2.1 The Nomination and Governance Committee reviews all appointments to the Board and its Committees and the appointment of all Group and Divisional Directors.
2.2 The Nomination and Governance Committee ensures that a robust recruitment process is undertaken for all director appointments to deliver fair and effective selection outcomes.
2.3 In respect of Board appointments, the Committee ensures that any search agency used has no connection with the Company and that the directorships of appointed Board members are within PRA advised limitations.
2.4 If a prospective Non Executive Director wishes to carry out due diligence on the Society to understand the business and appreciate the time commitment involved in the role, the Society will assist with the exercise to the extent that is reasonable and practicable.
2.5 Employees with the potential to progress to board level shall be given encouragement, support and development opportunities so that the Society has the widest possible talent pool from which to select prospective candidates.
2.6 Appointed Board Directors will take office on terms (set out in a service contract or letter of appointment, as appropriate) consistent with the Board Composition and Succession Policy.
2.7 The Society’s Rules require that Board Directors must be re-elected by the Society’s membership every three years. However, in accordance with the recommendation in the UK Corporate Governance Code, the Society’s Directors are re-elected every year. Before re-election, a Non Executive Director will be subject to a review by the Chairman of that Director’s continued effectiveness and independence.
2.8 All Board Directors are expected to devote sufficient time to the Society to discharge their responsibilities effectively. A Non Executive Director's other directorships should be disclosed to the Board before appointment and included in the annual report. Changes to such directorships should be reported to the Board as they arise, and be included in the next annual report.
2.9 Any other matters or circumstances (including other business interests) which could result in a Director having a conflict of interest should be disclosed to the Board prior to appointment and thereafter as they arise. The Society manages this process in accordance with a policy agreed by the Board.
2.10 Before re-appointing the Board Directors, the Society will consider the value of ensuring that board and board committee membership is refreshed and that undue reliance is not placed on particular individuals.
2.11 The office of Chairman is filled as appropriate and on an annual basis (under Society Rule 28(a)) on election by the Board.