The Board is appointed in accordance with the Rules of the Society and comprises 13 non-executive and five executive directors.
There were 10 meetings of the Board during 2003. The Board is responsible for the overall direction and strategy of the Society and has set in place a schedule of matters requiring the consideration and approval of the whole Board. Quarterly meetings are arranged for the Regulatory Compliance Committee. There were three meetings of the Audit and Risk Committee and five of the Remuneration and Appointments Committee in 2003 and at least four meetings are scheduled for each in 2004.
Restructuring continued under CFS during the year. Provision has also been made in the Rules for the appointment of two independent professional non-executive directors, the first such appointment was made on 4 March 2003 of Graham Stow, and David Davies was appointed on 3 June 2003. Bob Burlton (Chair designate, Co-operative Group) joined the Board as a non-executive director on 26 March 2003 and Paul Hewitt, Chief Financial Officer of the Co-operative Group, was also appointed to the Board as a non-executive director on 16 May 2003, pursuant to the retirement of David Jackson. John Reizenstein, Executive Director, Finance and Actuarial of CFS was appointed to the Board on 9 June 2003.
Sir Graham Melmoth resigned from the Board on 16 May 2003 having served since 1996. Bill Brown, Deputy Chair, resigned on 3 June 2003 after 15 years service on the Board. Doug Fletcher, who joined the Board in 1998, was appointed as the Deputy Chair in July 2003. Peter Marks, non-executive director, resigned on 11 November 2003, after 3 years on the Board.
All the directors who served during 2003 were as follows:
| Simon Butler | Age 49. Chair. Occupation - teacher. Member of the Co-operative Group Central and Eastern Regional Board. Appointed in 1999. |
| Martin Beaumont | Age 54. Chief Executive of the Co-operative Group. Appointed in 2002. |
| Graham Bennett | Age 53. Chair of the Bank. Occupation - Chief Executive Officer and Secretary, Southern Co-operatives. Appointed in 2000. |
| Bill Brown | Resigned 3 June 2003. |
| Bob Burlton | Age 55. Chair designate of the Co-operative Group Board. Occupation - Chief Executive, Oxford, Swindon and Gloucester Co-operative Society. Appointed with effect from 26 March 2003. |
| Keith Darwin O.B.E. | Age 59. Chair of the Co-operative Group Board and CFS. Occupation - professional non-executive director. Appointed in 1995. |
| David Davies | Age 56. Independent professional non-executive director. Appointed with effect from 3 June 2003. |
| Doug Fletcher | Age 49. Deputy Chair. Occupation - Chief Executive, Plymouth and South West Co-operative Society Limited. Appointed in 1998. |
| David Grattan | Age 49. Executive Director, Finance. Appointed in 2002. |
| Paul Hewitt | Age 47. Chief Financial Officer of the Co-operative Group. Appointed with effect from 16 May 2003. |
| Chris Hirst | Age 58. Executive Director, Investment Management. Appointed in 2002. |
| David Jackson | Resigned 16 May 2003. |
| Peter Marks | Resigned 11 November 2003. |
| Charles McKeown | Age 54. Insurance Sales Director. Appointed in 2002. |
| Sir Graham Melmoth | Resigned 16 May 2003. |
| Terry Morton | Age 58. Deputy Chair of the Co-operative Group Board. Occupation - chartered engineer. Chair of the Co-operative Group North Eastern and Cumbrian Regional Board. Appointed in 1998. |
| Finian O'Boyle | Age 47. Executive Director and Chief Operating Officer. Appointed in 2002. |
| Mervyn Pedelty | Age 54. Chief Executive. Chief Executive of CFS and the Bank. Appointed in 1998. |
| John Reizenstein | Age 47. Executive Director, Finance and Actuarial of CFS. Appointed with effect from 9 June 2003. |
| Graham Stow | Age 59. Independent professional non-executive director. Appointed with effect from 4 March 2003. |
| Len Wardle | Age 59. Occupation - consultant. Member of the Co-operative Group South East Regional Board. Appointed in 2001. |
| Stephen Watts | Age 51. Occupation - business studies lecturer. Member of the Co-operative Group Central and Eastern Regional Board. Appointed in 2000. |
A three level programme of external training has been developed for existing and potential non-executive directors. Levels one and two were delivered in 2003 and Level 3 was delivered in the first quarter of 2004. This was in addition to a skills assessment in 2002 by external consultants in respect of all directors serving on the Board of Co-operative Group.
A number of external consultants provide professional advice to the Boards of the constituent parts of the wider Co-operative Group. This is co-ordinated through a Group Secretariat.
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