Board Committees

The Board has established six principal committees. Each of these committees operates within written terms of reference approved by the Board. 

The day-to-day running of the business is delegated to the Executive Committee, which comprises the Chief Executive Officer and the Chief Financial Officer. The Executive Committee meets frequently to process a wide range of matters, often of a technical nature. The Disclosure Committee meets as required to consider whether an announcement to the London and Warsaw Stock Exchanges is required. It comprises the Chief Executive Officer, the Chief Financial Officer, and the Company Secretary.

 

Learn about each of our Board Committees below

Audit and Risk Committee

 

"The Committee was fully engaged in the acquisition of MCB Finance, and in responding to the significant challenges which arose in the competitive and regulatory environments."

Richard Moat, Chairman

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Members of the Audit and Risk Committee are Tony Hales and Jayne Almond under the chairmanship of Richard Moat.

The Audit and Risk Committee is appointed by the Board and consists of no fewer than three independent non-executive directors of the company. Membership is reviewed annually.

The Company Secretary acts as secretary to the Committee.

The Audit and Risk Committee makes recommendations to the Board, to put to shareholders at general meeting, on the appointment, reappointment and removal of the auditors, and approves remuneration and terms of engagement. The Committee is also responsible for reviewing and monitoring the auditors' independence, objectivity and the effectiveness of the audits, taking into consideration relevant UK professional and regulatory requirements.

The Committee develops and implements policy on the engagement of the external auditors to supply non-audit services and reports to the board recommending any improvements or action needed.

The integrity of the Company's financial statements and any formal announcements relating to financial performance are monitored by the Committee, which also reviews the final and interim announcements to the Stock Exchange.

The internal audit plan is formally agreed once a year and regular reports are reviewed on the internal audit function and findings. The Audit and Risk Committee is also responsible for reviewing, and reporting annually to the Board, the work of the Risk Advisory Group and the effectiveness of the Group's system of internal non-financial controls.
The chairman of the Committee will be available to answer shareholders' questions on audit matters at AGM.

Meetings are held at least five times a year, two of which are scheduled to review the half year and year end results, and two of which focus on risk.
A partner of the internal auditors, the Finance Director and the head of compliance and risk are invited to attend meetings on a regular basis. Other individuals such as the Chief Executive Officer and other directors may also be invited, when appropriate.

The Committee meets auditors at least once a year without any executive director present. It also reviews its own performance, constitution and terms of reference annually.
The chairman of the Committee reports to the Board after each meeting and makes recommendations it deems appropriate within its remit.

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Disclosure Committee

Gerard Ryan chairs the Disclosure Committee, whose other members are Justin Lockwood and Ben Murphy.

The Committee is appointed by the Board and consists of at least three members. Membership is reviewed by the Board annually.

The Assistant Company Secretary acts as secretary to the Committee.

The Committee is responsible for ensuring compliance with the Disclosure and Transparency Rules issued by the Financial Services Authority, and that appropriate policies and procedures are in place.

This includes approving and reviewing procedures for issuing announcements to the London Stock Exchange; identifying and handling inside information; assessing disclosure obligations; and reviewing the Company's relationship and procedures for dealing with investors and analysts.

The Disclosure Committee meets at least three times a year. At least once a year, it reviews its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and to recommend any changes it considers necessary to the Board for approval.

The chairman of the Committee reports to the Board after each meeting and makes recommendations it deems appropriate within its remit.

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Executive Committee

Gerard Ryan chairs the Committee; the other member is Justin Lockwood.

The Committee is appointed by the Board and consists of the executive directors and such other person or persons as the Board from time to time appoints, provided that executive directors shall at all times constitute a majority of the members.

The Company Secretary acts as secretary to the Committee.

The Committee manages the business of the Company and exercises all the powers of the Company, but excluding a) matters reserved for decision by the Board and b) matters delegated to the Remuneration Committee, the Audit and Risk Committee, the Nomination Committee and the Disclosure Committee.

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Nomination Committee

 

"2015 saw further changes to Board composition, bringing new skills, challenges and oversight."

Dan O'Connor, Chairman

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Members of the Nomination Committee are Gerard Ryan, Tony Hales, Cathryn Riley and John Mangelaars under the chairmanship of Dan O'Connor.

The Committee is appointed by the Board from among the directors, and the Chairman of the Company will also be the chairman of the Nomination Committee. The Committee must have at least three members, the majority of whom are to be independent non-executive directors and also include the Chief Executive Officer and the Chairman of the Company. Membership is reviewed by the Board annually.

The Company Secretary acts as secretary to the Committee and other individuals and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

The Committee is responsible for reviewing the structure, size and composition required of the Board and making recommendations regarding any changes. In addition to assisting in the selection and appointment of new directors, the Committee also considers and, if appropriate, recommends the extension of the term of office of non-executive directors.
Nomination Committee meetings are held at least once a year. The Committee also considers the succession plan annually and reports to the Board that it has done so.

The chairman of the Committee reports to the Board after each meeting and makes recommendations that are deemed appropriate within its remit. He also attends the AGM to respond to any shareholder questions relating to the Committee's activities.

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Remuneration Committee

 

"Our remuneration framework is designed to create a clear link between the delivery of our strategic priorities and reward."

Cathryn Riley, Chair

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Cathryn Riley chairs the Remuneration Committee, which also consists of Tony Hales, Richard Moat and Jayne Almond.

The Committee is appointed by the Board from among the independent non-executive directors and consists of at least three members. Membership is reviewed by the Board annually.

The Company Secretary acts as secretary to the Committee. Other individuals such as the Chief Executive Officer and external advisors may also be invited to attend.

The Remuneration Committee's main responsibility is to consider and approve all aspects of the remuneration policy for the executive directors, the Chairman and the Company Secretary. The remuneration and conditions of service must support corporate objectives and shareholder interests, represent good value for money and reflect Company and individual director performance. The Committee also recommends and monitors the structure and level of pay for the senior management group.
Additionally, the Committee reviews the annual remuneration report prior to its approval by the Board.

Remuneration Committee meetings are held at least three times a year. Once a year, the Committee reviews the shareholdings of the executive directors in the context of the shareholding guidelines.

The chairman of the Remuneration Committee does not have a relationship with institutional shareholders but is available to answer queries from specific institutional shareholders at their initiative and is also available to answer shareholders' questions on remuneration matters at the AGM. It is the chairman's role to report to the Board after each meeting and make recommendations that are deemed appropriate within the Committee's remit.

At least once a year, the Committee reviews its performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommends any changes it considers necessary to the Board for approval.

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Technology Committee

 

"T4G remains at the heart of our strategy to deliver efficiency and maximise value."

John Mangelaars, Chairman

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The members of the Technology Committee are Cathryn Riley and Richard Moat, under the chairmanship of John Mangelaars.

The Committee is appointed by the Board from among the directors, and the Chairman of the Company will also be the chairman of the Nomination Committee. The Committee must have at least three members.

The Committee’s role is to support the T4G programme and executive management to ensure it delivers quality outcomes at speed and within approved budgets. Also, briefing the Board on progress and making recommendations in relation to issues that need to be escalated to the Board for consideration/approval. Providing assurance to the Board that benefits are being delivered, costs are being controlled and T4G is supported effectively by appropriate, reliable plans and governance and authorising commitments within financial limits delegated by the Board.

Meetings are held as required and determined by the Chair, but in any event no less than four times per year.

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