Call for better safeguards for pensions in corporate takeovers

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In the wake of the BHS pensions scandal and with FTSE 100 pension deficits increasing, almost two thirds of company secretaries favour giving The Pensions Regulator (TPR) stronger powers to block takeovers in order to safeguard pensions, in a poll conducted by ICSA: The Governance Institute and recruitment specialist the Core Partnership

Its survey found that 64% of company secretaries surveyed were in favour of greater regulation around takeovers and pensions, with 15% opposed and 21% undecided.

Simon Osborne, chief executive of ICSA: The Governance Institute, pointed out it would stifle corporate transactions if pension members had the ability to block all deals, warning this could drive investment out of the UK.

‘It might be more sensible to ensure that there are robust safeguarding provisions in place in any takeover agreement so that the TPR can ensure that pensions’ interests are adequately protected.

‘If a company with a large pension fund is being acquired, there should be a referral to the regulator to make sure the members of the scheme have been adequately considered. If problems with the fund’s sustainability come to light, the regulator should be able to stipulate remedies,’ Osborne said.

Individual responses to the survey questions highlighted the view that no director of a company should be a trustee of the sponsored scheme as the risk of potential conflicts of interest is too high, while bolstering the independence of a pension fund from the corporate would be a good way of bringing the management issue into the spotlight.

The poll findings suggested there should be more onus on directors to look after a company’s pension fund. Some 55% of those surveyed feel that directors’ duties should be expanded to include a specific duty of care for a company’s pension fund, with an additional 14% uncertain and just under a third (31%) against this suggestion.

Company secretaries also wanted the covenant review to form part of the company’s annual audit and additional disclosure in the accounts about convent strength should be encouraged. Furthermore, the TPR should be able to unwind transactions that weaken the covenant.

Pat Sweet | Reporter, Accountancy Daily [2010-2021]

Pat Sweet was the former online reporter at Accountancy Daily and contributor to the monthly Accountancy magazine, pub...

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