How Half a Billion Pounds of Your Pension Money May Be Distributed — And Why Members Are Asking to Be Involved

The Money

The fund’s assets were £1,965 million as at 31 March 2025 (133% funded — £1.33 for every £1.00 needed). These figures come directly from the Mercer actuarial report dated 31 March 2025 and the audited Annual Report signed by IGG on 30 October 2025. The funding level has risen steadily: 124% in March 2023, 130% in March 2024, 133% in March 2025. Even on a full buy-out basis — the cost of securing every member’s benefits with an insurer — the scheme had a £219 million surplus at the 2023 valuation (111% funded).1[1]J&J UK CARE Plan Summary Funding Statements 2024 and 2025: buy-out position at 31 March 2023 — assets £2,203 million, buy-out cost £1,984 million, surplus £219 million, solvency funding level 111%. The employer has paid £nil in contributions since the scheme closed to accrual in April 2023.

Every year a member was active in this scheme, part of their remuneration took the form of pension accrual rather than immediate salary. The surplus represents the accumulated returns on those contributions over time. The Pension Schemes Act 2026 (PSA 2026), which received Royal Assent on 29 April 2026, has made it considerably easier for sponsoring employers to receive payments from pension scheme surpluses. The planning decisions that will determine what members receive may already be underway.

Who Is Now In Charge of Your Pension?

Since 1 May 2023, your pension scheme has had a single trustee: Ross Trustees Services Limited, trading as Independent Governance Group (IGG) — a private commercial business backed by ECI Partners and LDC, managing approximately £324 billion across around 386 scheme appointments.

From IGG’s own published case study, we now know what IGG describes its role as being in a scheme that matches yours in every particular: to create the conditions for constructive dialogue between the UK trustees and the US sponsor, to unlock value, and to solve the governance challenge of surplus that is “locked within the trust.” The audience for that material was not members. It was US corporate sponsors.

In Their Own Words

IGG has published a case study, both as a written document on its own website (weareigg.com) and as a video presentation on LinkedIn by a director of IGG, describing a scheme its consultants have worked on. The case study does not name the scheme. Judge for yourself whether this could be your pension.

From IGG’s published case study, “Aligning governance, surplus strategy and long-term decision-making for a US-parent UK DB plan” (Grant Suckling and Tannaz Rastegar, weareigg.com): The client is described as a US-headquartered multinational with a large UK defined benefit pension plan, with assets of approximately £2 billion and a surplus of around £500 million. Four years earlier, the plan was in deficit. The governance environment had been constrained by UK legislative limits on surplus use, trustee rules requiring employer consent for surplus deployment, a lack of established dialogue between the UK trustee board and the US parent, and a need for trustees to challenge advisers more robustly. Without careful governance design, the case study says, the surplus risked remaining “locked” within the plan indefinitely. IGG describes its role as strengthening governance, accelerating decision-making, and creating the conditions for constructive dialogue between the UK trustees and the US sponsor. A dedicated working party was established with the US employer. The trustees completed a structured review of surplus options, agreed principles and guardrails for surplus use, and carried out scenario modelling over a 10–15 year horizon. The case study concludes that, for US-parent sponsors, “unlocking value is not simply a funding or investment challenge — it is a governance challenge,” and that the work positioned the scheme to “engage constructively” with its US parent sponsor.

We cannot state with absolute certainty that this is the J&J Plan. The case study does not name it. But the written 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 LinkedIn video was presented separately, by a different IGG director, Richard Cousins.

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

IGG’s response did not address the separate, written case study — signed by Mr Suckling, one of this Plan’s own trustee directors — which the Association has formally asked IGG to confirm or deny relates to the J&J UK Group Retirement Plan. That specific question remains unanswered.2[2]IGG, “Aligning governance, surplus strategy and long-term decision-making for a US-parent UK DB plan,” weareigg.com, signed by Grant Suckling and Tannaz Rastegar; LinkedIn video presentation by Richard Cousins, IGG director (also listed as director of Ross Trustees Services Limited, Companies House); and IGG’s written response of 3 July 2026, which stated the video “was not in relation to Johnson and Johnson or the Plan.”

“Unlocking value is not simply a funding or investment challenge. It is a governance challenge.” — IGG, “Aligning governance, surplus strategy and long-term decision-making for a US-parent UK DB plan”

The Association notes that the written case study does not reference members or member interests. It is addressed to US corporate sponsors.

Five Years. Six Events. No Evidence of Member Consultation.

Against that backdrop, here is what the legal documents show happened to your scheme between 2020 and 2025. Considered as a sequence, these changes have produced a specific governance outcome: the scheme was closed to new members, closed to future accrual, had its member transfer provisions amended, stopped receiving employer contributions, replaced its trustee vehicle with a commercial sole trustee backed by private equity, and amended its employer consent rules so that two of the five participating companies can execute legal documents on behalf of all five. The Association has found no evidence that any of these changes were preceded by member consultation.

The Members Who Have Been Forgotten

Within the scheme’s 11,684 members, there is a specific group whose position warrants particular attention. Members who built up pension entitlements before April 1997 receive no annual indexation increases on that portion of their pension. The Statement of Funding Principles, signed on 10 November 2023, confirms this explicitly: pre-1997 discretionary increases may be granted at the discretion of the Company or at its request if it agrees to finance them, and no allowance has been included for providing them. The company last agreed to finance them in January 2014 — as a periodic catch-up increase representing 90% of cumulative CPI inflation since December 2006, the fourth such catch-up in a series going back to April 2002. Even on that periodic schedule, a further catch-up would have been due years ago. It has not come. And the surplus has continued to grow.

Members whose service was predominantly post-1997 have received annual inflation-linked increases every single year. Since January 2014 — over twelve years — the cumulative loss of purchasing power on pre-1997 pension is around 40 percent, on official RPI figures. A pre-1997 pension of £10,000 a year in 2014 is worth about £6,000 in today’s money.

The Government’s consultation on surplus distribution and the parliamentary debates on the PSA 2026 identified improving member benefits — including addressing long-standing indexation disparities — as a core purpose of the new surplus framework. The Association’s position is that addressing this disparity should be a condition of any employer surplus payment, not an afterthought.

During the passage of the Bill, ministers acknowledged that members with non-indexed pre-1997 pensions are understandably concerned, and that the surplus framework could include discretionary benefit increases. A proposed amendment to the Bill (PSB60, Esso Pensioners Working Group) that would have required surplus to be applied first to pre-1997 indexation before any employer payment was not accepted at committee stage.3[3]Esso Pensioners Working Group, Written Evidence to Pension Schemes Public Bill Committee (PSB60), September 2025. Available at: bills-api.parliament.uk The PSA 2026 does introduce pre-1997 indexation, but only for members of failed schemes in the Pension Protection Fund (PPF), prospectively from January 2027. Members of solvent ongoing defined benefit schemes receive no equivalent statutory protection.4[4]Pension Schemes Act 2026, s.57 (PPF pre-1997 indexation). Royal Assent 29 April 2026. Members of solvent ongoing DB schemes receive no equivalent statutory protection.

A Point of Comparison

The surplus has not appeared from nowhere. The employer has paid £nil in contributions since the plan closed to accrual, and the surplus has been built from investment returns on contributions made over decades — and, in part, from the compound effect of benefit payments that have not kept pace with inflation. Every year a pre-1997 member received no discretionary increase, the scheme’s liabilities were correspondingly lower than they would otherwise have been.

In 2025, Joaquin Duato, Chief Executive Officer of Johnson & Johnson, received total compensation of $32.8 million — approximately £25.9 million at current exchange rates, per J&J’s publicly filed proxy statement (Form DEF 14A, filed with the SEC on 11 March 2026).5[5]Johnson & Johnson 2026 Proxy Statement (Form DEF 14A), filed with the SEC on 11 March 2026. Duato total compensation: $32.8m (2025) vs $24.3m (2024). Sterling conversion at USD/GBP 1.27 prevailing June 2026.

Johnson & Johnson’s Chief Executive Officer received a pay increase of approximately $8.5 million — around £6.7 million — in 2025 alone. That single year’s increase equates to approximately £574 for every member of the J&J UK Group Retirement Plan.

The Association makes no comment on whether Mr Duato’s compensation is appropriate for his role. It notes only the contrast.

In December 2025, members wrote directly to Mr Duato asking the company to commit, from April 2026, to resuming discretionary increases on pre-1997 pension benefits. Johnson & Johnson’s HR Lead for Northern Europe responded on 4 February 2026 confirming there was no intention to award any discretionary increase beyond those set out under the Plan Rules.

The Rule That Could Change Everything

The last of the six legal changes — the amendment to Rule 19 in May 2025 — is the one that puts everything else in context. Before May 2025, any change to the scheme rules required all five Participating Employers to sign. The new Rule 19 states that any two of the five companies, having “consulted” (not obtained the agreement of) the other three, can execute a deed changing the scheme rules on behalf of all five.

“Any two Participating Employers may sign or execute any documentation relating to the CARE Plan — including any deed — on behalf of all of the Participating Employers.” — Rule 19 as amended, 12 May 2025

Combined with a sole PCST with no member representation, this means that a surplus distribution amendment — one that could result in hundreds of millions of pounds leaving the pension fund and going to Johnson & Johnson — could be executed by two companies, with the consent of a commercially-driven professional trustee, and no member representation in the governance process that produces it. The IDRP would only be available after any such decision, not before.

What the Law Says — And What It Does Not

We want to be precise, because it matters. IGG is not breaking any law by operating as a PCST without member-nominated trustees. The law explicitly permits this structure — the PCST exemption under Regulation 2(k) of the Occupational Pension Schemes (Member-Nominated Trustees and Directors) Regulations 2006 applies here. The scheme rule amendments were each executed by parties with the legal power to make them. There is no legal obligation on J&J or IGG to consult members before governance changes, or before surplus decisions. We are not alleging illegality.

What we are pointing to is the gap between what the law requires and what best practice — and the Regulator — expects. 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 own December 2025 consultation on trustee governance explicitly acknowledged that members of large schemes moved to a PCST have given evidence that their voice is not being heard — and asked how member views can be represented in such structures. These are not our words. They are the Regulator’s and the Government’s.

However, IGG, as trustee, remains bound by fiduciary duties that no governance structure can remove. One important qualification must be noted: the Pension Schemes Act 2026 has explicitly removed the previous requirement that trustees be satisfied that a surplus distribution decision is in the interests of members. Trustees must still act within the scheme’s trust deed and rules, and their overarching fiduciary duties remain — but the specific member-interest test for surplus release no longer applies. This makes the absence of any member engagement mechanism in this scheme more, not less, significant.

IGG also has a statutory duty under section 249A of the Pensions Act 2004 to maintain appropriate knowledge and understanding of the scheme’s rules and the principles of scheme funding. That duty requires IGG to understand what Rule 19 now makes possible, and to ensure that its decision-making reflects the interests of members, not just the corporate sponsor.

On pre-1997 discretionary increases, the position is different — and starker. Under Rule 38 of the Plan, the trustee can only grant discretionary increases to pre-1997 pensions with the consent of, or at the request of, the Participating Employer. Without the employer initiating that process, the trustee has no independent discretion to exercise. Johnson & Johnson has not agreed to finance any such increase since January 2014 — itself a periodic catch-up (the fourth in a series since 2002), not a routine annual increase. The pre-1997 indexation disparity falls, in effect, into a governance gap — neither the trustee nor the employer is required to address it, and no mechanism currently exists to compel either to do so.

That said, the Government’s own position — as set out by Pensions Minister Torsten Bell in a formal ministerial response to parliamentary correspondence, c. December 2025 — is directly relevant. The minister stated:

“Trustees will be in the driving seat in all decision making on surplus release and have a duty to act at all times in the interest of scheme beneficiaries. Employers will have no direct access to surplus funds and trustees are within their rights to request conditions that include the payment of discretionary indexation to members as part of any agreement which leads to the release of surplus to the employer.”6[6]Torsten Bell MP, Minister for Pensions, ministerial response to parliamentary correspondence, c. December 2025. Circulated as a standard response to multiple MPs following constituent correspondence regarding discretionary indexation of defined benefit pension schemes.

The minister further noted that the Pensions Regulator already expects trustees to consider the situation of members who would benefit from a discretionary increase and whether the scheme has a history of making such awards. This scheme does. The Government’s own view is that the PSA 2026 is intended to make it easier, not harder, for trustees to secure member benefits — including discretionary indexation — as a condition of any surplus release.

What the Association Has Done So Far

J&J Pensioners Network was formed in 2026 — the first member body ever to exist for this Plan. On 27 May 2026, the Association sent its first formal communications:

• A letter to Ross Trustees Services Limited (IGG), requesting a formal member engagement process before any surplus distribution resolution is passed; independent actuarial advice on the cost of addressing the pre-1997 indexation disparity as a priority claim on any member share; that no surplus distribution amendment be executed until these steps are complete; and asking IGG to confirm or deny whether the case study refers to the J&J UK Group Retirement Plan.
• Letters to the Managing Directors of a number of J&J Affiliates, requesting that they withhold consent to any surplus distribution amendment until the Association’s concerns have been addressed.
• A letter to Johnson & Johnson’s HR Lead for Northern Europe — who personally signed the November 2023 Statement of Funding Principles — asking her to convene a multi-party meeting, by Teams or Zoom, at which the Association, IGG, and representatives of all five Participating Employers can meet together.

Each letter gave 28 days for a response, a deadline of 24 June 2026. That deadline passed without a substantive response from either party. IGG (Ross Trustees Services Limited) responded in full on 3 July 2026 — see below and the website's correspondence timeline for what it said. Johnson & Johnson has still not responded. The Association is now considering its next steps.

What You Can Do

• Join the Association. Contact us at info@jnjpensioners.org.uk. The more members who formally associate themselves with our efforts, the stronger our position.
• Write directly to IGG. Write to Ross Trustees Services Limited at 4th Floor, Cannon Place, 78 Cannon Street, London EC4N 6HL. Ask what member engagement process exists and how pre-1997 members will be protected.
• Write to your employer. Ask them to withhold consent to any surplus distribution amendment until members have been properly consulted.
• Read what we told the Government. The Government’s consultation on surplus flexibilities closed on 2 September 2026. The Association’s full response is published in “What We Told the Government.”
• Share this article. Every member deserves to know what has happened to their pension fund’s governance and what is now at stake.

A Final Word

We want to be fair. Each of the changes described in this article was, on its own, defensible. Closing to future accrual is increasingly common. Appointing a professional corporate trustee is a recognised governance model. Simplifying employer consent arrangements is administratively convenient.

But governance decisions do not exist in isolation. They exist in sequence, and they have cumulative effects. The sequence described in this article has produced a pension scheme with a £484 million surplus, governed by a single commercial trustee with private equity backers, under rules that allow two employers to change the scheme’s legal framework without member involvement, at precisely the moment when new legislation makes returning surplus to employers easier than ever. Members have not been party to any of the decisions described in this article. The Association has been formed to change that.

Johnson & Johnson’s own Credo places responsibility to employees explicitly above responsibility to stockholders, and states that compensation must be fair and adequate. The Association does not ask for anything inconsistent with those values. It asks only that they are honoured.7[7]Johnson & Johnson, Our Credo, jnj.com/our-credo. Written by Robert Wood Johnson, 1943; current version 2018. The Credo places responsibility to employees explicitly above responsibility to stockholders.

Important Notes

This article is published by J&J Pensioners Network. All factual statements are based on documentary evidence: executed deeds of amendment, the schedule of contributions, the Statement of Funding Principles, audited annual reports and actuarial valuations, publicly available Companies House and parliamentary records, IGG’s published case study material, and a publicly available LinkedIn presentation by a director of IGG. This article will continue to be updated as the Association’s correspondence progresses. Nothing in this article constitutes legal or financial advice.