TIDMOSB
LEI: 213800ZBKL9BHSL2K459
OSB GROUP PLC
(the Company)
NOTICE OF ANNUAL GENERAL MEETING
The following regulated information, disseminated pursuant to
DTR 6.3.5, comprises the Notice of Annual General Meeting (AGM) for
2022 which was sent to shareholders of the Company on 31 March
2022. A copy of the Notice of AGM is available at www.osb.co.uk
The AGM will be held at 90 Whitfield Street, Fitzrovia, London
W1T 4EZ on Thursday, 12 May 2022 at 11 am.
In light of the ongoing COVID-19 pandemic, the Company may put
in place procedures, including as a condition of admission to the
AGM venue, to align with UK government guidelines at the time of
the AGM or as a safety measure, where appropriate. Anyone attending
the AGM in person shall be required to adhere to all UK Government
guidance and restrictions and all site rules at the AGM venue.
Should it become appropriate to revise the current arrangements
for the AGM, any such changes will be notified to shareholders
through our website (www.osb.co.uk) and, where appropriate, by
announcement made by the Company to a Regulatory Information
Service.
Enquiries:
OSB GROUP PLC
Nickesha Graham-Burrell
Group Head of Company Secretariat t: 01634 835 796
Investor relations
Email: osbrelations@osb.co.uk
https://www.globenewswire.com/Tracker?data=ITxfaNsrfeFNh0J37zDtzo79NRUXoIm66yp75qMcn6W_BLK_eOYHhnjrf7HeI6sclHj8EXvksFyWS-g6ikoNsROgoxkxy1r62_owLEJJVpc=
t: 01634 838 973
Brunswick t: 020 7404 5959
Robin Wrench / Simone Selzer
Notes to Editors
About OSB GROUP PLC
OSB began trading as a bank on 1 February 2011 and was admitted
to the main market of the London Stock Exchange in June 2014
(OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October
2019, OSB acquired Charter Court Financial Services Group plc
(CCFS) and its subsidiary businesses. On 30 November 2020, OSB
GROUP PLC became the listed entity and holding company for the OSB
Group. The Group provides specialist lending and retail savings and
is authorised by the Prudential Regulation Authority, part of the
Bank of England, and regulated by the Financial Conduct Authority
and Prudential Regulation Authority. The Group reports under two
segments, OneSavings Bank and Charter Court Financial Services.
OneSavings Bank
OSB primarily targets market sub-sectors that offer high growth
potential and attractive risk-adjusted returns in which it can take
a leading position and where it has established expertise,
platforms and capabilities. These include private rented sector
Buy-to-Let, commercial and semi-commercial mortgages, residential
development finance, bespoke and specialist residential lending,
secured funding lines and asset finance.
OSB originates mortgages organically via specialist brokers and
independent financial advisers through its specialist brands
including Kent Reliance for Intermediaries and InterBay Commercial.
It is differentiated through its use of highly skilled, bespoke
underwriting and efficient operating model.
OSB is predominantly funded by retail savings originated through
the long-established Kent Reliance name, which includes online and
postal channels as well as a network of branches in the South East
of England. Diversification of funding is currently provided by
securitisation programmes and the Bank of England's Term Funding
Scheme with additional incentives for SMEs.
Charter Court Financial Services Group
CCFS focuses on providing Buy-to-Let and specialist residential
mortgages, mortgage servicing, administration and retail savings
products. It operates through its brands: Precise Mortgages and
Charter Savings Bank.
It is differentiated through risk management expertise and
best-of-breed automated technology and systems, ensuring efficient
processing, strong credit and collateral risk control and speed of
product development and innovation. These factors have enabled
strong balance sheet growth whilst maintaining high credit quality
mortgage assets.
CCFS is predominantly funded by retail savings originated
through its Charter Savings Bank brand. Diversification of funding
is currently provided by securitisation programmes and the Bank of
England's Term Funding Scheme with additional incentives for
SMEs.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to what action you should
take, you are recommended to seek your own personal financial
advice immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser who, if you are
taking advice in the United Kingdom, is duly authorised under the
Financial Services and Markets Act 2000, or an appropriately
authorised independent financial adviser, if you are in a territory
outside the United Kingdom.
If you have sold or transferred all of your ordinary shares in
OSB GROUP PLC, please send this document and any other documents
that accompany it as soon as possible to the purchaser or
transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for transmission to the purchaser
or transferee. If you have sold or otherwise transferred only part
of your holding, you should retain this document and its
enclosures.
Notice of Annual General Meeting
OSB Group
(incorporated and registered in England and Wales under company
number 11976839. Registered office: OSB House, Quayside, Chatham
Maritime, Chatham, United Kingdom, ME4 4QZ)
Notice of Annual General Meeting on
Thursday, 12 May 2022 at 11 am
at 90 Whitfield Street, Fitzrovia, London W1T 4EZ
31 March 2022
LETTER FROM THE CHAIRMAN
Dear Shareholder
2021 ANNUAL REPORT AND ACCOUNTS AND 2022 ANNUAL GENERAL
MEETING
I am pleased to inform you that the Annual Report and Accounts
for the year ended 31 December 2021 and the Notice of the 2022
Annual General Meeting of OSB GROUP PLC (the Company) have now been
published. A copy of the 2021 Annual Report and Accounts is
enclosed with this document, together with a Form of Proxy to
enable you to exercise your voting rights at the 2022 Annual
General Meeting (AGM).
The AGM will be held at 90 Whitfield Street, Fitzrovia, London
W1T 4EZ on Thursday, 12 May 2022 at 11 am.
The formal notice of the AGM is set out on pages 3 to 5 of this
document and contains the proposed resolutions (the Resolutions).
Explanatory notes to the business to be considered are set out from
page 6 of this document.
VOTING AT THE AGM
I will, once again, be inviting you to vote on all Resolutions
at the AGM by way of a poll rather than on a show of hands. Poll
voting is in line with practice adopted by many UK public companies
and provides a more transparent method of voting. It will result in
a more accurate reflection of the views of shareholders by ensuring
that every vote is recognised, including the votes of those
shareholders who are unable to attend but who have appointed a
proxy for the meeting. On a poll, each shareholder has one vote for
every share held. I would encourage shareholders to exercise their
right to vote, but in light of the COVID-19 pandemic, the Company
strongly encourages all shareholders to submit a proxy vote in
advance of the AGM, appointing the Chairman of the meeting as their
proxy rather than a named person. This will ensure that your vote
will be counted if ultimately you (or any other proxy you might
otherwise appoint) are not able to attend the meeting (for example
because of restrictions related to the COVID-19 pandemic).
Instructions for completing the Form of Proxy are outlined below.
The valid appointment of a proxy does not prevent you from
attending the AGM and voting in person.
ACTION TO BE TAKEN
Please complete and return the enclosed Form of Proxy so that it
is received by the Company's Registrar, Equiniti, by no later than
11 am on Tuesday, 10 May 2022. If you are a member of CREST, you
may submit a proxy appointment electronically through the CREST
voting service. Further details are set out in the Notes section on
pages 10 to 11.
The results of voting on the Resolutions will be announced to
the London Stock Exchange and posted on the Company's website
following the conclusion of the AGM.
RECOMMATION
The Directors recommend that shareholders vote in favour of each
of the Resolutions at the AGM. The Board considers that the
Resolutions are in the best interests of the Company's shareholders
as a whole and will promote the success of the Company for their
benefit. The Directors intend to vote in favour of the Resolutions
in respect of their own beneficial shareholdings in the Company
(save in respect of those Resolutions in which they are
interested).
COVID-19
In light of the ongoing COVID-19 pandemic, the Company may put
in place procedures, including as a condition of admission to the
AGM venue, to align with UK government guidelines at the time of
the AGM or as a safety measure, where appropriate. Anyone attending
the AGM in person shall be required to adhere to all UK Government
guidance and restrictions and all site rules at the AGM venue.
Should it become appropriate to revise the current arrangements
for the AGM, any such changes will be notified to shareholders
through our website (www.osb.co.uk) and, where appropriate, by
announcement made by the Company to a Regulatory Information
Service.
Yours faithfully
David Weymouth
Chairman
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of OSB
GROUP PLC (the Company) will be held at 90 Whitfield Street,
Fitzrovia, London W1T 4EZ on Thursday, 12 May 2022 at 11 am to
consider and, if thought fit, pass the following Resolutions.
Resolutions 1 to 9 will be proposed as ordinary resolutions.
Resolutions 10 to 14 will be proposed as special resolutions.
1. To receive the audited financial statements and the Auditor's
and Directors' reports for the year ended 31 December 2021.
2. To approve the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy) for the year ended 31 December
2021.
3. To declare a final dividend of 21.1 pence per ordinary share
in respect of the year ended 31 December 2021.
4. Election and re-election of Directors.
To elect the following individual as a Director of the
Company:
Independent Non-Executive Director
(a) Simon Walker
To re-elect by separate resolutions each of the following
individuals as a Director of the Company:
Independent Non-Executive Directors
(b) John Graham Allatt
(c) Elizabeth Noël Harwerth
(d) Sarah Hedger
(e) Rajan Kapoor
(f) Mary McNamara
Non-Executive Director
(g) David Weymouth
Executive Directors
(h) Andrew Golding
(i) April Talintyre
5. To re-appoint Deloitte LLP as the Auditor of the Company.
6. To authorise the Group Audit Committee to agree the
remuneration of the Auditor.
7. To authorise, in accordance with sections 366 and 367 of the
Companies Act 2006 (the Act), the Company and all companies that
are its subsidiaries to:
a. make political donations to political parties and/or
independent election candidates;
b. make political donations to political organisations other
than political parties; and
c. incur political expenditure;
up to an aggregate total amount of GBP50,000, with the amount
authorised for each of heads (a) to (c) above being limited to the
same total. This authority shall expire at the close of business on
30 June 2023 or, if earlier, at the conclusion of the AGM of the
Company to be held in 2023.
For the purposes of this authority the terms 'political
donation', 'political parties', 'independent election candidates',
'political organisation' and 'political expenditure' have the
meanings given by sections 363 to 365 of the Act as at the date of
this notice of meeting.
8. That the Directors are generally and unconditionally
authorised pursuant to and in accordance with section 551 of the
Companies Act 2006 (the Act) to exercise all the powers of the
Company to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company (Rights):
1. up to a maximum aggregate nominal amount of GBP1,499,087.56,
(representing 149,908,756 ordinary shares); and
b. comprising equity securities (within the meaning of section
560 of the Act) up to a further maximum aggregate nominal amount of
GBP1,499,087.56 (representing 149,908,756 ordinary shares) in
connection with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to the holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary
and subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with treasury
shares, fractional entitlements, record dates or legal, regulatory
or practical problems arising under the laws or the requirements of
any regulatory body or stock exchange in any territory or by virtue
of shares being represented by depositary receipts or any other
matter.
This authority shall expire at the close of business on 30 June
2023 or, if earlier, at the conclusion of the Annual General
Meeting of the Company to be held in 2023, save that the Company
shall be entitled to make offers or agreements before the expiry of
such authority which would or might require shares to be allotted
or Rights to be granted after such expiry and the Directors shall
be entitled to allot shares and grant Rights pursuant to any such
offer or agreement as if this authority had not expired; and all
authorities vested in the Directors on the date of the notice of
this meeting to allot shares and grant Rights that remain
unexercised at the commencement of this meeting are hereby
revoked.
9. That, in addition to the authority contained in Resolution 8
in the notice of this meeting, the Directors are generally and
unconditionally authorised pursuant to and in accordance with
section 551 of the Companies Act 2006 (the Act) to exercise all the
powers of the Company to allot shares in the Company and to grant
rights to subscribe for, or to convert any security into, shares in
the Company:
1. up to a maximum aggregate nominal amount of GBP539,671.22 (representing
53,967,122 ordinary shares) in relation to the issue of Regulatory
Capital Convertible Instruments; and
2. subject to applicable law and regulation, at such conversion prices (or
such maximum or minimum conversion prices or conversion price
methodologies) as may be determined by the Directors of the Company from
time to time.
This authority shall expire at the close of business on 30 June
2023 or, if earlier, at the conclusion of the Annual General
Meeting of the Company to be held in 2023, save that the Company
shall be entitled to make offers or agreements before the expiry of
such authority, which would or might require shares to be allotted
or rights to be granted after such expiry and the Directors may
allot shares and grant rights to subscribe for or to convert any
security into shares, in pursuance of any such offer or agreement
as if the authority had not expired.
10. That, subject to the passing of Resolution 8 in the notice
of this meeting, the Directors are empowered pursuant to sections
570 and 573 of the Companies Act 2006 (the Act) to allot equity
securities (within the meaning of section 560 of the Act) for cash
either pursuant to the authority conferred by Resolution 8 in the
notice of this meeting and/or by way of a sale of treasury shares
as if section 561(1) of the Act did not apply to any such allotment
or sale provided that this power shall be limited to:
a. the allotment of equity securities and/or the sale of treasury shares in connection with an offer of or invitation to acquire equity securities (but in the case of the authority granted under sub-paragraph (b) of Resolution 8 in the notice of this meeting by way of a rights issue only):
(i) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to the holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary, and subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems arising under the laws of or the requirements of any regulatory body or stock exchange in any territory or by virtue of shares being represented by depositary receipts or any other matter; and
b. the allotment of equity securities and/or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 10) to any person or persons up to a maximum aggregate nominal amount of GBP224,863.01.
Such power shall expire on the revocation or expiry (unless
renewed) of the general authority conferred on the Directors by
Resolution 8 in the notice of this meeting, save that the Company
shall be entitled to make offers or agreements before the expiry of
such power which would or might require equity securities to be
allotted after such expiry and the Directors shall be entitled to
allot equity securities pursuant to any such offer or agreement as
if the power conferred hereby had not expired.
11. That, subject to the passing of Resolution 8 in the notice
of this meeting and in addition to the power contained in
Resolution 10 in the notice of this meeting, the Directors are
empowered pursuant to sections 570 and 573 of the Companies Act
2006 (the Act) to allot equity securities (within the meaning of
section 560 of the Act) for cash pursuant to the authority
conferred by Resolution 8 in the notice of this meeting and/or by
way of a sale of treasury shares as if section 561(1) of the Act
did not apply, provided that this power is:
1. limited to the allotment of equity securities and/or sale of treasury
shares up to an aggregate nominal value of GBP224,863.01; and
2. used only for the purposes of financing (or refinancing, if the power is
to be exercised within six months after the date of the original
transaction) a transaction which the Directors determine to be an
acquisition or other capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of the notice of
this meeting.
Such power shall expire on the revocation or expiry (unless
renewed) of the authority conferred on the Directors by Resolution
8 in the notice of this meeting, save that the Company shall be
entitled to make offers or agreements before the expiry of such
power which would or might require equity securities to be allotted
after such expiry and the Directors shall be entitled to allot
equity securities pursuant to any such offer or agreement as if the
power conferred hereby had not expired.
12. That, subject to the passing of Resolution 9 in the notice
of this meeting and in addition to the powers contained in
Resolutions 10 and 11 in the notice of this meeting, the Directors
are empowered pursuant to sections 570 and 573 of the Companies Act
2006 (the Act) to allot equity securities (within the meaning of
section 560 of the Act) for cash either pursuant to the authority
conferred by Resolution 9 in the notice of this meeting and/or by
way of a sale of treasury shares as if section 561 of the Act did
not apply to any such allotment or sale.
Such power shall expire on the revocation or expiry (unless
renewed) of the authority conferred on the Directors by Resolution
9 in the notice of this meeting, save that the Company shall be
entitled to make offers or agreements before the expiry of such
power which would or might require equity securities to be allotted
after such expiry and the Directors shall be entitled to allot
equity securities pursuant to any such offer or agreement as if the
power conferred hereby had not expired.
13. That the Company is generally and unconditionally authorised
for the purpose of section 701 of the Companies Act 2006 (the Act)
to make market purchases (within the meaning of section 693(4) of
the Act) of ordinary shares in the capital of the Company on such
terms and in such manner as the Directors may from time to time
determine, provided that:
a. the maximum aggregate number of ordinary shares hereby authorised to be acquired is 44,972,602;
b. the minimum price (excluding expenses) which may be paid for any such share is its nominal value;
c. the maximum price (excluding expenses) which may be paid for any such share is the higher of (i) an amount equal to 5 per cent above the average of the middle market quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company is carried out;
d. the authority hereby conferred shall expire at the close of business on 30 June 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023 unless previously renewed, varied or revoked by the Company in general meeting; and
e. the Company may, before this authority expires, make a contract to purchase its ordinary shares which would or might be executed wholly or partly after the expiry of this authority, and may purchase its ordinary shares pursuant to it as if this authority had not expired.
14. That a general meeting of the Company, other than an Annual
General Meeting, may be called on not less than 14 clear days'
notice.
By Order of the Board
Jason Elphick
Group General Counsel and Company Secretary
31 March 2022
Registered Office:
OSB House
Quayside
Chatham Maritime
Chatham
United Kingdom
ME4 4QZ
EXPLANATORY NOTES
Information about the business to be considered at the AGM is
set out below.
These explanatory notes should be read in conjunction with the
2021 Annual Report and Accounts. This Notice of AGM and the 2021
Annual Report and Accounts are available at www.osb.co.uk. For the
purpose of this Notice, the issued share capital of the Company
with voting rights on 24 March 2022, being the latest practicable
date prior to the printing of this document, was 449,726,018
ordinary shares of GBP0.01 each.
RESOLUTION 1: 2021 Annual Report and Accounts (ordinary
resolution)
The Directors of the Company present the Directors' reports, the
Auditor's report and the audited financial statements of the
Company for the financial year ended 31 December 2021 (the 2021
Annual Report and Accounts) to the AGM as required by the Companies
Act 2006.
The Company proposes an ordinary resolution to receive the 2021
Annual Report and Accounts and, accordingly, shareholders have the
opportunity to raise any questions on those documents under this
Resolution.
RESOLUTION 2: Directors' Remuneration Report (excluding the
Remuneration Policy) for the year ended 31 December 2021 (ordinary
resolution)
In accordance with the Companies Act 2006, shareholders are
invited to approve the Directors' Remuneration Report for the year
ended 31 December 2021. This consists of the Annual Statement from
the Chair of the Group Remuneration Committee and the Annual Report
on Remuneration, which may be found on pages 144 to 146 and 154 to
163 of the 2021 Annual Report and Accounts. It details the
Directors' remuneration for the year ended 31 December 2021 and
sets out the way in which the Company intends to implement the
Directors' Remuneration Policy in 2022. The Auditor has audited
those parts of the Directors' Remuneration Report required to be
audited and its report can be found on pages 170 to 179 of the 2021
Annual Report and Accounts. For the purposes of this Resolution,
the Directors' Remuneration Report does not include the Directors'
Remuneration Policy. The vote on Resolution 2 is advisory only and
the Directors' entitlement to remuneration is not conditional on it
being passed.
The Companies Act 2006 requires the Directors' Remuneration
Policy to be put to shareholders for approval annually unless the
approved policy remains unchanged, in which case it need only be
put to shareholders for approval at least every three years. The
Company is not proposing any changes to the Directors' Remuneration
Policy that was approved at the Annual General Meeting in 2021.
RESOLUTION 3: Final dividend (ordinary resolution)
A final dividend of 21.1 pence per ordinary share has been
recommended by the Board for the year ended 31 December 2021 and,
if approved by shareholders, will be paid on 18 May 2022 to all
shareholders on the register at the close of business on 25 March
2022.
RESOLUTIONS 4 (a) to (i): Election and re-election of Directors
(ordinary resolutions)
Resolution 4(a) relates to the election of a Director. Simon
Walker is standing for election as an Independent Non-Executive
Director having been appointed to the Board of Directors with
effect from 4 January 2022.
Resolutions 4 (b) to (i) relate to the retirement and
re-election of the Company's Directors. The Company's articles of
association require each Director to retire at the AGM. This is in
line with best practice recommendations of the Financial Reporting
Council's UK Corporate Governance Code.
The Board has confirmed, following a performance review, that
each of the Directors standing for re-election continues to be an
effective member of the Board, to make a positive contribution and
to demonstrate commitment to his or her role. The Board believes
that the considerable and wide-ranging experience of the Directors
will continue to be invaluable to the Company. The Board considers
that Simon Walker has and will continue to make a valuable
contribution to the Board and that he has sufficient time to devote
to the Company's affairs. The election to the Board of Simon Walker
has been recommended by the Group Nomination and Governance
Committee. The biographies of Directors can be found in the
Appendix to this document and also on the Company's website
www.osb.co.uk.
RESOLUTIONS 5 AND 6: Re-appointment and remuneration of the
Auditor (ordinary resolutions)
The Company is required to appoint an auditor at each general
meeting at which accounts are laid before the Company, to hold
office until the conclusion of the next such meeting. The Group
Audit Committee has recommended to the Board the re-appointment of
Deloitte LLP as Auditor of the Company and has confirmed to the
Board that its recommendation is free from third party influence
and that no restrictive contractual provisions have been imposed on
the Company limiting the choice of auditor. Resolution 5 proposes
the re-appointment of Deloitte LLP as the Auditor of the Company
and Resolution 6 authorises the Group Audit Committee to agree the
Auditor's remuneration.
RESOLUTION 7: Authority to make political donations (ordinary
resolution)
Section 368 of the Companies Act 2006 (the Act) prohibits
companies from making political donations exceeding GBP5,000 in
aggregate in any 12-month period to (i) political parties, (ii)
other political organisations and (iii) independent election
candidates, and from incurring political expenditure, without
shareholder approval. In line with the Group's policy, neither the
Company nor any of its subsidiaries made any political donations
nor incurred any political expenditure during 2021. It is not
proposed or intended to alter this policy. However, some of the
Group's activities may potentially fall within the wide definitions
of 'political donation' or 'political expenditure' in the Act and,
without the necessary statutory authorisation, the Group's ability
to communicate its views effectively to political audiences and to
relevant interest groups could be inhibited. Such activities may
include briefings at receptions or conferences -- when the Group
seeks to communicate its views on issues vital to its business
interests -- including, for example, conferences of a party
political nature or of special interest groups in specific
areas.
Accordingly, the Company believes that the authority contained
in this Resolution is necessary to allow it and its subsidiaries to
fund activities which it is in the interests of shareholders that
the Company should support. Such authority will enable the Company
and its subsidiaries to be sure that they do not, because of any
uncertainty as to the bodies or the activities covered by the
Companies Act 2006, unintentionally commit a technical breach of
the statutes. Any political donation made or expenditure incurred
under authority of this Resolution will be disclosed in next year's
Annual Report and Accounts.
This authority replaces the similar authority given to the
Directors at the Annual General Meeting in 2021 and will expire at
close of business on 30 June 2023 or, if earlier, at the conclusion
of the Annual General Meeting of the Company to be held in
2023.
RESOLUTION 8: Directors' authority to allot shares (ordinary
resolution)
The Directors currently have a general authority to allot new
ordinary shares in the capital of the Company and to grant rights
to subscribe for, or convert any securities into, shares. This
authority is, however, due to expire at the AGM and the Board would
like to renew it to provide the Directors with flexibility to allot
new shares and grant rights up until the Company's next AGM within
the limits prescribed by The Investment Association.
The Investment Association's guidelines on Directors' authority
to allot shares state that the Association's members will regard as
routine any proposal at a general meeting to seek a general
authority to allot an amount up to two-thirds of the existing share
capital, provided that any amount in excess of one-third of the
existing share capital is applied to fully pre-emptive rights
issues only. Accordingly, if passed, this resolution will authorise
the Directors to allot (or grant rights over) new shares in the
Company: (i) under an open offer or in other situations (including
a rights issue) up to an aggregate nominal amount of
GBP1,499,087.56 (representing approximately 33 per cent of the
Company's issued ordinary share capital); and (ii) under a rights
issue only, up to a further aggregate nominal amount of
GBP1,499,087.56 (representing approximately 33 per cent of the
Company's issued ordinary share capital). In each case, the
reference to the Company's issued ordinary share capital is to the
issued ordinary share capital as at 24 March 2022 (being the latest
practicable date prior to publication of this document).
If passed, this authority will expire at the close of business
on 30 June 2023 or, if earlier, at the conclusion of the AGM to be
held in 2023. The Directors have no present intention of exercising
this authority, however, the Board considers it prudent to maintain
the flexibility that it provides to enable the Directors to respond
to any appropriate opportunities that may arise. The Company did
not hold any shares in treasury as at 24 March 2022.
RESOLUTION 9: Directors' authority to allot shares in relation
to the issue of Regulatory Capital Convertible Instruments
(ordinary resolution)
This Resolution renews the Directors' authority to allot shares
or grant rights to subscribe for or convert any security into
ordinary shares up to an aggregate nominal amount of GBP539,671.22,
in connection with the issue of 'Regulatory Capital Convertible
Instruments'. Regulatory Capital Convertible Instruments are any
securities to be issued by the Company or any member of the Group,
or by a Company outside of the Group with the consent of the
Company or a member of the Group and which are intended on issue to
form all or part of a type or class of securities, the terms of
which are eligible to meet any Regulatory Capital Requirements and
which are:
1. convertible into or exchangeable for ordinary shares of the Company; or
2. issued together with share warrants relating to ordinary shares of the
Company;
and in each case, which grant to, or require, the holder of such
security and/or its nominee a right or obligation (as applicable)
to subscribe for such ordinary shares following a specified event
relating to an actual or prospective adverse change in the capital
position or viability of the Company, any member of the Group or
the Group as a whole or any other event specified in the Regulatory
Capital Requirements and otherwise on such terms as may be
determined by the Directors of the Company or a Committee thereof
upon issue.
The Board believes it is in the best interests of the Company to
have the flexibility to issue Regulatory Capital Convertible
Instruments at any time and from time to time. The authority sought
in this Resolution will be used as considered desirable to comply
with or maintain compliance with such Regulatory Capital
Requirements or targets applicable to the Company. Regulatory
Capital Requirements are specified by the Prudential Regulation
Authority or such other authority having primary supervisory
authority with respect to the Company from time to time in relation
to the margin of solvency, capital resources, capital, contingent
capital or buffer capital of the Company, a member of the Group or
the Group taken as a whole.
The Company intends to seek to renew authority for the issuance
of such Regulatory Capital Convertible Instruments on an annual
basis.
The amount of this authority is, in aggregate, equivalent to
approximately 12 per cent of the issued ordinary share capital of
the Company as at 24 March 2022 (being the latest practicable date
before the publication of this document). No ordinary shares were
held in treasury as at that date.
Resolutions 9 and 12 are intended to provide the Directors with
the flexibility to authorise the issue of Regulatory Capital
Convertible Instruments which contain contractual debt to equity
conversion features. The Resolutions are not intended to provide
authority for any future UK statutory conversion requirements as
may become part of UK national law in the future, for which such
authority would not be required.
The authority sought in Resolution 9 is separate and distinct
from the authority sought in Resolution 8 which is the usual
authority sought on an annual basis in line with guidance issued by
The Investment Association. The authority sought in Resolution 9
will expire at the close of business on 30 June 2023 or, if
earlier, at the conclusion of the AGM to be held in 2023.
RESOLUTIONS 10 and 11: Disapplication of statutory pre-emption
rights (special resolutions)
Resolutions 10 and 11 are special resolutions which, if passed
by shareholders, will enable the Directors to allot ordinary shares
in the Company, and/or to sell any shares out of treasury, for
cash, without first offering those shares to existing shareholders
in proportion to their existing holdings.
The proposed resolutions essentially replicate the powers which
were granted at last year's AGM (and which will expire at the AGM).
Such powers reflect the Statement of Principles published by The
Pre-Emption Group in March 2015, which provides that a company may
seek power to issue, on a non-pre-emptive basis for cash, shares in
any one year representing:
(i) no more than five per cent of the company's issued ordinary share capital; and (ii) no more than an additional five per cent of the Company's issued ordinary share capital provided that such additional power is only used in connection with an acquisition or specified capital investment.
The 2015 Statement of Principles defines a 'specified capital
investment' as 'one or more specific capital investment related
uses for the proceeds of an issuance of equity securities, in
respect of which sufficient information regarding the effect of the
transaction on the listed company, the assets, the subject of the
transaction and (where appropriate) the profits attributable to
them is made available to shareholders to enable them to reach an
assessment of the potential return'. Items that are regarded as
operating expenditure rather than capital expenditure will not
typically be regarded as falling within the term 'specified capital
investment'.
In line with best practice, the Company has structured its
pre-emption disapplication request as two separate resolutions.
Resolution 10 is proposed as a special resolution. If this
resolution is passed by shareholders, it will permit the Directors
to allot ordinary shares for cash on a non-pre-emptive basis both
in connection with a rights issue or similar pre-emptive offer and,
otherwise than in connection with any such issue, up to a maximum
nominal amount of GBP224,863.01. This amount represents
approximately five per cent of the Company's issued ordinary share
capital as at 24 March 2022 (being the latest practicable date
prior to publication of this document). This resolution will permit
the Directors to allot any such shares for cash in any
circumstances (whether or not in connection with an acquisition or
specified capital investment).
Resolution 11 is also proposed as a special resolution. If this
resolution is passed by shareholders, it will afford the Directors
an additional power to allot ordinary shares for cash on a
non-pre-emptive basis up to a further maximum nominal amount of
GBP224,863.01. This amount also represents approximately five per
cent of the Company's issued ordinary share capital as at 24 March
2022. The Directors shall use any power conferred by Resolution 11
only in connection with an acquisition or a specified capital
investment which is announced contemporaneously with the issue, or
which has taken place in the preceding six month period and is
disclosed in the announcement of the issue.
The Directors confirm their intention to follow the provisions
of the 2015 Statement of Principles regarding cumulative usage of
authorities within a rolling three year period. Those provisions
state that a company should not issue shares for cash representing
more than 7.5 per cent of the company's issued share capital in any
rolling three year period, other than to existing shareholders,
without prior consultation with shareholders. This limit excludes
any ordinary shares issued pursuant to a general disapplication of
pre-emption rights in connection with an acquisition or specified
capital investment.
RESOLUTION 12: Disapplication of statutory pre-emption rights in
relation to the issue of Regulatory Capital Convertible Instruments
(special resolution)
Resolution 9 renews the Directors' authority to allot shares or
grant rights to subscribe for or convert any security into ordinary
shares up to an aggregate nominal amount of GBP539,671.22
specifically in connection with the issue of Regulatory Capital
Convertible Instruments. Resolution 12 proposes that the Directors
be empowered to allot equity securities pursuant to that authority
for cash, without first offering those equity securities to
existing shareholders in proportion to their existing holdings.
GBP539,671.22 is equivalent to approximately 12 per cent of the
issued ordinary share capital of the Company as at 24 March 2022
(being the latest practicable date before the publication of this
document).
Renewing this Resolution will permit the Company the flexibility
necessary to allot equity securities pursuant to any proposal to
issue Regulatory Capital Convertible Instruments and, by virtue of
such disapplication, without the need to comply with the
pre-emption requirements of the UK statutory regime. Together with
Resolution 9, Resolution 12 is intended to provide the Directors
with the flexibility to issue Regulatory Capital Convertible
Instruments which may convert into ordinary shares.
Conditional upon the passing of Resolutions 9 and 12, the
Directors would not expect to make use of Resolutions 8 and 11 to
issue Regulatory Capital Convertible Instruments, however, they may
do so, to the extent permissible, if deemed appropriate in light of
capital requirements, market conditions and/or high demand. Any
exercise of the authorities in Resolutions 8 and 10 (if passed)
would be separate from, and in addition to, the exercise of powers
under Resolutions 9 and 12 and would have the effect of diluting
the interests of ordinary shareholders.
RESOLUTION 13: Authority to purchase own shares (special
resolution)
Resolution 13 gives the Company authority to buy back its own
ordinary shares in the market as permitted by the Companies Act
2006.
The authority limits the maximum number of shares that could be
purchased to 44,972,602 (representing approximately 10 per cent of
the Company's issued ordinary share capital as at 24 March 2022)
and sets minimum and maximum prices at which shares may be
purchased.
This authority replaces the similar authority given to the
Directors at the Annual General Meeting in 2021 and will expire at
the close of business on 30 June 2023 or, if earlier, at the
conclusion of the AGM to be held in 2023. A listed company
purchasing its own shares may hold those shares in treasury and
make them available for re-sale as an alternative to cancelling
them. Accordingly, if this Resolution is passed, the Company will
have the option of holding, as treasury shares, any of its own
shares that it purchases pursuant to the authority conferred.
This would give the Company the ability to sell treasury shares
quickly and cost-effectively and provide the Company with
additional flexibility in the management of its capital base. No
dividends are paid and no voting rights are attached to shares held
in treasury. The Company did not hold any shares in treasury as at
24 March 2022 (being the latest practicable date before the
publication of this document). As at that date, there were
2,413,983 options to subscribe for ordinary shares in the capital
of the Company, representing 0.54 per cent of the Company's issued
ordinary share capital. If the full authority conferred by this
Resolution were to be exercised in full, these options would
represent 0.60 per cent of the issued ordinary share capital of the
Company.
Further to the announcement on 17 March 2022, the Company has
commenced a share buyback programme for an amount of up to GBP100
million (the Share Buyback) pursuant to the authority granted at
last year's AGM. The Share Buyback is expected to end no later than
21 February 2023. Any shares purchased by the Company under the
Share Buyback are to be cancelled. The Directors regard having the
flexibility to repurchase issued shares in suitable circumstances
as an important part of the financial management of the Company.
The Directors may consider exercising the authority to purchase the
Company's ordinary shares if market conditions and the Company's
financial position make this possible but will keep the matter
under review. Shares would only be purchased if the Directors
believed that to do so would result in an improvement in earnings
per share and would be in the interests of shareholders generally.
Any purchases of ordinary shares would be by means of market
purchases on a recognised investment exchange and purchased shares
would be cancelled (in which case the number of shares in issue
would thereby be reduced) or, alternatively, held in treasury,
depending on which course of action is considered by the Directors
to be in the best interests of the shareholders at that time.
RESOLUTION 14: Notice of general meetings (special
resolution)
The statutory notice period required for general meetings of the
Company is at least 21 clear days unless shareholders approve a
shorter notice period, which cannot, however, be less than 14 clear
days (AGMs will continue to be held on at least 21 clear days'
notice). At last year's AGM, shareholders passed a resolution
enabling the Company to call general meetings, other than an AGM,
on at least 14 clear days' notice. This approval must be renewed at
each AGM, so, in order to preserve this ability, Resolution 14
seeks such approval. It is intended that the shorter notice period
would not be used as a matter of routine for such meetings but only
where the flexibility is merited by the business of the meeting and
is thought to be in the interests of shareholders as a whole. If
given, the approval will be effective until the Company's next AGM,
when it is intended that a similar resolution will be proposed.
NOTES
1. The Company strongly encourages all shareholders to submit a proxy vote in advance of the AGM, appointing the Chairman of the meeting as their proxy rather than a named person. These notes to the Notice should be read in this context.
2. Only persons entered on the Register of Members of the Company at 6.30 pm on Tuesday, 10 May 2022 (or, if the AGM is adjourned, at 6.30 pm on the date which is two business days prior to the adjourned meeting) shall be entitled to attend and vote at the AGM or adjourned meeting. Changes to entries on the Register of Members after this time shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the AGM or adjourned meeting.
3. A shareholder entitled to attend and vote at the AGM may appoint another person as her/his proxy to exercise all or any of her/his rights to attend, speak and vote at the AGM. A shareholder can appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
4. A proxy does not need to be a shareholder of the Company but must attend the AGM to represent you. Your proxy could be the Chairman or another person who has agreed to attend to represent you. If you wish for a proxy to make any comments on your behalf at the AGM, you will need to appoint someone other than the Chairman of the meeting and give them the relevant instructions directly. Those submitting a Form of Proxy are strongly encouraged to appoint the Chairman of the meeting rather than a named person as their proxy. This will ensure that your vote will be counted even if ultimately you (or any other proxy you might otherwise appoint) are not able to attend the meeting. The valid appointment of a proxy does not prevent you from attending the AGM and voting in person.
5. A shareholder who wishes to appoint a proxy should complete the Form of Proxy which accompanies this notice and includes full details of how to appoint a proxy. If you do not have a Form of Proxy and believe that you should have one, or if you require additional Forms of Proxy, please contact Equiniti's helpline on 0371 384 2701 (+44 121 415 7047 if calling from overseas). Lines are open between 8.30 am and 5.30 pm Monday to Friday (excluding public holidays in England and Wales). Shareholders who hold their shares in uncertificated form may use 'the CREST voting service' to appoint a proxy electronically, as explained below.
6. In order to be valid, a proxy appointment must be returned (together with any power of attorney or other authority under which it is executed or a copy of the authority certified in ink by a bank, a stockbroker or a solicitor) by one of the following methods:
-- in hard copy form by post, by courier or by hand to the
Company's registrar at the address shown on the Form of Proxy; or
in the case of CREST members, by utilising the CREST voting service
in accordance with the procedures set out in note 9 below.
The appointment of a proxy in each case must formally be
received by the Company's registrar no later than 11 am on Tuesday,
10 May 2022.
You may also appoint your proxy electronically online at
www.sharevote.co.uk where full instructions on the procedure are
given. The Voting ID, Task ID and Shareholder Reference Number
printed on the Form of Proxy will be required to use this
electronic proxy appointment system. Alternatively, shareholders
who have already registered with Equiniti Registrars' online
portfolio service, Shareview, can appoint their proxy
electronically by logging on to their portfolio at
www.shareview.co.uk using their user ID and password. Once logged
in, click 'view' on the 'My Investments' page. Click on the link to
vote and follow the on screen instructions.
7. To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid but differing appointments of proxy are delivered or (in the case of appointments in electronic form) received in respect of the same share for use at the same meeting, the one which is last delivered or, as the case may be, received as aforesaid (regardless of its date, its date of sending or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine either which is last sent or which is last delivered or received, none of them shall be treated as valid in respect of the relevant share(s).
In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment submitted
by the most senior holder will be accepted. Seniority is determined
by the order in which the names of the joint holders appear in the
Company's register of members in respect of the joint holding (the
first-named being the most senior).
8. A copy of this notice has been sent for information only, to Nominated Persons (that is, a person who has been nominated by a shareholder to enjoy information rights under section 146 of the Companies Act 2006). The rights to appoint a proxy cannot be exercised by a Nominated Person; they can only be exercised by a shareholder. However, a Nominated Person may have a right under an agreement with the shareholder by whom she or he was nominated to be appointed as a proxy for the AGM or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, she or he may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.
9. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual, which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number RA19) by 11 am on Tuesday, 10 May 2022 (the latest time(s) for receipt of proxy appointments specified in this notice). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in the Uncertificated Securities Regulations 2001.
10. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
11. Voting on all Resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as shareholders' votes (including the votes of those shareholders who are unable to attend but who have appointed a proxy for the meeting) are to be counted according to the number of shares held. As soon as practicable, following the AGM, the results of the voting will be announced via a Regulatory Information Service and also placed on the Company's website: osb.co.uk/investors/shareholder-services/.
12. Please note that the Company takes all reasonable precautions to ensure that no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgment of an electronic proxy form, that is found to contain any virus will not be accepted.
13. A shareholder of the Company, that is a corporation, may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder of the Company, provided that they do not do so in relation to the same shares.
14. Shareholders satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM and that the shareholders propose to raise at the AGM. The Company may not require the shareholders requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's Auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website.
15. Under section 319A of the Companies Act 2006, the Company must, subject to limited exceptions, answer any question relating to the business being dealt with at the AGM which is put by a shareholder attending the AGM. Information relating to the AGM which the Company is required by the Companies Act 2006 to publish on a website in advance of the meeting may be viewed at osb.co.uk/investors/ shareholder-services/. You may not use any electronic address provided in this notice to communicate with the Company for any purposes other than those expressly stated.
16. Shareholders have the right to ask questions in relation to the business of the AGM but no answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. Shareholders wishing to raise any questions relating to the business of the AGM may do so by submitting them to the Company Secretariat ahead of the AGM at company.secretariat@osb.co.uk. You may submit questions until 11 am on Tuesday, 10 May 2022 and the Company will endeavour to publish and maintain an appropriate summary of responses on the 'AGM Information' page of its website in advance of the AGM.
17. As at 24 March 2022 (being the latest practicable date before the publication of this document), the Company's issued share capital consisted of 449,726,018 ordinary shares, carrying one vote each. The Company did not hold any shares in treasury at that date. Therefore, as at 24 March 2022 the total voting rights in the Company were 449,726,018.
18. Copies of:
-- this Notice;
-- the Form of Proxy;
-- the letters of appointment, service agreements; and
-- the annual report and accounts for the year ended 31 December
2021;
are available for inspection at the Company's registered office
during normal business hours from the date of this Notice until the
date of the AGM (excluding Saturdays, Sundays and public holidays)
and will be available for inspection at the place of the AGM for at
least 15 minutes prior to and after the AGM.
19 The Company may process personal data of attendees at the
AGM. This may include webcasts, photos, recording audio and video
links, as well as other forms of personal data. The Company shall
process such personal data in accordance with its privacy policy,
which can be found at osb.co.uk/privacy-policy/
APPIX
Director Biographies
Name and appointment Committee membership Key skills Experience & qualifications
---------------------- -------------------- --------------------- ----------------------------------------
Simon Walker* Member of the Simon has significant Simon has significant experience
Non-Executive Group Audit, experience in in financial services. He joined
Director Group mortgages, SME KPMG in 1980 and was made a
Simon was appointed Risk, Group lending, risk partner of the firm in 1992,
to the Board on Models management and going on to lead the firm's
4 January 2022. and Ratings regulation within National Building Societies
and the and Mortgage Practice and subsequently
Board Capital banking sector. became banking partner in Financial
and Risk Management. Simon graduated
Funding Committees in Law from University College
London and is a qualified chartered
accountant. Simon is a non-executive
director of Leeds Theatre Trust
Limited.
---------------------- -------------------- --------------------- ----------------------------------------
John Graham Allatt* Chair of the Graham has Graham was previously Acting
Non-Executive Group significant Group Credit Director at Lloyds
Director Risk and Group banking, TSB plc and Chief Credit Officer
Graham was appointed Models and credit risk at Abbey National plc. Prior
to Ratings and to this, he spent 18 years
the OSB Board Committees; financial services at National Westminster Bank
in May 2014. a experience. plc culminating in the role
member of the of Managing Director, Credit
Group Audit Risk at NatWest Markets plc.
and the A Fellow of the Institute of
Board Capital Chartered Accountants; Graham
and was involved with housing associations
Funding for nearly 30 years as Treasurer
Committees. and Board member in the North
of England and in London.
As Chair of the Group Risk
Committee, Graham uses his
vast experience and knowledge
to challenge areas of risk.
He participates regularly during
discussions as a member of
the Group Audit Committee and
main Board.
---------------------- -------------------- --------------------- ----------------------------------------
Elizabeth Noël Member of the Noël has Noël was appointed to
Harwerth* Group Audit, extensive the Board of CCFS in June 2017
Senior Independent Group experience in and was its Senior Independent
Director Nomination both the Director from August 2017.
Noël was and public sector Noël is a non-executive
appointed to the Governance, with director of Scotiabank Europe
OSB Board and Group government bodies plc. She is also a member of
the position of Remuneration and the private the UK Export Finance Board.
Senior Independent and sector She is a former
Director in October Group Risk with global non-executive director of Sirius
2019. Committees. banking Minerals plc, Standard Life
companies, which Aberdeen plc and RSA Insurance
brings valuable Group plc, prior to which she
insight held a variety of senior roles
to Boardroom with Citicorp for 15 years,
debate. latterly serving as the Chief
Operating Officer of Citibank
International plc. Noël
has held non-executive roles
with GE Capital Bank Limited,
Sumitomo Mitsui Banking Corporation
Europe Limited, Avocet Mining
plc, Alent plc, Corus Group
plc, Logica plc, The London
Metal Exchange and Standard
Life Assurance Limited.
---------------------- -------------------- --------------------- ----------------------------------------
Sarah Hedger* Member of the Sarah has significant Sarah is a qualified chartered
Non-Executive Group Audit capital management accountant. Sarah previously
Director and and mergers held leadership positions at
Sarah was appointed Group Remuneration and General Electric for 12 years
to the OSB Board Committees. acquisitions in its Corporate, Aviation
in February 2019. experience. and Capital business development
Since joining teams, leaving General Electric
the as Leader of Business Development
Board, Sarah and M&A for its global GE Capital
has division. Before General Electric,
provided good she worked at Lazard & Co.
challenge at Limited for 11 years, leaving
Board as Director, Corporate Finance,
and Committee and also
meetings. spent five years as an auditor
at PwC. Sarah served as an
independent non-executive director
of Balta Group NV, a Belgian
company listed on Euronext,
until 31 December 2021.
---------------------- -------------------- --------------------- ----------------------------------------
Rajan Kapoor* Chair of the Rajan has wide Rajan was appointed to the
Non-Executive Group --ranging experience Board of CCFS in September
Director Audit Committee of 2016. He was Financial Controller
Rajan was appointed and member all aspects of the Royal Bank of Scotland
to the OSB Board of the of banking (RBS) Group and held a number
and the position Board Capital including external of senior finance positions
of Chair of the and reporting, financial during a 28-year career with
Group Audit Funding, Group planning and RBS. Rajan is a Fellow of the
Committee in October Remuneration, analysis, Institute of Chartered Accountants
2019. Group Risk asset and liability and of the Chartered Institute
and management, of Bankers in Scotland.
Group Models taxation and
and stress
Ratings Committees. testing. He
also has
extensive experience
of financial
and
regulatory reporting
in
the UK and US
with a
strong background
in
internal financial
controls, governance
and compliance.
---------------------- -------------------- --------------------- ----------------------------------------
Mary McNamara* Chair of the Mary has broad Mary is a non-executive director
Non-Executive Group senior at Motorpoint plc where she
Director Remuneration management chairs its Remuneration Committee
Mary was appointed Committee and experience in and is a Senior Independent
to the member of Group the Director. She served as a non-executive
OSB Board in May Nomination banking and director of Dignity plc and
2014. and finance Chair of its Remuneration Committee.
Governance sectors. She was the CEO of the Commercial
Committee. Division and a Director of
the Banking Division at Close
Brothers Group PLC. Prior to
that, Mary was interim Chief
Operating Officer of Skandia,
the European arm of Old Mutual
Group, and prior to that, spent
17 years at GE Capital, running
a number of businesses including
GE Fleet Services Europe and
GE Equipment Finance.
Mary uses her broad experience
as a member of a number of
Committees. She chairs the
Group Remuneration Committee
and is an active participant
in all meetings, ensuring that
all points are considered.
---------------------- -------------------- --------------------- ----------------------------------------
David Weymouth Chair of the David uses his David is also Chairman of Mizuho
Chairman Board intricate knowledge International Plc and his other
David was appointed Capital and of current non-executive directorships
to the OSB Board Funding the financial include Fidelity International
in September 2017 and Group services Holdings (UK) Limited and The
and held the position Nomination industry to Royal London Mutual Insurance
of Chairman until and guide and Society. He also served as
October 2019. Governance chair the Board a non-executive director on
He was re appointed Committees; effectively. the board of Bank of Ireland
as Chairman on a (UK) plc. David was previously
4 February 2020. member of the Chief Information Officer at
Group Remuneration Barclays Bank plc and Chief
Committee. Risk Officer at RSA Insurance
Group plc. He sat on
the Executive Committee of
both companies. His experience
as an executive includes a
wide range of senior roles
in operations, technology,
risk and leadership.
---------------------- -------------------- --------------------- ----------------------------------------
Andrew Golding Member of the Andy has over Prior to joining OSB, Andy
Chief Executive Board 30 years' experience was CEO of Saffron Building
Officer Capital and in financial Society, where he had been
Andy was appointed Funding services. from 2004. Prior to that, he
to the Committee. held senior positions at National
OSB Board in December Westminster Bank plc, John
2011. Charcol Limited and Bradford
& Bingley plc. Andy served
as
a non-executive director for
Kreditech Holding SSL GmbH
and Northamptonshire Healthcare
NHS Foundation Trust. Andy
is a director of the Building
Societies Trust Limited. He
served as a member of the Building
Societies Association's Council
and the Financial Conduct Authority's
Smaller Business Practitioner
Panel.
Andy has an in-depth knowledge
of the business and
provides strong leadership
and direction.
---------------------- -------------------- --------------------- ----------------------------------------
April Talintyre Member of the April has broad April was previously an Executive
Chief Financial Board Capital financial services Director in the Rothesay Life
Officer and Funding experience. pensions insurance business
April joined OSB and Group Models She has of Goldman Sachs Group and
in May 2012 and and Ratings been a member worked for Goldman Sachs International
was appointed Committees. of the Institute for over 16 years, including
to its Board in of Chartered as an Executive Director in
June 2012. Accountants the Controllers Division
in in London and New York. April
England and began her career at KPMG LLP
Wales in a general audit department.
since 1992. April has a thorough knowledge
of the business, particularly,
of finance and risk areas.
* Independent Non-Executive Director
OSB GROUP PLC
OSB House
Quayside
Chatham Maritime
Chatham
United Kingdom
ME4 4QZ
+44 (0)1634 835796
www.osb.co.uk
(END) Dow Jones Newswires
March 31, 2022 09:11 ET (13:11 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
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