Member Nominated Directors

Introduction

Since 31 October 2007, the Pensions Act 2004 ('the Act') requires the Trustee of the TRW Pension Plan (TRW Pensions Trust Limited) to put in place arrangements for at least a third of its directors to be nominated by Plan members.

The arrangements must:

The principles for how the Trustees should decide on the arrangements are:

Number of Member Nominated Directors (MNDs)

TRW Pensions Trust Limited currently has nine directors. The number of MNDs is three.


The nomination process

The selection process

Once the nominations have been received, the nominees with fully completed applications enter a selection pool. A Trustee Appointment Committee will review the nominees in the selection pool in order to shortlist up to three candidates for the vacancy on the Board. A Trustee Sub-Committee will then decide upon the ultimate appointments by majority decision.

Criteria for appointments


Arrangements for future MND appointments

In order to ensure that any vacancies are filled as quickly as possible, rather than seeking nominees at the time a vacancy arises, a pool of nominees will be retained. An invitation for nominations to be included in the pool will be issued in the Plan’s annual newsletters. A nomination will remain valid for five years. This means that if a member is not selected for the first vacancy which arises following his or her nomination, this would not prevent the member from being selected in relation to a subsequent vacancy.

Term of office and resignations of MNDs

Term of Office

MNDs will generally be appointed for a term of office of 4 years.

Resignations and removal of MNDs

MNDs are able to resign from office at any time and it is also possible for all of the other directors of TRW Pensions Trust Limited to resolve to remove an MND from office. In addition, an MND's term of office will automatically be reviewed if he or she moves from one category of membership to another (for instance, when a deferred pensioner retires). In these circumstances, the outgoing MND (if willing to continue as an MND) will be treated as having been validly nominated and automatically shortlisted for the resulting vacancy.

If an MND leaves office before the expiry of his or her term of office, the selection process will be implemented using the pool of current nominations so that a suitable replacement is found as soon as possible. At the end of the term of office, an MND can be re-nominated provided that he or she continues to satisfy the criteria set out above.

Future reviews of the MND arrangements

These arrangements can be reviewed by the Trustee Board at any time. In accordance with guidance from the Pensions Regulator, it is proposed that the arrangements will be formally reviewed after three years. That is, of course, unless a significant event should occur which would make it appropriate to review the arrangements earlier.

Documents relating to this section:


Download full details of MND arrangements


The role of a Trustee

application form and questionnaire