Corporate Governance

Newcastle Building Society is governed by a Board of Directors which is made up of both Executive and Non Executive Directors. The independent Non-executive directors help to bring impartiality into the decision making process (the term Non Executive director refers to those members of the Board who are not part of the employed management team but who provide a range of skills and experience to the Board).


 

There is a clear division of responsibility between the running of the Board (the Chairman’s role) and leading the Executive team responsible for the running of the Society’s business (the Chief Executive’s role). This helps to ensure that no one individual has unfettered powers of decision-making and influence.

We believe an effective board should not necessarily be a comfortable place. There should not only be adequate independent challenge but also teamwork, both of which are critical features. A culture of openness and transparency is engendered by the Society and all Non Executive Directors are encouraged to meet with members of the Executive team and to develop their knowledge of the Society’s business.

The Board recognises and embraces the benefits of having a diverse Board which utilises a range of factors including skills, industry experience, background, race, gender and the other qualities of its Directors. Giving specific regard to gender ratios, there were two female directors on the Board throughout 2016. It is important to note that all Board appointments are made on the basis of individual competence, skills and expertise measured against identified objective criteria. Appointment is therefore based on merit and the Board has not set any measurable objectives for diversity although the position will be kept under review.

The Board meets on a monthly basis, except in August and December. The Board delegates a number of authorities to various Board Committees and Subsidiary Company Boards.

In discharging its responsibilities to be accountable to the Society’s Members for the operation of the Society, the Board regards good corporate governance as extremely important. A revised UK Corporate Governance Code (the Code), issued by the Financial Reporting Council in September 2014 is addressed to publicly quoted companies, however, the Society’s Board considers it to be best practice to have regard to the Code when establishing and reviewing corporate governance arrangements. The latest Code applies to accounting periods beginning on or after 1 October 2014, and the Society had regard of this when it prepared its 2016 Annual Report and Accounts. If you would like more information, the Board publishes a detailed “Report of the Directors on Corporate Governance”. The latest one was included within the 2016 Annual Report and Accounts.

 

The terms of reference for the Board can be viewed here.