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61

Practice 83.a

The notice period stipulated in the CEO’s employment contract and the contractual

conditions related to termination should be disclosed.

Not Applied

Commentary:

Particulars of the Group Chief Executive’s employment contract are considered to

be competitive information and are not publicly reported.

Practice 34.c The overview of the remuneration policy should include a description of the

framework and performance measures used to assess the achievement of strategic

objectives and positive outcomes, including the relative weighting of each

performance measure and the period of time over which it is measured.

Not Applied

Practice 34.d The overview of the remuneration policy should include an illustration of the

potential consequences on the total remuneration for executive management, on a

single, total figure basis, of applying the remuneration policy under minimum, on-

target and maximum performance outcomes.

Not Applied

Practice 35.b The implementation report must include an account of the performance measures

used and the relative weighting of each, as a result of which awards under variable

remuneration incentive schemes have been made, including: the targets set for

the performance measures and the corresponding value of the award opportunity;

and for each performance measure, how the organisation and executive managers,

individually, performed against the set targets.

Not Applied

Commentary:

Detailed particulars of the above remuneration aspects are considered to be

competitive information and are not publicly disclosed.

GOVERNANCE OF THE PPS GROUP

BY THE BOARDS

The PPS Group is ultimately governed by PPS Holdings

Trust, which has a unitary board of trustees, assisted by

the boards of directors and trustees of PPS Group entities

and the committees as detailed below.

The wholly-owned principal operating subsidiary, PPS

Insurance, has a majority of independent non-executive

directors, eight of whom are nominated members of

the PPS Holdings Trust Board (including two

ex officio

appointees), and includes directors with specialist skills

appropriate to the insurance and investment industries. The

PPS Insurance Board is accountable to the PPS Holdings

Trust Board for the achievement of strategic objectives

determined by the PPS Holdings Trust Board in furthering

the interests of its members. These objectives pertain to:

• Operational efficiency

• Investment returns

• Membership and sales growth

• Service to PPS members

The primary operating subsidiaries of PPS Insurance are set

out in the Trustees’ Report and their boards are comprised

of executive and non-executive directors and trustees as

set out in this report.

BOARD COMPOSITION,

APPOINTMENTS AND SUCCESSION

PLANNING

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 10 Ordinary Members to the PPS

Holdings Trust Board at its annual general meeting. At the

invitation of the PPS Holdings Trust Board, a further six

members of the current Board of PPS Holdings Trust are,

subject to the recommendations of the Group Nominations

Committee and the approval of the PPS Holdings Trust

Board 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. The PPS Holdings

Trust Board has co-opted a further two members for their

specific skills, as provided for in the Trust Deed, which also

stipulates that the Chairman and Deputy Chairman of PPS

Insurance are appointed

ex officio

to the PPS Holdings

Trust Board. All PPS Holdings Trust Board members are

appointed for specific terms and re-appointment is not

automatic.

The PPS Holdings Trust Board appoints the members of

its board committees, as well as the members of the PPS

Insurance, the PPS RA Fund and the PPS Beneficiaries

Trust Boards. In turn, the PPS Insurance Board appoints

the members of its board committees and the members

of its subsidiaries’ boards.