Annual General Meeting
Thank you to our members who voted in our Annual General Meeting, which took place on Tuesday 22 July. This year over 8,000 members voted, with all resolutions duly passed and the election and re-election of all directors approved. You can see the voting results below.
The votes cast for and against the resolutions were as follows:
| No. | Resolution | Votes For | Votes Against | Votes Withheld | % For |
| 1. | To receive the Annual Report and Accounts for the year ended 31 March 2025. | 8,039 | 20 | 22 | 99.48% |
| 2. | To approve the Report on Directors’ Remuneration. | 7,829 | 191 | 61 | 96.88% |
| 3. | To approve the re-appointment of Deloitte LLP as Auditors of the Society. | 7,967 | 68 | 46 | 98.59% |
| 4a. | To re-elect Jacqueline Arnold. | 7,960 | 83 | 38 | 98.5% |
| 4b. | To re-elect Anna Barsby. | 7,949 | 85 | 46 | 98.37% |
| 4c. | To re-elect Victoria Jane Bruce. | 7,978 | 55 | 48 | 98.73% |
| 4d. | To re-elect Richard Bryan Ellison. | 7,949 | 87 | 44 | 98.37% |
| 4e. | To re-elect Kelli McKechnie Fairbrother. | 7,939 | 89 | 53 | 98.24% |
| 4f. | To re-elect Hamish Cameron Galbraith Marr. | 7,927 | 92 | 62 | 98.09% |
| 4g. | To re-elect Patrick Desmond Moore. | 7,949 | 86 | 46 | 98.37% |
| 4h. | To re-elect Mark John Stanger. | 7,940 | 92 | 49 | 98.26% |
| 5. | To elect Richard James Pike. | 7,931 | 97 | 53 | 98.14% |
| 6. | To approve the change to the Memorandum and Rules of the Society as set out in the explanatory leaflet. | 7,913 | 102 | 66 | 97.92% |
All resolutions were duly passed: Ordinary Resolutions 1-5, receiving over 50% of the votes cast in favour. Special Resolution 6, receiving over 75% of the votes cast in favour. 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.
Pledge for Votes: Donation to Charity
The Society committed to donate £2 for every vote cast to FareShare Lancashire & Cumbria and FareShare Glasgow & the West of Scotland. The Society will therefore donate £14,098 to FareShare Lancashire & Cumbria and £2,064 to FareShare Glasgow & the West of Scotland.
AGM Q&A
The Society is committed to good corporate governance. The Corporate Governance Code states that a director will not be independent if they have served on the Board for more than 9 years. Therefore, this is the maximum period a Board member can sit on the Board. The most effective Boards balance the benefits of long serving members who enhance corporate memory and build strategic stability and the benefits of fresh thinking.
When recruiting, the Society considers whether individuals have the necessary skills and expertise in finance and banking as well as other key areas including technology and risk. Currently the experience of our NEDs spans business, financial management, transformation, technology, financial services, risk management and accountancy. This ensures that every member of the Board can offer a different perspective and diversity of thought.
The People, Remuneration & 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 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 available on our website.
The increase in basic remuneration for directors in 2024-25 was 4%, which was also awarded to all permanent employees. For non-executive directors, who are paid fees, these increased by the same amount.
The Board and PARC undertook a review of the executive pay arrangement, including consideration of the appropriate balance between salary or fixed pay and pay based performance, and how we link performance related pay to the achievement of the longer-term objectives of the Society and the significance of the planned transformation programme.
As a result, a new discretionary element of remuneration, called an LTIP was introduced. The purpose of LTIP is to incentivise delivery of performance over the long term. The Board have determined that the delivery of the whole business transformation plan was best supported by introduction of an LTIP provided to executive directors, members of the Senior Leadership Team and a small number of other employees.
It has been designed as a tool for retention of a high performing team and as a mechanism that will align reward to delivery of both the whole business transformation and growth over the period of strategy execution.
The primary driver is the New Cumberland programme which represents the biggest investment the Society has ever made. It involves a long-term strategic partnership with Tata Consultancy Services (TCS) which will provide the Society with a modern digital infrastructure. This will provide a modern banking platform for our members as well as enhanced security, resilience and reliability.
We have previously outlined that this investment in our future would impact the Society’s profitability, and this was the first of three years where we expected to report a statutory loss. However, we have significantly outperformed our budget expectations, and the Group reported a modest statutory profit of £1 million despite its £16m investment in New Cumberland. Other factors include the falling rate environment which reduces our net interest income and the continued impact of inflation on our cost base.
Our strategy since 2019 has been to make the Society fit for the future, one that meets the needs and expectations of our customers. It’s important that we update the business for our customers, and make sure that the Society continues to do what our customers need as society and technology change.
Updating our business comes at a cost but it is important that we do so in order to ensure the Society remains strong and sustainable for current and future generations. Note 6 to the ARA provides further details on what we spent last year under the New Cumberland programme. The spend in 24/25 was £16 million and we expect our spending to peak during the next two years.
Sustainability is at the core of the Society’s purpose to create a banking experience that is kinder to people and planet. Our objective is to integrate sustainability into how the business is operated and in order to ensure that the necessary systems are in place we need external verification and a framework of standards to adhere to. Therefore, we are currently striving to attain B Corp certification. This is a trusted measure which is used by thousands of businesses around the world to illustrate that they meet high standards of verified performance, accountability and transparency.
This 24/25 we donated another £250 000 to our Kinder Kind of Kitchen initiative which is our partnership with FareShare Lancashire & Cumbria and FareShare Glasgow & the West of Scotland. Our £250 000 donation supported the delivery of the equivalent of 1,348,618 meals and prevented more than 105 tonnes of food waste. In June, we made another donation of £175,000. This means we have given a total of £675,000 to support food banks and projects helping communities in need through our Kinder Kind of Kitchen initiative since it began in 2023.
Every year we donate £2 for every AGM vote that we receive to a nominated charity, and in 2025-26 we will again donate £2 per vote to FareShare Lancashire & Cumbria and FareShare Glasgow & the West of Scotland on our members’ behalf. This year the donation will be used to support the food delivery vans and distribution of food to community groups throughout our local area.
This year our Cumberland Charitable Foundation donated £23,602 to 172 organisations including Allerdale Girl’s Football Club and Kendal Community First Responders. The foundation provides grants for charitable organisations, particularly those aligned with our purpose, to make a positive different to the lives of our customers, communities and people in our operating area.
In order to help the young people in our local communities understand financial matters we joined forces with EVERFI, an international education technology company, to launch a pilot project introducing a mobile-first education resource called Vault: Understanding Money. This is aimed at primary school children in Years 4 – 6 and some older children with special educational needs. The three-year partnership is in its third year and has so far benefited 2,408 students and 67 schools, delivering 69 workshops and 1,088 hours of learning.
Additionally, all colleagues are encouraged to take a paid day off every year to support local charities and community groups. This year, 189 colleagues volunteered at a range of charities including FareShare Lancashire & Cumbria, Galloway Canine Rescue Centre and Well Suited.
You can read more about what we do and why we do it in the Annual Report and Accounts, available on our website.
At present we do not have any plans for a merger or to demutualise, and the primary driver behind our digital transformation is to ensure that the Society will still be here in another 175 years and beyond. If the situation did ever change, which is not envisaged at this point, we will always act in the best interests of our members.
We are committed to supporting our members and providing banking services in a way that our customers want to use them. You’ll always be able to speak to a real person when you come to us. Our flagship English Street branch reopened this year following its refurbishment and we also refurbished our branches in Egremont and Preston.
As part of the re-opening of English Street branch the Society made a strategic decision to relocate the Denton Holme branch to English Street. As part of this decision, we carefully considered the impact to our members and how members who used the Denton Holme branch would be able to get to English Street. Following the relocation of Denton Holme, we held a customer forum to allow our members to engage with us. All services that were available at Denton Holme are available at English Street.
Whilst at this time there is no long term plan to extend our branch opening times, we are proud to keep our branches open in communities where other providers are closing theirs and we are now the only financial institution in 16 of our locations.