Board Committees

Find out more about each of the Committees on which our Board of Directors sit:

The Board has delegated responsibility to the Committee to lead the process on appointment of new members of the Board and provide oversight and guidance to the Board on all matters of Corporate Governance relating to the Company and its subsidiaries (the Group) not covered by other Committees. This includes, but is not limited to:

  • Ensuring that the Board sets the tone from the top in relation to the values, ethics and culture of the business leading to a sustainable business;
  • Ensuring that the Board operates effectively, including ensuring that the Board and its committees, and the boards of the subsidiaries, have an appropriate balance of diversity, skills, experience, availability, independence and knowledge of the Group to enable them to discharge their respective responsibilities effectively; and
  • Ensuring that the Group adheres to best practice in relation to Corporate Governance in a manner that is proportionate to the size and complexity of the Group, and is in line with the UK Code on Corporate Governance, the requirements of the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA).
Download the Group Nomination and Governance Committee – Terms of Reference

The Board has delegated responsibility to the Committee to advise the Board on developing an overall remuneration policy that is aligned with the business strategy and objectives, risk appetite, values and long term interests in the Group, recognising the interests of all stakeholders.

Download the Group Remuneration and People Committee – Terms of Reference

The Board has delegated responsibility to the Committee for oversight of the Group risk appetite, risk monitoring and capital and liquidity management. The primary objectives of the Committee are to provide oversight and advice to the Board on current risk exposures and future risk strategy, and to assist the Board to foster a culture within the Group that emphasises and demonstrates the benefits of a risk-based approach to internal control and management of the Group. It performs this role by ensuring that:

  • The Group establishes appropriate methods for measuring risk appetite and positions.
  • The Group’s key risks are identified and monitored and steps are taken by management to mitigate them.
  • Due consideration is given to all significant matters relating to governance, control, regulation and compliance.
  • The Group’s risk framework is fit for purpose and continuously refined to meet the evolving needs of the Group and the regulatory environment within which it operates.
  • Adequate capital is maintained for the Group’s key risk exposures, both to ensure regulatory compliance and the achievement of its strategic objectives.
  • Adequate systems, processes and personnel are in place to manage liquidity risk within the Board’s risk appetite and within regulatory limits.
  • The Group’s current and proposed activities are reviewed against its risk appetite and capital budgets.
  • Appropriate sub-committees and associated governance structures are established and monitored.
  • The Group treats customers fairly and openly and considers risks relating to conduct and culture.

Each year the Committee will review Asset liability risk, Credit risk and Operational risk reports.

Download the Group Risk Committee – Terms of Reference

The primary objective of the Committee is to assist the Board in overseeing the systems of internal control and external financial reporting across the Group. It performs this role by ensuring that:

  • The external and internal audit arrangements are appropriate and effective
  • The compliance assurance arrangements are appropriate and effective
  • Fraud prevention and whistleblowing arrangements are established which minimise potential for fraud and financial impropriety; and
  • Reviewing and monitoring the integrity of the financial statements, annual report and accounts, interim report and accounts, related internal control disclosures and any other publicly available financial information (including Pillar 3 disclosures).
Download the Group Audit Committee – Terms of Reference

The Board Capital and Funding Committee was established in June 2021. The primary objective of the Committee is to approve capital, funding and equity activities of the Group consistent with Board-approved plans.

Download the Board Capital and Funding Committee - Terms of Reference

The Group Models and Ratings Committee was established as a sub-committee of the Group Risk Committee in January 2020. The Committee met eight times during the year.

The primary purpose of the Committee is to act as the designated Committee for the purpose of material aspects of the rating and estimation processes (as articulated in Article 189 of the EU Capital Requirements Regulation) and provide assurance of the Group’s models and ratings systems.