The organisational structure and approach to exercising control over an occupational pensions scheme by its trustee board.

This Practice Note explores governance, contract management and reporting provisions in typical outsourcing agreements. It explains the reason why governance is particularly important in long-term outsourcing agreements and explains the structure of a typical governance schedule. It also examines related legal issues such as good faith, contract variation and waiver. Outsourcing agreements usually last for a number of years and require close collaboration between the supplier and the customer throughout the term. Robust governance and reporting provisions form the foundation of this collaboration and ensure that the parties begin their relationship with a clear expectation of how much involvement the customer will have in the day-to-day operations of the outsourced services, how often and in what form the supplier needs to report to the customer, and how potential problems will be resolved. This Practice Note looks at the following issues: • Introduction to outsourcing governance • Drafting the governance provisions • Legal issues • Reporting For precedent governance and reporting provisions, see clause 9 and schedule 9 of Precedent: Outsourcing agreement—long form. Introduction to outsourcing governance Governance

This Practice Note discusses the Monitoring Officer, a role that every authority must designate to one of its officers under the Local Government and Housing Act 1989 (LGHA 1989). It covers the monitoring officer’s statutory duties and duties under the Members’ Code of Conduct, the practicalities of the role, the Register of Interests and potential conflicts of interest arising from the role. This Practice Note relates only to England; the legislation is different in Wales. Every local authority must designate one of its officers as the Monitoring Officer and provide that officer with such staff, accommodation and other resources as they consider sufficient to allow them to perform their duties. The Monitoring Officer cannot be the authority's designated Head of Paid Service or its Chief Finance Officer, except for local policing bodies for which the Chief Executive acts as Monitoring Officer by operation of law. Although the Monitoring Officer’s duties are essentially legal, there is currently no requirement for the officer to be legally qualified. The Law Society has called for legislative

The arrangements that the managers of a firm must implement to ensure that there is compliance with the SRA Handbook.

1 This document describes our governance arrangements, ie the framework through which the firm is directed and controlled. 2 The firm operates as [insert structure eg a sole practitioner, a partnership, a limited liability partnership, a limited company, an alternative business structure]. A list of the [insert eg partners, members, directors] is available at [insert location]. 3 The day-to-day operations of the firm are managed by [insert details, eg the executive management team]. The [insert, eg executive management team] reports to and is overseen by [insert, eg the Board], which has overall responsibility for the strategy and direction of the firm. The organisation chart in the Appendix shows the members of the [insert, eg executive management team and the Board]. 4 The table below shows the senior and managing partners’ roles and (in alphabetical order): 4.1 the other governance roles we have identified 4.2 what each role involves 4.3 who is ultimately responsible for each role Governance role Key responsibilities Role holder Senior partner Act as chair of the firm’s [insert eg partnership, board, management team etc]Represent the firm as its ambassador in external relations with clients and other third partiesSet

1 General information Date of review Person(s) conducting review [Insert date] [Insert name(s)] 2 Review and findings Item reviewed Outcome If you have a governance arrangements document describing your governance structure and key governance roles/areas, is this document up to date in terms of:—the way your governance is structured—what each governance role/area involves?—who is responsible for each role/area? ☐  Yes ☐  No (set an action point at 3 below) Is your

The rise of DC governance Due to automatic enrolment (which requires employers to make some form of pension provision towards their employees) and the high costs and regulation of defined benefit (DB) schemes, there has been an accelerating move towards the provision of defined contribution (DC) benefits in the workplace. DC schemes provide money purchase benefits (defined in the Pension Schemes Act 1993, s 181—see Practice Note: Money purchase benefits—the statutory definition). In DC schemes (unlike DB schemes), the contributions paid into the scheme by the employer and employees are defined but the benefits provided by the scheme are not. Benefits are mainly based on the amount of contributions paid into the scheme (by both employer and employee), those contributions’ investment growth and scheme charges. The costs are more stable and predictable for the employer since employees bear the risk that their benefits may not be as great as expected if investments underperform. The evolution of the DC workplace market had failed to provide DC members with minimum quality standards, raising concerns

The SRA Code of Conduct for Firms (Code for Firms) requires your law firm to have effective governance structures, arrangements, systems and controls in place to ensure, among other things, compliance by the firm, its managers and employees with the SRA’s regulatory arrangements and other applicable regulatory and legislative requirements. This Practice Note considers the SRA’s requirements in the Code for Firms and discusses what is meant by governance and how to create clear, transparent governance arrangements. It reflects the requirements in the SRA Standards and Regulations. What is governance? There is no universally accepted definition of governance, either within the legal sector or the wider corporate world. OECD definition In 1999, the Organisation for Economic Co-operation and Development (OECD) published the following definition of corporate governance: ‘Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate

This Checklist will help you determine whether you comply with the SRA’s requirement for firms to have effective governance structures in place to ensure compliance with its regulatory arrangements. It reflects the requirements in the SRA Standards and Regulations and should be read in conjunction with Practice Note: Governance structures—law firms. Requirement Compulsory or recommended Comments (if any) ☐ Develop a governance structure that, along with your other arrangements, systems and controls, is effective to ensure:—you comply with all the SRA’s regulatory arrangements, as well as with other regulatory and legislative requirements, which apply to you—your managers and employees comply with the SRA’s regulatory arrangements which apply to them—your managers and interest holders and those you employ or contract with do not cause or substantially contribute to a breach of the SRA’s regulatory arrangements by you or your managers or employees—your compliance officers are able to discharge their duties under paragraphs 9.1 and 9.2 of the

Purpose of this Checklist This Checklist is designed to assist a Solvency II UK firm in aligning its governance, systems and controls with the regulatory expectations of both the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA). It should be read in conjunction with Practice Note: Governance, systems and controls requirements for insurers which provides a more detailed overview of the relevant requirements. Governance and organisational structure • ensure that the board is ultimately accountable for compliance with applicable PRA, FCA and legislative requirements • establish an effective system of governance, including a transparent organisational structure with clear allocation and segregation of responsibilities • regularly review and update written policies covering risk management, internal control, internal audit and, where relevant, outsourcing • maintain documented approvals from the governing body for critical decisions and policy changes Risk management • implement and integrate an effective risk-management system into the decision-making process, ensuring continuous identification, measurement, monitoring, management and reporting of risks • incorporate comprehensive strategies, stress testing, scenario analysis

This Practice Note provides an overview of the detailed regulatory rules and guidance that apply to UK insurers concerning governance, risk management, systems and controls (for a checklist in relation to Solvency II UK firms, see: Governance, systems and controls requirements for Solvency II UK firms—checklist). Introduction The requirements on UK insurers concerning the topics of governance, risk management, systems and controls are all interlinked and should be approached in a holistic manner. These requirements primarily take the form of a number of detailed regulatory rules and guidance, and insurers must periodically review their governance, risk management, systems and controls to ensure effective compliance with them. Insurers will also be aware that the UK regulators determine whether certain incidents represent regulatory breaches by reference to overarching ‘threshold conditions’ and broad regulatory principles (or ‘fundamental rules’), which are set out in this Practice Note. Accordingly, the UK regulators could consider an insurer to be in breach of applicable regulation by reference to a threshold condition or a regulatory principle even if there is no rule

CSR and ESG The terms ‘responsible/sustainable business’, ‘corporate responsibility’ (CR) or ‘corporate social responsibility’ (CSR), and ‘environmental, social, governance’ (ESG) are used by businesses and lawyers in various different contexts. However, for the most part they are all used to convey a business behaving in a responsible manner as part of its day to day activities. Many companies are realising that compliance with national, state and local laws and regulations may no longer provide sufficient protection from legal, regulatory or reputational risk and that falling short of the growing requirements in this area can have financial implications. CSR is very much concerned with making a business accountable, but historically CSR impacts have been hard to measure. This is now changing in the ESG context, where impacts are becoming more measurable. For more information on this terminology and the evolution from CSR to ESG, see Practice Note: Sustainable business and environmental, social, governance (ESG)—introduction for companies and advisors. Corporate governance Corporate governance is the system by which companies are directed and controlled.