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Corporate Governance

Welcome to the Corporate Governance section of the West Bromwich website. This section contains:-

What is Corporate Governance?

Corporate governance is a complex and wide-reaching field, but in its simplest form, it can be expressed as:-

"... the system by which companies are directed and controlled" (Cadbury Report, 1992)

One of the most important aspects behind corporate governance is the relationship between "stakeholders" - for example, the Board of the company (or for WBBS, the Society) and the shareholders (or for WBBS, the members). If a business is governed well, it will attempt to take account of the interests of all stakeholders - and, as far as possible, look for solutions which are in the best interests for all concerned. This does not necessarily mean that decisions will always be welcomed by certain stakeholders - but the decision will at least have been thoroughly discussed by board members who are determined to act in the best interests of the business.

Why is corporate governance important to WBBS members?

Simply put - because WBBS looks after your wealth, whether it be savings or mortgages. As such, we always want to do the right thing for our members. Corporate governance is a means of ensuring that doing the right thing is achieved through a clear and unbiased decision making process, and that deciding the “right thing” has involved taking account of relevant stakeholders. We want to be able to demonstrate to you that we are taking the responsibility of looking after your wealth seriously - and by having high standards of corporate governance, this will enable us to do this.

As a financial institution, we are not just judged by our members, but also by other institutions that we deal with. These other institutions want to ensure that we are a trustworthy business partner. Showing that we are a trustworthy business partner enables us to achieve better business deals - which can then be used to benefit our members. 

The WBBS takes corporate governance very seriously - and we see it as being integral to our decision making process (not some type of “add on” or “box-ticking exercise”). We assess developments in corporate governance, and apply those which are relevant to the building society sector.

Matters Reserved to the Board

This comprises matters which ONLY the Board can decide upon. These may be decisions which involve large sums of money, fundamental strategic decisions or decisions as to key personnel. These matters can be delegated by the Board (to one of the Board committees, for example) - but the Board must first consider the matter before doing so.

Remuneration Committee

This Board committee considers (amongst other issues):-

  • The development of remuneration policy; and
  • Negotiating the remuneration of individual directors

Nomination Committee

This Board committee considers (amongst other issues):-

  • The appointment of new directors to the Board; and
  • Regularly reviewing the size, structure and composition of the Board

Audit and Risk Committee

This Board committee considers (amongst other issues):-

  • The integrity of the WBBS" financial statements and any formal announcements regarding WBBS" financial performance;
  • Reviewing the internal financial controls of WBBS;
  • Reviewing the internal controls and risk management systems within WBBS (including the internal audit function); and
  • The relationship with the external auditors engaged by WBBS

Corporate Governance Links

You may find the following links useful if you want to find out more about Corporate Governance.