good pension fund GOVERNANCE

Principles for Good Pension Fund Governance came into effect on 1 January 2006

Compliance with the Principles
Pension funds have been given until 1 January 2008 to adopt the Principles, amend their administrating and internal control procedures where necessary and codify their own Pension Fund Governance. Compliance with the Principles is a statutory requirement and will be supervised by the Dutch central bank DNB (De Nederlandsche Bank).

Periodic reporting
The core requirements of the Principles are to submit periodic reports on the Fund’s conduct of its affairs to all stakeholders, and to establish an adequate and transparent internal control system.

Regulation governing the duties and powers of managerial staff
From 1 January 2007 onwards the powers delegated to PH&C’s managerial staff are prescribed in an official document. This stipulates that the managing director is responsible for ensuring that procedures are monitored for compliance with strategic policy on a daily basis by at least two natural persons. This rule safeguards the required ‘four-eyes principle’.

This means in practice that the managing director and members of the management team determine policy. Their expertise and reliability is monitored by Dutch central bank DNB, the industry regulator.
» Regulation governing the duties and powers of managerial staff


Audit Committee
An Audit Committee was set up with effect from 1 January 2007. This committee has the job of internal supervision and monitors the integrity of PH&C. The committee comprises:

three external members (A members)
- Mr Thoman
- Mr Biewinga
- Mr Nelissen

two governing board members (B members)
- Ms I.M. Baltussen (trade union representative)
- Mr P.A. Schoormans (employers’ representative) were appointed B members. Mr Schoormans was appointed compliance officer effective 1 January 2007. He supervises compliance with legislation, statutory regulations and PH&C internal regulations.

The Audit Committee reports annually to the governing board on internal control. These reports record how the board functions. The findings of the Audit Committee are published in the annual report
 » Audit Committee

Complaints and arbitration regulations
PH&C has also defined and amended its rules for handling complaints and resolving disputes. From 1 January 2007 the key provision is that appeals against decisions on complaints or disputes are handled by the managing director. That means PH&C can monitor and if necessary rectify these arbitration and decision making procedures internally. The governing board can then focus its energies on setting out policy and strategic long term issues.
» Complaints regulations
» Arbitration regulations

Code of Conduct 2007
The code of conduct is based on the provisions of the Pensions Act. It sets out rules and guidelines applying to all individual stakeholders in the Fund, and is designed to prevent:
a. any conflict between the interests of the pension fund and private interests;
b. the use or dissemination of price sensitive or otherwise confidential market information. And to prevent the abuse or improper use of confidential information available to the pension fund.
c. price manipulation and other deceptive acts.

The code of conduct promotes transparency and provides clear guidelines on the required standards to everyone associated with the Fund. The code is designed to protect Fund stakeholders in their external contacts and to safeguard their personal interests. The code promotes the fund’s operative integrity and protects its good name and reputation.
» Code of Conduct 2007

Remuneration regulations 2007
Before 1 January 2007 PH&C had separate remuneration rules for the governing board and the council of participants. The establishment of the Audit Committee on that date meant that a third set of regulations would have been needed. The decision was therefore taken to integrate all three into one set of rules. The underlying principle is the Fund’s responsibility as custodian of the resources entrusted to it by the hospitality and catering industry. The remuneration regulations also help promote the integrity of our operations.
» Remuneration regulations 2007