Page 45 - CCB_Annual Report_2022

44 Corporate Governance Statement 45

The diagram below sets out
the Bank’s Committee structure
(as at 31 December 2022): Board of
Directors

Corporate Audit Nominations Performance Risk & Executive
& Governance
Committee
Compliance
& Remuneration
Committee
Committee
Committee
Committee
Governance Impairment Risk Credit Assets & Business Customer Environmental,
Committee
Management
Social & Governance
& Product
Change
& Provisions
Liability
Committee
Committee
Committee
Committee
(ESG) Steering
Committee
Committee
Model Risk
Credit Approval
Statement Governance Sub‑Committee
Committee
Board and Board Level Committees
Board Sub-Committees
Board Sub Sub-Committees
Executive Sub-Committee
Executive Sub Sub-Committee
How the business The Board has its own terms of reference
and has specific committees appointed
is managed by it for the purposes of Nominations &
Governance, Audit, Risk & Compliance, was appointed as a director by the Bank Officer is the key position, and the Board
Design and operation of a robust Performance & Remuneration, and on 24 March 2022 as the successor to appraises him and provides oversight and
corporate governance framework is Executive Management. Each committee Richard Perry. Mike Peck was appointed agreement to the appointment of other
critical to meeting the needs of all the has its own terms of reference. as a director and as Chair of Audit from EDs and senior managers. In conjunction
Bank’s stakeholders. The Bank has a To ensure independence, and reduce 27 October 2022. with the Bank’s senior management team,
well-established corporate governance the potential for conflict of interest, the The succession continues in 2023 the Board is responsible for formulating
structure, and the Board supports the sub-committees (excluding the Executive with Christiane Wuillamie OBE, the priorities, goals, and strategies for the
principles of good corporate governance Committee) are each comprised entirely of non-executive director representing the Bank. The formulation of clear objectives
as set out in the UK Corporate Governance non-executive directors (NEDs), although Cambridgeshire Local Government Pension and policies provides a framework for the
Code. Whilst the Bank is exempt from a individual EDs and others attend either as Fund, leaving the Bank with effect from Chief Executive Officer to work within.
number of the provisions due to it not a matter of course or when requested to 31 December 2022. The Board both lays out the Bank’s
being a listed entity, and its overall size provide advice and guidance. A NED chairs goals and monitors the progress against
in terms of employee numbers, it has each of the Board Committees except the Regarding Executive Directors, Simon these. One of its main duties in this
reviewed the requirements and ensures Executive Committee which is chaired Lindley, the Chief Development Officer capacity is to limit the Bank’s exposure to
that its governance processes continue to by the CEO. retired with effect from 31 January 2023. excessive risk of all kinds, including legal,
follow best practice. The Board believes The Chief Development Officer role has reputational, and financial. By managing
that its existing governance processes The Bank continued its succession of been replaced by a new Chief Commercial risk judiciously, the Board tries to maintain
are appropriate for the current size and non-executive directors during 2022, with Officer role (CCO). Sarah Barker will take up a balance between enterprise and
structure of the Bank. the planned retirements of Simon Moore, this role in 2023. The CCO role will not be caution. The Board also ensures that the
the Chair on 30 September 2022, and of an Executive Board role.
Structure of the Board and Richard Perry, the non-executive director Bank complies with all applicable statutes
and regulations. This is achieved by
Board Committees representing the Cambridgeshire Local Primary responsibilities of the Board monitoring compliance with regulatory
Government Pension Fund, on 31 March
The Board has overall responsibility for the 2022. Patrick Newberry succeeded Simon While the day-to-day operation of the Bank and policy requirements via the Bank’s
operations of the Bank and is comprised Moore as Chair on 23 September 2022 is delegated to specific individual executives compliance and audit functions, which
of four independent non-executive and also succeeded Caroline Fawcett, as as senior managers, the Board, appointed inform the Board of how the Bank
directors and two non-executive directors Chair of the Nominations & Governance by the shareholders to monitor and govern is being run. The audit operations
representing the interests of the owners. Committee from 1 August 2022. Caroline the Bank’s operations, is legally responsible are not limited to financial purposes
The non-executives were in 2022 Fawcett continues in the roles of Senior for safeguarding the interests of depositors and encompass the Bank’s structure
complemented by four executive director Independent Director and Chair of and shareholders’ investments. Although and operations. The Board is also
(ED) board members – the Chief Executive the Performance and Remuneration the Board does not manage the Bank, one responsible for commissioning audits,
Officer, the Chief Financial Officer, Chief Committee. Christiane Wuillamie OBE of its foremost duties is to recruit and retain to provide independent assessment and
Risk Officer and Chief Development Officer. suitable management. The Chief Executive assurance of the Bank.