Page 56 - CCB_Annual Report_2022

56 Corporate Governance Statement
Risk & Compliance
Committee report
Membership and operation of the Committee
The Risk & Compliance Committee is chaired
by Nick Treble, and its members include
the Chair, Patrick Newberry, Christiane
Wuillamie, Tim Harvey-Samuel (Shareholder
Representatives), and the Chair of the Audit
Committee Mike Peck. Committee meetings
are attended by members of the Executive
committee including the Chief Executive
Officer, the Chief Risk Officer, the Chief
Financial Officer and the Chief Development
Officer. The Company Secretary, or an
appropriate delegate, acts as the secretary to
the committee.
Risk & Compliance Committee
responsibilities and activity in 2022
During the year, the Committee completed
its regular business relating to risk receiving
the Chief Risk Officer’s reports, reviewing
the Bank’s risk metrics, its Internal Liquidity
Adequacy Assessment Process and Internal
Capital Adequacy Assessment Process, setting
the Bank’s credit protocols and lending
policies and approving the Funding Plan.
Part of the work for the year has also been
in improving the Bank’s approach to cyber
risk. As part of the review and challenge of
the Chief Risk Office’s report the Committee
assessed and challenged the potential impacts
of the uncertain economic environment, the
war in Ukraine as well as high rates of inflation
and energy cost increases.
The Committee is also responsible for the
Bank’s compliance, including oversight
of the Bank’s compliance monitoring and
financial crime programmes. The Committee
completed its annual review of the Bank’s
whistleblowing report.
The Bank’s Important Business Services
are overseen by the Risk & Compliance
committee and the work during the year has
included reviewing its approach to identifying
important business services, setting the
appropriate impact tolerances and concluding
its self-assessment.
Finally, the Committee considered the role of
second line in regulatory reporting and the
output of initial work in this regard.
Our proven
business model
enables us to face
the challenging
economic
environment
from a position
of strength
Directors’ report
Introduction
The Directors of Cambridge & Counties
Bank Limited present their report and
audited financial statements for the year
ended 31 December 2022, in accordance
with section 415 of the Companies
Act 2006.
The following information is incorporated
into this Directors’ Report:
• The information in the Section 172
statement on page 14 on employee
engagement and fostering business
relationships with customers, suppliers,
and others;
• The internal control and financial risk
management systems described in
‘how the business is managed’ section of
the corporate governance statement on
pages 42 – 73; and
• The diversity and inclusion section
of the Nominations and Governance
Committee report on pages 51 – 52.
Results and dividends
The statement of comprehensive income
and statement of financial position for the
Bank can be found on pages 84 & 85. The
Directors do not propose to pay a dividend
in respect of ordinary shares for the year
ended 31 December 2022 (2021: Nil).
57
Power of Directors
The Directors are responsible for managing
the business of the Bank and may exercise
all the powers of the Bank so long as the
Articles or applicable legislation do not
stipulate that any such powers must be
exercised by the shareholders.
Directors’ indemnities
Each of the Directors has the benefit of
a deed of indemnity which constitutes a
‘qualifying third party indemnity provision’.
This indemnification for Directors
provided by the Bank has been arranged
in accordance with the Articles and the
Companies Act 2006. The indemnities
remain in force at the date of signing
these financial statements and are
Directors available for inspection at the Company’s
The Directors of the company who were registered office.
in office during the year, or from the date
of their appointment, and up to the date of Directors’ emoluments waiver
signing the financial statements were: Richard Perry, whilst the Shareholder
representative for Cambridgeshire County
Simon Moore 1 Chair & Independent Council as Administering Authority of the
Non-Executive Director Cambridgeshire Local Government Pension
Fund, did not receive a fee for his services
2
Patrick Newberry Chair & Independent as a Non-Executive Director. These fees
Non-Executive Director were payable and distributed directly to
Caroline Fawcett Senior Independent the Pension Fund and Cambridgeshire
Non-Executive Director County Council.
Mike Peck 3 Independent Non-Executive Director Governance arrangements
Nick Treble Independent Non-Executive Director
The Board has chosen to voluntarily
Tim Harvey-Samuel Non-Executive Director adopt the principles of the UK Corporate
Richard Perry 4 Non-Executive Director Governance Code (Code) to the extent
that they are applicable or considered
Christiane Wuillamie 5 Non-Executive Director appropriate for the Bank. Details of the
aspects of the Code not applicable or
Donald Kerr Chief Executive Officer considered appropriate for the Bank,
Andrea Hodgson Chief Financial Officer together with the areas where the Bank has
deviated from the recommendations of the
Mike Hudson Chief Risk Officer
Code and the rationale for this, are set out
Simon Lindley 6 Chief Development Officer within how the business is managed in the
1 Retired 30 September 2022 Bank’s Corporate Governance statement
2 Appointed as Chair with effect from Simon Moore’s retirement on pages 42 – 73.
3 Appointed 27 October 2022
4 Resigned 31 March 2022
5 Appointed 24 March 2022 and resigned 31 December 2022 Share capital
6 Retired on 31 January 2023 Details on the Bank’s shareholders and
share capital at 31 December 2022
are provided in Notes 25 and 33 to the
financial statements.
The biographies of the Bank’s Directors are available at
www.ccbank.co.uk/about‑us/our‑directors