Page 44 - 86395_CCB - 2024 Annual Report (web)

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Responsibilities and requirements of
Executive Directors

The Executive Directors are responsible
for the day‑to‑day operation of the Bank,
supported by the Senior Management
team. This is in part effected via policies
and procedures developed with the
approval of the Board (directly or indirectly
through committees and sub‑committees),
partly through the Executive Committee,
and partly by the discharge of duties as
specified within individual job descriptions.

Responsibilities and requirements of
Non-Executive Directors
The essential role of the Non‑Executive
Directors (NEDs) is to provide independent
assurance to the Bank’s shareholders
that the business is being conducted in
such a manner as to protect the interests Ž The remuneration of the NEDs is set
of the Bank’s depositors, and to comply by the Chair and the Shareholders,
with the Principles for Business of the and not by the Board. This is considered
Regulator. This responsibility is discharged appropriate on the basis that the Bank
via oversight of, and appropriate challenge is privately owned. No remuneration
to, the Bank’s Senior Management via the for the NEDs includes share options
structure of the Bank’s sub‑committees. or variable elements;
Part of the process for selection and
training of the NEDs is to ensure they are Ž The Code introduced principles for
familiar with the regulatory principles ensuring that the Board understood
and practices, and to maintain their the views of its stakeholders, including
knowledge of them. its workforce, suggesting one or a
combination of a director appointed
Compliance with the UK Corporate from the workforce, a formal workforce
Governance Code advisory panel, or a designated NED.
Whilst the Bank recognises the need for
The Bank seeks to comply with the UK workforce engagement, the suggestions
Corporate Governance Code (Code) to the were considered disproportionate for an
extent that it is applicable or considered organisation the size of the Bank. In 2023,
appropriate for its business. The following we launched our new Colleague Forum
areas are those where the Bank has with attendees from across the Bank
considered the Code not applicable representing their business functions
or appropriate:
and updates from our colleague groups
Ž As a non‑listed, privately owned – Charities, Green and Social. The
entity the Bank has no requirement Colleague Forum, attended by the CEO
to re‑elect Directors or hold formal and CPO, is held on a quarterly basis. The
general meetings. Consequently, Forum is also consulted with in advance
the sections of the Code regarding of any material organisational change.
re‑election of Directors and general Further, the Bank undertakes an annual
meetings have been considered staff engagement survey to understand
not applicable; the views of its workforce. This is a
proportionate approach for the Bank in
Ž Whilst over half of the Board members adopting the principles of the Code.
are NEDs (six out of nine), only four
of them are independent. The Board The Bank is, with oversight from the
has considered this appropriate on the Audit Committee, considering the impact
basis that the Bank is privately owned, of the UK Corporate Governance Code
and the remaining two NEDs represent reform with the intention of adjusting its
the Bank’s shareholders, and are governance proportionately for a privately
independent from the Executive; owned Bank of its size.