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Corporate from 30 September 2021. These changes agreement to the appointment of other EDs Contents
Contents

also led to Caroline Fawcett being elected
and senior managers. In conjunction with the
Governance as the Senior Independent Director from Bank's senior management team, the Board Strategic Report
30 September 2021, stepping into the role
is responsible for formulating priorities, goals,
and strategies for the Bank. The formulation
previously held by Ian Smith, and becoming
the Chair of Nominations & Governance,
of clear objectives and policies supplies a
following the departure of Paul ffolkes Davis
framework for the Chief Executive Officer to
Statement in June 2021. The succession continues in work within.
2022 with Richard Perry, the non-executive
director representing the Cambridgeshire
The Board both lays out the Bank's goals and
Local Government Pension Fund, retiring
with effect from 31 March 2022. Christiane monitors the progress against these. One of
its main duties in this capacity is to limit the
Wuillamie has been selected as the Bank's exposure to excessive risk of all kinds,
successor to Richard Perry. including legal, reputational, and financial. Corporate Governance Statement
By managing risk judiciously, the Board tries
Primary responsibilities of the Board to maintain a balance between enterprise
and caution. The Board also ensures that the
While the day-to-day operation of the Bank Bank complies with all applicable statutes and
is delegated to specific individual executives regulations. This is achieved by monitoring
as senior managers, the Board, appointed compliance with regulatory and policy
by the shareholders to monitor and govern requirements via the Bank’s compliance
the Bank's operations, is legally responsible and audit functions, which inform the Board
for safeguarding the interests of depositors of how the Bank is being run. The audit
and shareholders' investments. Although
How the business Officer, the Chief Financial Officer, Chief the Board does not manage the Bank, one operations are not limited to financial purposes
and encompass the Bank’s structure and
Risk Officer and Chief Development Officer.
is managed of its foremost duties is to recruit and retain operations. The Board is also responsible for
The Board has its own terms of reference suitable management. The Chief Executive commissioning audits, to provide independent
Officer is the key position, and the Board
and has specific committees appointed assessment and assurance of the Bank. Independent Auditor’s Report
Design and operation of a robust corporate by it for the purposes of Nominations & appraises him and provides oversight and
governance framework is critical to meeting Governance, Audit, Risk & Compliance,
the needs of all the Bank’s stakeholders. Performance & Remuneration, and Executive
The Bank has a well-established corporate Management. Each committee has its own
governance structure, and the Board terms of reference.
supports the principles of good corporate The diagram below
governance as set out in the UK Corporate To ensure independence, and reduce sets out the Bank’s Board of
Governance Code. Whilst the Bank is the potential for conflict of interest, the Committee structure: Directors
exempt from a number of the provisions sub-committees (excluding the Executive
due to it not being a listed entity, and its Committee) are each comprised entirely of
overall size in terms of employee numbers, non-executive directors (NEDs), although Financial Statements
it has reviewed the requirements and individual EDs and others attend either as a
ensures that its governance processes matter of course or when requested to provide Audit Executive Nominations Performance & Risk &
continue to follow best practice. The advice and guidance. A NED chairs each of Committee Committee & Governance Remuneration Compliance
Committee
Committee
Committee
Board believes that its existing governance the Board Committees except the Executive
processes are appropriate for the current Committee which is chaired by the CEO.
size and structure of the Bank.
The Bank continued its succession of non-
Structure of the Board and Board Executive directors during 2021, with the Impairment Business Customer ESG Steering Credit Asset & Risk
Committees & Provisions Change & Product Committee Committee Liability Management
Committee
Committee
Committee
Committee
Committee
planned retirement of Paul ffolkes Davis,
The Board has overall responsibility the Vice-Chair in June 2021, and Ian Smith,
for the operations of the Bank and is the Chair of Audit, in September 2021. Tim
comprised of four independent non- Harvey-Samuel, the Bursar of Trinity Hall, Notes to the Financial Statements
executive directors and two non-executive was appointed as a director by the Bank
Credit Approval Model Risk
directors representing the interests of the on 24 June 2021 as the successor to Paul Sub-Committee Governance
owners. The non-executives are currently ffolkes Davis. Further, Patrick Newberry was Committee
complemented by four executive director appointed as a director on 24 September 2021,
(ED) board members – the Chief Executive succeeding Ian Smith as the Chair of Audit