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Non-Executive Director Remuneration Committee's Terms of Reference


The Board has established a committee to be known as the Non-Executive Director Remuneration Committee (the Committee). The Committee derives its authority from the Board and is accountable to it. The main functions and responsibilities of the Committee are to assist the Board to fulfil its oversight responsibilities with specific regard to the remuneration, expenses, gifts and hospitality of the Non-Executive Directors.

Meetings and membership


The Chief Executive will chair the Committee.


The Committee shall comprise the Chief Executive, Chief Financial Officer and Chair of the Board.


Only Members of the Committee have the right to attend Committee meetings. Other individuals such as the HR Director and Head of HR Reward and external advisors may be invited to attend all or part of a meeting.


The General Counsel & Secretary or their nominee shall act as the Secretary to the Committee.


The Committee shall meet at least once a year and otherwise as required.


Meetings of the Committee will be quorate if there are present all three Members.

Reporting responsibilities

A summary of the minutes of each meeting will be submitted to the Board in the month following the meeting. In addition the Chair will report verbally to the Board after each meeting.

The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit or where action or improvement is needed.

Annual General Meeting

The Chair of the Committee or another of its members will attend the Society’s Annual General Meeting to answer any questions on matters falling within the Committee’s remit.


  1. To review the fees paid to the Deputy Chair and Non-Executive Directors within the terms of the Rules.
  2. To make recommendations to and seek approval from the Board for any changes to fees.
  3. To review the Non-Executive Director Expenses Policy and recommend any changes to the Board.
  4. To review the Non-Executive Director gifts and hospitality reports.

Other matters

The Committee shall:

  • have access to sufficient resources in order to carry out its duties;
  • give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code 2016 and the requirements of the Prudential Regulation Authority and the Financial Conduct Authority and any other applicable rules, as appropriate
  • review its own effectiveness periodically and terms of reference annually, and recommend any changes deemed necessary to the Board for approval.


The Committee is authorised to by the Board to obtain, at the Society’s expense, external legal or other professional advice on any matters within its terms of reference.