This framework document (the Framework Document) has been agreed between His Majesty’s Treasury (HM Treasury or the Shareholder), UK Government Investments (UKGI or the Shareholder Representative) and Reclaim Fund Ltd (RFL) and has been approved by the Shareholder in accordance with HM Treasury’s handbook Managing Public Money (as updated from time to time) (MPM).
This Framework Document sets out the broad governance framework within which RFL, the Shareholder, UK Government Investments (the Shareholder Representative) and the Department for Culture, Media and Sport (DCMS), in its joint policy role with the Shareholder, operate. It does not convey any legal powers or responsibilities.
This Framework Document:
Copies of the document and any subsequent amendments will be placed in the Libraries of both Houses of Parliament and made available to members of the public on GOV.UK and http://www.reclaimfund.co.uk.
The Shareholder and RFL share the common objective of delivering the operational activities related to the receipt and management of dormant assets, in line with the policy aims of His Majesty’s Government, as permitted by the Dormant Bank and Building Society Accounts Act 2008 (the 2008 Act) and the Dormant Assets Act 2022 which expanded the scheme to new asset classes (the 2022 Act, and together with the 2008 Act, the Acts) and the Articles. To achieve this, RFL and the Shareholder will work together and with the Shareholder Representative and DCMS (recognising each other’s roles and areas of expertise), to provide an effective environment for RFL to achieve these objectives through the promotion of partnership and trust.
RFL is a company limited by shares, the sole shareholder of which is the Solicitor for the Affairs of the Shareholder in its capacity as nominee for the Shareholder.
RFL was incorporated in 2010 pursuant to the 2008 Act as a wholly owned subsidiary of Angel Square Investments Limited (ASIL) (formerly known as Co-operative Financial Services Limited and subsequently Co-operative Banking Group Limited) within the Co-operative Group.
In September 2019, the Office for National Statistics (ONS) informed the government of its decision to classify RFL to the central government subsector, effective retrospectively to RFL’s establishment in 2010. As a result of the ONS classification, RFL was included in the Government Resources and Accounts Act 2000 (Estimates and Accounts) Amendment Order 2020 and became part of the budgetary regime, being consolidated in HMT’s accounts and classified as a Non-Departmental Public Body (NDPB). The shares in RFL were transferred by ASIL to the Shareholder on 30 March 2021.
As a NDPB, RFL is a body which has a role in the processes of national government but is not a government department or part of one and accordingly operates at arm’s length from Ministers. In the case of RFL, it was agreed by the Shareholder that it was important for RFL to operate independently from government so as to ensure the continued success of the scheme.
Neither the Shareholder nor the Shareholder Representative has any involvement in the day-to-day operations of RFL, save in respect of appointments as set out below in section 3.1.2 below. While the board of directors of RFL (the Board) is solely responsible, subject to the Articles and the 2008 Act, for the management of RFL, and retains full operational oversight and control of RFL, it reports to the Shareholder in relation to the performance of RFL against mutually agreed objectives and is required to seek consent for certain matters as set out in this Framework Document.
RFL is authorised and regulated by the Financial Conduct Authority (FCA) and, where the context so requires, any successor authority or authorities) as a dormant account fund operator. Accordingly, the parties acknowledge that:
The principal activities of RFL are the receipt and management of dormant assets, the meeting of reclaims, and the distribution of surplus monies to good causes. These activities are pursuant to relevant legislation and subject to RFL’s authorisation and regulation by the FCA to act as a reclaim fund.
The Dormant Bank and Building Society Accounts Act 2008 (2008 Act) and the Dormant Assets Act 2022 (2022 Act) together enable eligible institutions in banking, insurance and pensions, investment and wealth management, and securities sectors to choose to participate in the Dormant Assets Scheme.
Participants can transfer money held in eligible dormant assets to RFL, such as bank and building society accounts which have seen no customer-initiated transactions for 15 years. Legislation defines dormancy periods for each asset class, and protects dormant asset owners’ rights to reclaim their money at any time by transferring the participant’s liability for the asset to RFL.
RFL reserves a proportion of its funds to meet anticipated reclaims and to cover its expenses and capital requirements, with the remainder then released for social and environmental initiatives across the UK.
Under the ‘Main Scheme’, surplus funds are distributed to The National Lottery Community Fund (TNLCF) and then onwards to social and environmental initiatives across the UK. Under the ‘Alternative Scheme’, a smaller bank or building society can choose to transfer an agreed proportion of a dormant account balance to RFL and the remaining portion to one or more eligible charities of the participant’s choice.
Pursuant to the objectives of the Acts and the policy on dormant assets as developed by the Shareholder and DCMS, the objectives of RFL are to meet repayment claims from dormant assets and to enable money from dormant assets to be distributed for the benefit of the community in accordance with the relevant legislation by operating as a reclaim fund within the meaning of section 5(1) of the 2008 Act (together being the Objectives).
RFL shall operate corporate governance arrangements that, so far as practicable and in the light of the other provisions of this Framework Document or as otherwise may be mutually agreed, accord with good corporate governance practice and applicable regulatory requirements and expectations.
In particular (but without limitation), RFL should seek to:
RFL shall provide an account of corporate governance in its annual Governance Statement including the Board’s assessment of its compliance with the Code with explanations of any material departures. To the extent that RFL does intend to materially depart from the Code, the Shareholder and Shareholder Representative should be notified in advance.
The Chancellor of the Exchequer will account for the activities of RFL in Parliament. Responsibility may be delegated to another HM Treasury Minister. At the time of publication this is the Economic Secretary to the Treasury.
The Shareholder shall have the following appointment and approval rights in relation to RFL’s Board, any such appointments to be subject to applicable regulatory requirements and approvals:
In each case, the Board will give legal effect to the appointment.
The Shareholder is answerable to Parliament for all matters concerning RFL. In addition, the Shareholder will review and, if in agreement, give prior written approval to the following “Shareholder Reserved Matters”:
At the reasonable request of the Shareholder, the Directors shall:
The Shareholder is committed to giving the Board the freedom to operate RFL in line with the spirit of this Framework Document. Decisions on the day-to-day management of RFL will be taken by the Board in accordance with their statutory, regulatory, common law and fiduciary duties.
The Permanent Secretary of the Shareholder is the principal accounting officer (PAO) for the activities of RFL and is accountable to Parliament for the issue of any grant-in-aid to RFL.
The PAO designates the Chief Executive of RFL as the accounting officer (AO) and ensures that he or she is fully aware of his or her responsibilities. The PAO issues a letter appointing the accounting officer, setting out his or her responsibilities and delegated authorities. Whilst the CEO will typically be the AO, if deemed appropriate, the PAO may designate another employee of RFL as AO.
The general responsibilities of a departmental PAO are set out in chapter 3 of MPM. The PAO is responsible for advising the responsible Minister on:
The PAO is also responsible for ensuring arrangements are in place in order to:
The Shareholder Representative is responsible for discharging the responsibilities of the Shareholder and will seek regular input from the Shareholder.
The Shareholder Representative shall:
The Shareholder Representative will be the primary point of contact between the Shareholder and RFL. They are the main source of advice to the responsible minister and PAO on the discharge of their responsibilities in respect of RFL. Therefore, RFL should engage with the Shareholder Representative as the initial point of contact between RFL and the Shareholder.
The Shareholder also has a joint policy role with DCMS for the Dormant Assets Scheme.
To ensure that RFL does not receive conflicting policy communications, the Shareholder and DCMS will work together to ensure clarity and consistency in respect of dormant assets policy in a way that preserves the agreed operational freedoms for RFL and recognises the Shareholder Representative’s role as the Shareholder Representative.
As part of their joint policy role, the Shareholder and DCMS responsibilities will include:
The Shareholder Representative has no role in policy. DCMS has no role in governance or oversight of RFL. The clear separation of the shareholder function from the policy function ensures clarity and transparency in decision making as between shareholder and policy.
For the avoidance of doubt RFL’s responsibilities under this Framework Document are to the Shareholder alone, and not, for instance, to individual departments across government.
Any disputes between the Shareholder and RFL will be resolved in as timely a manner as possible. The Shareholder and RFL will seek to resolve any disputes through an informal process in the first instance. If this is not possible, then a formal process, overseen by the senior sponsor, will be used to resolve the issue. Failing this, the senior sponsor will ask the relevant policy Director General to oversee the dispute. They may then choose to ask the Permanent Secretary to nominate a non-executive member of the department’s Board to review the dispute, mediate with both sides and reach an outcome, in consultation with the responsible Minister.
Where a request for information is received by either RFL or the Shareholder under (i) the Freedom of Information Act 2000, or (ii) the Data Protection Act 1998 or (iii) the Data Protection Act 2018, the party receiving the request (the Receiving Party) will consult with the other party (the Other Party) prior to any disclosure of information that may affect the Other Party’s responsibilities. In the event that the Receiving Party is RFL, RFL shall also liaise with the Shareholder Representative and DCMS in respect of the request for information to the extent that the Shareholder requests that RFL does so.
RFL will provide the Shareholder, the Shareholder Representative and DCMS with its quarterly (or more frequent if produced) Reporting Pack in such form as is approved by the Board.
In addition, and to help the Shareholder Representative in fulfilling its function, RFL shall provide such relevant information as the Shareholder Representative may reasonably request including on, but not limited to, its operational business plans, financial forecasts and budgets, financial performance, achievements against targets, capital expenditure and investment decisions, governance matters including Board appointments and remuneration, and reports on key corporate risks.
Where the Shareholder Director receives information:
The following meetings will take place (in person or virtually) to ensure appropriate information flows between RFL and the Shareholder on policy, performance and governance:
The PAO has designated RFL’s chief executive officer (CEO) as RFL’s AO and, as such, the CEO is personally responsible for safeguarding the public funds held by RFL in accordance with the principles of regularity, propriety, VfM and feasibility set out in MPM.
A full outline of the responsibilities of the AO can be found in the letter of appointment set out in Appendix 2 (the AO Letter).
As set out in the AO Letter, the CEO will ensure that RFL is run following the principles, rules, guidance and advice set out in MPM and the supporting guidance on spending controls produced by the Cabinet Office, other than where alternative arrangements are detailed in this Framework Document or have otherwise been agreed between government and RFL.
The responsibilities of RFL’s AO include:
The AO’s responsibilities to the Shareholder and Shareholder Representative include:
The AO is responsible for:
The Chief Executive should follow the advice and direction of the Board, except in very exceptional circumstances with a clear cut and transparent rationale for not doing so.
RFL’s AO must take care that their personal legal responsibilities do not conflict with their duties as a Board member. In particular, the AO should vote against any proposal which appears to cause such a conflict; it is not sufficient to abstain.
If the Chair or Board of RFL is minded to instruct its AO to carry out a course inconsistent with their duties as AO, then the AO should make their reservations clear, preferably in writing. If the Board is still minded to proceed, RFL AO should then:
The role of the Board shall be to run RFL, and to deliver the Objectives, in accordance with their statutory, regulatory, common law and fiduciary duties and their responsibilities under this Framework Document. Detailed responsibilities of the Board shall be set out in the RFL Board terms of reference (as approved by the Board from time to time) and shall include the following:
The Chair is responsible for leading the Board in the delivery of its responsibilities.
The Chair should lead the Board in providing support and challenge to RFL’s CEO and the executive team as set out in the Chair’s letter issued to them by the Shareholder Representative.
In addition, the Chair has the following leadership responsibilities:
The Chair has an obligation to ensure that:
Engagement between RFL’s Board and the Shareholder should, in the first instance, be through the Chair or the Chief Executive engaging with the Shareholder Representative.
The Senior Independent Director of RFL shall lead and co-ordinate on behalf of the Board an annual review of Chair’s performance in accordance with the Code, working closely with the Shareholder Representative.
Individual Board members should:
The Board comprises the non-executive Chair, the NEDs (including the Shareholder Director), the CEO and such other executive Directors whose appointment is recommended by the Nominations Committee and approved by the Board from time to time.
All of the above will be “company directors” within the meaning of the Companies Act 2006.
The Board must contain a balance in favour of non-executive Directors whom the Board considers to be independent. The quorum for Board meetings shall be three Directors. The Shareholder will seek to procure that the Shareholder Director attends all meetings of the Board of which notice to the Directors is given. If the Shareholder Director is unable to attend any meeting of the Board of which notice to the Directors has been given, the Shareholder Representative, or the Shareholder, has the right to nominate a representative, or the Shareholder, to attend such meeting as an observer (the Board Observer). The Shareholder Representative will promptly notify RFL in writing of the contact details (usually including the email address) for the Board Observer so as to enable RFL to promptly provide the Board Observer with copies of any materials which are to be discussed at the relevant Board meeting.
It is the responsibility of the Board to constitute its standing committees (namely the Audit and Risk, Remuneration, Nomination, and Investment Committees).
The membership and terms of reference of each committee shall be determined by the Board and reviewed and updated as necessary by the Board, on at least an annual basis. The Shareholder Director must always be a member of the Audit and Risk, Remuneration, and Nomination Committees. In the event the Shareholder Director is unable to attend a meeting of a Board committee of which notice to the Directors has been given, the Shareholder Representative, or the Shareholder, may, at its sole discretion, nominate a representative, or the Shareholder, to attend the relevant meeting as an observer (the Board Committee Observer). The Shareholder Representative will promptly notify RFL in writing of the contact details (usually including the email address) for the Board Committee Observer so as to enable RFL to promptly provide the Board Committee Observer with copies of any materials which are to be discussed at the relevant Board committee meeting.
The Audit and Risk Committee is responsible for assisting the Board in fulfilling its oversight responsibilities for the financial reporting process, systems of internal control, risk management, the internal capital adequacy process, and internal and external audit. Its remit also includes matters relating to whistleblowing and compliance with applicable regulations and legislation, including the Act. Refer to Appendix 3 for the RFL Audit and Risk Committee Terms of Reference.
The Remuneration Committee will consider and approve the remuneration arrangements for the Chair, the Executive Directors and Senior Management in accordance with the terms of this Framework Document. In line with The Code, Non- Executive Director remuneration is a matter which is agreed by the whole Board, following recommendation from RFL’s Nomination Committee, subject to approval by the Shareholder as set out below. Refer to Appendix 4 for the RFL Remuneration Committee Terms of Reference.
The Nominations Committee is responsible for leading the process for Board appointments (excluding the Chair and Shareholder Representative), ensuring a rigorous search and selection process based on its evaluation of the balance of skills, knowledge and experience required on the Board. Refer to Appendix 5 for the RFL Nominations Committee Terms of Reference.
The Investment Committee is responsible for supporting the Board and the Chief Executive in the development and implementation of the RFL Investment Strategy. It also provides assurance to the Board with regards to the ongoing performance and compliance of the nominated Investment Manager(s) and Custodian(s) and ensures adherence to the Board agreed investment mandate. Refer to Appendix 6 for the RFL Investment Committee Terms of Reference.
RFL’s operating plan (Operating Plan) shall set out how RFL will achieve the Objectives and respond, as appropriate, to policy developments as advised by the Shareholder and DCMS. The Operating Plan will be developed, reviewed and updated by the Board and approved by the Shareholder. Among other things, it shall include:
The activities, roles and responsibilities of RFL as described in this Framework Document should comply with the principles set out in MPM and guidance issued by the Shareholder (as amended from time to time and to the extent applicable to RFL).
RFL’s delegated authorities are set out in the Delegation Letter. The Delegation Letter may be updated and superseded by later versions which may be issued by the Shareholder. In line with MPM Annex 2.2 these delegations will be reviewed on an annual basis.
RFL shall obtain the Shareholder’s prior written approval before:
Under the Act and the Articles, RFL is not permitted to make any distributions (including any distribution on winding up) of any of its income or assets to its members (other than in very limited circumstances in the context of its ability to defray certain specific reasonable expenses permitted under paragraph 1 of Schedule 1 to the 2008 Act, and without prejudice to its ability to transfer money to the body or bodies for the time being specified in section 16(1) of the 2008 Act (currently The National Lottery Community Fund). No dividend distributions are to be made to the Shareholder as this is not permitted by the 2008 Act.
RFL will operate through the Government Banking Service and such commercial banking arrangements as are approved by the Board within a framework as are approved by the Board and Shareholder from time to time.
It is not anticipated that RFL will require any loan facilities other than for working capital. However, any loan facilities put in place should be reviewed and approved by the Board and take into account guidance set out in MPM (5.8 Borrowing by Public Sector Organisations and 5.9 External Borrowing) where relevant. Any loan facility will be arranged between RFL and the Shareholder and will be conducted on commercial arms-length terms for the purposes of providing working capital.
RFL shall align its procurement policies, and comply, with the Public Contracts Regulations 2015 and, to the extent it is advised to do so by the Shareholder, shall, in all material respects, comply with other relevant UK procurement rules (or equivalent international rules, to the extent that such are applicable to RFL and the Shareholder).
RFL shall set out its procurement policies in a “Procurement Policy and Procedures Manual”. In procurement cases where RFL is likely to exceed its delegated authority limit, procurement strategy approval for the specific planned purchase must be sought from the Shareholder.
Goods, services, and works should be acquired by competition. Proposals to let single-tender or restricted contracts shall be limited and exceptional, and, if requested by the Shareholder, a report explaining any such exceptions will be shared by RFL with the Shareholder.
Procurement by RFL of works, equipment, goods, and services shall be based on, a full option appraisal and VfM, i.e. the optimum combination and whole life costs and quality (fitness for purpose).
RFL shall:
RFL shall comply with the Commercial and Grants Standards as published at https://www.gov.uk/government/publications/commercial-operating-standards-for-government. These standards apply to the planning, delivery, and management of government commercial activity, including management of grants in all departments and ALBs, regardless of commercial approach used and form part of a suite of functional standards that set expectations for management within government.
RFL’s Board must publish an annual report of its activities together with its audited accounts after the end of each financial year. The Shareholder will issue an Accounts Direction with which RFL will be expected to comply.
The annual report to be produced by RFL will comply with the Companies Act 2006 and the timing for production of such accounts shall accord with “best practice” applicable to UK registered companies.
The annual report and accounts shall also follow the principles in the Shareholder’s Financial Reporting Manual (“FReM”) and provide the additional disclosures required by FReM where these go beyond the Companies Act 2006. RFL will be subject to certain consolidation responsibilities, including the preparation of consolidation packs and any adjustments that may be required for any differences in accounting policies.
RFL will share a draft of the report narrative with the Shareholder Representative for review before it is signed off by RFL’s Board providing adequate time for such review and not less than five working days. The final report should be submitted to the Shareholder immediately upon receipt of auditor approval, for endorsement. The Shareholder recognises that the finalised annual report is solely the responsibility of RFL’s Board. Publication will be dependent on other government and RFL announcements but will be as soon as feasibly possible.
The Shareholder will lay the Annual Report and Accounts before Parliament, and it should be made available on RFL’s website.
RFL will maintain an internal audit function (with or without external professional support) which will report to the Audit and Risk Committee and will cover (among other things) matters relating to risk management and internal controls within a framework set by the Audit and Risk Committee, which will include compliance with the terms of this Framework Agreement.
The Comptroller and Auditor General (the C&AG), operating through the National Audit Office, shall audit RFL’s accounts.
The C&AG may also carry out Value for Money studies of RFL under the National Audit Act 1983 examining the economy, efficiency and effectiveness with which RFL and/or its subsidiaries have used their resources in discharging their functions. RFL will make available to the C&AG its accounts and other relevant information, documents and access to staff as necessary for such examinations.
The Shareholder and RFL shall provide, in conditions to any grants or contracts, for the C&AG to exercise such access to documents held by grant recipients, contractors or sub-contractors as may be required for its audit and examinations; and shall use its best endeavours to secure access for the C&AG to any other documents required by the C&AG which are held by other bodies.
The C&AG may, with the approval of the Board, share with the Shareholder information identified during the audit process following the completion of the audit. Once issued to RFL, the C&AG may, with the approval of the Board, share with the Shareholder relevant audit planning reports, interim progress reports and audit completion reports (together with any other relevant outputs).
The Board is responsible for establishing appropriate delegations with the Executive Directors. The Shareholder Representative will review these delegations from time to time with the Board.
The CEO of RFL is authorised to act as the “qualified person” under section 36(5)(o)(iii) of FOIA, pursuant to the letter of authorisation set out at Appendix 7 of this Framework Document.
Notwithstanding the provisions of any protocol agreed as set out below, RFL shall provide a quarterly update to the Shareholder on the existence of any active litigation and any threatened or reasonably anticipated litigation.
The parties acknowledge the importance of ensuring that legal risks are communicated appropriately to the Shareholder in a timely manner.
In respect of each substantial piece of litigation involving RFL, the parties will agree a litigation protocol which will include specific provisions to ensure appropriate and timely reporting on the status of the litigation and the protection of legally privileged information transmitted to the Shareholder to facilitate this. Subject to the terms of any litigation protocol, the parties will ensure that:
For the avoidance of doubt, information that is subject to litigation privilege will only be shared on the basis of a litigation protocol as contemplated above and, in the case of information that is subject to legal advice privilege, subject to appropriate arrangements agreed between the parties at the time.
Nothing in this Framework Document shall require RFL (or authorise any person without the express agreement of RFL) to waive any right of legal professional privilege (including litigation privilege and/or legal advice privilege) that RFL may have.
RFL shall ensure that the risks that it faces are dealt with in an appropriate manner, in accordance with relevant aspects of best practice in corporate governance, and develop a risk management strategy, in accordance with the Shareholder’s published guidance “Management of Risk: Principles and Concepts”.
RFL should adopt and implement policies and practices to safeguard itself against fraud and theft, in line with guidance as issued by the Counter Fraud Function and in compliance with the procedures and considerations as set in in MPM Annex 4.9. It should also take all reasonable steps to appraise the financial standing of any firm or other body with which it intends to enter a contract or to provide grant or grant-in-aid.
RFL should keep records of and prepare and forward to the Shareholder an annual report on fraud and theft suffered by RFL and notify the Shareholder of any unusual or major incidents as soon as possible. RFL should also report identified loss from fraud, bribery, corruption and error, alongside associated recoveries and prevented losses, to the counter fraud centre of expertise in line with the agreed government definitions as set out in Counter Fraud Functional Standard.
RFL’s staff are Public Servants.
RFL provides access to a defined contribution pension scheme and makes employer contributions to the scheme tiered to personal contribution level. RFL employees will not participate in the Principal Civil Service Pension Scheme, however, the Shareholder will keep this under periodic review to assess the impact on overall remuneration if there are changes to the pay structure over time.
Subject to any agreements made between the Shareholder and RFL, controls over pay and conditions shall apply as follows:
Subject to any exemptions or agreements made between the Shareholder and RFL, the following shall apply in respect of RFL’s staff:
The Remuneration Committee shall determine the Remuneration Policy and remuneration levels in accordance with the following criteria (which shall also be reflected in the Remuneration Committee terms of reference and the Remuneration Policy itself). The criteria are that remuneration levels:
Staff terms and conditions should be set out in an Employee Handbook, which should be provided to the Shareholder Representative, together with subsequent amendments, on request.
RFL will operate a performance-related bonus scheme based on company and individual performance approved by its Remuneration Committee.
The travel expenses of Board members will be tied to the rates allowed to senior staff of RFL. Reasonable actual costs, excluding alcohol, shall be reimbursed.
This Framework Document shall continue for as long as the Shareholder (acting through the Shareholder Representative) remains the sole shareholder of RFL. Should the Shareholder (acting through the Shareholder Representative) cease to be the sole shareholder of RFL, this Framework Document shall cease to have effect.
The status of RFL will be reviewed by the Shareholder in line with Cabinet Office Guidance.
This Framework document shall be reviewed and updated at least every 3 years unless there are exceptional reasons that render this inappropriate that have been agreed with the PAO of the Shareholder. The latest date for review and updating of this Framework Document is 31 October 2028.
No variation of this Framework Document shall be effective unless it is in writing and signed by the parties.
Signed on behalf of His Majesty’s Treasury, Reclaim Fund Ltd., and UK Government Investments:
Alanna Barber, Deputy Director, Banking and Credit, Financial Services, His Majesty’s Treasury
Adrian Smith, Chief Executive Officer, Reclaim Fund Limited
Holger Vieten, Director, UK Government Investments
Date of signatures: 10th October 2025
The Company should take into account the following general legislation, codes of good practice and guidance documents:
Your appointment as Chief Executive carries with it the responsibility of Accounting Officer for Reclaim Fund Ltd. I am therefore appointing you as Accounting Officer, with effect from 3 February 2021 for Reclaim Fund Ltd accounts.
As Principal Accounting Officer, I am accountable for the HM Treasury Account. I must satisfy myself that the resources authorised by Parliament are used for the purposes intended by Parliament. This will include all income received by Reclaim Fund Ltd. You will be personally responsible and accountable to Parliament for the use of public money and stewardship of public assets.
You will be required to provide a governance statement as part of Reclaim Fund Ltd’s annual report and accounts. The statement should give assurances about performance and insight on Reclaim Fund Ltd’s risk profile, the responses to the identified and emerging risks and how any risks have been successfully tackled.
As an accounting officer, you must be able to assure Parliament and the public of high standards of probity in the management of public funds and assets. This will include Reclaim Fund Ltd’s governance statement; your organisation’s governance, decision- making and financial management assurances when considering, promoting and safeguarding regularity, propriety, affordability, feasibility, sustainability, risk, and value for money across the whole of the public sector and not just your organisation; and accounting accurately and transparently for your organisation’s financial position and transactions. It is important that you appreciate that if you do not meet the standards required of accounting officers, your accounting officer designation can be withdrawn.
You will wish to note the circumstances set out in Chapter 3 in Managing Public Money on Arm’s Length Bodies. In the event you were to be overruled by your Board on a matter of propriety, regularity, value for money or feasibility, you should inform me of any issues in the first instance. However, in the event of a written direction from the Board, you will need to inform the Comptroller and Auditor General.
Managing Public Money sets out the principles and high standards expected for handling public resources and Chapter 3 focuses on the main responsibilities of an accounting officer. Your accountability will be subject to my overall responsibilities for the HM Treasury Account. As part of these responsibilities, the Committee of Public Accounts may invite you to attend as a witness at its evidence sessions. Appearing as a witness before the Committee is not optional. It is only with specific agreement of the Chair of the Committee that an accounting officer may defer their attendance or send a substitute.
You should also look at the following Treasury issued guidance:
The accounting officer’s survival guide which draws out the main accounting officer’s responsibilities;
Accounting officer assessments: guidance which advises accounting officers faced with challenging decisions on policy initiatives;
Parliamentary scrutiny of public spending which provides practical guidance on engagement with the National Audit Office and the Committee of Public Accounts; and Regularity, Propriety and Value for Money which contains many learning examples for accounting officers.
The Civil Service Leadership Academy provides a full training package for newly appointed accounting officers, namely, the Accounting Officer’s Responsibilities Roundtable which is held in the Treasury (or virtually if appropriate), and covers the concepts of regularity, propriety, value for money and feasibility as they affect public service delivery. I recommend that you contact the Leadership Academy to arrange this training: [email protected]
Additionally, I have asked Anna Caffyn, HMT Finance Director, to talk to you about your role as accounting officer. You should also arrange a discussion with staff at the National Audit Office. The Treasury Officer of Accounts team can offer further advice in your accounting officer capacity.
Finally, may I take this opportunity to wish you well in your new appointment as an accounting officer.
These Audit and Risk Committee (the Committee) Terms of Reference were first approved on 24 January 2011 and last revised on 18 September 2025 by the Board (the Board) of Reclaim Fund Ltd (RFL).
The Committee shall be appointed by the Board upon the recommendation of the Nomination Committee and in consultation with the Chair of the Committee and shall consist of no fewer than three members all of whom shall be Non-Executive Directors of RFL, with at least one being an independent Non-Executive Director and one being the Shareholder appointed Non-Executive Director. If the Shareholder appointed Non-Executive Director is unable to attend a Committee meeting, UKGI as the Shareholder Representative may nominate a representative to attend the meeting as an observer (the Observer). The Shareholder Representative must give prior notice to the Committee members and promptly notify the Company Secretary or equivalent individual in writing of the Observer’s relevant contact details. This will enable the prompt forwarding of any Committee related papers.
The Board shall appoint the Chair of the Committee, who shall be an independent Non-Executive Director.
One member of the Committee will have sufficient recent and relevant financial skills and experience.
The Chair of the Board shall not be a member of the Committee.
The Company Secretary, or their nominee shall be the Secretary of the Committee and shall circulate the minutes of the meetings to the Committee and all attendees.
Only members of the Committee have the right to attend meetings of the Committee. However, other individuals, such as the Chief Executive and external advisers, may be invited to attend for all or part of any meeting as and when appropriate and necessary.
The External Audit Senior Statutory auditor and the Internal Audit partner or manager for RFL will be invited regularly by the Committee to attend meetings.
A quorum shall be two members present throughout the meeting in person or by any form of real time telephone or electronic communication. If the Shareholder appointed Non-Executive Director is unable to attend a Committee meeting, the Shareholder Representative may nominate an Observer to attend but they will not be part of the quorum of the meeting.
In the absence of the Committee Chair, the remaining members shall elect one of themselves to chair the meeting.
A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
Meetings shall be held at least four times a year or more frequently as circumstances require.
The Committee Chair shall convene a meeting if they or the Secretary considers it necessary, or on the reasonable request of any Committee member who considers it necessary or at the request of the External or Internal Auditors if they consider it necessary.
The duties and responsibilities of the Committee shall be:
Monitor the integrity of, and agree with management and the External Auditor, the annual report and accounts and any other formal announcements relating to RFL’s financial performance and position before recommendation to the Board of the Annual Report and Accounts, focusing particularly on:
Consider any unadjusted audit differences or other matters arising from the External Auditors’ review of the final annual report and accounts (in the absence of management where necessary).
Review the External Auditors’ reports to the Directors and management’s response to such reports.
Review the annual statements on internal control of RFL and its compliance with the UK Corporate Governance Code or subsequent corporate governance guidance (to the extent to which it is adopted) prior to consideration by the Board.
Agree the disclosure relating to the role of the Committee which is included in the Annual Report ensuring it complies with the principles and provisions of the Financial Reporting Council’s UK Corporate Governance Code (as amended and updated from time to time) to the extent appropriate to the Company or specifies and explains any non-compliance.
Discuss with the External Auditor the nature and scope of the audit and ensure effective co-ordination if more than one external audit firm is involved.
Consider communications from the External Auditor on audit planning and findings on material weaknesses in accounting, internal control systems and issues of irregularity that came to the auditor’s attention.
Approve and monitor the application of the formal RFL Non Audit Work Policy.
Meet regularly with the External Auditor and at least once a year meet the External Auditor without the Chief Executive or other management present to discuss any matters that they believe should be discussed privately.
Monitor and annually review the effectiveness and fees of RFL’s External Audit function and advise the Shareholder accordingly. Appointment, re-appointment, removal and remuneration of the External Auditor are matters reserved for the Shareholder as set out in the Company’s Framework Document.
Annually assess the independence and objectivity of the External Auditor taking into account relevant UK professional and regulatory requirements and the relationship with the External Auditor as a whole and advise the Shareholder accordingly.
Triennially, consider and conclude on a report from management assessing the effectiveness of RFL’s Internal Audit function.
Approve the appointment of the outsourced Internal Audit services provider and periodically review these arrangements in line with the contract renewal and expiry dates.
Approve the terms of engagement and the remuneration to be paid to the provider of Internal Audit services in respect of the audit services provided.
On an annual basis review and approve the annual Internal Audit Plan, including the Internal Audit scope and approach.
Review and discuss with the Internal Auditor the issues identified as a result of Internal Audit work and how management proposes to address these issues.
Receive reports from the Internal Auditor on progress against the Internal Audit Plan and on management’s actions to address Internal Audit recommendations.
Meet regularly with the Internal Auditor and at least once a year meet the Internal Auditor without the Chief Executive or other management present to discuss any matters that they believe should be discussed privately.
Consider and approve the remit of the Internal Audit function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively for RFL and in accordance with the relevant professional standards. The Committee shall also ensure the function has adequate standing and is free from management or other restrictions which may impair the independence of Internal Audit.
Confirm that there is adequate co-ordination between the Internal Auditors and the risk management function through the regular reports from, and private session with the Internal Audit lead and the CRO.
Review the adequacy and effectiveness of RFL’s systems of internal control and the procedures for monitoring their effectiveness.
Review RFL’s procedures for the prevention of bribery.
Consider the major findings of any relevant internal investigations into control weaknesses, fraud or misconduct and management’s response (in the absence of management where necessary).
Oversee and review the adequacy of controls around material outsourcing arrangements.
Review and recommend to the Board the Cyber Risk Strategy.
Consider management’s annual assessment of whether the Risk & Control Gateway criteria (relevant to the Chief Executive’s annual bonus) have been met and, based on this assessment, provide a conclusion on the achievement of the Gateway to the Remuneration Committee.
Review arrangements by which staff may, in confidence, raise concerns about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action.
Review and recommend to the Board management’s annual attestation on Whistleblowing.
Receive and review a report from the Chief Risk Officer at each meeting.
Review, challenge and provide an opinion to the Board on the adequacy of risk management activities across RFL including risk mitigation and internal control systems.
Ensure that a supportive culture in relation to the management of risk is embedded and maintained.
Review and challenge the adequacy of the risk management process and systems in operation including:
Set standards for risk management processes and techniques and benchmark against industry good practice on a regular basis.
Review, challenge and recommend to the Board the RFL Risk Management Framework (including risk appetite statements and risk strategy).
Monitor compliance with the Board’s approved risk appetite statements, including management’s approach to the establishment of Key Risk Indicators and limits for different risk categories.
Review and recommend to the Board and/or approve the necessary risk policies as set out in the RFL Policy Governance document.
Review and challenge the impact assessment of the strategic plan on the risk and capital profile of RFL and its constituent elements, taking account of RFL’s current risk exposures and future risk strategy.
Monitor the adequacy of resources and the role and effectiveness of the Risk Management & Compliance Function.
Review and recommend to the Board any material contracts or arrangements of RFL (or any modifications to existing contracts or arrangements).
Review the activity undertaken by the Compliance team to assess, monitor and manage the regulatory risks identified from time to time.
Review and discuss the issues identified as a result of Regulatory Compliance work and how management is addressing these issues.
Monitor regulatory relationships, in particular, with the Financial Conduct Authority.
Receive reports on any significant regulatory developments, agree and monitor management actions and consider issues arising to be brought to the attention of the Board.
Review and challenge the adequacy of the risk analysis and stress / scenario tests utilised in the Internal Capital Adequacy Assessment Process (ICAAP).
Review and approve the ICAAP.
Review management’s assurance that adequate independent review procedures are in place around the reclaim risk model design, operation and performance validation, including the approval (at least annually) of associated policies and assumptions.
Review, challenge and provide opinion to the Board on management’s recommendations on the level of capital held in relation to how adequately it reflects the RFL risk profile.
Review management’s proposed annual distribution amount and payment of surplus funds to the nominated distributor(s) and recommend to the Board for approval.
Oversee the effective operation of the Sustainability Framework by management, co-ordinating this with: the Investment Committee, who will provide oversight in relation to investment management, and the Nomination Committee, who will provide oversight in relation to Board diversity.
Review management’s annual review of, and approve, the Sustainability Framework and Policy Statement.
Review and recommend to the Board management’s annual attestation in respect of Modern Slavery.
Review annual reports from management in regard to the oversight of participants.
Review and approve any new Transfer and Agency Agreements and any material changes to existing Agreements.
The committee shall:
The Committee Chair shall report formally on Committee business to the Board with such recommendations as the Committee may deem appropriate for either the Board or Shareholder to approve.
Approved by Audit and Risk Committee on 18 September 2025
Approved by the Board on 18 September 2025
These Remuneration Committee (the Committee) Terms of Reference were first approved on 15 May 2015 and last revised on 9 July 2025 by the Board (the Board) of Reclaim Fund Ltd (RFL).
The Committee shall be appointed by the Board, upon the recommendation of the Nomination Committee and in consultation with the Chair of the Committee and shall consist of no fewer than three members, one of which shall be the Shareholder appointed Non-Executive Director and the remainder shall be independent Non-Executive Directors. If the Shareholder appointed Non-Executive Director is unable to attend a Committee meeting, UKGI as the Shareholder Representative may nominate a representative to attend the meeting as an observer (the Observer). The Shareholder Representative must give prior notice to the Committee members and promptly notify the Company Secretary or equivalent individual in writing of the Observer’s relevant contact details. This will enable the prompt forwarding of any Committee related papers.
The Chair of the Committee shall be an independent Non-Executive Director. The Chair of the Board may serve on the Committee as a member if he or she was considered independent on appointment as Chair.
The Company Secretary or their nominee shall be the Secretary of the Committee and shall circulate the minutes of the meetings to the Committee and all attendees.
Only members of the Committee have the right to attend meetings of the Committee. However, other individuals such as the Chief Executive and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.
A quorum shall be two members present throughout the meeting in person or by any form of telephone or real time electronic communication. If the Shareholder appointed Non-Executive Director is unable to attend a Committee meeting, the Shareholder Representative may nominate an Observer to attend but they will not be part of the quorum of the meeting.
In the absence of the Committee Chair, the remaining members shall elect one of themselves to chair the meeting.
A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
Meetings shall be held at least twice a year or more frequently as circumstances require.
The Committee Chair may also convene a meeting if they consider it necessary, or on the reasonable request of any Committee member who considers it necessary.
The duties and responsibilities of the Committee shall be:
Determining the fees payable to the Chair of the Board is a matter reserved to the Shareholder. Determining the fees for the Non-Executive Directors is a matter for the Company’s Nomination Committee to recommend to the whole Board for approval, subject to Shareholder approval.
The Chair of the Committee shall report formally on Committee business to the Board with such recommendations as the Committee may deem appropriate for either the Board or Shareholder to approve.
These Nomination Committee (the “Committee”) Terms of Reference were first approved on 15 May 2015 and last revised on 9 July 2025 by the Board (the “Board”) of the Reclaim Fund Ltd (“RFL”).
The Committee shall be appointed by the Board in consultation with the Chair of the Committee and shall consist of no fewer than three members all of whom shall be Non-Executive Directors of RFL, with one being the Shareholder appointed Non-Executive Director. If the Shareholder appointed Non-Executive Director is unable to attend a Committee meeting, UKGI as the Shareholder Representative may nominate a representative to attend the Committee meeting as an observer (the “Observer”). The Shareholder Representative must give prior notice to the Committee members and promptly notify the Company Secretary or equivalent individual in writing of the Observer’s relevant contact details. This will enable the prompt forwarding of any Committee related papers.
The Shareholder appointed Non-Executive Director shall not be chair of the Committee.
The Chair of the Board may serve on the Committee as Chair or a member if he or she was considered independent on appointment as Chair of the Board.
The Company Secretary or their nominee shall be the Secretary of the Committee and shall circulate the minutes of the meetings to the Committee and all attendees.
Only members of the Committee have the right to attend meetings of the Committee. However, other individuals such as the Chief Executive and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.
In the absence of the Committee Chair, the remaining members shall elect one of themselves to chair the meeting.
A quorum shall be two members present throughout the meeting in person or by any form of telephone or real time electronic communication. If the Shareholder appointed Non-Executive Director is unable to attend a Committee meeting, the Shareholder Representative may nominate an Observer to attend but they will not be part of the quorum of the meeting.
In the absence of the Chair, the Committee will appoint an interim chair at commencement of the meeting.
A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
The Committee will meet as required but at least twice a year.
The Committee Chair may also convene a meeting if he or she considers it necessary, or on the reasonable request of any Committee member who considers it necessary.
The duties and responsibilities of the Committee shall be:
Before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board, and in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:
For any appointment, the Committee should prepare a job specification, including the time commitment expected.
The Shareholder will appoint the Chair of the Board subject to reasonable prior consultation with this Committee and the Board. It is intended that this appointment will be made in accordance with the principles of the Governance Code for Public Appointments. Any changes to the commitments of the Chair of the Board should be reported to the Board as they arise.
Determine the division of responsibilities between the Chair of the Board and the Chief Executive, which should be set out in writing.
Prior to the appointment of a Director, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest.
Ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings.
Review the independence of the Non-Executive Directors and make recommendations to the Board with regard to any changes.
Ensure a framework is in place for the robust review of the Board’s effectiveness and determine the approach to and frequency of such review, which as a minimum should be annual.
Review the results of any Board evaluation process that relate to the composition of the Board and its committees.
Appointment or removal of the Company Secretary.
Recommend to the Board the level of fees to be paid to the Non-Executive Directors, subject to approval by the Shareholder NED and Chief Executive.
The Committee Chair shall report formally on Committee business to the RFL Board with such recommendations as the Committee may deem appropriate for either the Board or Shareholder to approve.
Annually, review its own effectiveness, performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
Ensure that a framework is in place for the induction of new directors.
Ensure that a framework is in place for the ongoing training and development of directors.
These Investment Committee (the Committee) Terms of Reference were first approved on 26 July 2013 and last revised on 9 July 2025 by the Board (the Board) of Reclaim Fund Ltd (RFL). For the purposes of this document, RFL refers to all the processes and activities relating to RFL, including those that have been outsourced to an external third party.
The purpose of the Investment Committee is to support the Board and Chief Executive in the development and implementation of the RFL Investment Strategy and to provide assurance to the Board with regard to the ongoing performance and compliance of the nominated Investment Manager(s) and Custodian with the Board agreed investment mandates and requirements, remaining at all times within the Company’s stated risk appetite. The Committee will also be responsible for the review and recommendation to the Audit and Risk Committee (AARC) of the Investment Risk Appetite and the associated risk metrics and tolerances, for incorporation into the wider RFL Risk Appetite.
The Committee shall be appointed by the Board, upon the recommendation of the Nomination Committee and in consultation with the Chair of the Committee and shall consist of no fewer than three members, at least one of whom will be a member of AARC.
The Chair of the Committee shall be an independent Non-Executive Director.
Deputies may only attend with the express permission of the Chair.
The Company Secretary or their nominee shall be the Secretary of the Committee and shall circulate the minutes of the meetings to the Committee and all attendees.
It is considered that the nominated Investment Manager(s), Custodian and any appointed external advisers may be invited to attend meetings of the Committee from time to time.
External and internal audit representatives will have an open invitation to attend meetings of the Committee.
No one other than the Committee Chair, its members and those named above shall attend meetings of the Committee, unless at the invitation of the Committee Chair.
A quorum shall be two members present throughout the meeting in person or by any form of telephone or video conference.
A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
Meetings should be held at least twice a year or more frequently as circumstances require.
The Committee Chair may also convene a meeting if they consider it necessary, or on the reasonable request of any Committee member who considers it necessary or at the request of the external or internal auditors, or Custodian, if they consider it necessary.
The duties and responsibilities of the Committee shall be to perform the following within the context of and in accordance with the Company’s stated risk appetite:
Review and recommend to the Board the Investment Strategy developed by management which delivers appropriate returns within the Board’s risk appetite and ESG guidelines.
Review and recommend to the Board the Investment Mandate, which is consistent with the Board approved Investment Strategy.
Review and recommend to AARC annually any changes to the Investment Policy.
Review investment performance against the Investment Mandate and appropriate benchmarks, including review of proposed management actions where required.
Review compliance with the Investment Policy, Investment Mandate and agreed risk tolerances.
Review any breaches of the Investment Mandate and/or agreed risk tolerances, maintain oversight of management taking appropriate remedial action in the event of any such breach and report to the Board as necessary.
Review investment-related company policies, according to RFL’s Policy Governance document, and recommend to AARC any necessary changes.
Review a report prepared by Management detailing investment income and where appropriate related charges for the previous quarter.
Maintain oversight of investment manager performance and the annual supplier review process, and approve the fees, for the Investment Managers.
Ensure the successful implementation of the RFL Board approved Investment Strategy.
Develop and recommend to the RFL Board any changes to the Investment Policy and/or universe of approved asset classes, consistent with the RFL Board agreed Investment Strategy and Risk Appetite.
Recommend to the RFL Board any changes to the Investment Mandates operated by the appointed Investment Managers.
Recommend to the RFL Board any changes to the appointed Investment Managers or Custodian.
Receive reports from the Investment Managers and External Advisers (as appropriate) regarding the recent performance and future outlook for Investment Markets.
Develop a sufficient understanding of the range of investment options available to meet the Investment Strategy of RFL.
Review opportunities to optimise the performance of the RFL Investment portfolio in a manner consistent with the RFL Board agreed risk appetite.
Provide oversight of management’s steps to achieve the investment management elements of RFL’s Environmental, Social and Governance targets, and monitor progress towards those targets.
Annually, review its own effectiveness, performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The Chair of the Committee shall report formally on Committee business to the Board with such recommendations as the Committee may deem appropriate.
Freedom of Information Act 2000: Authorisation of a qualified person
For the purposes of section 36 of the Freedom of Information Act 2000 the Economic Secretary to the Treasury authorises the Chief Executive Officer (or any other person performing a similar function by whatsoever title known) of Reclaim Fund Ltd to be a qualified person in respect of all matters related to Reclaim Fund Ltd, including where appropriate its subsidiary companies, from the date of this letter.
Please note that this authorisation does not confer any power of delegation of the associated functions to any other office holder or personnel.
