Governance by Directors - The Board

The Board regularly meets to lead, control and monitor the overall performance of the Society, including high-level consideration of succession planning.

The Board
Senior management provides the Board with appropriate and timely information and is available to attend meetings and answer questions.

The Directors are free to seek any further information they consider
necessary and advice from the Company Secretary, the Actuary
(who is also in attendance at all Board meetings) or independent
professional advisers.

Authority is delegated to the Chief Executive for implementing strategy and managing the Society. There is a formal schedule of matters reserved for the Board’s decision.

The roles of Chairman and Chief Executive are separated and the Chairman has primary responsibility for the effective functioning of the Board. During 2004 an evaluation of Board process, including the performance of the Chairman, was carried out based on industry guidance.

All members of the Board contributed to the evaluation, including the Actuary and the Company Secretary, and a number of improvements were identified.

A further evaluation process is currently being undertaken in line with the agreed three-year cycle. The Actuary, Tim Pindar, makes recommendations on bonus and payout levels in relation to the different classes and generations of policyholders.

It is the Board’s responsibility, based on these recommendations, to seek to achieve fairness between these different classes and generations. The Actuary also provides advice on matters relating to obligations to the policyholders.

In addition, he reports on the financial position of the Society and on regulatory returns to the FSA. The Actuary acts as the Reporting Actuary for the purposes of these Accounts.

Nine scheduled meetings were held during 2006. At all but one of these meetings all the Directors attended, the absentee being Ian Lazenby.

Taking advice
The Board and its Committees take advice from professional
advisers, to enable them to manage the risks and issues arising
from the Society’s affairs.

Each Director has access to the Company Secretary. They may
also obtain independent professional advice, at the Society’s
expense, about any matter concerning the Society relevant to
their duties.

The Chairman
The Chairman of the Board is Lowry Maclean. In addition to his
responsibilities with the Society and its subsidiaries, his other
significant commitment is the Chairmanship of Aston
Reinvestment Trust, a community development finance
institution.

Executive Directors
The Operations Director, Derek Byfield, resigned from the
Board on 31 January 2006, after which the Board had four
executive Directors, including the Chief Executive.

Non-executive Directors
There are five non-executive Directors on the Board, whose
diverse experience, skills and independent perspective provide
an effective review and challenge of the Society’s activities. 

All Directors hold policies with the Society. In the opinion of the Board, in no instance do these interests interfere with the independence of the relevant Directors.

Authority is delegated to the Managing Director for implementing strategy and managing the Society on a day-to-day basis. There is a formal schedule of matters reserved for the Board’s decision.

The roles of Chairman and Managing Director are separated and the Chairman has primary responsibility for the effective functioning of the Board.

We believe that the Vice Chairman Mr David Rutter is independent notwithstanding his length od service with the Society.

The Board does not believe it is appropriate to appoint a Senior Independent Director, in view of the fact is has a Vice Chairman in office.

For more information please download and read Wesleyan's Report and Accounts 2006.