Retirement Planning Council
Governance Committee
Terms of Reference

PURPOSE
The purpose of the Sub Group is to propose and complete a Corporate Governance Code (‘the Code’) for the approval of the RPC Board.
To ensure that the Code fulfils the RPC’s Corporate Governance responsibilities and provides a continuing focus on governance that will enhance the Board’s performance and effectiveness, taking into consideration governance best practice, as applicable. It shall also assist the Board in establishing RPC as a recognised Retirement Planning institution for its good governance practices.
To review and assess the adequacy of RPC’s policies and practices on corporate governance including the new Constitution and its requirements and recommend changes for the approval of the Board.
Advise the Board on any significant developments in the regulatory and best practices of corporate governance.
Following adoption of the Board of the Draft Corporate Governance Code, develop and recommend a specific and clearly stated Corporate Governance Implementation Plan with timelines to be approved by the Board. Periodically review and amend as necessary as approved by the Board.
Perform other duties and responsibilities expressly delegated by the Board from time to time.

MEETINGS AND QUORUM
Meetings of the Sub Group will be held at least bi-monthly with ad hoc meetings to be held as required.
The Chairman of the Sub Group may request that a meeting be held at any time and the Board Chairman may also convene a meeting of the Sub Group at any time.
The quorum for the Sub Group meetings will be three (2) members, to include the Chairman.
Meetings will be formal with members attending in person or by conference call.

MEMBERSHIP
The Sub Group is a Board appointed group and will make recommendations to the Board on issues relating to Corporate Governance in the business of the RPC.
The Sub Group’s membership shall comprise at least four (3) members, all of whom will be Non-Executive Directors whom the Board believes have appropriate knowledge, skills and expertise to develop the requisite Governance Code for the approval of the RPC Board.
The Sub Group may invite any person it deems appropriate to attend any of its meetings. While there is no fixed term of membership, membership of the Sub Group will be reviewed annually by the Board to ensure an appropriate balance between continuity and fresh perspectives.
The Sub Group Chairman shall facilitate the effective contribution of all members of the group.
The Office Manager may attend meetings, when requested.
The Sub Group shall be provided with appropriate and timely training as required, both in the form of an induction programme for new members and on-going skills programme as deemed necessary for its members.

ROLE AND RESPONSIBILITIES
To oversee the maintenance of the Governance Code and its development and ongoing compliance by the RPC
In the event of a significant noncompliance with the Code, the Sub Group will be convened to consider the implications of same and recommend to the Board an appropriate remedial action plan to resolve.

AUTHORITY
The Sub Group may investigate any matter falling within its terms of reference and it shall have access to adequate funding to enable it to discharge its duties.
The Sub Group may invite any employee or other person to attend any of its meetings, as it may from time to time consider desirable, to assist the Sub Group in the attainment of its objectives.

REPORTING
Minutes of each meeting shall as soon as practicable after their approval be submitted, for noting, to the Board.

PERFORMANCE
The Sub Group will undertake an annual review of its effectiveness that will be submitted to the Board for its approval.

REVIEW
The Sub Group shall review its Terms of Reference on an annual basis and submit them for the approval of the Board.