Page 51 - CCB_Annual Report_2022

50 Corporate Governance Statement 51

Internal control and approval of loan terms (at origination and Board activity Nominations & Governance
governance framework subsequent amendment), including pricing, Committee report
within limits delegated by the Board Risk & The Board leads the setting of the
Compliance Committee. Bank’s strategy and oversights the
Risk management is governed within the implementation of that strategy by the Membership and operation of the Committee
corporate governance structure detailed Impairment & Provisions Committee Executive. At each Board meeting, the
on page 30, with ultimate ownership at Board receives a performance report and The Nominations & Governance Committee
Board level via the Risk & Compliance The Impairment & Provision Committee is a report from the Chief Officers. was chaired by Caroline Fawcett until
Committee. In addition, the Board Audit chaired by the CFO and is responsible for September 2022 when she handed over
Committee oversees third line review monitoring current and potential non- During the year the Board has also to Patrick Newberry. In addition to Patrick
of all aspects of risk management, and performing lending on an ongoing basis for considered further matters to ensure the (Chair of Board), the Committee members in
the Nominations & Governance and the purposes of identifying and agreeing Bank conducts itself in a proper manner. 2022 were Tim Harvey-Samuel (Shareholder
Performance & Remuneration Committees provisions for under recovery across the The Board has paid particular attention to Representative), Christiane Wuillamie
have a role in the management of conduct Bank’s loan portfolios. the Bank’s progress against the feedback (Shareholder Representative), Mike Peck
risk, including risk culture. provided by the PRA, as part of the PRA’s (Chair of the Audit Committee), and Caroline
Risk Management Committees annual engagement with the Bank. Fawcett (SID and Chair of Performance and
An explanation of the Bank’s committees Linked to our engagement with the PRA, Remuneration Committee). Nick Treble as
and sub-committees is set out below: The Risk Management Committee is
chaired by the CRO (Chief Risk Officer) and the Board has maintained its oversight Chair of Risk & Compliance Committee
Executive Committee is responsible for reviewing and managing and scrutiny of the Bank’s liquidity and attends occasionally, in line with the
all aspects of the Bank’s exposure to non- capital management, and specifically responsibilities of his role. The Chief Executive
The Executive Committee is chaired by financial risks, including legal, compliance approved the Bank’s ILAAP and ICAAP. Officer, Chief People Officer and General
the CEO and its members include all the and regulatory, financial crime, operational, Also, as a result of the cessation of the Counsel (Committee Secretary) also attend
Bank’s executive officers and General conduct and operational resilience risks. LIBOR benchmark and feedback on the committee meetings.
Counsel. The Executive Committee is the conversion mechanism, the Board also The Committee is responsible for making
Bank’s principal executive committee and The Model Risk Governance Committee is approved refinements to the Additional recommendations for appointments to
collectively supports the Chief Executive in chaired by the CRO, is responsible for the Tier 1 instrument. the Board, including Board Committee
developing and implementing the Bank’s management and oversight of financial One of the strategic challenges for membership and chairpersonship; monitoring
strategy as agreed by the Board, monitoring models used within the firm and reports to the year has been the delivery of the the governance arrangements of the Bank
the Bank’s performance, and agreeing any the Risk Management Committee.
change programme and specifically including recommending changes to
actions that are required to manage issues
the Real Estate Finance Transformation, ensure consistency with best practice and
that affect the Bank.
where regular monthly updates on corporate governance standards; making
Other executive committee sub-committees progress have been provided to ensure recommendations in respect of regulatory
include: that the identified change and benefits and strategic developments relevant to
are realised. the markets in which the Bank operates.
• Business Change Committee In practice this means that the Committee
• ESG Committee In setting the tone from the top and reviews the structure, size and composition of
• Customer and Product Committee integral to the culture and identity of the the Board, ensuring an appropriate balance of
Bank, the Board has reviewed updates on
Asset and Liability Committee the culture of the Bank, the maturation skills, knowledge, experience and diversity. It
leads the process for Board appointments and
of our approach to ESG, consideration of
The Asset and Liability Committee is chaired the B Corp accreditation and feedback renewals, in line with the Board succession
by the CFO (Chief Financial Officer) and is from colleagues and customers on how plan. It oversights the Executive succession
responsible for reviewing and managing all the Bank is performing. This information, plan, taking account of the skills and expertise
aspects of the Bank’s exposure to financial together with competitor and market that will be needed in the future to achieve
risks, including strategic risk, capital analysis requested by the Board, helps the Bank’s strategic goals and business
adequacy, liquidity and funding, tax, and inform the strategic direction of the Bank. plan. The Committee monitors, reviews and
market risks. recommends changes to the governance
The Board has also spent time on matters arrangements in line with best practice. This
Credit Committee that have the potential to materially Committee is responsible for overseeing that
impact the Bank’s business model over Directors fulfil their responsibilities under
The Credit Committee is chaired by the CLO the course of its strategic plan. This the Senior Management Regime. The Senior
(Chief Lending Officer) and is responsible for has included focus on the Bank’s cyber Independent Director also conducts a similar
reviewing and managing all aspects of the awareness and responsiveness. It has also appraisal of the Chair’s performance.
Bank’s exposure to credit risk.
included briefings on Consumer Duty and
The Credit Approval Sub-committee approval to our plan to implement the The Nominations and Governance Committee
met five times during the year.
reports to the Credit Committee and is Consumer Duty in 2023.
responsible for the review, challenge, and