Corporate governance is the system by which companies are directed and controlled. Discover how we apply the guidelines and principles put in place, ensuring that the Society is able to reach its goals and objectives in a way that benefits its members and stakeholders alike.
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.
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 Chairman and Chief Executive are held by different people. The role of the Chairman 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.
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.
Julie Hopes MBA, ACIB
Appointed April 2016
Julie has many years of experience in retail financial services, with a particular focus on general insurance. She is a Non-Executive Director at Saga plc, and is Chair of the Board for Saga Services Ltd, Saga Personal Finance and the Police Mutual Assurance Society. Julie is the Deputy Chair of the Society’s Board, Senior Independent Director, she also Chairs the Remuneration Committee and is a member of the Risk and Nominations Committees.
Victoria Mitchell LLB (Hons)
Appointed April 2018
Vicky joined the Board on 1 April 2018 and is a legally trained businesswoman who brings to the West Brom a broad experience across operations and risk within the financial services sector. Prior to taking on the Non-Executive Director role at the West Brom, Vicky held the position of Chief Operating Officer at Capital One Europe plc. Vicky is a member of the Audit and Risk Committees.
Lynne Shamwana BA, FCA
Appointed February 2019
Lynne joined the Board on 01 February 2019 and is a Chartered Accountant. She brings to the West Brom extensive operational and programme management experience across multiple sectors. Lynne is Chair of the Audit Committee and a member of Risk Committee.
Mark Nicholls MA (Cantab), MBA
Appointed January 2010
Mark has considerable knowledge of financial services having been a Director of SG Warburg Group Plc and Managing Director of the private equity group of the Royal Bank of Scotland. Mark has held Non-Executive Directorships at Portman and Nationwide building societies and is currently Chairman of Rathbone Brothers Plc. Mark also has a longstanding commitment to the charitable and public sector. Mark chairs the Nominations Committee and is a member of the Remuneration Committee.
Group Finance & Operations Director
Appointed March 2017
Ashraf has worked in financial services for most of his working life, including the positions of Finance Director and Joint Managing Director at the Islamic Bank of Britain and Director of Finance at Alliance & Leicester Plc. Prior to joining the West Brom, he was Deputy Chief Executive & Finance Director at Nottingham Building Society. Ashraf is also Deputy Chair of the PRA Practitioner Panel. Ashraf chairs the Society’s Assets & Liabilities Committee.
Mark Preston BA (Hons), ACIB
Appointed May 2011
Mark has been involved in financial markets for nearly 30 years, most recently as Chief Executive at Exotix Partners. He was previously Chief Executive Officer for the Products and Markets Division of Lloyds TSB and Co-Head of the Bank’s Corporate Markets. Mark chairs the Risk Committee and is a member of the Audit, Remuneration and Nominations Committees.
Jonathan Westhoff BA (Hons) Financial Services, FCMA, CGMA, ACIB
Appointed May 2009
Formerly the Society’s Group Finance Director and Deputy Chief Executive, Jonathan was appointed as Chief Executive in May 2011. After 17 years with Barclays Bank, he moved into the mutual sector in 2000, serving as Finance Director at Portman and Newcastle building societies. Jonathan is a past Chairman of the Building Societies Association and a Councillor on the CBI West Midlands Council. He chairs the Executive Committee and is a member of the Society’s Assets & Liabilities Committee.
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.
The Society's Modern Slavery and Human Trafficking Statement 2018/19 can be found here.
The Society's Tax Strategy Statement can be found here.
The Capital Requirements Directive IV (CRD IV) is an EU legislative package covering prudential rules for banks, building societies and investment firms.
Information relating to how the WestBrom governs these requirements can be located in the Society’s annual Report and Accounts and Pillar Three disclosures.
These documents include disclosures covering: Capital and Liquidity; Country by Country Reporting; and The Society’s Remuneration Policies, including the relationship between fixed and variable remuneration, as well as the work undertaken by the Society’s Remuneration Committee.
You may find the following links useful if you want to find out more about Corporate Governance.