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Corporate Governance

The Board is accountable to the Society's members for the operation of the Society and places the highest priority on good corporate governance. The Board applies the principles of the UK Corporate Governance Code Opens new website in another window, (the Code) and the BSA Guidance for Building Societies on the Code Opens new website in another window. The Board has considered the requirements of the Code and will continue to comply in a manner which is proportionate to the Society's size and scale.

The Board has published a detailed Directors' Report on Corporate Governance in the Annual Report and Accounts for 2015 (PDF 2MB) Opens in a new window. The Annual Report and Accounts and Pillar 3 Disclosures (PDF 2MB) Opens in a new window outline the impact on the Society of these new requirements for capital and leverage. The Society's headline CRD IV disclosures can be found here.

The Board

Ian Pickering, Chairman

Ian Pickering joined the Board as a non-executive director in 2005 and was appointed Chairman of the Board on 1 January 2013. He is also Chairman of the Nominations and Governance Committee and a member of the Remuneration Committee, and the Non-Executive Directors' Remuneration Committee.

A graduate of Cambridge University, Ian is a qualified Chartered Accountant and for the past 10 years has held a number of non-executive directorships. He started his career as an auditor, working principally in financial services. He then spent 20 years in senior positions in the engineering industry, including at Dennis Group plc and Manganese Bronze Holdings plc.

The Board

Janet Ashdown, Non-executive Director

Janet Ashdown joined the Board as a non-executive director in September 2013. She is a member of the Remuneration Committee and the Board Audit Committee.

Janet worked for BP for 30 years until 2010, with experience in the UK and overseas. Her last role in BP was as head of BP's UK retail and commercial fuel marketing and supply business. She also spent over 10 years in BP's oil global trading business as a trader and trading manager. On leaving BP Janet became chief executive of Harvest Energy, a UK-based oil distribution and marketing business. She is currently a non-executive director of SIG plc, Marshalls plc (both members of the FTSE 250) and of the Nuclear Decommissioning Authority.

The Board

Peter Ayliffe, Deputy Chairman

Peter Ayliffe joined the Board as a non-executive director in May 2013. He is a member of the Board Risk Committee and the Nominations and Governance Committee.

Peter was president and chief executive officer of Visa Europe from March 2006 to September 2013. Prior to joining Visa Europe, Peter spent over 30 years in retail banking and was for the last two of those years a main board director at Lloyds TSB with responsibility for the UK retail bank. He has also been a member of the board of Investors In People (UK), Visa International and Visa Europe and president of the Chartered Management Institute. Peter is currently chairman of Monitise plc and a trustee of the charity Pennies.

The Board

Roger Burnell, Senior Independent Director

Roger Burnell joined the Board as a non-executive director in 2008. Roger is the Society's Senior Independent Director, is Chairman of the Board Risk Committee and Chairman of the Board Audit Committee and a member of the Nominations and Governance Committee.

Roger is a Chartered Accountant with over 35 years' senior executive and non-executive experience. He worked for several businesses within Thomson Travel Group before becoming group chief operating officer and has also been chairman of a number of businesses and senior independent director of Thomas Cook Group.

The Board

Ian Geden, Non-executive Director

Ian Geden joined the Board as a non-executive director in 2008. Ian is Chairman of the Remuneration Committee. He is also a member of the Board Risk Committee and the Nominations and Governance Committee.

Ian has over 30 years' experience in the financial services sector, primarily in the mutual sector, including NFU Mutual where he was chief executive before retiring at the end of 2008. Ian was also vice chairman of the Association of British Insurers (ABI) and chairman of the Association of Mutual Insurers. Ian is a non-executive director of Faraday Underwriting Limited.

The Board

Mark Parsons, Chief Executive

Mark Parsons joined the Board as Chief Executive in July 2014. Mark is also Chairman of the Non-Executive Directors' Remuneration Committee.

Mark was previously chief financial officer for retail and business banking at Barclays Bank. Mark worked at Barclays for eight years, having joined as managing director of the home finance division of the UK retail bank. He later served as deputy chief executive of the UK retail bank.

Mark is a graduate of Sheffield University and a Chartered Global Management Accountant. His career spans 30 years in retail financial services, having worked at Abbey National and PwC prior to Barclays Bank PLC, in leadership roles covering finance, products, branches and personnel. He has previously served as deputy chairman of the Council of Mortgage Lenders.

The Board

John Lowe, Finance Director, Executive Director

John Lowe joined the Board as Finance Director in 2010. John is a member of the Non-Executive Directors' Remuneration Committee.

John joined the Society in 2007, initially to manage the Corporate Planning and Product Development functions, before assuming the role of Deputy Finance Director in 2009. A graduate of Oxford University, John is a Chartered Accountant and, since qualifying with Deloitte, has over 18 years' experience of financial services gained across a broad range of businesses.

The Board

Peter Frost, Chief Operating Officer, Executive Director

Peter Frost joined the Board in November 2012 as the Society's Chief Operating Officer and has responsibility for all aspects of the Society's operations, including IT and Change.

A graduate of Liverpool University, Peter has over 25 years' experience in financial services. Prior to joining the Society, Peter worked at Barclays Bank PLC where he was operations director for the UK retail bank. Before this he had a number of positions at Woolwich Building Society and Woolwich plc. Peter has also held a number of non-executive directorships including roles at Vaultex and iPSL.

The Board

Catherine Doran, Non-executive Director

Catherine Doran joined the Board as a non-executive director in August 2016. She is a member of the Board Audit Committee and the Remuneration Committee.

Catherine is an experienced IT executive who has worked for regulated businesses for 30 years, latterly as chief information officer of Royal Mail plc from 2011 to 2015. Previous posts have included six years at National Westminster Bank plc, most recently as head of department, retail services; three years as chief information officer of Capital One; two years as chief information officer, BT Retail; and five years at Network Rail rising to director of corporate development. Catherine is also a non-executive director at Defra.

The Board

Alasdair Lenman, Non-executive Director

Alasdair Lenman joined the Board as a non-executive director in November 2016. He is a member of the Board Audit Committee.

Alasdair began his career at Mars where he qualified as an accountant, before moving to Centrica. His financial services experience started with the move to Lloyds TSB in early 2006, initially as the finance director of the insurance division before moving to a general management position.

He then transferred into retail banking where he was finance director, initially for mortgages before assuming responsibility for all retail products, through the financial crisis and the HBOS integration. He joined BGL Group in 2012 becoming chief financial officer, before leaving in 2016 to take up his current role as group chief financial officer of peer to peer lender Wellesley & Co.

The Board and its Committees

The Board

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:

Board Committees

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

Remuneration Committee

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

CRD IV disclosures

CRD IV Opens new website in another window is an EU legislative package covering prudential rules for banks, building societies and investment firms. The Annual Report and Accounts (PDF 2MB) Opens in a new window and Pillar 3 Disclosures (PDF 2MB) Opens in a new window outline the impact on the Society of the new requirements for capital and leverage. Certain matters under the Directive are required to be disclosed. These disclosures are as follows:

  • Article 88(2)(a) requires nomination committees to decide on a target for the under-represented gender on the Board and a policy as to how to reach that target. As part of its terms of reference, the Nominations & Governance Committee reviews diversity on the Board. The Society has set a target of 25% female directors by December 2017. The percentage as at 31 December 2015 is 20%. In order to reach the target the Society has a development programme that includes a Leadership Academy, to develop a more diverse talent pool from within the Society for senior positions, and mentoring. It also works with a recruitment agency experienced and successful in the identification of female executives with the potential to be effective Board members.
  • Article 92(2)(g) deals with the policy relating to the relationship between fixed and variable pay. In the Society, the annual PIPS and LTIP award added together are currently limited to a maximum of 60% of fixed pay, which is within the fixed to variable remuneration cap defined in CRD IV.

Coventry Building Society is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (firm reference number 150892 www.fca.org.uk Opens new website in another window). This site is intended for UK residents only. Coventry Building Society. Registered Office: Economic House, PO Box 9, High Street, Coventry CV1 5QN.

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