutes of that meeting.

Decisions may be taken by correspondence at the discretion of the chair; for example, if a decision needs to be taken before the date of the next available meeting.

The committee may:

  1. co-opt additional members (not members of TPR staff) for a period not exceeding a year to provide specialist skills, knowledge and experience
  2. procure specialist ad-hoc advice at the expense of TPR, subject to budgets agreed by the Board
  3. require any member of TPR to report on the management of risk or the control environment within their area(s) of responsibility

6. Access

The General Counsel and Director of Governance Risk and Assurance, Head of Internal Audit, Head of Risk and Assurance, Head of Enterprise Compliance and Counter Fraud, Senior Information Risk Owner and the representative(s) of external audit will have free and confidential access to the chair of the ARAC.

7. Meetings

The ARAC will meet at least four times each year. Meetings may be in person, virtual or hybrid. The chair of the ARAC may convene additional meetings, as deemed necessary.

Any ARAC member or attendee who becomes aware of a potential conflict of interest relating to matters being discussed by the committee should give prior notification to the Chair and the Board Secretary or, if this is not possible, declare this at the meeting and, where necessary, withdraw during discussion of the relevant agenda item.

The ARAC may ask any or all of those attending a meeting but who are not members to withdraw to facilitate open and frank discussion between members of ARAC of particular topics or matters.

The Accounting Officer or the Board or the Non-Executive Committee may ask the ARAC to convene further meetings to discuss particular issues on which they want the ARAC members’ advice. Meetings shall only be cancelled with the express agreement of the Chair of ARAC.

8. Reporting

The committee provides assurance to the Board and, when it is not satisfied with any aspect of TPR’s internal controls or reporting, it shall report its views to the Board (which incorporates all members of the NEC), and the Accounting Officer.

ARAC should provide the Board with advice on the continued appropriateness of the risk strategy and risk appetite in light of TPR’s purpose, values, corporate strategy and strategic objectives and notify the Board and Accounting Officer promptly of any actual or likely material breaches of risk appetite.

The chair of ARAC will formally report to the Accounting Officer and the Board bi-annually providing a summary of the ARAC’ s progress and priorities. The Board will receive the minutes of ARAC meetings, ensuring in presentation that any advice to the Board is made clear. In addition, at the end of each financial year, the ARAC will provide a report that supports the finalisation of the accounts and the Governance Statement. It will include an assessment of ARAC’s effectiveness, explaining how it has discharged its responsibilities in accordance with the HMT Audit and Risk Assurance Committee Handbook, and the guidance contained in the complimentary NAO Audit Committee self-assessment checklist. The assessment will highlight if there has been any significant non-compliance with the five good practice principles contained in the HMT handbook.

ARAC is included in the Board Effectiveness Review that is conducted by an independent entity every third year, the results of which are reported to the Board.

9. Information requirements

ARAC will be provided with the following information in accordance with its agreed programme of business during the course of the year:

Risk

  1. Reports summarising any significant changes to the organisation’s top risks and a copy of the risk register. In addition, the ARAC will commission 'deep dives' into specific risks or areas.
  2. Reports on the organisation’s risk framework and management strategy.
  3. Reports on the organisation’s risk appetite.

Risk assurance

An assurance report will be provided to each meeting to update on assurance activities, including updates on:

  1. corporate governance
  2. regulatory assurance
  3. controls assurance
  4. information risk and cyber security
  5. data governance and data security
  6. third party supplier assurance and management
  7. the organisation’s major change initiatives

Internal audit

Progress reports from the Head of Internal Audit summarising:

  1. key issues emerging from internal audit work
  2. management actions in response to audit recommendations and anticipated completion dates for all critical, high and medium risk recommendations
  3. any changes to the annual internal audit plan
  4. audit assurance
  5. work performed (and a comparison against planned work) for current internal audits in progress
  6. any resourcing issues (should they arise) that affect the delivery of internal audit objectives
  7. the Internal Audit Strategy
  8. the Internal Audit Charter
  9. the Head of Internal Audit’s annual opinion and report
  10. quality assurance reports on the internal audit function

External audit

External audit’s draft Annual Strategy document (to include reference to audit fee and NAO engagement letter), and the version that is agreed.

Progress reports from the external audit representative(s) summarising work done and emerging findings.

External audit’s management letter and audit opinion.

Other key documents to be provided:

Governance
  1. The draft Governance Statement.
  2. The draft accounts of the organisation.
  3. Documentation on anti-fraud policies, whistle blowing processes and the outcomes of any related investigations.
Reports
  1. Report on co-operation between internal and external audit.
  2. Report on any proposals to tender for audit services.
  3. Annual Health and Safety report.
  4. Reports on the management of major incidents, 'near misses' and lessons learned, developments in corporate governance arrangements, any changes to accounting policies, and any other reports commissioned from time to time by the committee.
Proposals
  1. Proposals on changes to governance of major change initiatives.
  2. Proposals for the terms of reference of both internal and external audit.

10. Terms of Reference review

ARAC will review these terms of reference every year, seeking feedback from members and attendees. The results and recommended changes will be submitted to the Board (which incorporates all members of the Non-Executive Committee) for approval as Appendix B of the Board’s Standing Orders.

Reviewed and agreed by the Board 21 February 2024

Appendix C: Terms of reference of the RAPCO of TPR

1. Status and purpose of the committee

Status

The committee, RAPCO, is established as a sub-committee of the TPR NEC, under section 8 (7) of the Pensions Act 2004. However, in practice RAPCO reports and provides assurance to the TPR Board (which includes all members of the non-executive committee).

Purpose

Under authority of the NEC and on its behalf, to discharge the duty to determine the remuneration, subject to the approval of the Secretary of State, of the Chief Executive and to provide oversight of TPR’s remuneration policy and practices and people matters generally.

2. Responsibilities and decision-making remit

Under Section 8 (8) of the Pensions Act 2004 (the Act), the NEC has authorised RAPCO to:

  1. discharge its function as set out under Section 8 (4) (b) of the Act, which relates to the remuneration and terms and conditions of any Chief Executive appointment further to paragraph 8(4)(b) of Schedule 1 of the Act
  2. approve annual bonuses, performance ratings, development plans and successions plans for the Executive Directors and the CEO
  3. provide oversight of TPR’s remuneration policy and practices, and people matters generally
  4. in relation to people matters, TPR Board has designated this to include overseeing the implementation of TPR’s People and Culture Strategy (based on TPR’s strategy), providing strategic direction and advice, monitor progress against the People Strategy’s identified success criteria and milestones, and to provide necessary challenge on the strength and effectiveness of the plans, policies and priorities underpinning its People Strategy

Under paragraph 20(1) of Schedule 1 of the Pensions Act 2004, the Board has delegated to RAPCO, with the agreement of the NEC, the following responsibilities to:

  1. provide advice to TPR in relation to Chief Executive and Executive remuneration and conditions, to support relevant business cases to Treasury and the Secretary of State. Consider proposals from the Chair of the Board on the performance and remuneration of the CEO
  2. approve the CEO’s and ExCo members performance ratings including performance pay and bonus
  3. approve the annual objectives of the CEO and Executive Directors
  4. give due consideration to all relevant laws and regulations. The Committee will take proper account of Government guidance, for example Managing Public Money, Treasury Pay Remit guidance and senior pay in reaching their determinations
  5. consider executive development and succession planning, considering: the challenges and opportunities facing TPR; and the skills and expertise required in the future
  6. review the key objectives within TPR’s People and Culture Strategy and reward approach, with the purpose of ensuring all elements of TPR’s internal and external people obligations and aspirations are identified, with accompanying strategies, action plans and measures in place to monitor progress. In considering these objectives the committee shall have regard to the TPR’s commitments as set out in the Equality, Diversity and Inclusion Strategy
  7. consider other resources and people matters as requested by the Non-Executive Committee or the Board
  8. engage directly with the workforce through occasional attendance at TPR engagements
  9. review the balance of skills, knowledge, experience and competencies of the Board, considering future challenges and opportunities and taking any relevant recommendations from the Board Effectiveness Reviews into account, and update the Board accordingly

3. Membership and attendees

RAPCO shall consist of at least two non-executive members of the TPR Board. Their initial term of office on RAPCO will usually expire at the same time as the term of office on the Board that they are serving when the appointment to RAPCO is made. If they are subsequently reappointed to the Board they may be considered for reappointment to RAPCO.

The Chair of the Board shall not be a member of this committee because of their role as line manager of the CEO. No members of this committee may be executive members of the Board or staff of TPR.

The membership and chair of RAPCO shall be proposed by the Chair of the Board and agreed by the Board (which incorporates all members of the non-executive committee).

The RAPCO chair may nominate any other member of RAPCO to deputise as chair for a particular meeting.

The Board Secretary or a member of the Corporate Secretariat Team will provide secretarial support to RAPCO. Minutes will be taken at each meeting.

Other TPR staff may attend at RAPCO’s request to provide information or subject matter expert advice.

Committee role   Attendance [eg regular, or specific items/meetings] Voting rights [Y/N] Deputise if absent? [Y/N]
Chair Non-executive committee member Regular Y Y (by another RAPCO member)
Member Two non-executive committee members Regular Y N
Attendees

Chief Executive,
Director of People and Culture

Regular
Regular

N
N

Y?
Y
Secretariat Corporate Secretariat Regular N Y

4. Quorum and deputy chair

Two members must be present for the meeting to be quorate.

Should the chair not be able to be present at a particular meeting, the other members should choose one of their number to chair the meeting.

5. Decision making

Decisions of RAPCO will normally be taken by consensus, but any member may call for a vote. Where necessary, voting will be by a show of hands and in any equality of voting the chair of each meeting shall have the casting vote. A full record of voting will be included in the minutes of that meeting.

Decisions may be taken by correspondence at the discretion of the chair; for example, if a decision needs to be taken before the date of the next available meeting.

6. Meetings

RAPCO shall meet at least twice a year. The Chair of the Board and the CEO may ask RAPCO to convene further meetings to discuss particular issues where RAPCO’s advice is wanted. Meetings may be in person, virtual or hybrid.

7. Reporting

RAPCO will prepare a report on the discharge of the responsibilities that the NEC has authorised it to perform on its behalf for inclusion in TPR’s annual report and will submit draft minutes of its meetings to the Board (which includes all members of the NEC). The RAPCO Chair will provide a formal report of the committee’s work to the Board at least twice a year.

RAPCO will be included in the Board Effectiveness Review that is conducted by an independent entity every third year, the results of which are reported to the Board.

8. Terms of Reference review

RAPCO will review these Terms of Reference every year, seeking feedback from members and attendees. The results and recommended changes will be submitted to the Board (which incorporates all members of the NEC) for approval as Appendix C of the Board’s Standing Orders.

Reviewed and agreed by the Board 21 February 2024

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