As 2020 drew to a close we saw some high-profile examples of TPR getting tough on governance. These included one trustee board having to replace every single member after failures relating to conflicts of interest and poor board culture (failings relating to trust, openness and mutual respect) and banning one set of trustee directors after cumulative governance failings demonstrated a lack of competence, capability and integrity.

It may be tempting to leave questions of governance until ‘time permits’, as pressing priorities push them down the agenda. But without the right governance structure, culture and people in place, good decision-making suffers in the here and now and regulatory consequences may follow. We explore below potential governance problems that trustee boards may experience, some of which have led to recent intervention by TPR.

1. Poor board culture

Great culture lies at the heart of good governance. This refers to the manner in which the board conducts itself, the relationship the trustees have with one another and other key stakeholders and advisers. It is central to how effectively the board works as a collective when tackling decisions and issues. One of the key factors in the construction of a good culture is that all members of the board feel willing and able to contribute to discussions. Board members who do not feel their opinion is valued, or that they are given time to contribute, interferes with the decision-making process and may lead to a negative impact on ultimate member outcomes. The Chair of the board has a crucial role here, and part of effective leadership is the encouragement of open and constructive debate from all trustees. 

2. Rushed decisions

Lack of effective meetings and business planning could lead to uninformed or rushed decision-making. Last minute changes to meeting agendas or late meeting papers may result in trustees being unprepared for meetings. For effective decisions to be made, it is essential that trustees arrive to meetings fully briefed on the agenda and are prepared to discuss each item, understanding the decisions they will need to make. Clear, comprehensive business plans allow for timely decision-making, improved efficiency and, as a result, good member outcomes. Trustees should be provided with additional support and training where needed before making decisions.

3. Conflicts of interest

Processes should be in place to identify, monitor and manage conflicts of interest for the pension scheme. Failure to identify conflicts as they arise could incite unduly influenced, negative or inappropriate decisions or result in unfair treatment to particular groups of members. The board should question the individual trustee’s ongoing role where the conflict is serious or unmanageable. Questionable actions in relation to conflicts from trustees should be raised with the board and dealt with accordingly.

So, what might be the consequences of bad governance practices?

As we have seen recently, failure to comply with good governance standards could result in TPR intervention leading, in the most serious case, to removal of trustees or compulsory replacement with professional trustees. In some cases, this may even lead to trustees being banned from acting as directors again in the future.

Trustee actions have significant consequences on both the pension scheme and sponsor’s reputation, so poor governance and resulting intervention could result in a lack of confidence in the management and security of the pension scheme. Attending to governance issues really cannot wait…