Pension Consultative Committee - Terms of Reference

FUNCTIONS

1. Consult with the Pensions Office on matters relating to telent plc pension schemes
2. Assist the Pensions Office, Trustee, HR and Management in the communication of information to members.
3. Represent the views of all pension scheme members (contributing members, deferred pensioners and pensioners) as to matters affecting their interests.
4. Nominate four representatives from the Pensions Consultative Committee ('the PCC') for appointment by telent plc as Directors of Stanhope Pension Trust Limited (SPT). These representatives must be contributing members or pensioners of the G.E.C. 1972 Plan.

ELECTIONS

1. The PCC will consist of 13 representatives elected from contributing pension scheme members (subject to review if circumstances change). In addition 4 pensioners shall be appointed by the PCC to serve for the four year term of the PCC.
2. Pensions Office shall act as Returning Officer responsible for calling for nominations and conducting elections.
3. All contributing pension scheme members will be entitled to propose, in writing, candidates who are also contributing pension scheme members. Each candidate must be seconded by a contributing pension scheme member. All candidates must state their employment location and their business unit. Any candidate who is a member of a recognised trade union may, on request, have the union to which they belong indicated on the ballot form. Each candidate may include a brief career outline on the nomination and ballot forms.

   There will be six constituencies.

   Constituency	Number of Representatives
   Coventry (NCP & NHP)	4
   Liverpool	3
   Field Force	3
   Beeston	1
   Chorley	1
   Rest of UK	1

   Each contributing member may vote for as many candidates as there are representatives allowed for the constituency in which he or she is voting but each member may cast no more than one vote for each candidate. The candidate(s) with the most votes in each constituency shall be elected.

4. Voting will be by secret ballot and will be confined to contributing pension scheme members.
5. Election to the PCC will normally be for a four-year period. A sitting member is eligible for re-nomination.
6. Elected representatives will be permitted to remain in office for the remainder of their elected term if they become pensioners or deferred pensioners.
7. If the status of a representative changes to that of pensioner or deferred pensioner a replacement active contributing member will be elected to the PCC in a bye-election

OPERATION

1. At the first meeting of the PCC following the election of the contributing member representatives, the newly elected contributing representatives and all pensioner representatives from the previous four year PCC cycle shall appoint four pensioners to the new PCC. The pensioner members will be selected from: those pensioners appointed for the preceding four year term; those PCC members who have retired in the preceding four years; those pensioners who have expressed an interest (in writing) in serving on the PCC. Pensioners can approach the PCC for consideration for appointment as pensioner representatives. Any approach must be in writing to the Pensions Office.
2. The new PCC (being the elected active contributing members and the four appointed pensioner representatives, as defined in 1 above) will elect a Chairman and Secretary from among its members.
3. The PCC will nominate four representatives from the PCC for appointment by telent plc as Directors of SPT. Of these representatives three will be contributing members of the G.E.C. 1972 Plan and one will be a pensioner of the G.E.C. 1972 Plan. Each PCC nominated director will remain in office until either the appointment is terminated by telent or the director resigns; in practice, telent will ask the PCC to review its nominations every four years.
4. Not less than 50% of the Committee membership will provide a quorum. The Pensions Office will, where appropriate, co-ordinate and provide pensions information and, to facilitate this, agendas must be forwarded to the Pensions Office at least one month before any meeting. One or more representatives of the Pensions Office shall be entitled to attend any PCC meeting.
5. Employers of active contributing PCC members are responsible for providing such facilities as are reasonably necessary, including secretarial facilities and reimbursement of justifiable expenses. Pensions Office will be responsible for the reimbursement of justifiable expenses in respect of pensioner/deferred pensioner representatives.
6. The PCC will be entitled to meet twice a year. Further meetings may be arranged where, in the opinion of the PCC Chairman or the PCC itself, circumstances merit them, or at the request of Pensions Office.
7. To ensure the effective operation of the PCC, regular attendance is essential. Where a member cannot attend a particular meeting, the Secretary of the Committee should be advised prior to the meeting. It is not permitted for a member to nominate a substitute to attend a meeting. A member who does not attend three consecutive meetings without reasonable cause will be deemed to have resigned their position.
8. The PCC may wish to invite representatives of HR Departments to attend their meetings. Any HR representative wishing to attend must inform the Secretary prior to the meeting. Company nominated and independent board directors will also be invited to attend PCC meetings.
9. The representatives from the Pensions Office shall be deemed also to represent the Company at PCC meetings.

POINTS FOR GUIDANCE

The following points for guidance are intended to assist the operation of the PCC.

1. 1 Primary information about the pension scheme is given in:-
   1. explanatory booklets, leaflets, circulars, etc and
   2. Annual Report & Accounts of The GEC Plan and Selected Benefit Scheme.

   PCC members should familiarise themselves with these and with the format of members' estimates of retirement benefits published yearly by the Pensions Office.

2. It is the responsibility of the Pensions Office (via unit HR Departments) to answer queries, verify data, publish literature and provide calculations in respect of individual members. No information about an individual member will be disclosed to a PCC member by the Pensions Office/Trustee/Company without written consent from the member concerned, nor can individual cases be discussed at meetings.
3. The PCC will keep minutes of their meetings and these will be published on the Pensions Office site , following approval of the draft minutes by the Pensions Office. Pensions Office must receive draft minutes within three weeks of meetings. Pensions Office will return the approved minutes to the PCC Secretary within three weeks of receipt.
4. Statements and articles concerning The GEC Plan may only be published after consultation with Pensions Office.