BBC PENSION SCHEME BENEFITS COMMITTEE. Terms of Reference Agreed by the Board of BBC Pension Trust Ltd on 1 April 2009

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1 BBC PENSION SCHEME BENEFITS COMMITTEE Terms of Reference Agreed by the Board of BBC Pension Trust Ltd on 1 April 2009 The Board of BBC Pension Trust Ltd (the Board) has established a Benefits Committee with delegated authority to implement and keep under review the Board s policy in respect of all aspects of the BBC Pension Scheme s (the Scheme) administration. Responsibilities The principal responsibilities of the Committee are to: a) Benefits i) agree changes to benefits procedures (e.g. actuarial factors or transfer value calculations) consistent with existing policy; ii) recommend to the Board benefits calculation changes requiring a change in policy; iii) monitor the discretions exercised by Scheme officers and the administrator, and ensure that decisions accord with guidelines set by the Board; iv) determine how discretions are to be exercised in complex cases referred to the Committee by the Head of Pensions; and v) monitor appropriateness and suitability of AVC arrangements, having received advice about investment options and performance from the Investment Committee. b) Benefits Administration i) recommend to the Board appointment or removal of the administrator; and ii) authorise capital investment of up to 100k in any Scheme year. c) Professional Advisers and Service Providers i) approve the terms of appointment of the Actuary and Scheme solicitor (the professional advisers); ii) review annually the performance of the professional advisers; iii) at least once every five years conduct an in-depth review of each professional adviser and recommend to the Board whether they be retained or changed; and iv) appoint, monitor the performance of and remove service providers necessary for the effective administration of the Scheme (e.g. off-site data 1

2 storage, pension administration software, business continuity and independent financial advisers). d) Scheme Documentation i) review changes to the Trust Deed and Rules and Articles of Association for BBC Pension Trust Ltd (if necessary, in partnership with the Investment Committee and/or the Finance, Audit and Risk Committee) prior to their being submitted to the Board for agreement; ii) develop, implement and periodically review the Board's communications policy, including style and quality; and iii) sign-off benefits-related communications (e.g. scheme booklets, AVC handbooks, and benefits statements). e) Expenditure i) monitor cost of administration against the agreed budget and hold Scheme officers to account for any significant variations. f) In-house Administration Services i) monitor the delivery of administration services provided by the BBC and assess its performance against the standards agreed in the administration agreement; ii) periodically arrange for a survey of members views about the services they receive and ensure that any follow-up action agreed is implemented; and iii) periodically review the range and standard of services being provided by the BBC and recommend to the Board any changes considered necessary. g) Risk i) ensure that administration risks are identified and adequately controlled to best practice levels in partnership with the Finance, Audit and Risk Committee. h) Compliance i) monitor the Scheme s compliance in respect of benefit administration as required under the Trust Deed and Rules, pensions legislation and regulation and the Scheme s governance statement, and initiate any remedial action considered necessary; i) Performance i) review annually the Committee s performance and its terms of reference, report the outcome to the Board and seek approval for any changes thought necessary. j) Business Plan i) maintain a three year rolling business plan. 2

3 Authorities and Restrictions a) In pursuit of its responsibilities, the Committee is authorised to exercise relevant Board powers. The Committee can authorise changes to calculation procedures, subject to receipt of actuarial and/or legal advice as appropriate, provided that the change does not conflict with the Boards existing policies. b) The Committee is expected to take advice as required and is authorised to incur expenditure with professional advisers as is justified by the execution of its responsibilities, within budgetary constraints set by the Board. Composition a) The Committee comprises three Directors who are appointed by the Chair of the Board. One is a Director appointed by the BBC and two are Directors nominated by the Members. b) The Chair of the Board will nominate one member of the Committee to be the Chair and another to be the Deputy Chair. c) The Secretary of BBC Pension Trust Ltd is the secretary, unless the Chair of the Committee determines otherwise. Meetings a) Frequency: The Committee meets quarterly and at such other times as the Chair decides is necessary. Wherever possible, at least seven days notice will be given of any non-scheduled meeting. b) Format: Meetings can be conducted in person, over the telephone, by or via a video link, as decided by the Chair. c) Quorum: A minimum of two members is required to be present. Members unable to attend in person can join a meeting by telephone or video link and be counted as present. d) Attendance: By prior agreement with the Chair, through the Scheme Secretary, all Directors of the Board can attend any meeting of the Benefits Committee. e) Decisions: The Committee can only reach decisions by the unanimous vote of those present and eligible to vote. Failing this the issue must be referred to the Board. f) Papers: Papers are distributed to members at least one week in advance of any meeting (unless a shorter period is agreed by the Chair) and made available on-line to all Directors. g) Minutes: Draft minutes are forwarded to the Chair for agreement within five working days and thereafter circulated to Committee members and made available on-line to all Directors. 3

4 Reporting The Chair presents to the Board each quarter a report, one of which is an annual report. These reports cover but are not restricted to: (a) benefit changes; (b) benefits communications; (c) rolling reviews and annual events; (d) issues requiring Board approval; (e) compliance failures; (f) notifiable events; (g) other issues for the Board s attention; (h) performance of the in-house administration service; (i) update of its three-year rolling business plan; and as part of the annual report: (i) a summary of how discretions have been applied; (ii) assessment of the Committee s performance and any recommended changes to the terms of reference; (iii) the range and standard of in-house administration services required and any changes needed; (iv) benefits communications planned for the next twelve months; and (v) the Committee s priorities for the next twelve months. 4

5 BBC PENSION SCHEME FINANCE, AUDIT AND RISK COMMITTEE Terms of Reference Agreed by the Board of BBC Pension Trust Ltd on 1 April 2009 The Board of BBC Pension Ltd (the Board) has established a Finance, Audit and Risk Committee with delegated authority to implement the BBC Pension Scheme s (the Scheme) policies in respect of financial management and internal controls. Responsibilities 1) The principal responsibilities of the Committee are to: a) Finance i) oversee the income and expenditure of the Scheme and address any issues of concern, e.g. cash management or borrowing; ii) oversee the Scheme s budgetary process, scrutinise budget proposals from Head of Finance and recommend an annual budget to the Board; iii) review tax-related issues and either resolve them, in partnership with the Benefits Committee or Investment Committee where appropriate, or make recommendations to the Board if the consequences are material to the Scheme; iv) review annually, or when circumstances require, the Scheme s system of financial authorities and authorised signatories, and recommend to the Board any changes considered necessary; and v) assess whether the Scheme s financial controls, both internal and external, are appropriate and effective and initiate any changes considered necessary. b) Audit i) annually recommend to the Board the re-appointment and remuneration of the Scheme Auditor; ii) devise, implement and regularly review the Scheme s audit policy and recommend to the Board any changes considered necessary; iii) agree all internal and external audit plans and, other than for the Scheme Auditor, the associated fees in advance of the work being undertaken; iv) accept audit reports and oversee implementation of any agreed recommendations; and v) evaluate the effectiveness of all audits. 1

6 c) Risk i) arrange an annual review by the Board of the Scheme s risk register; ii) allocate responsibility for mitigating specific risks and oversee implementation of any remedial action agreed as part of the annual review by the Board; iii) ensure that financial risks are identified and adequately controlled to best practice levels; iv) monitor the effectiveness of the Scheme s risk management programme and initiate any remedial action considered necessary; and v) in partnership with other committees, identify new risks and/or changes in the rating of existing risks. Recommend to the Board such changes to the risk register as are considered necessary between annual reviews. d) Service Providers i) approve the terms of appointment of the auditor, bank and custodian (the service providers); ii) review annually the performance of the service providers; and iii) at least once every five years conduct an in-depth review of each of the service providers and recommend to the Board whether they be retained or changed. e) Value for Money Reviews i) establish and implement a rolling cycle of Value for Money reviews in partnership with the other committees across the Scheme s significant areas of activity. f) Scheme Documentation i) approve the timetable for production of: the Report & Accounts, Summary Reports to members and Summary Funding Statement. Review drafts and recommend to the Board versions for publication. g) Expenditure i) monitor cost of financial management services against the agreed budget and hold Scheme officers to account for any significant variance. h) In-house financial management services i) monitor the delivery of financial management services provided by the BBC and assess its performance against agreed service levels and the administration agreement, taking remedial action when necessary. i) Compliance i) monitor the Scheme s compliance with recognised accounting standards, HMRC requirements, relevant pensions legislation, and regulation and the Scheme s governance statement, and initiate any remedial action considered necessary. 2

7 j) Performance i) review annually the Committee s performance and its terms of reference, report the outcome to the Board and seek approval for any changes considered necessary. k) Business Plan i) maintain a three-year rolling business plan. Authorities and Restrictions a) In pursuit of its responsibilities, the Committee is authorised to exercise relevant Board powers; b) The Committee is expected to seek professional advice as required and can incur fees within budgetary constraints set by the Board. Composition a) The Committee comprises three Directors who are appointed by the Chair of the Board. Two are Directors appointed by the BBC and one is a Director nominated by the Members. b) The Chair of the Board will nominate one member of the Committee to be the Chair and another to be the Deputy Chair. c) The Secretary of BBC Pension Trust Ltd is the secretary, unless the Chair of the Committee decides otherwise. Meetings a) Frequency: The Committee meets three times a year and at such other times as the Chair decides is necessary. Wherever possible, at least seven days notice will be given of any non-scheduled meeting. b) Format: Meetings can be conducted in person, over the telephone, by or via a video link, as decided by the Chair. c) Quorum: A minimum of two members is required to be present. Members unable to attend in person can join a meeting by telephone or video link and be counted as present. d) Attendance: By prior agreement of the Committee Chair, through the Scheme Secretary, all Directors can attend any meeting of the Finance, Audit and Risk Committee. e) Decisions: The Committee can only reach decisions by the unanimous vote of those present and eligible to vote. Failing this the issue must be referred to the Board. f) Papers: Papers are distributed to members at least one week in advance of any meeting (unless a shorter period is agreed by the Chair) and made available on-line to all Directors. 3

8 g) Minutes: Draft minutes are forwarded to the Chair for agreement within five working days of the meeting. Thereafter they are circulated to the Committee and made available on-line to all Directors. Reporting At least three times a year the Chair presents to the Board a report, one being an annual report. These reports cover, but are not restricted to: (a) Scheme income and expenditure against budget; (b) adequacy of the Scheme s financial controls; (c) audits and an evaluation of their effectiveness; (d) Value for Money reviews undertaken and recommended action; (e) effectiveness of the Scheme s risk management programme and recommendations for amending the risk register; (f) compliance failures; (g) notifiable events; (h) performance of the in-house service and service providers; (i) update of its three-year rolling business plan; and as part of the annual report (i) annual budget; (ii) assessment of the financial efficiency of the Scheme; (iii) assessment of the Committee s performance and any recommended changes to the terms of reference; (iv) the range and standard of in-house financial management services required and any changes needed; (v) a review of the financial authorities and authorised signatories and a recommendation for any changes needed; and (vi) the Committee s priorities for the next twelve months. 4

9 BBC PENSION SCHEME GOVERNANCE COMMITTEE Terms of Reference Agreed by the Board of BBC Pension Scheme Ltd on 1 April 2009 The Board of BBC Pension Scheme Ltd (the Board) has established a Governance Committee to consider the systems and processes concerned with management of the BBC Pension Scheme (the Scheme). Responsibilities a) review the effectiveness of the Scheme s governance by reference to the protocols, principles and standards set out in the published governance statement and best practice. In particular, but not exclusively, it addresses: i) governance aspects of the Trust Deed & Rules; ii) implications of impending legislation or regulations; iii) the Scheme s committee structure, membership, terms of reference, role specifications and appointment processes; iv) conflicts of interest; v) the framework of delegated Board powers; vi) indemnity and insurance cover for Directors and independent members of the Investment Committee; and vii) internal dispute resolution procedure. b) In light of the Scheme s experience and developments in pension scheme governance, recommend to the Board such changes as are considered appropriate. c) Periodically initiate an assessment of the Board s effectiveness and monitor follow-up action. d) Take ownership of the relationship with the BBC as service provider to the Trustees and periodically review contractual arrangements and the service level agreement(s). e) Address any other issues referred to it by the Board. Authorities and Restrictions a) The Committee is expected to take appropriate professional advice. It is authorised to appoint specialist governance advisers and to commit the Scheme to such expenditure as is justified by the execution of its responsibilities within any budgetary constraints set by the Board; and 1

10 b) The Committee may engage in discussions with the BBC about aspects of governance that directly affect the sponsoring employer. Composition a) The Committee comprises the Chair of the Board plus one BBC appointed Director and one Director nominated by the Members, who are appointed by the Chair of the Board from time to time; b) The Chair of the Board chairs the Governance Committee unless he or she nominates another Director instead; and c) The Secretary of BBC Pension Trust Ltd is the secretary unless the Chair of the Committee decides otherwise. Meetings a) Frequency: The Committee meets annually and at such other times as the Chair decides is necessary. Wherever possible, at least seven days notice will be given of any non-scheduled meeting. b) Format: Meetings can be conducted in person, over the telephone, by or via a video link, as decided by the Chair. c) Quorum: All three members must be present. Members unable to attend in person can join a meeting by telephone or video link and be counted as present. d) Attendance: By prior agreement of the Chair, through the Scheme Secretary, all Directors of the Board can attend any meeting of the Governance Committee. e) Papers: Papers are distributed to members at least one week in advance of any meeting (unless a shorter period is agreed by the Chair); and f) Minutes: Draft minutes are forwarded to the Chair for agreement within five working days and thereafter circulated to Committee members and made available on-line to all Directors. Reporting The Chair reports annually to the Board and at such other times as circumstances dictate. The annual report covers, but is not restricted to: (a) extent to which the Board has complied with its governance statement; (b) (c) effectiveness of the Board, committee structure and decision making processes; commentary of the Board s policy for reconciling conflicts of interest; (d) whether composition of the Board or its overall knowledge and understanding impacts on its ability to meet its governance responsibilities; 2

11 (e) (f) recent activities of the Committee; and recommendations for change. 3

12 BBC PENSION SCHEME TERMS OF REFERENCE FOR THE BOARD Agreed by the Board of BBC Pension Trust Ltd on 3 June 2009 Responsibilities The principal responsibilities of the Board are to: a) Generic Management and Governance activities i) establish the management framework by which Scheme governance is exercised; ii) decide whether any Trustee Directors are conflicted and, if so, how those conflicts are to be managed; iii) maintain a strategic business plan and forward agenda; iv) delegate specific responsibilities (restricted as appropriate) to committees: establish terms of reference; appoint and remove members, set performance objectives and review performance; and receive regular reports and annual in depth reviews from committees, v) approve annual budgets and sets budgetary parameters; vi) receive the audit report and approve the Report and Accounts vii) appoint, review and remove all key professional advisers: actuary; solicitor; auditor; strategic investment consultant; corporate finance advisers; custodian; and bankers viii) appoint and remove the administrators and other key service providers; xi) approve the appointment of senior Scheme officers; and x) contribute to performance management of advisers and Scheme officers. b) Funding activities i) decide the Scheme s high level funding objective; ii) maintain regular dialogue with the BBC over funding; iii) take advice from independent corporate finance advisers on the covenant offered by the BBC;

13 iv) take advice from the Scheme actuary on and agree the basis for funding valuations and potential funding plan; v) agree the funding plan with the BBC including a recovery plan when necessary; vi) agree the Schedule of Contributions; vii) maintain a Statement of Funding Principles and agree basis for Annual Funding Updates; viii)maintain continuous oversight of the agreed funding plan; and c) Investment activities i) consult with the BBC regarding investment policy; ii) with advice from the strategic investment consultant, assess recommendations from the Investment Committee and decide the strategic objective and the investment policy (return target and risk parameters); iii) approve the Statement of Investment Principles and Investment Beliefs; iv) receive and review regular reports to assess whether the Investment Committee is achieving the Board s strategic investment objective; and v) delegate all other investment powers to the Investment Committee along with the power to sub-delegate powers to facilitate implementation of investment strategy and operational efficiency. d) Risk Management Activities i) review risk register annually; ii) agree internal controls policy; iii) establish risk management policies and practices; iv) directly manage all aspects of funding risk (including sponsor covenant); and v) delegate powers and responsibilities for the management and oversight of risk management and internal controls policy to the Finance, Audit & Risk Committee; e) Communications Activities i) approves the Scheme s communications policy; ii) delegate all benefits communications to the Benefits Committee; iii) delegate the planning and drafting of governance reporting to the Finance, Audit & Risk Committee but retain sign off on: Report and Accounts, Report to Members, Summary Funding Statement and any governance related ad hoc communications. f) Benefits Administration Activities i) decide the strategic administration objective (e.g. quality of service to be provided);

14 ii) retain overall responsibility for pension administration but delegate the responsibility for the oversight and management of the administrators to the Benefits Committee; and iii) determines major amendments to benefits e.g. amendments that require changes to the rules or otherwise represent a material shift in policy. Composition a) The Board comprises nine Directors. One is a Director appointed by BBC Trust, four are Directors appointed by the BBC and four are Directors nominated by the Members. b) BBC Trust appoints the Chair of the Board with the agreement of the Board. c) The Chair appoints the deputy Chair. d) The Secretary of BBC Pension Trust Ltd is the secretary. Meetings a) Frequency: The Committee meets quarterly and at such other times as the Chair decides is necessary. Wherever possible, at least seven days notice will be given of any non-scheduled meeting. b) Format: Meetings can be conducted in person, over the telephone, by or via a video link, as decided by the Chair. c) Quorum: A minimum of five members is required to be present, of whom at least two must be appointed by BBC Trust or the BBC and at least two must be appointed by the Members. d) Decisions: Any question arising at a meeting will be decided by vote. In the case of an equality of votes the chair of the meeting will have a second or casting vote. e) Papers: Papers are distributed to members at least one week in advance of any meeting (unless a shorter period is agreed by the Chair) and made available on-line to all Directors. f) Minutes: Draft minutes are forwarded to the Chair for agreement within five working days and thereafter circulated to Board members and made available on-line to all Directors.

15 BBC PENSION SCHEME INVESTMENT COMMITTEE Terms of Reference Agreed by the Board of BBC Pension Trust Ltd on 3 June 2009 The Board of BBC Pension Trust Ltd (the Board) has established an Investment Committee with delegated authority to implement and keep under review the Board s strategic asset allocation and investment management arrangements. It is the intention that the Committee will have reasonable freedom of action to implement investment strategies that are expected to deliver the funding objective agreed by the Board, subject to explicit risk parameters. Responsibilities The principal responsibilities of the Committee are to: a) Investment Policy and Strategy and performance i) research investment policy options consistent with the Scheme s funding objective and make recommendations to the Board; ii) prepare preliminary proposals on the initial investment assumptions underpinning any asset liability modelling (ALM) study and make recommendations on these to the Board; iii) research, select and implement investment strategies expected to be the most likely to achieve or exceed the Board's investment policy objective; iv) research potential investment ideas and where appropriate make recommendations to the Board; and v) determine and review rebalancing policy across asset classes. vi) Manage and monitor performance of the Fund vii) ensure that investment risks are identified and adequately controlled to best practice levels in partnership with the Finance, Audit and Risk Committee. b) Investment Managers i) appoint and remove investment managers; ii) set benchmarks, performance targets and risk tolerances; iii) determine management fees; iv) monitor performance against agreed parameters and take appropriate action within a reasonable timeframe; v) determine and review manager rebalancing policy within asset classes; and vi) monitor AVC fund performance and review investment options for the Benefits Committee.

16 c) Professional Advisers i) recommend to the Board the appointment and removal of the strategic investment consultant; ii) appoint and remove specialist investment advisers pertaining to a specific asset class and the performance measurer; iii) approve terms of appointment and fees; and iv) at least once every five years conduct an in depth review of the strategic investment consultant and recommend to the Board whether they are retained or changed. d) Scheme Documentation i) review annually, or whenever market conditions dictate, the Scheme s Statement of Investment Principles (SIP) and Investment Beliefs and propose to the Board any changes considered necessary; and ii) approve the draft Investment Report for inclusion in the Report & Accounts and the Summary Report to members. e) Expenditure i) monitor all investment-related expenditure against the agreed budget and hold Scheme officers to account for any significant variances. f) In-house Investment Services i) monitor the delivery of investment services provided by the BBC and assess its performance against the standards agreed in the investment services agreement; and ii) periodically review the range and standard of services being provided by the BBC and recommend to the Board any changes considered necessary. g) Compliance i) monitor the Scheme s compliance with the investment provisions of the Trust Deed and Rules, pensions investment legislation and regulation and the SIP, and initiate any remedial action considered necessary. h) Performance i) review annually the Committee s performance and its terms of reference, report the outcome to the Board and seek approval for any changes considered necessary. i) Business Plan i) maintain a three year rolling business plan.

17 Authorities and Restrictions a) In pursuit of its responsibilities, the Committee is authorised to exercise any and all of the Board's investment powers with the following exceptions: i) appointment and removal of the strategic investment consultant; ii) decisions that would be expected to move the assets outside of the Board's risk tolerance as expressed in the SIP; iii) decisions inconsistent with the Board s Investment Beliefs; iv) borrow money other than for the purpose of transactional liquidity; and v) investment decisions that carry a material reputational risk to the Scheme or to the BBC. b) The Committee is expected to take advice as required and is authorised to commit the Scheme to expenditure with professional advisers as is justified by the execution of its responsibilities within budgetary constraints set by the Board. Composition a) The Committee comprises five members. Three are Directors of the Board, appointed to the Committee by the Chair of the Board. At least one is a Director appointed by the BBC and at least one is a Director appointed by the Members. Two are independent members selected for their relevant expert knowledge and experience and appointed by the Board. b) The Chair of the Board will nominate one member of the Committee to be the Chair and another to be the Deputy Chair. c) The Secretary of BBC Pension Trust Ltd is the secretary unless the Chair of the Committee determines otherwise. Meetings a) Frequency: The Committee meets at least quarterly and at such other times as the Chair decides is necessary. Wherever possible, at least seven days notice will be given of any non-scheduled meeting. b) Format: Meetings can be conducted in person, over the telephone, by or via a video link, as decided by the Chair. c) Quorum: A minimum of three Committee members is required to be present. Members unable to attend in person can join a meeting by telephone or video link and be counted as present. In the absence of both the Chair and Deputy Chair those members present will appoint one of their number to take the Chair. d) Attendance: By prior agreement of the Chair, through the Scheme Secretary, all Directors of the Board can attend any meeting of the Investment Committee.

18 e) Decisions: The Committee can only reach decisions by the unanimous vote of those present and eligible to vote. Failing this the issue must be referred to the Board. f) Papers: Papers are distributed to Committee members at least one week in advance of any meeting (unless a shorter period is agreed by the Chair) and made available on-line to all Directors. g) Minutes: Draft minutes are forwarded to the Chair for agreement within five working days, thereafter circulated to Committee members and made available on-line to all Directors. Accelerated Decisions An issue that, for reasons of urgency, cannot be considered at a meeting of the Committee can be decided by the Chair and one Director member of the Committee. When a decision is made in this way a report will be submitted to the next meeting of the Committee or Board (whichever occurs first) explaining the circumstances and the decision. Reporting The Chair presents to the Board each quarter a report, one of which is an annual report. These reports cover but are not restricted to: (a) disposition and value of the Scheme s assets to an agreed template; (b) estimate of Scheme s current funding position; (c) investment manager performance and changes; (d) rebalancing policy exceptions; (e) compliance failures; (f) notifiable events; (g) issues reviewed and discussed by the Committee; (h) how the Committee s actions will help to achieve the Board's investment policy; (i) key issues for consideration prior to the next Board meeting; (j) rolling reviews and annual events; (k) performance of the in-house investment service; (l) update of its three-year rolling business plan; and as part of the annual report: (i) variances in expected returns; (ii) assessment of the Committee s performance and any recommended changes to the terms of reference; (iii) the range and standard of in-house investment services required and any changes needed; and (iv) the Committee s priorities for the next twelve months.

19 Investment Away-day The Committee schedules an annual investment away-day, the purpose of which is to offer all Directors engagement with and understanding of the Scheme s investment policy and strategies. The programme includes: i) a review of the previous 12 months, including progress made towards fulfilling the Board s investment policy objectives; ii) an in-depth review of current investment policy objectives; iii) a review of the economic and financial outlook; and iv) education around issues on the Committee s business agenda for the next 12 months.

20 BBC PENSION SCHEME JOURNEY PLAN COMMITTEE Terms of Reference Agreed by the Board of BBC Pension Trust Ltd on 2 December 2009 The Board of BBC Pension Trust Ltd (the Board) has established a Journey Planning Committee to discuss with the BBC a long term funding objective for the BBC Pension Scheme (the Scheme) and to recommend proposals to the Committee of Directors. Responsibilities a) To oversee, on behalf of the Trustees, the construction of an initial Journey Plan in advance of the actuarial valuation as at 1 April 2010, taking professional advice as the Committee sees fit. b) To consider, and agree with the BBC, the parameters (and the values of those parameters) to be used in the initial Journey Plan. c) To liaise with the Investment Committee and the Committee of Directors (as appropriate) in relation to funding and investment strategy issues, in particular: monitoring progress of the Scheme by reference to the Journey Plan; agreeing the principles for determining potential funding levels and market conditions at which the JPC would be likely to recommend to the Trustees a move to a lower risk investment strategy and/or a change to the contributions. d) To review the initial Journey Plan in the light of the analysis from the 2010 valuation. Authorities and Restrictions a) The Committee is expected to take appropriate professional advice. It is authorised to commit the Scheme to such expenditure as is justified by the execution of its responsibilities within any budgetary constraints set by the Board; and b) The Committee may engage in discussions with the BBC about the parameters to be used in the Journey Plan. Composition a) The Committee comprises the Chair of the Board plus one BBC appointed Director and one Director nominated by the Members who are appointed by the Chair of the Board and the two independent members of the Investment Committee; b) The Chair of the Board chairs the Journey Plan Committee unless he or she nominates another Director instead; and

21 c) The Secretary of BBC Pension Trust Ltd is the secretary unless the Chair of the Committee decides otherwise and Head of Pensions Investments attends all meetings. Meetings a) Frequency: The Committee meets at such other times as the Chair decides is necessary. b) Format: Meetings can be conducted in person, over the telephone, by or via a video link, as decided by the Chair. c) Quorum: A minimum of three Committee members (including one external member of the Investment Committee) is required to be present. Members unable to attend in person can join a meeting by telephone or video link and be counted as present. d) Papers: Papers are distributed to members at least one week in advance of any meeting (unless a shorter period is agreed by the Chair); and e) Minutes: Draft minutes are forwarded to the Chair for agreement within five working days and thereafter circulated to Committee members and made available on-line to all non conflicted Directors. Reporting The Chair will report the activities of the Committee to the Committee of Directors at such times as circumstances dictate.

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