Board Committee terms of reference

• Audit Committee
• Nomination Committee
• Remuneration Committee

1. Constitution
   
   The Board has resolved to establish a Committee of the Board to be known as the Audit Committee.
2. Membership
   1. All independent directors shall be ex-officio members of the Committee. A quorum shall be two members.
   2. The Chairman of the Committee shall be the Senior Independent Director.
3. Attendance at Meetings
   1. The Chairman, Chief Executive, and Finance Director shall normally attend meetings. A representative of the internal and external auditors shall also attend meetings if required. Any member of the Society staff may be required by the Committee to attend meetings. However, at least once a year the Committee shall meet with the external auditors without Executives, management or staff present.
   2. The Actuary & Director of Strategy shall be the Secretary of the Committee.
4. Frequency of Meetings
   1. Meetings shall be held when necessary, and not less than twice a year. The internal or external auditors may request a meeting if they consider that one is necessary.
5. Authority
   
   The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Internal Auditor has the right to direct access to any member of the Audit Committee if for any reason he does not wish to consult the Chief Executive.
6. Duties
   
   The duties of the Committee shall be:
   1. to review the annual financial statements, and any formal announcements relating to the company's financial performance, before submission to the Board, focusing particularly on:
      1. any changes in accounting policies and practice
      2. major judgmental areas
      3. significant adjustments resulting from the audit
      4. the going concern assumption and compliance with accounting standards and legal requirements, including the regulations and guidance of the FSA
      5. where appropriate, allocations between the Society's funds;
   2. to make recommendations to the Board, for it to put to the delegates for their approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external audit;
   3. to discuss with the external auditor before the audit commences the nature and scope of the audit;
   4. to discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary);
   5. to review the external auditor’s management letter and management's response;
   6. to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
   7. to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm; and to report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;
   8. to monitor and review the effectiveness of the internal audit function, including reviewing the internal audit programme, ensuring co-ordination between the internal and external auditors, and ensuring that the internal audit function is adequately resourced and has appropriate standing within the Society;
   9. to consider the major findings of internal investigations and management’s response;
   10. to review the Society's systems, as required by the FSA, and take such action as is necessary to ensure compliance; to review the internal control and risk management systems, including internal financial controls, and ensure that procedures continue to improve; and
   11. to consider other topics, as defined by the Board.
7. Reporting Procedures
   
   The Secretary shall circulate the agenda, the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the Board.

1. Constitution
   
   The Board hereby resolves to establish a Committee of the Board to be known as the Nomination Committee.
2. Membership
   1. The Committee shall comprise of the Chairman of the Society and two independent non Executive directors, appointed by the Board.
   2. The Chairman of the Society shall be the Chairman of the Committee.
3. Attendance at Meetings
   1. The Chief Executive shall normally attend meetings and shall be Secretary of the Committee.
   2. Any member of the Society staff may be required by the Committee to attend meetings.
4. Frequency of Meetings
   
   Meetings shall be held when necessary, and not less than twice a year.
5. Authority
   
   The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
6. Duties
   
   The duties of the Committee shall be:
   1. to lead the process for Board appointments and make recommendations to the Board, taking into consideration the time commitments required of Non-Executive Directors and their independence;
   2. to ensure that plans are in place for orderly succession for appointments to the Board and to the Executive, and make recommendations to the Board;
   3. to evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for any particular appointment;
   4. for the appointment of a Chairman, to prepare a job specification, including an assessment of the time commitment expected, recognising the need for availability in the event of crises;
   5. on an annual basis, to evaluate the performance of each director, in order to show that each continues to contribute effectively and demonstrate commitment, including time commitment, to the role. The evaluation of the Chairman should be led by the senior independent director, taking into account the views of the executive directors;
   6. to seek external professional advice as appropriate in fulfilling its duties; and
   7. to consider other topics, as defined by the Board.
7. Reporting Procedures
   
   The Secretary shall circulate the agenda, the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the Board.

1. Constitution
   
   The Board hereby resolves to establish a Committee of the Board to be known as the Remuneration Committee.
2. Membership
   1. The committee shall comprise of three independent non Executive directors, appointed by the Board and the Chairman of the Society. A quorum shall be two members.
   2. The Chairman of the Committee shall be appointed by the Board.
3. Attendance at Meetings
   1. The Chief Executive shall normally attend meetings. Any member of the Society staff may be required by the Committee to attend meetings.
   2. The Chief Executive shall be Secretary of the Committee.
4. Frequency of Meetings
   
   Meetings shall be held when necessary, and not less than once a year.
5. Authority
   
   The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
6. Duties
   
   The duties of the Committee shall be:
   1. to monitor and review the remuneration of Executive Directors and other members of the Executive of the Society and to recommend any changes to the Board, including policy in respect of pension rights and any compensation payments;
   2. to determine remuneration of the Non-Executive Directors;
   3. to seek external professional advice as appropriate in fulfilling its duties; and
   4. to consider other topics, as defined by the Board.
7. Reporting Procedures
   
   The Secretary shall circulate the agenda, the notice calling the meeting, and the minutes of each meeting of the Committee to all members of the Board.