Eduardo Ospina S.J., el intelectual y pedagogo

Fixed remuneration

2015 £’000 £’000 £’000 £’000 £’000 £’000 £’000

G J Beale

Total 2,536 322 898 2,479 2,034 8,269 6,235

2014

Total 2,405 314 852 2,988 - 6,559 6,559

Notes:

i. Taxable benefits include private medical cover, car allowance and the use of a company vehicle and driver when required for business purposes.

ii. Current variable remuneration consists of the performance pay plans that were agreed in respect of the year. For 2015 this reflects the DPPP which was in operation for the first time. For 2014 current variable remuneration includes the APPP and MTPPP. The components of this plan and details of the performance measures are described on pages 84 to 85.

iii. Legacy variable remuneration consists of the MTPPP for 2012-15. Although the plan was discontinued for years starting after 2014, the nature of the plan which measures business performance over a three-year period means that there are awards in 2015 in respect of the MTPPP plans initiated in 2012. The components and performance measures of this plan are described on page 86.

Audited information: Executive directors’ pensions G J Beale and M M Rennison have ceased ongoing participation in the Society’s defined benefit pension plans and have become deferred members. No executive director accrued any additional pension entitlement during the year. The change in accrued pensions shown in the table below is as a result

of inflationary increases that are required by legislation.

The increase in transfer values over the year reflect changes in the assumptions used to calculate pension transfer values for individual pension fund members. The normal retirement age for the Society’s pension plans ranges from 60 to 65.

Notes:

i. The transfer value basis is set by the Nationwide Pension Fund Trustee. Since 4 April 2014 the Trustee has reviewed the transfer value basis that is applicable to all Fund members, including directors. The transfer values at 4 April 2015 reflect this updated basis as well as the financial conditions at the calculation date.

Explanations:

(a) and (b) show deferred pension entitlements at 4 April 2015 and 2014 respectively.

(c) is the transfer value of the deferred pension in (a) calculated at 4 April 2015.

(d) is the transfer value of the deferred pension in (b) calculated at 4 April 2014.

(e) is the increase in pension built up during the year. A zero figure means that, after allowing for inflation, no additional pension was built up.

Governance

Table of single total figure of remuneration for former executive director (Audited) Former

executive director

Salary Benefits Pension Total pay

package Agreed

settlements Total

including settlements

M P V Wyles £’000 £’000 £’000 £’000 £’000 £’000

2015 - - - - 94 94

2014 - - 302 302 105 407

Report of the directors on remuneration

2015 Senior executive officers

1

£’000 2

£’000 3

£’000 4

£’000 5

£’000 6

£’000 7

£’000 8

£’000

Fixed (note i) 375 340 332 337 279 259 253 256

Variable Cash bonus

Deferred cash bonus 267

243 264

244 251

232 191

213 189

175 192

180 178

164 169

157

Total variable 510 508 483 404 364 372 342 326

Total remuneration 885 848 815 741 643 631 595 582

Remuneration of eight highest paid senior executive officers – excluding main board The pay details of the eight highest paid senior executive officers who are not main board directors are set out below.

This is part of our ongoing commitment to transparency and meeting sector best practice on remuneration disclosure.

Notes:

i. Fixed remuneration includes base salary and car allowance.

Other directorships

Executive directors and members of senior management may be invited to become non executive directors of other companies, subject to the agreement of the Society.

These appointments provide an opportunity to gain broader experience outside Nationwide and therefore benefit the Society. Providing that appointments are not likely to lead to a conflict of interest, executive directors may accept non executive appointments and retain the fees received.

With effect from 1 July 2014, the number of external appointments that executive and non executive directors can hold is limited as required under CRD IV.

C S Rhodes was a director of Visa Europe Limited and Visa Europe Services Incorporated from 1 May 2013 to 29 April 2015.

He received total fees of £28,566 (2014: £16,800) for services during the year ended 4 April 2015. These fees have been voluntarily assigned to the Group.

Payments for loss of office

No directors received any payments for loss of office during the year.

Payments to past directors

M P V Wyles stepped down as an executive director on 3 December 2012. The £94,000 agreed settlement reflects his award under the 2012-15 MTPPP. This is the last performance pay plan in which he will participate.

91

(Audited) 2015 2014

Society and

Group fees Society and Group fees

£’000 £’000

G M T Howe (Chairman) Ms R Clifton

A P Dickinson (note i) M K Jary

M A Lenson Mrs L M Peacock

R K Perkin (Senior Independent Director) D Roberts (Chairman Elect)

310 87 47 79 89 115 127

88

300 80 112 74 85 107 127

-Total 942 885

Pension payments to past non executive directors (note ii) 286 285

Fee policy Fees for 2015/16 Fees for 2014/15

Chairman (note i) £375,000 £310,000

Basic fee £62,000 £62,000

Senior Independent Director (note ii) £30,000 £30,000

Chairman of the Audit Committee or Board Risk Committee £35,000 £35,000

Member of the Audit Committee or Board Risk Committee £15,000 £12,500

Remuneration Committee Chairman £30,000 £25,000

Remuneration Committee member £15,000 £12,500

Nomination Committee member £3,000 £3,000

Audited information: Single total figure of remuneration for non executive directors The total fees paid to each non executive director are shown below.

Chairman and non executive directors

The fee policy was last reviewed in March 2015. Fees for the Remuneration Committee Chairman and membership of other committees have been increased to reflect the responsibilities of these roles and to bring fee levels more in line with practice

in other financial services organisations. The Chairman’s fee will be increased from the appointment of the new Chairman to bring this in line with market rates.

Additional fees may be paid for other committee responsibilities during the year.

Notes:

i. David Roberts will succeed Geoffrey Howe as Chairman with effect from the conclusion of the AGM in July 2015. He joined Nationwide’s Board as a non executive director and Chairman Elect on 1 September 2014. For the period following 1 September 2014 he received a fee of £150,000 per annum for the role of Chairman Elect. The revised Chairman fee for 2015/16 will apply from when Mr Roberts takes up his role in July 2015.

ii. The Senior Independent Director fee of £30,000 from 2014/15 is inclusive of committee membership fees. Committee Chairman fees will continue to be paid.

Notes:

i. A P Dickinson retired from the Board on 17 July 2014.

ii. The Society stopped granting pension rights to non executive directors who joined the Board after January 1990.

Governance

Report of the directors on remuneration

Remuneration Committee Terms of Reference The Remuneration Committee is responsible for determining remuneration strategy and policy for the remuneration of the Chairman, the executive directors and group and divisional directors of the Society as well as any other employees who are deemed to fall within scope of the PRA Remuneration Code and, within the terms of the agreed policy, the specific remuneration packages for these roles. This includes approving the design of, and determining the performance targets for, any discretionary performance pay plans operated by the Society for the benefit of employees within the Committee’s remit, and approving the total annual payments under such plans.

The Committee also oversees the remuneration policy throughout the Society, with a specific focus on the risks posed by remuneration policies and practices.

The Committee’s terms of reference were last reviewed and updated in May 2014. The full terms of reference are available on the Society’s website.

The members of the Remuneration Committee are all independent non executive directors of the Society and include a member of the Board Risk Committee. During the year the Committee members were: Lynne Peacock (Chairman of the Committee), Michael Jary and Rita Clifton.

The Committee met seven times during the year. Activities during the year included:

• agreeing the performance targets for awards to be made under the DPPP, taking into account the Corporate Plan

• reviewing the outcome of the performance pay plan awards which were paid in respect of the year

• ongoing work in relation to the PRA Remuneration Code and how it applies to Nationwide as a mutual

• agreeing the approach for executive director base salary increases for 2015/16.

The Committee is attended by the Chairman of the Board, and is supported by the Group Director, People, Customer, Communication & Commercial, the Divisional Director, Human Resources and where appropriate the CEO, who is invited to attend Committee meetings to provide further background information and context to assist the Committee in its duties.

The Remuneration Committee is also supported by the Board Risk Committee on risk related matters including performance pay plan design, the assessment of specific performance measures, and wider issues relating to risk and business protection. In no case is any person present when their own remuneration is discussed.

In performing its duties, the Remuneration Committee draws on the advice of independent external consultants. During the year the Committee received advice on market rates of pay, best practice and remuneration trends from Deloitte LLP, who were appointed by the Committee following a tender process.

Deloitte is a member of the Remuneration Consultants Group and as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK.

As well as advising the Remuneration Committee, Deloitte also provided tax, corporate finance, risk, internal audit and consulting services to the Society during the year. The Committee is satisfied that the advice received is objective and independent, and reviews annually all other services provided by Deloitte to ensure this continues to be the case. Deloitte’s fees are charged on a time and expenses basis. Their fees for advice provided to the Committee during 2014/15 were £245,300.

93 Report of the directors on remuneration Remuneration Policy

Votes in favour 750,547 (92.8%) 738,438 (91.4%)

Votes against 58,323 (7.2%) 69,518 (8.6%)

Votes withheld 12,440 13,341

Lynne Peacock

Chair of the Remuneration Committee 21 May 2015

Voting at AGM

A resolution to approve the 2013/14 ‘Report of the directors on remuneration’ was passed at the 2014 AGM. At the same time a resolution was passed to approve the Remuneration Policy.

Votes were cast as follows:

Governance