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Corporate Governance Risk Management Financial Statements Appendices 39 Strategic report Corporate governance Risk management Financial statements Appendices Corporate governance Chairman’s introduction 40 Board of Directors 42 Executive Committee 44 Corporate governance structure 45 The Board - roles and processes 46 Relations with shareholders 58 Corporate Governance and Nomination Committee Report 60 Audit Committee Report 62 Risk Committee Report 70 Remuneration Report 74 Directors' Report 100 40 Aldermore Group PLC Annual Report and Accounts 2016 Corporate governance Chairman’s introduction 2016 has been a year of consolidation and evolution as we have strived to build on a strong governance framework that we established in preparation for our listing.” Danuta Gray, Interim Chairman UK Corporate Governance Code 2014 (“the Code”) – statement of compliance The Board is committed to the highest standards of corporate governance and confirms that, during the year under review, the Group has complied with the requirements of the Code, which sets out principles relating to the good governance of companies. Following the resignation of Glyn Jones as Chairman with effect from 6 February 2017, and the subsequent appointment of Danuta Gray as Interim Chairman, Danuta Gray is currently not discharging her role as Senior Independent Director. These responsibilities will be resumed on appointment of a new Chairman. The Code is available at www.frc.org.uk This corporate governance report describes how the Board has applied the principles of the Code and provides a clear and comprehensive description of the Group’s governance arrangements. 41 Strategic report Corporate governance Risk management Financial statements Appendices Dear Shareholder Director in October 2016 subsequent brand. During the year, the Executive As your Interim Chairman, I am to him resigning from AnaCap. Committee initiated a new programme delighted to introduce our corporate Peter Cartwright also resigned in April of ‘Big Conversation’ discussions with governance report for the year ended 2016 as a shareholder-representative our employees regarding the kind of 31 December 2016. Director due to time commitments. company they want Aldermore to be. We would like to extend our gratitude A dashboard of cultural metrics has Firstly, as I highlighted in my statement to both of them for their significant also been developed, and the Board will on page 7, on behalf of the Board I contribution during their respective continue to receive regular updates on would like to offer our sincere thanks tenures. The Principal Shareholders these initiatives as they progress. to Glyn Jones who decided to step retain the right to a second seat on The Board strongly supports the down from the Board on 6 February the Board but currently have one principle of diversity, of which gender 2017 to enable him to focus on his representative only. new role as Chairman of Old Mutual is one important aspect, and we were Wealth. Since joining the Group in Following the IPO, 2016 has been a therefore delighted to support the March 2014, Glyn chaired the Board year of consolidation and evolution Group signing up to the Women in through a significant period of growth as we have strived to build on the Finance Charter to promote wider and change for the Company as it strong governance framework that female representation in senior successfully completed its IPO in we established in preparation for our management roles in finance. The Board March 2015. Prior to the Company’s listing. The following pages describe has committed to a target of 30% for listing, Glyn played a pivotal role in how we comply with the main principles our female senior managers by 2020, setting the foundations for our current of the Code, how the Board operates, and to maintaining our gender split at governance framework, which has and the key areas of focus for both the around 50/50. In respect of possible provided a robust environment for Board and its Committees during the targets at Board level, we have not the Group to deliver on its strategic year. Whilst it is difficult to narrow down established a measurable target for and financial objectives within its our activities across the year to a few gender representation but remain risk appetite. He has left a strong, highlights, the strengthening of our Risk committed to increasing all aspects experienced and dedicated Board of Management Framework overseen by of diversity. As set out in our Board Directors to lead the Group through the Risk Committee; the broadening of Diversity Policy, Director appointments the next stage of its development, the financial performance measures are subject to a formal, rigorous and and we remain committed to building within the balanced scorecard for transparent procedure and are made on on these foundations. An external the annual bonus scheme, such that merit against a defined job specification agency has been appointed to help they are more aligned to our KPIs; and and criteria. We will continue to monitor with the process of selecting Glyn’s the comprehensive tender process whether it is appropriate to set a successor which is being managed for the external auditor led by the Board target in the future taking into through the Corporate Governance Audit Committee, are all examples of account developments arising from and Nomination Committee in line areas where our Committees have the Hampton – Alexander Review and with our agreed Chairman Succession supported the Board in developing our seeking the views of the new Chairman Framework. We are making good governance arrangements. when appointed. progress with the search and look The Board recognises that one of forward to announcing a replacement in the keys to the Group’s long-term due course. Further information about success is the development of a healthy the search process is set out in the corporate culture. As we continue to Corporate Governance and Nomination execute on our strategy, the Group’s Committee Report on page 60. size and complexity will continue to In terms of other Board changes, we increase, and the Board is cognisant welcomed Chris Patrick as a Non- that the Group’s culture has to evolve Danuta Gray, Executive Director in November 2016 alongside this. Culture starts at the Interim Chairman when he replaced Neil Cochrane as top, and the Board and the Executive the representative of our Principal Committee together have to drive the Shareholders. Neil stepped down as a values and behaviours that support our 42 Aldermore Group PLC Annual Report and Accounts 2016 Corporate governance Board of Directors Chairman Executive Directors Danuta Gray Phillip Monks OBE James Mack Interim Chairman Chief Executive Officer Chief Financial Officer Appointed: Appointed: Appointed: September 2014 May 2009 September 20131 Board Committee membership: C* R Relevant skills, strengths and experience: Relevant skills, strengths and experience: Relevant skills, strengths and experience: Danuta brings significant leadership experience Phillip is the founding CEO of Aldermore and has James brings significant financial experience to the Board, having spent nine years as a long-standing track record in championing to the Board, having spent six years at Skipton CEO of Telefónica O2 in Ireland. Her career in small and medium-sized businesses and British Building Society in capital markets, finance and telecommunications spans 26 years, during which economic growth. His banking career spans more audit, where he was instrumental in leading time she held numerous senior roles at BT Group than three decades, which includes establishing the merger with Scarborough Building Society. PLC, gaining experience in marketing, customer and serving as CEO of Europe Arab Bank PLC and James began his career with KPMG LLP where he service, communications, technology and sales, over 20 years at Barclays PLC where he held a spent 11 years in the firm’s financial services audit and leading and implementing change. She has also variety of senior corporate and private banking practice and he has also been Acting CFO of the served as a Non-Executive Director of Irish Life & roles, including CEO of Gerrard Investment Co-operative Banking Group Limited. Permanent PLC and Aer Lingus Group PLC. Management Limited, Managing Director of Principal external appointments: Barclays Corporate Banking in London, the Principal external appointments: • None Midlands and South East, and Head of Barclays • Non-Executive Director of Direct Line Private Bank in Geneva. In June 2016, Phillip was Insurance Group PLC awarded an OBE for his services to banking. 1 Appointed as a Director of Aldermore Bank PLC • Non-Executive Director and Chairman of the Principal external appointments: in June 2013. Remuneration Committee of Old Mutual PLC • Member of the FCA Smaller Business • Non-Executive Director and Chairman of the Practitioner Panel Remuneration Committee of PageGroup PLC • Member of the Defence Board of the Ministry of Defence Non-Executive Directors John Hitchins Chris Patrick Robert Sharpe Independent Non-Executive Director Independent Non-Executive Director Non-Executive Director Appointed: Appointed: Appointed: May 2014 November 2016 June 2015 Board Committee membership: Board Committee membership: Board Committee membership: A* R C R A R Relevant skills, strengths and experience: Relevant skills, strengths and experience: Relevant skills, strengths and experience: John has extensive financial and audit experience Chris brings over 25 years of financial services Robert has over 35 years’ experience
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