Trustee Power

Published 17 August 2007

The recent take-over of high street chemist Alliance Boots by private equity giant Kravis Kohlberg Roberts (KKR) highlighted the new powers of UK pension scheme trustees in corporate deals.

Until recently scheme trustees in the UK were on the outside in corporate restructurings, but the Pensions Act 2004 has given them a seat at the negotiating table, should the ownership of the sponsoring employer change.

This should be good for member security but has led to worries that trustees are not up to the task.

After all, a few years ago Paul Myners and others expressed views that part-time, voluntary trustees were struggling to cope with pension fund investment.

Now they are also expected to deal with corporate finance matters, such as how much extra funding they should settle for and what form it should take.

Some believe that as a result, the tension between acting as member representatives and becoming experts in finance and investment is now too great.

One issue is that at large pension schemes, trustees can hire specialist advisers and full-time, paid trustees when a bid arises.

But at dozens of medium-sized or smaller schemes, this might not be possible.

Could this jeopardise member security at such schemes?

Another consideration is what level of security trustees should seek when their employer is taken over by a private equity firm, which plans to raise debt levels to pay for the acquisition.

A year ago, if a scheme had an accounting deficit, payment of half the deficit upfront and the rest over three to five years was considered par for the course.

Now there are signs that the regulator expects trustees to demand more if they feel funding could be affected.

At some large schemes, media interest is another factor.

Should trustees put their case to the press? After all, other parties will use the media in attempts to win support and favourable coverage could put moral pressure on a bidder to increase their pension fund contributions.

So far it seems the new regime is working. Bids are still being made and trustees not do have the power to block them, as some feared would be the case.

At the same time, trustees appear to be taking a tougher negotiating line than many expected.

Does this mean they are up to the demands now placed on them?

Possibly, but it would be sensible to wait a little longer before coming to any definitive verdict.

Private equity firms and pension fund trustees have different time horizons, so it might be sensible to see how things work out over a full business cycle.

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