Directors’ Corporate Governance Report

Good corporate governance is essential to the Board of Directors’ commitment to running the Society’s business in the best interests of its members. Following publication of the updated UK Corporate Governance Code in April 2016, the Association of Financial Mutuals (AFM) published an updated Annotated version of the Code for Mutual Insurers (the Code) in September 2016. The Board considers that it complies with all of the principles and relevant provisions of the revised Code.

The Board’s role is to provide entrepreneurial leadership of the Society within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board sets the Society’s strategic aims and ensures that the necessary financial and human resources are in place to meet objectives and review management performance. In addition, the Board sets the organisation’s values and standards and ensures that its obligations to members and others are understood and met.

The Board has a general duty to ensure that relevant legislation and regulations are adhered to, and that proper accounting records and effective systems and controls are established, maintained, documented and audited to safeguard members’ interests. The Non-Executive Directors are responsible for bringing independent judgement to discussions held by the Board, using their breadth of experience and understanding of the business to constructively challenge and help develop proposals on strategy. The Non-Executive Directors’ Terms and Conditions of Appointment are available upon request.

There is a formal schedule of matters specifically reserved for the Board’s decision and a Corporate Governance Handbook sets out its responsibilities and the structure of delegation of authority by the Board to management.

The Board has established five principal Committees, under its overall authority, to deal with certain functions in detail.

Further details of the responsibilities and activities of these Committees are provided from page Board Committees.

The Board held 8 formal Board meetings in 2017, including a day devoted to the development of strategy. Each Board meeting includes a consideration of the Society’s performance against its strategic objectives, with corrective action proposed as required to ensure that the business remains on target to achieve them. In addition, the Non-Executive Directors met on one occasion without the Executive Directors and on a further occasion without the Chairman present. The attendance record during the year of Directors at formal meetings of the Board and its Committees is shown on page Board and Committee membership attendance record.