Page 51 - CCB_Full-Annual-Report-2021

50 Corporate Governance Statement 51

The Board adopted Contents

Contents
a three year plan to

Internal control and The Credit Approval Sub-committee The Committee is authorised by the Board enhance diversity and
governance framework reports to the Credit Committee and is to keep the structure, size, and composition inclusion at the Bank.
responsible for the review, challenge, and of the Board under review and for making Strategic Report
approval of loan terms (at origination and recommendations to the Board with regard
Risk management is governed within the subsequent amendment), including pricing, to any changes required to the overall
corporate governance structure detailed within limits delegated by the Board Risk & balance of skills, knowledge, experience and
on page 45, with ultimate ownership at Compliance Committee. diversity on the Board. It leads the process
Board level via the Risk & Compliance for appointments to the Board, Board Other key activity of the Committee
Committee. In addition, the Board Audit Impairment & Provisions Committee Committees, and the chairmanship of those has been to select Caroline Fawcett as
Committee facilitates third line review The Impairment & Provision Committee committees. The Committee also considers the new Senior Independent Director,
of all aspects of risk management, and is chaired by the CFO and is responsible succession planning for the Board and following the retirement of Ian Smith, the
the Nominations & Governance and for monitoring current and potential non- Executive, taking account of the skills and continued build of the succession plan
Performance & Remuneration Committees performing lending on an ongoing basis for expertise that will be needed in the future. for the Non-Executive Directors, and
have a role in the management of conduct the purposes of identifying and agreeing The Committee is responsible for monitoring the activity following the output of the Corporate Governance Statement
risk, including risk culture. the governance arrangements to ensure
appropriate provisions for under recovery that such arrangements are consistent external board effectiveness review. It
across the Bank’s loan portfolios. has been a critical role of the Committee
An explanation of the Bank’s executive with corporate governance standards and over 2021 to determine the skills and
committees and sub-committees is set Risk Management Committees developing best practice; it reviews and knowledge required of the Board over
out below: recommends any corporate governance
The Risk Management Committee is chaired materials for inclusion in public disclosures the next few years, which was assisted by
Executive Committee by the CRO and is responsible for reviewing and regulatory responses. This Committee a skills review conducted as part of the
and managing all aspects of the Bank’s is responsible for overseeing that Directors board effectiveness review. The Committee
The Executive Committee is chaired by exposure to non-financial risks, including fulfil their responsibilities under the Senior has also approved activity to build out a
the CEO and its members include all the legal, compliance and regulatory, financial Management Regime. The Bank’s General governance operating model for the Bank
Bank’s executive officers and General crime, operational, conduct and operational Counsel, or an appropriate delegate, acts as over 2021 and into 2022 that will bring
Counsel. The Executive Committee is the resilience risks. the secretary to the Committee. further maturity to the Bank’s governance.
Bank’s principal executive committee and
collectively supports the Chief Executive The Model Risk Governance Committee is Appointment of directors and Executive succession planning Independent Auditor’s Report
in developing and implementing the chaired by the CRO, is responsible for the succession planning The Committee also considered the
Bank’s strategy as agreed by the Board, management and oversight of financial Executive succession plan, which covered
monitoring the Bank’s performance, and models used within the firm and reports to The Nominations and Governance Executive Committee members, heads of
agreeing any actions that are required to the Risk Management Committee. Committee met five times during the year. department and key specialist roles within
manage issues that affect the Bank.
The principal activity of the Committee the Bank.
Other executive committee sub- has been the continued succession Diversity and inclusion
committees include: Nominations & Governance and evolution of the Board and senior The Bank is committed to fair and
management, having exercised oversight
∞ Business Change Committee Committee report of the creation of a Chief Transformation consistent treatment of all employees
∞ ESG Committee Officer role, the succession of Ian Smith regardless of their personal characteristics, Financial Statements
∞ Customer and Product Committee as Chair of Audit Committee and Senior which include gender, ethnicity, religion,
Membership and operation of the Committee
Independent Director, and commencing sexual orientation, transgender status,
Asset and Liability Committee The Nominations & Governance Committee the activity to find a successor for Simon disability, nationality, or age. In 2021,
was chaired by Paul ffolkes Davis until his Moore, the Chair of the Bank, in 2022. The the Board adopted a three year plan to
The Asset and Liability Committee is retirement on 24 June 2021, and thereafter Committee conducted a search for a new enhance diversity and inclusion at the
chaired by the CFO and is responsible for by Caroline Fawcett. The members of the Chair of Audit, supported by Taylor Harrison Bank, which promotes diversity beyond the
reviewing and managing all aspects of the Committee include the Chairman, Simon Ltd, and duly recommended to Board personal characteristics to include diversity
Bank’s exposure to financial risks, including Moore, Richard Perry, Tim Harvey-Samuel that Patrick Newberry replace Ian Smith of background, thinking and experience.
strategic risk, capital adequacy, liquidity as Chair of Audit following his retirement The Directors’ report, on page 56, provides The Directors’
and funding, tax, and market risks. and the Chair of the Audit Committee, report, on
Ian Smith (until 30 September 2021) and on 30 September 2021. Patrick Newberry further detail on the Bank’s approach page 56,
Patrick Newberry (from 1 October 2021). was formally appointed as a director on to diversity and inclusion. The Board
Credit Committee provides
Nick Treble as Chair of Risk & Compliance 24 September 2021. The Committee has promotes the Bank’s signatory to the further detail Notes to the Financial Statements
The Credit Committee is chaired by Committee attends occasionally, in line with overseen the commencement of the Women in Finance Charter and affirms on the Bank’s
the CLO (Chief Lending Officer) and is the responsibilities of his role. The Chief process to identify a new Chair of the Bank its aspiration to meet the target of 33% of approach to
responsible for reviewing and managing Executive Officer, Chief People Officer and in advance of the anticipated retirement of Board positions being held by women, as diversity and
all aspects of the Bank’s exposure to General Counsel and Company Secretary Simon Moore in July 2022. set out in the Hampton-Alexander Review. inclusion.
credit risk. also attend committee meetings.