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The Trust Deed of 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, in addition to their
responsibilities and duties as trustees.
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 subsequent 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 judgement 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.
FUNCTIONING OF THE BOARDS AND
BOARD COMMITTEES
The Group Executive Committee and various other
management sub-committees, established by the Group
Executive Committee, provide ongoing input and support
to the boards, board committees and Chief Executive as
and when required.
The members of the boards receive timely, accurate and
relevant information to enable them to fulfil their duties.
All new directors and trustees undergo a formal induction
process, which includes meeting the PPS Group’s senior
management to discuss key aspects of the business and the
governance thereof, with comprehensive documentation
regarding the governance and management structures of
the PPS Group. All directors and trustees are encouraged
to undertake continuing professional development, training
and education throughout their term of office. The PPS
Group sponsors membership of the Institute of Directors
for its board members. Board members are provided on
an ongoing basis with information and training relevant
to the business of the PPS Group and the industries in
which it operates. Board members also attend an annual
strategy day, which includes training on pertinent aspects
of the business, regulation and the environment in which
the PPS Group operates.
The Chairmen’s key responsibilities are to provide leadership
to the boards, to oversee the determination of strategy,
to guide the process to ensure a balance in the composition
of the boards, to ensure sufficient and open discussion
of matters before the boards and to promote effective
communication between executive and non-executive
directors/trustees.
The Chief Executive has overall responsibility for the
management of the PPS Group’s business and its operations,
in line with the policies and strategic objectives set and
agreed on by the PPS Insurance Board. The Chief Executive
reports to the PPS Insurance Board on the performance
of the PPS Group and any other material matters at
regular Board meetings, which are scheduled six times per
annum. He reports on how the PPS Group has performed
against key indicators following the monthly meetings of
the Group Executive Committee, which manages the PPS
Group’s business on a day-to-day basis. Key reports are
reviewed at the meetings of the PPS Insurance Board when
the Chief Executive highlights significant issues and other
executive and non-executive directors, as well as members
of senior management who attend by invitation, are invited
to contribute, as appropriate. Additional meetings of the
boards are scheduled as may be required.
The Chief Executive also reports on the performance of
PPS Insurance to the PPS Holdings Trust Board against
the strategic objectives determined for PPS Insurance by
the PPS Holdings Trust Board.
Additional papers on issues upon which the boards are
required to make decisions are submitted, as appropriate,
and members of senior management regularly attend board
meetings by invitation to present papers and to deal with
issues raised by the boards.
BOARD PERFORMANCE
ASSESSMENT
The Group Nominations Committee is mandated by the PPS
Holdings Trust and PPS Insurance Boards to institute formal
and comprehensive board evaluation programmes for the
assessment of the PPS Group’s trustees and directors in
accordance with regulatory requirements. In terms of
these programmes, the PPS Group Boards, as well as the
individual trustees and directors serving on those boards,
are evaluated regularly with the assistance of independent
consultants, in accordance with best local and international
governance and board evaluation practices, including the
Fit and Proper requirements stipulated by the PA.