| |
|
|
| |
| |
Malcolm Mackenzie BA (Aged 60)
Malcolm Mackenzie joined the Board
in 2002. After 16 years with the
British Army, Malcolm joined an
underwriting agency at Lloyd’s
of London ultimately becoming Chief
Executive. In 1996, he became Chief
Executive of another Lloyd’s
agency, which was floated on the
London Stock Exchange the following
year. During his time at Lloyd’s
he was a member of the Lloyd’s
Market Board and served as Chairman
of the Lloyd’s Underwriting
Agents’ Association. He has
overseen the development and implementation
of strategy in times of strong growth
and change and has implemented a
number of successful IT developments.
He is the founder and Chief Executive
of Mackenzie Heath Limited, a Director
of Seaforth Brook Limited and is
a Trustee Director of the Tank Museum
at the Royal Armoured Corps Centre. |
 |
|
Summary
financial statement 2007 |
| The directors
have pleasure in presenting the summary
financial statement of the Group for
the year ended 30 September 2007.
This financial statement is a summary
of the information in the audited
annual accounts, the directors’
report and the annual business statement,
all of which will be available to
members and depositors free of charge
on demand from the Kent Reliance Building
Society Head Office from 8 January
2008.
The summary financial
statement was approved by the Board
of Directors on
27 November 2007.
|
| M S Mackenzie |
Chairman |
| A Newell |
Audit Committee Chairman |
| M J Lazenby |
Chief Executive |
| Summary
directors’ report 2007
The year to 30 September
2007 has been another outstanding
period of growth and financial consolidation
combined with further progress in
the programme of modernisation. The
Society featured regularly throughout
the year in the media and particularly
in national press ‘best buy’
tables for both its investment and
mortgage products. In addition the
Society continued to win awards: in
2007 the Society was voted best mini
cash ISA provider by What Investment.
The Society was also nominated for
two innovation awards for the intergenerational
mortgage option.
The requirement for
new members to sign a charitable assignment
clause was removed last year. While
charitable assignment had been a useful
deterrent against the unwelcome disruptive
impact of carpet bagging, the Society
had built up both a strong and varied
range of investors and a processing
capacity sufficient to avoid day to
day operations being adversely affected
by a large uplift in member applications.
Indeed, since that decision was made
there have been no noticeable adverse
effects upon the Society. The removal
of the clause enables the Society
to be unencumbered in developing the
future strategy of the business.
Total assets increased
by 32% in the year and now stand at
£2.1 billion. Mortgage assets
at the year end were around £1.6
billion – an increase of £270
million over the previous year end
– which is an outstanding performance
in a very competitive market. While
the costs of doing business are increasing
and margins are falling this additional
mortgage business was achieved at
satisfactory, albeit keen, rates.
The directors are delighted that national
recognition and prestigious awards
from financial services industry publications
for high quality customer service
and product innovation continue to
accompany these levels of growth,
all of which was organic.
For the past few
years we have noted that all building
societies – if they are to be
serious players in the sector –
will need to find ways of reducing
relative costs in order to be able
to operate on a finer interest margin
as competition increases. The continuing
increase in the level of regulation
creates its own set of cost pressures.
Your Society has dealt with these
challenges through a programme of
modernisation and growth to deal with
the higher costs and lower potential
to earn profits. We have continued
to invest in technology, to process
re-engineer the business and to capitalise
upon the investment in our Bangalore
based subsidiary company. As a consequence
we are able to process back office
work faster, more efficiently, with
more flexibility and at less cost
than is possible in the UK and the
results are evident from these accounts.
Against the trend in the industry
our relative costs have again reduced
significantly – where most other
societies have seen little change
or an increase – our underlying
profit level has been maintained and
our levels of growth have outpaced
the industry at more than three times
the national average. The Society
remains in good shape and well placed
to move forward with confidence.
The review of the
Society’s operations continues.
The franchise of the branch network
to agents has proved very successful.
Business volumes have increased where
historically they had been in decline.
We are convinced that the local and
focused management afforded by our
agent partners has had a significant
beneficial impact upon the business
levels and quality of service. We
have one full branch remaining at
Hempstead Valley and it is our aspiration
to relocate that branch to more suitable
premises. We may then consider transfer
to an agency arrangement. The transfers
undertaken thus far have ensured that
member access to local services are
maintained for those that wish to
do business in the high street, whilst
enabling cost savings through shared
use of premises. This strategy means
that those members who do not use
the branches are not cross subsidising
those that do.
|
| This
year saw the sixth consecutive reduction
in the management expense ratio from
50p last year to 44p per £100
of assets as a result of the process
changes, re-engineering and outsourcing
initiatives. No other UK building
society has a lower expense ratio
based on published information available
at the end of September 2007.
The Society’s
business in the Channel Islands enjoyed
another year of remarkable growth
with total mortgage balances increasing
by a further 41% to almost £700
million. This continues to be a great
achievement considering the Society
has no formal presence on the islands
of Jersey and Guernsey. All the customers
are managed from the Society’s Head Office in
Chatham. In order to accommodate changes
to Jersey tax law it was necessary
to form a new subsidiary registered
on the island which is also called
Jersey Home Loans Limited. For that
reason two Jersey Home Loan subsidiaries
appear in these accounts. We expect
a similar arrangement for Guernsey
in the next financial year.
Reliance Property
Loans Limited is the subsidiary business
that acquired a £22 million
portfolio of buy to let mortgages
from a subsidiary of the Skipton Building
Society three years ago. Since that
time no significant developments have
taken place, the business is performing
as expected and attrition is within
the anticipated tolerances, although
overall the Society enjoys a significant
average mortgage life in excess of
7 years against an industry average
which is anecdotally less than half
of that.
The Society remains
committed to local initiatives alongside
its wider developments. In particular,
the innovative Really useful save
and borrow account in partnership
with Maidstone and Gravesham Borough
Councils offers tenants of a number
of local housing associations competitive
rates of interest in an easy access
savings account and the opportunity
to take out small loans, thus helping
reduce financial exclusion. In addition
a special mortgage scheme for key
NHS workers operates in conjunction
with the staff of Kent Ambulance.
Alongside Gillingham Football Club
the Society has launched an affinity
account that offers an attractive
rate of interest whilst giving the
Club a commission. Nationally the
Society is providing shared ownership
loans for people with learning disabilities.
The scheme is run in conjunction with
Government agencies and local authorities.
The Board is mindful
that the market in which the Society
operates is increasingly competitive
and therefore opportunities to develop
other strategic options will be considered
as they emerge, subject to the best
interests of members and other stakeholders
being upheld.
This
is the second set of results under
International Financial Reporting
Standards
(“IFRS”). As a result
interest income and expense now represents
the expected yield that will be earned
or paid over the estimated life of
an asset or liability taking into
account not only interest received
or paid but also any directly related
fees, commissions and costs. When
assessing provisions against mortgage
balances the evidence required to
demonstrate impairment is substantially
more specific than was required under
the previous rules. Derivatives (ie
interest rate swap contracts) are
shown on the face of the balance sheet
at fair value rather than as an “off
balance sheet” note. This has
the capacity to produce significant
volatility in the Group income statement.
As the Group only enters into derivative
arrangements to mitigate interest
rate risk and not to speculate on
value movements, hedge accounting
has been applied with the result that
the value of derivatives has been
matched by equal and opposite movements
in the value of the underlying instruments
being hedged to a significant degree.
Explanations
of all the accounting policies applied
during the year, which are in accordance
with all standards and related interpretations
adopted by the European Union as at
30 September 2007, are set out in
note 1 to the accounts.
|
Results of the Group for the year |
| Net interest receivable |
13,628 |
12,159 |
| Other income and charges |
430 |
1,205 |
| Administrative expenses |
(8,341) |
(7,357) |
| Provisions |
(4) |
(53) |
| Profit for the tax year before taxation |
5,713 |
5,954 |
| Taxation |
(1,735) |
(1,793) |
| Profit for the year |
3,978 |
4,161 |
Financial position of the Group at the end of the year |
| Assets |
|
|
| Liquid assets |
552,429 | 315,164 |
| Mortgages |
1,523,861 | 1,271,583 |
| Other loans |
44,585 | 26,307 |
| Fixed and other assets |
13,390 | 5,547 |
| Total assets |
2,134,265 | 1,618,601 |
| Liabilities |
|
|
| Shares |
1,650,904 | 1,045,423 |
| Borrowings |
331,011 | 471,196 |
| Other liabilities |
6,184 | 3,464 |
| Subordinated liabilities |
66,726 |
23,118 |
| Subscribed capital |
36,789 |
36,728 |
| Reserves |
42,651 |
38,672 |
| Total liabilities |
2,134,265 |
1,618,601 |
Summary of key financial ratios |
| Gross capital as a percentage of shares and borrowing |
7.37 |
6.50 |
| Liquid assets as a percentage of shares and borrowings |
27.87 |
20.78 |
| Profit for the year as a percentage of mean total assets |
0.21 |
0.29 |
| Management expenses as a percentage of mean total assets |
0.44 |
0.50 |
|
| The gross capital
ratio measures the proportion which
the Group's capital bears to the Group's
liabilities to shareholders and borrowers.
The Group's capital consists of profits
accumulated over many years in the
form of reserves, subscribed capital
and subordinated liabilities. Capital
provides a financial cushion against
difficulties which might arise in
the Group's business and therefore
protects investors.
The liquid assets ratio measures the proportion
of investors' funds which are held
in the form of cash, short term deposits
and marketable securities. Liquid
assets are generally realisable, enabling
the Group to meet requests by investors
for withdrawals from their accounts,
to make new mortgage loans and to
fund its general business activities.
The profit/mean total assets ratio measures
the proportion which the profit after
taxation for the year bears to the
average of total assets at the start
and end of the year. The Group needs
to make a reasonable level of profit
each year in order to maintain its
capital at a suitable level to protect
investors.
The management expenses/mean total assets ratio measures the proportion which the Group's administrative expenses bears to the average of total assets at the start and end of the year.
Statement of the auditors to the members and depositors of the Kent Reliance Building Society
Pursuant to Section 76 of the Building
Societies Act 1986, we have examined
the summary financial statement of
Kent Reliance Building Society set
out on pages 1 to 3.
This report is made solely to the members
and depositors of Kent Reliance Building
Society, both as a body, in accordance
with Section 76 of the Building Societies
Act 1986. Our examination has been
undertaken so that we might state
to the Society’s members and
depositors those matters we are required
to state in an auditors’ statement
and for no other purpose. To the fullest
extent permitted by law, we do not
accept responsibility to anyone other
than the Society and the Society’s
members and depositors, both as a
body, for our examination, for this
statement, or for the opinions we
have formed.
|
|
Respective responsibilities of directors and auditors
The directors are responsible
for preparing the summary financial
statement, in accordance with applicable
United Kingdom law. Our responsibility
is to report to you our opinion on
the consistency of the summary financial
statement with the full annual accounts,
annual business statement and directors’
report and its conformity with the
requirements of Section 76 of the
Building Societies Act 1986 and regulations
made under it. We also read the other
information attached to the summary
financial statement consisting of
the directors’ remuneration
report and consider the implications
for our report if we become aware
of any apparent misstatements or material
inconsistencies with the summary financial
statement.
Basis of Opinion
We conducted our examination
in accordance with Bulletin 1999/6
‘The auditors’ statement
on the summary financial statement'
issued by the Auditing Practices Board
for use in the United Kingdom. Our
report on the Society’s full
annual accounts describes the basis
of our audit opinion on those annual
accounts.
Opinion
In our opinion the summary
financial statement is consistent
with the full annual accounts, the
annual business statement and directors’
report of the Kent Reliance Building
Society for the year ended 30 September
2007 and complies with the requirements
of Section 76 of the Building Societies
Act 1986, and regulations made under
it.
Ernst & Young LLP Registered Auditor London
27 November 2007
|
Directors' remuneration report
Introduction
The purpose of this report is to inform members about the board's policy for the remuneration of the Group's executive team and its non-executive directors and explains the process for setting directors' remuneration and how the Society applies the principles of the Combined Code. The Combined Code was developed by the Committee on Corporate Governance for listed companies: details are available from the Financial Services Authority and a copy can be downloaded from www.fsa.gov.uk/pubs/ukla/lr_comcode2003.pdf.
Remuneration of Group's Executive Management Team
The remuneration of each
executive director is set out in note
7 to the annual report and accounts.
Executive Management remuneration
comprises a number of elements: basic
salary, annual and medium term incentive
scheme and contributions to the Group
pension scheme:
|
 |
Basic salary
is determined by levels of responsibility,
external market competitiveness and
individual performance in the role.
The Group’s policy is to position
salaries so that on average, they
are in line with salary packages for
comparable positions in similarly
performing financial institutions
taking account of the fact that no
benefits in kind – such as company
cars and private medical insurance
– are enjoyed by the Society’s
employees; |
 |
Annual and
medium term bonus incentives are determined
according to success in the delivery
of corporate and individual objectives; |
 |
Each of the
Executive Management Team is a member
of the Society’s contributory
defined contribution pension scheme
on the same terms as the Society’s
employees generally; |
 |
Standard
contractual terms for executive level
appointments include notice periods
of between 6 and 12 months. |
| Specific remuneration and terms and conditions
of employment of members of the Executive
Management Team are determined annually
by the board on the basis of recommendations
by the remuneration committee. The
committee ensures that the Group’s
policy remains appropriate to attract,
motivate and retain high calibre executives
with the skills and experience needed
to lead a business of this nature
and complexity, and develop it for
the long term benefit of members.
The remuneration committee comprises three
non-executive directors, as set out
in the directors’ report, with
attendance by the chief executive
as appropriate. The chief executive
withdraws from the meeting when his
own remuneration is considered. The
committee is provided with executive
remuneration and benefits data from
comparative organisations across the
financial services industry and building
society sector and procures such other
relevant data from independent expert
sources as appropriate.
Non-executive directors' fees
Fees for each non-executive director are
set out in note 7 to the annual report
and accounts. Non-executive directors
are remunerated solely by fees. They
do not receive any salary, bonus incentives,
pension contribution or other taxable
benefit.
The Group’s policy is to position
fees so that they are in line with
fees paid by similarly performing
financial services organisations.
Enhanced fees are paid to the chairmen
of the board, audit committee and
mortgage committee commensurate with
the additional responsibilities inherent
in these roles.
Fees are determined annually by the board
on the basis of recommendations by
the remuneration committee. The committee
is provided with fee data from comparative
organisations across the financial
services industry and building society
sector and procures such other relevant
data from independent expert sources
as appropriate.
In summary
This report, together with the disclosures
in note 7 to the annual report and
accounts (and set out in the table
opposite), is provided to give members
a full explanation of the policy and
application of directors’ remuneration.
A resolution will be put to the Annual
General Meeting, inviting members
to vote on the directors’ remuneration
report. The vote is advisory and the
board will carefully consider the
outcome of the vote.
Malcolm Mackenzie Chairman of the Remuneration Committee
27 November 2007
|
| Executive directors
emoluments |
|
|
|
|
|
|
| M J Lazenby |
350 |
37 |
- |
46 |
433 |
320 |
| R D Procter |
220 |
22 |
- |
29 |
271 |
196 |
| R Scrutton |
220 |
22 |
- |
29 |
271 |
196 |
| Total executive emoluments
2007 |
790 |
81 |
- |
104 |
975 |
712 |
| Non-executive director's
emoluments |
|
|
|
|
|
|
M S Mackenzie
(Chairman) |
47 |
- |
- |
- |
47 |
47 |
| C J Byrne |
38 |
- |
- |
- |
38 |
38 |
| J P Cheele(to 23 January
2007) |
10 |
- |
- |
- |
10 |
32 |
| D S Kemp |
34 |
- |
- |
- |
34 |
39 |
| Mrs A S Nelson |
32 |
- |
- |
- |
32 |
32 |
| A Newell (from 29 November
2005) |
37 |
- |
- |
- |
37 |
26 |
| A H Palmer (to 6 October
2005) |
- |
- |
- |
- |
- |
3 |
| Mrs F Pollard (from 11
December 2006 to 24 July 2007) |
26 |
- |
- |
- |
26 |
- |
| Total non-executive emoluments
2007 |
224 |
- |
- |
- |
224 |
217 |
| Total directors' emoluments
2007 |
1,014 |
81 |
- |
104 |
1,199 |
N/a |
| Total directors' emoluments
2006 |
815 |
36 |
- |
78 |
N/a |
929 |
| Board
of Directors |
| Malcolm
Mackenzie |
Chairman |
| Chris Byrne
LL.B |
|
| David Kemp |
Vice Chairman |
| Mike Lazenby
FCIB, FRSA |
Chief Executive |
| Anne-Marie
Nelson CBE, DL, MA |
|
| Andrew Newell MBA, FCIB |
Audit Committee Chairman |
| Rob Procter
BA, FCIB, FRSA |
|
| Bob Scruton
MSc, FCA, FRSA |
|
| Executive
Team |
| Mike Lazenby
FCIB, FRSA |
Chief Executive |
| Yogesh Agarwal
MBA |
M.D. of
Easiprocess Private Limited |
| Les Davies
FMAAT |
Head of
Treasury |
| Rob Procter
BA, FCIB, FRSA |
Deputy Chief
Executive |
| Phil Sanders
|
Society
Secretary |
| Bob Scruton
MSc, FCA, FRSA |
Finance
Director |
|
Results of the AGM |
The Society’s Annual General Meeting (AGM) was held on 22 January 2008.
|
|
A total of 24,525 votes were cast on the Ordinary Resolutions by members who either attended the AGM in person or voted by proxy.
|
The following Resolutions were passed at the meeting;
|
| Re-appointment of Ernst & Young as auditors of the Society |
96.92% |
Approval of Directors’ Remuneration for the year ended 30 September 2007 |
88.95% |
| Re-election of Rob Procter |
95.37% |
| Re-election of Bob Scruton |
94.85% |
| Election of Chris Byrne |
95.17% |
|
|
|
|
 |
|