Good afternoon ladies and gentlemen and welcome to the Annual General Meeting of Yorkshire Building Society. I would like to thank you all for coming to the meeting - we do appreciate it when members make the effort to join us.
Can I begin by introducing myself? I am Ed Anderson, Chairman of the Society.
I would also like to introduce my colleagues who are here today.
On my right are:
Iain Cornish, Chief Executive
Robin Churchouse, Finance Director;
Ann FitzPatrick, Group Secretary;
Philip Johnson, non-executive Director and Chairman of the Audit Committee;
Kate Barker, non-executive Director; and
David Paige, non-executive Director.
On my left are:
Richard Davey, Vice Chairman;
Simon Turner, non-executive Director and Chairman of the Remuneration Committee;
Andy Caton, Corporate Development Director;
Ian Bullock, Sales and Marketing Director;
Lynne Charlesworth, non-executive Director and Chairman of the Group Risk Committee; and
Roger Burden, non-executive director.
(The Chairman then referred to ’housekeeping’ points and Notice of the Meeting)
Before I turn to the business set out in the Notice, Iain will review the Society’s performance in 2010 against the background of the market conditions we have experienced in the past 12 months, before setting out our plans for the future.
As you may know, we have today announced that the Yorkshire and the Norwich and Peterborough Building Society have agreed the terms of a proposed merger. Coming after our successful merger last year with Chelsea Building Society, we strongly believe that a merger with N&P will build on our combined strengths and is an extremely positive development with clear benefits to both Yorkshire’s and N&P’s members. I will leave it to Iain to explain this in more detail.
After Iain’s presentation, Simon Turner, the Chairman of our Remuneration Committee, will deliver a summary of the directors’ remuneration report. Societies are not legally obliged to ask members to vote on the remuneration report. However, we have done this now for a number of years and are asking members to vote on it once again today. We believe that in the spirit of transparency - and given the justifiable member interest in the level of remuneration for executive directors in particular at banks but also across the wider financial services sector – that a vote is good practice, so Simon will set out our approach to executive remuneration in some detail.
Finally, voting on the resolutions will take place.
There will be an opportunity to ask any questions later in the meeting, or on a one to one basis after the meeting, and we will take questions in the meeting before we move onto voting.
Before I hand over to Iain, I would like to highlight the background to, and headlines of, our performance in 2010.
Despite a return to modest economic growth, in 2010 we saw a further year of tough market conditions. But against this backdrop the Yorkshire once again demonstrated its resilience, and produced a very strong, all round performance, and our prudent approach continued to serve the Society and all our members well.
Our objectives for 2010 included:
I believe we have successfully delivered in all these areas.
I am now going to hand over to Iain who is going to talk in more detail about our financial performance and about our progress with the Chelsea merger and our intended N&P merger. After that Simon Turner will talk about remuneration matters, I will cover Board matters more generally and then we will take members’ questions.
(After the reports from the Chief Executive and the Chairman of the Remuneration Committee, the Chairman continued as follows:)
Thank you Iain for that very insightful and comprehensive presentation. And thank you to Simon as well for your presentation on behalf of the Remuneration Committee which I believe sets out our approach in clear terms.
It is the Board’s view that the Yorkshire’s senior team has performed extremely well, demonstrating with great skill not only the Society’s resilience in challenging times and delivering a strong financial performance but also achieving the successful integration of Chelsea.
The integration has been a major and at times complex task for not just our senior team, but for all our staff. I would like to echo Iain’s words of thanks to our senior management team and all our people. Their ongoing commitment, loyalty and hard work have been outstanding in a challenging and historic year for the Society.
My particular thanks also go to my fellow non-executive directors who have worked extremely hard and diligently throughout 2010 and the first part of this year. The additional time commitment and responsibility on their part, particularly due to the Chelsea merger and the proposed N&P merger, has been tremendous and I am extremely proud of the way in which the Board as a whole has worked together throughout this period.
In respect of the Board, I would like to mention Indira Thambiah and Andrew Gosling.
Indira stepped down as a non-executive director in September 2010 to become executive Chairman at Multiyork. We are grateful for her contribution to the Yorkshire’s success and she goes with our good wishes.
Andrew, who was the Finance Director of the Society for nine years, retired in May 2010. The Board wishes to thank Andrew for his contribution, in particular for his role in successfully helping the Society to navigate through the financial crisis and helping to establish the strong foundation on which we are now building. We wish him well in his retirement.
I would also like to welcome Roger Burden, Kate Barker and Robin Churchouse who have joined the Board during 2010.
Roger, a former non-executive director of Chelsea Building Society, was appointed a non-executive director of the Yorkshire in April. He has a wealth of experience in financial services, with previous roles including Chief Executive and Chairman of Cheltenham & Gloucester plc and Chairman of the Council of Mortgage Lenders.
Kate re-joined the Board as a non-executive director in November. Kate previously stepped down from our Board when she became a member of the Bank of England’s Monetary Policy Committee in 2002, where she remained until May 2010.
Robin was appointed to the Board as Finance Director in June 2010. Robin was previously General Manager, Risk & Planning, with responsibility for the Yorkshire’s strategic planning as well as risk and capital management across the Society.
Roger, Kate and Robin are due for election at this meeting, and I am pleased to recommend them to you.
I would also like to thank you, the members, for your continuing loyalty to the Yorkshire.
Before I turn to the formal business of voting on the resolutions I would like to say a few more words about the Board.
As I have just mentioned, three directors are due for election - Kate Barker, Roger Burden and Robin Churchouse and a further three directors are due for re-election at this meeting – Ian Bullock, Andy Caton and Philip Johnson - who were all elected or re-elected three years ago and therefore it is a legal requirement that they are put forward for re-election at this AGM. Your Board considers that the performance of these individuals continues to be effective and that they demonstrate the necessary commitment to the role, and I am therefore pleased to recommend them to you also.
I can confirm that all non-executive directors, as well as executive directors, are subject to personal evaluations and that all directors’ re-elections are reviewed by the Board without the relevant director being present. The Board and director evaluations have this year been carried out by external consultants, Praesta Partners, to ensure independence and objectivity and in line with best practice. This process confirmed that the Society’s Board is highly effective and well placed on all key aspects of board performance.
Finally, my special thanks go to Iain Cornish, who in February had indicated to the Board his desire to step down from his position. It is entirely a personal decision by Iain who feels now is the right time to allow a new leader to take the Society forward.
In his eight years as Chief Executive, Iain has proved a strong and outstanding leader, and, above all, shown a deep commitment to mutuality and to serving the best interests of our members.
He has successfully guided the Society through the worst economic crisis in a generation and it is a testament to his skills that he leaves the Yorkshire as a strong and independent Society extremely well placed for the future.
One of his achievements has been to develop an extremely strong management team which remains clearly focused on continuing to manage the Society. We have commenced the process, personally overseen by me, of finding a suitable successor who shares our values and who will build on Iain’s achievements and continue to deliver the Society’s strategy. Until that process is completed Iain will remain Chief Executive and continue to work with the Board and senior management.
On behalf of the Board and the Society I would like to sincerely thank Iain for his tremendous contribution and wish him well and every success in his future career.
(The Chairman then invited questions from the members present which was followed by voting on the resolutions).
View the voting AGM 2011 results.
Yorkshire Building Society is one of the largest building societies in the UK. We offer a range of financial products and services including: savings & investment accounts, insurance products, loans, mortgages and more.
Get in touch with us:
Yorkshire Building Society is authorised and regulated by the Financial Services Authority (FSA).
