The Board and its Committees

The Board

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, 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:

 

 

View the schedule of matters reserved to the Board

 

 

Board Committees

 

 

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 Iraj Amiri (Chair), Jo Kenrick, Shamira Mohammed and Martin Stewart.

 

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

View the Board Audit Committee's Terms of Reference

 

The Internal Audit Charter below is approved by the Board Audit Committee.

 

View the Internal Audit Charter

 

 

Remuneration Committee

 

 

The members of the Committee are Jo Kenrick (Chair), Gary Hoffman, Catherine Doran and Brendan O'Connor.

 

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 takes part in deciding his or her own remuneration.

 

 

View the Remuneration Committee's Terms of Reference

 

 

Board Risk Committee

 

 

The members of the Committee are Martin Stewart (Chair), Iraj Amiri, Catherine Doran and Brendan O'Connor.

 

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.

 

View the Board Risk Committee's Terms of Reference

 

 

Nominations & Governance Committee

 

 

The members of the committee are Gary Hoffman (Chair), Catherine Doran, Jo Kenrick and Martin Stewart.

 

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.

 

 

View the Nominations & Governance Committee's Terms of Reference

 

 

Non-Executive Director Remuneration Committee

 

 

The members of the committee are Steve Hughes (Chair), Lucy Becque, Gary Hoffman and Lee Raybould.

 

The Committee is responsible for considering and approving the remuneration of the Non-Executive Directors (other than the Chair).

 

 

View the Non-Executive Director Remuneration Committee's Terms of Reference

 

 

Would you like to join the Board?

 

 

Vacancies on our Board come up from time to time. If you’re interested in applying, please write to: General Counsel & Secretary, Coventry Building Society, Oak Tree Court, Binley Business Park, Coventry CV3 2UN.