PIMFA Board Governance

PIMFA Board Terms of Reference

All directors have a responsibility to carry out duties and obligations placed upon the Board by law and regulation.

Strategy and organization

  • Agree PIMFA mission, strategic objectives, and provide support and guidance to enable the Executive to deliver those objectives.
  • Direct the approach to be taken by the organisation in relation to its advocacy and external relations.
  • Consider main areas of concern from the key policy committees of the organisation and receive presentations from the chairs of these committees on a revolving basis – agreeing any action required.
  • Direct the SAG to provide oversight of topics as required.
  • Consider recommendations on strategy from the SAG for approval or amendment.

Meeting attendance

  • Aim to attend a minimum of 3 out of 5 of the Board meetings each year plus the strategy day and AGM.
  • One Board member to attend policy committees on a rotating basis as part of providing oversight of all such committees in the governance of the organisation.
  • Create and participate in as necessary sub-committees of the Board to address specific governance issues in detail and report to the Board, such as on finance, nominations and remuneration.
  • Request ad-hoc working parties to consider specific topics.

Promoting the success of the organisation

  • Attend meetings with main stakeholders as required to put forward views of the sector.
  • Gather views on the organization from networking and other industry events and feedback to the Executive.
  • Aid the organization in increasing its membership and reach.
  • Attend some PIMFA events to represent the Board, gathering views and insights from industry participants and the workforce.

Functions

  • Agree the annual budget and fees for the organisation.
  • Sign off the annual audited accounts.
  • Provide views to the Chair on the recruitment of the CEO.
  • Declare conflicts of interest

Meetings of the Board

  • February – half day strategy meeting, partly with Strategic Advisory Group (SAG)
  • March
  • May
  • June
  • September
  • November
  • Meeting for 3 hours, mixture of hybrid and virtual
  • EGMs as required

Constitution

  • Number of people – maximum 18 plus Chair and Executive Director
  • To comprise senior individuals from the PIMFA membership, reflecting its diversity and representing the different types, sizes, and regional distribution of firms, including
    • large, medium and small wealth managers,
    • large national advisors/networks,
    • medium advice firms
    • small IFAs,
    • private banking,
    • retail banking,
    • regional stockbroking,
    • execution only, and
    • digital firms
  • 5 places to be held for the largest firms in the sector which represent the greatest numbers of clients and people aligning the organisation closely to its mission regarding promoting a culture of savings and investments; PIMFA mem and arts specifically state that we work on behalf of our members and their clients.
  • PIMFA should aim for 1 each of the type of firm on the Board, though there will be cross over
  • A Board member to be either a Chairman, CEO, MD, Head of Wealth or a member of the Executive team e.g. FD, COO of a large, full member firm. Care will be taken to ensure that the majority of Board members are chairs or CEOs with one or two other exec members from large firms only. All individuals should be active participants in the management of their business and non CEO execs should be accountable for a large part of the commercial business. Job titles may be different depending on the type of business, but the individuals should be at the top of their organization or part of the organization in group structures.
  • When a Board member resigns or comes to the end of their period of office, s/he should be replaced from the same type of firm, but not necessarily the same firm.
  • The Board should include 2 co-opted people who are not employed by the membership but have relevant skills.
  • In exceptional circumstances a third person may be co-opted for one term of two years only*
  • Diversity of thinking should be aided by the range of skills and experiences represented on the
  • Gender diversity should be supported in practice.

Term of office

  • CEO is an Executive Director on a permanent contract.
  • Pro-bono appointments apart from the Chair and CEO
  • A 3 year term for non-executive Directors including the Chair
  • Can continue for up to another 3 year term, or part thereof, if so voted by other Board member
  • In exceptional circumstances may be asked for a further term of up to 3 years to a maximum of 9 years.
  • At any point in time, if the organization finds that it has several people who have been on the Board for the same time and are likely to come off the Board at the same time, or they have been on the Board for longer than 9 years, the nominations committee should consider the managed rotation of Board members to ensure a smooth transition. This may involve terms of co-option of up to 2 years at a time.
  • At any point in time, if the organization finds it has several people leaving the Board at the same time as their due date for re-election into a 2nd or 3rd term, then the individuals should indicate their willingness to stay or depart.  Discussions about likely tenure with the CEO and Chairman are helpful in order to stagger turnover.

Voting on the Board

  • Each Board member has an equal voting right with others on the Board, should the need to vote arise.
  • Where the Board is split, the Chairman has the deciding vote.
  • The number of Board members required for a quorum is 9.

Updated April 2024

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