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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 responsibilities include:

  • 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
  • keeping under review the structure, size and composition of the Board and making any recommendations it deems necessary
  • ensuring plans are in place for orderly succession to positions on the Board and as regards senior management, including the Company Secretary
  • 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
  • overseeing the Group’s initiatives on the promotion of diversity in the workforce

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

Remuneration Committee

Remuneration Committee

The Committee’s responsibilities include:

  • deciding the Company’s policy on executive remuneration, including pension rights and compensation payments of the executive directors
  • setting the remuneration for each of the executive directors, the Chair of the Board, the Company Secretary and all MRTs under the rules of the PRA / FCA, ensuring this is aligned to company purpose and values and linked to delivery of the Company's long-term strategy (no director contributes to any discussion about his or her own remuneration)
  • reviewing workplace remuneration and related policies and the alignment of incentives and rewards with culture; and when setting the policy for executive director remuneration, takes into account those matters
  • considering the group-wide Internal Remuneration Policy for all employees and considering and approving the identification of the Group’s MRTs, under financial services regulatory remuneration rules

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

The Remuneration Policy can be found on pages 155 to 164 of the 2022 Annual Report.

Risk and Compliance Committee

The Committee’s responsibilities include reviewing, on behalf of the Board:​

  • Recommendations and matters escalated from the Executive Risk Committee
  • The effectiveness of the Group’s enterprise risk management framework and the extent to which risks inherent in the Group’s business activities and strategic objectives are controlled within the risk appetite established by the Board
  • The Group’s current and future risk appetite, including the extent and categories of risk which the Board regards as acceptable
  • The Group’s enterprise risk management framework, including principles, supporting frameworks, risk policies, personnel and procedures
  • The effectiveness of the Group’s systems and controls for compliance with statutory and regulatory obligations
  • The appropriateness of the Group’s risk culture, to ensure it supports the Group’s stated risk appetite
  • The effectiveness of the Group’s strategy in promoting good outcomes for customers and integrity in the market as central to its operations and culture
  • The Group’s processes for compliance with laws, regulations and ethical codes of practice and the prevention of fraud

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

Executive committees

Sub-committees report into either the Executive Committee or Executive Risk Committee, (with the exception of the Model Risk Committee, which reports directly to the Risk and Compliance Committee) to support an 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 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 B8 of the 2023 Annual Report.