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

CORPORATE GOVERNANCE(continued)REMUNERATION COMMITTEEThe committee consists of all of the non-executive directorsof the Society and is chaired by Bridget Blow, DeputyChairman and Senior Independent Director.The committee is responsible for considering and approvingthe remuneration of executive directors and seniormanagement and also sets targets for the Society’sperformance related bonus scheme in which all staffmembers participate. Further details of the committee, theremuneration policy and directors’ service contracts can befound in the Directors’ Remuneration Report on pages 25and 26.The Combined Code states that the RemunerationCommittee should set the remuneration of the Chairman.However, the board believes that it is more appropriate forthe remuneration of the Chairman to be set and reviewed inthe same manner as that used to determine theremuneration for all other non-executive directors. It istherefore dealt with by the board, acting upon arecommendation from the executive directors andexcluding, for this purpose, the Chairman. No directortakes part in the discussion of his/her own remuneration.INTERNAL CONTROLSResponsibility for implementing sound and effectivesystems of internal control has been delegated by the boardto senior management. The internal audit function providesindependent assurance to the board on the effectiveness ofthe systems of internal control through the AuditCommittee.The information received and considered by the AuditCommittee provided assurance that, during 2009, therewere no material breaches of control or regulatoryrequirements and that, overall, the Society maintainedadequate systems of internal control.AUDITORSThe Society has a policy on the use of the external auditorsfor non-audit work which has been approved by the AuditCommittee. The purpose of this policy, which stipulateswhen prior approval is required from the Audit Committeefor any ancillary services, is to ensure the continuedindependence and objectivity of the external auditors.The terms of reference of the Audit Committee, theNominations and Governance Committee and theRemuneration Committee and the letters of appointmentfor non-executive directors are available on request fromthe Secretary and Solicitor.RELATIONS WITH MEMBERSThe Society’s members comprise its investors (exceptdeposit account holders) and borrowers. The majority of itscustomers are therefore its members and the Societyencourages feedback from them on all aspects of theSociety’s activities.All members who are eligible are also encouraged toexercise their vote at the AGM either by attending in personor by voting by proxy, for which purpose they are sent aproxy voting form and reply-paid envelope, or they can votein any branch or online. All proxy votes are counted.Except where a poll is required or called, the Chairmanindicates the level of proxies lodged on each resolution byannouncing the numbers for and against the resolution,after it has been dealt with on a show of hands. A separateresolution is proposed on each item including a resolutionon the Annual Report & Accounts. The Society employsElectoral Reform Services Limited to act as independentscrutineers and ensure the votes are properly received andrecorded.24