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 characteristics, experience and qualities of its Directors. Giving specific regard to gender ratios, there were two female directors on the Board in 2019, Karen Ingham and Anne Shiels. 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.

Meetings take place on a monthly basis, or such other time as required, to carry out the Group’s business. The Board does not normally meet in August or 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. The revised UK Corporate Governance Code (the Code), issued by the Financial Reporting Council in July 2018 is addressed to companies with a premium listing, although the Society’s Board considers it to be best practice to have regard to the Code when establishing and reviewing corporate governance arrangements. The Code applies to accounting periods beginning on or after 1st January 2019, and therefore the Society had regard to  this when it prepared its 2019 Annual Report & Accounts.

The following documents can also be viewed below:

Chairman's Role Profile
Chair of the Remuneration Committee and Senior Independent Director's Role Profile
Chief Executive's Role Profile
The Board's Terms of Reference