The Chairmen of the Boards of PPS Holdings Trust, PPS Insurance and its subsidiaries, the board sub-committees and the Group Chief Executive are assisted by the Group Company Secretary in ensuring good corporate governance and adherence to the PPS Group’s governance policies. By working closely with the respective board Chairmen and the Chief Executive of the PPS Group, the Group Company Secretary ensures that the agendas for board, board committee and the Group Executive Committee meetings address the key business and governance issues and that the boards are adequately informed to enable them to discharge their duties and make informed decisions. He is responsible for the determination of the corporate calendar to ensure all required matters are addressed by the respective boards and committees. The Group Company Secretary also has a significant role in supporting the Group Nominations Committee in the discharge of its duties to ensure that the PPS Group boards and committees are appropriately constituted, comply with Fit and Proper requirements, have appropriate Terms of Reference and are evaluated and trained.
All trustees and directors have direct access to the services of the Group Company Secretary, who is also appointed as the Secretary of PPS Holdings Trust and as a member and Secretary of the Group Executive Committee. He advises them on all corporate governance matters, on board procedures and on compliance with PPS Holdings Trust’s trust deed and PPS Group entities’ memoranda of incorporation and trust deeds.
Comprehensive agendas and papers are provided to the boards by the Group Company Secretary (and by subsidiary Company Secretaries as applicable) in advance of the meetings of the boards and board committees, including circulation of committee minutes and reports to the appropriate boards. The Group Company Secretary also has responsibility for all subsidiary companies and to ensure that the minutes and statutory records of all PPS Group board and board committee meetings are prepared and maintained in the appropriate PPS Group records.
Members of the boards have access to independent professional advice as may be required, through the office of the Group Company Secretary, at the Group’s expense, in order to discharge their responsibilities as directors and trustees.