What does TPR say?
The main points of TPR’s guidance on Roles and Responsibilities are:
- Be strategic, clear on your objectives and focus on what matters as a board.
- Be accountable for and oversee all activities, including delegated activities.
- Align the governance structure so that it is proportionate to your scheme’s risk and complexity.
- Understand roles and responsibilities of all those involved in the running of the scheme and decision making governance structures and processes. Document them clearly.
- Act in the best interests of all beneficiaries, ensuring good governance and delivering good outcomes.
What do you think?
We asked you four questions about Roles and Responsibilities in our mini-survey last month. Most respondents were trustees, several were Chairs. Trustee training, support, delegation and use of committees are areas you identified as vital to help trustees keep abreast of their responsibilities and deliver workplans.
Here are the results:
- The main role challenges you identify are staying current with trustee responsibilities and what’s expected by TPR, and having enough support of the requisite quality to help get trustee work done well.
- Training or updates on roles and responsibilities feature in many trustee board’s workplans for 2017 and/or 2018, but not all.
- The majority say their trustee board plans to delegate more work over the coming year.
- Most intend to increase committee workloads with a good proportion planning to set up or add to their committee structure.
Please take a look at our content on Purpose & Strategy, TPR’s latest theme in the 21st Century Trustee campaign. We’ve included another mini survey with 4 questions that are quick to do and we would appreciate your views.Take Our Survey
What do we think?
We welcome TPR’s 21st Century Trusteeship campaign. The first in TPR’s series of key governance topics is roles and responsibilities. There are many good points in the guidance, which is wide-ranging in its coverage, also flagging investment and administration governance which are complex areas to get right.
In this piece we look at some of the building blocks that our clients have used to ensure roles and responsibilities are clearly defined and implemented, to govern strongly across the Trustee’s remit.
We’d all agree with TPR that having clarity on the role of the trustee board, its powers and responsibilities, and the roles and responsibilities that are delegated is vital. This also assumes each trustee, and each delegate, understands their own role. In practice this can be harder to achieve.
Thoughtful, written role descriptions are needed, backed up by training and individual discussion. But these can only go so far. The foundations can be cemented through trustee board discussion, through mentoring, and through clarity on what’s expected – flagged well in trustee papers, signposted again in meetings, and highlighted with real examples as work progresses.
The trustee chair needs to lead on this and will need good support. How is the chair appointed and do they have the necessary skills? Does the chair ensure the trustee board understands its powers and knows how to do a good job, collectively? Is the chair confident that each trustee understands and can fulfil their own role? Does the chair lead and exemplify the trustee culture?
Board discussion of roles, values and motivations for the role builds trust and helps recognise diversity of view and experience. A good chair can add a lot of value by openly exploring what makes the board tick.
Next, the trustee board at work. To behave as a confident but essentially non-executive body, trustees need to focus time on what is most important. Is the strategy clear and well understood? Does the business plan reflect the right objectives? Do meeting papers help or hinder their ability to make the progress needed?
“There is no such thing as a dumb question”. Asking what is essential for the trustees to understand and do, and to what level of detail, is not a dumb question. Nor is questioning how board papers can make it easier. Having a ‘questions on the papers’ call with the Secretary ahead of meetings can work wonders.
The trustees need to think regularly about what support and time they need. And to review whether the governance structure is right, with clear delegations and reporting. Who needs to do what? What is different from the past way of doing things? Have we got the right committee structure and resources involved in supporting these?
Turning to trustee resources. They are the executive element of the board’s operations, both supporting and driving the functioning of the trustee. Are resources in an in-house team? Are they outsourced to a provider, maybe to more than one firm? A mixture? How are they accountable and to what extent are their responsibilities defined? Is this accountability understood, documented and followed through?
The way in which the trustee’s resources ‘lead’ work with advisers and providers is critical. Often, the team takes on an oversight, contract management and governance role whilst the bulk of delivery falls with the actuary, administrator and so on. Arrangements need to be tightly defined and monitored.
A potentially sensitive role issue is the inherent conflict of interest if the pension manager wears both a sponsor and trustee hat. The trustee needs to ensure the right advisers and contingencies are available.
So, the number of people circling a trustee board and inputting into the strategy, day-to-day management and operation of a pension scheme is a complex matrix. You can paint a cast of characters across a DB or DC canvas.
They all have different roles. They may have different expectations, cultures. Trustees must aim to align these in setting the scheme of delegations and in marrying it successfully with ways of working.
Clarity of roles and responsibilities with a shared understanding of how all involved are expected to work together makes life better.
For the trustee board it underpins delivery of the scheme strategy, excellent engagement and robust decision-making.
For beneficiaries it makes the difference between good, unsatisfactory and poor scheme outcomes.
What others do
Clear roles and responsibilities
Moving away from entrenched views to a more strategic-focus. Helping the board work as a unit and enabling nimble and more effective decision making.
We worked with the chairman and pensions team of this scheme to help a board that was entrenched in outdated views and ways of working to develop into a more strategic-focused and nimble board making decisions more smoothly.
To help align all trustees to new ways of working, a trustee charter and trustee role profiles were developed which focus on the trustee’s responsibilities, particularly in respect of decision making. Annual trustee 1-1s have been built into the business plan to review trustee performance against the role profile and discuss development expectations. Training or “best practice” sessions relevant to the upcoming workplan have been brought in, to help the trustees focus on milestones to reach strategic outcomes.
Trustee behaviours and good chairing
Giving the board the tools to deal with difficult Trustees and negative behaviours. Enhancing trust, recognising the impact of positive behaviours on ways of working and decision making for the benefit of the scheme and its beneficiaries.
This was a sensitive assignment with a trustee board that had experienced a difficult set of circumstances and was not working well together. There was a need to clarify roles, rebuild trust and decide what kind of chair was needed for the future.
One of the powerful ways the trustees did this was through a series of workshops which we facilitated for them. ‘Difficult issues’ were surfaced and discussed non-judgmentally to enable all trustees to be heard.
Outcomes of this work included skills development and a code of conduct, clearer role profiles and an improved training plan. The soft skills ideally needed in the next chair were recognised and a robust search and shortlisting process was undertaken to achieve that appointment. A revised trustee remuneration policy was also researched and implemented.
Testing the Trustee delegations
Documenting roles and responsibilities in a framework of delegations to clarify who does what, who makes decisions, who provides input and reports. Building in KPIs to monitor and measure performance. Creating cost and time efficiencies in the running of the scheme and providing assurance to the board that it can focus on what matters knowing that day-to-day activities are undertaken at the right level.
Muse has worked with many trustee boards to produce documented roles and responsibilities frameworks. We help them test and update the responsibilities of all people involved in governing, managing and operating their schemes. Recently clients have wanted to check their scheme governance structure and delegations are right for what they need, and any changes to help the trustee board focus on its strategy and bring decisions through more easily.
Clearer responsibilities, terms of reference and service levels typically result, which can also have a valuable effect on the costs of running the scheme and/or the value of what people are doing.
Clients have said their updated framework is their reference check on what’s expected. It’s an oversight tool to test if delegations are still working effectively and on key risks. It’s a practical day-to-day guide for each trustee and the pensions team. And a vital source of induction for trustees and the pensions team.
How can we help?
- Help you identify and document the responsibilities of the board, your committees, your executive support, advisers, providers and sponsor to help you ensure that the strategy gets delivered, with all pulling together.
- Review your governance structure to test that it is fit for purpose:
- does it support the work you are trying to do, are you able to focus on priorities or do you get bogged down in the detail?
- how can it be aligned with what’s needed and the risks facing the scheme?
- do terms of reference accurately reflect the work of committees and SLAs the work of service providers?
- Review your investment governance – help you identify how decisions can best be made given the complexities and risks of the scheme and the desired outcomes.
- Take stock of the board’s effectiveness, identify strengths and weaknesses, surface issues and see how to make changes in positive ways which will benefit the scheme.
- Consider trustee succession issues and the sustainability of the governance structure for the future.
- Learn from what other trustee boards are doing and pick up governance pointers as well as pitfalls from relevant experience of corporate and other boards operating outside pensions.
- Look afresh at the board’s strategic focus, balance of skills, ways of working, use of advisers, meeting papers and decision making. Are these helping to make the progress needed, any changes needed?
- Consider trustee development – aligning skills, competencies, behaviours and training with values, roles, responsibilities and future plans. Help Chairs and trustees understand their contribution and how this can be developed to help the board perform well in a complex, changing environment.
- Develop or review role profiles to support trustee elections/selections, induction and to provide a benchmark for expectations of what it means to be a trustee and commit to the role. This can help bring all trustees to the same level of understanding about their expected contribution and ongoing development requirements.
Roles and responsibilities
Muse Advisory helps trustees and companies to better govern and manage their pension schemes. We believe that good governance leads to improved outcomes for members; through better fund performance, effective and proportionate management of risk, value for money and cost efficiencies and strategic and dynamic decision making.