Corporate Governance

Sizewell Power Station

The directors of the NLF are:-

Mr R Wohanka – Chairman
Mr R Armour
Sally Bridgeland
Mr N Harrison
Dr P Neumann

The Company Secretary is Mrs J MacDonald

The board normally meets at least 8 times a year, with at least 2 of these meetings being held in Scotland. The board receives quarterly reports from its investment advisers and meets them regularly. In addition, the Investment Committee, a sub-committee of the board, meets monthly to oversee the detailed administration of the investment portfolio and receive reports from fund managers and the Fund’s investment advisers. There are also two further board sub-committees (the Renumeration and Nomination Committee, and Audit Committee) which meet on an ad hoc basis, as required. Frequent meetings are held with the Nuclear Decommissioning Authority (‘the NDA’) to discuss matters of mutual interest, including applications from EDFE for payment of qualifying liabilities. Meetings with UK Government Investments, the Office for Nuclear Regulation and others are held as necessary and appropriate.

The NLF has many similarities to a pension fund and is neither wholly private nor public in character. The NLF has no employees and all of the directors are executive rather than non-executive directors.

In determining its approach to appropriate corporate governance procedures for the NLF, the directors have been particularly mindful of whose interests the NLF needs to take into account. The NLF’s main stakeholders include the public at large and the taxpayer, given the Fund’s obligation to demonstrate proper stewardship of the monies in its care and ultimately to use any surplus towards repayment of the national debt. 

Directors seek therefore to adhere to the six core principles of good governance of public bodies established by the Independent Commission on Good Governance and Public Services in its publication ‘Good Government Standards for Public Services’. These principles are:-

  • Focusing on the organisation’s purpose and its intended outcomes for citizens and service users. This connotes both quality of the service offered and making sure that taxpayers receive value for money.
  • Performing effectively in clearly defined functions and roles. This entails being clear about the organisation’s functions and the roles of executives and non-executives within it, as well as being clear about the relationships between Board members and the public.
  • Promoting values for the whole organisation and demonstrating the values of good governance through behaviour.
  • Taking informed, transparent decisions and managing risk. This involves being rigorous and transparent about how decisions are taken, having and using good quality information, advice and support and making sure that an effective risk management system is in operation.
  • Developing the capacity and capability of the organisation to be effective. This means making sure that appointed directors have the skills, knowledge and experience they need to perform well, developing the capability of people with governance responsibilities and evaluating their performance, both as individuals and as a group; and striking a balance at board level between continuity and renewal.
  • Engaging stakeholders and making accountability real. This means understanding formal and informal accountability relationships, taking an active and planned approach to dialogue with, and accountability to, the public and staff, and engaging effectively with institutional stakeholders.

The directors also have regard to the Myners principles. These are a set of voluntary guidelines that pension fund trustees are expected to consider and to report upon on a ‘comply or explain’ basis. The principles are not of specific application to the Fund, but the directors do believe that they should be guided by the principles to the extent that they are appropriate to the circumstances of the NLF. The directors also have regard to the provisions of the Combined Code.

The directors are responsible for monitoring the prescribed investment policy of the NLF and, at board meetings, they consider, within the confines of this policy, matters relating to financial risk and objectives and the exposure of the Fund to such financial risk. The board has contractually delegated to external agencies, including investment managers, the management of the investment portfolio, the custodial services (which include the safeguarding of the assets), and the day–to–day accounting and company secretarial requirements.

The advisers to the Fund are:-

Secretary
Mrs J MacDonald
BDO LLP
55 Baker Street
London
W1U 7EU

Accountants
BDO LLP
55 Baker Street
London
W1U 7EU

Auditors
Grant Thornton UK LLP
30 Finsbury Square
London
EC2P 2YU

Solicitors
Shepherd and Wedderburn LLP
1 Exchange Crescent
Conference Square
Edinburgh
EH3 8UL

Bankers
The Bank of New York Mellon (London Branch)
One Canada Square
London
E14 5AL

Investment Managers

BlackRock Investment Management (UK) Limited
12 Throgmorton Avenue
London
EC2N 2D

LaSalle Investment Management
One Curzon Street
London
W1J 5HD

Custodians

Bank of New York Mellon
London Branch
One Canada Square
London
EC14 5AL


NLF Tax Strategy

Nuclear Liabilities Fund Limited (NLF) is incorporated as a limited liability company having its registered office in Scotland. The entire ordinary share capital of the company is owned jointly by the trustees of The Nuclear Trust. The A Special Redeemable Preference Share of £1.00 is held by the Secretary of State for Business, Energy and Industrial Strategy. The B Special Redeemable Preference Share of £1.00 is held jointly by EDFE Nuclear Generation Limited and British Energy Generation (UK) Limited. NLF has no employees and hence all functions, including tax advice and management, are outsourced to third party providers.

This tax strategy applies to NLF from the date of publication until such time as it is superseded. References to ‘tax’, ‘taxes’ or ’taxation’ are to UK taxation and to all corresponding worldwide taxes and similar duties in respect of which NLF has legal responsibilities.

Aim

NLF is committed to full compliance with all statutory obligations and full disclosure to tax authorities. The company’s tax affairs are managed taking into account NLF’s need to safeguard its reputation with stakeholders and its high standards of governance.

Governance in relation to UK taxation

  • Ultimate responsibility for NLF’s tax strategy and compliance rests with the Board of the company;
  • Executive and day-to-day management of NLF’s tax affairs is delegated and outsourced by the Board to specialist tax advisers to manage in accordance with the guidelines set out below;
  • The Board, with support from its specialist tax and investment advisers, ensures that NLF’s tax strategy is one of the factors considered in all investments decisions taken.

Risk Management

Tax risk is reported on a periodic basis to the Board which is ultimately accountable for how tax risks are identified, managed and monitored in the business.

NLF employs various risk management processes to provide assurance that tax risks are appropriately monitored. This includes engaging with NLF’s tax advisers to provide support in providing a system of tax risk assessment and controls as a component of the overall internal control framework applicable to the firm’s own financial reporting system.

Attitude towards tax planning and level of risk

NLF manages risks to ensure compliance with legal requirements and ensure payment of the right amount of tax. When entering into investments, NLF seeks to take advantage of any available tax incentives, reliefs and exemptions in line with, and in the spirit of, tax legislation. In relation to any specific issue or risk in relation to implementation of any tax planning or incentives which has been identified and brought to the Board’s attention by its advisers, the Board is ultimately responsible for determining what actions should be taken to manage those risks.

Relationship with HMRC

NLF seeks to have a transparent and constructive relationship with HMRC. When submitting tax computations and returns to HMRC, NLF seeks to disclose all relevant facts.


The NLF is responsible for holding and investing funds to meet the decommissioning liabilities of EDF Energy in respect of the seven AGR and one PWR nuclear power stations along with certain other waste management liabilities. The NLF does not supply goods or services and does not consider that there are any risks in relation to the goods and services which it procures given their nature but considers it good practice to undertake voluntarily to comply with and support the objectives of the Modern Slavery Act, 2015 in respect of supply chains. To this end, it requires all qualifying tendering organisations to demonstrate what steps they have taken to put the relevant policies in place to prevent slavery and human trafficking, what due diligence they carry out in relation to new suppliers and what risks are associated with their businesses.

This is the NLF’s annual slavery and human trafficking statement under section 54(1) of the Modern Slavery Act, 2015.