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Board of Directors

TERMS OF REFERENCE

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Composition: The Board currently comprises 6 Non-Executive Directors and 2 Executive Directors elected by the Members.  The Board shall elect one of the Non-Executive Directors to be chair and another to be vice-chair.

Meetings: The Board shall meet for the dispatch of business as often as it shall find necessary.  At present this is monthly with the exception of August.

Quorum: Four members of the Board at a duly convened meeting shall be a Quorum.

Minutes: Minutes shall be circulated promptly to all members of the Board.

 

Regulatory Matters

High level monitoring and responsibility for legal and regulatory governance of the Society and its subsidiaries.

Ongoing review of whether all persons undertaking Significant Management Functions, or acting as a Notified Non-Executive Director, remain fit and proper to do so.

Appointment of an individual to act as Significant Management Function 1 (Chief Executive) for the Society.

Challenge, review and approve the key regulatory documents on an annual basis, which includes but is not restricted to, the Internal Capital Adequacy Assessment Process (ICAAP), Risk Appetite Statement & Risk Policy, Stress Testing Policy, Internal Liquidity Adequacy Assessment Process (ILAAP), Conduct Risk Policy, Contingency Funding Plan (CFP) and the Recovery and Resolution Plan (RRP). The Board is ultimately accountable for these policies following consideration and recommendations from the Assets and Liabilities Committee and the Risk Committee.

Annual review of a report by the Money Laundering Reporting Officer on the Society’s and its subsidiaries compliance with Money Laundering requirements.

Approval of any changes and at least annual review and reaffirmation of all Board Policy Statements.

Performance Management

Annual review of the Society’s status as a mutual organisation, confirming that this remains in the best interest of members.

Approval of the long term strategy of the Society and its subsidiaries.

High level monitoring of the performance of the Society and its subsidiaries, through written reports from executive management and other management information, including key performance indicators.

Approval of all new initiatives.  Approval of changes to the details of existing savings and mortgage product types is delegated to the Assets and Liabilities Committee and the Executive.

Structure & Governance

Appointment of the Chairman and the Vice-Chairman of the Society Board on an annual basis

Consideration of recommendations for the appointment or removal of any Non-Executive Directors of the Society made by the Remuneration & Nomination Committee and approval as appropriate.

Receipt of a report from the Remuneration & Nominations Committee on succession planning for the Board and senior management of the Society and its subsidiaries

Approval of the recommendation for the appointment or removal of any of its Significant Management Function holders. Any formal appointment will be subject to the prior approval of the FCA and PRA.

Approval of the recommendations for the appointment or removal of an individual to act as an Executive Director of the Society. Any formal appointment will be subject to the prior approval of the FCA and PRA.

Approval of the recommendation for the appointment or removal of the Secretary of the Society made by the Society’s Chief Executive

Approval of the recommendations of the Remuneration & Nominations Committee in relation to the remuneration and other benefits of the Executive Directors [and other Senior Management] of the Society

Approval of the recommendation of the Boards of regulated subsidiary companies of the appointment of an individual to act as the controlled function CF3 (Chief Executive) for that company.  Any formal appointment will be subject to the prior approval of the FCA and PRA.

Strategy and Planning

Approval of the long term strategy of the Society and its subsidiaries, focussing quarterly on the key delivery components of financial performance, customer experience and outcomes; risk management and controls.

Approval of the proposed corporate plan and budgets put forward by the Society and its subsidiaries.

The overall approval, monitoring and review of the major risks facing the Society and its subsidiaries and establish the appropriate controls to mitigate those risks.

Procedures

Annual review of the Board Procedure Manual, including any proposed amendments.

Annual review and approval of the delegation of authorities.

Approval of the establishment of any new or disbanding Board Sub-Committees.

Approval of the appointments of individuals to Board Sub-Committees.

Approval of the terms of references of the Board Sub-Committees.

Approval of changes to the share structure of the Society

Approval of the Pillar 3 Disclosures Document.

Agreement and recommendation to the members of any changes to the Memorandum and Rules of the Society.

Agreement and recommendation to the members of the Society of any proposed change to the name of the Society.

Expenditure

Approval of capital expenditure over certain designated limits.

Delegated Authorities

Approval of the range of delegation of authorities and responsibilities to individuals and Board Sub-Committees.

External Auditors

Considering any proposed change in the external auditors to the Society and its subsidiaries.

Approval of the remuneration of the external auditors.

Other Matters

Discussion of any proposed new business initiatives, including the formation of or disposal of a subsidiary undertaking.

Approval of any programme for or single issuance of long term debt by the Society or any of its subsidiaries.

Approval of the initiation and response to any litigation or proceedings in respect of the Society and its subsidiaries.

Receipt of declarations of interest by Directors in relation to the Building Societies Act.

Approval of the annual report and accounts, including the Chairman’s Statement and Directors’ Report.

Annual Self-Assessment Review

Conduct an annual review of the Board effectiveness and governance arrangements where, at least triennially, such review is facilitated by an external party.