UKGI00045858
UKGI00045858
UK Government Investments Limited (the “Company”)
Terms of reference for the Company’s board of directors (the “Board”)
Chair
Members
Attendees
Additional
invitees
Quorum
Meeting
Frequency
Secretary
This Board
receives its
authority from
Purpose of the
Board
The initial appointment of the chair of the Board (the “Chair”), and any
other Board appointments) will be considered by the Board’s
nominations committee and recommended to the Board. The Board will
then recommend the appointments to HM Treasury Ministers for their
approval. If approved by HM Treasury Ministers the appointees will then
be appointed in accordance with the Company's articles of association.
Once appointed the Chair will act as chair for all meetings, or, in his
absence, the deputy chair or senior independent director, or, in their
absence, the Board will nominate a director to be the chair for the
meeting.
The Board will comprise of up to ten directors, of which:
At least one is to be an executive of the Company;
the chairperson and other independent, non-executive directors are to
constitute the majority of the Board;
a shareholder director, and
the UKFI Chair.
Members of the UKGI team will attend Board meetings as appropriate.
Specialists may be requested to attend Board meetings for specific
items or to make presentations to the Board.
The quorum will comprise of the Chair, the Company's chief executive
and two of the Company's independent non-executive directors.
At least eight times per year and otherwise as required.
For Companies House purposes the Company secretarial services are
provided by MSP Secretaries Limited. In practice, these are to be
performed by the Company's chief financial officer (“Company
Secretary”), supported by his or her team.
The Board receives delegated authority from HM Treasury and as
detailed in the [Company's Framework Document] (“Framework
Document’).
The Board is accountable to the Chancellor of the Exchequer and
through the Chancellor of the Exchequer to Parliament.
Specifically the Board is required to:
- adhere to the budget delegated by HM Treasury to the Company's
Accounting Officer with the accompanying terms and conditions.
- ensure that the Company monitors its progress and delivers against
its objectives, as defined in the Framework Document
(“Objectives”);
- ensure the Company is adhering to its customer responsibilities, by
providing high quality independent professional advice; and
- to monitor the Company's resources, its management and risks.
To ensure the Company fulfils its overarching purpose to be the
Government's centre of excellence in corporate finance and corporate
governance by operating in a way that is consistent with the
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Government's policy objectives, including, but not limited to, the
promotion and preservation of orderly, competitive markets.
To agree with HM Treasury the Objectives and oversee the delivery by
the Company against such Objectives, including:
a) preparing and executing all significant corporate asset sales by
the Government;
b) advising on all major Government financial interventions into
corporate structures;
c) to act as a shareholder for those arms length bodies of the
Government that are structured to allow a meaningful
shareholder function and for other Government assets facing
complex transformation (especially if governance is at the heart
of a model change); and
d) to advise on major UK Government negotiations with
corporates.
Oversight of the Budget designed to support the Objectives and control
arrangements for the Company.
Scope of the The Board has overall oversight of its committees, the Company's management
Board oversight and its activities, and the preservation of the independence of its advice to
and responsibility customers from its shareholder.
The detailed responsibilities of the Board are :
Financial
Ensuring the Budget is sufficient to support the Objectives, prior to being
submitted for approval to HM Treasury.
Appointing a professionally qualified chief financial officer controller to
manage;
o the accounts of both the Company and the Company's
subsidiary, UK Financial Investments Limited; and
othe Budget.
Signing off the Company's financial statements and accounts in
accordance with the requirements of the Government financial reporting
manual and the Companies Act 2006.
Establishing and maintaining appropriate accounting policies,
implementing and monitoring the maintenance of adequate accounting
and other records and systems of planning and internal control.
Strategy
Reviewing the Objectives, ensuring they are consistent with the
Company's overarching purpose (as detailed in the Framework
Document) and monitoring the Company's performance against the
same.
Ensuring appropriately qualified individuals with relevant experience are
in place to deliver the Objectives.
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Risk
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Ensuring that the Company's management establish and maintain an
appropriate framework for managing risk in respect of the Company and
its subsidiary (effective 1S' April 2016).
Defining the risk appetite of the Company as appropriate for each of its
activities.
Self-review
Ensuring that suitably rigorous appraisals are made of the effectiveness
of the Chair and the Board, including reviewing the Board's constitution
and terms of reference to ensure the Board is operating at maximum
effectiveness.
Ensuring that Board effectiveness reviews include the Board's
committees.
Legal, regulatory and governance
Considering and, as appropriate, authorising any actual or potential
conflicts of interest in accordance with the Companies Act 2006 and the
Company's articles of association.
Receiving the minutes of and/or reports from the Board’s committees
and Company's subsidiaries.
Overseeing the Company's corporate governance arrangements to
ensure these reflect best practice private and public sector standards.
Periodically reviewing the Companies business continuity plan.
Approving materials prepared for the quarterly shareholder meetings
(QSM), which the chair must attend.
HM Treasury may give the Board directions of a general or specific
nature from time to time and the Board must comply with such directions
or resign. Such directions must be given in writing and be published by
HM Treasury unless financial stability requires that publication is
delayed or withheld.
Approving where appropriate the Company's compliance policies (in
instances where these are not approved by the Board's committees).
Board's oversight of key Company activities
To provide oversight and strategic direction of the discharging of the Objectives,
in particular:
Approving the Business Plan and any revisions to it;
Approving the managements’ strategy in relation to key transactions/
projects;
Overseeing delivering against the Business Plan and providing
challenge where the Objectives are not being met;
Active engagement with clients in accordance with best practice;
Management of conflicts and insider information relating to listed
entities/ clients with listed entities;
Ensuring compliance with respective client MOUs;
Reviewing client feedback of work undertaken as described in the
MOUs;
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Delegation of
Authority
Support
TOR last
approved on
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e Approving variations to MOUs;
e Overseeing key pieces of advice to Ministers;
e Approving the requirement of external advisors.
e The directors may delegate any of their powers (with power to sub-
delegate) to committees consisting of such person or persons (whether
directors or not) as they think fit.
e Refer to section “Secretary”.
e The Board to be provided with appropriate and timely training both in the
form of an induction programme for new members and an ongoing basis
for all members. A training schedule will be agreed with the Board at
the appropriate time.
e The Board to have access to sufficient resources in order to carry out its
duties.
© 27January 2016
To be reviewed in January 2017, or at the point of any material changes.
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