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56  Corporate Governance Statement                                                                               57








                                                                                                                   Contents
                                                                                                                   Contents

 Directors’ report  Power of Directors              Future developments
            The Directors are responsible for managing   The future development of the Bank is
            the business of the Bank and may exercise   set out in the Chief Executive Officer’s                   Strategic Report
 Introduction  Results and dividends
            all the powers of the Bank so long as the   statement on pages 10 - 11.
 The Directors of Cambridge & Counties   The statement of comprehensive income   Articles or applicable legislation do not
 Bank Limited present their report and   and statement of financial position for the   stipulate that any such powers must be   Political donations and expenditure
 audited financial statements for the year   Bank can be found on pages 86 - 87. The   exercised by the shareholders.  No amounts were given for political
 ended 31 December 2021, in accordance   Directors do not propose to pay a dividend   purposes during the year (2020: Nil).
 with section 415 of the Companies   in respect of ordinary shares for the year   Directors’ indemnities
 Act 2006.  ended 31 December 2021 (2020: Nil).
            Each of the Directors has the benefit of   Financial risk management and
            a deed of indemnity which constitutes a   hedging policies
 The following information is incorporated   Directors  ‘qualifying third party indemnity provision’.
 into this Directors’ Report:                       Details of the use of financial instruments,
 The Directors of the company who were   This indemnification for Directors   together with risk management disclosures   Corporate Governance Statement
 in office during the year, or from the date   provided by the Bank has been arranged
   ∞ The information in the Section 172   of their appointment, and up to the date of   in accordance with the Articles and the   can be found in the managing financial risk
 statement on page 14 on employee   signing the financial statements were:  Companies Act 2006. The indemnities   section of the financial statements in Note
 engagement and fostering business   remain in force at the date of signing   28 and the Risk Management section in the
 relationships with customers, suppliers,   these financial statements and are   Strategic report on pages 4 - 41.
 and others;  Simon Moore  Chairman & Independent
 Non-Executive Director  available for inspection at the Company’s   Post balance sheet events
            registered office.
   ∞ The internal control and financial risk   Paul ffolkes Davis  1  Non-Executive Director & Vice Chairman  There have been no significant quantifiable
 management systems described in   Directors’ emoluments waiver  events between 31 December 2021 and
 ‘how the business is managed’ section of   Ian Smith  2  Senior Independent   the date of approval of the financial
 the corporate governance statement on   Non-Executive Director  Richard Perry, as Shareholder
                                                    statements which would require a change
 pages 42 - 72; and  representative for Cambridgeshire County
 Caroline Fawcett  3  Senior3 Independent           to, or additional disclosure, in the financial
 Non-Executive Director   Council as Administering Authority of   statements. The Covid 19 pandemic and
   ∞ The diversity and inclusion section   the Cambridgeshire Local Government   the Ukrainian conflict continue to create   Independent Auditor’s Report
 of the Governance and Nominations   Patrick Newberry  4  Independent Non-Executive Director  Pension Fund, does not receive a fee for his
                                                    an uncertain economic outlook across
 Committee report on page 50.  services as a Non-Executive Director, the
 Nick Treble  Independent Non-Executive Director    the UK and globally. Management and the
            fees payable are distributed directly to the
                                                    Board continue to monitor the situation
 Tim Harvey-Samuel  5  Non-Executive Director  Pension Fund.
                                                    and evaluate the impact on the Bank on a
 Richard Perry  6  Non-Executive Director           regular basis.
            Governance arrangements
 Christiane Wuillamie  7  Non-Executive Director
            The Board has chosen to voluntarily     Research and development activities
 Donald Kerr  Chief Executive Officer  adopt the principles of the UK Corporate   The Bank develops new products and
            Governance Code (Code) to the extent
 Andrea Hodgson  Chief Financial Officer            services during the ordinary course of
            that they are applicable or considered
                                                    its business.
 Mike Hudson  Chief Risk Officer  appropriate for the Bank. Details of the                                         Financial Statements
            aspects of the Code not applicable or
 Simon Lindley  Chief Development Officer           Overseas branches
            considered appropriate for the Bank,
            together with the areas where the Bank has   The Bank does not have any branches
 1   Resigned 30 June 2021  deviated from the recommendations of the   outside of the United Kingdom.
 2   Resigned 30 September 2021   Code and the rationale for this, are set out
 3   Appointed Senior Independent Direct in addition to Independent   within how the business is managed in the   Corporate headquarters and
 Non-Executive Director 30 September 2021
 4   Appointed 24 September 2021  Bank’s Corporate Governance statement   registered office
 5   Appointed 24 June 2021   on pages 42 - 72.
 6   Resigned 31 March 2022                         The corporate headquarters and registered
 7   Appointed 24 March 2022                        offices address for Cambridge & Counties
            Share capital
                                                    Bank Limited is Charnwood Court, 5B New
            Details on the Bank’s shareholders and   Walk, Leicester, LE1 6TE.
            share capital at 31 December 2021 are                                                                  Notes to the Financial Statements
            provided in Notes 25 and 32 to the
            financial statements.
 The biographies of the Bank’s Directors are available at
 www.ccbank.co.uk/about-us/our-directors
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