The PPS Holdings Trust Board is comprised of 20 trustees, all of whom are independent non-executive trustees. In terms of its trust deed, PPS Ordinary Members may nominate and elect 12 members to the Board of PPS Holdings Trust at its annual general meeting. A further six members of the current Board of PPS Holdings Trust are, subject to the approval of the Group Nominations Committee and in accordance with the provisions of the trust deed, nominated to serve on the PPS Holdings Trust Board by professional associations whose members are significantly represented in the PPS membership base, at the invitation of the PPS Holdings Trust Board. The PPS Holdings Trust Board has co-opted a further two members for their specific skills, as provided for in the trust deed. All PPS Holdings Trust Board members are appointed for specific terms and re-appointment is not automatic.
In turn, the PPS Holdings Trust Board appoints the Board members of PPS Insurance, which in turn, appoints the Board members of its subsidiaries.
Under delegated authority of the PPS Holdings Trust Board, the Group Nominations Committee, within its powers, evaluates, selects and recommends for appointment the PPS Group trustees and directors, including the Chief Executive, executive directors and non-executive directors/trustees and board committee members, taking into account the regulatory requirements for the appointment of directors/trustees of long-term and short-term insurance companies and their holding entities.
The Group Nominations Committee considers trustee and director succession planning and makes appropriate recommendations to the PPS Group boards. This encompasses an evaluation of the skills, knowledge and experience required to add value to the PPS Group, as well as compliance with Fit and Proper requirements, for all trustees and directors, including PPS Holdings Trust trustees standing for re-election, as well as new candidates standing for election for the first time. All elections of trustees of PPS Holdings Trust are made in terms of a formal and transparent procedure and are subject to approval by the members of PPS Holding Trust at the annual general meeting. The PPS Holdings Trust Board has considered and is of the view that the PPS Group boards and committees are appropriately constituted to meet statutory requirements and the PPS Group’s needs. Amendments to the trust deed of PPS Holdings Trust are being proposed for approval by members at the 2017 annual general meeting, as set out in the notice of the meeting, aimed at limiting the number of trustees to 20, which is the current number of trustees serving on the PPS Holdings Trust Board.
Candidates who have been nominated for service on PPS Group boards are required to clearly identify any conflict or potential conflict of interest with the activities of PPS Holdings Trust, its subsidiaries and affiliates. Candidates who are financial advisors or intermediaries, or hold any office or interest, directly or indirectly, in any entity which competes in the same sphere of business as the PPS Group do not qualify for appointment to any PPS Group Board.