In accordance with the principles of sound corporate governance, the Board Charters for the PPS Holdings Trust, the PPS Insurance and the subsidiary boards – modelled on the charter principles recommended by King IV and adapted to the requirements of PPS – incorporate the powers of the boards, providing a clear and concise overview of the division of responsibilities and accountability of board members, collectively and individually, to ensure a balance of power and authority. The Board Charters are reviewed annually to ensure continued compliance with regulation and best practice.
The trust deed of the PPS Holdings Trust incorporates key elements of the Companies Act, 2008, and its trustees have similar responsibilities and duties to those of company directors, including the statutory responsibilities imposed on directors by the Companies Act. Certain amendments to the trust deed are being proposed for approval by PPS’ members at the 2017 annual general meeting, as set out in the notice of the annual general meeting, which forms part of this Integrated Report.
Committees of the boards act within board approved Terms of Reference and the chairman of each committee reports, as appropriate, to the board which constituted such committee at the scheduled meetings of that board. These Terms of Reference are reviewed annually to ensure continued compliance with regulation and best practice. Where appropriate, the minutes of the committee meetings are tabled at board meetings. The Chairmen of the PPS Holdings Trust and PPS Insurance boards are independent non-executive trustees/directors. At PPS Insurance, the roles of Chairman and Chief Executive are separated, with a clear division of responsibility to ensure distinction between their respective duties and responsibilities. The Chairmen have no executive functions. The role of all trustees and directors is to bring independent judgment and experience to the boards’ decision-making process and to act in the best interests of the trust or company on whose board such trustee/director serves.