The Board

The Board of Stafford Railway Building Society currently comprises eight Non-Executive Directors who offer a wide range of personal experience. Profiles for the CEO and Chairman are provided below.

	Michael Heenan Chief Executive Officer Mike has been Chief Executive of the Society for 15 years, originally joining the Board of the Society in 1984. A qualified chartered accountant, he has extensive experience of advising local businesses on financial matters. Active in the local community, he has held office as Mayor of Stafford, President of Stafford Chamber of Commerce and Industry and Chairman of a local NHS Trust. He is involved with a number of local charities and groups
	Arthur Bailey Chairman Arthur Bailey is a chartered accountant and was formerly senior partner of a medium sized firm. He is now a freelance consultant and non-executive director. He joined the Board of Stafford Railway Building Society in April 2003. In other roles he is Chief Executive of North Staffordshire Risk Capital Fund PLC, a Consultant with Begbies Traynor Group PLC and is a Board member of the Institute of Chartered Accountants in England and Wales.

Election of directors

Members of the Board have to put themselves forward for re-election at intervals of not more than 3 years. The elction process takes place at the AGM each year and members who are unable to attend in person may vote by proxy. The following are the voting figures for resolutions proposed at the 2010 AGM.

Re-election of directors

Other resolutions

Committees

Some of the business of the board is undertaken by committees. The two main committees are the audit committee and the assets and liabilities committee. Terms of reference of these committees are as follows;

Assets and liabilities committee

To consider reports from Management as follows:

• To consider reports from Management as follows:
• Schedules of cases in excess of 2.5% in a format agreed by the Committee. The schedules must clearly identify cases for action, possession and action taken, and include a provisioning model to indicate the likely extent of potential losses.
• Requests for capitalisation
• An overall arrears profile
• Details of property in possession.
• Details of offers accepted by the Society in respect of properties in possession, highlighting any potential loss. Investigation as to the cause of any loss should be documented and a report made to the Board.
• To determine the most appropriate provisioning model (currently the Halifax index is used) and if a change is made to report this to the Board.
• To receive a quarterly report on Treasury activities highlighting; compliance with liquidity policy and reasons for the investment strategy adopted
• To review the ICAAP quarterly and recommend changes to the board for approval
• To review at least annually (with the assistance of the Society’s brokers) the counterparty list, and to authorise changes to the list as required from time to time in the light of advice received.
• To review the performance of the Society’s brokers and to recommend any changes considered necessary to the board. This review will take place yearly.
• To review the performance of commercial lending on a yearly basis.

• To keep under review the following Board policies: Liquidity and financial risk management; Wholesale Funding; Disaster recovery.

Audit committee

• To monitor the integrity of the financial statements of the Society and any formal announcements relating to the Society’s financial performance, reviewing significant financial reporting judgements contained in them.
• To review the Society’s internal financial controls, to review the Society’s internal control and risk management systems and to report to the Board thereon;
• To monitor and review the effectiveness of the Society’s internal audit function.
• To make recommendations to the Board, for it to put to the members for their approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor.
• To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements.
• To develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm; and to report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken.
• To oversee and review annually the Compliance Monitoring Plan.