The Board's role is to set the Society's culture and values, business strategy and risk appetite, to 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), 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 to its five Committees certain specialist matters. These are the Audit, Risk, Remuneration, Nominations & Governance and Non-executive Director Remuneration Committees. Each Committee has its own terms of reference.
Board Audit Committee
The members of the Committee are Roger Burnell (Chair), Ian Geden and Jo Kenrick.
The 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 the external audit process
The Internal Audit function's Terms of Reference below are approved by the Board Audit Committee.
The members of the Committee are Ian Geden (Chair), Catherine Doran and Jo Kenrick.
The Remuneration Committee is responsible for setting, reviewing and monitoring the Society's overall approach to remuneration for executive directors and senior management. The Committee sets the targets of the Executive Variable Pay Plan for executive directors and senior management and for the Society's annual performance related pay scheme (Success Share) in which all staff members participate.
No director or executive manager takes part in a discussion concerning his or her own remuneration.
Board Risk Committee
The members of the Committee are Roger Burnell (Chair), Peter Ayliffe and Catherine Doran.
The Committee assists the Board in fulfilling its oversight responsibilities for risk management across the Society. In particular, the Committee:
- Oversees and advises the Board in relation to current and future risk exposures
- Satisfies itself on the design and effectiveness of the Society's enterprise risk management
- Reviews major initiatives to satisfy itself that change in the Society's risk profile is within the Board's risk appetite.
Nominations & Governance Committee
The members of the Committee are Peter Ayliffe (Chair), Roger Burnell and Ian Geden.
The Committee is responsible for making recommendations to the Board on matters relating to the composition of the Board, senior management appointments and corporate governance.
Non-Executive Directors' Remuneration Committee
The members of the Committee are Mark Parsons (Chair) and Michele Faull.
The Committee is responsible for considering and approving the remuneration of the non-executive directors (other than the Chairman).