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Notice is hereby given that the 147th Annual General Meeting of the Melton Mowbray Building Society will be held on 26 April 2023 at Mutual House, Leicester Road, Melton Mowbray, Leicestershire, LE13 0DB at 10.00am for the following purposes:
1 To receive the Auditors’ Report for the year ended 31 December 2022
2 To receive the Directors’ Report, Annual Accounts and Annual Business Statement for the year ended 31 December 2022
3 To consider and, if thought fit, pass an ordinary resolution to re-appoint BDO LLP as Auditor until
the conclusion of the next annual general meeting
4 To consider and, if thought fit, approve the report on the Directors’ remuneration
Election of Directors
5 To consider and if thought fit:
a To elect Elizabeth Anne Lockwood
b To re-elect Susan Margaret Douthwaite
c To re-elect Jonathan George Farrington
d To re-elect Andrew John Lumby
e To re-elect Judith Anne Mortimer Sykes
f To re-elect Fiona Ann Pollard
g To re-elect Simon James Taylor
h To re-elect Simon George Thomas
By order of the Board of Directors
D R Watts – Society Secretary
13 March 2023
To register your interest in joining the AGM by Microsoft Teams please e-mail firstname.lastname@example.org
1 These notes form part of the notice of meeting.
2 Re-election/Election of Directors
The Board is committed to complying with best practice in corporate governance. So in line with the UK Corporate Governance Code, all the Society’s Directors are standing for election or reelection at the AGM. The biographical details of all Directors are set out on pages 8 to 10 of the “Summary Financial Statement” document.
The details include their skills, experience and qualifications and why their contributions are, and continue to be, important to the Society’s long-term sustainable success. The Board confirms that all the Directors seeking election or re-election continue to be effective with a strong commitment to the role.
Non-Executive Directors can serve up to a maximum of three three-year terms. Any extension is subject to a rigorous review, and be explained giving due consideration to the continuing independence and objectivity of the Non-Executive Director. The Remunerations & Nominations Committee makes recommendations to the Board concerning the re-appointment of any Non-Executive Director at the conclusion of their specified term of office, having due regard to their performance and ability to continue to contribute to the Board in light of the required knowledge, skills and experience.
The Board is mindful of the UK Corporate Governance Code recommendation that a Chair of the Board should not remain in post beyond nine years from the date of their first appointment to the Board.
Subject to her successful re-election at this year’s AGM, the Society’s Chair of the Board, Fiona Pollard, will, in October 2023 have completed nine years as a non-executive director. She was first appointed to the Board as a Non-Executive director in October 2014 and was first elected by members at the 2015 AGM. She was appointed to the position of Chair of the Board in 2021. In line with the UK Corporate Governance Code, Fiona had intended to step down from the Society’s Board at the 2024 AGM.
However, the Society has asked Fiona to extend her term of office and is pleased to report she has agreed to remain as Chair until no later than the 2025 AGM (subject to re-election by members at the 2023 and 2024 AGMs). The Code allows for an extension of the Chair’s tenure for a limited time to support effective succession planning and the development of a diverse board. Extending Fiona’s tenure as Chair would enable her to conclude her oversight of several ongoing strategic projects that are nearing completion. It would also help make a smooth transition to a new Chair in due course. The Society’s regulator, the PRA, has been informed of the proposal and considers it sensible, particularly with the various strategic projects under way in the Society.
The Board considers that Fiona’s skills and experience are fundamental to the Society in helping to deliver the successful completion of various strategic projects over the next 18 months and that her ongoing contribution continues to be extremely valuable. The Board therefore recommends her re-election.
The Society’s new Chair of Risk, Elizabeth Lockwood joined the Board in 2022 and seeks election.
The Board has considered (in the absence of each relevant director) that the performance of all directors seeking election and re-election at the AGM continues to be effective and they demonstrate the necessary commitment to the role.
3 How to get a copy of the rules
Copies of the Society’s Rules may be obtained from the main office, one of our branches or the Society’s website.
4 How to appoint and use a proxy
If you are unable to attend and vote at the meeting, you may appoint a proxy to attend and vote for you by using the enclosed proxy voting form or by completing it online.
You may appoint the Chair of the meeting or anyone else as your proxy. Your proxy does not have to be a member of the Society. Your proxy may vote for you at the meeting but only on a poll. A poll is a formal written vote, for example, the election of directors will be by poll. Your proxy may speak at the meeting and may demand or join in demanding a poll.
You may instruct your proxy how to vote at the meeting. Please read the instructions on the proxy voting form. To be valid, proxy voting forms must be signed and returned (or submitted electronically) so as to reach Civica no later than 5.00 pm on 21 April 2023.
5 Voting qualifications
You can vote if you:
a) are at least 18 years old on 26 April 2023; and
b) (i) held shares to the value of not less than £100 in the Society on 31 December 2022 and have continued to hold shares at all times between 31 December 2022 and the voting date; or
(ii) owed the Society not less than £100 in respect of a mortgage debt on 31 December 2022 and owe the Society not less than £100 in respect of a mortgage debt on the voting date;
c) are the only or the first named account holder in our records for the relevant share or mortgage account.
The ‘voting date’ referred to above is:
a) 21 April 2023 if you are voting by proxy (whether using the enclosed form or completing it online); or
b) 26 April 2023 if voting in person at the meeting.
6 In addition, you can vote only once as a member, irrespective of the number of mortgage and savings accounts you hold and whether you hold accounts in different capacities (for example, on your own behalf and as a trustee).
a) We ask shareholding members attending the meeting to produce their passbooks or other evidence of membership.
b) We ask borrowing members attending the meeting to have their account number available as evidence of membership.
c) If you are appointing a proxy, other than the Chair of the meeting, to attend the meeting and vote on your behalf, please make sure that your proxy brings an appropriate form of identification to the meeting.