UK Trustee Bill introduces Management Challenges for Trustees

 
 


by John Goldsworth LLB., LLM.

The reform of trust law in the UK is a slow business. This is as it should be. Several centuries of development cannot sensibly be adjusted to modern conditions without careful consideration: a small change may have repercussions in other areas of the law.

The UK, unlike some offshore centres, does not jump into adapting its law for marketing purposes: no one can accuse the UK of precipitant action. Even though a Bill has been introduced in the House of Lords it still has a long way to go. The Law Commission and the Scottish Law Commission have been considering the matter for some time: they made their recommendations, responses were considered and a consultation document was published in 1996. Before this there was an earlier consultation document on Trustees’ Investment Powers.

The Bill reproduces the Commissions’ recommendations and is identical to the draft Bill appended to the Law Commissions’ Report (Law Com No. 260 and Scot Law Com No. 172), the text of which can be seen on http://www.open.gov.uk/lawcomm . The Bill is divided into several parts. There is some overlapping, particularly in respect of the subject matter in Part I: the standard duty of care. As well as introducing some new legal concepts into trusteeship the Bill is concerned with improving the management of trusts.

Part I - The Duty to Care

The Law Commissions were concerned that the standard of care required by trustees was fragmented and that it differed over the range of a trustee’s duties. The general principle is that the trustees should “exercise their powers in the best interest of the present and future beneficiaries of the trust” (Cowan v Scargill [1985] Ch 270, 286) but they are not subject to a uniform statutory duty of care in England and Wales.

Trustees have more specific duties where there is likely to be a conflict of duties or a need for impartiality to be shown between the beneficiaries. In connection with investments the duty is full of anomalies. The usual expression is to require a trustee to use the care and caution with which an ordinary man of business will exercise the management of his own property (Re Whiteley (1886) 33 ChD 347, 358). Mere honesty, good faith and sincerity are not enough. Prudence requires a level of proficiency and competence. This is difficult to define. A remunerated and professional trustee is generally expected to meet a higher standard than other trustees (National Trustees Co. of Australia Ltd v General Finance Co. of Australia Ltd [1905] AC 373 were among other cases referred to in the Law Commissions’ Report). Then there is the further point in Bartlett v Barclays Bank Trust Company Ltd [1980] Ch 515 that a remunerated and professional trustee may be held to account if loss is incurred if he fails to exercise that level of expertise (Trustees of the British Museum v Attorney General [1984] 1 WLR 418).

A further range of duty situations arises in connection with a trustee’s powers of delegation. Before 1926, as the Law Commission explains, the law was largely uncontroversial: reasonable prudence was required in choosing an agent and negotiating the terms by which the agent is employed. The same standard was required in respect of the supervision of the agents. But the Trustee Act 1925 confused the issue with provisions absolving trustees of liability for any loss resulting from the appointment of agents, provided the trustees had acted in good faith (s23(1)). The preservation of the trustees’ liability (s23(3)) for trust assets which are left in the hands of a solicitor or banker for longer than necessary did not affect any delegation made under s23(1). Also, trustees will seldom be liable for loss caused by an agent unless the trustees are guilty of “wilful default” (s30(1)) which requires a conscious breach of duty or recklessness. There may be areas of default not covered by s30(1) when a higher standard of duty is called for.

This is hardly satisfactory. The Law Commissions considered that the safeguards should be underpinned by a general statutory duty of care. The Bill requires, in Clause 1, a trustee to “exercise such care and skill as is reasonable in the circumstances”.

This follows the recommendation of the Law Commission that there should be a single statutory duty of care with which trustees must comply when carrying out certain prescribed functions (Specified in Schedule 1 to the Bill).

This duty of care applies to duties connected with the making or reviewing of investments and when exercising other duties as may be introduced by the Bill. These include the power to acquire land and a variety of matters relating to the appointment of agents, nominees and custodians. The duty also applies when a trustee exercises power (under s19 of the Trustee Act) to insure trust property. Explanatory notes to the draft bill appended to the Law Commissions’ report, says that the duty of care also applies to trustees when they carry out equivalent functions that are contained in the trust instrument unless the trust instrument makes it clear that the duty is not to apply. (Schedule 1, Clause 5)

Where the trust instrument specifically or impliedly states that the statutory duty does not apply then the old “prudence” standard will apply as it does to situations outside of Schedule 1. Therefore it appears possible for trustees, by requiring a suitable provision in the trust deed, to remove the statutory standard of care.

The standard of care is an objective one. The test is what is reasonable in the circumstances (Clause 1(1)) having regard in particular to any special knowledge or experience that the trustee has or holds himself out as having (Clause 1(1)(a)) and, where the trustee acts in the course of a business or profession, to any special knowledge or experience reasonably expected of such a person (Clause 1(1)(b)). It implies positive responsibilities; it is not the same duty of care as applied in the common law of tort, which in many cases is merely to prevent harm. The Bill makes no provision for a remedy for failure to fulfil this statutory duty. No definition is given and a breach of the new standard is not to be considered as giving rise to an action of negligence. Any harm caused by the trustees may be tortuous, under the principles of negligence, but this would require harm to be caused to the beneficiaries. The standard of care under the Bill is a higher duty. For a breach, harm does not need to have been caused. Although there is no guide on how compensation will be calculated for a breach of that duty. Restitution is likely to be the method of compensation as with other breaches of trust. If this is inappropriate because there has been no deficit to restore, then an injunction could be the only remedy to prevent future breaches. The situation will not be clear until considered by the courts.

Part II - Trustees Powers of Investment

Since the Trustee Investment Act 1961 there have been rapid developments in the provision of financial services. The Law Commissions recognised that trusteeship is an increasingly specialised task that requires skills that trustees do not have. The Bill (Clauses 3-7) proposes a new regime for trustees who do not have alternative powers conferred on them by the trust instrument or by any other statute or subordinate legislation.

The Trustee Investment Act 1961 is repealed.

Before the 1961 Act, trustees were limited to the narrow categories of investment set out in the Trustee Act 1925 or Trusts (Scotland) Act 1921. The 1961 Act was some improvement. This Act allowed trustees to invest in two main groups: the narrow range investments, which were mainly fixed interest securities, including government (UK and EU) stock, and wider range investments, which were mostly shares (subject to restrictions), building society shares and authorised unit trusts. Trustees may have wider individual powers if so provided in the trust instrument. The provisions in the 1961 Act led to some complexities, for example, where investments were added or withdrawn from a trust fund which was subject to the Act. This led to the need to make transfers between the two parts of the fund. Now, under the Bill, all trustees, in the absence of specific provisions in the trust deed will be free from restrictions: the intention is to allow all trustees, in the absence of specific provisions in the Bill, to make “any kind of investment that he could make if he were absolutely entitled to the assets of the trust”.

This power is defined as “the general power of investment” (Clause 3(1) and (2). Wide powers are allowed, for example, so that trustees can hold investments jointly with other persons. This follows a recommendation of the Law Commissions, who recommended that the principle encapsulated in s34(1) of the Pensions Act 1995 should be extended to all trusts, including charitable trusts.

Part III - The Power to Acquire Land

In the absence of express authority in the trust instrument trustees of personal property do not have power either to purchase of land for investment or to acquire land as a residence otherwise than for the use of the beneficiary. This contrasts with the position where land is held in trust, whether under a trust of land (under Trusts of Land and Appointment of Trustees Act 1996 s6(3), 17(1)) or a surviving settlement under the Settled Land Act 1925 where trustees have the power to purchase a legal estate in England and Wales. Property may be acquired “by way of investment, occupation by the beneficiary or for any other reason” (see s8(1)). Mortgages of freehold land or leasehold having at least 60 years to run are authorised as narrow range investments under the Trustees Investment Act 1961 (Schedule 1 part II, para 13) but the purchase of freehold land is not authorised unless expressly authorised in the trust instrument or under a pension trust.

The Commissioners have been precise about their recommendation. The general power of investment does not permit a trustee to make investments of land other than as a loan secured on land (Clause 3(3)). A loan secured on land is defined as rights under a contract under which one person provides another with credit and where the obligation of the borrower to repay is secured on land. The obligation must be financial (Clause 3(4)).

Although the general power of investment does not permit trustees to invest in land, a separate power to do so is conferred by Clause 8. The power conferred by sub-clause 1 is similar to that in Trusts of Land and Appointment of Trustees Act 1996 (s6(3) and (4)), which will be replaced. The power is that trustees may acquire freehold or leasehold land in the UK as an investment, for an occupation by a beneficiary or for any other reason. This will allow trustees to purchase freehold or leasehold land (as defined, in respect of England and Wales, and Scotland and Northern Ireland) in any part of the UK.

Trustees are also given the same power as awarded under s(1) of the Trusts of Land and Appointment of Trustees Act 1996 and are allowed to own land jointly with power of sale and leasing and with power to grant mortgages. The exercise of this power is subject to the statutory duty of care provided under Clause 1. The express duty provided in s6 of the 1996 Act is not replicated and was not necessary. If a

trustee acquires land under these provisions he has all the powers of an absolute owner in relation to the land (clause 8(3)), ie he may rent, lease or mortgage the land.
However, these powers are in addition to those conferred on trustees in other parts of the B

ill, but are subject to any restriction or exclusion contained in the trust instrument or by any other enactment or provision of subordinate legislation (Clause 9(a)(b).

A minister also may extend investment powers to places outside England and Wales as may seem appropriate to him. Schedule 2 lists the amendments to the trustee’s investment powers that apply to specific trusts governed by particular Acts. Many of these Acts will be amended by the introduction of the general investment power and with a power to invest in land which will override any previous prohibition to do so.

Generally, in exercising any power of investment the trustee will have to have regard to the standard investment criteria (Clause 4(1)). These are defined as the suitability of the particular investment proposed compared to the suitability generally of investments of that kind and the need for diversification insofar as is appropriate to the circumstances of the trust (Clause 4(3)). In addition, a trustee must from time to time review his investments, having regard for the standard investment criteria, and consider how they should be varied (Clause 4(2)).

The trustee, before exercising any power of investment or review, must obtain and consider proper advice (Clause 5(1)(2)). Proper advice is the advice given by a person who is reasonably believed to be qualified with the ability and practical experience (Clause 5(4)). There is an exception: a trustee need not obtain such advice if he reasonably concludes that in all the circumstances, it is unnecessary or inappropriate to do so.

These provisions are likely to call for some revision to trust practice. In respect of existing trusts, the trustee now can reasonably be expected to consider the circumstances of the trust and devise his standard investment criteria. This he may well have done, in one way or another in the past. Now, for the proper administration of a trust, it is advisable that the practices adopted should be brought up to date and evidence retained that the standards have been adopted. Similarly, evidence of regular reviews should be preserved. Minutes and correspondence with investment advisers are obvious records which should be preserved. The frequency of this review depends upon the size, quality and circumstance of the trust.

The trustee will have to decide whether he should obtain independent advice before investing. If he decides that the exception under Clause 5(3) applies then the reasons for coming to that conclusion should be recorded in the trustees’ minutes.

A trustee must include in his review details of the performance of the adviser. Benchmarks should be established when the adviser’ recommendations are accepted and the performance noted (Clause 5).

The general power of investment is additional to powers conferred on trustees other than under the Bill (Clause 6(1)(a)) subject to any restriction or exclusion contained in the trust instrument or other Act (Clause 6(1)(b)). The general powers of trustees in trust instruments therefore need to be examined. As the explanatory notes state, an express power of “owning government bonds” will be taken to exclude the general power of investment. On the other hand an express power to invest in shares quoted on the London stock exchange, but excluding a particular company, would take effect as a general power of investment subject to that single restriction.

This provision does not confer the general power of investment on trustees, who, before the commencement of the Bill have special statutory powers except for those situations which are covered by s41 (Ministers Powers of Amendment) and to those situations described in Schedule 2 (Statutory Powers).

The introduction of the general power of investment will require some careful treatment of powers applicable to trusts under the previous rules. Investment provisions made before 3rd August 1961 by way of the trust instrument are to be treated as restricting or excluding the trustee’s powers under the general power of investments but a provision in a trust deed authorising investment under the s3(2) Trustee Investment Act is to be treated as conferring the general power of investment. The powers of investment in the Bill do not apply in respect of a pension trust, or unit trusts or funds established under schemes made under s24, 25 of the Charities Act 1993.
Part IV: Agents, Nominees and Custodians

Trustees have only limited powers to employ nominees and custodians. If trust property is placed in the hands of a third party when the trustee has no power to do so, the trustee commits a breach of trust and is liable for any loss which results from this action.

Part IV of the Act, concerned with agents, nominees and custodians, sets out the trustees’ powers of collective delegation which exist in default of express powers being conferred by the trust instrument. It does not relate to delegation by individual trustees, which continues to be governed by s25 of the Trustee Act 1925.

The Law Commission recognises, under the present law, that trustees may, and sometimes must employ nominees and custodians in certain limited circumstances. The existing powers are inadequate as they do not enable trustees to use nominees to provide an administrative service to facilitate investment dealings by discretionary fund managers or as a means of using CREST in relation to overseas investments which are traded using computerised clearing systems, or where registered land is held in trust to obviate the need of regular changes to the register when trustees change.

The Commission had to consider the risk of fraud and the potential loss of shareholders’ rights. These have been examined by the Financial Services Act 1986 and by the new Financial Services and Markets Bill. As far as a potential loss of shareholders’ rights are concerned, the Law Commissioners did not consider that this was sufficient to deny trustees the benefit resulting from the employment of nominees or custodians, but as a safeguard they concluded that trustees should only be able to appoint persons or bodies who act in the course of their businesses.

Following these recommendations the Bill provides the trustees may authorise any person to exercise any of their “delegable functions” as their agent (Clause 11(1)). But what are trustees’ delegable functions? These are defined (Clause 11(2)) as any function except some of those, which could be thought of as being part of the core obligations of trustees. The following cannot be delegated:

·              ·              ·              any functions relating to whether and in what way the trust assets should be distributed; the discretion must remain with the trustee;

·              ·              ·              any power to decide whether any fee or other payment should be made out of the trust fund and whether it should be made out of capital or income.

·              ·              ·              any power to appoint a person to be trustee

·              ·              ·              the right to delegate any of their functions except in accordance with Clauses 14 and 20, (Clause 11(2)).

These provisions do not apply to charitable trusts. Trustees of charitable trust MAY delegate:

a.    a.          a.          carrying out any of the trustees’ decisions;

b.    b.          b.          carrying out trustees’ decisions relating to investment of assets;

c.    c.          c.          raising funds; or

d.    d.          d.          performing any other function described by an order made by the secretary of state.

The power to delegate any function relating to the raising of funds does not apply where the profit is made in a trade, which is an integral part of carrying out the trust’s charitable purpose (Clause 11(4)). This trade must be exercised in the course of carrying out the primary purpose of the trust or where beneficiaries mainly carry out the trade. That is, for example, a shop raising funds or selling beneficiaries’ work (Clause 11(3)).

Subject to these restrictions the trustees may appoint one of their number to act as their agent (Clause 12(1)). They may not authorise two or more persons to exercise the same functions unless those persons function jointly. A beneficiary may not be appointed as an agent (Clause 12(2) and (3)). If a person is already appointed to act as a nominee or custodian, whether under the Bill or under the trust instrument, he also may be appointed as the agent. The agent takes over the responsibilities for the function which he is authorised to carry out. For example, a person authorised to exercise a general power of investment is subject to the duties provided in the Bill under that power. This applies whatever the terms of the appointment, except for a person who is appointed to be an agent and is subject to the requirement to obtain advice but who need not obtain that advice if he is the sort of person who would normally give that sort of advice (Clause 14(2)).

Trustees may not authorise a person to exercise any function that would prevent them consulting beneficiaries and giving effect to their wishes under s11(1) of the 1996 Act.

Trustees may not authorise an agent and allow the agent to appoint a substitute for himself so as to restrict the agent’s liabilities, or any substitute appointed under the law, or in circumstances which are capable of giving rise to a conflict of duty (Clause 14(2). Otherwise, trustees may authorise a person to be their agent on such terms that they may determine (Clause 14(1)). The remuneration of an agent will be as the trustees shall decide or subject to later provisions (Clauses 29 - 32) of the Bill.

Special rules apply to the delegation to agents of asset management functions. There the agent’s appointment must be evidenced in writing. The trustees must prepare a statement that gives guidance to the agent as to how the function should be exercised, a policy statement, and must secure from the agent an undertaking that he will comply with the policy statement or any revision of it (Clause 15(1)(2)(a)(b)). The policy statement must be in writing and formulated to ensure the functions will be exercised in the best interest of the trust (Clause 15(3 and 4)). For this purpose the asset management functions are those which are concerned with the investment of trust assets, acquisition of property, which is to be subject to the trust and the managing of trust assets (Clause 15(5)).

Similar provisions relate to the powers of trustees to appoint nominees. A nominee may be appointed in relation to such assets of the trust as the trustees determine and they may take such steps to secure that the assets be vested in the person to be appointed (Clause 16(1)). An appointment of a nominee must be evidenced in writing (Clause 16(2)), but this does not apply to any trust having a custodian trustee (Clause 16(3)).

Again, similar provisions apply to the appointment of custodians.

A person is a custodian if he undertakes the safe custody of assets or of any documents or records (Clause 17(2)). The appointment must be in or evidenced in writing (Clause 17(3)). This does not apply to any trust that already has a custodian trustee (Clause 17(4)). The Law Commission regarded the deficiencies in the present law not as when the trustees may delegate, but what they may delegate.

The current limitations constitute a serious impediment to the administration of trusts. The Law Commission says that trusteeship is an increasingly specialised task, which often requires professional skills that the trustees may not have. The Law Commission was very conscious of the professional nature of investment. The Bill provides that the trustees must enter into an agreement setting out the investment objectives which may include the degree of liquidity required to meet the needs of the trust, the desired balance between capital growth and income yield, and any ethical factors which may affect the investment policy.

These provisions apply only when the trustee delegates his discretion. It does not apply where the trustees obtain investment advice but take the decisions on investment matters themselves.

Where there are bearer in, or evidenced in, writing one of the trustees is the custodian (Clause 18).

To be eligible as a custodian or nominee the person must carry on a business that consists of, or includes acting as, a nominee or custodian, or as a body corporate controlled by the trustees (Clause 19(1)(2)). For this purpose a body corporate is controlled by trustees if it conforms with s840 of the Income Corporations Taxes Act 1988 (Clause 19(3)). Charitable trusts, which are not exempt charities, must be guided by the Charity Commissioners in their selection (Clause 19(4)). Where one of the trustees is a trust corporation that company may be appointed as a nominee or custodian or two trustees may be so appointed as long as they act jointly (Clause 19(5)). An appointment may combine the activities of nominee and of custodian and then this person may also be authorised to exercise the function as the agent under the Bill or under any other power (Clause 19).

Agents, nominees or custodians are subject to review (Clause 21). The trustees review the arrangements made and make sure they are put into effect. They must intervene if they decide there is a need to do so (Clause 22).

The period and the manner of the review depends upon the circumstances. The trustees may intervene, for example, if they consider that the person appointed is not carrying out his or her functions effectively or where they doubt the suitability of the person to continue to act. Trustees have a positive duty to act where they think fit. This includes the power to give directions or to revoke the appointment or authorisation (Clause 22(4)). Where an agent has been authorised to exercise asset management functions and the trustees consider there is a need to revise or replace the policy statement there is a positive duty to do so and to assess whether that policy statement is being complied with (Clause 22(2)).

Trustees are under the duty of care when making an appointment as is any person so appointed (Schedule 1(3)). A trustee is also under this duty when selecting the person, determining the terms, and making any of the policy statements under Clause 15 (Schedule 1, Clause 3(2) and when considering, reviewing or intervening in their relationship with an agent, custodian or nominee.

The trustee’s liability, however, is limited. Where he has agreed a term, subject to a duty of care, by which the agent, nominee or custodian is permitted to appoint a substitute, then the trustee is not liable for any act or default of that substitute unless he failed to fulfil the duty of care when agreeing that term or in carrying out his duties concerning review so far as they relate to the use of the substitute (Clause 23(2)).

Trustees remain liable for any excess of activity that they authorise notwithstanding that it was beyond their powers to have allowed the function to be performed or in appointing the person (Clause 24).

The powers given in the Bill are in addition to those which might otherwise apply, such as those contained in any trust instrument which might restrict or exclude the powers (as may any subordinate legislation) (Art. 26(b)), but the provisions in the Bill will apply to trusts whether they are created before or after commencement of the legislation enacting the Bill (Clause 27).

Part V - Remuneration

Under the common law trustees can be remunerated only if it is permitted under the trust instrument. Otherwise apart from professional fees, no payment can be made. An express charging clause is strictly construed against the trustee. So unless the trust instrument contains contrary provisions, a professional trustee may only be remunerated for services which could not have been provided by a lay trustee. This common law rule will be reversed.

Where the new provision (Clause 28(2)) will apply, a trust corporation or trustee acting in a professional capacity will be entitled to payment for services which are capable of being provided by a lay trustee. This differs from the position where, for example, a solicitor appointed as a trustee can only charge for his professional services and not for general duties, which could have been provided by a lay trustee. That rule will no longer apply provided it is not inconsistent with the terms of the trust instrument (Clause 28(2)). For this to apply there must be a provision entitling the trustee to receive payment in respect of the services provided or that the provision is not inconsistent with the terms of the trust instrument (Clause 28(1)).

The strict construction of a trust instrument denying payment wherever possible is thus overturned.

Payments are to be construed as remunerations and not, as previously, as gifts for the purpose of the Wills Act 1837 s15. Similarly, trustees’ remuneration will not come under the rule relating to priorities of payment for the purpose of the Administration of Estates Act 1925 s34(3).

Trust corporations, except when they are trustees of charities, are entitled to receive reasonable remuneration (Clause 29(1)). Again this is subject to what is provided for in the trust instrument or any subordinate legislation. The obligation to pay and receive reasonable remuneration is, therefore, a default provision.

As far as trustees of charitable trusts are concerned, they are regulated by the Secretary of State who makes regulations (Clause 30).

In addition to remuneration, trustees may recover expenses (Clause 31), as may agents, nominees or custodians. Trustees are given the power to remunerate the agent (Clause 32), nominee or custodian (Art. 32(2)) and pay their expenses (Clause 32(3)).

Part VI: Miscellaneous Provisions

Power to insure

The power of trustees to insure as provided in Trustee Act 1925(s19), is amended so that trustees can insure any trust property, and not just personal property (Clause 34).

They may insure against the risks that they see fit and will no longer be restricted to the amount of cover they may take out, unlike the limitation on their powers to insure only to three quarters of the full value under the 1925 Act.

By replacing s19(2) of the Trustee Act 1925, the power to insure is still qualified even when property is held on a bare trust. The power to insure is subject to any direction given by the beneficiaries. Where beneficiaries are entitled to the trust property and have power to bring the trust to an end, the trustees are obliged to comply with certain directions given by the beneficiaries as far as insurance is concerned. When these directions are given the trustees may not delegate their power to insure (Clause 34(4)). The amended s19 of the 1925 Act also conferred a power to insure but did not impose a duty to do so. Now failure to insure the trust assets may constitute a breach of the trustee’s paramount duty to act in the best interest of the present and future beneficiaries of the trust. The duty of care applies to the selection of insurer and the terms on which insurance is taken out.

Personal Representatives

The Bill applies to personal representatives as well as trustees under trust instruments.

This gives personal representatives the same powers and duties as trustees under the Bill including the power of delegation (Clause 11).

In future remuneration paid to personal representatives will count as an administration expense for the purposes of s34(3) Administration of Estates Act 1925 (Clause 35(3)).

Pension Schemes

Parts II and III of the Bill (Investment in Land and Investment Powers) do not apply to occupational pension schemes. Investment powers of the trustees of these schemes are governed by s34 Pensions Act 1995. Also, pension fund trustees have the power to appoint nominees and custodians as professional advisers under s17 Pensions Act 1995. The power in this Bill, in connection with appointment of nominees and custodians therefore does not apply to pensions.

The enactment of the Bill will increase the responsibilities of trustees and require a more formal management than has been required by law. This will be no more than good practice already adopted by professional trustees employing modern management techniques such as specialised computer software.