When appointing and removing pension trustees: • Ensure that the power to appoint and remove trustees is exercised for a proper purpose. • Check the provisions of the trust deed and rules and ensure that trustees are appointed, removed or retire in accordance with them. • Where a company is sole trustee, check the provisions of the company's articles and ensure that directors are appointed, removed or retire in accordance with them. • Check whether there are any restrictions on the appointment or removal of trustees (eg a maximum or minimum number of trustees) and ensure that the appointment or removal does not breach them. • Ensure that any changes do not reduce the number of trustees below

FORTHCOMING DEVELOPMENT: On 15 December 2025, the Department for Work and Pensions (DWP) launched a consultation examining whether the existing powers enabling the Pensions Regulator (TPR) to remove and replace trustees should be supplemented or reformed, noting that TPR’s current statutory powers to suspend, prohibit or replace trustees are tightly constrained, used infrequently and can involve complex, quasi-judicial processes. Where trustee replacement is required, TPR generally appoints independent trustees from its independent register, which in practice consists of a small number of professional trustee firms and can be an effective but costly solution, particularly for schemes under stress or orphan schemes with no trustees in place. Against this background, the consultation explores the feasibility of introducing a government-appointed public trustee to act as a secure, independent, last-resort option where trustees need to be replaced or appointed. Moreover, where applicable, a scheme must comply with legislative requirements relating to the appointment of member-nominated trustees or directors. Legislation (the ‘Member-nominated trustees (MNT) legislation’) requires that at least one-third of trustees are member-nominated trustees (or

This Practice Note focuses on the law and practice relating to the appointment of directors and how a director can retire or resign. It examines the role of a director and the different types of director. It also covers the notifications and other steps that are required when there is a change of director, such the need to update the statutory registers and make filings at Companies House. It considers the relevant provisions of the Companies Act 2006 (CA 2006) and a company’s articles of association. This Practice Note also covers the additional provisions relating to the appointment, retirement and resignation of directors of listed public companies including the UK Corporate Governance Code (UKCG Code), which applies to UK and overseas companies with a listing of equity shares in the equity shares (commercial companies) category in the UK (listed companies). A director may also be removed or dismissed. The removal of a director is covered in a separate Practice Note: Removal of a director. The role of a director In basic terms, the directors

Restructuring & Insolvency analysis: The High Court considered the novel question of how rent should be apportioned where a liquidator disclaims a lease and only part of the demised premises is vested under section 182 of the Insolvency Act 1986 (IA 1986). The court held that the vestee must pay the proportion of the reserved rent fairly attributable, by value, to the vested property, assessed by reference to circumstances known or reasonably foreseeable at the commencement of the winding up. The exercise is one of apportionment, not reassessment on grounds of fairness. Practitioners advising prospective vestees should therefore scrutinise the economics of the lease before seeking a vesting order, as disadvantageous rental terms cannot subsequently be recalibrated through the apportionment exercise. Produced in partnership with Dale Timson of Enterprise Chambers.

While this Practice Note primarily covers commercial property matters, it also touches on residential considerations. Whenever a property is sold, outgoings and any income need to be split between the seller and buyer. When a new lease is granted, the rent to be paid by the tenant for the part period between the commencement of the lease and the next rent payment day has to be calculated. When a lease comes to an end before its contractual termination date (perhaps on the exercise of a break clause) the parties need to consider whether part of the advance rent should be refunded and if so, calculate the proper sum. (In such a case, the tenant is only entitled to a refund of rent where the lease contains express wording to that effect (Marks and Spencer v BNP Paribas). For further guidance, see Practice Note: Break clauses and notices—exercising breaks and conditions precedent.) All of these situations involve apportionment. When drafting an apportionment clause, especially in relation to a multi-let property (eg an industrial park, a shopping centre,

The division of the cost of any contaminated land remediation action between two or more appropriate persons, after any exclusions have been applied.

THIS CHECKLIST APPLIES TO MULTI-EMPLOYER DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES General • Apportionment arrangements provide an exiting employer of an underfunded occupational pension scheme with an alternative to paying a s 75 debt in full as a result of the occurrence of an employment-cessation event. • There are three types of apportionment arrangement: ◦ scheme apportionment arrangement (SAA) ◦ regulated apportionment arrangement (RAA), and ◦ flexible apportionment arrangement (FAA) • The statutory conditions that must be met by apportionment arrangements are set out in the Employer Debt Regs, SI 2005/678, regs 6B, 6E and 7A, and in the definitions contained in reg 2(1). • The Pensions Regulator (TPR) has issued guidance to help employers and trustees understand the different methods available to deal with s 75 debts, including apportionment arrangements. • If an apportionment arrangement could be detrimental to the ability of a scheme to meet its pension liabilities, the exiting employer and

FORTHCOMING CHANGE: Following the announcement at Autumn Budget 2024 on 30 October 2024, unused pension funds and pension death benefits paid out following an individual’s death on or after 6 April 2027 will be subject to IHT. New section 150A of the Inheritance Tax Act 1984 is added by section 66 of the Finance Act 2026, with effect from 6 April 2027. For more information, see Practice Note: Hot topic—the reform of inheritance tax on pensions and News Analyses: Autumn Budget 2024—Private Client analysis — Inheritance tax and HMRC confirms new IHT rules on unused pension funds to apply from 6 April 2027 The calculation and apportionment of inheritance tax (IHT) due on death can be complex, especially taking account of trust interests, chargeable lifetime transfers, the potential mix of exempt and non-exempt beneficiaries, available reliefs and allowances for reliefs, the basic nil rate band (NRB) and the residence nil rate band (RNRB). For further information on calculating IHT on death, see Practice Note: Calculating the inheritance tax (IHT) charge on death,

The value ascribed to a life company which is open to new business and is represented by the sum of the embedded value and the goodwill.

A quantitative threshold applied by the European Commission to ensure EU competition law only applies to conduct that appreciably restricts competition, in particular by only applying EU competition law when there is an appreciable effect on trade between member states, ie of a certain magnitude.

Article 101(1) TFEU prohibits agreements which may affect trade between Member States and which have as their object or effect the prevention, restriction, or distortion of competition within the internal market.  However, a restrictive agreement (whether between competitors or non-competitors) will not trigger the Article 101(1) TFEU prohibition where its impact on competition is not ‘appreciable’. In other words, the prohibition does not apply where any identified anti-competitive effects (presumed or otherwise) are ‘insignificant’—the detrimental effects on competition must be of a sufficient magnitude to merit the attention of the authorities. De minimis doctrine—appreciability This principle—known as the de minimis doctrine—was first formulated in Völk v Vervaecke, where the Court of Justice stated that: '...an agreement falls outside the prohibition in Article [81(1)] where it has only an insignificant effect on the market, taking into account the weak position which the persons concerned have on the market of the product in question.’ This was applicable regardless of the nature of the restraint in question, including in relation to ‘hardcore’ restraints (noting that Völk involved a clause

A person who is engaged by someone to be taught a trade or skill.