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Committee structure

The Board operates through a number of committees covering certain specific matters, illustrated in the chart below. All board committees operate within defined terms of reference and sufficient resources are made available to them to undertake their duties. Details of Board Committee Terms of Reference are listed below.

Board committees

Information on each of the board committees is set out within the Annual Report, including the attendance of individual directors at the regular meetings of the Board and its committees in each year.

Committee Structure

Audit Committee

The Committee’s responsibilities include:​

  • monitoring the integrity of the Group’s financial reporting​
  • reviewing the Group’s internal financial control systems​
  • monitoring and reviewing the effectiveness of the Group’s internal audit function​
  • monitoring the relationship between the Group and the external auditor​

The Audit Committee’s Terms of Reference can be found here.

The Internal Audit Charter can be found here​.

Nomination Committee

The Committee’s purpose includes:

  • ensuring that there is a formal, rigorous and transparent procedure for the appointment of new directors to the Board​
  • leading the process for Board appointments​
  • making recommendations to the Board on those appointments​​
  • considering the re-appointment of directors, re-election of directors and the independence of non-executive directors and making recommendations on these to the Board​​

The Nomination Committee’s Terms of Reference can be found here.

Remuneration Committee

Remuneration Committee

The Committee’s purpose includes:

  • determining the Company’s policy on executive remuneration and specific compensation packages for each of the executive directors and the Chair (No director contributes to any discussion about his or her own remuneration)
  • reviewing the level and structure of remuneration of senior management​

The Remuneration Committee’s Terms of Reference can be found here​.


Risk and Compliance Committee

The Committee’s responsibilities include reviewing:​

  • the effectiveness of the Group’s risk management framework and the extent to which risks inherent in the Group’s business activities are controlled within the risk appetite established by the Board​
  • the effectiveness of the Group’s systems and controls for compliance with statutory and regulatory obligations, as well as its obligations under significant contracts​
  • the appropriateness of the Group’s risk culture, to ensure it supports the Group’s stated risk appetite​

The Risk and Compliance Committee’s Terms of Reference can be found here​.

Executive committees

Following a restructure of our executive committees, including the establishment of an Executive Risk Committee, sub-committees that reported directly to the Risk and Compliance Committee, now report into either the Executive Committee or Executive Risk Committee, (with the exception of the Model Risk Committee, which still reports directly to the Risk and Compliance Committee) to support a more effective governance framework. These executive sub-committees include the Asset and Liability Committee (‘ALCO’), the Credit Committee, the Operational Risk Committee (‘ORC’) and the Customer and Conduct Committee (‘CCC’), with membership comprising appropriate senior employees. The new governance structure is set out in the chart at the top of this page, and all of these risk committees are described further in the Risk Management Section B7.