Page 50 - 86395_CCB - 2024 Annual Report (web)

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Appointment of directors and
succession planning
The principal activity of the Committee
has been the continued succession and
evolution of the Board. It leads the process
for Board appointments and renewals,
in line with the Board succession plan.
There were no changes in Non‑Executive
Directors in 2024.
Executive succession planning
The Committee also considered the
Executive succession plan, which covered
Executive Committee members, heads
of department and key specialist roles
within the Bank. It overseas the Executive
succession plan, taking account of the
skills and expertise that will be needed in
the future to achieve the Bank’s strategic
goals and business plan. Following Andrea
Hodgson’s – Chief Financial Officer’s –
intention to retire in September 2024, the
Committee supported the plan to replace
the position. In August 2024, Richard
Hanrahan was appointed to the role of
CFO. In addition, in the latter part of 2024
Mike Hudson confirmed his intention to
retire in April 2025, again, the Committee
supported the plan and process to replace
the position. Our new CRO James Royle
commences with the Bank at the end of
March 2025.
Diversity, Equity and Inclusion
The Bank is committed to ensuring it is truly
representative of all sections of society and
our customers, and for all colleagues to
feel respected and able to give their best.
The Bank opposes and avoids all forms of
discrimination and is actively working to get
wider diversity within both the Bank and
Financial Services as a whole.
The Board promotes the Bank’s
signatory to the Women in Finance Charter;
we are proud to have achieved our target
of 30% of Board positions being held by
women and 40% representation on our
senior leadership team in 2024. The Bank
continues to progress its Diversity and
Inclusion plan, as demonstrated through its
commitment to increasing diversity within
its apprenticeship and graduate training
programmes as well as management
development programmes.
Audit Committee report
Membership and operation of
the Committee
The Audit Committee has continued
to be chaired by Mike Peck in 2024.
Caroline Fawcett (Chair of Performance &
Remuneration Committee), Tim Harvey‑
Samuel (Shareholder Representative),
Michele Ibbs (Shareholder Representative),
and Elizabeth Lockwood (Chair of Risk &
Compliance Committee) all continued to
serve as members of the Committee in
2024. Further details on the Committee
members’ experience are set out in the
Non‑Executive Director biographies.
Committee meetings are also attended
by members of the Executive Committee
including the Chief Executive Officer, the
Chief Financial Officer, and the Chief Risk
Officer. The Bank’s outsourced internal
audit provider, Deloitte, and external
auditors, PwC, attend each meeting of
the Committee which typically includes a
private session with the NEDs without the
presence of the Executives. The Company
Secretary, or an appropriate delegate, acts
as the secretary to the Committee.
Audit Committee responsibilities and
activity in 2024
The Audit Committee met five times
during 2024. The Committee’s principal
responsibility is to assist the Board in
carrying out its responsibilities relating to
accounting policies, financial governance
& control framework, and financial
reporting functions.
The Committee reviews the
effectiveness of the Bank’s internal controls,
approves the internal audit programme,
and examines internal and external audit
reports. Members receive and consider
the recommendations of the internal and
external audit function and ensures via
Management, that recommendations are
implemented where necessary. Annually,
the Committee receives a conclusion as
to the adequacy of the governance, risk,
and control framework from the Bank’s
Second Line and from Deloitte in their
role as outsourced internal auditors. The
Committee completed its annual review of
the Bank’s annual Whistleblowing Report.
The Committee ensures the Financial
Statements give a fair, balanced and
understandable assessment of the Bank’s
performance. To achieve this, it reviews