Page 46 - CCB_Full-Annual-Report-2021

46 Corporate Governance Statement 47

Contents
Contents

The Board is responsible for monitoring Compliance with the UK Corporate Compliance with the Senior
conflicts of interests, both in the Bank's Governance Code Managers Regime
executives, and on the Board itself. If a The Bank seeks to comply with the UK The Prudential Regulatory Authority (PRA) Strategic Report
person in a position of leadership has Corporate Governance Code (Code) to the defines a set of Prescribed Responsibilities
compromised motives, the Board must extent that it is applicable or considered and Overall Responsibilities, which must be
step in and resolve the conflict.
appropriate for its business. The following areas allocated to a senior manager performing a
are those where the Bank has considered the Senior Management Function. The following
Chairman and Chief Executive Officer
Code not applicable or appropriate: tables show the composition of the Bank’s
The offices of Chairman and Chief Board, the management organisation and the
Executive Officer are distinct and held ∞ As a non-listed, privately owned entity PRA defined Senior Management Functions
by different people. The main role of the Bank has no requirement to re-elect allocated across the Bank. The table below
the Chairman is to lead the Board and directors or hold formal general meetings. shows those individuals covered by the Senior
to ensure that it operates effectively. Consequently, the sections of the Code Management Function regime and the Bank’s
The Chief Executive’s role is to put into regarding re-election of directors and governance structure as at 1 January 2022. Corporate Governance Statement
effect the strategies agreed by the Board general meetings have been considered not
and the general operational management applicable;
of the Bank.
∞ Whilst over half of the Board members are
Responsibilities and requirements of NEDs (six out of 10), only four of them are
Executive Directors independent. The Board has considered
this appropriate on the basis that the Bank
The Executive Directors are responsible is privately owned, and the remaining two
for the day-to-day operation of the Bank, NEDs represent the Bank’s shareholders,
supported by the senior management and are independent from the Executive; Function Description Role Person
team. This is in part effected via policies 1 Chief Executive Function CEO Donald Kerr
and procedures developed with the ∞ The remuneration of the NEDs is set by
approval of the Board (directly or the Chair and the Shareholders, and not by 2 Chief Finance Function CFO Andrea Hodgson
indirectly through committees and the Board of the Bank. This is considered 3 Executive Director Function CDO Simon Lindley Independent Auditor’s Report
sub-committees), partly through the appropriate on the basis that the Bank is
Executive Committee, and partly by the privately owned. No remuneration for the 4 Chief Risk Function CRO Mike Hudson
discharge of duties as specified within NEDs includes share options or variable 5 Head of Internal Audit Outsourced N/A
individual job descriptions.
elements; and
6 Head of Key Business Area CLO David Monks
Responsibilities and requirements of ∞ The Code introduced principles for ensuring 9 Chair of Board Chair Simon Moore
Non-Executive Directors
that the Board understood the views of 10 Chair of Risk & Compliance Committee Independent NED Nick Treble
The essential role of the Non- its stakeholders, including its workforce,
Executive Directors (NEDs) is to provide suggesting one or a combination of a 11 Chair of Audit Committee Independent NED Patrick Newberry
independent assurance to the Bank’s director appointed from the workforce, 12 Chair of Remuneration and Independent NED Caroline Fawcett
shareholders that the business is a formal workforce advisory panel, or a Performance Committee Financial Statements
being conducted in such a manner as designated NED. Whilst the Bank recognises
to protect the interests of the Bank’s the need for workforce engagement, 13 Chair of Nomination and Independent NED Caroline Fawcett
depositors, and to comply with the the suggestions were considered Governance Committee
Principles for Business of the Regulator. disproportionate for an organisation the 14 Senior Independent Director (SID) Independent NED Caroline Fawcett
This responsibility is discharged via size of the Bank. In lieu of the suggestions,
oversight of, and appropriate challenge the Bank elected to establish a Staff Forum 16 Compliance Oversight Head of Compliance Elizabeth Mullins
to, the Bank’s senior management via the that represents the workforce and meets & MLRO
structure of the Bank’s sub-committees. with the Chief Executive Officer and Chief 17 Money Laundering reporting function Head of Compliance Elizabeth Mullins
Part of the process for selection and People Officer each month to discuss & MLRO
training of the NEDs is to ensure they are matters impacting the workforce. The Staff
familiar with the regulatory principles Forum is also consulted with in advance 18 Other overall responsibility function CPO Sara Thorpe
and practices, and to maintain their of any material organisational change. Notes to the Financial Statements
knowledge of them. Further, the Bank undertakes an annual staff CTO David Holton
engagement survey to understand the views 24 Chief Operations Function COO Tina Hayton-Banks
of its workforce. This is considered to be
a proportionate approach for the Bank in NB: Senior Management Functions 7 – 8, 15, 19 – 23 and 25 – 27 stipulated by the FCA and PRA do not currently apply
adopting the principles of the Code to the Bank’s operating model, or the Bank is not of a size to meet the requirement to have the function.