Board Terms of Reference
1.0 Composition of the Board
1.1 The composition of the Board is in accordance with Rule 12 of the Society.
1.2 A clear majority of directors should be non-executive, with at least one executive, the Chief Executive, a member of the Board.
1.3 It is not deemed appropriate under the Interim Prudential Sourcebook 3.4.4 for an Executive to remain as a non-Executive board member after his/her retirement. The contracts of any Executive Director, to specify that they cease to be Directors of the Society when they leave Executive office.
1.4 The Chairman, in conjunction with the Board, will develop a composition plan that is suitable for it to direct all activities.
1.5 The Board will formally review its composition annually or, if felt appropriate, when considering a major new activity.
1.6 The contract of any appointment at Executive Director or Executive level to be for a maximum of one year.
1.7 The Chairman, in full consultation with the Board, will develop a succession plan for the role of Chairman and will be responsible for ensuring that there are satisfactory procedures in place to ensure succession, albeit temporarily, for key executive posts.
1.8 Board succession planning will be reviewed in November each year. The Executive/Senior Management succession plan will be reviewed annually as part of the Manpower plan.
1.9 Rules 13 and 14 of the Society apply with regard to Directors eligibility and qualifications.
1.10 The Chairman must not hold an Executive post within the Society.
2.0 Election of Directors
2.1 Directors are elected in accordance with Rule 13; casual vacancies being filled in accordance with Rule 25. One third of the Directors retire by rotation as stated in Rule 26. A Director must stand for re-election at least every 3 years.
2.2 The normal procedure for identification and recruitment of non-Executive Directors will, after having first established a personal specification taking into account any perceived skills gap, be by making formal enquiries through a variety of sources.
2.3 Consideration will also be given as to whether to advertise the vacancy, both to the Membership as a whole and/or in the regional media.
2.4 The Nominations Committee, consisting of at least four Board members the majority of which must be non-executive Directors, nominated by resolution of the Board, will constitute a selection committee and will make recommendations to the main Board.
2.5 Terms for new non-Executive Directors to be for 3 years renewable (non contractual) with a review of performance/suitability being carried out after year one.
2.6 The appointment would normally be expected to be for no more than three terms of three years each after the first confirmation of their appointment at an Annual General Meeting, this subject however to retirement at the Annual General Meeting following a persons 65th Birthday. There should however be no expectation that they will remain on the board with automatic re-election. There will be no compensation for loss of office.
2.7 The criteria under which a Director shall cease to hold office are detailed in Rule 24.
2.8 The Board may consider an appointment to the Board for a limited period, subject to continuing re-election under the Society's rules.
2.9 It is the responsibility of the Chairman to review the performance and contribution of each Director and he should take soundings from all other Directors to assist him in this task.
2.10 This performance review will take place in the months prior to the November Board Meeting.
2.11 At the November Board Meeting the names of those Directors to be nominated for re-election at the following year's AGM will be confirmed.
3.0 Appointment of Chairman & Vice-Chairman
3.1 The Chairman and Vice-Chairman retire annually and the positions are filled at the first Board Meeting after each Annual General Meeting in accordance with Rule 15.
4.0 The Board
a) The Board is responsible for exercising all those powers of the Society that are not, by the Statutes or the Rules, required to be exercised by the Society in general meeting - Rule 12(2).
b) The Committees of the Board are:
Asset & Liability Committee
Audit Committee
Commercial Lending Credit Committee
Remuneration Committee
Nominations Committee
Special ad hoc Committees
5.0 Meetings
| Who | When |
|---|---|
Main Board |
Monthly, normally on the third or fourth Tuesday in the month. |
Asset & Liability Committee |
Monthly, plus ad hoc as necessary. |
Audit Committee |
As required (4 meetings each year). |
Commercial Lending Credit Committee |
Monthly, plus ad hoc as necessary. |
Remuneration Committee |
As and when required, at least once annually. |
Nominations Committee |
At least twice a year and otherwise as required |
Special Committee: |
These are formed if there is any special need or one off requirement. |
6.0 Agenda & Minutes
6.1 An agenda, together with various management information and reports as appropriate, is circulated to members of the Board prior to each meeting and Minutes are circulated following the meeting. Copies of all papers tabled are retained by the Secretary.
6.2 The Minutes are typed into a loose leaf book with numbered pages, each page being initialled and the last sheet signed and dated by the Chairman at the meeting at which they are presented.
6.3 Board decisions and policies shall be decided by resolution approved by a majority vote. It shall be the right of a Director, where he considers it necessary, to have his objection to any resolution passed by the Board noted within the Minutes.
6.4 The Directors are under a duty to disclose any interest they may have in any contracts or proposed contracts with the Society.
6.5 It shall be the duty of every Board member to disclose any interest in any loan application by Directors, or persons connected with them, as defined by the Building Societies Act. Approval of any such loan which falls within normal lending criteria must be by an Executive Director. Any loan application which falls outside the Society's normal lending policy must be referred to the full Board for approval.
6.6 Minutes are maintained of all Committee meetings and are circulated to all Directors and form an agenda item at the next full Board Meeting.
7.0 Quorum
7.1 Three members of the Board to constitute a quorum, one of whom must be a non-Executive Director.
8.0 Voting
8.1 Voting on matters arising shall be decided by simple majority. In case of an equality of votes the Chairman of the Meeting shall have a casting vote, whether or not he shall have voted already.
9.0 Notice of Meeting
9.1 Two days clear notice in writing of any special meeting of the Board must be given to each director.
10.0 Validity of Acts
10.1 A resolution in writing signed by all the members of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board.
11.0 External Advice
11.1 The Board, and particularly the Audit Committee, shall have access at all times to the Society's external auditors and through the Secretary, the right to request independent professional advice, at the Society's expense, in the furtherance of their duties for the Society.
