Part 2Proceedings etc.
Committees and advisory committees
9(1)The Authority may—
(a)establish a committee for the purpose of discharging any of its functions, and
(b)establish a committee for the purpose of giving advice to the Authority about matters relating to the discharge of its functions.
(2)A committee may consist of or include persons (including persons constituting a majority of the committee) who are neither members nor employees of the Authority.
(3)But except where a committee—
(a)is established solely for the purpose mentioned in sub-paragraph (1)(b), and
(b)is not authorised under paragraph 14 to discharge functions on behalf of the Authority,
the committee must contain at least one person who is either a member or an employee of the Authority (or is both).
(4)Where a person who is neither a member nor an employee of the Authority is a member of a committee, the Authority may pay to that person such remuneration and expenses as it may determine.
10(1)A committee of the Authority may establish a sub-committee.
(2)Every member of a sub-committee must be a member of the committee which established it.
Proceedings of the Authority, committees and sub-committees
11(1)The Authority may, subject to this Schedule—
(a)regulate its own procedure;
(b)regulate the procedure of its committees or sub-committees;
(c)enable committees or sub-committees to regulate their own procedure subject to any provision made by the Authority.
(2)The procedure for the discharge of the separate functions which are conferred under this Schedule on the chairman and non-executive members of the Authority is to be determined by a majority of the non-executive members.
(3)In this paragraph a power to regulate or determine procedure includes, in particular, power—
(a)to specify a quorum for meetings,
(b)to make provision that in specified circumstances the Authority or, as the case may be, the chairman and non-executive members may exercise their respective powers of appointment under paragraph 1(3) or 6(5) at a meeting which is inquorate, and
(c)to make provision about the making of decisions by a majority.
(4)The Authority must publish, in such manner as it thinks fit, its own procedures and those of its committees and sub-committees.
(5)This paragraph has effect subject to paragraph 13.
12The Authority must make arrangements for the keeping of proper records—
(a)of its proceedings,
(b)of the proceedings of its committees and sub-committees,
(c)of the proceedings of a meeting of the chairman and other non-executive members,
(d)of anything done by an employee or member of the Authority under paragraph 14(a) or (b).
Disqualification for acting in relation to certain matters
13(1)This paragraph applies if at any meeting of—
(a)the Authority,
(b)the chairman and other non-executive members, or
(c)any committee or sub-committee,
a member of the Authority or, as the case may be, of the committee or sub-committee has a direct or indirect interest in any matter falling to be considered at the meeting.
(2)The person with the interest must declare it and the declaration must be recorded in the minutes of the meeting.
(3)The person with the interest may not take part in any discussion or decision relating to the matter in which he has an interest, unless—
(a)in the case of a meeting of the Authority or of the chairman and other non-executive members, the other members who are present when the discussion or decision falls to take place or is made have resolved unanimously that the interest is to be disregarded, or
(b)in any other case, the other members of the committee or sub-committee who are so present have resolved in the manner authorised by the Authority that the interest is to be disregarded.
(4)In granting authorisations for the purposes of sub-paragraph (3)(b), the Authority must secure that a resolution for those purposes does not allow a person to take part in a discussion or decision at a meeting of a committee established by virtue of paragraph 9(1)(a) or of a sub-committee of such a committee unless at least the following requirements are met—
(a)the number of other members of the committee or sub-committee in favour of the resolution is not less than two-thirds of those who are both present and entitled to vote on the resolution, and
(b)the number of other members of the committee or sub-committee in favour of the resolution is not less than its quorum.
(5)For the purposes of this paragraph a general notification given at or sent to a relevant meeting that—
(a)a person—
(i)has an interest (as member, officer, employee or otherwise) in a specified body corporate or firm, or
(ii)is connected with a specified person (other than a body corporate or firm), and
(b)he is to be regarded as interested in any matter involving that body corporate or firm or, as the case may be, person,
is to be regarded as compliance with sub-paragraph (2) in relation to any such matter for the purposes of that meeting and any subsequent relevant meeting of the same type which is held while the notification is in force.
(6)Section 252 of the Companies Act 2006 (c. 46) (persons connected with a director) applies for determining whether a person is connected with another person for the purposes of sub-paragraph (5) as it applies for determining whether a person is connected with a director of a company.
(7)A notification for the purposes of sub-paragraph (5) remains in force until it is withdrawn.
(8)For the purposes of sub-paragraph (5) each of the following is a “relevant meeting”—
(a)a meeting of the Authority,
(b)a meeting of the chairman and other non-executive members,
(c)a meeting of a committee,
(d)a meeting of a sub-committee,
and a relevant meeting is of the same type as another relevant meeting if both meetings are relevant meetings by virtue of falling within the same paragraph of this sub-paragraph.
(9)A person required to make a declaration for the purposes of this paragraph in relation to any meeting—
(a)is not required to attend the meeting, but
(b)is to be taken to have complied with the requirements of this paragraph if he takes reasonable steps to secure that notice of his interest is read out at, and taken into consideration at, the meeting.
(10)For the purposes of this paragraph a person is not to be taken to have an interest in any matter by reason only—
(a)that he is or has previously been engaged, on behalf of the relevant authority, in activities connected with the discharge of the authority’s functions relating to occupational pension schemes or personal pension schemes, or
(b)that he has previously been a trustee or manager of such a scheme or an employee of such a trustee or manager.
Delegation
14The Authority may delegate any function conferred on it to—
(a)a member,
(b)an employee, or
(c)a committee.
Validity of proceedings
15(1)The validity of proceedings of the Authority, the chairman and other non-executive members, a committee or a sub-committee is not affected by—
(a)a vacancy among the members of the Authority or, as the case may be, the committee or sub-committee,
(b)a defect in the appointment of a person as chairman, deputy chairman or any other member, or
(c)a failure to comply with a requirement which is a requirement as to procedure by virtue of paragraph 11.
(2)Sub-paragraph (1)(c) does not validate any proceedings of a meeting which is inquorate for a reason not within sub-paragraph (1)(a) or (b).
Authentication of the Authority’s seal
16(1)The application of the Authority’s seal must be authenticated by the signature of—
(a)the chairman or another member, or
(b)any other person authorised by the Authority (whether generally or specially) for the purpose.
(2)A document purporting to be duly executed under the seal of the Authority, or to be signed on behalf of the Authority, is to be received in evidence and, except to the extent that the contrary is shown, taken to be duly so executed or signed.
(3)This paragraph does not apply to Scotland.
Annual report
17(1)As soon as is reasonably practicable after the end of each financial year, the Authority must send to the Secretary of State a report on the exercise of the Authority’s functions during that year.
(2)A report under this paragraph must include—
(a)a report on the Authority’s proceedings during that year, and
(b)such information relating to the financial position of the Authority, and to any other matters that he thinks appropriate, as the Secretary of State may direct.
(3)The Secretary of State must lay before Parliament a copy of each report received by him under this paragraph.