Attention: You need JavaScript enabled to use this site.
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 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.
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.
John Maltby
Chair of the Board
Appointed January 2021
John is an experienced Board member in Financial Services as well as with public, private, not-for-profit and private-equity owned businesses. John also has experience in chairing purpose-led organisations – having been Chair of Good Energy for over six years. He is currently Chair of Allica Bank, Non-Executive Director of Nordea Bank and Chair of Max Nicholas Renewables, a developer of an innovative turbine for hydro and tidal energy. John was previously on the Board of Trustees for the National Citizens Service Trust, a not-for-profit organisation founded to help young people achieve their potential, and in recognition of this role was awarded an MBE in the 2022 Queen’s Birthday Honours list. He was elected Chair of the Society’s Board in 2021 and is also Chair of the Nominations Committee and a member of the Remuneration Committee.
“I believe companies should strive to improve the lives and prospects of their customers and their colleagues. As a mutual, the West Brom is a wonderful example of an organisation that delivers in this regard and has done throughout its long history. I am proud to be part of the Board that serves and supports our current and future members and colleagues.”
Julie Hopes MBA, ACIB
Senior Independent Director and Deputy Chair
Appointed April 2016
Julie has many years of experience in retail financial services, with a particular focus on general insurance. An Associate of the Chartered Institute of Bankers, she has Non-Executive Director roles with Saga plc where she is Chair of the Saga plc Risk Committee and Chair of Saga Services Ltd and with MS Amlin Underwriting Limited where she is Chair of the Risk Committee. Julie chairs the Society’s Remuneration Committee and is a member of the Nominations and Audit Committees.
“I joined the West Brom because I believe in mutuals - businesses owned by and run in the interest of their members. I’ve stayed with the West Brom for the last seven years because it puts its members and the local community at the heart of its decision making. I bring broad experience of retail financial services and in particular a strong focus on customer service, change and operational management. I am proud to be part of the West Brom.”
David Thomas MSc, ACIB, FIB (Ireland)
Non-Executive Director
Appointed August 2020
David joined the Board on 1 August 2020. He brings a wealth of experience in general management, risk management, internal audit and regulatory activities. David’s previous roles include Chief Risk Officer at SMBC, EMEA Region, Chief Risk Officer at RBS Plc, Corporate Banking Division and the Managing Director responsible for Ulster Bank’s Corporate and SME business on the Island of Ireland. David is a member of the Society’s Audit and Remuneration Committees and Chair of the Risk Committee.
"I joined the West Brom because it was clear to me that it puts its members first and is always looking to do the right thing for its members. Having been on the Board for almost three years now I am also impressed by the ethical approach it takes, led by a strong and professional team."
Lynne Shamwana BA, FCA
Non-Executive Director
Appointed February 2019
Lynne previously held the position of Chief Financial Officer at Virgin Care and before that Global Finance Director of Christie’s, the international art auction house. She has held a variety of senior finance and management roles at Centrica plc, British Gas, Goldfish Bank plc and Alliance & Leicester plc. Lynne is a Director and Chair of the Audit Committee of Antin Infrastructure Partners and a Director and Governor of the Southbank Centre. She is a fellow of the Institute of Chartered Accountants in England and Wales. Lynne chairs the Society’s Audit Committee and is a member of the Nominations and Risk Committees.
“I started my career in a mutual building society and I believe passionately that there needs to be real choice for customers. I was delighted to be invited to join the West Brom Board and chair the Audit Committee so I can play my part in ensuring its future success. I am proud that at the West Brom colleagues feel cared for and everyone strives to put our members and customers at the heart of everything we do.”
Martin Boyle BSc, M.Phil (Cantab.)
Chief Operating Officer
Appointed April 2023
Martin joined the Board and the Society in April 2023 in the newly created role of Chief Operating Officer. Martin is an experienced change and operations leader with extensive retail banking expertise, most recently as Chief Transformation Officer at Metro Bank Plc, sat on the Group Executive Committee. He has previously held senior roles at Nationwide and Portman building societies, Visa Europe and Accenture. Martin has significant expertise leading transformational programmes and portfolios, running scale operations and is responsible for leading the modernisation and digitisation of the Society’s infrastructure and operations, to better serve our Purpose-led member strategy. Martin is a member of the Executive Committee and Executive Risk Committee.
“I believe the mutual sector is a vital part of our society. It has been helping people get the home of their dreams and make the most of their income for over 170 years. Personally, I want to ensure the Society is fit for the future and can serve our members in ways that best suit them. That is why I am proud to be part of the Society team and the wider building society movement.”
Dave Dyer BA Hons. (Cantab.), MBA, FCMA
Non-Executive Director
Appointed September 2021
Dave joined the Board on 1 September 2021 and has many years’ experience in the retail banking sector. Prior to taking on the Non-Executive Director role at the West Brom Dave was one of the founding members of Snoop – an app to consolidate finances in one place allowing customers to see benefits (e.g. savings on bills). Previous to this Dave worked as Chief Financial Officer at Virgin Money Holdings (UK) plc and Finance Director, Mortgages at Royal Bank of Scotland. Dave is a member of the Society’s Audit and Risk Committees.
“For me joining the West Brom was driven by two ‘Ps’ – good People, with a good Purpose. Many organisations talk about putting the customer first – at the West Brom I see it unswervingly put into practice by a team dedicated to their members, their colleagues, and their communities.”
Sara Bennison MA (Oxon)
Non-Executive Director
Appointed August 2023
Sara joined the Board in August 2023 and is a member of the Risk and Remuneration Committees. She is also a Non-Executive Director of DUAL UK and the LTA. Sara has 15 years of retail financial services experience in senior roles at Nationwide and Barclays. Prior to that she worked in advertising agencies in the UK and Asia on a number of well-known brands.
Anne Gunther BSc, MBA, ACIB, FSCIB
Non-Executive Director
Appointed November 2021
Anne is a highly experienced non-executive director with more than 10 years’ experience as a Board member in public and private companies spanning retail financial services, insurance, wealth management, savings and lending. Anne is a Non-Executive Director at Mattioli Woods Plc where she is Senior Independent Director and chairs the Audit Committee. Anne is a member of the Society’s Remuneration and Risk Committees.
“Throughout my career I have worked at senior levels within major public companies and mutual firms, with a top up of NHS, charity and university governance. Hence I continue to compare and contrast that which gives the best balance between all stakeholders and particularly for customers. The West Brom represents building societies at their very best: a good understanding and response to the commercial realities in a highly competitive world with nevertheless the expertise to maintain a key focus on our customers including those that others find difficult to support. That’s why I’m a proud member of the team.”
Alex Pawley BSc, FCA
Chief Financial Officer
Appointed January 2023
Alex joined the Board in January 2023 having been the Society’s Divisional Director for Treasury & Finance since 2020. Alex joined the West Brom in 2016 from Deloitte where he qualified as a Chartered Accountant and specialised in the financial services sector, working with a host of banks, building societies and specialist lenders. Alex chairs the Society’s Assets & Liabilities Committee and is a member of the Executive Committee and Executive Risk Committee.
“I believe strongly in the Society’s values as a truly mutual and Purpose-led organisation, and am proud to see our teams put these into practice every day. In my role as Chief Financial Officer I lead our Finance and Treasury teams and my priority is to safeguard the Society’s strong financial position whilst ensuring we maximise the value and benefits for our members, both current and future.”
Manjit Hayre
Chief Risk Officer
Appointed September 2021
Manjit was appointed to the Board in September 2021 having joined the Society in 2006. Prior to this, Manjit was at the Britannia Building Society for five years and has over 30 years of financial services experience, having started his career at NatWest Mortgage Services, and in risk related roles since 1993. Manjit chairs the Society’s Executive Risk Committee and is a member of the Executive Committee and Assets & Liabilities Committee.
“Having worked in mortgage related financial services for over 30 years, the last 20 or so has afforded me the opportunity to see first-hand the benefits of mutuality for a Society’s members and this ethos is closely aligned to my personal values. Being born and living locally in the heartlands of the Black Country and West Midlands, I am proud to be part of a team that puts its members’ interests and supporting local communities at the heart of everything the West Brom does on a daily basis.”
Jonathan Westhoff BA (Hons) Financial Services, FCMA, CGMA, ACIB
Chief Executive
Appointed May 2009
Formerly the Society’s Group Finance Director and Deputy Chief Executive, Jonathan was appointed as Chief Executive Officer 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. He chairs the Society’s Executive Committee, the Member and Employee Councils, and is a member of the Assets & Liabilities Committee. Jonathan is also a past Chair of the Building Societies Association.
“Having spent nearly 23 years in the building society sector, the last 14 at the West Brom, my passion for mutuality and the benefits we bring to our members, as well as the communities we are part of, is stronger than ever. It is our members and my colleagues that make the West Brom a building society that I am immensely proud to be part of.”
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 Senior Leadership team can be found here.
The Society's Modern Slavery and Human Trafficking Statement 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.
