Board committees

Board committees

Audit committee

The Audit committee is responsible for reviewing the group’s accounting policies; any published financial information; management’s approach to internal controls; as well as monitoring the group’s compliance with any tax obligations.

Investment and capital management committee

The Investment and capital management committee oversees the investment strategy for the group and makes recommendations which take into account the regulatory capital requirements. The committee also has responsibility for overseeing the investment consultants and asset managers who provide services to the group; the process of their appointment and removal; as well as reviewing regulatory and industry investment developments and making appropriate changes to the investment strategy.

Governance committee

The Governance committee is responsible for recommending proposals in respect of the group’s risk appetite and monitoring its overall risk profile. It is also responsible for overseeing the group’s strategy and major infrastructure projects; setting the overall principles and the structure and composition of the board; and other board governance matters.

Operational risk and reputation committee

The operational risk and reputation committee oversees the group’s conduct and reputational risks. It is also responsible for overseeing the group’s regulatory compliance and business continuity arrangements.

Remuneration committee

The Remuneration committee is responsible for all remuneration matters arising within the group.

 

Terms of reference

Terms of reference for the board of directors
  • Agreement of strategic objectives, annual plans and targets
  • Monitoring performance against key financial and non-financial objectives
  • Approval of financial statements and key reserving and valuation assumptions
  • Overseeing the systems for internal controls and risk management
  • Setting standards in governance matters
  • Review of the performance of the various committees of the board
  • Authorisation of senior appointments
Terms of reference for the audit committee

Definitions 

annual report

The annual report and financial statements of the group

board

The board of directors of the society

chairman

The chairman of the board

committee

The audit committee of the society

director

A director of the society

governance committee

The governance committee of the society

remuneration committee

The remuneration committee of the society

group

The society and its operating subsidiaries

management

The chief executive, any executive directors and heads of departments

regulators

The Prudential Regulation Authority and Financial Conduct Authority

secretary

The Secretary of the society

society

Dentists’ Provident Society Limited

Membership 

The committee will comprise at least three members. The members of the committee will be appointed by the board, on the recommendation of the governance committee in consultation with the chairman of the committee.

The committee will be comprised of independent non-executive directors and at least one of whom shall have recent and relevant financial experience, as defined in the board handbook. The committee will consider annually whether it has access to appropriate financial expertise. The chairman shall not be a member of the committee.

Appointments of the independent non-executive directors to the committee will be for a period of up to three years which may be extended by additional three-year periods subject to the director remaining eligible for membership of the committee.

The chairman of the committee will be appointed by the board upon advice of the governance committee.

Meetings

The committee will meet at least four times a year and at any other time if required. Scheduled meetings of the committee will be held between three and four weeks before the relevant board meeting.

The chairman or the chairman of the committee may request that an additional meeting be held at any time. Any member of the committee, the chief executive, the external auditors or the internal auditors may request the chairman of the committee to convene a meeting at any time.

At least once a year, the committee will meet with the external and internal auditors without the executive directors and management present to discuss their remit and any issues arising from the audits.

Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to all attendees, no later than five working days before the date of the meeting. Supporting papers shall also be sent to all attendees at the same time.

Quorum 

The quorum for meetings will be two members. In the absence of the chairman of the committee or where the committee meets to discuss the chairman’s performance, the members present will elect one of themselves to chair the meeting.

Secretary 

The secretary, or their nominee, shall act as the secretary to the committee and ensure that the committee receives the information and documents in a timely manner to enable it to effectively discharge its duties.

Attendees 

  • Head of finance (mandatory)
  • Head of actuarial services (mandatory)
  • Internal auditors (by invitation of the committee or upon request)
  • External auditors (by invitation of the committee or upon request)
  • Any director, officer, employee or advisor of the society (by invitation of the committee)

The attendees may be collectively or individually requested to withdraw from any meeting of the committee if requested to do so by the chairman of the committee.

Reporting 

The minutes will be circulated to all directors as part of the board pack issued after the meeting unless the committee decides, with the approval of the chairman, that it would be inappropriate to do so in whole or in part.

The chairman of the committee will brief the board on the committee’s discussions at the board meeting.

The committee shall make any recommendations it considers appropriate to the board, on any area within its remit where action or improvement is needed.

A description of the committee’s responsibilities and activities during the year will be disclosed in the annual report. The chairman of the committee, or an appointed nominee, will also be available at the annual general meeting to answer questions in connection with the work of the committee.

Authority 

The committee’s authority extends to all relevant matters relating to the group.

The committee has authority to investigate any matters within its responsibilities and to obtain such information as it may require from any director, officer or employee of the group.

The committee is authorised to engage any independent advisors at the expense of the group, and invite them to attend meetings.

Induction and training 

The committee will put in place suitable arrangements for the induction of new members of the committee and for the ongoing training of existing members as appropriate.

Responsibilities of the committee

Review of:

  • the group’s accounting policies
  • the form and contents of any published financial information, including the annual report
  • disclosure process and controls
  • management’s approach to internal controls
  • the adequacy and scope of the external and internal audit functions
  • compliance with regulatory and financial reporting requirements.

Providing assurance to the board that control processes are complete and effective.

Providing advice to the board on whether the annual report taken as a whole is fair, balanced and understandable and provide the information necessary for the members to assess the group’s performance.

The committee will also report to the remuneration committee any internal control or accounting issues that it believes should be taken into account when considering executive remuneration.

Reviewing reports on control issues that require management action.

Reviewing the group’s internal controls, including:

  • the adequacy of the system of internal control and how management ensures the effectiveness of internal control systems.
  • the statements on internal control systems within the annual report prior to the approval by the board.
  • discussing with the group chief executive and head of finance whether there are any significant weaknesses in the group’s internal controls that could adversely affect its ability to record, process and report information or any fraud involving employees.

Monitoring the integrity and reliability of the group’s published financial information and announcements relating to its financial performance.

Monitoring and reviewing the group’s compliance with any tax obligations.

Reviewing the significant financial reporting judgements contained in the financial statements and approving all announcements prior to publication.

Reviewing any areas of significant judgement within the financial statements and other published financial information, including:

  • any changes in the group’s accounting policies or practices
  • the application of accounting standards
  • the methods used to account for significant or unusual transactions
  • adjustments arising from the audit
  • the appropriateness of the going concern statement made by the board
  • the disclosures of any legal and regulatory matters
  • the statement of directors'

Oversight of the relationship with the group’s external auditors, including:

  • reviewing and making recommendations to the board, regarding the appointment, reappointment and removal of the external auditors, and on tendering of the external audit contract from time to time
  • considering and making recommendations to the board on the remuneration and terms of engagement of external auditors
  • monitoring and discussing with the external auditors, their relationship with the group and the internal auditors, ensure that there are no inappropriate restrictions on the scope of their work
  • regularly reviewing the policy and arrangements for the provision of non-audit services by the external auditors
  • holding private discussion with the external auditors at least once a year
  • reviewing the work, findings and recommendations of the external auditors and confirming that there are no material unresolved issues in relation to the society or the group
  • regularly assessing the qualifications, resources and effectiveness of the external auditors
  • monitoring and overseeing the external auditor’s compliance with professional guidance on the rotation of the audit partners
  • reviewing and assessing regularly, the independence and objectivity of external auditors and the effectiveness of the audit process, taking into account relevant regulatory and professional requirements.

Oversight of regulatory reporting, including:

  • reviewing arrangements established by management for compliance with regulatory financial reporting and best practice requirements including the requirements and recommendations of relevant regulatory or supervisory bodies
  • reviewing any letters to the board from the regulators and the associated management responses; and
  • reviewing all reports commissioned from the society’s auditors or another firm appointed by the regulators under Section 166 of the Financial Services and Markets Act 2000 and the minutes of the any meetings between the society, the auditors and the regulators, together with any other matters of significance arising with respect to returns and reports submitted to the regulators.

Monitoring and reviewing the effectiveness, independence and objectivity of the internal audit, including:

  • approving and reviewing the appointment and removal of the internal auditors
  • reviewing the scope, nature and effectiveness of the work of the internal auditors, undertaking an annual review of the terms of engagement and reviewing their performance against the agreed objectives
  • reviewing the effectiveness of the reporting lines and unrestricted access of the internal auditors to the chief executive
  • approving the fees paid to the internal auditors and the internal audit objectives
  • holding private discussion with the internal auditors at least once a year
  • reviewing the internal audit programme and the budget
  • reviewing the effectiveness of the relationship and collaboration between the internal and external auditors
  • reviewing the reports from the internal auditors, including details of outstanding internal audit recommendations and comments on outstanding high priority issues
  • considering the independence and objectivity of the internal audit function.

Review the management’s response to comments from the auditors, regulators, or the committee.

Overseeing the procedures for receiving, handling and independently investigating complaints and concerns regarding accounting, internal financial controls or auditing matters (including internal, anonymous or confidential complaints and concerns from employees).

Assess the effectiveness of the committee by:

  • conducting an annual self-assessment and report conclusions and recommendations for change to the board.
  • considering whether or not the committee receives adequate and appropriate support in fulfilment of its role and whether or not its current workload is manageable.

Responsibilities of management

Management will ensure that all information required by the committee to discharge its responsibilities is provided promptly. Management will also ensure that matters of material concern that are relevant to the committee’s responsibilities are brought to its attention promptly.

Amendments to terms of reference

The committee will review its terms of reference on an annual basis and recommend any amendments to the board.

 

 

 

Terms of reference for the investment and capital management committee

Definitions 

annual report

The annual report and financial statements of the group

chairman

The chairman of the board

chief executive

The chief executive of the group

committee

The investment and capital management committee of the society

board

The board of directors of the society

director

A director of the society

group

The society and its operating subsidiaries

society

Dentists’ Provident Society Limited

regulators

The Prudential Regulation Authority and Financial Conduct Authority

remuneration committee

The Remuneration Committee of the society

secretary

The Secretary of the society

Membership

The committee will comprise at least three members. The members of the committee will be the chairman, chief executive and the society’s head of actuarial services.

The committee will consider annually whether it has access to appropriate investment and actuarial expertise. The chairman of the board shall not be the chairman of the committee.

Appointments to the committee will be for a period of up to three years which may be extended by additional three-year periods subject to the individuals remaining eligible for membership of the committee.

The chief executive shall be the chairman of the committee.

Meetings

The committee will meet at least four times a year and at any other time if required. Scheduled meetings of the committee will be held between three and four weeks before the relevant board meeting.

Any member of the committee may request that an additional meeting be held at any time. The head of finance, the society’s investment advisors, the external auditors or the internal auditors may request the chairman of the committee to convene a meeting at any time.

Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to all attendees, no later than five working days before the date of the meeting. Supporting papers shall also be sent to all attendees at the same time.

Quorum

The quorum for meetings will be two members. In the absence of the chairman of the committee, the members present will elect one of themselves to chair the meeting.

Secretary

The secretary, or their nominee, shall act as the secretary to the committee and ensure that the committee receives the information and documents in a timely manner to enable it to effectively discharge its duties.

Attendees

  • Head of finance (mandatory)
  • Any director, officer, employee or advisor of the society (by invitation of the committee)

The attendees may be collectively or individually requested to withdraw from any meeting of the committee if requested to do so by the chairman of the committee.

Reporting

The minutes will be circulated to all directors as part of the board pack issued after the meeting unless the committee decides, with the approval of the chairman, that it would be inappropriate to do so in whole or in part.

A description of the committee’s responsibilities and activities during the year will be disclosed in the annual report. The chairman of the committee, or an appointed nominee, will also be available at the annual general meeting to answer questions in connection with the work of the committee.

Authority

The committee’s authority extends to all relevant matters relating to the group.

The committee has authority to investigate any matters within its responsibilities and to obtain such information as it may require from any director, officer or employee of the group.

The committee is authorised to engage any independent advisors at the expense of the group, and invite them to attend meetings.

Induction and training

The committee will put in place suitable arrangements for the induction of new members of the committee and for the ongoing training of existing members as appropriate.

Responsibilities of the committee

Oversight of asset managers providing investment management services to the group.

Oversight of investment strategy for the group, including:

  • developing and making recommendations on the overall investment strategy having regard to the group’s risk appetite and its business objectives
  • ensuring that the investment strategy takes into account the regulatory capital requirements and the views of the society’s actuarial function holder
  • regularly reviewing the effectiveness of the contribution of investment strategy towards business objectives of the group
  • determining suitability of new investment ideas
  • reviewing the economic and market outlook and making appropriate changes in respect of the group’s strategic and tactical investment allocations
  • reviewing regulatory and industry investment developments and assess their impact and making appropriate changes to the investment strategy
  • review and approve the asset and liability matching strategy
  • regularly reviewing the appropriateness of investment mandates
  • reviewing the group’s policy on use of complex financial instruments
  • review and approving material asset transactions.

Oversight of investment consultants and asset managers, including:

  • overseeing the process of appointment and removal of investment consultants and asset managers
  • overseeing the governance of the relationships with the group’s investment consultants and asset managers, including fee arrangements, service levels and other policies
  • reviewing operational effectiveness, skill base, scale and controls and asset manager performance, including compliance with investment objectives and mandates
  • overseeing the asset managers’ response to changes in regulation or legislation
  • making and monitoring tactical asset allocation decisions within agreed parameters
  • approving the over-arching principles of all investment mandates and review management monitoring of compliance against these mandates.

Oversight of capital management, including:

  • reviewing and monitoring the group’s capital adequacy, capital management plans and regulatory capital ratios
  • reviewing and overseeing the group’s liquidity and solvency policies and controls and any contingency
  • reviewing and monitoring the group’s market risk management strategy and market risk management policies and controls
  • review and monitoring the group’s credit risk management strategy and credit risk management policies and controls
  • monitoring compliance with the requirements of the prudential regulatory regulations
  • setting and monitoring the insurance underwriting and claims policy frameworks
  • reviewing and approving the relevant statutory valuation assumptions and providing assurance to the group audit committee
  • agreeing the bonus recommendations with the actuarial function holder and making appropriate recommendations to the board
  • ongoing monitoring of the appropriateness of bonus rates and making any adjustments to rates in response to unusual market conditions.

Assess the effectiveness of the committee by:

  • conducting an annual self-assessment and report conclusions and recommendations for change to the board
  • considering whether or not the committee receives adequate and appropriate support in fulfilment of its role and whether or not its current workload is manageable.

Reporting to the remuneration committee on any reputation issues that the committee believes should be taken into account when considering executive remuneration.

Responsibilities of management

Management will ensure that all information required by the committee to discharge its responsibilities is provided promptly. Management will also ensure that matters of material concern that are relevant to the committee’s responsibilities are brought to its attention promptly.

Amendments to terms of reference

The committee shall review its terms of reference on an annual basis to ensure that it is operating with maximum effectiveness and may recommend any changes it considers necessary to the board for approval.

Terms of reference for the governance committee

Definitions 

annual report

The annual report and financial statements of the group

chairman

The chairman of the board

chief executive

The chief executive of the group

committee

The governance committee of the society

board

The board of directors of the society

director

A director of the society

group

The society and its operating subsidiaries

society

Dentists’ Provident Society Limited

regulators

The Prudential Regulation Authority and Financial Conduct Authority

governance

committee

The governance committee of the society

secretary

The Secretary of the society

vice chairman

The vice chairman of the board

Membership

The committee will comprise the chairman, vice chairman and an independent non-executive director appointed by the board.

Appointment of the independent non-executive director to the committee will be for a period of up to three years which may be extended by additional three-year periods subject to the director remaining eligible for membership of the committee.

The independent non-executive director shall be the chairman of the committee.

Meetings

The committee will meet at least four times a year and at any other time if required. Scheduled meetings of the committee will be held between three and four weeks before the relevant board meeting.

The chairman, chief executive or the chairman of the committee may request that a meeting be held at any time. Any member of the committee, the chairman of another committee of the board or the secretary may request the chairman of the committee to convene a meeting at any time.

Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to all attendees, no later than five working days before the date of the meeting. Supporting papers shall also be sent to all attendees at the same time.

Quorum

The quorum for meetings will be two members. In the absence of the chairman of the committee or where the committee meets to discuss the chairman’s performance, the vice chairman will chair meetings of the committee.

Secretary

The secretary, or their nominee, shall act as the secretary to the committee and ensure that the committee receives the information and documents in a timely manner to enable it to effectively discharge its duties.

Attendees

  • chief executive (mandatory)
  • any director, officer, employee or advisor of the society (by invitation of the committee)

The attendees may be collectively or individually requested to withdraw from any meeting of the committee if requested to do so by the chairman of the committee.

Reporting

The minutes will be circulated to all directors as part of the board pack issued after the meeting unless the committee decides, with the approval of the chairman, that it would be inappropriate to do so in whole or in part.

The chairman of the committee will brief the board on the committee’s discussions at the board meeting.

The committee shall make any recommendations it considers appropriate to the board, on any area within its remit where action or improvement is needed.

A description of the committee’s responsibilities and activities during the year will be disclosed in the annual report. The chairman of the committee, or an appointed nominee, will also be available at the annual general meeting to answer questions in connection with the work of the committee.

Authority

The responsibilities delegated to the nomination committee shall fall within the scope of the committee. The committee’s authority extends to all relevant matters relating to the group.

The committee has authority to investigate any matters within its responsibilities and to obtain such information as it may require from any director, officer or employee of the group.

The committee shall have the authority to appoint  consultants and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the group but within any budgetary restraints imposed by the board.

The committee is also authorised to engage any other independent advisors at the expense of the group, and invite them to attend meetings.

Induction and training

The committee will put in place suitable arrangements for the induction of new members of the committee and for the ongoing training of existing members as appropriate.

Responsibilities of the committee

Oversight of nomination duties, including:

  • keeping the structure, size and composition of the board under constant review, having due regard to the skills, knowledge, experience and diversity on the board
  • succession planning for the chairman, chief executive, vice chairman, other directors, the secretary and senior management, having due regard to the skills and expertise needed in the future
  • keeping under review the leadership needs of the group, both executive and non-executive, with a view to ensuring the continued ability of the group to compete effectively in the marketplace
  • keeping up to date and fully informed about strategic issues and commercial changes affecting the group and the markets within which it operates
  • evaluating the balance of skills, knowledge, experience and diversity on the board, and preparing a description of the role and capabilities required for any appointments and identifying and nominating for the approval by the board, suitable candidates to fill the vacancies
  • reviewing the results of the board performance evaluation process
  • annually reviewing the time required from non-executive directors and assessing whether the non-executive directors spend enough time fulfilling their duties
  • the committee shall also make recommendations to the board regarding membership of the various board committees, in consultation with the chairmen of those committees
  • reviewing and proposing the re-appointment of any non-executive director having regard to their performance and ability to continue contribution to the board based on the knowledge, skills and experience required and the need for progressive refreshing of the board (particularly in relation to directors being re-elected for a term beyond twelve years)
  • any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the group subject to the provisions of the law and their service contract
  • the appointment of any director to executive or other office.

Oversight of the group’s strategy and major infrastructure projects, including:

  • providing guidance to the board on the group’s strategy
  • examining the group’s strategic development and business plans, and the annual budgets and making appropriate recommendations to the board
  • reviewing the priority targets of the activities of the group
  • reviewing and making recommendations to the board on significant transactions
  • reviewing and discussing plans in relation to launch of products and new lines of business
  • reviewing and discussing human resources, infrastructure and marketing plans of the group
  • performing any other activities as the committee deems appropriate, or as requested by the board
  • regularly discussing and reviewing the implementation of the group’s business plans
  • agreeing and approving the group’s infrastructure strategy and budget to ensure it aligns with business needs
  • reviewing and approving any infrastructure policies
  • reviewing and approving material systems and development project requests against cost/benefits to the group
  • reviewing all material systems development projects and setting priorities based on resource requirements, cost/benefit analysis and implementation schedule requirements or limitations
  • approving reallocation of infrastructure resources to facilitate meeting priorities and business needs
  • reviewing and approving implementation plans.

Oversight of enterprise risk management, including:

  • annually, evaluating and reporting on the group’s overall risk profile to the board
  • reviewing and approving the principal risks annually, including the completeness of the group’s principal risk categories
  • considering and recommending for approval by the board, proposals in respect of the group’s risk appetite and tolerance
  • considering, recommending and monitoring appropriate metrics for the group’s overall risk management performance
  • annually evaluating the design and completeness of the group’s governance, risk and control framework relative to the group’s activities and risk profile
  • reviewing and endorsing risk management disclosures in the annual report prior to approval by the board
  • identifying the potential impact of key issues and themes that may impact the enterprise-wide risk profile of the group
  • ensuring that the group’s overall risk profile and risk appetite remain appropriate given the external environment, any key issues and themes impacting the group and the internal control environment
  • considering future potential risks which may not have been factored adequately into review by other board.

Assess the effectiveness of the committee by:

  • conducting an annual self-assessment and report conclusions and recommendations for change to the board
  • considering whether or not the committee receives adequate and appropriate support in fulfilment of its role and whether or not its current workload is manageable.

Responsibilities of management

Management will ensure that all information required by the committee to discharge its responsibilities is provided promptly. Management will also ensure that matters of material concern that are relevant to the committee’s responsibilities are brought to its attention promptly.

Amendments to terms of reference

The committee will review its terms of reference on an annual basis and recommend any amendments to them to the board.

 

Terms of reference for the operational risk and reputation committee

Definitions 

annual report

The annual report and financial statements of the group

chairman

The chairman of the board

chief executive

The chief executive of the society

chief risk officer

The chief risk officer of the society

committee

The operational risk and reputation committee of the society

board

The board of directors of the society

director

A director of the society

group

The society and its operating subsidiaries

society

Dentists’ Provident Society Limited

regulators

The Prudential Regulation Authority and Financial Conduct Authority

governance committee

The governance committee of the society

remuneration committee

The remuneration committee society

secretary

The secretary of the society

Membership

The committee will comprise at least three members. The members of the committee will be appointed by the board, on the recommendation of the governance committee in consultation with the chairman of the committee.


The committee will be comprised of independent non executive directors. The chairman of the board shall not be a member of the committee.


Appointments of the independent non executive directors to the committee will be for a period of up to three years which may be extended by additional three-year periods subject to the director remaining eligible for membership of the committee.


The chairman of the committee will be appointed by the board upon advice of the governance committee.

Meetings

The committee will meet at least four times a year and at any other time if required. Scheduled meetings of the committee will be held between three and four weeks before the relevant board meeting.

The chairman, chief executive or the chairman of the committee may request that a meeting be held at any time. Any member of the committee, the chief executive, the external auditors or the internal auditors may request the chairman of the committee to convene a meeting at any time.

Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to all attendees, no later than five working days before the date of the meeting. Supporting papers shall also be sent to all attendees at the same time.

Quorum

The quorum for meetings will be two members. In the absence of the chairman of the committee or where the committee meets to discuss the chairman’s performance, the vice chairman will chair meetings of the committee.

Secretary

The secretary, or their nominee, shall act as the secretary to the committee and ensure that the committee receives the information and documents in a timely manner to enable it to effectively discharge its duties.

Attendees

  • chief risk officer (mandatory)
  • any director, officer, employee or advisor of the society (by invitation of the committee)

The attendees may be collectively or individually requested to withdraw from any meeting of the committee if requested to do so by the chairman of the committee.

Reporting

The minutes will be circulated to all directors as part of the board pack issued after the meeting unless the committee decides, with the approval of the chairman, that it would be inappropriate to do so in whole or in part.

The chairman of the committee will brief the board on the committee’s discussions at the board meeting.

The committee shall make any recommendations it considers appropriate to the board, on any area within its remit where action or improvement is needed.

A description of the committee’s responsibilities and activities during the year will be disclosed in the annual report. The chairman of the committee, or an appointed nominee, will also be available at the annual general meeting to answer questions in connection with the work of the committee.

Authority

The responsibilities delegated to nomination committee shall fall within the scope of the committee. The committee’s authority extends to all relevant matters relating to the group.

The committee has authority to investigate any matters within its responsibilities and to obtain such information as it may require from any director, officer or employee of the group.

The committee shall have the authority to appoint  consultants and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the group but within any budgetary restraints imposed by the board.

The committee is also authorised to engage any other independent advisors at the expense of the group, and invite them to attend meetings.

Induction and training

The committee will put in place suitable arrangements for the induction of new members of the committee and for the ongoing training of existing members as appropriate.

Responsibilities of the committee

Oversight of conduct risk, including:

  • reviewing the effectiveness of the processes used to identify and manage conduct
  • risk to ensure fair outcomes for the members of the society
  • overseeing the group’s treating customers fairly agenda and monitor progress against key objectives
  • reviewing the society’s performance against conduct risk targets

Oversight  of reputational risk, including:

  • reviewing the effectiveness of the processes for the identification and management of reputational risk, including the reputation risk control framework, risk tolerance and associated policies
  • receiving regular reports on reputational risk issues
  • ensuring that any business decisions which could impact the society’s reputation, the potential impact has been considered fully
  • ensuring that business decisions do not compromise the society’s ethical policies or core business beliefs and values and escalating any concerns to the board
  • reviewing the impact on reputational risk of any significant internal or industry developments

Oversight of regulatory compliance, including:

  • reviewing the report from the chief risk officer on regulatory compliance-related issues
  • receiving, at least annually, a report from the group money laundering reporting officer
  • reviewing the society’s systems and controls for the prevention of bribery and receive reports from the chief risk officer on any instances of non-compliance
  • receive regular reports from the chief risk officer on financial crime-related issues, including cyber crime and external fraud
  • reviewing any material adverse reports or sanctions by any regulatory authorities, together with a report on measures taken to avoid the breach recurring.
  • reviewing the group’s systems and controls for compliance with occupational health and safety at work

Oversight of business continuity arrangements, including:

  • reviewing and approving the group’s business continuity plans
  • receive and review reports from the chief risk officer in relation to the adequacy and effectiveness of business continuity planning arrangements.

Considering and where necessary updating and approving, at least annually, any policy statements, in relation to conduct, reputational, legal and compliance risks.

Reviewing and approving the annual compliance plan, including details of activities, resources and available skills, experience and expertise.

Reviewing and approving any relevant compliance group policies.

Reviewing forward looking compliance reports and reports on regulatory relationships; and be kept updated on the actions being taken to address issues raised by regulators.

Reporting to the remuneration committee on any issues that the committee believes should be taken into account when considering executive remuneration.

Assess the effectiveness of the committee by:

  • conducting an annual self-assessment and report conclusions and recommendations for change to the board
  • considering whether or not the committee receives adequate and appropriate support in fulfilment of its role and whether or not its current workload is manageable.

Responsibilities of management

Management will ensure that all information required by the committee to discharge its responsibilities is provided promptly. Management will also ensure that matters of material concern that are relevant to the committee’s responsibilities are brought to its attention promptly.

The formal reporting line of the chief risk officer is to the chief executive. However, they also have a reporting line to the committee through the committee chairman in respect of matters set out in these terms of reference.

Amendments to terms of reference

The committee shall review its terms of reference on an annual basis to ensure that it is operating with maximum effectiveness and may recommend any changes it considers necessary to the board for approval.

Terms of reference for the remuneration committee

Definitions 

annual report

The annual report and financial statements of the group

chairman

The chairman of the board

chief executive

The chief executive of the group

committee

The remuneration committee of the society

board

The board of directors of the society

director

A director of the society

group

The society and its operating subsidiaries

society

Dentists’ Provident Society Limited

regulators

The Prudential Regulation Authority and Financial Conduct Authority

secretary

The Secretary of the society

vice chairman

The vice chairman of the board

   

Membership

The committee will comprise the chairman, vice chairman and an independent non-executive director appointed by the board.

Appointment of the independent non-executive directors to the committee will be for a period of up to three years which may be extended by additional three-year periods subject to the director remaining eligible for membership of the committee.

The independent non-executive director shall be the chairman of the committee.

Meetings 

The committee will meet at least  once a year and at any other time if required. Scheduled meetings of the committee will be held between three and four weeks before the relevant board meeting.

The chairman, chief executive or the chairman of the committee may request that a meeting be held at any time. Any member of the committee, the chairman of another committee of the board or the secretary may request the chairman of the committee to convene a meeting at any time.

Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to all attendees, no later than five working days before the date of the meeting. Supporting papers shall also be sent to all attendees at the same time.

Quorum

The quorum for meetings will be two members. In the absence of the chairman of the committee or where the committee meets to discuss the chairman’s performance, the vice chairman will chair meetings of the committee.

Secretary

The secretary, or their nominee, shall act as the secretary to the committee and ensure that the committee receives the information and documents in a timely manner to enable it to effectively discharge its duties.

Attendees

  • chief executive (mandatory)
  • any director, officer, employee or advisor of the society (by invitation of the committee)

The attendees may be collectively or individually requested to withdraw from any meeting of the committee if requested to do so by the chairman of the committee.

Reporting

The minutes will be circulated to all directors as part of the board pack issued after the meeting unless the committee decides, with the approval of the chairman, that it would be inappropriate to do so in whole or in part.

The chairman of the committee will brief the board on the committee’s discussions at the board meeting.

The committee shall make any recommendations it considers appropriate to the board, on any area within its remit where action or improvement is needed.

The committee will ensure that requirements regarding disclosure of remuneration information, including pensions, are met and produce a report on the society’s remuneration policy and practices to be included in the annual report and ensure that it is put to the members for approval at the AGM, annually.

A description of the committee’s responsibilities and activities during the year will be disclosed in the annual report. The chairman of the committee, or an appointed nominee, will also be available at the annual general meeting to answer questions in connection with the work of the committee.

Authority

The responsibilities delegated to the remuneration committee include all remuneration matters arising within the group.

The committee has authority to investigate any matters within its responsibilities and to obtain such information as it may require from any director, officer or employee of the group.

The committee shall have the authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the group but within any budgetary restraints imposed by the board.

The committee is also authorised to engage any other independent advisors at the expense of the group, and invite them to attend meetings.

Induction and training

The committee will put in place suitable arrangements for the induction of new members of the committee and for the ongoing training of existing members as appropriate.

Responsibilities of the committee

Oversight of remuneration issues, including:

  • setting the remuneration policy for all executive directors, including pension rights and any compensation payments. The remuneration of the non-executive directors will be determined by the board as a whole on the committee’s recommendations
  • monitoring the level and structure of remuneration for the management team
  • reviewing and having regard to the pay and employment conditions across the group, especially in relation to annual salary increases, when setting the remuneration policy for the directors
  • reviewing the ongoing appropriateness and relevance of the group’s remuneration policy, having regard to remuneration structures in other organisations of comparable scale and complexity
  • determine the total individual remuneration package of each executive director, including any bonuses, incentive payments or other variable rewards in consultation with the chairman and chief executive
  • establishing the selection criteria, setting the terms of reference, selecting and appointing any remuneration consultants
  • approving the design of, and determining the targets for, any performance-related pay plans operated by the group and approving the annual payments made under such plans
  • determining the policy for, and scope of, pension arrangements for each executive director
  • ensuring that contractual terms regarding termination and any termination payments, are fair to the individual and the group and that failure is not rewarded and that the duty to mitigate loss is fully recognised
  • overseeing changes in employee benefit structures throughout the group
  • agreeing the policy on expense claims from the directors
  • liaising with other board committees on remuneration matters.

Assess the effectiveness of the committee by:

  • conducting an annual self-assessment and report conclusions and recommendations for change to the board.
  • considering whether or not the committee receives adequate and appropriate support in fulfilment of its role and whether or not its current workload is manageable.

Responsibilities of management

Management will ensure that all information required by the committee to discharge its responsibilities is provided promptly. Management will also ensure that matters of material concern that are relevant to the committee’s responsibilities are brought to its attention promptly.

Amendments to terms of reference

The committee will review its terms of reference on an annual basis and recommend any amendments to them to the board.

Contact

If you have any questions please contact our company secretary Simon Elliott on 020 7400 5700.

 
 

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