Page 53 - CCB_Annual Report_2022

52 Corporate Governance Statement 53

Appointment of directors and Audit Committee report The Committee ensures the financial
succession planning statements give a fair, balanced and
understandable assessment of the Bank’s
The principal activity of the Committee Membership and operation of the performance. To achieve this the Committee
has been the continued succession Committee reviews and challenges the Bank’s annual
and evolution of the Board, specifically The Audit Committee was chaired by financial information and in particular the
leading the succession of Simon Moore Patrick Newberry, until his appointment as significant financial reporting estimates and
as Chair of Board, Patrick Newberry Chair on 23 September 2022. Thereafter judgements. During 2022, the Committee has
as Chair of Audit and oversighting the it was chaired by Mike Peck as the new considered the following matters:
appointment of Christiane Wuillamie as Chair of Audit, appointed to the Bank on 27
Shareholder Representative. • The consistency and appropriateness
October 2022. Both individuals are Fellows of the Bank’s significant accounting
Patrick Newberry was appointed Chair of of the Institute of Chartered Accountants policies. There have been no material
Board formally on 23rd September 2022, in England and Wales, with extensive changes in 2022.
following Simon Moore’s retirement after experience as auditors working with financial
10 years on the Board. Mike Peck was institutions. The members of the Audit • Viability and going concern assessments in
appointed as Chair of Audit on 27th October Committee during the year included Caroline uncertain macroeconomic circumstances.
2022. These appointments were the result Fawcett, Tim Harvey-Samuel, Christiane The Committee has considered
of searches conducted on behalf of the Wuillamie and Nick Treble with further management’s approach to, and the
Committee by Warren Partners Ltd and details on their experience set out in the conclusions of, the assessment of the
Taylor Harrison respectively. Non-Executive Director biographies. Nick Bank’s ability to remain a going concern,
Treble is also Chair of the Risk & Compliance taking into account the Bank’s capital
Christiane Wuillamie took over as
Committee. Committee meetings are and liquidity position. The Committee
Shareholder Representative from Richard
attended by members of the Executive considered and, after taking the Bank’s
Perry on 24th March 2022.
committee including the Chief Executive strategy and external market developments
Officer, the Chief Financial Officer and the into account, supported management’s
Executive succession planning
Chief Risk Officer. The Bank’s outsourced conclusion that it remained appropriate to
The Committee also considered the internal audit provider, Deloitte, and external adopt the going concern basis in preparing
Executive succession plan, which covered auditor, PwC, attend each meeting of the the financial statements. The Committee
Executive Committee members, heads of Committee which typically includes a private also considered management’s approach
department and key specialist roles within session with the NEDs without the presence to, and the conclusions of, the assessment
the Bank. The Chief Development Officer, of Executives. The Company Secretary, or an of the Bank’s viability. After consideration,
Simon Lindley, announced his intention to appropriate delegate, acts as the secretary to the Committee recommended the
retire in January 2023, and the Committee by women and 33% representation on the Committee. Board approve the approach adopted
have supported the plan to replace him our Executive team in 2022. The Bank by management as described on
with a Chief Commercial Officer, which will continues to progress its Diversity and Audit Committee responsibilities and pages 58 – 59.
not be a Board position. This will reduce Inclusion plan, as demonstrated through its activity in 2022 • A review of the annual report to ensure
the number of Executives on the Board to commitment to increasing diversity within The Audit Committee met five times it is fair, balanced and understandable.
3 in 2023. its apprenticeship and graduate training during 2022. The Committee’s principal The Committee considered management’s
programmes as well as the management
Diversity and inclusion development programmes. responsibility is to assist the Board in approach to, and governance arrangements
carrying out its responsibilities relating to over, the preparation of this annual report
The Bank is committed to ensuring it is truly Governance accounting policies, financial governance and recommended to the Board that,
representative of all sections of society and & control framework, and financial taken as a whole, it was considered to be
our customers, and for all colleagues to Following a review of the Bank’s reporting functions. fair, balanced and understandable. The
feel respected and able to give their best. governance operating model, the The Committee reviews the effectiveness approach and results of the assessment are
The Bank opposes and avoids all forms of Committee have recommended to Board of the Bank’s internal controls, approves the set out in the Directors’ report on page 56.
discrimination and is actively working to get changes to the Governance model that will internal audit programme, and examines • Whether the Bank has made appropriate
wider diversity within both the Bank and be implemented in 2023. internal and external audit reports. The accounting estimates and judgements.
Financial Services as a whole. The Directors’ These changes are aimed at enhancing Committee receives and considers the The Committee has assessed the basis
report, on page 56, provides further the governance at the Bank by moving recommendations of the internal and for, and appropriateness of, estimates and
detail on the Bank’s approach to diversity to fewer, more focussed Board meetings external audit function and ensures, via judgements proposed by management in
and inclusion.
with a bi-annual strategic review. Further, management, that recommendations are the financial statements related to going
The Board promotes the Bank’s signatory the recommendations also suggest implemented where necessary. Annually, concern, effective interest rate, IFRS 9,
to the Women in Finance Charter; we empowering senior management to allow the Committee receives a conclusion as to and intangible & tangible assets. After
are proud to have achieve our target greater accountability at the appropriate the governance, risk, and control framework challenge, the Committee supported
of 30% of Board positions being held management level at the Bank. from the Bank’s internal auditors. management’s proposals.