Resolutions - important information
Re-appointment of auditors to the Society
Resolution 2 in the Notice of Meeting relates to the re-appointment of Deloitte LLP as auditors of the Society.
During 2009, the Society decided to tender the external audit appointment to a number of firms, including the then existing auditor, KPMG Audit Plc. This tender had the objective of ensuring that the external audit offered the highest quality, continued to be fully independent and offered an effective service for the Society. The previous tender for this service was undertaken in 2000.
The external audit tender process consisted of a formal evaluation for which a selection committee was established, which was led by the non-executive members of the Audit Committee. As a result of the selection process, the board appointed Deloitte LLP as the external auditors. To comply with legislation, the auditors have to be reappointed by the Society's members at the AGM and they will hold this position until the conclusion of the 2011 AGM.
Rule change - dormant accounts
Resolution 4 in the Notice of Meeting refers to a special resolution to approve a change to the Rules of the Society. The Rules contain certain provisions as to how the Society operates. From time to time these Rules need to be updated and it is a legal requirement that any amendments are approved by members.
A full copy of the current Rules can be obtained:
- from any branch;
- by ringing the AGM Helpline number quoted on the Chairman's letter; or
- download a copy now
Subject to members passing the special resolution and the subsequent approval of the Financial Services Authority, it is intended that the Rule change will be effective from 1 July 2010.
Proposed Rule change
The following paragraph is to be added as a new rule 1(c) and existing rules 1(c) and 1(d) to be re-lettered as 1(d) and 1(e) respectively:
"1(c) In these Rules, unless the context requires otherwise:
- references to a Person's holding of Shares include references to any Shares which, under section 4(2) of the Dormant Bank and Building Society Accounts Act 2008, that Person is for the time being treated as having in respect of the balance of a dormant share account which the Society has transferred to an authorised reclaim fund in accordance with section 1 of that Act;
- "hold" or "held", in relation to a Share, shall be construed accordingly; and
- references to an amount standing to the credit of a Shareholding Member in respect of any Shares include references to an amount credited in respect of Shares which the Shareholding Member is treated as having as described in subparagraph (i) above."
Explanation
The change relates to the Society's potential participation in the unclaimed assets scheme established by the Dormant Bank and Building Society Accounts Act 2008 under which amounts held in dormant accounts, with no customer activity for 15 years, are paid over to charitable or social causes.
Participation in the scheme is voluntary and will require the above change to the Society's Rules to protect the membership rights of members whose accounts might be included in the scheme. Under the Act, affected members are fully protected and have a right to reclaim the balance on the account.