The Oddfellows’ Board of Directors

Information about nomination, independence, induction training and the evaluation of Directors.

Nomination of Directors
The Board of Directors nominate Executive Directors and External Non Executive Directors and the Branches nominate Member Non Executive Directors (MNEDs).

The Governance Committee acts as the Nominations Committee interviewing all new nominated MNEDs and/or Term Directors.

A resolution is put to members at each Annual General Meeting to appoint the whole Board. The Rules of the Society specifically prohibit canvassing by individuals with a view to them being elected onto the Board of Directors (BoD). The Curriculum Vitae (CV) of each member of the BoD is printed in the Agenda Book for the Annual General Meeting (AGM) which is sent to each Deputy at least 20 working days before the start of each AGM.

Independence
The Society defines that a Non Executive Director is independent provided that the individual:

  • has not been on the Board of Directors for more than nine years and/or
  • is not a member of the Society's occupational pension scheme.

There is a Senior Independent Director who is available to members for unresolved concerns.

Determining whether or not there are relationships or circumstances that are likely to affect a Director’s judgement or independence is delegated to the Secretary of the Order and Company Secretary, who review the contents of the Related Party Transactions declarations as required by Financial Reporting Standard 102, Section 33, together with the Annual Fit & Proper Monitoring Form completed by each Director. In addition, Directors are required to declare any interests they may have when discussions take place.

Induction training and evaluation of Directors
In accordance with the Society’s Training and Development Scheme for the BoD, each member of the BoD and Sub Committees is evaluated by their peers on an individual basis before the end of each year. During the year, each member of the BoD and Sub Committees undertakes Continuing Professional Development (CPD) appropriate for themselves. Full records are kept of the progress of the individual’s training which is updated as appropriate. The Secretary of the Order and Company Secretary can therefore ensure that the Directors continually update their skills and knowledge so they can fulfil their roles both on the BoD and Sub Committees.

Election to the BoD is followed by a formalised tailored induction process on the Society’s business and regulatory environment. All Directors are required to update their skills and knowledge through meetings with the Executive Directors of the Society, its Senior Management and relevant external courses, all of which is fully documented in the Training and Development plan. Any individual training requirements resulting from the evaluation process are documented and the necessary arrangements made.

During their time as a Director, each incumbent is assessed annually by all Directors by way of ‘Peer Evaluation’ which highlights strengths and areas for development which can be appropriately addressed. In the months preceding Chairmanship each incumbent attends a Chairmanship course at the Institute of Directors to hone the skills they have developed during their time on the BoD and prepare them for their year as Chairman of the BoD.

The Training and Development Scheme ensures that the training, development and knowledge standards are appropriate not only to demonstrate a level equal to the regulatory requirements and obligations, but also appropriate and suitable to meet the needs of Directors and the Society.

A key element of the Training and Development Scheme is the requirement for all Directors to undertake the following e‑learning modules on a regular basis:

  • Conduct Risk
  • UK Financial Services Regulation
  • Senior Management Arrangements
  • Approved Persons
  • Treating Customers Fairly (TCF) and Complaints Handling
  • Money Laundering and Financial Crime
  • Anti-Bribery
  • Data Protection Act
  • Information Security
  • Whistleblowing
  • Health and Safety

The evaluation of members of the BoD includes team evaluations as well as the individual evaluation by peers. The team evaluation process includes the BoD, Commercial Board, Fraternal Board, Audit, Risk & Compliance Committee and Insurance Committee, whilst the individual assessments are designed to ensure that each member is evaluated across all their duties and responsibilities as a Director of the Society. The results of the evaluations are taken into account when assessing the overall balance, effectiveness, appropriateness and competence of the BoD.

The Chairman meets each member of the BoD after each evaluation to discuss the development needs of each individual. The evaluation of the Chairman is carried out by the Senior Independent Director. Given that the Chairman of the BoD is elected for a one year term only, it is not thought necessary for the Directors to meet annually without the Chairman being present in order to evaluate the Chairman’s performance.