AGM Results

Annual General Meeting - 21 July 2020

The votes cast for and against the following three resolutions were as follows:

No. Resolution Votes For Votes Against Votes Withheld % For
1 To approve the Annual Report and Accounts 11862 33 41 99.7%
2 To approve the Report on Directors' Remuneration 11493 353 90 97.0%
3 To re-appoint Deloitte LLP as Auditors of the Society 11754 113 69 99.1%

With respect to the resolutions for the election and re-election of directors, the votes cast for and against the candidates were as follows:

Candidates Votes For Votes Against Votes Withheld % For
Jacqueline Arnold 11777 113 46 99.1%
Richard Ellison 11749 131 56 98.9%
Eric Gunn 11744 129 62 98.9%
John Hooper 11726 149 61 98.8%
Michael Hulme 11744 128 64 98.9%
Alan Johnston 11757 124 55 99.0%
Desmond Moore 11747 132 67 98.9%
Mark Stanger 11730 143 63 98.8%

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

Mrs Arnold, Mr Ellison, Mr Gunn, Mr Hooper, Mr Hulme, Mr Johnston Mr Moore and Mr Stanger were all duly elected.

Donation to charity

With the removal of branch voting due to Covid-19, fewer votes have been cast at this year’s Annual General Meeting.  The Society therefore committed to match the 2019 donation to ensure there is no detrimental impact on the charitable donation.  The Society will therefore be donating £18,813 in respect of its pledge for votes at this year’s Annual General Meeting to FareShare, for use within our branch operating area.

Questions from members

  • Composition/Diversity of the Board

    “What is the Board doing to increase the gender, ethnic and professional diversity of its non-executive directors?”

    We are committed to equality and diversity, but we acknowledge that there is always more that we can do. You can find more details of our commitment and efforts to increase diversity in the Nomination and Governance Committee and the People, Remuneration and Culture Committee reports in the Annual Report and Accounts, available on our website.

    We are a signatory to the Women in Finance Charter, which commits us to having at least 33% of senior roles (including board positions) filled by women by April 2021. We are currently recruiting two new non-executive directors and to help achieve that aim, female-only shortlists have been used to ensure we are able to meet our commitment. At present, over one third of our Senior Leadership Team and Extended Leadership Team are women. In terms of ethnic and professional diversity, the Board strives to recruit from these backgrounds where possible, whilst ensuring compliance with the corporate governance code in recruiting members with the necessary skills and expertise in finance and banking.

  • Director Remuneration
    • “Is the increase in director remuneration justified?”
    • “Is the pay ratio between a typical staff member and the Chief Executive appropriate?”
    • “Do typical staff members have the ability to earn bonuses in the same way executive directors do?”
    • The People, Remuneration and Culture Committee reviews remuneration at all levels of the business, and approves the bonus structure for Executive Directors. We must pay a rate that is reflective of the market to ensure we recruit the appropriate people, and in order to effectively run the business for the maximum benefit of our members. You can find more details of our commitment to fair and appropriate remuneration for all people in the People, Remuneration and Culture Committee report in the Annual Report and Accounts.

      The increase in basic remuneration for directors in 2019-20 was limited only to the cost of living increase of 3%, which was also awarded to all permanent employees. For non-executive directors, who are paid fees, these increased by the same amount. Most non-executive directors have had changes made to their level of responsibility and attendance on sub-committees, and therefore their remuneration has increased to reflect that. The figures from 2018-19 and 2019-20 are therefore not directly comparable.

      All people in our business have the opportunity to receive a discretionary bonus. This is linked to achievement of their objectives, which are set as part of their annual appraisal. Those people who exceed their objectives are awarded a discretionary bonus in addition to any annual cost of living increase in their basic remuneration.

  • Change of Auditors

    “In light of recent accounting scandals in other sectors of the UK economy, what is the Society’s policy is on reappointment/change of auditors?”

    The integrity and impartiality of our external auditors is one of the key considerations for the Board. In order to minimise risk, we follow the UK Corporate Governance Code. This requires that we retain the same auditors for no longer than a 20 year period, and undertake a re-tendering process after 10 years. Additionally, regulation requires that our statutory auditor, who is responsible for oversight and certification of the audit, is rotated internally. This year, Stephen William replaced David Heaton in that role, further strengthening the independence of our external auditors.

    You can find more details of the Board’s policies on the retention of external statutory auditors in the Audit Committee report, in the Annual Report and Accounts.

  • Financial Performance

    “The Society’s profit has fallen significantly in the previous financial year, and is forecast to fall further. Is the Society well positioned to weather the potential storm caused by Covid-19?”

    Our financial performance this year was in line with expectations, even though our gross profit was lower than in previous years. This is mainly due to our strong investment in realising our Cumberland 2025 strategy. We have recruited a number of experienced people who will play a key part in our transformation, and increased our capability and resilience. Whilst the medium-long term effects of Covid-19 are uncertain, we have a strong balance sheet with significant reserves that have been accumulated over many years. Our Cumberland 2025 strategy puts us in a good position to support our members and local economy as we emerge from lockdown and the economy restarts.

  • Strategy
    • “Is the Society proposing to close any branches?”
    • “Has the Society considered a ‘Mobile Bank’ for rural communities”?
    • “Are you planning on giving customer access to their savings and mortgage accounts online?”

    We don’t have any plans to close any of our branches at present, but we don’t know what the future of banking will look like once the pandemic is over. We are closely monitoring how people are adapting their use of our branch network to help make sure we have branches open in the right places at the right times. Having a mobile branch is not something that we have considered so far, but it will definitely get fed into the review of how the use patterns at our branches have changed.

    Something that we are doing is investing in our digital offering to members, and one of the key ways to do that is to offer digital savings to our customers. We are currently hard at work investigating how to implement a new digital savings platform, and we will start work to launch this once we have identified the best implementation approach. We are also looking at making our mortgage process digital too, and will keep members updated as we refine our ideas and start to build the technology required for this.

  • Sustainability/Environment

    “What the Society is doing to become more sustainable and limit its impact on the environment?”

    This year we have included more detailed information in the Annual Report and Accounts about our environmental impact. We recognise the importance of continuing to mitigate our environmental impact. The majority of our carbon emissions come from lighting and heating our branches, and as we progress through our programme of branch refurbishments we are reviewing all opportunities to install energy saving options. We have already installed efficient LED lighting in seven branches, and replaced gas boilers at Keswick with ones with increased energy efficiency. We will continue to focus on our energy use to identify areas of potential improvements.

  • AGM Format
    • “Is it possible to live stream the AGM online so that members can attend virtually?”
    • “Can replies to questions for the board be provided in advance, so that members can make an informed choice when voting?”

    Planning for our AGM begins in January, six months before the AGM takes place. When the country went into lockdown in mid-March, it became clear that we couldn’t hold the event in person as we had planned and it was unclear whether we would be able to hold an AGM at all. In the circumstances we were in, it wasn’t possible to arrange a digitally secure fully virtual meeting, where any member could attend and vote in person, at such short notice. However, it is definitely something we will keep under review for future years.

    We did consider simply streaming the AGM, but it has been unclear what form the physical meeting would be able take and whether anyone would be allowed to film it; in the end, it will be a short formal meeting this year. So we decided the best option was to allow you to ask questions of the Board when you voted. This was to ensure that you still have the opportunity to ask the Board questions about the running of the Society, even if you couldn’t attend the physical AGM meeting to ask those questions. Unfortunately, as the voting closes very close to the date of the AGM, it’s not possible to provide answers to questions before voting closes. However, all the information you need to make an informed decision is contained in the Annual Review booklet, which is sent out with the voting pack and is available online. More detailed information is available in the Annual Report and Accounts.