MEMBERS’ UPDATE 2019 Incorpora ting No tice of AGM, vo ting informa tion and Summary Financial S tatemen t FIRST CHOICE FIRST CHOICE OUR AIM IS TO BE THE FIRST CHOICE FOR FAMILIES’ MORTGAGES AND SAVINGS. WE BELIEVE THAT FAMILIES WHO WORK TOGETHER ACROSS THE GENERATIONS DESERVE SAVINGS AND MORTGAGE CHOICES THAT ARE BACKED BY EXCELLENT PERSONAL SERVICE AND INNOVATIVE PRODUCTS. That’s why we are particularly pleased that some of the UK’s leading mortgage and savings publications and websites have recognised our efforts across 2019. At the Moneywise Mortgage Awards in May 2019 the Society was voted the ‘Best Lender for Older Borrowers’. This is the second year in a row we have won this award. In addition, and echoing our commitment to two very different groups of borrowers, we were delighted to win ‘Best First Time Buyer Mortgage Provider’ at the Personal Finance Awards. In July 2019, the UK’s leading provider of savings account data, Moneyfacts awarded the Society 'Highly Commended' in the ‘Best Building Society Savings Provider’ and ‘Best No Notice Account Provider’ categories, and ‘Commended’ in the ‘Mortgage Intermediaries Choice’ category. We were also pleased to have been recognised by Savings Champion, one of the UK’s leading independent experts on cash-based savings, who awarded the Society ‘Highly Commended’ in the ‘Best Building Society’ category. At the What Mortgage Awards in July 2019 the Society was voted 'Highly Commended' in the ‘Best Regional Building Society’ category. Finally, in October 2019, the mortgage trade magazine Mortgage Finance Gazette awarded the Society ‘Highly Commended’ in the ‘Best Use of Technology for lenders’ category. 2 MEMBERS’ UPDATE 2019 A MESSAGE FROM YOUR CHAIRMAN A MESSAGE FROM YOUR CHAIRMAN THIS YEAR’S ANNUAL GENERAL MEETING (‘AGM’) WILL BE HELD AT 2PM ON TUESDAY 28TH APRIL 2020 AT THE QUEEN’S STAND, EPSOM DOWNS RACECOURSE, EPSOM, DOWNS, SURREY KT17 5LQ. The formal notice of the meeting is on page 6 of this booklet and further information about the resolutions to be considered at the AGM can be found on page 7. All the information you need to vote on the resolutions is included in this booklet and in the personalised Appointment of a Proxy and Voting Form which accompanies it. You can vote online or by post. As online voting costs us less, we will again donate 25p to the Royal Marsden Cancer Charity for each online vote. RODGER HUGHES DIRECTORS In accordance with the new Corporate Governance Code that recommends that all Board Directors seek re-election each year, you will see that Seven of the Board members are seeking re-election this year – Mark Bogard, Andrew Barnard, Christopher Croft, Fiona Crisp, Patrick Muir, Simon Wainwright and myself. In addition our new Non-executive Director, John Cole, is standing for election. John Howard is retiring from the Board at the AGM. BUSINESS REVIEW I am pleased to report another successful year’s trading by your Society. Group total assets are now two-thirds higher than they were five years ago and underlying profit has again increased in a tough market. Our innovative range of mortgage and savings products continues to win awards. MEMBERS’ UPDATE 2019 3 A MESSAGE FROM YOUR CHAIRMAN Group total assets increased by 10% to customer services team can view all your £2,379m and loan balances were up by 7% information on one screen through the new to £1,829m. Underlying profit before tax FBS Home system. The old Counties Home was £10m and statutory profit before tax Loan Management subsidiary mortgage was £2.9m. The latter was arrived at after book has been migrated in-house from charging a further £4.3m for no negative Capita. More generally, paper-based equity guarantees (NNEG) on our legacy systems are gradually being digitised. lifetime mortgage portfolio, following the A strong theme from our regulator this year large exceptional charge we were required has been ensuring operational resilience. In to make last year (as I explained in my response all the most important business 2018 Report). services have been identified and impact As a result, in addition to the Society’s tolerances set. Scenario testing will be General Reserves, there is some £28.3m undertaken this year to demonstrate our already set aside for these potential NNEG ability to stay within those tolerances. The liabilities which may or may not be incurred aim is to ensure the minimum disruption to over the next 30 years. While this level of Members should an issue arise in the future. prudence should be reassuring to Members The Vice-Chairman, John Howard, will be it does mean that we have less capital retiring at the 2020 AGM after 10 years on available to support high rates of growth the Board. John has been a stalwart over the next five years. The Board is keen consumer champion over many years and not to lose the excellent momentum which given excellent service to the Society and its has been achieved in recent years and will Members. Although rotation rules mean be considering how best to ensure this that he must step down from the Board he continues at its annual strategy review. has agreed to continue to act as an advisor The low interest rate environment appears to the Retail Conduct Risk Committee so here to stay for some while. The only that we can continue to draw on his unique comfort that I can give to savers is that while knowledge and experience in that area. interest rates remain low (in both absolute The Nominations Committee organised a and real terms) the Society has maintained process to appoint a new Non-Executive its tradition of paying some of the highest director using an external recruitment rates in the market. In 2019 our weighted agency. Following that process, John Cole average rate paid was 1.48% compared with was appointed to the Board and will stand 1.07% for building societies as a whole and for election by Members at the AGM. John only 0.84% for banks according to the is a chartered accountant with financial ‘Savings Champion’ website. services experience. He was previously the Good progress has been made in 2019 in Risk Partner at EY and Chair of their Global the continuous process of uprating the Finance Committee. His CV is on page 15 Society’s systems. When you call us our of this Report. 4 MEMBERS’ UPDATE 2019 A MESSAGE FROM YOUR CHAIRMAN The opportunity has been taken to refresh the chairmanship of Board committees with John Cole now chairing the Audit Committee and Simon Wainwright the Risk Committee. While all directors must have regard to stakeholder interests, Fiona Crisp has taken on a specific responsibility for ensuring that employee interests are properly considered (in addition to chairing the Pension Fund Trustees). Patrick Muir continues to chair the Remuneration Committee. Investment in technology will continue. Our Chief Operating Officer, Steve Drury, and his team have a number of projects underway including a paperless end to end mortgage redemptions process and a virtual desktop infrastructure system. Work is also taking place looking at robotic process automation. The objective is to maintain the personalised service and innovative product range that we offer Members but to support it with ever improving technology. Later in the year we will also be launching a new and improved customer website with enhanced features and functionality. We are grateful to those Members who were able to help us in our research, their views and feedback were really important. We remain conscious of the need to get value for money from our IT investments. I look forward to meeting those of you who can make it at our AGM. If you cannot please don’t be shy in letting us have your views as to how we can make your Society even more successful going forward. Rodger Hughes Chairman MEMBERS’ UPDATE 2019 5 NOTICE OF AGM NOTICE OF AGM NOTICE IS HEREBY GIVEN THAT THE 2020 AGM OF NATIONAL COUNTIES BUILDING SOCIETY WILL BE HELD AT THE QUEEN’S STAND, EPSOM DOWNS RACECOURSE, EPSOM DOWNS, SURREY KT18 5LQ ON TUESDAY 28 APRIL 2020 AT 2PM FOR THE FOLLOWING PURPOSES: 1. To receive the Directors’ Report, Annual Accounts, Annual Business Statement and Auditor’s Report for the year ended 31 December 2019. 2. To re-appoint KPMG LLP as auditor of the Society. 3. To approve the Report on Remuneration. 4. To elect John Granville Cole as a Director of the Society. 5. To re-elect Rodger Grant Hughes as a Director of the Society. 6. To re-elect Mark Alexander Bogard as a Director of the Society. 7. To re-elect Christopher Rendell Croft as a Director of the Society. 8. To re-elect Andrew David Barnard as a Director of the Society. 9. To re-elect Fiona Mary Crisp as a Director of the Society. 10. To re-elect Patrick Harry Muir as a Director of the Society. 11. To re-elect Simon Wainwright as a Director of the Society. By order of the Board: Christopher Rendell Croft, Secretary, National Counties Building Society. Date: 1 March 2020 NOTES 1. These Notes form part of the Notice of 3. Voting conditions are contained in the AGM above. Society’s Rule 36 and are summarised on the reverse of the enclosed Voting Form. 2. A member entitled to attend and vote at A copy of the Rules is available upon the AGM may appoint one proxy to request to the Society. attend and, on a poll, vote at the meeting instead of him/her. The proxy may be 4.