Board Committee terms of reference

Constitution and purpose

The Board has resolved to establish a Committee of the Board to be known as the Audit Committee.   Its purpose is to support the relevant Board in reviewing the external financial reports of the business and its systems of internal controls for all of its entities.

Membership

a. The Committee shall be comprised of at least three, and not more than four, independent non-executive directors, appointed by the Board. A quorum shall be two members. In the absence of the Committee Chair, the remaining members present shall select one of themselves to Chair the meeting, provided such individual is independent.

b. The Chair of the Committee shall be appointed by the Board, and shall have specific responsibility for chairing and overseeing the performance of the Committee.

c. At least one member of the Committee should at any time have recent relevant financial experience in relation to the Duties of the Committee, having competence in accounting and/or auditing (FCA DTR7:7.1.1).

Attendance at Meetings

a. The Chair, Chief Executive Officer, Chief Financial Officer and Chief Risk Officer shall normally attend meetings. A representative of the external auditors and internal auditors should normally attend meetings if required by any such party.   Any member of staff may be required by the Committee to attend meetings.  However, at least once a year the Committee shall meet with each of the external auditors and internal auditors, without other Executives, management or staff present.

b. The Company Secretary shall be the Secretary of the Committee.

Frequency of Meetings

Meetings shall be held when necessary, and not less than three times a year. The internal or external auditors may request a meeting if they consider that one is necessary.

Authority

The Committee is authorised by the relevant Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate and request made by the Committee. The Internal has the right to direct access to any member of the audit Commitee if for any reason he does not wish to consult the Cheif Executive Officer

Duties

For Scottish Friendly Assurance Society and all of its entties, the duties of the Committee shall be:

Internal controls

a. to review the internal control systems, including internal financial controls, and ensure that these continue to be effective;

b. to advise the Risk Committee as appropriate of any concerns regarding the effectiveness of the current control framework.

Financial reporting

c. to review the annual financial statements and annual regulatory returns, and any formal announcements relating to Scottish Friendly’s financial performance as well as subsidiaries before submission to the relevant Board, focusing particularly on:

i. any changes in accounting policies and practice

ii. major judgmental areas

iii. significant adjustments resulting from the audit

iv. the going concern assumption and compliance with accounting standards and legal requirements, including the regulations and guidance of the PRA/FCA

v. where appropriate, allocations between Scottish Friendly’s funds;

External audit

d. to make recommendations to the relevant Board, for it to put to the Delegates for approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external audit;

e. to discuss with the external auditor before the audit commences the nature and scope of the audit;

f. to discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary);

g. to review the external auditor’s management letter and management’s response;

h. to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;

i. to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm; and to report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;

Internal audit

j. to monitor the internal audit programme in the context of the overall control systems, including approving the programme and reviewing the reports produced,

k. to ensure co-ordination between the internal and external auditors, and that the internal audit function is adequately resourced and has appropriate standing within Scottish Friendly;

l. to consider the major findings of any internal investigations and management’s response;

m.  to review the effectiveness of the internal audit function and approve any significant changes in the provision of this service, including the review of any updates on internal audit action points , and the appointment of any internal audit providers;

Other

n. to consider other topics, as defined by the Board.

Reporting Procedures

a) The Secretary shall circulate the agenda, the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the Board and any such other attendees as the Chair of the Audit Committee shall direct. The Chair shall provide a verbal update on discussions and decisions made to the relevant Board meeting's following each Committee meeting..

b) The Committee shall undertake a review of the Committee’s performance and these terms of reference annually and, where necessary, make recommendations to the relevant Board for approval.

Constitution and purpose

The Board has resolved to establish a Committee of the Board to be known as the Risk Committee.  Its purpose is to support the relevant Board, by providing oversight and challenge on all aspects of the risk framework management, risk appetite and risk management, including capital management for all of its entities.

Membership

a. The Committee shall be comprised of at least three, and not more than four, independent non-executive directors (including the Chair of the Audit Committee as an ex officio member), appointed by the Board

b. The Chair of the Committee shall be an independent non-executive director appointed by the Board, and shall have specific responsibility for chairing and overseeing the performance of the Committee.  Under the SM&CR regime, the Chair shall carry out the SMF10 function..

c. Members of the Committee must have appropriate knowledge, skills and expertise to fully understand the strategy and the risks faced by the firm.

d. A quorum of the Committee shall be two members.  In the absence of the Committee Chair, the remaining members present shall select one of themselves to Chair the meeting, provided such individual is independent.

Attendance at Meetings

a. The Chief Executive Officer, Chief Risk Officer, Chief Financial Officer and Chief Actuary, or appointed Delegates shall normally attend meetings.  Any member of staff and any advisers appointed by the Committee may be required by the Committee to attend meetings.

b.  A representative of the external auditors, the internal auditors and the With-Profits Actuary may attend meetings if required at the discretion of the Chair.

c. The Company Secretary shall be the Secretary of the Committee.

d. At least once a year, and at any other time as the Committee shall see fit, it shall meet separately with each of the Chief Risk Officer,SMF 4 (Chief Risk Officer), SMF 16 (Compliance) and SMF 17 (MLRO) in the absence of other members of management.

Frequency of Meetings

Meetings shall be held when necessary, and not less than four times a year.

Authority

a. The Committee is authorised by the Board to investigate any activity within its terms of reference.

b. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee, and to appoint appropriate advisers on appropriate terms in order to assist the Committee in carrying out its Duties.  The Chief Risk Officer has the right to direct access to any member of the Risk Committee if for any reason they do not wish to consult the Chief Executive Officer.

c. The Committee should have regard to any relevant advice from the Audit Committee concerning the effectiveness of the current control framework.

Duties

For Scottish Friendly Assurance and all of its entities, the duties shall be:

a. to provide advice to the relevant Board on risk strategy, including the oversight of current risk exposures of the business, including the utilisation of capital, risk preferences and risk appetite statements;

b. to review proposals in respect of overall risk appetite and tolerance and recommend them to the relevant Board;

c. to challenge the design and execution of stress and scenario testing;

d.to ensure that a satisfactory framework is in place with appropriate policies and metrics for identifying and managing all aspects of risk within the business, including the management of capital;

e. in respect of these risks, to be aware of the business’s current risk profile and ensure consistency with the relevant Board’s appetite for risk

f. to review the relevant risk management systems and ensure that these continue to be effective;

g. to review quarterly reports from the Executive Risk Committee;

h. to keep under regular review the steps taken by management to monitor, manage and mitigate risk;

i. to have oversight of and challenge due diligence on risk issues relating to material transactions and strategic proposals that are subject to approval by the Board;

j. to ensure that the Risk and Compliance functions are adequately resourced to an appropriate level of quality and has appropriate standing in the organisation;

k. to review the annual work programmes of the function;

l. to receive routine Risk and Compliance reports in line with the standard format approved by the Risk Committee and to ensure that any matters raised are being appropriately addressed by management;

m. to provide advice to the Remuneration Committee on risk weightings to be applied to performance objectives incorporated in the incentive structure for executive directors;

n. to provide advice, oversight and challenge necessary to embed and maintain a supportive risk culture through the business;

o. to review the Whistleblowing policy and arrangements;

p. to review and recommend the ORSA to the Board;

q.have oversight of the ICARA, making relevant recommendations to the SFAM Board;

r.  to review financial crime policies;

s. to review relevant regulatory reports, including CASS compliance reports, and ensure regulatory compliance within the business

t. to assess the effectiveness of the Risk function (including Compliance) on an annual basis; and

u. to consider other topics, as defined by the Board.

Reporting Procedures

a. The Secretary, in a timely manner, shall circulate the agenda, the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the Board and any such other attendees as the Chair of the Risk Committee shall direct.  The Chair shall provide a verbal update on discussions and decisions made to the relevant Board meetings following each Committee meeting.

b. The Committee shall undertake a review of the Committee’s performance and these terms of reference annually and, where necessary, make recommendations to the relevant Board for approval.

Constitution

The Board hereby resolves to establish a Committee of the Board to be known as the Remuneration Committee.

Membership

a. The Committee shall be comprised of three independent non-executive directors, appointed by the Board, (including the Chair of Scottish Friendly). 

b. The Chair of the Committee shall be appointed by the Board. In addition to all duties of Chairship of the Committee, the Chair shall have specific responsibility for ensuring the development and oversight of Scottish Friendly’s remuneration policies and procedures, and ensuring that the Committee supports such development and oversight

c. A quorum of the Committee shall be two members.  In the absence of the Committee Chair, the remaining members present shall select one of themselves to Chair the meeting, provided such individual is independent.

Attendance at Meetings

a. The Chief Executive Officer and the HR Director shall normally attend meetings.  The Chief Risk Officer may, with the agreement of the Committee Chair, opt to attend meetings where it is appropriate.  Any member of Scottish Friendly staff may be required by the Committee to attend meetings.

b. The Company Secretary shall act as Secretary of the Committee.

Frequency of Meetings

a. Meetings shall be held when necessary, and not less than once a year.

b. A meeting should be held in Q3 annually to ensure consideration of organisation wide annual remuneration decisions can be agreed.

Authority

a. The Committee is authorised by the Board to investigate any activity within the scope of its duties / responsibilities. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

b. The Committee shall adhere to the terms of the Remuneration Policy in carrying out its duties.

c. The Committee shall be able to seek external professional advice and hire consultants as appropriate to fulfil its duties.

Duties

The duties of the Committee shall be:

a. To have delegated responsibility from the Board for (i) the monitoring, review and setting the remuneration of the Executive Directors and other members of the Executive of Scottish Friendly including policy in respect of pension rights and any compensation payments and (ii) the oversight of the remuneration of other Solvency II staff (who are not Board or Executive Committee members)​​​​

b. To have delegated responsibility from the Board for the monitoring, review and setting the remuneration of the Chair of Scottish Friendly.

c. The remuneration of the non-executive directors of Scottish Friendly will be reviewed and set by the Board in the absence of the non-executive directors, that is by the Chair and the Executive Directors.

d. To have delegated responsibility for determining and setting Scottish Friendly remuneration policy, for all employees. This includes pension rights, compensation payments, executive bonus schemes, incentive payments and other rewards for the Executive Directors and senior management.  In determining such policy and practices, the Remuneration Committee will take into account all factors which it deems necessary including relevant legal and regulatory requirements and best practice.  The Committee may delegate authority to the Chief Executive Officer for the framework and delivery of the approved policy.

e. To review remuneration policy and practices to support strategy, regulatory requirements and promote long-term sustainable success, with executive remuneration aligned to company purpose and risk profile. The Committee is able to use reasonable discretion to override formulaic outcomes and to recover and/or withhold sums under appropriate circumstances.

f. Determine performance related pay schemes, the related measurements and outcomes (consistent with the Company strategy, annual budget, medium term plan and capital requirements),

g. The Committee shall review annually the remuneration of identified staff to ensure it remains appropriate and meets the regulatory requirements.  And approve any changes to identified staff.

h. Determine the maximum aggregate increase in salaries for the year.

i. Oversee any major changes in employee benefits structures throughout the Company.

j. Ensure that for Executive, Senior Managers and designated employees, contractual terms on termination, and any payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.

k. The Committee shall work and liaise as necessary with all other Board Committees. The Committee will receive input from the Board Risk Committee and Audit Committee in relation to any risk or audit matters that may have an impact on variable remuneration.  The Committee shall produce a remuneration report to be included in the annual report and accounts.  The Chair of the Committee should attend the Annual General Meeting to answer any member questions on the Committee's activities.

Reporting Procedures

a. The Secretary shall circulate the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the Board and any such other attendees as the Chair of the Remuneration Committee shall direct.  The Chair shall provide an update, which may be oral, on discussions and decisions made to the next Board meeting following each Committee meeting.

Other matters

The Committee shall

a. Obtain reliable, up-to-date information about remuneration in other comparable companies;

b. be provided with appropriate and timely training;

c. give due consideration to laws and regulations ;

d. recognise and manage potential conflicts of interest in the process of determining remuneration policies and practices.

e. arrange for periodic reviews of its own performance and, review its constitution and terms of reference annually to ensure it is operating effectively and recommend any changes it considers necessary to the Board for approval.

Constitution

The Board hereby resolves to establish a Committee of the Board to be known as the Nomination Committee.

Membership

a. The Committee shall be comprised of the Chair of Scottish Friendly and at least one independent non-executive director, appointed by the Board, plus the Chief Executive.

b. The Chair of Scottish Friendly shall be the Chair of the Committee. In addition to all duties of Chairmanship of the Committee the Chair shall have specific responsibility for leading the Committee in the processes of Board appointment, orderly succession planning, and for ensuring the effective evaluation of each Board member.  The Chair shall not chair any part of a Committee meeting which considers their replacement.

c. A quorum of the Committee shall be two members.  In the absence of the Committee Chair, the Senior Independent Director shall Chair the meeting, provided such individual is independent.

Attendance at Meetings

a. The Company Secretary shall be Secretary of the Committee. The Chief Risk Officer may, with the agreement of the Committee Chair, opt to attend meetings where it is appropriate.

b. Any member of Scottish Friendly staff may be required by the Committee to attend meetings.

Frequency of Meetings

Meetings shall be held when necessary, and not less than once a year.

Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

Duties

For Scottish Friendly Assurance and all of its entities, the duties shall be:

a. to lead the process for Board appointments and make recommendations to the Board, taking into consideration the time commitments required of non-executive directors and their independence;

b. use open advertising or the services of external advisers to facilitate the search;

i) consider candidates from a wide range of backgrounds;

ii) consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board, taking care that appointees have sufficient time available to allocate to the position;

iii) ensure that each proposed appointee to the Board is required to disclose any business or other interests which he or she has which could result in a conflict of interest for him or her as a member of the Board;

​​​c. to ensure that plans are in place to orderly succession for appointments to the relevant Board and to the executive , and recomendations to that Board, taking due account of bussiness skills, experience and diversity.  

d. regularly review the structure, size and composition (including skills, knowledge, training and experience) required of the Board compared to its current position and make recommendations to the Board with regards to any changes;

e.in respect of each director, review any future business interests that could result in a conflict of interest with the Company, as notified by individual directors from time to time.  Such interests must not be undertaken without prior authorisation of the Board;

f. review annually any authorisation of a conflict given by the Board in order to determine whether the authorisation given should stand on the terms and conditions on which it has been given or whether additional terms and conditions should be imposed or whether the authorisation should be revoked (subject to giving the relevant director notice of the proposed revocation);

g.for the appointment of a Chair, to prepare a job specification, including an assessment of the time commitment expected, recognising the need for availability in the event of crises;

h. ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings;

i. on an annual basis, through the auspices of the Chair, to evaluate the performance of each director, in order to show that each continues to contribute effectively and demonstrate commitment, including time commitment to the role.  The evaluation of the Chair should be led by the senior independent director, taking into account the views of the executive directors;

j. consider any matters relating to the continuation of office of any director at any time including the suspension or termination of service of an executive director as an employee of the Company subject to the provisions of the law and their service contract;

k. to seek external professional advice as appropriate in fulfilling its duties; and

l. to consider other topics, as defined by the Board.

Reporting Procedures

a. The Secretary shall circulate the agenda, the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the relevant Board and any such other attendees as the Chair of the Nomination Committee shall direct.

b. The Chair shall provide a verbal update on discussions and decisions made to the next relevant Board meeting following each Committee meeting if appropriate.

c. The Committee shall undertake a review of the Committee’s performance and these terms of reference annually and, where necessary, make recommendations to the Scottish Friendly Assurance Society (SFAS) Board for approval.

Constitution

The Board hereby resolves to establish a Committee of the Board to be known as the Investment Committee.

Membership

a. The Committee shall be comprised of up to six members to include the Chief Executive Officer and at least two non-executive directors.

b. The Chair shall be an independent non-executive director appointed by the Board, and shall have specific responsibility for chairing and overseeing the performance of the Committee.

c. The Committee may, at its discretion, appoint an additional member to assist the Committee in the execution of its duties who is considered to have sufficient experience and skills to contribute to the workings of the Committee .

d.  A quorum of the Committee shall be two members.  In the absence of the Committee Chair, the remaining members present shall select one of themselves to Chair the meeting, provided such individual is independent.

Attendance at Meetings

a.Other Board Members shall have the right of attendance.  The Chief Risk Officer may, with the agreement of the Committee Chair, opt to attend meetings where it is appropriate.  Any member of Scottish Friendly staff may be required by the Committee to attend meetings.

b. The Company Secretary shall be the Secretary of the Committee.

Frequency of Meetings

Meetings shall be held when necessary, and not less than four times a year.

Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee, and to appoint appropriate advisers on appropriate terms in order to assist the committee in carrying out its Duties.

Purpose

a. The purpose of the Committee is to have oversight of Scottish Friendly’s investments and to establish a formal process to approve the investment strategy, governance framework and policies monitoring investments.

b. The Committee shall ensure it considers all risk framework, regulatory rules and guidance, sustainability guidance, and customer facing documentation and expectations when carrying out its duties.

c. The Committee will act in a way that supports the delivery of good customer outcomes and the fair treatment of customers.  The Committee will aim to deliver good customer outcomes, treat customers fairly and observe standards of market conduct .

Duties

The duties of the Committee shall be:

a. to set the strategic asset allocation and investment strategy of the asset shares for the main fund and sub-funds in line with the liabilities, liabilities duration, relevant risk appetite, relevant PPFM, policyholder expectations, fairness to customers and parameters established by the Board or by the relevant fund objective;

b. to minitor the parameters under which the outsourced investment partners can make tactical asset allocation decisions and provide oversight of those decisions;

c. to set, monitor and review annually the investment parameters and fund objectives, and, where appropriate, make recommendations to the Board;

d. to monitor the performance of investments made, their compliance with prudent person principles and appropriateness for customers;

e. to monitor the process undertaken by the Investment Team and approve new investments or asset classes;

f. to approve any seed funding required for new unit-linked funds;

g. to review, if necessary, the authorisation regime for custody and settlement for Scottish Friendly;

h. to appoint, monitor and review investment managers, their performance and costs;

i. to provide oversight of the delegated investment activity in relation to the unit-linked funds and the Scottish Friendly OEIC undertaken by the Unit-Linked Funds Committee;

j. to set policies in relation to Environmental, Social and Governance considerations for investments, and review compliance with these policies;

k.to ensure customers have confidence that all appropriate issues are considered when selecting investments (performance, costs, ESG), the ongoing suitability of investments and that investments made match customer expectations;

l. to provide oversight of the investment activities undertaken by the Investment Team and stewardship role of Scottish Friendly as an investor; and;

m. to consider other topics, as defined by the Board.

Reporting Procedures

a. The Secretary shall circulate the agenda, the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the Board and any such other attendees as the Chair of the Investment Committee shall direct. The Chair shall provide a verbal update on discussions and decisions made to the next Board meeting following each Committee meeting

b. The Committee shall undertake a review of the Committee’s performance and these terms of reference annually and, where necessary, make recommendations to the Board for approval.

Constitution

The Board hereby resolves to establish a Committee of the Board to be known as the With-Profits Committee.  A copy of these Terms of Reference is available to the with-profits policyholders on the company’s website.  References to With-Profits Sub-Funds should be taken to mean the totality of each of the Marine & General Fund, Rational Shelley Fund, LANMAS Fund, Scottish Legal Fund, Manulife Fund and appropriate consideration of the interests of the with-profits policyholders in the Main Fund.

Membership

a. The Committee shall be comprised of at least 3 members, the majority of whom are independent.¹

b. Members of the Committee shall be appointed and removed by the Board. Appointments shall be made for a three-year term, which may be extended for an additional maximum of two further three-year periods.

c. The Chair shall be independent, appointed by the Board, and shall have specific responsibility for chairing and overseeing the performance of the Committee.

d. The quorum of the Committee shall be a minimum of three, one of whom must be the Chair of the Committee.

Attendance at Meetings

a. The Company Secretary shall be Secretary of the Committee. The Chief Executive, Chief Risk Officer, Chief Actuary, and With Profits Actuary shall normally attend meetings.

b. Any member of Scottish Friendly staff may be required by the Committee to attend meetings.

Frequency of Meetings

a. Meetings shall be held when necessary, and not less than four times a year.

b. In order to ensure the Committee can carry out its duties, it must receive timely information in advance of Committee and Board meetings.

Authority

a. The Committee is authorised by the Board to investigate any activity within its terms of reference.  It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

b. The Committee is expected to work closely with the With-Profits Actuary and obtain his opinion and input as appropriate.

c. The Committee is authorised to obtain external professional advice if it is considered necessary to perform its role effectively.

d. The role of the Committee is, as relevant, to assess, report on, and provide clear advice and, where appropriate, recommendations to the Board on:

i. the way in which each with-profits fund is managed by the firm and, if a PPFM is required, whether this is properly reflected in the PPFM;

ii. if applicable, whether the firm is complying with the principles and practices set out in the PPFM;

iii. any proposed changes which would result in revisions to the PPFM;

iv. whether the firm has addressed effectively the conflicting rights and interests of with-profits policyholders and other policyholders or stakeholders in a way that is consistent with Principle 6 (treating customers fairly);

and

v. any other issues with which the Board or Committee considers with-profits policyholders might reasonably expect the Committee to be involved;

Duties

The Committee must:

a. decide on the specific matters it will consider in order to enable it to carry out its role described in i – v above as appropriate to the particular circumstances of each With-Profit Fund; and

b. in any event give appropriate consideration to the following non-exhaustive list of specific matters:

i. the identification of surplus and excess surplus, the merits of its distribution or retention and the proposed distribution policy;

ii. how bonus rates, smoothing and, if relevant, market value reductions have been calculated and applied;

iii. if relevant, the relative interests of policyholders with and without valuable guarantees;

iv. the firm's with-profits customer communications such as annual policyholder statements, product literature, changes to the PPFM and whether the With-Profits Committee wishes to make a statement or report to with-profits policyholders in addition to the annual report made by the company;

v. any significant changes to the risk or investment profile of the with-profits fund including the management of material illiquid investments and the firm's obligations in relation to strategic investments;

vi. the investment strategy of each with-profits fund, including performance and fees, working in conjunction with the Investment Committee where appropriate;

vii. the firm's strategy for future sales supported by the assets of the with-profits fund and its impact on surplus;

viii. the impact of any management actions planned or implemented;

ix. relevant management information such as customer complaints data (but not necessarily information relating to individual customer complaints);

x. the drafting, review, updating of and compliance with run-off plans, court schemes and similar matters;

xi. the costs incurred in operating the with-profits fund;

xii. the identification and extent of the firm's with-profits funds, with particular regard to the considerations as to whether a part of the with-profits fund constitutes a separate with-profits fund in accordance with COBS 20.1A.2 R (Sub-funds); and.

xiii. the use and purpose of, and terms under which, support assets are available to the with-profits fund, having regard to the considerations in COBS 20.2.33 G to COBS 20.2.34 G and COBS 20.2.34A R.

xiv. consider the conflicts of interests between different groups and generations of policyholders.

c. The Committee must:

i. advise the Board on the suitability of candidates proposed for appointment as the With-Profits Actuary; and

ii. assess the performance of the With-Profits Actuary at least annually, and report its view to the Board.

Reporting Procedures

a. The Secretary shall circulate the agenda, the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the Committee and of the Board, and any such other attendees as the Chair of the With-Profits Committee shall direct.

b. The Chair shall provide an update, which may be verbal, on discussions and decisions made to the next Board meeting following each Committee meeting. The Committee shall keep the Board informed as to the matters considered by it and the decisions and recommendations made by it.

c. The Chair of the Committee shall have right of access to the Chair of the Board to discuss any matters which he feels should be of concern to the Board.

d. The Committee shall undertake a review of the Committee’s performance and these terms of reference annually and, where necessary, make recommendations to the Board for approval.

¹ as defined by COBS 20.5.7G