Recent governance changes at Nationwide
Following the AGM last summer, and the completion of the Virgin Money acquisition in October, it’s worth noting a few recent changes from a governance perspective.
- Updated Memorandum and Rules of the society
- Nationwide Group now includes Virgin Money following completion of the acquisition
- Changes to the Nationwide board
Updated Memorandum and Rules of the society
The updated Memorandum and Rules have now been published on the society website with an effective date of 1 September 2024. Pages 4-10 of the Notice of AGM 2024 explained the changes. I have archived a copy of the previous version of the Memorandum and Rules (published 1 September 2020) for members who wish to compare the two.
At a later date I have it in mind to map the evolution of the rules since the society was formed.
Nationwide Group now includes Virgin Money following completion of the acquisition
The Virgin Money acquisition was completed on 1 October 2024, as confirmed in this note from the chairman. The interim financial reporting for the 6 months to 30 September was published on 26 November 2024 – with separate reports published for Nationwide building society (results, presentation), Virgin Money UK plc (results) and Clydesdale Bank plc (results). It is my understanding that Virgin Money UK plc and its subsidiaries are now subsidiaries of Nationwide, and in effect the board of Virgin Money now reports to the board of Nationwide (which governs the society, and so the enlarged group as the acquirer).
Around the time the acquisition completed, Chris Rhodes took over as CEO of Virgin Money, with David Duffy leaving the group. As a result, Muir Mathieson was promoted to CFO of Nationwide – he was previously Deputy CFO and Treasurer.
Many of the headlines following the publication of the interim results highlighted the higher than forecast gain from the acquisition (£2.3bn vs £1.5bn) e.g. Nationwide’s £2.3bn takeover gain prompts criticism of Virgin Money bosses (The Guardian). However the Daily Mail/This Is Money drew attention to Nationwide’s £650m support for Virgin Money i.e. members’ equity was used to increase the capital strength of Clydesdale Bank, a subsidiary of Virgin Money UK.
I await the results for the year ending 4 April 2025 with interest, anticipating these will show the consolidated position for the group, and may set further expectations regarding the integration.
Changes to the Nationwide board
Some new directors have been appointed to the board. As is customary, it is expected that these members will stand as candidates for election at the 2025 AGM. You can learn more about these individuals on the Board and Executive Committee section of the society’s website
- Muir Mathieson, Chief Financial Officer (6 September 2024)
- Anand Aithal, Independent Non-Executive Director (appointed 1 October 2024)
- David Bennett, Non-Executive Director (appointed 14 November 2024) – also serves Chairman of Virgin Money UK and Clydesdale Bank
Chris Rhodes has left the board of Nationwide (after serving over 15 years), as he vacated the Nationwide CFO role to become the CEO of Virgin Money (appointed 1 October 2024)
The chairman, Kevin Parry, is now the longest-standing director of the board. He was appointed 23 May 2016, so is approaching the end of his nine year appointment, unless this is extended.
3.6 Appointments to the Board shall ordinarily be for a period of up to nine years, provided the director still meets the criteria for membership and is re-elected by the Society’s members. However, if there is a compelling commercial imperative, the nine year period may be extended for a limited time.
Nationwide Building Society Board Terms of Reference
Tracey Graham, the Senior Independent Director of Nationwide, has also joined the board of Virgin Money as a Non-Executive Director (appointed 23 January 2025).
I am compiling a history of the changes to the board composition of the society as part of my research. I will share this once it is complete.
Rebels with a cause: standing on the shoulders of giants
Pictured: Shelia Heywood presenting a cheque on behalf of Nationwide to Buxton Mountain Rescue in 1989
As I canvass for nominations to support my own candidacy to stand for election as a Director of the Nationwide building society – I am naturally drawn to research those that have attempted this before.
Finding information on the who, when and why has proven an interesting research project. The online mutual society register maintained by the FCA has some big gaps in its records – I have requested that more are digitised. The society doesn’t maintain a large online archive of AGM results and minutes, annual reports etc. Few online news archives go back before the year 2000 (before the internet went mainstream).
Since 1980, I have only identified three candidates who were successfully elected to the board after receiving the requisite member nominations:
- Paul Twyman – elected to the board of the Anglia building society after several attempts and considerable activism. He served on the Anglia board from 1982, joining the Nationwide board at the merger in 1987 and continued serving until 2002.
- Sheila Heywood – elected after several attempts, who served on the Nationwide board 1988 until at least 1993. She was one of the first female directors of the society.
- David English – a former Nationwide manager who was made redundant the year before and I believe was elected at the first attempt. He served on the Nationwide board 1993 to 2002.
Note that all three served at the same time for a period from 1993 until Shelia Heywood stepped down.
I have also identified several candidates that secured sufficient nominations to be entered on the ballot at AGMs but did not receive sufficient votes to elected.
[NB the following list may not be complete for the period 1992-1997 as I do not have a complete list of AGM voting results – entries for 1992 and 1993 were gleaned from newspaper reports filed at the time.]
- Vivian Singh (1992-93)
- Ben Jacobs (1992-93)
- Michael Hardern (1998)
- Andrew Muir (1998, 2001-02)
- Alan Debenham (1999-2005)
- Tim Tanner (2002-03)
I’m now searching to fill a gap in my research that picks up from where Michael Cassell’s book “100 years of Nationwide” leaves off and recent records (mostly online) begin.