Pensions Management Institute

PENSIONS MANAGEMENT INSTITUTE

GOVERNANCE

Introduction

The Pensions Management Institute (PMI) is a company limited by guarantee and is the professional body representing people employed in the provision of advice to or management of work-based retirement benefit schemes. This document sets out the governance of the Institute as stated in the following documents:

PMI Articles of Association – this sets out the legal basis for PMI to operate
Code of Professional Conduct – this sets out the professional code for Members to follow
Membership Regulations – expands the legal basis provided by the Articles of Association and sets out processes employed by PMI in the course of its business.

A summary of the key points for each of these documents is set out in the sections below with the complete documents included as appendices. In case of any conflict, the appendices shall have precedence. Included in appendices D – G are the Terms of Reference for Board Committees.

Articles of Association

The current Articles of Association were adopted by Special Resolution on 9th March 2010 and came into effect on 1st April 2010. The complete document is at Appendix A. The key points within the Articles are set out below.

Objects of PMI

The objects for which the Institute is established are to:

Assist in the advancement of education and learning
Encourage, extend, increase, disseminate and promote knowledge of relevant law and practice
Promote, conduct and support research
Promote the exchange of information, ideas and advice

inrelation to all things connected with or incidental to the management of retirement benefit schemes.

Membership

The number of Members of the Institute is unlimited under Article 10. Under Articles 13-19, the following apply:

The Board is empowered to prescribe by regulation all matters relating to qualifications for and benefits of membership of the Institute.
All Members of the Institute have the right to attend General Meetings
Only Fellows and Associates have the right to vote at General Meetings
Members will be required to sign an undertaking that s/he will sign and observe the Articles of Association and Code of Professional Conduct

Complaints against a Member will be dealt with in accordance with the Disciplinary Procedures in Appendix H

General Meetings

The Institute will hold each year a General Meeting as its Annual General Meeting (AGM) with not more than 15 months between AGMs. In addition, Special General Meetings may be convened by the Board at appropriate occasions and also by a requisition to the Board, stating the object of the meeting, signed by not less than 20 Members entitled to attend and vote at such meetings. AGMs will be called at not less than 21 days notice. Special General Meetings require a minimum of 14 days notice.

The ordinary business of the AGM is:

Consideration of the Accounts
Reports of the Board and Auditors
Announcement of the results of the election of Members of the Council
Filling of places on the Board
Appointment of and the fixing of the remuneration of the Auditors.

A quorum of ten members must be present in person at any General Meeting.

Every Fellow or Associate present in person at a General Meeting is entitled to one vote. Any Member who is in arrears with any subscription loses the right to attend and vote at any General Meeting.

Management of the Institute

The Institute is managed through:

An Advisory Council
Honorary Officers
The Board
The Chief Executive

Advisory Council

This will consist of 16 Fellows of the Institute elected in accordance with the Articles of Association. Its role is to:

Advise on the strategic direction of the Institute
Provide technical input and expertise on industry issues
Act as ambassadors for the Institute
Undertake such duties and functions as required by the Articles of Association

In addition, the Council may, at its discretion, appoint up to 4 persons with appropriate expertise as “External Council Members.” External Council Members shall not be entitled to vote nor count towards a quorum at any meeting.

Only Fellows of the Institute are eligible for Council Membership and they will:

Be nominated by a minimum of 2 Fellows or Associates
Serve a 5 year term
Be able to serve 2 consecutive 5 year terms, after which a minimum of 1 year shall elapse before taking up office again.

Honorary Officers

There will be 3 Honorary Officers of the Institute elected by and from the Council, namely:

A President who will
Serve at least 1 year as President
Be eligible to serve for 3 consecutive terms (unless Council agrees to a fourth terms)
Two Vice-Presidents who will:
Serve at least 2 years as Vice President
Be eligible to serve for 2 consecutive terms

The Board

The management of the Institute is vested in a Board consisting of:

The President and 2 Vice-Presidents of the Institute
The Chief Executive of the Institute
The Financial Controllerof the Institute
Either 2 or 4 persons co-opted by the Board for a maximum of 2 years, at least half of which are Council Members.

Powers and Duties of the Board

The Board:

Has full responsibility for and exercises powers for the conduct of business and affairs of the Institute, excluding those activities required by Statute and the Articles of Association to be conducted by General Meeting
May delegate powers to Committees established by the Board
May appoint salaried staff in connection with the conduct of business and affairs of the Institute
May appoint professional advisers
May appoint attorneys of the Institute to act for such purposes outside the United Kingdom
Will keep minutes to record:
All appointments made by the Board,
The names of persons present at Board and Board Committee meetings
All resolutions and proceedings at all General Meetings, Board Meetings and Board Committee meetings

Disqualification of Members of the Board is covered under Article 61 of the Articles of Association.

Board Meetings

At Board meetings:

Questions arising will be decided by majority vote
In cases of equality vote, the Chairman will have the casting vote
No Board member may vote on any contract with the Institute in which s/he has an interest
The quorum for a physical meeting of the Board is 3 members
The President or, failing him/her, any Vice President will chair the meeting

The Chief Executive

The Chief Executive will be appointed by the Board and may be dismissed only by the Board. S/he may delegate functions to other employees of the Institute.

Code of Professional Conduct

Membership of the Institute is a privilege. The disciplines and standards of behavior expected of Members must uphold the reputation of the profession and the Institute. Council therefore believes that Members will welcome guidance upon matters of a professional nature and issues this Code of Professional Conduct to provide that guidance. No code can cover every set of facts and circumstances. Hence, one of the fundamental principles applying to a Member is that s/he observes the spirit as much as the letter of this Code. The full Code of Professional Conduct is at Appendix B.

Misconduct

In the event of a complaint of misconduct being made to the Institute in respect of any Member, the Institute will take appropriate investigative and, if necessary, disciplinary action against the Member.

Any Member who is in doubt as to the attitude which should be adopted or the steps to be taken in a particular case where professional conduct is in question, or any Member who would like the advice of a senior Member of the Institute on professional conduct, should contactthe Head of Membership & IT at PMI.

Membership Regulations

Membership Regulations build upon the Articles of Association and are at Appendix C

Classes of Membership

All personnel who are engaged in the objectives of the Institute, have applied and have been accepted by the Institute are classified as Members. Members can be engaged with the Institute in a number of different ways:

Fellows
Associates
Holders of DipPMI and CertPMI designations
Students
The PMI Trustee Group
Independent Professional Trustee Group (IPTG)
Affiliates

Qualification Criteria

Fellows will have a minimum of 5 years as an Associate of PMI and will have logged 3 years continuous CPD with the PMI at the point of application.
Associates will have achieved the Advanced Diploma in Retirement Provision and have at least 3 years experience working in the retirements benefits industry.
Members will be eligible for DipPMI and CertPMI memberships upon achieving the requisite professional qualifications.

Affiliates will be any individual wishing to be affiliated with the PMI.
PMI Trustee Group members will beeither trustees or anyone wishing to receive trustee specific benefits offered by the PMI.
IPTG members will be independent trustees (i.e. a person carrying out the duties of a trustee when s/he has no direct or indirect involvement with the employer or members nor any such involvement other than as a trustee with the pension scheme and receives remuneration for those duties).
Participants in the Accredited Adviser Programme will be members of PMI and will also be bound by the additional terms of that Programme.

All of the above will be subject to payment of the appropriate fee and completion of the correct application form.

Membership Obligations

Any person admitted to membership of PMI will be required to give written undertakings that s/he will:

Abide by the Institutes Articles, Regulations and Code of Conduct
After ceasing to be a member not use, or allow to be used, any name or designation suggesting past or present membership of PMI
Pay fees and other expenses promptly
Comply with other reasonable Board requirements

Voting

Only Fellowsand Associate Members are entitled to vote at General Meetings of PMI.

Fees

Fees charged to members will consist of:

A one-off application fee either on joining the PMI or on moving from one grade of membership to another
Annual; subscriptions

The Board determines different joining fees for different memberships and, at the Boards discretion, may charge reduced fees for members who are retired, unemployed, on maternity leave or other circumstances as determined by the Board. Late payment charges may be made for annual subscriptions which are overdue.

Disciplinary Issues

These are set out in Appendix H.

Appendix A – Articles of Association

Company number

1262100

THE COMPANIES ACT 2006

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

REVISED ARTICLES OF ASSOCIATION

THE PENSIONS MANAGEMENT INSTITUTE

(adopted by Special Resolution on 9th March 2010 and coming into effect on 1 April 2010)

1. The name of the Company is "THE PENSIONS MANAGEMENT INSTITUTE"

2. The Registered Office of the Institute is situated in England.

INTERPRETATION

In these revised Articles unless the context otherwise requires:

(a) "Articles"means these revised Articles which supersede the Memorandum of Association of the Company to the extent provided in the 2006 Act and the previous Articles of Association.

(b) "the 2006 Act" means the Companies Act 2006 including any statutory modification or re-enactment of it for the time being in force.

(d) "Board" means the governing body of the Institute constituted under Article 54.

(e) "British Isles" means Great Britain and Northern Ireland, the Channel Islands, the Isle of Man and the Republic of Ireland.

(f) "Chief Executive" means the chief executive of the Institute by whatever title known from time to time and any person acting on behalf of the Chief Executive.

(g) "Code of Professional Conduct" means the Code of Professional Conduct of the Institute for the time being in force.

(h) "Council" means the Advisory Council for the time being of the Institute constituted under Article 37.

(i) "Institute" means The Pensions Management Institute.

(j) "Member" means a Member of the Institute of any class.

(k) "Office" means the Registered Office for the time being of the Institute.

(l) "Register" means the Register of Members for the time being of the Institute.

(m) "Regulations" means Regulations made by the Board.

(n) "Schemes" means any kind of formal or informal arrangements which provide pensions or other benefits to employees or the self employed in connection with savings, incentives or rewards.

(o) "Special Resolution" has the meaning ascribed to it in the Acts.

(p) "the Statutes" means the Acts and every other statute, statutory instrument, regulation or order for the time being in force concerning companies registered under the Acts and affecting the Institute.

(q) Expressions in these Articles referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.

(r) In these Articles, if not inconsistent with the subject or context, words importing the singular number only shall include the plural number and vice versa, words importing the masculine gender only shall include the feminine gender, and words importing persons shall include corporations.

(s) Unless the context otherwise requires, and subject as aforesaid, words or expressions contained in these Articles shall bear the same meaning as in the Acts.

4. The objects for which the Institute is established (“the objects”) are to:

(a) Assist in the advancement of education and learning;

(b) Encourage, extend, increase, disseminate and promote knowledge of relevant law and practice;

(d) Promote the exchange of information, ideas and advice

n relation to all things connected with or incidental to the management of Schemes.

5. The Institute in carrying out the objects shall have and may exercise all or any of the following powers:

(a) To promote, encourage, advance and coordinate the consideration and discussion of all questions affecting the management of Schemes.

(b) To promote in every possible way the objects of the Institute and to maintain and enhance the status and prestige of persons engaged in or associated with the management of Schemes and to provide a professional organisation for such persons.

(c) To promote either alone or jointly with other bodies the better education and training of persons engaged in or associated with the management of Schemes and to encourage persons interested in the subject to study the management of Schemes and by means of examination to test the skill and knowledge of such persons and to grant diplomas, certificates or awards (with or without prior examination) to Members of the Institute and to members or employees of such other bodies as participate in such Schemes or arrangements in recognition of their special qualifications, knowledge or skill in some aspect of the management of Schemes, and to confer upon the grantees of such diplomas, certificates and awards the right to use designatory words or letters after their names to indicate the grant of any such diploma, certificate or award

(d) To maintain a register of Members qualified in the management of Schemes by

Admission to one of the classes of membership of the Institute, and to permit other

Persons who are not members of the Institute to be affiliated to the Institute in such manner and subject to such conditions as may be seen fit.

(e) To set up and enforce high standards of professional conduct amongst Members and to publish a Code of Professional Conduct.

(f) To provide such specialised services connected with the management of Schemes as are considered to be of assistance or benefit in furthering the objects of the Institute.

(g) To hold conferences and meetings for the consideration and discussion of matters concerning or affecting or incidental to the management of Schemes.

(h) To issue reports of proceedings of conferences and meetings and generally to collect, collate and publish information of assistance or benefit in furtherance of the objects of the Institute.

(i) To make representations, collect and give evidence to the Government, Government Departments and any other bodies or organisations interested in or concerned with the management of Schemes, or any matter or thing connected therewith or incidental thereto.

(j) To organise and finance education and training courses concerned with any of the objects of the Institute including without limiting the generality of the foregoing seminars, study groups, discussions, courses and the reading of learned papers concerned with matters related or incidental to the management of Schemes, and to pay and provide for scholarships, exhibitions, prizes and other awards.

(k) To establish, authorise the formation of, maintain control and manage local groups in the United Kingdom and elsewhere for the purpose of promoting the objects of the Institute and from time to time to determine the constitution, rights, privileges, obligations and duties of such groups, and if thought fit to modify and dissolve the same.

(l) To prepare, edit, print, publish, issue, acquire and circulate (or to assist in the same) books, papers, periodicals, gazettes, circulars and other literary undertakings concerned with or bearing upon any of the objects.

(m) To establish and maintain a library and collection of all forms of material relating to or incidental to the management of Schemes and to provide facilities for the use of the same.

(n) To take such steps as may from time to time be necessary for the purpose of procuring contributions to the funds of the Institute.

(o) To borrow or raise any money that may be required by the Institute upon such terms as may be deemed desirable and in particular by mortgage or charge of all or any part of the property of the Institute and draw, make, accept, endorse, discount, execute and issue negotiable or transferable instruments.

(p) To guarantee in any manner, or to enter into any indemnity or other arrangement in relation to, the discharge of any liabilities or the observance or performance of any kind of obligations of any person and to secure any such guarantee, indemnity or arrangement or the discharge of any liabilities or the observance or performance of any such obligations by any charge over the whole or any part of the undertaking or assets of the Institute.

(q) To invest the moneys of the Institute not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided, and to appoint investment advisers and/or managers.