ANNUAL REPORT & ACCOUNTS - Coventry Building Society

The directors retiring by rotation are Bridget Blow, ColinFranklin, Ian Pickering and Fiona Smith.In February 2012, the Board, excluding for this purposethe Chairman, conducted a review to assess DavidHarding’s performance as Chairman. They confirmedthat he has led the Board effectively through a period oftransition and difficult market conditions during whichtime the Society has performed extremely well.Following the announcement by David Harding of hisintention to retire on 31 December 2012, the Board’sNominations and Governance Committee undertook acomprehensive search, through using the services of anexternal firm, The Zygos Partnership, to identify suitablecandidates for the role of Chairman. A number of externalcandidates and an internal candidate were shortlistedand interviewed by members of the Board.At the conclusion of the search, on 23 May 2012, theBoard, excluding for this purpose, Ian Pickering,unanimously confirmed the appointment of Ian Pickeringas Deputy Chairman with immediate effect and hisselection as Board Chairman following the plannedretirement of David Harding on 31 December 2012.The Board has decided unanimously to recommend PeterFrost, who joined the Board on 1 November 2012 asChief Operating Officer, for election as director and thefollowing directors for re-election by the members at thisyear’s AGM:Bridget BlowColin FranklinIan PickeringFiona Smith will not be standing for re-election at thisyear’s AGM and will retire from the Board immediatelyfollowing the AGM.The Board has considered the provisions of the Coderelating to re-election of directors, and does not feel thatit would be appropriate, at present, to submit the entireBoard for annual re-election by the members. The Boardwill continue to keep under review the appropriateness ofthe Code’s provisions on the annual election of directors.In addition to attendance at Board and committeemeetings, as detailed below, and meetings with seniormanagement and branch visits, non-executive directorsare required to complete a detailed induction programme(on appointment) and to participate in director training inorder to keep abreast with new regulatory requirementsand some of the more technical aspects of the role.Non-executive directors are also encouraged to engagewith the Society’s members through the AGM process,the Members’ Council Meetings and the Society’sprogramme of member roadshows.Board CommitteesThe Board has established a number of committees thathave their own terms of reference. Details of the principalBoard Committees, including their membership, are setout below.Board Risk CommitteeThe Board Risk Committee assists the Board in fulfillingits oversight responsibilities for risk management acrossthe Society. In particular the Committee undertakes thefollowing:• oversees and advises the Board in relation to currentand potential future risk exposures to the Society,including determination of risk appetite, risk limitsand tolerances across the full range of risks to whichthe Society may be exposed;• satisfies itself on the design and completeness of theSociety’s internal control and assurance frameworkrelative to the risks that it faces including culture,policy, processes, structure and systems;• reviews major initiatives, such as acquisitionsor change projects, and seeks assurance thatappropriate due diligence has been carried out andthat any associated movement in risks to which theSociety may be exposed remains within risk appetite.DIRECTORS’ REPORTON CORPORATEGOVERNANCE41