The Board and its Committees
The Board's role is to set the Society's culture and values, business strategy, risk appetite, review performance, and ensure that the necessary resources are in place for it to meet its objectives.
The Board also has a general duty to ensure that the Society operates within its Rules (PDF 290KB) Opens in a new window, relevant laws, rules and guidance issued by relevant regulatory authorities and that proper accounting records and effective systems of internal control are established, maintained, documented and audited.
In particular, the Board's role is to provide overall direction to the Society and to safeguard the interests of its members.
Matters reserved to the Board
The Board has a formal schedule of matters that are reserved to it, and it has delegated authority to a number of board committees, set out below:
The Board has delegated authority to a number of principal Board Committees, being the Board Audit, Remuneration, Nomination & Governance, Non-Executive Directors' Remuneration and Board Risk Committees each of which have their own terms of reference.
Board Audit Committee
The members of the Board Audit Committee are Roger Burnell (Chair), Janet Ashdown, Catherine Doran and Alasdair Lenman.
The Board Audit Committee assists the Board in fulfilling its oversight responsibilities, particularly:
- Monitoring the integrity of financial statements
- Reviewing the adequacy of internal control and risk management processes
- Approving the internal audit plan and reviewing the effectiveness of the internal audit function
- Monitoring the effectiveness of external audit process
View the Board Audit Committee's Terms of Reference (PDF 66KB) Opens in a new window
The Internal Audit function's Terms of Reference below are approved by the Board Audit Committee.
View the Internal Audit function's Terms of Reference (PDF 32KB) Opens in a new window
The Committee consists of the following non-executive directors:
Ian Geden (Committee Chairman), Ian Pickering (Society Chairman), Janet Ashdown and Catherine Doran.
No director takes part in the discussion of his or her own remuneration.
The Committee is responsible for setting and reviewing the elements that comprise the remuneration package for executive directors and senior management. These currently comprise a base salary, performance related variable pay, pension arrangements and other benefits. The Committee sets the targets of the Long Term Incentive Plan (LTIP) for executive directors and senior management and for the Society's annual performance related pay scheme (PIPS) in which all staff members participate.
View the Remuneration Committee's Terms of Reference (PDF 84KB) Opens in a new window
Board Risk Committee
The members of the Board Risk Committee are Roger Burnell (Chair), Peter Ayliffe and Ian Geden.
The Committee assists the Board in fulfilling its oversight responsibilities for risk management across the Society, particularly:
- Oversees and advises the Board in relation to current and future risk exposures
- Satisfies itself on the design and completeness of the Society's internal control and assurance framework
- Reviews major initiatives to satisfy itself that any movement in risks remain within the Society's risk appetite.
View the Board Risk Committee's Terms of Reference (PDF 267KB) Opens in a new window
Nominations & Governance Committee
The Nominations & Governance Committee is composed exclusively of non-executive directors in accordance with CRD IV (article 88). Its members are Ian Pickering (Chairman), Peter Ayliffe, Ian Geden and Roger Burnell.
The Committee is responsible for making recommendations to the Board on matters relating to the composition of the Board and senior management appointments.
View the Nomination and Governance Committee's Terms of Reference
(PDF 26KB) Opens in a new window
Non-Executive Directors' Remuneration Committee
The members of the Non-Executive Directors' Remuneration Committee are Mark Parsons (chairs the Committee), John Lowe and Ian Pickering.
The Committee is responsible for considering and approving the remuneration of the non-executive directors (other than the Chairman).
View the Non-Executive Directors' Remuneration Committee Terms of Reference (PDF 212KB) Opens in a new window