Corporate Governance

The Annotated Combined Code

The Society’s Board of Directors is committed to reaching and retaining a high level of corporate governance and has adopted the Annotated Combined Code for Mutual Insurers. The Board has implemented such requirements of the Combined Code deemed appropriate and practical and will explain any areas of non-compliance. It does not consider that its governance falls short of any of the requirements to such an extent that there exists an adverse and material departure from the provisions which would lead to a significant failure in ongoing control. The roles of the Chairman and the Chief Executive are separate with a clear division of responsibilities. All Board members are subject to rigorous annual appraisal and re-election at three yearly intervals. There are currently ten members of the Board; five have served for more than nine years. The Board considers that those five members have retained their independence in attitude and application. The remaining members meet the definition of independence set out in the code.

Board Members

Paul Mather – Chairman

Paul, aged 60 was elected to the Society’s Board of Directors in 1992. He is a former Director of BNP Paribas Real Estate and has 30 years experience of working in the City of London.

Andrew Wilman – Vice-Chairman

Investment & Finance Committee Chairman Andrew, aged 58 was elected to the Board of Directors in 1992 and has been a member of the Society for 41 years. Although he trained as an accountant, he recently retired from the North Yorkshire Police.

Neville Lacey – Audit & Risk Committee Chairman

Neville, aged 62 was elected to the Board of Directors in 2006. He is a Chartered Accountant and senior director of a firm of chartered accountants in Chichester. He has been advising boards of various companies on corporate governance compliance and also advises and reports on audit matters to audit committees of those companies. Neville was treasurer and director of a nationally known theatre for five years.

Emma Pleasance – Senior Independent Director

Emma, aged 45 was appointed to the Board of Directors in March 2008. She has a background in marketing and now runs a successful equestrian training and consulting business.

Susan Pyle – Nomination & Resource Committee Chairman

Susan, aged 53 was elected to the Board of Directors in 2004. She was called to the Bar in 1985 and has been practising as a Barrister for over 20 years. She was elected Chair in 2015 in succession to John Lant.

John Reynolds

John, aged 68 was elected to the Board of Directors in 1972 and was Chairman of the Society from 1987 to 1994. He recently retired as a Dental Surgeon and having worked previously in General Dental Practice and in the Dental Reference Service of the NHS.

Nick Grainger

Nick, aged 35 was appointed to the Board of Directors in February 2015. A qualified actuary who has many years of experience within the Financial Services sector.

David Thompson

David, aged 55, was appointed Chief Executive in 2007 and elected to the Board of Directors in 2010. He is a Chartered Accountant and has experience in the financial services sector for over 16 years. He is a former Chairman of the Holloways Society Committee.

Board of Directors Terms of Reference

To bring an independent judgment to bear on issues of strategy, performance, resources, including key appointments, and standards of conduct. Requirements: To be independent of management and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment. To be competent and reliable persons able to achieve those objectives in a satisfactory manner. Responsibility: There is a joint and several responsibility for each member of the Board to ensure that the Board fulfils its obligations and controls its strategy, performance and resource plans. A member of the Board is responsible for ensuring that arrangements are made for the fulfillment of the Society’s statutory duties and may be liable to penalties should the Society fail to do so. To ensure that the person appointed as Chief Executive has the requisite knowledge and experience to discharge the functions of the office. To ensure that the Secretary is charged with the duty of complying with the statutory requirements and is a competent and reliable person able to discharge those duties satisfactorily.

Committees Executive

Membership of the Executive Committee consists of the Chairman, Vice Chairman, Chief Executive and any other Board members deemed appropriate from time to time. It is authorised to act on behalf of the Board of Directors but always subject to their actions being ratified by that Board in due course.

Audit & Risk

This Committee reviews and reports to the Board of Directors on the integrity of the financial statements, the adequacy of the Society’s systems of business risk and control including the adequacy and accuracy of reports made to the Board of Directors and the Financial Conduct Authority. It receives external and internal auditor’s reports and reports to the Board of Directors on the adequacy of the inspection programme together with recommendations for improvements or changes. The Committee considers annually the performance and cost effectiveness of the Internal auditors and make recommendations where necessary. The Committee consider each year the effectiveness of the performance of the external auditors and in particular the technical competence, service delivery, cost effectiveness, independence and objectivity taking into consideration UK professional and regulatory requirements. Moore Stephens LLP were appointed as external auditors in 2008 following a competitive tender. The fees for audit service are considered annually by the Board. Meetings are held twice a year but provision is made to meet as needed. It also manages the process of the Board, Chairman, Committee and Board members annual evaluation.

Nomination & Resource

This Committee reviews the structure, size and composition of the Board of Directors giving full consideration to succession planning for the Board and senior management. It is responsible for identifying and nominating candidates to fill vacancies on the Board and its Committees. It also quantifies the resource requirements of the Society against the targets set in the Business model. Meetings are held twice a year but provision is made to meet as needed.

Investment & Finance

This Committee ensures that the acquisition and disposal of assets is reviewed in line with the strategy laid down by the Board of Directors and with the fund manager with reference to performance, future opportunities and targets. It ensures the financial management of the Society is reviewed in line with the Business model. The Committee meets at least four times a year.

Committees Terms of Reference

To ensure that the appropriate information is obtained and supplied to the Board of Directors. To receive reports from management and the Society’s advisers and report to the Board of Directors on the adequacy of these reports. To make recommendations for improvements or changes. Requirements: To be a member of the Board of Directors. To be free from any business or other relationship which could materially interfere with fulfilling those obligations. Responsibility: The Committee Chairmen are responsible for the submission of reports to the Board of Directors. The Committee shall meet at such frequency as determined by the Board of Directors.

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