The Corporate Trustee

30 March 2022: Changes to the Trustee Board

New Airways Pension Scheme Trustee (the NAPS Trustee) – Member Nominated Trustee Director (MND) Arrangements

The NAPS Trustee regularly reviews the populations of the MND constituencies. Following its recent review, the NAPS Trustee agreed to adjust the constituencies by introducing flexibility for employed pensioners (pensioners who are currently employed with BA) to be included in the Employed Deferred categories. In line with pensions industry practice, one MND will be selected for the role, rather than elected by NAPS members.

The following changes are effective from 30 March 2022:

  • The Employed Deferred category includes Pensioners who are employed with British Airways; and
  • One of the three Elected Pensioner MND roles will be a Selected Pensioner MND role.

You can find information about MND vacancies on the News page in the ‘Latest news’ section.

The Scheme Trust Deed & Rules are being updated to reflect these changes.

The Trustee arrangements for NAPS are as follows:

NAPS is managed by a Corporate Trustee (New Airways Pension Scheme Trustee Ltd), made up of twelve Trustee Directors.

  • British Airways appoints six of the Trustee Directors as Employer Nominated Directors (ENDs).
  • The NAPS membership elects five Trustee Directors as MNDs as follows:
    • Three of the MNDs are elected by employed deferred and employed pensioner members of the Scheme. Each will come from different occupational groups and must be employed deferred or employed pensioner members of NAPS.
    • Two of the MNDs are elected by pensioner members* of the Scheme and must be pensioner members* of NAPS.
  • A Selection Committee appoints one pensioner MND.

An MND may remain in office for a minimum of five years and a maximum of five and a half years and is eligible for re-appointment (provided that he/she still meets the eligibility criteria for the relevant vacancy).

Nominations for the elected NAPS MNDs must be supported by at least five members in the relevant constituency. If there is more than one nomination for a vacancy, a ballot of the relevant members is held and the result is decided on a simple majority of the votes cast.

Nominations for the Selected MND role must be supported by at least five members in the relevant constituency. Appointments will be made at the discretion of a Selection Committee.

Employed pensioners who remain employed with BA are included in the Employed Deferred category and are not eligible to apply for any of the three pensioner MND positions until their employment with BA has ceased.

Members who have taken Flexible Retirement cannot apply to be both a pensioner member* MND and an employed deferred member MND at the same time. However they are eligible to vote in both employed deferred member and pensioner member* MND elections.

An elected MND may be removed from office following a ballot in which two-thirds of the votes cast by the members in the relevant constituency are in favour of removal. A ballot may be held on written request to the Trustee by fifty of the relevant members.

* For this purpose 'pensioner members' does not include pensioners whose benefits have not yet come into payment, spouses, dependants or children in receipt of pensions and pensioners receiving only Equivalent Pension Benefits under the National Insurance Acts.

In addition to regular quarterly meetings, the Trustee has established two committees to cover Investment, Operations, Governance and Environmental, Social and Governance (ESG) matters.

The committee structure ensures that all issues receive detailed consideration before they are escalated to the full board for final decision.

The Investment Committee is responsible for detailed consideration of investment initiatives and transaction related costs, making recommendations on strategic asset allocation to the Main Board, reviewing the performance benchmarks, compliance with investment regulations and monitoring of the Statement of Investment Principles, monitoring of ESG matters and the Responsible Investment policy and other governance documents. The Committee has adopted a forward looking business plan with the primary objective of ensuring the continuing suitability of investment arrangements.

The Governance & Operations Committee is responsible for reviewing the performance of the Scheme's advisors, ensuring compliance with regulatory requirements, risk management, audit, Scheme benefits, overseeing implementation of the communication programme and monitoring management and controls.

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Scheme Actuary

Mr Aaron Punwani of Lane Clark & Peacock is the Actuary for NAPS. The actuary advises on the Scheme's ability to meet its commitments to members and on a range of financial matters, including what the Company needs to pay into the Scheme.

In addition, the following provide specialist advice and support:

Legal Advisers

CMS Cameron McKenna Nabarro Olswang LLP

Bankers

Bank of New York Mellon
External Custodian: State Street Bank & Trust Co

Scheme Auditors

KPMG LLP

Investment Consultants

Mercer Limited

Independent Investment Experts

Ian Craston

Covenant Adviser

PricewaterhouseCoopers LLP

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