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 Chair’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 always be a comfortable place. There should not only be supportive teamwork, but also appropriate, robust and independent challenge, both of which are critical features in the operation of the Board. 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, socio-economic background and the other characteristics, experience and qualities of its Directors.
Giving specific regards to gender ratios there are two female Directors on the Board, namely Anne Shiels and Karen McDonagh Reynolds.
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 against objective criteria and no candidate for Board membership shall be discriminated against on the basis of gender, race, ethnic origin, disability, sexual orientation, religion, socio-economic background or any other characteristic.
Board 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 January 2024 is addressed to listed companies. The Prudential Regulation Authority expects all building societies to have regard to the Code and the Society's Board considers it best practice to consider the Code when establishing and reviewing our corporate governance arrangements.
The 2024 edition of the Code applies to financial years beginning on or after 1st January 2025, and therefore the Society has regard to it when preparing its Annual Report and Accounts.
The following documents can be viewed below:
- The Board's Terms of Reference (PDF, 304 kB)
- The Diversity of the Board Statement (PDF, 144 kB)
- Society Memorandum (PDF, 1 MB)
- Society Rules (PDF, 2 MB)
- To provide leadership to the Board of Directors;
- To promote the principles of good corporate governance;
- Together with the other Board of Directors, ensure that the Board takes collective responsibility for the sustainable and long-term success of the Society by ensuring a challenging strategic plan is in place, along with a sound framework for risk management;
- To ensure the Board comprises members with the appropriate skills, independence, experience and knowledge to enable it to discharge its duties and responsibilities effectively.
- To clearly define, promote and sustain, in agreement with the Board, the Society’s purpose, strategy and culture;
- To provide leadership to the Executive Team and colleagues at all levels of our Group and to motivate and inspire them to do the best for our Society;
- Together with the support of other Executive members and the wider Board, ensure that a robust and challenging strategic plan is in place that will support the long-term success of the Society;
- Together with the support of the other Executive members, direct and coordinate the management of the Group’s operations;
- Together with the other Executive Team members, and the support of the Executive Risk Committee, to monitor the Group's risk profile and performance and oversight of the Group's risk management committees;
- To establish and maintain effective working relationships with regulators, the Government, industry sector analysts, trade organisations and the media and strategically influence and lobby these bodies, as and when appropriate, in the best interests of the Group;
- To promote the interests of the Society’s key stakeholders – Members, colleagues, clients and the communities in which it operates;
- To promote the Group, its good corporate image and social standing in the UK financial services industry.
- To support the Society Chair, to ensure they are successful in achieving their objectives;
- To lead on an annual review of the performance of the Chair;
- Available to support directors if they have concerns where the usual channels have failed to resolve these issues or for which such contact may not be appropriate;
- Acts as a trusted intermediary for other Directors when necessary.
