Overview and our Board

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 the West Brom, the Society) and the shareholders (or for the West Brom, 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.

 

How does the Society apply the principles of corporate governance?

The Board is committed to high standards of corporate governance and believes they are central to the Society’s culture and values. The widely accepted articulation of good practice is the UK Corporate Governance Code (the Code). The Society is not required to and does not comply with the Code, as it applies to publicly listed companies, but where it is considered relevant, the Society does have regard to its principles. 

The Society is run on a day to day basis by its Senior Management Team, and governed by a Board which consists of both Executive and Non-Executive Directors. As part of their role as members of a unitary board, Non-Executive Directors should constructively challenge and help develop proposals on strategy.

The positions of Chair and Chief Executive are held by different people. The role of the Chair includes establishing and developing an effective Board to provide support and constructive challenge to the management team. The Chief Executive has overall responsibility for managing the Society and implementing Board agreed strategy. This clear division of responsibility helps to ensure that no one individual has unfettered powers of decision making and influence.

We take corporate governance very seriously and 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 us as a building society.

 

Why is corporate governance important to our members?

Simply put - because the West Brom supports people’s financial wellbeing, whether it be savings, investments 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.

Gaining regular insight from these stakeholders is therefore extremely important. We continually monitor satisfaction among our members and have open channels of communication to invite and capture feedback, helping us to drive through change.

A more recent innovation has been the introduction of a Member Council to act as a consultative group representing the people the Society serves. Comprising of a diverse range of West Brom members, the Council meets on a quarterly basis to offer their perspective on specific Board and business matters.

There is a similar group, our Employee Council, discussing the same topics from an internal standpoint, which means all stakeholder voices and priorities are considered when the Board and Senior Leadership Team are making important strategic decisions.

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 enables us to achieve better business deals - which can then be used to benefit our members.

 

Meet our Board of Directors

John Maltby - appointed January 2021

Chair of the Board

Committees - Chair of the Nominations Committee and member of Remuneration Committee

John’s an experienced board member having served on boards across financial services, public and private sectors, not-for-profit, and private-equity backed businesses. He also has experience chairing purpose-led organisations – having been Chair of Good Energy for over six years.

John’s currently Chair of Allica Bank, Non-Executive Director of Nordea Bank and Chair of Max Nicholas Renewables. John was previously on the Board of Trustees for the National Citizens Service Trust, and in recognition of this role was awarded an MBE in the 2022.

Lynne Atkin - appointed May 2025

Non-Executive Director

Committees - Member of Risk, Remuneration and Nominations Committees

Lynne has over 30 years’ experience within HR. Working within the energy and financial services industries, this has included HR Director roles across Retail, Business and Corporate Banking and across global regions. In January 2022 she joined the Board of Trustees for Action for Children, helping children grow up safe and happy. She was awarded an MBE in 2017 for services to HR in banking, for the work of herself and her team in driving apprenticeships and other inclusive working programmes.

Sara Bennison - appointed August 2023

Non-Executive Director

Committees - Member of Remuneration and Risk Committees 

Sara has over 15 years of experience in retail financial services, having worked in senior roles at Nationwide and Barclays. Before that, she worked in advertising agencies in the UK and Asia for well-known brands. She also serves as a Non-Executive Director on other Boards within the regulated sector and beyond.

Martin Boyle - appointed August 2023

Chief Operating Officer

Committees - Member of Executive and Executive Risk Committees

Martin’s an experienced change and operations leader with extensive retail banking expertise, most recently as Chief Transformation Officer at Metro Bank Plc, where he sat on the Group Executive Committee. He’s also held senior roles at Nationwide and Portman building societies, Visa Europe and Accenture.

Martin has a wealth of experience leading transformation and managing large-scale operations. He’s responsible for modernising and digitising our infrastructure and operations to better serve our current and future customers.

Manjit Hayre - appointed September 2021

Chief Risk Officer

Committees - Chair of Executive Risk Committee, member of Executive and Assets & Liabilities Committees

Manjit joined us in 2006. Before this, he was at the Britannia Building Society for five years. In total he has over 30 years of financial services experience, having started his career at NatWest Mortgage Services, and in risk related roles since 1993.

 

Nimisha Patel - appointed June 2024

Non-Executive Director

Committees - Member of Audit, Nominations and Risk Committees

Nimisha is a highly experienced executive leader with over 23 years of experience in technology, digital transformation, and cyber security. She’s made a significant impact across both private and public sectors, including financial services, healthcare, energy, and automotive manufacturing. She’s currently the Group CIO at Mishcon de Raya.

Nimisha was Chief Digital and Information Officer for Bupa and HM Cabinet Office. She was also on the Board of Bank North, where she was a member of the Bank’s Audit, Risk and Remuneration Committees.

 

Alex Pawley - appointed January 2023

Chief Financial Officer

Committees - Chair of Assets & Liabilities Committee, member of Executive and Executive Risk Committees

Alex joined our Board having been promoted to Chief Financial Officer after spending the preceding six years in different roles in the Society’s Treasury and Finance team. Prior to joining the West Brom, he spent over a decade working for Deloitte, where he qualified as a Chartered Accountant, and specialised in the financial services sector.

 

David Thomas - appointed August 2020

Senior Independent Director and Deputy Chair

Committees - Chair of the Risk Committee and member of Remuneration, Nominations (from 1 November 2024) and Audit Committees

David has a wealth of experience in general and risk management, internal audit and regulatory activities. His previous roles include Chief Risk Officer at SMBC, EMEA Region, Chief Risk Officer at RBS Plc, Corporate Banking Division and Managing Director responsible for Ulster Bank’s Corporate and SME business in Ireland.

Jonathan Westhoff - appointed May 2009

Chief Executive

Committees Chair of Executive Committee, Chair of the Employee Council, Member of Assets & Liabilities and Executive Risk Committees

Jonathan has spent over 40 years in financial services, mainly in the building society sector. He served as Finance Director at two building societies before joining the West Brom Board, initially as Finance Director and Deputy Chief Executive. He was appointed as Chief Executive Officer in May 2011. Jonathan is also a past Chair of the Building Societies Association and currently serves as a Non-Executive Director of Livv Housing Group.

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.

The Board is supported by a number of Committees each with Board approved terms of reference. Details of those Committees and their key activities can be found here.

Meet our Executive Team

The Society's Executive team can be found here.