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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
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