Governance

Annual General Meeting

Your AGM 

The 168th Annual General Meeting of members was held at 6:30pm on Monday 16th April 2018 at Arthur Rank Hospice Charity, Cambridge.

Those attending heard from Chairman Jonathan Spence who spoke about the balancing act a mutual building society has of bringing in enough savings to fund the mortgage book. The Chairman also thanked Andy Brown for his service after he retired from the Board following his three year rotation. Chief Executive Stephen Mitcham went on to explain how he believes there will always be a need for physical branch locations. The full scripts are available on request. 

Members were then given the opportunity to present questions to the Board, following which their votes on the proposed resolutions were added to those received in advance by post and online.

A poll was held on the following resolutions:



Ordinary Resolutions

1.To receive the Directors’ Report, the Annual Accounts, the Annual Business Statement and the Auditors’ Report for the year ended 31st December 2017.

99% were in favour

2.To approve the Directors’ Remuneration Report.

94.49% were in favour

3.To approve the re-appointment of KPMG LLP as Auditor to the Society for the period from the conclusion of the meeting until the next general meeting at which accounts are laid before the Society.

96.92% were in favour

 

Special Resolution

4. To consider and, if thought fit, to pass the following resolution as a Special Resolution:
That the Memorandum of the Society be amended by:

(i) in paragraph 4(a) deleting 'other than by the creation of a floating charge'; 

98.10% were in favour

(ii) in paragraph 7 in the definition 'dispose (or disposing)' deleting '(except by way of a floating charge)'; 

98.08% were in favour

and

(iii) in paragraph 7 in the definition 'parent undertaking' deleting 'section 258 of the Companies Act 1985' and inserting 'section 1162 of the Companies Act 2006'.

98.57% were in favour 


Re-election of Directors

5. To approve the re-election of Directors

(i) Francis Burkitt

97.20% were in favour

(ii) Stephen Jack

98.08% were in favour

(iii) Andrew Jones

98.10% were in favour

(iv) Andrew Morley

97.61% were in favour

(v) Jonathan Spence

97.76% were in favour

(vi) Victoria Stubbs

98.16% were in favour 

 

Board Committees

The primary focus of the Board is to ensure that the Society has a sustainable future based on strong financial and risk management. The Board also has a duty to ensure that The Cambridge operates within relevant regulation and that proper accounting records and effective systems of business control are established, maintained, documented and audited.

Audit Committees Terms of reference Download

Audit Committee

The Committee is responsible for the review of the integrity of financial statements, the effectiveness of internal controls and compliance systems. It recommends acceptance of the annual accounts to the Board and monitors the performance, objectivity, competence and effectiveness of the internal and external auditors. The Committee recommends to the Board (for approval by our members) the appointment or reappointment of the external auditors.

Remuneration & Organisational Design Committee Download

Remuneration & Organisational Design Committee

The Committee is responsible for the terms and conditions of employment of the Executive Directors and also recommends Non-Executive remuneration to the full Board.

Nominations Committee Download

Nominations Committee

Responsible for succession planning for both Executive and Non-Executive Director positions, the Nominations Committee leads the process for recommending and appointing new members to the Board. It considers the balance, skills range, knowledge and experience of the Board, the requirements of the organisation, and recommending change where appropriate.

Risk Committee Download

Risk Committee

The Committee advises the Board on setting the Society’s overall risk appetite, risk tolerance and risk strategy and is responsible for monitoring risk management across the organisation. The Committee has close links with the Society’s Mortgage Credit, Assets and Liabilities, Conduct Risk and Operational Committees.