How Was Any of This in the Best Interests of Scheme Members?

Between 2020 and 2025, the Johnson & Johnson U.K. Group Retirement Plan underwent six governance changes. Each was executed lawfully, by parties with the legal power to make it. None was preceded by member consultation. Considered individually, each has a defensible explanation. Considered as a sequence, they raise a question that deserves a direct answer: at what point, in any of this, were member interests the governing consideration?

The Sequence

In December 2020, the scheme was closed to new entrants and its rules amended so that the company could stop contributing without triggering a wind-up. In March 2021, the scheme was closed to future accrual — the final salary link broke for the great majority of members from 1 April 2021, with full closure for all members following on 1 April 2023. The company’s liability was permanently capped.

In March 2023, the trustee’s power to transfer members’ benefits to another scheme without their consent was explicitly confirmed. In November 2023, a new Schedule of Contributions was agreed under which the company pays nothing — £nil toward benefit funding — into the scheme.

In May 2023, Ross Trustees Services Limited, trading as Independent Governance Group (IGG), was appointed sole corporate trustee. Under the Professional Corporate Sole Trustee (PCST) structure that resulted, the legal requirement to appoint member-nominated trustees — the one structural mechanism by which members have a voice on the body that governs their pension — was removed. Not suspended. Removed.

This is lawful. The PCST exemption under Regulation 2(k) of the Occupational Pension Schemes (Member-Nominated Trustees and Directors) Regulations 2006 disapplies the member-nominated trustee requirement where the sole trustee is independent — as IGG is. There is no legal obligation on J&J or IGG to consult members before making governance changes, nor before decisions about the surplus. The Network is not alleging that any law has been broken.

However, lawfulness is not the same as best practice — and the Regulator and Government have both identified this gap explicitly. TPR’s General Code of Practice (March 2024) requires all governing bodies, including PCSTs, to consider how member perspectives are taken into account in decision-making. The Government’s December 2025 consultation on trustee governance acknowledged that members of schemes which have moved to a PCST “may perceive that their voice is not being heard,” and asked how member views can be taken into account in such structures. The Network’s position is that these regulatory expectations — not an allegation of wrongdoing — are why member engagement matters here.

The old corporate vehicle through which the previous trustee board had operated — J&J Pension Trustees Limited — was dissolved on 1 April 2025. This was a separate administrative step, distinct from the May 2023 appointment.

Finally, in May 2025, Rule 19 was amended. Under the new Rule 19, any two of the five Participating Employers can execute a deed changing the scheme rules — including a deed enabling surplus distribution to the employer — on behalf of all five, having merely consulted the others. Member consent is not required. Member notification is not required. Member awareness is not required.

What IGG Said About Its Own Role

In a video presentation published on LinkedIn, Richard Cousins, a director of IGG, described a case study of a scheme his firm manages. He did not name the scheme. The J&J UK Group Retirement Plan has assets of approximately £2 billion and a surplus of £484 million. Its sponsoring employer is a US multinational. IGG has been sole trustee since May 2023. The case study Mr Cousins described involves a US multinational, assets of approximately £2 billion, and a surplus of approximately £500 million.

In its response of 3 July 2026, IGG stated that the video “was not in relation to Johnson and Johnson or the Plan” and that Mr Cousins “has no involvement with the Plan.” The Network records that denial here. It relates only to the video.

IGG’s response did not address a separate, written case study published on its own website — “Aligning governance, surplus strategy and long-term decision-making for a US-parent UK DB plan” — which describes the same £2 billion / £500 million profile, the same four-year timeframe from deficit to surplus, and the same governance mandate: to “strengthen governance, accelerate decision making, create the conditions for constructive dialogue between the UK trustees and the U.S. sponsor,” because “surplus can remain locked within the trust.” That case study is signed by Grant Suckling, who — together with Clare Kember — represents Ross Trustees Services Limited as trustee of this Plan and signed its Annual Report and Accounts for the year ended 31 March 2025. The audience for that document was US corporate sponsors. Members were not mentioned.

The Network does not assert that this written case study refers to the J&J Plan. It has asked IGG to confirm or deny that directly. That specific question remains unanswered.

The Question

Members of the J&J UK Group Retirement Plan have seen their scheme closed, its transfer provisions amended, its employer contributions reduced to zero, its trustee replaced by a commercial sole trustee backed by private equity, and its employer consent rules reduced to a two-company threshold — all without being consulted, informed in advance, or given any mechanism to respond.

The scheme now holds a surplus of £484 million, built on £nil employer contributions toward benefit funding since April 2023, at precisely the moment when new legislation — the Pension Schemes Act 2026 — has made it easier than ever for that surplus to flow back to the sponsoring employer.

This is not the first time the employer has been in this position. The statutory accounts of Johnson & Johnson Management Limited — the UK holding company — filed at Companies House record that, in the early 1990s, the employer took a contribution holiday from the same scheme: paying nothing toward the main pension fund because it was already in surplus. The accounts for the years ending December 1991, January 1993, and January 1994 each record this explicitly:

“the overall surplus within the main pension scheme is being reduced through a contribution holiday.”

The employer has now, effectively, taken a second contribution holiday. The surplus that has accumulated across both periods was built on member contributions, investment returns, and — on the Network’s analysis — the compound effect of benefit increases that have not kept pace with inflation.

Each decision in the sequence has a legal justification. The question the Network is asking is a different one. It is not whether these changes were lawful. It is whether, at any point in five years of governance redesign, the interests of the scheme’s 11,684 members were the primary consideration — or whether members were simply not in the room.

About This Document

This article is based entirely on official Plan documents, public company records, IGG’s own published case study, a publicly available LinkedIn video presentation by Richard Cousins of IGG, and IGG’s written response of 3 July 2026.