illusion

With 17 million Nationwide building society members eligible to vote, more than some sovereign countries, the “modern” mutual’s 2025 AGM should be a leading example of democracy and corporate governance in action. 

Instead the largest building society in the world exhibits contempt for its members by acting in an exclusive and autocratic manner. The outcome is largely a foregone conclusion: very few members attend the AGM, and voting turnout runs at 4% (of which 95% vote in favour). Monitors would classify such a general election result as more befitting an authoritarian, rather than democratic, regime.

Leadership can only be challenged once a year, at an inconvenient time, in a highly stage-managed, virtual environment.

Nationwide holds its Annual General Meeting mid-morning, mid-week, and at the start of the summer holidays. This prevents nearly all members from participating. Most mutuals choose venues, dates and times that raise engagement, not restrict it.

Nationwide is the only building society to operate a virtual-only AGM. The legality of such practice has been called into question by the Financial Reporting Council, while the government has called for a review. Meanwhile every other of the 41 building societies in the UK allow members to attend their AGM in-person. Some also include the option of joining online.

Nationwide instead chooses to: contribute to digital exclusion by denying attendance by those without the necessary skill or technology; employs a Q&A process that means questions can be filtered, screened from view or simply ignored completely; and effectively prohibits members from meeting and interacting with fellow members.

Alternative views are not tolerated.

Nationwide resisted a call for a vote on Virgin Money, the largest acquisition in its history, contrary to the spirit of the law. Nationwide opaquely deems member nominations for their own candidate as invalid or ineligible. Nationwide objects to applications to the FCA to access the member register (a statutory right). Nationwide refuses to allow members to submit nominations or resolutions through digital means (a particular double standard given its investments in technology, support for a virtual-only AGM and electronic voting).

There are no alternative candidates or resolutions on the ballot as a result. So instead of being able to vote FOR an alternative to the board’s recommendations, if you disagree, all you can do is vote AGAINST.

Voting outcomes are skewed by the “quick vote”.

Nationwide employs a prominent, and much criticised, “quick vote” option that makes passing initiatives that are not supported by the board almost impossible. It appears at the top of the paper ballots, and is the first option for electronic ballots (where selecting it makes all other options disappear). Over 80% of members choose to quick-vote, handing considerable power to the chair in support of the board’s recommendations. As a result, approval rates run at 95% or higher.

Even if members were to overcome the inherent bias of the quick vote, some agenda items (e.g. executive remuneration) are non-binding.

Less than 0.002% members attend the AGM. Turnout is just 4% (of which 95%+ vote in favour of the board’s recommendations).

Nationwide argues that this low level of participation is a good sign: members are perceived as mostly content with the status quo. 

The alternative argument is that members recognise their participation is futile: the deck is so stacked against them having their say that turning up to the AGM or voting is a pointless, illusory exercise in governance. 

Nationwide’s management and board pursue their agenda unchecked.

Members’ voices aren’t well represented and can be easily ignored or dismissed. Big decisions can be pushed through unchallenged. Adverse outcomes can materialise without consequence or accountability for the individuals responsible.

As the emphasis of the building society continues to shift towards ‘banking’, it gets harder to see the distinction between the verb and the noun — despite expensive, poorly-executed representations to the contrary.

The board meanwhile supports management in its quest: an expensive and unpopular acquisition, increasing executive pay and growing margins rather than passing on the benefit to all members (“fairer share” payments to a minority of members could be argued to more closely resemble distracting bribes than an equitable distribution of mutual profits). 

Take action: Nominate a candidate to represent your views.

James Sherwin-Smith is seeking nominations from eligible members to represent member views at a board level. Nominate James today so that there is at least one member nominated candidate on the ballot next year.

“Have your say”: Vote AGAINST all measures.  

In the meantime, with no alternatives available to vote for on the ballot, make your voice heard by registering your protest. Reject the quick vote option and instead vote AGAINST all ballot entries.