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Annual General Meeting

The National Counties Building Society’s Annual General Meeting (AGM) was held on Wednesday 28 April.

Results of the 2021 AGM

Because of the Coronavirus Pandemic it was not be possible for members to attend the AGM meeting in person, but we are pleased to announce that a number of our members were able to join us remotely and several good questions were raised and answered. A full list of questions and the responses from our Board will be added to this page in the next few days.  

The routine business of the meeting included thirteen resolutions for which the voting outcome is shown below. Our members have voted overwhelmingly in favour of all the resolutions. We would like to say thank you to all members who took the time to vote this year. 

 

ResolutionResultFor*AgainstWithheld
Percentage**

To receive the Directors' Report, Annual Accounts, Annual Business Statement and Auditor's Report for the year ended 31 December 2020.Passed57261098798.13%
To re-appoint KPMG LLP as auditor of the SocietyPassed535742613892.63%
To approve the Report on Directors' RemunerationPassed481191619384.01%
That the Rules (2021 Edition) laid before the Meeting shall be adopted in place of the existing Rules of the Society (2014 Edition) and shall take effect on such date as the Board shall determine.Passed541827522995.17%
To elect Susan Sharrock Yates as a Director of the SocietyPassed544828718795.00%
To re-elect Rodger Grant Hughes as a Director of the SocietyPassed531940719692.89%
To re-elect Mark Alexander Bogard as a Director of the SocietyPassed533439918993.04%
To re-elect Christopher Rendell Croft as a Director of the SocietyPassed533438220693.32%
To re-elect Andrew David Barnard as a Director of the SocietyPassed532140419792.94%
To re-elect Fiona Mary Crisp as a Director of the SocietyPassed541432718094.30%
To re-elect Patrick Harry Muir as a Director of the SocietyPassed527543620992.37%
To re-elect Simon Wainwright as a Director of the SocietyPassed530640321292.94%
To re-elect John Granville Cole as a Director of the SocietyPassed534237320793.47%
*Any proxy appointments which gave discretion to the Chairman have been included in the 'For' total.

**A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.

 

Society Rules effective from 1 August 2021 (subject to regulatory approval)

 

Minutes from AGM 2021

View a downloadable PDF copy of the minutes from the AGM 2021

Go paperless for AGM information

You can now opt to receive your AGM information packs by email, saving paper, and saving you time too.

Board of Directors

Find out more about our Board of Directors.

AGM information on our NCBS website

This information can also be found on our National Counites Building Society website.

Questions and answers from our 2021 AGM

QuestionResponse
Could you please explain the reasoning behind temporarily withdrawing new investment in Windfall Bonds on at least 2 occasions recently?The Windfall Bond was initially withdrawn from sale in March 2020 in order to facilitate a review of the product terms; in particular the number of tickets entered into the prize draw as well as the number of prizes on offer. Following this, the product relaunched in August 2020 with increased capacity (15,000 tickets in the draw) and increased potential prize fund consisting of 21 prizes totalling £92,500.

Upon relaunch, we were met with a fantastic level of interest in the product and Windfall Bonds were opened at a faster rate than initially anticipated. As the product was bringing in more funds than the Society could sensibly lend, we then took the difficult decision to withdraw the product from sale once more in December 2020. 
Why is there no cyber Security expertise and representation at a board level and how did KPMG sign off the audit without such representation?The Society has placed a significant focus on improving cyber security to protect members' data and the Society's assets. We have achieved Cyber Essentials Plus accreditation and are now planning to seek ISO accreditation. The Board's current view is that the best results will be achieved by seeking advice from industry specialists.

It is difficult to get a cyber security expert who would also satisfy our regulators’ requirements and we therefore buy in expertise as and when it is needed. Our chairman has a specific responsibility to the regulator to ensure there is sufficient expertise on the Board and for training of the non-executive Directors. He attended two seminars on cyber security in the past year and knows a former member of the GCHQ board, whom he can draw on if necessary.

The external auditors, KPMG, consider the risks associated with IT throughout their audit, and that incorporates cyber risk. They perform a risk assessment that includes inspecting the reports provided to the Board and then design their procedures accordingly.
I note the number of women seeking election to become Directors is only two compared with eight men. Please would you be kind enough to explain the selection process for appointing the Directors.The Society is a mutual owned by its members and there are no barriers to becoming a member. The Society is committed to diversity and inclusion and has a varied and diverse workforce. We have recently appointed a Diversity Officer. Of recent senior appointments, the majority have been female, including the most recently appointed Chief Information and Technology Officer. It is always open to members to nominate Directors. From time to time the Board seek to recruit candidates for specific vacancies which require the approval from the PRA and the FCA. An open recruitment for the best candidate meeting the role requirements is then held through independent head hunters.
Why is such a huge increase in profits (155%) not redistributed so members' interest rates can at least maintain parity with inflation?In these extraordinary times the traditional relationship between interest rates and inflation has become dislocated by Government and Bank of England policy decisions. Nevertheless, the Society needs to make a profit to be sustainable, to write new mortgage business. If we cannot write new mortgage business we would not need to attract deposits to fund them. The accounting for the historic lifetime mortgages that the Society wrote is complex and subject to significant swings.  The operation of the ongoing business is reflected in the underlying profits. These underlying profits were actually down this year from £10m in 2019 to around £7m in 2020, impacted by the pandemic. We operate on a very fine margin between the deposit rates we pay and the mortgage rates we can charge. Both of these are set by the market. If our mortgage rates were too high we would attract no business. If our deposit rates were higher than the market we would get engulfed in funds which we could not lend out sensibly.  We really do seek to pay the most competitive rates that we can. 
Prima Facie your undated notice of the AGM I received today is void.

The voting form under Election of Directors states that there are eight candidates for eight vacancies, yet nine are listed numbered 5 to 13 inclusive on the voting form and also included  in the booklet.

In these circumstances the voting form is void if the intention is to elect nine members and a new meeting must be called with proper notice.

I trust that the costs will be met by yourself as signatory of the notice out of your fees and not by the members.
The notice is not undated and is valid and correct.  We are satisfied that our procedures are correct and appropriate.  Each individual resolution has been put to the members. It is hard to see what this questions is intended to achieve as it  adds no information of benefit to members.
Do the board intend to launch in the next year, any savings products that can deliver a real rate of return above or equal to inflation? Do the Board understand, or even care, that savers are currently receiving a negative rate of return and have no incentive to keep their funds with the Society?We understand and we care. But it is the Bank of England policy to set rates so low to encourage people to spend rather than save. That is what they want and that is what the Government want. It makes borrowing very cheap and is lousy for savers, even though one of the lesson from the pandemic is that people need a nest egg to fall back on. We have in the past been able to structure a savings product that guaranteed a return above inflation. It has not been possible to do it since but it is something that we understand people would really value and we will keep it under review. 
Why does the member’s Update that was sent with the voting form not include a Director to staff remuneration ratio? 

Why does the Members' Update say so little about the Society’s employees.  They have surely played a big part in it’s good performance and should be covered properly in the annual report.
The Society's staff together with the members are the key stakeholders in the Society. We recognise their key role in delivering the performance, and staff welfare and pay is a key focus. The Director / staff remuneration ratios compare very favourably to most public companies. The content of the Members' Update is unfortunately largely mandated by regulation. 
Election of Directors on page 2 states "There are eight vacancies on the Board and eight candidates for those vacancies." Thereafter there is a list of nine candidates.

Could you kindly clarify?
We apologise for the error. As you have quite rightly spotted the wording should have been changed to “nine candidates”, as we do have a new Director up for election this year. The other eight Directors are up for re-election. We have made the appropriate checks and there is no evidence that any member was confused by this.
Can you please explain why in the new proposed rules members are always referred to as masculine

Can I propose the rules are reworded to reflect that woman are also members and Directors.
The Society Rules follow a model form approved by the regulator and include a clause defining reference to any gender to include all genders. Whilst it might be desirable to rewrite the rules to make them gender neutral this would be a lengthy and costly exercise and is not felt to be a priority that benefits members at this time . 
1. The member demands that the board confirm that this Society should not get involved in the divisive trend of identity politics and virtue signalling. That this Society has no role in politics and the role of this Society is simply one of providing loans or savings.

2. This Society has wasted a lot of money on re-branding the Society. The performance of this Society is lacklustre with saving members carrying all of the pain of the macro policies regarding low interest rates. The member insists that the pain be spread by all those with a stake in this Society. It is proposed that the pay of board members be cut by 40%. If the board members are as they claim fervent believers in social justice and climate change than they should be content with taking a lower salary , which it is argued is still generous when compared to average wages. There needs to be a further root and branch rationalisation on staff at the Society with more processes being automated.

3. The member demands that the board confirm that they make no political donations or donations to groups who may masquerade as civil rights or social justice change groups , when they have political agendas / and or in some cases links to terrorist organisations.
We welcome feedback from members and your views are of course noted. We would comment as below;

1. The Society is focused on the provision of products and services to its members and is not a political organisation. We need to meet our regulatory and legal obligations and staff pay is determined by a number of factors, details of which are set out in the Society’s annual report. A committed and properly rewarded staff is crucial to the survival of the Society and the delivery of value to members.

2. Little additional expenditure has been made on rebranding. National Counties was shrinking and losing money at the operating level. Something had to change. The Society needed a strategy enabling it to be sustainable. The Bank of England sets the base rate. They want people to spend not to save. Our deposit rates are driven by what we can charge for mortgages in a very competitive market. Pay is determined by market rates. We have made good progress on automation, but at its core the Society looks to treat members as individuals. Mortgages are underwritten individually not by computer scoring. We answer the phones. This is our USP.

3. We support a number of charities which have been selected by way of a vote amongst our staff members. Currently we support the Marsden, Princess Alice Hospice, See Ability, Age Concern, Epsom & Ewell Food bank and Surrey Young Carers.
I have been looking at the information about the AGM and note the lack of diversity among those seeking election/re-election to the Board. I would like to know what steps have been taken to date and what are planned over the coming year to address this situation. Obviously those appointed to the Board need to have the appropriate experience and qualifications but these are unlikely to be exclusive to one sector of Society.

I also note that in the members update, other than the photographs of those seeking election/re-election, the pictures selected do appear to be designed to infer diversity - but of whom? 
The Society is a mutual owned by its members and there are no barriers to becoming a member. The Society is committed to diversity and inclusion and has a varied and diverse workforce.  We have a much higher level of diversity than the local community in Surrey.  We have also recently appointed a diversity officer. Of recent senior appointments the majority have been female. Including the most recently appointed  Chief Information and Technology Officer. It is always open to members to nominate Directors. From time to time the Board seek to recruit candidates for specific vacancies  which require  approval from the PRA and the FCA . An open recruitment  for the best candidate meeting the role requirements is then held through independent head hunters. 
Please could the Board indicate how it will support purchasers of flats requiring a mortgage with the Society in the context of EWS1 and the RICS April 2021 Guidance?The Society takes the view that the RICS April 2021 Guidance is sensible and we support this.  Our Valuers have been informed of this.

We have a duty to ensure any security we lend on is suitable both for our members whose money we lend, and our borrowers, so as to ensure they do not become “trapped” in a property they cannot sell or that it is dangerous.

Thank you for your helpful response, and I note that the Society supports the RICS April 2021 Guidance.
In that context, please could you confirm that where a valid building control certificate is in place for a building over 18 metres, or the building has had potentially dangerous cladding removed (under the Building Safety Fund or otherwise) that the Society would not require an EWS1 as a prerequisite to lending.
The RICS guidance on cladding came into effect on 5th April so is still relative new, however the Society is happy to accept this guidance and has no additional overriding requirements.

We do have certain criteria requirements for lending on high rise flats and apartments, for example above 4 storeys we may restrict the loan to value ratio (this was part of our lending criteria even before the terrible events of Grenfell Tower) but will rely on the professional opinion of the surveyors and valuers we utilise to indicate whether each property we are asked to consider lending against forms suitable security and what additional information may be required before we do so.

Each property we are asked to consider lending against is different but as the surveyor will have visited the property we will be guided by their professional opinion, following their inspection of the property, as to whether an EWS1 Form is required. It may be that a surveyor requires specialist input from a competent expert on cladding should they believe it is present on the property and the EWS1 form was designed to do this in a simple way.

Generally however it is our understanding that where a valuer is able to establish (within the limits of their competence) that the building owner has had potentially dangerous cladding removed, or that a building over 18 metres has a valid building control certificate in accordance with The Building (Amendment) Regulations 2018 an EWS1 form should not be required.
In terms of the arrears cases as at 31/12/20 it is encouraging to see that just 90 accounts were in arrears and the Customer Support team should be applauded.

Am I correct in deducing from the Members Update (pages 23-24), because of the numbers of cases involved, that the 90 accounts which presumably include the 10 at or above 12 monthly payments equivalent are quite separate from any of the pandemic affected members who had requested payment holidays?

Dependent on the answer to the above, could any account holders already in arrears around the start of the pandemic and who then got into even worse difficulties then apply for a payment holiday, and, if so would they be in the original arrears category, or listed in the payment holiday group. if you see what I mean?
The 90 accounts include those accounts over 12 months in arrears.  They are separate from the thousand customers who requested a mortgage payment holiday due to the impact of the pandemic.

The FCA guidance published throughout 2020 initially stated that customers already experiencing payment difficulties, did not qualify for a mortgage payment holiday.  Therefore, those customers were treated as already in arrears.   However, towards the end of 2020, as the guidance was updated, those customers who continued to be impacted by the pandemic and were experiencing payment difficulty, could then apply for a mortgage payment holiday and were included in the payment holiday group.  
Is the Building Society supporting or involved in any innovative solutions to help young people get on the housing ladder? For example, allowing retiring landlords looking to sell their properties to sell them on a progressive basis over a number of years.The very foundation of the Family Building Society, which we launched in 2014, came out of a series of conversations and focus groups with families about inter-generational lending. We have a variety of family-assisted products, such as the Family Mortgage, which allows family members to help other, younger members of the family to get on the housing ladder by providing security and reducing the interest rate on a mortgage, allowing it to be more affordable. We also do Joint Mortgage Sole Owner (JMSO) mortgages which allows family members to go on a mortgage but the ownership sits solely with the child, and that has advantages in relation to certain taxation matters, and in particular stamp duty.

The specific example given as part of the question is not something that we've looked at, but our Director of Development, Keith Barber, who has developed many of our  innovative products, will certainly take this away to consider.
I understand that KPMG were first appointed in 2005 as auditors and every year since. Would it be possible to have a list of ethical auditors to choose from rather than a yes no choice in future?KPMG have been the Society’s auditors for a number of years and in line with corporate governance the Society will be reviewing KPMG’s tenure in the foreseeable future.

When choosing auditors, it isn't just a question of the firm, it's very much a question of the team that you get, as it's the people that you appoint that matter very much. Indeed that has been recognised by the fact that Richard Faulkner signs our accounts in his own personal name rather than the name of KPMG.
Are questions and answers recorded in the AGM minutes and do we all get a copy of the Minutes?Yes, all questions and answers are recorded in the AGM minutes and those minutes are available subsequently for any member of the Society to see.
Does any independent body or person actually test and CBS cyber security? How often is the ability of to reinstate data from backups actually tested?The regulator has a significant interest in cyber security and regularly reviews the financial services industry in general, and individual firms specifically.

The Society has just completed an in-depth cyber questionnaire for the PRA and our internal auditors also regularly review aspects of our cyber security and compare us to the industry standards they see elsewhere. We specifically do penetration testing at regular intervals to see the status both of the systems and also of the people in the business because many breaches occur as a result of human error, as opposed to system issues.

We have a strong focus on cyber security staff training and we have achieved, and continue to achieve the Cyber Essentials Plus accreditation, which is effectively a further outside examination of our cyber security controls.
Does the Society have a business continuity plan in place, and did it, or parts of it need invoking as a result of the pandemic?Yes, we do have such a plan and it is a key document in the arsenal that the Society has. It is also something that our regulators require us to have both from the prudential aspect, to be able to continue the operation of the Society, and also for the conduct aspects of being able to keep delivering the service for members.

The pandemic was something that evolved and a lot of the background capability of the Society, which sat within our business continuity plan, effectively allowed us to operate. As so often happens, the thing that occurs is not something that was the core focus of the thinking of such a document, like your building burning down, or the power being cut to our main building, but it certainly provided the foundation for us to operate remotely. We were very quickly able to effectively operate the Society, largely outside of the office and we continue to do that today.
Is there a recognised union for the staff? The staff, both individually and collectively, would be entirely free to join any union that they wish, but we've had no request for specific union representation by the staff.