The Board is collectively responsible to shareholders for promoting the long-term success of the Group by directing and supervising the Group’s affairs to create sustainable shareholder value. In setting the Group’s strategy and related risk appetite, it also takes account of its obligations to other stakeholders including employees, suppliers and the community in which it operates, as well as the regulatory obligations of the Bank, its principal banking subsidiary, and to the Bank’s depositors.
The Chairman leads the Board in its role to provide executive management with entrepreneurial direction, whilst the day-to-day management of the Group and operational matters are delegated to the CEO. The separation of duties between the Chairman and CEO is formally documented. The CEO is supported by his senior management team (the “Executive Committee”).
The Board’s duties are set out in a formal schedule of matters reserved for its decision. This schedule is reviewed annually and is available here.
The Board regards all of the Non-Executive Directors, other than Chris Patrick (appointed as a shareholder Director by the Group’s principal shareholders, AnaCap Financial Partners and AnaCap Financial Partners II), as ‘Independent Non-Executive Directors’ within the meaning of the Code, and free from any business or other relationship that could materially interfere with the exercise of their independent judgement.
- Leads the Board and ensures its effectiveness in all areas
- Sets the Board’s agenda, with support from the CEO and the Company Secretary
- Promotes the highest standards of corporate governance throughout the Group
- Facilitates the effective contribution of Non-Executive Directors and a constructive relationship between Executive Directors and Non-Executive Directors
- Ensures that the Directors receive timely and relevant information to support sound decision-making
- Responsible for induction, training and development of Directors
- Leads the development of the Group’s culture
- Ensures effective communication with shareholders
- Responsible for the day-to-day management of the Group within the delegated authority and risk appetite approved by the Board
- Recommends the Group’s strategy and leads the executive management team in the execution of the strategy approved by the Board
- Ensures the Group’s culture is embedded in the business
- Leads the relationship with institutional shareholders and ensures that timely and accurate information is disclosed to the market as appropriate
- Manages the Group’s financial affairs and supports the CEO in the management of the business
- Specifically manages statutory, monthly performance and regulatory reporting; and balance sheet and liquidity management
- Acts as a sounding board for other Non-Executive Directors and the Chairman
- Chairs the Corporate Governance and Nomination Committee when it is considering succession to the role of Chairman of the Board
- Conducts the Chairman’s annual performance evaluation, feeding in views from the Non-Executive Directors
- Attends meetings with major shareholders to understand their key issues and concerns, and is available to shareholders if they have concerns which contact through the normal channels has failed to resolve or is inappropriate
* The Group’s Senior Independent Director, Danuta Gray, is currently performing the role of Interim Chair following the resignation of the previous Chairman on 6 February 2017. Upon the appointment of a permanent successor, Danuta will resume her role as Senior Independent Director.
- Provide independent and constructive challenge of the Executive Directors, including to help develop proposals on strategy
- Scrutinise the delivery of the strategy within the risk and control framework set by the Board
- Satisfy themselves on the integrity of financial reporting and the robustness of systems and controls
- Determine Executive Director remuneration
* This includes Chris Patrick (appointed as a shareholder Director by the Group’s principal shareholders, AnaCap Financial Partners and AnaCap Financial Partners II)
- Provides key support and acts as a first point of contact for the Chairman and Non-Executive Directors
- Facilitates effective information flows between the Board and its Committees, and between executive management and the Board
- Keeps the Board updated on developments in corporate governance
- Facilitates induction of new Non-Executive Directors and training
- Acts as Secretary to the Board and Board Committees
The Corporate Governance and Nomination Committee (“the Nomination Committee”) is responsible for making recommendations to the Board regarding the appointment of new Directors.
The Code requires that all Directors retire and offer themselves for election at the first AGM following their appointment, and for re-election on an annual basis thereafter. Ahead of the re-election of the Non-Executive Directors being recommended to shareholders, the Nomination Committee assesses the performance, time commitments and independence of each Non-Executive Director and makes a recommendation to the Board in this regard. In addition, the outcome of the appraisals of the Executive Directors is considered.
All Directors receive a comprehensive induction on appointment to enable their effective contribution to the Board as early as possible. Induction programmes are tailored to the needs of the new Director – the Chairman discusses requirements with the new Director, which are facilitated by the Company Secretary. The programme will typically include one-to-one meetings with business and functional heads; site visits; and access to past Board packs, relevant Group policies and procedures through the Board portal.
Training sessions for Directors on topics of relevance to the Board are organised periodically throughout the year to tie in with Board and Committee meetings. A training log is maintained by the Company Secretary for each Director as evidence of continuous development.