S.I. No. 343/2022 - Córas Iompair Éireann Pension Scheme for Regular Wages Staff (Amendment) Scheme (Confirmation) Order 2022

Notice of the making of this Statutory Instrument was published in

“Iris Oifigiúil” of 8th July, 2022.

I, EAMON RYAN, Minister for Transport, in exercise of the powers conferred on me by section 44 (4) of the Transport Act 1950 (No. 12 of 1950), the Communications (Transfer of Departmental Administration and Ministerial Functions) (No. 2) Order 1987 (S.I. No. 92 of 1987), and Article 4 of the Córas Iompair Éireann (Additional Powers) Order 1988 (S. I. No. 381 of 1988) (as adapted by the Transport, Tourism and Sport (Alteration of Name of Department and Title of Minister) Order 2020 (S.I. No. 351 of 2020) and after consultation with the Minister for Public Expenditure and Reform, hereby order as follows:

1.

2.

3.

• (2) In the amending Scheme Rules 21, 23, 24, 25, 27, 28 and 33 are deemed to have come into operation on 9 June 2020.

SCHEDULE CÓRAS IOMPAIR ÉIREANN PENSION SCHEME FOR REGULAR WAGES STAFF (AMENDMENT) SCHEME 2022

PART 1 INTERPRETATION

1.1 In this amending Scheme:

“Actual or Potential Beneficiary” has the meaning ascribed to it by section 126(1) of the Pensions Act.

“Actuary” means the actuary for the time being appointed by the Board pursuant to Article 6 of the Schedule to S. I. No. 115 of 1949 and with effect from the Operative Date means the person or firm (if any) appointed as actuary by the Trustees pursuant to Rule 18.4 hereof provided that the Actuary appointed by the Board prior to the Operative Date shall continue as the Actuary until his or her successor is appointed hereunder.

“Annual Amount of State Pension” means the weekly rate of the State Pension multiplied by 52.

“Annualised Basic Weekly Wage” means Basic Weekly Wages multiplied by 52 or, where applicable, the equivalent adjustment for persons paid other than on a weekly basis.

“Associated Employers” means the three companies formed pursuant to section 6 of the Transport (Re-Organisation of Córas Iompair Éireann) Act 1986, namely:

• (a) Bus Éireann - Irish Bus;

• (b) Bus Átha Cliath - Dublin Bus; and

• (c) Iarnród Éireann - Irish Rail

and “Associated Employer” means any one of them.

“Auditor” means the auditor for the time being appointed by the Board pursuant to Article 11 of the Schedule to S. R. & O. No 242 of 1945 and after the Operative Date shall mean the auditor for the time being appointed by the Trustees as auditor pursuant to Rule 18.5 provided that the Auditor appointed by the Board prior to the Operative Date shall continue as the Auditor until his or her successor is appointed hereunder.

“Basic Weekly Wage” in relation to:

• (a) any Member who is not a Job Sharing Employee means pay for the standard hours designated for the Member’s position by the Board (in its absolute discretion) without regard to any differential, allowance, bonus or other payments, and

• (b) any Member who is a Job Sharing Employee means pay for the standard hours designated for the Member’s equivalent full time pension by the Board without regard to any job sharing arrangements, differential, allowance, bonus or other payments

PROVIDED THAT with effect from 1 January 2019, in respect of a Member who is Regular Wages Staff and who is in the service of Bus Átha Cliath – Dublin Bus, “Basic Weekly Wage” for pension purposes shall include any shift allowance payable in respect of him or her;

PROVIDED FURTHER THAT, in respect of a Member who is Regular Wages Staff in the service of an Associated Employer, “Basic Weekly Wage” for pension purposes shall reflect the portion of basic wage adjusted by standard hours divided by contractual hours where standard hours are designated as such by the Associated Employer with the agreement of the Board and contractual hours reflect the standard working week applicable to an employee’s position as determined by the Associated Employer,

AND if, relating to any Member, a dispute arises in respect of the standard hours designated as standard hours for the Member’s position by the Board for the purposes of calculating his or her Basic Weekly Wage, it shall be referred to the Trustees for determination.

“Board” means the board established by section 5 of the Transport Act 1950 (No 12 of 1950) to be called Córas Iompair Éireann.

“Board Appointed Trustee” means a member of the board of Trustees appointed by the Board pursuant to Rule 11.2.

“Civil Partner” means in relation to a Member, a person with whom he or she is a party to a Civil Partnership which has not been dissolved or the subject of a decree of nullity (as provided for in Parts 11 and 12 respectively of the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 (No 24 of 2010).

“Civil Partnership” means either:

• (a) a relationship registered as a civil partnership in accordance with Part 7A of the Civil Registration Act 2004 ( S.I. No 3 of 2004 ); or

• (b) a legal relationship registered in accordance with the laws of another jurisdiction which has been the subject of a Ministerial Order pursuant to section 5 (1) of the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 ( S.I. No 24 of 2010 ).

“Committee” means the Committee appointed in accordance with the provisions of the Córas Iompair Éireann Pension Scheme For Regular Wages Staff (Amendment) Scheme, 1988 (S. I. No. 258 of 1988) as amended by S. I. No. 117 of 1988 and whose powers, rights, discretions, privileges, duties, and liabilities transferred to the Trustees with effect from the Operative Date whereupon the Committee ceased to exist.

“Company Service” means service (including days in respect of part years) in the employment of the Board or an Associated Employer PROVIDED THAT no company service accrued by a Member prior to his or her twentieth birthday shall be Company Service for the purposes of the Scheme.

“Córas Iompair Éireann Superannuation Scheme 1951” means the superannuation scheme set out in the Schedule to the Córas Iompair Éireann Superannuation Scheme 1951 (Confirmation) Order 1951 (S. I. No. 353 of 1951), as last amended by the Córas Iompair Éireann Superannuation Scheme 1951 (Amendment) Scheme (Confirmation) (No 3) Order 2018 (S. I. No. 644 of 2018).

“CPI” means the official Consumer Price Index (all items) published by the Central Statistics Office or any suitable index agreed by the Actuary and the Board for this purpose.

“Defined Contribution Scheme” means the Córas Iompair Éireann Defined Contribution Pension Scheme for Regular Wages Staff operated by the Board for the benefit of Regular Wages Staff in conjunction with the Scheme and which, together with the Scheme and the Spouses’ and Children’s Scheme, is called the Hybrid Scheme.

“Directive of 2016” means Directive (EU) 2016/23411 of the European Parliament and of the Council of 14 December 2016 on the activities and supervision of institutions for occupational retirement provision (IORPs) (recast)

“Early Retirement Pension” means a pension granted in accordance with Rule 33.

“Existing Member” means a contributing member of the Existing Scheme at the Operative Date.

“Existing Pensioner” means a person alive at the Operative Date who on that date is receiving or is entitled to receive a full or Reduced Pension under the existing Scheme.

“Existing Scheme” means the Córas Iompair Éireann Pension Scheme for Regular Wages Staff confirmed by the Córas Iompair Éireann Superannuation Scheme for Regular Wages Staff (Confirmation) Order, 1945 (S.R. & O. No 242 of 1945) as last amended by the Córas Iompair Éireann Pension Scheme for Regular Wages Staff (Amendment) Scheme (Confirmation) (No. 2) Order 2018 ( S.I. No. 645 of 2018 ).

“Former Schemes” means:

• (a) the scheme confirmed by S.R. & O. No. 55 of 1945 and amended by an amending scheme confirmed by the then Minister for Industry and Commerce on 31 October 1957, and subsequently further amended by amending schemes confirmed by S.I. Nos. 56 of 1961, 49 of 1965, 8 of 1967, 59 of 1969, 78 of 1971, 250 of 1974, 289 of 1977, 75 of 1980, 182 of 1982, 289 of 1985, 320 of 1985, 56 of 1987, 196 of 1988, 259 of 1988, 121 of 1992 and 318 of 1995;

• (b) the scheme mentioned in the agreement scheduled to the Great Northern Railway Act 1958 as amended by amending schemes confirmed by S.I. Nos. 53 of 1962, 50 of 1965, 9 of 1967, 60 of 1969, 81 of 1971, 251 of 1974, 291 of 1977, 76 of 1980, 183 of 1982, 290 of 1985, 321 of 1985, 54 of 1987, 195 of 1988, 260 of 1988, 30 of 1989, 232 of 1991, 122 of 1992 and 317 of 1995; and

• (c) the scheme established by a trust deed dated 16 November 1943 between Dublin United Transport Company Limited and Transport Subsidiary Limited and amended by trust deeds dated 23 January 1958, 18 April 1962, 6 May 1965, 20 July 1977 and 31 March 1987.

“Full Pension” means a pension payable pursuant to the Scheme to a person who has retired after reaching the Normal Age of Retirement.

“Full Time Employee” means an employee appointed to the Regular Wages Staff whose terms and conditions of employment are designated by the Board as full time employment.

“Funding Agreement” means a funding agreement relating to the Scheme agreed between the Board and the Trustees and includes any funding proposal and funding proposal has the meaning assigned to it by section 49 of the Pensions Act.

“Fund” means the fund established for the purposes of the Scheme as described in Rule 4.1.

“Hybrid Scheme” means the Scheme, the Spouses’ and Children’s Scheme and the Defined Contribution Scheme.

“Job Sharing Employee” means an employee appointed to the Regular Wages Staff whose terms and conditions of employment include job sharing arrangements as designated from time to time by the Board.

“Key Functions” has the meaning given to it in Rule 18.1.

“Life Office” means an insurance undertaking authorised or permitted under the terms of the European Union (Insurance and Reinsurance) Regulations 2015 (S. I. No. 485 of 2015) to carry on life assurance business in the State.

“Member” means an employee of the Board who is eligible for membership of and is included in the Scheme but does not include a deferred Member, a former Member, an ill-health Member or a pensioner Member unless so stipulated or the context so requires.

“Member Elected Trustee” means a Trustee nominated or elected by:

• (a) the Members in accordance with Rule 12; or

• (b) those Members entitled to nominate and elect Trustees under section 62 of the Pensions Act, if that section is invoked.

“Member Election Regulations” means the Occupational Pension Schemes (Member Participation in the Selection of Persons for Appointment as Trustees) (No. 3) Regulations 1996 (S. I. No. 376 of 1996).

“Minister” means the Minister for Transport.

“New Entrant” means a person who:

• (a) has not previously served with the Board; or

• (b) has previously served with the Board in a non-pensionable capacity,

and who enters permanent employment with the Board on or after the Operative Date and is subsequently appointed to the Regular Wages Staff AND, in the event of any dispute as to whether a person is a New Entrant, the matter shall be determined by the Board in its absolute discretion.

“Normal Age of Retirement” means in respect of a Member the applicable normal retirement age at which a Member retires from the service of the Board as set out in Rule 39.

“Occupational Pension Schemes (Disclosure of Information) Regulations” means the Occupational Pension Schemes (Disclosure of Information) Regulations 2006 ( S.I. No. 301 of 2006 ).

“Operative Date” means the date specified by the Order confirming this Scheme.

“Own-Risk Assessment” has the meaning given to it in Rule 13.3.

“Pensionable Salary” means in respect of a Member his or her Annualised Basic Weekly Wage,

PROVIDED THAT, and subject to the following proviso, with effect on and from the Operative Date, a Member’s Pensionable Salary in any year shall not exceed five times the State Pension payable in the previous year (the “Pensionable Salary Limit”) and if a Member’s Annualised Basic Weekly Wage exceeds the Pensionable Salary Limit, the amount so in excess shall not be reckonable for Scheme purposes, other than for the purpose of calculating the lump sum payable pursuant to Rule 26, but shall be reckonable for the purposes of the Defined Contribution Scheme in accordance with that scheme’s provisions, PROVIDED HOWEVER THAT, where, at the Operative Date, a Member’s Annualised Basic Weekly Wage exceeds the Pensionable Salary Limit, his or her Pensionable Salary means his or her Annualised Basic Weekly Wage at that date and his or her Pensionable Salary shall be increased on 1 January each year in line with the increase (if any) in the State Pension in the previous year, subject to the value of the Member’s Pensionable Salary so increased not exceeding his or her Annualised Basic Weekly Wage on 1 January in that year,

PROVIDED FURTHER THAT where the Actuary notifies the Trustees in writing that a Funding Agreement has gone, or is likely to go, off-track before the expiration of its term, the Trustees may, on the advice of the Actuary, for the purpose of ensuring that such Funding Agreement remains on-track, notify the Board, the Associated Employers and other participating companies (if any) in writing that, with effect from the date of the Trustees’ notification to them under this provision, a limit shall apply (which, for the avoidance of doubt, is separate and in addition to the Pensionable Salary Limit) to any increase to wages which is otherwise pensionable for the remainder of the Funding Agreement’s term (the “Interim Limit”). The Interim Limit shall have effect so that the level of increase to a Member’s Pensionable Salary after the notification is limited for the remainder of that Funding Agreement’s term to the lesser of:

• (a) the annual rate of increase (if any) in the CPI in the preceding year; and

• (b) 1.75%,

SAVE THAT increments and promotions resulting in an increase to Salary shall not be subject to the Interim Limit,

AND a Member’s Pensionable Salary in excess of the Interim Limit shall be pensionable under the Defined Contribution Scheme in accordance with that scheme’s provisions.

“Pensions Act” means the Pensions Act 1990 (No 25 of 1990).

“Pensions Authority” means the body constituted pursuant to Part II of the Pensions Act.

“Personal Fund Threshold” has the meaning assigned to it by section 787O of Chapter 2C of Part 30 of the Taxes Consolidation Act.

“Qualifying Service” means service in the employment of the Board during membership of this Scheme which is reckoned as pensionable service for the purposes of calculating a Member’s benefits hereunder, and service which pursuant to the Superannuation and Pensions Act 1963 (No. 24 of 1963) has been given with an approved organisation and is to be treated as pensionable for the purposes of this Scheme, but does not include notional purchased service. In the event of any dispute as to whether a period of service is Qualifying Service, the matter shall be determined by the Board in its absolute discretion.

“Reduced Pension” means any pension, other than a Full Pension, payable or awarded to any person pursuant to the Scheme.

“Registered Administrator” means each person or entity registered with the Pensions Authority as a registered administrator pursuant to Part VIA of the Pensions Act and who or which pursuant to Rule 18.6 has been appointed by the Trustees as a registered administrator of the Scheme.

“Regular Wages Staff” means all permanent employees of the Board, other than persons holding clerical, supervisory, executive, technical or professional positions (save as set out in paragraph (b)), who have been appointed to the Regular Wages Staff and includes:

• (a) Resident Railway Level-Crossing Keepers admitted to the Scheme pursuant to Rules 19.1(d) and 19.2(e); and

• (b) with effect from the Operative Date Members of the Scheme who are promoted to grades outside the Regular Wages Staff grades.

“Remuneration Policy” has the meaning given to it in Rule 18.8.

“Resident Railway Level-Crossing Keeper” means a railway level-crossing keeper for whom the Board or a subsidiary company of the Board provides living accommodation adjunctive to his or her employment whether or not a rent is payable in respect of same.

“Retirement Arrangement” shall have the meaning given to it in Rule 38.1(b).

“Revaluation Percentage” means the percentage (if any) prescribed pursuant to section 33(4) of the Pensions Act, in respect of each Revaluation Year.

“Revaluation Year” means each year beginning on 1 January.

“Revised Table A” means the Table of Pensions, Member contributions and Total Payments applicable to persons in service on and after 9 June 2020 set out at Rule 21.6 hereof.

“Rules” means the regulations set out in the statutory instrument establishing the Scheme (S.R. & O. No. 242 of 1945) and in the Former Schemes and otherwise in the statutes comprising the Existing Scheme, as hereby amended.

“Scheme” means the Existing Scheme as hereby amended and “Scheme” shall comprehend the Fund unless the context requires otherwise.

“Scheme Membership” means:

• (a) the total periods of service in the employment of the Board during membership of the Scheme where service as a Job Sharing Employee shall be treated as if the Member was a Full Time Employee; and

• (b) service which pursuant to the Superannuation and Pensions Act 1963 (No. 24 of 1963) has been given with an approved organisation and is to be treated as pensionable for the purposes of the Scheme;

but neither of the following periods is included:

• (i) notional purchased service; and

• (ii) service in the employment of the Board on and after the date of becoming a Member of the Córas Iompair Éireann Superannuation Scheme 1951 on promotion from the Regular Wages Staff.

“Scheme Year” means the period commencing on 1 January and continuing up to and including 31 December of that year or it shall mean the period commencing and continuing up to such other dates as the Board in consultation with the Actuary shall agree with the Trustees in each year.

“Secretary” means the person appointed as such by the Trustees pursuant to Rule 17 and includes, where appropriate, a person acting temporarily as the substitute for such person.

“Service” means periods of service (including days in respect of part years) in the employment of the Board or an Associated Employer after appointment to the Regular Wages Staff PROVIDED THAT no service accrued by a Member prior to his or her twentieth birthday shall be service for the purposes of the Scheme.

“Spouses’ and Children’s Scheme” means the Córas Iompair Éireann Spouses’ and Children’s Pension Scheme for Regular Wages Staff confirmed by S.I. No. 230 of 2003 as amended from time to time.

“Standard Fund Threshold” has the meaning assigned to it by section 787O of Chapter 2C of Part 30 of the Taxes Consolidation Act from time to time.

“State Pension” means the annual State Pension (Contributory), payable to a qualified single person with a complete record of social welfare contributions or any successor or replacement pension by whatever name known, from time to time.

“State Pension Age” means the age at which from time to time a person:

• (a) is entitled or eligible, or

• (b) would be so entitled or eligible had he or she met the non-age related qualifying criteria,

to receive a State Pension, (and the State Pension Age of a Member applies whether or not the State Pension is payable, or payable in full or part, to the Member in question).

“Table A” means the Table of Pensions and Total Payments first set out in Article 4 of the Schedule to S. I. No. 48 of 1965, and set out at Rule 21.6 hereof, applicable to persons in the service of the Board before 9 June 2020.

“Taxes Consolidation Act” means the Taxes Consolidation Act 1997 (No. 39 of 1997).

“Total Payments” means the Total Payments set out in column (5) of Table A or column (3) in Revised Table A, as applicable, set out in Rule 21.6 reflecting the value of the lump sum payable upon the death, within five years from the date of his or her retirement, of a pensioner Member receiving or entitled to receive a Full Pension in discharge of all further obligations of the Fund in respect of that Member.

“Trustees” means the person (including a corporate body) or persons appointed as the Trustees of the Scheme pursuant to Rule 11 (including, for the avoidance of doubt, persons nominated as Trustees pursuant to Rule 12).

“Vested Age of Retirement” the age at which the Member may retire from the service of the Board without requiring the consent of his or her employer and the Trustees.

“Vested Benefit” means a benefit arising pursuant to Rule 36.

2.1 Transfer of Committee Powers and Duties to the Trustees

With effect on and from the Operative Date all references to the Committee in the Existing Scheme shall be construed as references to the Trustees and all powers, rights, discretions, privileges, duties, of, and liabilities held or incurred by, the Committee before this Scheme was confirmed and came into operation, transfer hereby, with effect from the Operative Date, without any further transfer or assignment, to the Trustees.

PART 2 EXISTING SCHEME

3.1 Continuance of the Existing Scheme

• (a) Subject as hereinafter specifically provided, the benefits provided by the Existing Scheme shall continue to be paid or be payable pursuant to the terms thereof and without alteration to every existing pensioner whose pension commenced prior to the Operative Date and to the personal representative of any deceased pensioner or Member if the deceased’s pension commenced or death occurred prior to the Operative Date.

• (b) Nothing in this amending Scheme shall affect the rights of any of the persons mentioned in the preceding paragraph (a), nor shall this amending Scheme affect any subsisting right or liability accrued to or incurred under the Existing Scheme by any person who retired from or left the service of the Board or died prior to the Operative Date.

3.2 Amendment of the Existing Scheme

Subject to Rule 3.1(b), the Existing Scheme shall be amended with effect on and from the Operative Date (or such other dates as may be specified herein) so as to conform to the provisions hereinafter contained and every provision of the Existing Scheme which is inconsistent with the provisions hereinafter contained shall cease to have effect.

3.3 Application to Existing Pensioners and former Members

The provisions of this Scheme shall, in so far as the same may be applicable, apply to:

• (a) every Existing Pensioner or former Member whose right to pension accrued prior to the Operative Date; and

• (b) the personal representative of any deceased pensioner or former Member if the deceased pensioner’s or former Member’s right to pension accrued prior to the Operative Date.

PART 3 THE FUND

4.1 The Fund, established by the amendment to the Existing Scheme confirmed by the Córas Iompair Éireann Amending Superannuation Scheme for Regular Wages Staff (Confirmation) Order 1949 ( S.I. No. 115 of 1949 ), for the purpose of providing for and securing the discharge of liabilities under the Scheme, (the “Fund”) continues in being.

4.2 The Fund shall consist of:

• (a) the moneys transferred to the Trustees on the establishment of the Fund;

• (b) assets and investments held by the Trustees;

• (c) any interest from the investments of moneys belonging to the Fund; and

• (d) any sums which are paid to the Trustees from time to time under and for the purposes of the Scheme.

4.3 The Fund shall vest in the Trustees.

5.1 Subject always to the Pensions Act, all moneys in the hands of the Trustees belonging to the Fund and not required for the immediate purposes of the Scheme may be lent to the Board repayable on demand at an agreed rate of interest or may be invested as the Trustees shall think proper having consulted with and given due consideration to the views of the Board:

• (a) in any investments for the time being authorised by law as investments for trust moneys; (and to this end the Trustees, may give guarantees, indemnities and undertakings and bind all or any part of the Fund to give effect to such guarantees, indemnities and undertakings) or

• (b) subject in particular to the provisions of the Pensions Act having regard to the prudent person rule (within the meaning of the Directive of 2016) and investment regulations under the Pensions Act, in any other investments as the Trustees in consultation with the Scheme’s investment advisors may decide

PROVIDED THAT, the Trustees’ investment decisions shall include consideration of all matters the consideration of which are required by law.

6.1 Not less often than once in every three years (or such lesser period as may be prescribed by the Pensions Act) the Trustees shall cause the Actuary to carry out an investigation of the Fund in compliance with the requirements of the Pensions Act, the Occupational Pension Schemes (Disclosure of Information) Regulations and any applicable professional guidance, and to prepare a report thereon which report shall be provided to the Trustees and the Board.

6.2 Each year, in accordance with the requirements of section 55 of the Pensions Act, the Occupational Pension Schemes (Disclosure of Information) Regulations and any applicable professional guidance, the Actuary shall prepare a statement for inclusion in the Scheme’s annual report, in such form as may be prescribed, as to whether he or she is reasonably satisfied that if he or she were to prepare an actuarial funding certificate and a funding standard reserve certificate for the Fund having an effective date of the last day of the period to which the annual report relates, he or she would certify:

• (a) in the case of the actuarial funding certificate, that the Fund satisfies the funding standard provided for in section 44(1) of the Pensions Act; and

• (b) in the case of the funding standard reserve certificate, that the Fund satisfies the funding standard reserve provided for in section 44(2) of the Pensions Act

and if he or she cannot so certify in either case, he or she shall take such actions as are prescribed by the Pensions Act.

6.3 The Trustees shall, once in every Scheme Year, and in accordance with the requirements of the Occupational Pension Schemes (Disclosure of Information) Regulations 2006, cause the accounts of the Fund to be prepared and audited by the Auditor and a copy of the audited accounts relating to a Scheme Year shall be included in the Scheme’s annual report for such year.

6.4 The Trustees shall cause a copy of the audited accounts of the Fund with the Auditor’s report thereon to be sent to the Board within nine months of the close of the period to which the audited accounts relate.

7.1 The Trustees shall make provision for:

• (a) the payment out of the Fund of the benefits which are payable under the Scheme to or in respect of any of the Members; and

• (b) the payment and discharge out of the Fund of any costs and expenses which may be properly incurred in respect of the Scheme and which would have been paid and discharged by the Board under the terms of the Scheme before the establishment of the Fund including any administration costs incurred by the Board itself.

In the event of the Fund being at any time insufficient to provide for the payments mentioned in the foregoing paragraphs (a) and (b) the Board shall contribute and pay to the Trustees for the purposes of the Scheme the amount of the said insufficiency.

All pensions in payment on or before 1 January 1994 and paid by the Board supplementary to pensions paid under this Scheme or under the Former Schemes or otherwise on an ex gratia basis to or in respect of persons who were formerly members of the Regular Wages Staff are obligations of the Fund, and shall be paid in the amount, for the terms and otherwise upon the conditions applying to them immediately before 1 January 1994 save where otherwise provided.

If at any time all the pensions and benefits payable under the Scheme to or in respect of Members have been duly paid and discharged or provided for, then and in such case the remaining portion of the Fund (if any) shall be paid over to the Board and the trust and the Scheme shall be dissolved.

10.1 The Board may, with the consent of the Minister, dissolve the Fund.

10.2 If the Board, with the consent of the Minister, determines that the Fund shall be dissolved then, upon its dissolution, the liability of the Board and of the Members to contribute to the Fund shall cease. The Fund shall then be realised and the Trustees shall apply the proceeds of the realisation, so far as they permit, in accordance with the priority order set out in section 48 of the Pensions Act and otherwise in the following order of priority:

• (a) they shall discharge or make a reserve to discharge:

• (i) the expenses, fees and costs relating to and associated with the dissolution of the Fund; and

• (ii) insofar as permitted under the Pensions Act, the other expenses, fees and costs of or incidental to the administration and management of this Scheme which in their opinion may not be recoverable from the Board;

• (b) they shall pay or secure the benefits referred to in paragraph 1 of the third schedule to the Pensions Act;

• (c) they shall pay or secure the benefits referred to in paragraphs 2 and 3 of the third schedule to the Pensions Act;

• (d) they shall discharge or make a reserve to discharge any expenses, fees and costs of or incidental to the administration and management of this Scheme and the dissolution of the Fund which in their opinion may not be recoverable from the Board and which have not already been discharged or for which no reserve has been made by reason of the Pensions Act;

• (e) they shall pay or secure all benefits payable or contingently payable under this Scheme to the extent that they have not already been paid or secured.

As regards any Member who is in service on the dissolution date and who has not then reached the Normal Age of Retirement benefits shall be calculated on the assumptions that:

• (i) he left service on the dissolution date, and

• (ii) he were to receive benefits pursuant to Rule 36.2 of the Scheme;

• (f) in so far as sufficient funds remain, they shall pay or secure a fixed increase at the rate of up to 3 per cent per annum to pensions in payment with effect from the date at which they become payable to all persons entitled to such pensions, other than persons who immediately prior to the 1^st day of January 1994 were members or pensioners under the Former Schemes or were in receipt of pensions paid by the Board on an ex gratia basis;

• (g) in so far as sufficient funds remain, they shall pay or secure a fixed increase at the rate of up to 3 per cent per annum to pensions in payment with effect from the date at which they become payable to persons who immediately prior to the 1^st day of January 1994 were members or pensioners under the Former Schemes or were in receipt of pensions paid by the Board on an ex gratia basis;

• (h) if any moneys remain after the priority order has been met and otherwise all the preceding purposes which have not been, in effect, carried out by the statutory priority order have been carried out in full, they shall be paid to the Board.

PART 4 ADMINISTRATION

11.1 This Rule 11 is subject to section 62 of the Pensions Act.

11.2 Subject to Rule 12, the Board may at its discretion appoint to be an additional or new Trustee any person of whom the Minister approves. The first appointment of Board Appointed Trustees shall be made as soon as possible and not more than three months after the Operative Date.

11.3 Subject to Rule 12, the Board, at its absolute discretion but with the consent of the Minister, may remove a Trustee at any time where it appears to the Board that the removal from trusteeship of any Trustee is necessary in the interest of the proper and effective performance of the functions of the Trustees under the Scheme.

11.4 Any person elected or appointed as a Trustee must satisfy the Board that he or she meets the following requirements:

• (a) the requirement to be fit, meaning that his or her qualifications, knowledge and experience are collectively with those of the other Trustees adequate to enable him or her to ensure a sound and prudent management of the Scheme;

• (b) the requirement to be proper, meaning that he or she is a person of good repute and integrity;

• (c) has experience which, together with the experience of the other Trustees, is collectively adequate having regard to the proviso to this Rule, to enable the Trustees to ensure the sound and prudent management of the Scheme; and

• (d) all other requirements relating to the qualifications of trustees set out in section 59(A) of the Pensions Act

AND PROVIDED THAT at least one of the Trustees shall have not less than two years’ experience as a trustee of a scheme within the immediately preceding three years which experience is of a type that is adequate for him or her to ensure the sound and prudent management of the Scheme,

and if any question arises as to whether a nominee for the role of Trustee satisfies the requirements hereof, the Board may, and shall where so required by law, submit the matter to the Pensions Authority for determination.

11.5 Every casual vacancy among the Board Appointed Trustees caused by death, incapacity (within the meaning of Rule 11.9(b)), resignation, disqualification or removal shall, within three months thereof, be filled by the Board in accordance with Rule 11.2, failing which, the Chairperson shall nominate a person to be appointed a Board Appointed Trustee within one further month who shall on the expiration of that month be appointed by the Board with immediate effect.

11.6 The powers of the Board under the foregoing provisions of this Rule shall be exercised in such manner that the number of the Trustees shall not be less than eight, four of whom are to be appointed by the Board (the “Board Appointed Trustees”) and four of whom are to be elected by:

• (a) the Members in accordance with Rule 12; or

• (b) qualified members within the meaning of, and in accordance with the Member Election Regulations,

(the “Member Elected Trustees”)

PROVIDED THAT, a body corporate may remain or be appointed as a Trustee; and

PROVIDED FURTHER THAT after the Operative Date and prior to the election of the Member Elected Trustees under Rule 12.2 and the appointment of the Board Appointed Trustees under Rule 11.2, the Trustees of the Existing Scheme shall remain in office until at least four Trustees have been elected or appointed as the case may be.

11.7 Save for a corporate Trustee, a person may not serve more than two terms of office as a Trustee, each term of office being for a period of four years PROVIDED THAT:

• (a) where the Member Elected Trustees are elected pursuant to the Member Election Regulations their term of office shall be for the period prescribed therein;

• (b) save where the Member Elected Trustees are elected pursuant to the Member Election Regulations, where six or more Trustees are due to retire and/or wish to resign in any given year, two of their number, one of whom shall be a Member Elected Trustee (chosen by the retiring Member Elected Trustees) and one of whom shall be a Board Appointed Trustee (chosen by the retiring Board Appointed Trustees) (or where, in either instance, they fail to agree, by the Chairperson), may remain in office for one additional year in order to provide continuity of operation of the Trustee board.

11.8 The Board and the Trustees shall execute such documents and do such things as may be reasonably necessary to:

• (a) appoint as a Trustee such person or persons as may be selected by Members, or whose selection may be approved of by certain Members, pursuant hereto;

• (b) vest the Fund in any Trustee, appointed as aforesaid, jointly with the other Trustees; and

• (c) give proper effect to the removal or retirement of any of the Trustees.

11.9 The office of a Trustee shall be vacated if he or she:

• (a) dies;

• (b) becomes incapable through failure of health of performing efficiently his or her duties as a Trustee and is so deemed by the Board;

• (c) is absent from meetings of the Trustees for a period of six months (or such shorter or longer period as the Board in its absolute discretion shall determine);

• (d) is removed from office by the Board in accordance with Rule 11.3;

• (e) is removed from office in accordance with section 59(A)(8) or section 63(1) of the Pensions Act; or

• (f) resigns.

11.10 The Trustees or any of them may resign their appointment as Trustee or Trustees by serving on the Secretary for delivery to the Board and the other Trustees one month’s notice in writing to that effect (or such lesser notice as the Board might, in its absolute discretion agree or accept) and at the expiration of such notice the Trustee or Trustees so resigning shall be deemed to have retired as a Trustee or Trustees (as the case may be).

11.11 When a Trustee resigns or is removed from office he or she shall forthwith do all acts and things necessary to vest the Fund in the joint names of the continuing and or the new Trustees.

11.12 Without prejudice to Rule 11.16, the Trustees shall have power to act notwithstanding any vacancy in their number and the acts and decisions of the Trustees shall not be rendered invalid by any vacancy or by any defect in the qualification or appointment of a Trustee AND in the event that all or a majority of the Member Elected Trustees or all or a majority of the Board Appointed Trustees resign or are removed as Trustees, notwithstanding the requirements of Rule 16.1(c), the remaining Trustees may continue to administer and manage the Scheme pending the replacement of the Trustees resigning or being removed or the completion of an election of new Trustees.

11.13 Any Trustee, unless it is the Board or an employee of the Board, may charge and be paid for his or her services as he or she may agree with the Board but may not retain any commission or remuneration returned or allowed by stockbrokers, Life Offices or others.

11.14 Any Trustee who is eligible for membership of the Scheme may be a Member and may retain for his or her own absolute benefit all moneys accruing to him or her as a Member and, subject to the terms of the conflicts of interest policy applicable to the Trustees, he or she may participate in any discussion in respect of and vote on any resolution which affects or may affect any benefit payable to him or her from the Scheme.

11.15 No decision of or exercise of a power by the Trustees shall be invalidated or questioned on the ground that the Trustees or, in the case of the Trustees or any of them being a body corporate, any director of such body corporate, or any individual Trustee or Trustees, had a direct or personal interest in the result of any such decision or in the exercise of any such power.

11.16 If at any time there are no Trustees, the Board may act as the Trustees pending the appointment of a new Trustee or Trustees.

12.1 This Rule 12 is subject to section 62 of the Pensions Act.

12.2 The first election of Member Elected Trustees shall be held as soon as possible and not more than three months after the Operative Date.

12.3 An election of Member Elected Trustees shall be held in every fourth year after the year in which the first election is held.

12.4 At every election of Member Elected Trustees after the first election, the nomination day shall be such day in the year of election as the Trustees, in consultation with the Secretary, shall fix and at the first election the nomination day shall be such day in the period mentioned in Rule 12.2 as the Board, in consultation with the Secretary, shall fix.

12.5 The procedure at an election of Member Elected Trustees shall be as follows:

• (a) Not less than six weeks before the nomination day, the Secretary shall cause to be exhibited to Members, in a manner he or she, acting reasonably, deems to be appropriate, notice of the election specifying the nomination day and giving directions for nomination of candidates for election.

• (b) Any eight Members may nominate a Member as a candidate by delivering to the Secretary on or before the nomination day a nomination in writing signed by each of the nominating Members and accompanied by a written assent to the nomination signed by the Member nominated.

• (c) Where only one candidate in the service of a given Associated Employer is nominated, he or she shall be declared elected as a Member Elected Trustee. Where more than one candidate in the service of the Board or a given Associated Employer is nominated, a ballot shall be held on a date, not less than four weeks after the nomination day, to be fixed by the Secretary.

• (d) Where a ballot is to be held, the Secretary shall distribute to every Member in a manner he or she sees fit, acting reasonably, not later than seven days before the day of the ballot a ballot paper showing the names of the nominated candidates in alphabetical order specifying the day of the ballot and giving directions for voting.

• (e) A Member may vote at the ballot by completing his or her ballot paper and returning it by post, or by such other means as may be specified by the Secretary, so that it reaches the Secretary on or before the day of the ballot.

• (f) The Member Elected Trustees shall include at least one Member Elected Trustee in the service of each Associated Employer in respect of which at least one candidate has been nominated, such that where:

• (i) only one candidate in the service of a given Associated Employer is nominated, he or she shall be declared elected as a Member Elected Trustee in any subsequent ballot in accordance with Rule 12.5(c) hereof; and

• (ii) more than one candidate in the service of a given Associated Employer is nominated, the highest polling nominee in the service of that Associated Employer shall be declared elected as a Member Elected Trustee.

• (g) Where a Member Elected Trustee in the service of each Associated Employer in respect of which there was at least one nominee has been elected in accordance with sub-Rule 12.5(f), the next highest polling nominee in the service of the Board or an Associated Employer shall also be declared elected as a Member Elected Trustee, and, to the extent that any vacancy or vacancies remain, the subsequent highest polling nominee(s) in the service of the Board or an Associated Employer shall be declared elected such that four Member Elected Trustee positions are filled.

• (h) Voting shall be in accordance with the principle of proportional representation. Two scrutineers shall be appointed - at the first election by the Board and at subsequent elections by the Trustees - who shall examine the ballot papers returned and declare the persons elected by notice in writing to the Secretary.

• (i) The persons declared elected pursuant to sub-Rules 12.5(f) and 12.5(g) shall be deemed to have been validly elected and the Board shall do everything reasonably necessary to appoint them as Trustees no later than two weeks from the date on which they have been declared elected failing which they are deemed hereunder to be appointed Trustees of the Scheme with effect from the later date.

• (j) The Secretary shall cause notice of the result of the election to be exhibited in such manner as he or she, acting reasonably, deems appropriate.

12.6 Every casual vacancy among the Member Elected Trustees caused by death, incapacity (within the meaning of Rule 11.9(b)), resignation, disqualification or removal shall, within three months thereof, be filled by:

• (a) where the former Member Elected Trustee was the employee of an Associated Employer, the Member Elected Trustees, co-opting a person representative of the Associated Employer by whom the former Member Elected Trustee is or was employed; and

• (b) where the former Member Elected Trustee is or was employed by the Board, the Member Elected Trustees, acting reasonably, shall co-opt a person representative of the Members as they see fit, failing which, the Chairperson shall choose a person to be appointed a Member Elected Trustee,

and in such event the Chairperson shall notify the Board in writing of the person so co-opted or chosen and he or she shall be appointed as a Trustee by the Board no later than two weeks after the date on which the Chairperson notified the Board that he or she has been so co-opted or chosen, failing which, the Member is deemed to be appointed a Trustee hereunder with effect from the date which is three months from the date on which the casual vacancy arose.

12.7 Subject to Rule 11.9, a Member Elected Trustee shall continue in office until the quadrennial election of Member Elected Trustees has been duly completed.

12.8 A Member Elected Trustee who ceases to be a Member shall be disqualified from being and shall cease to be a Member Elected Trustee.

13.1 Trustees’ Duties Generally

Without prejudice to the duties of Trustees generally and in addition to all other requirements of law, the Trustees shall:

• (a) comprise the administrative, management and/or supervisory body of the Scheme having ultimate responsibility for compliance with the requirements of law and administrative provisions applicable to the Scheme (and, for the avoidance of doubt, all powers rights discretions privileges duties of and liabilities held or incurred by the Committee before this Scheme was confirmed and came into operation, transfer hereby, with effect from the Operative Date, without any further transfer or assignment, to the Trustees);

• (b) ensure, insofar as is reasonable, that the contributions payable in accordance with the Rules are received by them for the purposes of the Scheme;

• (c) provide for the proper investment of the Fund in accordance with the Rules and applicable law;

• (d) prepare and maintain a written statement of the investment policy principles applied to the resources of the Scheme in the form and manner that may be prescribed under the Pensions Act and shall review the statement at least every three years and revise it at any time following any change in investment policy which is inconsistent with it;

• (e) make arrangements for the payment of benefits payable pursuant to the Rules as they become due;

• (f) ensure that proper membership and financial records are kept;

• (g) in accordance with section 26T of the Pensions Act, not later than 31 January of each year, prepare a statement, in the form required by the Pensions Authority, relating to the immediately preceding year (the “Annual Compliance Statement”) which they shall certify and submit to the Pensions Authority not later than one month after that Annual Compliance Statement is prepared; (or on such other date as the Pensions Authority may permit or require from time to time);

• (h) in accordance with section 42 of the Pensions Act, submit to the Pensions Authority an actuarial funding certificate and a funding standard reserve certificate relating to the Scheme in accordance with the requirements of section 43 of the Pensions Act;

• (i) ensure that the Scheme is registered with the Pensions Authority in accordance with the requirements of the Pensions Act and provide the Pensions Authority with such information as is required by it for registration;

• (j) comply with all requirements imposed on Trustees relating to disclosure of information in respect of the Scheme as set out in Part V of the Pensions Act (and regulations made thereunder) to:

• (i) Members and prospective Members,

• (ii) the spouses or Civil Partners of Members and prospective Members,

• (iii) persons within the application of the Scheme and qualifying or prospectively qualifying for benefits thereunder, and

• (iv) any trade union representing the Members to which a negotiation licence has been issued pursuant to Part II of the Trade Union Act 1941 (S. I. No. 22 of 1941)

PROVIDED THAT the Trustees shall not be bound to furnish any of the information specified to any of the persons specified unless so requested by such persons;

• (k) undertake Trustee training in accordance with section 59AA of the Pensions Act;

• (l) if the Scheme is dissolved, apply the Fund in discharging the Scheme’s liabilities without undue delay in accordance with the requirements of the Pensions Act and otherwise in accordance with the requirements of the Rules;

• (m) make arrangements for the resolution of disputes in relation to the Scheme in accordance with the requirements of the Financial Services and Pensions Ombudsman Act 2017 (No. 22 of 2017); and

• (n) ensure that, in accordance with the requirements of the Pensions Act, there is, at all times, appointed by them one or more registered administrators for the purposes of:

• (i) preparing on behalf of the Trustees in each year an annual report;

• (ii) preparing on behalf of the Trustees in each year annual benefit statements for such Members as are required by law to receive annual benefit statements;

• (iii) keeping accurate and sufficient records of Members and of their benefits; and

• (iv) discharging such other duties of registered administrators as are prescribed by law.

13.2 System of Governance

• (a) To the extent required by the Pensions Act, in accordance with the requirements of subsections 64AB(1) to (4) of the Pensions Act, the Trustees shall put in place an effective system of governance, proportionate to the size, nature, scale and complexity of the Scheme, which shall provide for the sound and prudent management of Scheme activities and the system of governance shall be regularly reviewed by the Trustees. The Trustees shall provide that the system of governance includes:

• (i) an adequate and transparent organisational structure with a clear allocation and appropriate segregation of responsibilities which shall:

• (A) set out the functions and activities required to manage the Scheme; and

• (B) specify the person who is responsible for performing each such function and carrying out any such activity, and

• (ii) an effective system for ensuring the transmission of information.

• (b) To the extent required by the Pensions Act, in accordance with the requirements of subsections 64AB(5) to (7) of the Pensions Act, the Trustees shall approve, establish, and apply written policies in relation to:

• (i) risk management;

• (ii) internal audit; and

• (iii) where required under the Pensions Act, actuarial and outsourced activities,

and the Trustees shall review the policies at least once every three years and shall adapt any of them where there is, or has been, any significant change in the system or area with which any such policy is concerned, including any change provided by, or under, any enactment.

• (c) To the extent required by the Pensions Act in accordance with the requirements of subsections 64AB(8) to (10) of the Pensions Act, the Trustees shall put in place an effective internal control system which shall include:

• (i) administrative procedures;

• (ii) accounting procedures;

• (iii) an internal control framework; and

• (iv) appropriate reporting arrangements at all levels of the Scheme.

13.3 Documents concerning Scheme Governance: Own-Risk Assessment

To the extent required by the Pensions Act, in accordance with the requirements of section 64AL of the Pensions Act, the Trustees, having regard to the size and internal organisation of the Scheme as well as to the size, nature, scale and complexity of its activities, shall carry out and document an own-risk assessment of the Scheme (“Own-Risk Assessment”) at least once every three years and without delay following any significant change in the risk profiles of the Scheme. The Own-Risk Assessment shall include:

• (a) a description of how the Own-Risk Assessment is integrated into each of the management process and the decision-making process of the Scheme;

• (b) an assessment of the effectiveness of the Scheme’s risk management system;

• (c) a description of how the Scheme prevents conflicts of interest where the Scheme outsources Key Functions to the Board in accordance with Rule 18.1(ii);

• (d) an assessment of the overall funding needs of the Scheme, including a description of a recovery plan, where applicable;

• (e) an assessment of the risks to Members and beneficiaries relating to the payment of retirement benefits and the effectiveness of any remedial action considering, where applicable:

• (i) indexation mechanisms; and

• (ii) benefit reduction mechanisms, including the extent to which accrued pension benefits can be reduced, under which conditions and by whom;

• (f) a qualitative assessment of the mechanisms protecting retirement benefits, including, as applicable, guarantees, covenants or any other type of financial support by the Board in favour of the Scheme or the Members and beneficiaries;

• (g) a qualitative assessment of the Scheme’s operational risks;

• (h) where environmental, social and governance factors are considered in investment decisions, an assessment of new or emerging risks, including risks related to climate change, use of resources and the environment, social risks and risks related to the depreciation of assets due to regulatory change

and the Trustees shall take into account the Own-Risk Assessment when making any strategic decision in respect of the Scheme.

13.4 The Trustees shall take reasonable steps to ensure continuity and regularity in the performance of the Scheme of its activities, including the development of contingency plans and to do so the Trustees shall employ appropriate and proportionate systems, resources and procedures.

13.5 The Trustees shall keep all accounts, entries, registers and records necessary for the proper working of the Scheme and shall cause the accounts to be audited by the Auditor in accordance with the requirements hereof and the Pensions Act. The Auditor shall be given access to all books, papers, vouchers, accounts and documents connected with the Scheme and shall prepare a report on the audited accounts, and the Trustees shall provide to him or her such other information as he or she may reasonably request for the purpose of performing his or her functions and duties.

13.6 The Trustees shall direct the Actuary to value the Fund and the liabilities of the Scheme in accordance with the requirements hereof and the Pensions Act and to prepare a report on each valuation as soon as is reasonably practicable after its effective date. The Trustees shall provide to the Actuary such information as he or she may reasonably request for the purpose of performing his or her functions and duties. The Trustees shall submit an actuarial funding certificate and a funding standard reserve certificate, prepared by the Actuary, to the Pensions Authority at such intervals as may be required under the Pensions Act. In the event that the Trustees are required to submit a funding proposal to the Pensions Authority, the procedures set out in the Pensions Act, any related Pensions Authority guidance and any government circulars relating to pensions (where relevant) shall be applied by them and the Actuary.

13.7 The Trustees shall prepare or cause to be prepared not later than nine months after the end of each Scheme Year an annual report in respect of that Scheme Year containing the information required to be contained in such report by section 55 of the Pensions Act and the Occupational Pension Schemes (Disclosure of Information) Regulations.

13.8 The Trustees shall be the administrator of the Scheme within the meaning of the Taxes Consolidation Act.

14.1 The Trustees shall have and may exercise the following powers in addition to all other powers vested in them by these Rules or by statute:

• (a) Power to delegate and authorise the sub-delegation of any of their trusts, duties, powers and discretions under the Rules in any manner as to them seems proper to any person or persons, including any one or more of the Trustees (including, if the Trustees are or include a body corporate, any of its officers or employees or the officers or employees of its affiliated companies). Any such delegation may be revoked by the unanimous decision of the Trustees (other than the person or persons to whom the delegation has been made if made to one or more of the Trustees).

• (b) Power to make such arrangements generally for the administration of the Scheme as they may think fit and in particular to employ nominees and agents to transact any business of the Scheme including the receipt and payment of money and to pay remuneration, following prior consultation with, and having had due regard to the views of, the Board, to any such person or persons which remuneration shall be deemed to be part of the expenses incurred by the Trustees in connection with the Scheme.

• (c) Power to appoint and dismiss any one or more companies, firms or individuals as investment managers, custodian or custodial agents of the Scheme or of a part or parts of the Fund on such terms of appointment as shall be agreed from time to time between the Trustees and the investment manager or investment managers following prior consultation with, and having had due regard to the views of, the Board and any investment manager or investment managers may be empowered by the Trustees to exercise or carry out all or any of the powers of investment of the Trustees and such of the other functions, powers, rights, privileges, duties, liabilities and discretions of the Trustees as the Trustees think expedient.

• (d) Power in relation to the Rules to obtain, or to rely upon, the advice or opinion, whether or not obtained by them, of any lawyer, banker, broker, actuary, accountant, medical practitioner, Life Office or pension consultants of good repute or other professional person as the Trustees see fit and shall not be responsible for any loss occasioned thereby. The cost of the obtaining by the Trustees of any such advice or opinion shall form part of the expenses incurred by the Trustees in connection with the Scheme.

• (e) Power, subject to the powers conferred by the Rules on the Board or the Associated Employers or any of them, to decide all questions or matters of doubt arising under the Rules and every such decision, whether made upon a question actually raised or implied in the acts or proceedings of the Trustees shall so far as the law permits be conclusive and neither any persons, including any body corporate, being, or having formerly been, a member of the Committee, a Trustee, the Board nor the Associated Employers shall be liable for, or for the consequences of, any act done or omitted to be done or any payment made or omitted to be made in pursuance or purported pursuance of any such decision as aforesaid notwithstanding that such decision shall subsequently be held to have been wrongly made.

• (f) Power, subject to it not prejudicing the Revenue Commissioners’ approval of the Scheme, to appoint the Board or any Life Office with which any contracts or policies have been effected in accordance with the investment provisions hereof as their agent for the purpose of paying any pension or pensions which arise under the Scheme and the payment of such pension or pensions by the Board or Life Office to the person or persons entitled to receive the same under the Scheme shall be a complete discharge to the Trustees for the payment thereof.

• (g) Power, in addition and without prejudice to all powers conferred upon the Trustees by these Rules and by law, to settle, compromise or submit to arbitration any claims, matters, disputes or differences arising out of the Scheme or otherwise in connection with the Scheme and which have not been disposed of pursuant to the provisions of Rule 14.1(d) above, and to commence, carry on or defend proceedings relating in any way to the Scheme or relating to any rights of the Members or others therein.

• (h) All such powers, rights, discretions and privileges, including the giving of undertakings, as they may from time to time require:

• (i) to comply with the duties imposed upon them by, or in connection with, the Rules and the Pensions Act; and

• (ii) to comply with the applicable provisions of Part 30, Chapter 1 of the Taxes Consolidation Act and the requirements of the Revenue Commissioners from time to time so as not to prejudice the Scheme’s exempt approved status pursuant to that act.

15.1 The Trustees jointly and severally covenant with the Board:

• (a) to manage and administer the Scheme;

• (b) to comply with the Rules;

• (c) not (except with the consent of the Board or as required by law) to disclose to any Member or other person any matter relating to the business and affairs of:

• (i) the Board;

• (ii) the Scheme; or

• (iii) any Member or other beneficiary of the Scheme of which the Trustees become aware by reason of their position as Trustees;

• (d) not (except with the consent of the Member or other beneficiary of the Scheme or as required by law) to disclose to any person any matter relating to the business and affairs of the Member or other beneficiary of the Scheme other than matters which the Trustees deem necessary for the proper administration of the Scheme; and

• (e) that when a Trustee resigns or is removed from office he or she shall immediately do all acts necessary to vest the property and investments of the Fund in the joint names of the continuing Trustees and any new Trustee or Trustees;

and any Trustee who becomes a Trustee after the Operative Date shall, in consenting to act as a Trustee, be deemed to have made the above covenants with the Board with effect from the date of becoming a Trustee.

16.1 Where there is more than one Trustee in respect of the Scheme the following provisions shall apply:

• (a) (i) The first meeting of the Trustees after a quadrennial election of Member Elected Trustees shall be held not more than fourteen days after the election and shall be convened by the Secretary. At such first meeting the senior of the Board Appointed Trustees shall act as Chairperson until the election of the Chairperson of the Trustees which shall be the first business of the meeting.

• (ii) The Trustees may meet together for the despatch of business at least every three months and they may adjourn and otherwise regulate their meetings, subject to the provisions of this Rule 16, as they think fit and they may provide for attendance at meetings by telephone, internet or video conferencing or any other means by which each Trustee can listen to all other Trustees participating in the meeting and be heard by those Trustees and participation by such means shall constitute presence in person at such meeting.

• (b) Any three of the Trustees (at least one of whom shall be a Member Elected Trustee and at least one of whom shall be a Board Appointed Trustee) may require a meeting of the Trustees to be convened on not less than seven days’ notice by email to the Secretary and the Chairperson. With the prior agreement of a majority of the Trustees, a meeting of the Trustees may be convened on less than seven days’ notice by email delivered to the Secretary, who shall make all necessary arrangements for convening the meeting.

• (c) A quorum at a meeting of the Trustees shall be five Trustees of whom not less than two shall be Member Elected Trustees and not less than two shall be Board Appointed Trustees.

• (d) Where applicable, the procedures set out in Regulations made pursuant to section 62 of the Pensions Act shall apply to the selection or nomination of a person to be the chairperson of the Trustees (“Chairperson”) and otherwise the Chairperson shall be a Trustee nominated by the Board. The Chairperson shall be Chairperson of the Trustees until the earliest of his or her resignation as Chairperson and/or as a Trustee, disqualification, replacement by the Board, expiration of his or her term of office at the completion of an election of new Trustees, or death.

• (e) The Chairperson shall preside at every meeting of the Trustees at which he or she is present and he or she may appoint a deputy from amongst the Board Appointed Trustees to preside as Chairperson at any meeting or meetings at which he or she is not present. If he or she has not done so or the office is vacant the most senior Board Appointed Trustee present shall act as chairperson of the meeting.

• (f) The procedure and conduct of a meeting of the Trustees shall be determined by the Chairperson in consultation with the Secretary and all other business brought before such meeting shall be decided by a majority of the votes of the Trustees present and voting thereon and in the case of equality of votes the chairperson of the meeting shall have a second or casting vote.

• (g) A decision or resolution passed at such a meeting shall be binding on all the Trustees and all the Trustees shall be obliged to join in taking any action necessary or expedient to carry such a decision or a resolution into effect.

• (h) A Trustee shall not be precluded from voting on any matter by reason of the fact that he or she has a personal interest in the result of such vote provided that such Trustee had, prior to voting, disclosed any such interest to the other Trustees.

• (i) A resolution in writing signed by a majority of the Trustees but of which due notice shall have been given to all of the Trustees individually shall be as effectual as if it had been passed at a meeting of the Trustees and may consist of one or more documents in similar form each signed by one or more of the Trustees.

• (j) The Trustees shall cause proper minutes of their proceedings to be kept and such minutes purporting to be signed by the Chairperson of the meeting or of the next succeeding meeting shall be prima facie evidence of the matters recorded therein.

• (k) Evidence in writing, signed by either two Trustees, one of whom shall be a Member Elected Trustee and the other of whom shall be a Board Appointed Trustee, or the Secretary, shall be sufficient evidence of any resolution, decision or other act of the Trustees required by the Rules.

• (l) Notices referred to in this Rule 16 may be given to the Trustees by email to the last secure email address provided by a Trustee to the Secretary for this purpose and a notice given by email shall be deemed received on the date of delivery if prepared and sent in accordance with this sub-Rule. To this end, a Trustee shall notify the Secretary of any change to his or her email address for the purposes of this Rule 16 and such notification shall be effective on the date specified in the notification as the date on which the change is to take place or, if no date is so specified, the date of receipt by the Secretary of the email.