Non-executive directors are individuals who act in the capacity of a board member and who are not part of the management team. In the credit union currently, non-executive directors are all volunteers. Successful candidates will need to apply after their election to become Financial Conduct Authority (FCA) approved persons.
1. Criteria for membership of the board
1.1 All nominees for elections to the board must be members of the credit union
1.2 All nominees must be at least 16 years of age
1.3 All nominees for election must be ‘fit and proper’ persons so as to be authorised as approved persons by the FCA
1.4 No nominee can be an undischarged bankrupt, or a person who is disqualified under the Company Directors Disqualification Act 1986, or who has been convicted of any indictment of any offence involving fraud or dishonesty.
1.5 All directors must be able to demonstrate that they fulfil the basic skills and competences required of tboard members. It is against these basic skills and competences that the nominating committee will make recommendations regarding the nomination for election.
The basic skills and competencies of all board members are:
- a commitment to credit union ethics and values.
- an understanding of the business of delivering financial services within a competitive market environment.
- an ability to interpret financial statements and assess financial performance.
- an ability to identify the nature of risk and how it is mitigated and controlled.
- the capacity to understand credit union legislation and regulation.
- an ability to think critically and independently, to ask questions and challenge assumptions.
- a commitment to work as part of a team, to respect confidentiality and collective decision making, and to act in the best interests of the credit union.
1.6 The board may identify special skills, expertise, and competencies for particular roles on the board and committees and the nominating committee will refer to these in particular cases.
2. Director Term of office
2.1 Each non-executive director is elected for a period of three years and shall retire at the end of the period. A retiring non-executive director shall be eligible for re-election.
2.2 In 2022 there are 4 NED’s retiring as they have served a 3-year term as above and all are seeking re-election for a further 3-year term of office.
2.3 Because of 2.2 above, any new applicant to become a director would mean that an open election by show of hands of those members present would be required.
3. Payments to Directors
3.1 Current board policy is that non-executive directors and any non-executive member of a committee of the credit union, shall not be paid for their services other than such reasonable out of pocket expenses as may be approved by the board.
3.2 Geographic representation:
3.3 It is possible for the board of directors to recommend the election of non-executive directors to represent geographic areas, sections and groups served by the credit union. Currently however, this is not the policy of the credit union, and any member may stand.
4. Application procedures
4.1 Applications are to be made via email to firstname.lastname@example.org, email@example.com or firstname.lastname@example.org or in writing to the credit union at:
Transave Credit Union Ltd
G4 Business Centre
Carlisle Street East
All correspondence should be clearly marked ” NED 2022, Private and Confidential”.
4.2 Applications should include a statement regarding the reasons for application and which identifies the nature of the skills, experience and competencies of the candidate. The application should include a curriculum vitae.
4.3 The nominations committee, or representative thereof, will contact the applicant to discuss the application and arrange any further discussions with directors or CEO as required.
4.4 The nomination and application for election to the board shall be in writing and shall be signed by a proposer and a seconder who must also be members of the credit union. This nomination is also signed by the nominee to indicate his/her consent, and his/her willingness to submit to any requirements of the regulator.
4.5 Applications and nominations must reach the registered office of the credit union via post or email at least 3 days before the date of the annual general meeting where the election shall take place.
4.6 Nominations Committee
4.7 Transave CU have a nominating committee (3 NED’s) who take account of the outcomes of the annual evaluation of board and director performance to fill any gaps or weaknesses on the board
4.8 The nominating committee will ensure that the director application and recruitment procedures are open and transparent and the specific details the application process are widely published including on the credit union website.
4.9 The nominating committee will review applications and assess the suitability of the candidate for nomination for election in the annual general meeting. Such assessments are undertaken against the defines skills and competency criteria established for all directors and against any specific criteria as agreed by the board.
4.10 In assessing suitability, the nominating committee also must ascertain that nominees are ‘fit and proper’ to fulfil the requirements of FCA approved person status.
4.11 Only candidates nominated for election by the nomination committee can be voted upon in the general meeting. There are no elections of directors from the floor of the annual general meeting. Any unfilled vacancies on the board at the AGM can be filled after the AGM by co-options to the board.
4.12 It is the responsibility of the nominating committee to ascertain, prior to the annual general meeting, the number of vacancies on the board requiring candidates and to ensure that there is at least one suitable candidate to recommend a to the general meeting for each vacancy. The nominating committee shall also be responsible for identifying and recommending potential co-options to the board during the year to fill any vacancies.
4.13 The nominating committee is full accountable to the board.
5. Right of appeal
5.1 Applicants who are declined for nomination for election by the nominating committee have the right of appeal to the board as a whole.
5.2 In the case of an appeal, the board will review the application and the response of the nominating committee. The board can by a majority, in secret ballot, overturn the decision of the nominating committee and allow an applicant to proceed to election.
6. Director recruitment information pack
6.1 The nominations committee will ensure that each applicant for nomination for election to the board receives a copy of:
The roles and responsibilities of a non-executive credit union director. This agreed document states that directors:
- Establish and maintain the culture, ethics and values of the credit union,
- Lead the strategic direction of the credit union and determine its goals,
- Oversee executive management in the interests of the members,
- Monitor and evaluate progress against the goals set by the board,
- Oversee compliance and the control and mitigation of risk,
- Ensure accountability of the board to the membership for the performance of the credit union and its adherence to credit union values.
An agreed statement of skills and competencies required of all directors (as noted above).
The rules of the credit union
A summary of the credit union’s business plan
A statement of the roles and responsibilities of any particular position under consideration (eg non-executive positions, chair of the credit union or membership of a board committee.
7. Election by the membership in general meeting
7.1 All elections shall be conducted following such procedures as may be established by the board and as documented in the rules of the credit union.
7.2 There are no nominations to be taken from the floor of the general meeting where elections take place.
7.3 The credit union does not allow voting by proxy or by post.
8. Induction of new directors
The nominating committee shall be responsible for the induction of all new non-executive directors. This will involve the production of:
8.1 An induction programme of meetings with the relevant personnel
8.2 A portfolio of relevant literature
8.3 An assessment of training and development needs
8.4 A six-month evaluation of the progress of the board