Matters Reserved to the Board

(as approved by the board of Coventry Building Society on 26 March 2026 and the board of The Co-operative Bank p.l.c. on 26 March 2026)

The Co-operative Bank p.l.c. (the ‘Bank’) and its subsidiaries are wholly owned by The Co-operative Bank Finance p.l.c. which is wholly owned by The Co-operative Bank Holdings p.l.c. which is in turn wholly owned by Coventry Building Society (the ‘Society’, together with its subsidiaries, the ‘Group’ and the Bank’s ultimate sole shareholder).

The Society Board (the ‘Group Board’) is the ultimate decision-making body for the Group and for certain Bank matters which are material to the Group, representing the Bank’s ultimate sole shareholder.

Matters Reserved to the Board

1. Purpose and authority

1.1 Each respective entity’s Board is its main decision-making body.

1.2 The board of Coventry Building Society has overall responsibility and is the main decision-making body of Coventry Building Society (the
‘Society’) and its subsidiaries, including The Co-operative Bank p.l.c. (the ‘Bank’) (together with the Society’s subsidiaries, ‘the Group’).

1.3 The board of the Society is the ‘Group Board’ and any section which applies to the Group Board only is headed ‘Group Board Only’ and any section which applies to the Bank Board only is headed ‘Bank Board Only’

1.4 The purpose of the Group Board is to set the strategic direction of the Group and to be the ultimate decision-making body for all strategic, financial, risk, regulatory or reputational matters, subject to relevant laws and regulations, the Society’s Rules and Memorandum, and the Bank’s Articles of Association.

1.5 The Boards may delegate any or all of their responsibilities as they see fit, including, without limitation, the establishment of committees of the Group Board under Rule 12(4)(g)(ii) or Bank Board under Article 65 and report back to the relevant Boards. The current committees of the Boards are as follows:

1.6 The Boards are authorised to oversee any investigation of relevant entity activities which are within these terms of reference.

1.7 The Boards are authorised to seek any information they require from any employee of the Group in order to perform their duties.

1.8 The Boards are authorised to obtain, at the relevant entity’s expense, external legal or other professional advice on any matter within the terms of reference and/or matters reserved to the Group and Bank board.

2. MEMBERSHIP

2.1 Non-executive directors of the Group/Bank Board shall be appointed by the respective Group/Bank Board on the recommendation of the Group Board Nominations and Governance Committee and Bank Values & Ethics and Nomination Committee. The majority of Group/Bank Board members shall be independent non-executive directors.

2.2 Executive directors of the Boards shall be appointed by the respective Boards.

2.3 Group Board Only: The board of directors shall consist of not more than 12 nor (subject to the provisions of Rule 25(6)) less than 6 members and the Board may from time to time resolve the number who together shall constitute the Board within these limitations.

2.4 Bank Board Only: The number of directors (other than alternate directors) shall comprise a minimum of two.

2.5 Group Board Only: All directors shall be subject to annual election and re-election at the Society’s Annual General Meeting.

2.6 Group Board Only: The Board shall appoint the Group Chair (and Bank Board appoint the Bank Chair) and Group Deputy Chair, who shall be independent non-executive directors at the time of their appointment.

2.7 In the absence of the Group/Bank Chair and/or an appointed deputy, the remaining Board members present shall elect one of themselves to chair the respective Board meeting.

2.8 Group Board Only: The Society’s members have the right to nominate candidates for election to the Board.

2.9 Non-executive director appointments to the Board shall ordinarily be for a period of up to three years, which may be extended for a further three year period (or, in exceptional circumstances, two such periods), provided the director still meets the criteria for membership and, for Group Board directors, is re-elected at the Annual General Meeting, However, if there is a compelling imperative, the nine-year period may be extended for a limited time.

2.10 Only the Board members have the right to attend meetings. Non-Board members may be invited to attend meetings at the Chair’s discretion

3. SECRETARY

3.1 The Secretary of the Society / Company Secretary of the Bank or their nominee shall be the Secretary to the Group / Bank Board and will ensure that the Boards receive information and papers in a timely manner to enable full and proper consideration of the issues.

4. QUORUM AND VOTING
4.1. The quorum for the transaction of business for the Group Board shall be three Board members present, subject only to the provisions of Rule 25(6).

4.2. The quorum for Bank Board directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two and, unless otherwise fixed, it is two, including one non-executive director.

4.3. A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Board.

4.4. A decision of the Board may be taken by written resolution (including by electronic means). A decision in this instance will be valid only if signed by all the directors of the relevant Board (Group Board Rule 18(2) and Bank Board Article 82).

4.5. The members of the Board shall be deemed to meet together if they are in separate locations, but are linked by conference telephone, video or other communication equipment. For the avoidance of doubt, a quorum in that event shall be as set out in 4.1 and 4.2 above. Such a meeting shall be deemed to take place where the largest group of directors participating is assembled or, if there is no such group, where the meeting Chair is located.

5. FREQUENCY OF MEETINGS

5.1.The Boards shall meet at least quarterly and otherwise as required.

6. NOTICE OF MEETINGS

6.1.Meetings of the Boards shall be called in accordance with Rule 16 for the Group Board and Article 76 for the Bank Board.

7. MINUTES OF MEETINGS

7.1. The Secretary of the Society / Company Secretary of the Bank or their nominee shall minute the proceedings and resolutions of all meetings of the Boards, either as a composite document in which it shall be identified to which entity the issue relates or as separate minutes.

8. DUTIES

8.1 A formal schedule of matters reserved to the Boards is in place and the principal responsibilities of the Group Board are to:

•  Determine the strategy and approve plans presented by management to ensure the long-term success of the Group/Bank, reviewing

  delivery of the strategy and measuring performance against plan;

• Set out the guidelines within which the business is responsibly managed;

• Determine the nature and extent of the principal risks to which each entity is exposed in implementing its strategy;

• Ensure maintenance of sound risk management and internal control systems; and

• Ensure that each entity operates witheThin rules and guidance issued by competent regulatory authorities and all applicable laws.

8.2 Group Board Only: The Board has a general duty to ensure that the Group operates within the Society’s Rules and Memorandum (as amended from time to time).

8.3 Bank Board Only: The Board has a general duty to ensure that the Bank operates within the Bank’s Articles of Association (as amended from time to time).

9. DECISION MAKING AND SENIOR MANAGER AND CERTIFICATION REGIME RESPONSIBILITIES

9.1. Board directors are responsible for and bound by the decisions taken by the relevant Board whether or not they actively supported or participated in the decisions although dissent can be recorded.

9.2. A director who is a Senior Management Function (SMF) holder under the Senior Manager and Certification Regime (SMCR) remains individually accountable for their contributions to collective decisions and their implementation insofar as those contributions are in scope of their Senior Manager responsibilities and therefore they also remain accountable for taking reasonable steps in respect of their function and allocated responsibilities.

10. ANNUAL GENERAL MEETING

10.1. Group Board Only: Board directors shall attend the Society’s Annual General Meeting, prepared to answer any questions on the Group Board’s activities. As a minimum, where all members of the Board cannot attend, the Group Chair, the Group Chief Executive Officer and one further Board member, or their appointed alternates, will attend.

11. MISCELLANEOUS

The Boards shall each:

11.1. Give due consideration to applicable laws and regulations;

11.2. Be cognisant of any conduct risks arising (or increasing) as a result of its judgment and will take proactive steps to avoid or mitigate these risks where possible;

11.3. Work and liaise as necessary with all Board Committees as required, including receiving regular updates on the activities of all Board
Committees;

11.4. Have access to sufficient resources in order to carry out its duties, including the services of the Secretariat team;

11.5. Receive appropriate and timely training, both in the form of an induction programme for new Board directors and on an on-going basis for all Board directors; and

11.6. Arrange at least annually a review of its own performance, and review its constitution and terms of reference to ensure it is operating effectively and in line with PRA and FCA requirements, and report the results of this review and approve any changes necessary.

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Matters Reserved to the Board (PDF)