Corporate Governance

The Annotated Combined Code

The Society’s Board of Directors is committed to reaching and retaining a high level of corporate governance and has adopted the Annotated Combined Code for Mutual Insurers. The Board has implemented such requirements of the Combined Code deemed appropriate and practical and will explain any areas of non-compliance. It does not consider that its governance falls short of any of the requirements to such an extent that there exists an adverse and material departure from the provisions which would lead to a significant failure in ongoing control.

The roles of the Chairman and the Chief Executive are separate with a clear division of responsibilities. All Board members are subject to rigorous annual appraisal and re-election at three yearly intervals. There are currently ten members of the Board; five have served for more than nine years. The Board considers that those five members have retained their independence in attitude and application. The remaining members meet the definition of independence set out in the code.

Board Members

Paul Mather - Chairman
Paul, aged 56 was elected to the Society's Board of Directors in 1992. He is a Director of BNP Paribas Real Estate and has 30 years experience of working in the City of London.

Andrew Wilman - Vice-Chairman, Investment & Finance Committee Chairman
Andrew, aged 54 was elected to the Board of Directors in 1992 and has been a member of the Society for 34 years. Although he trained as an accountant, he now works as a Detective for the North Yorkshire Police investigating everything from major fraud to murders.

Scott Eason
Scott, aged 37, was appointed to the Board of Directors in June 2008. A qualified actuary, he is a former Actuarial Function Holder of the Society and is employed as an Actuary with a major international bank.

Neville Lacey - Audit & Risk Committee Chairman
Neville, aged 58 was elected to the Board of Directors in 2006. He is a Chartered Accountant and senior director of a firm of chartered accountants in Chichester. He has been advising boards of various companies on corporate governance compliance and also advises and reports on audit matters to audit committees of those companies. Neville was treasurer and director of a nationally known theatre for five years.

John Lant - Resources and Marketing Committee Chairman
John, aged 63 was elected to the Board of Directors in 2000 and leads a large group osteopathic practice in Cambridge. He is independent Chair of the Nutritional Therapy Council appointed by the Department of Health, Member of the Family Mediation Council and Mental Health Act Panel Member at Kneesworth House Psychiatric Hospital (Medium Secure). He has extensive experience in statutory healthcare regulation, associated legislation and family legal services. He provides expert advice in the area of professional negligence.

Christine Pleasance – Senior Independent Director
Christine, aged 67 was elected to the Board of Directors in 1999. She is a Dental Hygienist who has spent most of her working career in private practice. She is now working as a tutor to the school of dental hygiene and therapy at Kings College London based at Guys Hospital. She is a past president of the British Dental Hygienist Association.

Emma Pleasance
Emma, aged 41 was appointed to the Board of Directors in March 2008. She has a background in marketing and now runs a successful equestrian training and consulting business.

Susan Pyle
Susan, aged 49 was elected to the Board of Directors in 2004. She was called to the Bar in 1985 and has been practising as a Barrister for over 20 years.

John Reynolds
John, aged 64 was elected to the Board of Directors in 1972 and was Chairman of the Society from 1987 to 1994. He is a Dental Surgeon and having worked previously in General Dental Practice, is currently a Dental Officer in the Dental Reference Service of the NHS.

David Thompson
David, aged 51, was appointed Chief Executive in 2007 and elected to the Board of Directors in 2010. He is a Chartered Accountant and has experience in the financial services sector for over 15 years. He is a former Chairman of the Holloways Society Committee.

**Attendance 2010**
		Board of Directors	Investment Monitoring	Audit	Resources & Marketing

P Mather	Surveyor	5 (5)	4 (4)	2 (2)	2 (2)
A J Wilman	Accountant	5 (5)	4 (4)	2 (2)	1 (1)
S D Eason	Actuary	5 (5)	4 (4)
N D Lacey	Accountant	4 (5)	1 (1)	2 (2)
J O Lant	Osteopath	5 (5)	4 (4)		2 (2)
K E Osterloh	Retired Dental Surgeon	2 (2)	1 (2)
C V Pleasance	Dental Hygienist	4 (5)			2 (2)
E H Pleasance	Equestrian Trainer	5 (5)		2 (2)	2 (2)
S D Pyle	Barrister	5 (5)			1 (2)
J F Reynolds	Dental Surgeon	4 (5)		1 (2)
D W Thompson	Accountant	3 (3)		1 (1)	1 (1)

Notes:	1) Figures in parenthesis indicate maximum possible attendances.

Committee of Management Remuneration

The remuneration paid to members of the Board of Directors in 2010 (2009 in parenthesis) were;

Chairman	£12,480	(£12,480)
Vice Chairman	£10,920	(£10,920)
Sub-Committee Chairman	£ 7,800	(£ 7,800)
Committee Member	£ 4,164	(£ 4,164)

Pension payment was made to Mr D W Thompson as 10% of salary – no other payment made to other directors.

In addition, meeting attendance fees of £550 (£500) were paid where appropriate.

Board of Directors Terms of Reference

Objective:: To bring an independent judgment to bear on issues of strategy, performance, resources, including key appointments, and standards of conduct.
Requirements:: To be independent of management and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment.
To be competent and reliable persons able to achieve those objectives in a satisfactory manner.
Responsibility:: There is a joint and several responsibility for each member of the Committee to ensure that the Committee fulfils its obligations and controls its strategy, performance and resource plans.
A member of the Committee is responsible for ensuring that arrangements are made for the fulfillment of the Society’s statutory duties and may be liable to penalties should the Society fail to do so.
To ensure that the person appointed as Chief Executive has the requisite knowledge and experience to discharge the functions of the office.
To ensure that the Secretary is charged with the duty of complying with the statutory requirements and is a competent and reliable person able to discharge those duties satisfactorily.

Committees

Executive

Membership of the Executive Committee consists of the Chairman, Vice Chairman, Chief Executive and any other Committee members deemed appropriate from time to time. It is authorised to act on behalf of the Committee of Management but always subject to their actions being ratified by that Committee in due course.

Audit & Risk

This Committee reviews and reports to the Committee of Management on the adequacy of the Society’s systems of business risk and control including the adequacy and accuracy of reports made to the Committee of Management and the Financial Services Authority. It receives external and internal auditor’s reports and reports to the Committee of Management on the adequacy of the inspection programme together with recommendations for improvements or changes. It reviews the performance and cost effectiveness of the internal and external auditors making recommendations as necessary. Meetings are held twice a year with the internal and external auditors of the Society but provision is made to meet as needed. It also manages the process of the annual committee members’ appraisal.

Resources & Marketing

This Committee reviews the structure, size and composition of the Committee of Management giving full consideration to succession planning for the Committee and senior management. It is responsible for identifying and nominating candidates to fill vacancies on the Committee and its Sub-Committees. It also quantifies the resource requirements of the Society and reviews strategies performance of the Society against the targets set in the Business Plan. Meetings are held twice a year but provision is made to meet as needed.

Investment & Finance

This Committee ensures that the acquisition and disposal of assets is reviewed in line with the strategy laid down by the Committee of Management and with the fund manager with reference to performance, future opportunities and targets. The Committee meets at least four times a year.

Committee Terms of Reference

Objective:: To ensure that the appropriate information is obtained and supplied to the Committee of Management.
To receive reports from management and the Society's advisers and report to the Committee of Management on the adequacy of these reports.
To make recommendations for improvements or changes.
Requirements:: To be a member of the Committee of Management.
To be free from any business or other relationship which could materially interfere with fulfilling those obligations.
Responsibility:: The Sub-Committee Chairmen are responsible for the submission of reports to the Committee of Management.
The Sub-Committee shall meet at such frequency as determined by the Committee of Management.