LGPS CENTRAL. Minutes of meeting held on 24 June 2016 at WMPF s offices in Wolverhampton at 10 am

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1 LGPS CENTRAL Minutes of meeting held on 24 June 2016 at WMPF s offices in Wolverhampton at 10 am Present: Justin Bridges (Shropshire) (Chair), Chris Mann (Cheshire), Colin Pratt (Leicestershire), Dawn Kinley (Derbyshire), Emma Bland (West Midlands), Geik Drever (West Midlands), John Wood (Staffordshire), Keith Palframan (Nottinghamshire), Mark Chaloner (West Midlands), Mark Forrester (Worcestershire), Nick Jones (Cheshire) Apologies: Melanie Stokes (Staffordshire), Simon Cunnington (Nottinghamshire) Agenda Item/Action Initials Due 1. Minutes of last meeting (13 June 2016) 1.1 These were agreed, subject to suggested rewording from Worcestershire:- All pool members agreed that although the LGPS Central Business Case includes cost sharing assumptions that have been developed for the July submission to Government, in reality, allocation of Operator running costs will be kept under continual review to ensure fair sharing of costs across the funds in the pool. Each pool member will need to be sufficiently assured that the allocation of Operator running costs ultimately allows each fund to enjoy benefits of being a member of the pool. Several funds felt they would have difficulty agreeing the green highlighted, as there may not be benefits for some funds (who were already cost efficient) and the only way to ensure this, would be for funds with benefits to pass some of their benefits to those without, which was not deemed fair. After further discussion the below revised wording was agreed:- All pool members agreed that although the LGPS Central Business Case includes cost sharing assumptions that have been developed for the July submission to Government, in reality, allocation of Operator running costs will be kept under continual review to ensure fair sharing of costs across the funds in the pool. It was

2 agreed that cost sharing would be reviewed by the Programme Board as and when appropriate. The Programme Director, G Drever, would raise this with the S151 Officers Conference Call on the 27 th June 16. [The revised rewording has since been agreed] 1.2 Agreed that Shropshire, J Bridges, would chair this meeting. 1.3 Nottinghamshire would chair the 8 th July meeting. 1.4 Leicestershire would chair the 22 nd July meeting. 2. Matters arising 2.1 J Wright (Hymans) had written to G Drever, to ask if Access could visit her, as they were deciding whether to build/buy/rent an operator. G Drever had agreed. GD SC CP 27 June July West Midlands had circulated their presentation for their Mid-Year Review, for employers and asked Pool Officers to feedback any issues. 2.3 It was agreed to change the two weekly pool meetings to three weekly, thus providing more space to deliver the programme/workstreams. Programme Board will also now be scheduled in. (a) Two weekly pool meetings to be changed to three weekly. (b) Pool officers to feedback any issues on the West Midlands Mid-Year review presentation 3. Feedback from meetings 3.1 Individual Pensions Committee meetings Cheshire, Derbyshire, Leicestershire, Nottinghamshire, Staffordshire and West Midlands Pensions Committees had approved the business case. o Derbyshire: The use of an independent Chair on the Shareholders Forum was questioned. [Pool officers feel it might be helpful to have an independent Chair at least for the first 6-12 All All On-going 30 June 16

3 months and then this can be reviewed] o Staffordshire: Their Pool officers had been asked to write to the Minister to express the Committee s concerns regarding proposals to stop them appointing managers and the drag on performance for the first few years. [The Pool were not opposed to this. J Wood agreed to share the letter and this has since been circulated on the 24 th June 16] Shropshire s and Worcestershire s Pensions Committees were both on the 28 th June 16. o Shropshire did not envisage any problems and had been through the business case with the Chair and S151 Officer in detail. 4. Update on business case progress/committee sign-off 4.1 Business Case The business case is being branded, formatted and tidied up for the end of June, for submission by the 15 th July. 4.2 Sign-off Cheshire had taken advice on who should sign off the submission/mou for Cheshire, and the view seemed to be that it should be the Committee Chair and the S151 Officer. For several Funds, the S151 was the decision maker under delegated powers, so their signature would have to be on it, but the pool felt that it would prefer to have the Chair sign as well. As decision making responsibilities were arranged differently in different Funds, it was agreed that S151 Officers and Pensions Committee Chairs would sign. (a) Business case to be formatted and tidied up by the end of June (b) S151 Officers and Pensions Committee Chairs to sign off the submission/resolution 5. Programme 5.1 Programme Plan The programme plan was circulated. A column had been added showing the workstreams responsible for each section of the programme plan and the sections colour-coded. EB All 30 June 16

4 5.2 Budget The budget had been circulated. There were no changes from the previous version. 5.3 Risk Register It was agreed Brexit should be added as a risk. EB 29 June Available resources from Funds/Workstreams for phase 2 (post 15 th July) The procurement element had been removed from the Procurement and Communications workstream as separate procurements would be undertaken within each workstream. Resource agreed so far:- o C Pratt agreed to lead the Communications workstream and allocate 50% of his time to the programme. However this would be on an adhoc basis rather than set days. o M Forrester agreed to support a workstream - governance. o J Bridges agreed to lead the Pool Governance workstream, subject to his S151 Officer approval. o M Stokes had agreed to lead the Pool funds establishment workstream. o S Cunnington had agreed to support the Pool funds establishment workstream. o D Kinley had agreed to support the Pool funds establishment workstream and the Operator establishment workstream. o C Mann had agreed to support the Fund Governance workstream. [In view of the shortage of resources, the pool should look at the governance workstream together and J Bridge will lead] o E Bland to lead Operator establishment workstream. C Pratt also to support. o All informed that they would not be able to offer blocks of time, rather adhoc days and a commitment to complete specific tasks. G Drever was planning to hold a session with the workstream leads to go through their lines of the Programme Plan. M Wynn was going to see if he could source a Project Manager from Cheshire. It would be useful if the Project Manager was in travelling distance to the Funds and had communications experience/skills. An had been circulated to pool officers setting out the technical skills that would be useful on each of the workstreams, as well as overall soft skills, to help them identify if they had any suitable resource at their respective authorities.

5 G Drever and E Bland would be moving onto the programme full-time from the 1 st July 2016 and would backfill G Drever s post. Whilst it would be easier to use pool officers to lead the programme workstreams going forward, and backfill their posts, it was acknowledged that this may not be possible and agreed that external resource would likely have to be hired in. An availability chart had been circulated, for pool officers to show dates they were unavailable from June 16 to December Specifications for phase 2 advisers Two draft specifications were circulated for review by pool officers: one for a legal adviser and one for a tax/accounting/financial adviser. (Although some advisers could provide both legal and tax/accounting/financial advice, it was felt best to keep the two areas separate) Key dates for the procurements were also circulated. The legal adviser would be procured through the National LGPS frameworks (Legal framework, Lot 3) The tax/accounting/financial adviser would be procured through the Crown Commercial Service frameworks (ConsultancyOne framework, Lot Corporate Finance & Financial Strategy) It was likely Derbyshire and Leicestershire would be using EM Lawshare with Nottinghamshire. Cheshire would take a view after the Legal workshop. Alpha via JLT was offering to visit pools to discuss FCA registration, but it was suggested that this role would be provided by the two advisers being procured. It was suggested that the S151 Officers should ratify the appointment of the Programme Director. (a) Brexit to be added to the risk register. (b) C Mann to check with M Wynn whether he had been able to source a Project Manager from Cheshire. [C Mann has since confirmed that the potential candidate is now committed to other work] (c) Resource to be discussed at the S151 Officers Conference Call. (d) Pool officers to provide feedback on the specifications. (e) S151 Officers to ratify the appointment of the Programme Director EB CM GD MS EB 27 June June June 16

6 6. Slides for 8 th July Joint meeting of Chairs, Vice-Chairs and S151 Officers 6.1 A PowerPoint presentation for the 8 th July was circulated for review. 6.2 The following amendments were suggested:- Slides 8 and 9: alongside an independent chair to be replaced with alongside an independent chair initially Slides 8 and 9: Equal voting rights 1 share, 1 vote to be included Slide 10: July 2017 to be replaced with April 2017 for the appointment of Senior Officers/Board Members Slide 13: July September 16 to be replaced with First meeting of the 2 forums on x [date to be arranged and inserted] September 16 A slide on the recruitment process and the list of posts needed (e.g. CEO, COO/CFO), to be included A Key Risks slide to be included 6.3 It was also suggested that the Shareholders Forums needed to be diarised. 6.4 In terms of presenters, G Drever and M Stokes to present and M Wynn had suggested a S151 Officer be involved, to demonstrate their involvement/buy-in. M Wynn was happy to do it or let another S151 Officer present. 6.5 Web link would be demonstrated at the 8 th July meeting. (a) S151 Officers involvement in the Joint meeting presentation, to be discussed on the S151 Officers Conference Call. [It has since been agreed that M Wynn will present on the 8 th July, but it will be rotated in future] (b) G Drever and M Stokes to present on the 8 th July. (c) Slides to be amended and circulated 7. Communication 7.1 Draft press release for the 15 th July submission A draft press release was circulated. This would be issued on the 15 th July. West Midlands would share the press release with relevant trade publications. It was up to individual funds if they wanted to share with their local media. However it was suggested the press release be circulated to trustees and the Q&A (accompanying the press release), be shared with Funds press offices, to enable them to handle any All GD/MS EB 27 June June 16

7 queries. 7.2 Draft June briefing A briefing was circulated for information and to be distributed to all Funds Trustees. In future all briefings will be loaded onto Web link. West Midlands were intending to brand this and send to their Trustees w/c 27 th June Web link Web link had been set-up and documents were being uploaded to it. Web link would be demonstrated at the 8 th July meeting. It was agreed that there would be two sites: one for Pool Officers and S151 Officers, and another for Pensions Committee and Pensions Board members. (a) Pool officers to review the draft press release and feedback any comments. All 30 June Next meetings 8.1 It was agreed meetings would be rescheduled for every 3 weeks, with the possibility of review (for cancellation) for the August meetings due to annual leave.

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