NEWS2020

Member-Nominated Directors (MNDs)

2020-01-24

EDS Trustee Limited is the trustee of the EDS Pension Arrangements.

As you may know, the law requires for at least one-third of the Directors of a pension trustee company to be Member-Nominated Directors (“MNDs”). The composition of EDS Trustee Limited's board complies with these requirements. The terms of office of all four MNDs will expire on 15 June 2020, and it is necessary to run a new selection process.

The purpose of this letter is to remind you of your right to apply to be a Director of EDS Trustee Limited, and to seek applications.

Directors of EDS Trustee Limited

In conjunction with EDS Trustee Limited, DXC Technology Limited (“the Company”) has decided that from there should be ten directors of EDS Trustee Limited and that there should be four MNDs. With the new mandates for the MNDs, EDS Trustee Limited will consist of:

One independent Director
Five directors who are appointed by the Company
Four MNDs who are drawn from the active, deferred and pensioner membership of the EDS Pension Arrangements (with there being at least one MND from each of the EDS Pension Arrangements

All directors have equal status and there is no difference in their roles and responsibilities.

EDS Trustee Limited is now running the process for selecting new MNDs drawn from the EDS Pension Arrangements. Active, deferred and pensioner members of the EDS Pension Arrangements can apply to become an MND. All applicants must be nominated by a member of the arrangement that the applicant is a member of. The successful candidates will stand for a 4 years term. A selection process has been chosen with the aim of appointing the best nominees for the roles. This letter sets out the role of a pension trustee, the selection process, and includes a candidate nomination form.

The role of a pension trustee

The trustee is responsible for the operation of the plans of which it is the trustee. These plans must be governed in accordance with the Trust Deed and Rules and the law. The role is challenging, rewarding and enjoyable. It give you the opportunity to work as part of a combined team including the Trustee group and the schemes’ advisers to help secure our members’ scheme benefits.

The duties of all Directors, including MNDs, are substantial and include:

Working to achieve the highest possible level of security regarding the ability of all plans (both the EDS Retirement Plan and the EDS 1994 Pension Scheme) to pay the benefits that have been promised.
Working with the Company to make appropriate funding agreements that support the above.
Holding and investing the assets of the plans for the benefit of the members, including the management of investment strategy, the mitigation of investment risks and the monitoring of investments.
Administering all of the plans (both the EDS Retirement Plan and the EDS 1994 Pension Scheme) and providing benefits in compliance with the formal governing documentation and legislative requirements.
Looking after the interests of all members of all plans.
Acting impartially towards, and in the best interests of, all beneficiaries.
Carrying out their trustee duties as fiduciaries with reasonable care and in good faith.
Obtaining and considering expert advice where necessary and appropriate, and monitoring all service providers and advisors.
Recording the transactions and activities of the plans.

The administrators and professional advisors assist the Trustee Directors with these duties.

More information on trustee roles and responsibilities can be found on the Pensions Regulator's website at www.thepensionsregulator.gov.uk.

Also please see the EDS Pensions member website at http://edspensions.co.uk

How much time is involved?

There are at least 4 full day meetings of the main board per year and 4 for each committee that any MND is involved in. Allowing for meetings, preparation time and training time, a minimum of approximately 12-15 days per year are required.

Being a Trustee Director is a significant responsibility and requires considerable commitment. All decisions made by the Trustee must be fully explored, explained, evaluated and then recorded for future reference.

If you have any questions about the contents of this letter, please contact Victoria Hayter.

Authorised for and on behalf of EDS Trustee Limited, as trustee of the EDS Retirement Plan and the EDS 1994 Pension Scheme, by V Hayter, Secretary

Selection of Member-Nominated Directors (MNDs) to EDS Trustee Limited

EDS Trustee Limited has determined that the MNDs are to be selected in accordance with the following process:

Nomination Process

If you would like to apply for selection as an MND, then you will need to be nominated by any other member (active, deferred or pensioner) of the arrangement that you are a member of.
If you are a deferred member, you should note that if you are nominated you will be required to confirm your current employer, nature of business and that you are not currently employed by a direct competitor.
You are invited to apply for the available positions from June 2020 by completing and returning a nomination form and selection statement before 21 February 2020. You should understand what is involved in being an MND before applying. A nomination form can be downloaded from the forms section of the document library.

Selection Process

Selection from the nominees will be by one meeting with a panel that consists of some of the current directors of EDS Trustee Limited including the Independent Trustee who will chair the selection panel. The panel must include at least one member of the EDS Retirement Plan or EDS 1994 Pension Scheme. The membership is regarded as a single scheme for the purposes of MNDs, having a common Trustee board.
In the event that there are a large number of nominees for the selection panel process, the panel will review the written nominations and decide upon an appropriate number of nominees to meet with the panel stage.
The panel will take input from the Company on the nominees including consideration of any conflict issues in relation to a nominee’s current employment (if any).
MNDs will only be selected if the panel believes that they would be able to satisfactorily fulfil the role of a Director of EDS Trustee Limited.
The results will be announced on the EDS Pensions website at http://edspensions.co.uk
If there are no, or insufficient, nominees a fresh nomination and selection exercise will be undertaken after a reasonable interval.

Duration of appointment as MND

The term of appointment for each MND shall be four years unless any of the following events shall arise:
- the MND shall resign by giving one month’s written notice; or
- the unanimous decision of all the other directors that the appointment should be terminated; or
- the person shall cease to be in active, deferred or pensioner status.

Where a vacancy arises, EDS Trustee Limited may:
- appoint an unsuccessful candidate in the selection process who is still eligible at the time of the vacancy for the remaining period of office;
- leave the position vacant for the remaining period of office; or
- undertake a fresh nomination and selection exercise for an MND to be appointed for the balance of the term of appointment.