OUR CORPORATE GOVERNANCE REPORT 

An effective board promotes the purpose of an organisation, and ensures that its values, strategy and culture align with that purpose. 

• To provide financial security for members through quality protection and investment products. 

• To attend to members' claims for benefits and assistance in a prompt, sympathetic and efficient manner. 

• To maintain the long-term stability and security of the Society. 

• To embed a positive culture and the principles of Treating Customers Fairly into all aspects of the Society’s Business 

 

The Society’s values are: 

• Honesty and integrity 

• Trust and respect 

• Empathy and compassion and 

• Expertise and professionalism 

 

The Board aims to embed both a positive and risk aware culture and the principles of the FCA’s Consumer Duty into all aspects of the Society’s Business. 

 

The Society’s current strategy can be found in its Annual report and financial statements 

Effective board composition requires an effective Chair and a balance of skills, backgrounds, experience and knowledge, with individual directors having sufficient capacity to make a valuable contribution. The size of a board should be guided by the scale and complexity of the 

organisation. 

The roles of the Chair and Chief Executive remain and distinct in their purpose. The Chair is responsible for leadership of the Board and ensuring that the Board acts effectively. The Chief Executive has overall responsibility for managing the Society. Martin Gordon, who was considered independent on appointment, is the current Grand Master (Chair) of the Society. Neil Robinson is the Society’s Grand Secretary (Chief Executive). 

 

The Board is mindful of the need to ensure the right balance of skills, experience and background in its recruitment of directors. It is recognised that diversity in gender and ethnic backgrounds benefits the Society. However, competence relevant to the Society’s needs remains the key consideration. 

 

The Oddfellows’ Board consists of eight members, plus the Society’s Chief Executive and Deputy Chief Executive, who attend meetings on an ex-officio basis. In addition, the Society has three Trustee Directors who also attend Board meetings on an ex-officio basis. All non-executive Board Members are subject to re-election every two years. 

 

The Board met four times during 2025. All meetings were quorate but not every meeting was fully attended. The Board is satisfied that its range of expertise and experience is appropriate for the current needs of the Society. 

In the opinion of the Board, eight Non-Executive Directors (excluding the Chair) are judged to be independent. P. Hulland has been appointed Senior Independent Director and acts as the Member Relations Director. 

 

Non-executive director roles are voluntary and not contractual, so individual appraisals are not undertaken. There were no operational issues or concerns with any director during 2025. 

All Board Members have access to both independent professional advice, as necessary, and the advice and services of the Secretary, who is responsible to the Board for ensuring its procedures are complied with. 

 

The Secretary, who is also the Society’s Chief Executive, is responsible for ensuring good flows of information to the Board. This role and the role of the Deputy Chief Executive are the only remunerated posts who attend Board Meetings. 

 

The Board is satisfied that the Secretary performs his duties effectively. Both the appointment and removal of the Secretary is a matter for the Board as a whole. 

The board and individual directors should have a clear understanding of their accountability and responsibilities. The board’s policies and procedures should support effective decision-making and independent challenge. 

The following decisions are reserved for the Board: 

• Approval of accounts 

• Approval of PRA Returns 

• Investment policy 

• Approval of appointment of outsourcing arrangements / contracts with third parties 

• Recommendation of changes to the Rules of the Society to be proposed at the Society’s AMC (AGM). 

 

The following SMCR roles are held by the Grand Secretary/ Chief Executive. 

• SMF1- Chief Executive 

• SMF16- Compliance Oversight 

• SMF17- Money Laundering Reporting Officer 

The risk of conflicts arising are mitigated by Board oversight and, where possible, by segregation of day to day duties with the Deputy Grand Secretary. 

 

In view of the Society’s size the Board believes that it is not necessary to hold separate Risk or Audit Committees. A Strategy Committee has been convened to manage the Order’s future direction. 

 

The Society’s financial information is audited annually by its external auditors. 

A board should promote the long-term sustainable success of the organisation by identifying opportunities to create and preserve value and establishing oversight for the identification and mitigation of risks. 

The creation and optimization of opportunity is within the remit of the Strategy Subcommittee 

 

The Committee is responsible for the Order’s Risk Management Framework which comprises the Order’s Risk Register, Risk Policy, Risk Appetite Statement, Financial Controls and Risk Culture. 

 

The Committee is responsible ensuring that its operations are conducted effectively and in accordance with the General Rules and regulatory obligations. This includes maintaining a strong governance framework and overseeing risk management. 

 

The Society considers its exposure to financial crime and other cyber risks and takes appropriate measures including anti-fraud and anti-money laundering training to mitigate these risks. Society’s Money Laundering Reporting Officer is Neil Robinson. 

A board should promote executive remuneration structures aligned to the long-term sustainable success of an organisation, taking into account pay and conditions elsewhere in the organisation. 

No non-executive directors are paid for their time or support to the Society. 

Appropriate expenses for meetings are reimbursed. The Chief Executive and Deputy Chief Executive receive remuneration packages appropriate to their experience and expertise according to salary scales originally adapted from the Whitley Council scales updated annually in line with RPI and reviewed by the Auditors. 

Directors should foster effective stakeholder relationships aligned to the organisation’s purpose. The board is responsible for overseeing meaningful engagement with stakeholders, including the workforce, and having regard to their views when taking decisions. 

The delegates from the Society’s membership are informed about developments taking place in the Society at the Society’s AMC (AGM) where they are also given the opportunity to debate, discuss and vote on proposals. 

The Board is committed to maintaining good communications with members and providing them with sufficient relevant information to understand the Society and the performance of their products. Details of the of the Society’s Board and further information about the Society’s corporate governance arrangements are available on request