Annual report and accounts 2009 (PDF) - Coventry Building Society

APPOINTMENTS TO THE BOARDThe appointment of new directors is considered by theNominations and Governance Committee which makesrecommendations to the board. In accordance with Rule 25 ofthe Society’s Rules, all directors are subject to election bymembers at the AGM following their appointment or, whereapplicable, at the next following AGM. In addition, all directorsmust receive approval from FSA as an Approved Person inorder to fulfil their controlled function as a director.Under Rule 26, directors have to submit themselves for reelectionat least once every three years.BOARD COMMITTEESThe board has established a number of committees that havetheir own terms of reference. Details of the principal boardcommittees, including their membership, are set out below.AUDIT COMMITTEEThe committee consists of:Ian Pickering, Chairman of the committeeBridget Blow, non-executive directorRoger Burnell, non-executive directorIan Geden, non-executive directorThe Chairman of the committee, Ian Pickering, has recent andrelevant financial experience and is a Chartered Accountant.The responsibilities of the committee comply with theprovisions of the Smith Guidance on Audit Committees. Themain function of the committee is to assist the board infulfilling its oversight responsibilities with specific regard to:monitoring the integrity of the half-year and annualfinancial statements and any formal announcementsrelating to financial performance, focusing particularlyon financial reporting judgements contained in them;reviewing the adequacy of systems of internal controland risk management processes;assessing the effectiveness of internal audit;considering compliance with relevant laws andregulations;reviewing the performance of external auditors andoversees the appointment by the Society of the externalauditors for non audit work; andmaking recommendations to the board on theappointment, re-appointment or removal of externalauditors and the amount of their remuneration.During 2009 the committee met six times and, amongst otherthings, considered reports on:the Society’s risk management framework and systemsof internal control;the integrity of financial statements;operational risk related matters;compliance with laws and regulations, includingadherence to Money Laundering Regulations; andthe activities and performance of the internal andexternal auditors.Reports were provided by the finance, internal audit,operational risk and compliance functions and the externalauditors.The committee also completed a thorough self appraisalexercise in 2009 and considers that it has met itsresponsibilities and performed its duties with appropriatelevels of care and expertise.NOMINATIONS AND GOVERNANCECOMMITTEEThe committee consists of:David Harding, Chairman of the Societyand Chairman of the committeeBridget Blow, Deputy ChairmanDavid Stewart, Chief ExecutiveThe committee is responsible for making recommendations tothe board on matters relating to the composition of the board(including board succession planning, the appointment of newdirectors, the re-appointment of retiring directors, theappointment of non-executive directors to committees of theboard and executive director and senior managementsuccession planning).The committee is responsible for appraising the performanceof the board and its committees as well as of individualdirectors. The performance of the Chairman is reviewed bythe board excluding, for this purpose, the Chairman.23