UK Bank Boards Analysis, as of January 2021 Welcome to the eleventh, bi-annual Ridgeway Partners UK Bank Boards Analysis, as of January 2021. We list all non executive and executive board members, including their board roles, business backgrounds, nationality, gender and tenure. We have also included selected analytics on the 354 directors across the 36 banks. We have divided the sector into the following groups: Table 1a Largest UK Bank/Mutual Boards Table 1b Ring-Fenced and Non-Ring-Fenced UK Bank Boards Table 2 Mid-sized Listed UK Bank Boards Table 3 Subsidiary/Private Equity/Hedge Fund backed UK Bank Boards Table 4 Larger UK Building Societies and Leading Irish Bank Boards Table 5 ‘Neobank’/Fintech UK Bank Boards For this edition, we have added selected company and Chief Executive Officer highlights and analytics at the back of the document. UK Bank Boards Analysis as of January 2021 www.ridgewaypartners.com1 HEADLINES OVER THE LAST SIX MONTHS Context and macro themes • UK bank boards have continued to face an unpredictable period over the last six months with the ongoing developments of the COVID pandemic, uncertainties over Brexit, and broader economic and societal challenges. Banking margins and valuations continue to be under pressure, with government and regulatory policy having an impact. • Board evolution, succession and recruitment have continued across financial services and banking, although at a slower pace overall than earlier in 2020, as boards focused on the immediate challenges and more stability. • The banking sector in general, and bank boards themselves, have achieved a great deal over the last year: transferring to virtual working within weeks; supporting customers and large-scale government initiatives, and demonstrating commendable flexibility and resilience. • Bank boards have had to plan material IFRS9 reserves, and significant uncertainty remains as to the timing and reality of how this will play out post lockdown, regarding future employment and loan repayment outcomes. • The COVID pandemic has added additional dimensions and focus to the agenda, with bank boards addressing: – key themes around virtual employee engagement, colleague well-being and mental health, and complex issues of inclusion, flexible working models and the impact on productivity. – in some cases, fundamental challenges to their sectors and business survival or continuity, whilst others have been addressing the potential reputational issues of appearing to “benefit” from the crisis. – the demanding and changing geopolitical context, engaging with topics such as climate change, social and income inequality, and racial and gender diversity. – the broadening scope and complexity of risks including technology, digital, data, cyber and financial crime responses, as well as ESG priorities. Impacts on board activities • With lockdowns and restrictions, boards and candidates have adapted to make appointments and accept offers without any in-person meetings, with many joining boards and undergoing induction with no face to face contact to date. • On remuneration, responding to economic realities, several banks have stated they will reduce, remove or redeploy bonuses for 2020. Many non executives have taken pay-cuts for a defined period. However, given the increasing time and complexity demands on board members, the trend on board remuneration is overall upwards, particularly for SMR committee chairs. • Whilst boards have found benefits during this online period via flexibility, time and travel efficiencies, and the overall “democratisation” of board and executive interaction, there remains a view that a return to a combination of face to face meetings and online will be desirable. Developments across board succession and talent priorities • Boards have continued to address diversity proactively in its widest sense and are becoming more interested in all aspects, including cognitive, business and socio-economic background. This includes: – diversity across sector, business context and geography, with those with transformation and M&A experience in demand. – the broader dimensions of age/generational (“reverse mentoring”) perspectives, education and social background/social mobility. – ongoing significant demand for greater female representation in the boardroom, for chair and committee chair roles, and specifically for executive general management talent. – a significantly increased prioritisation to encourage and ensure greater Black and Minority Ethnicity representation across the UK banking sector, leading to significant demand. Ridgeway is very active across this area, working with boards managing complex themes such as ethnic diversity reporting (GDPR rules and the requirement for self identification), and encouraging boards to be flexible in their role descriptions. • Boards are focused on evidencing greater commitment to overall purpose and society, and integrating sustainability and ESG into their plans, operations and culture. This includes: – appointing a board representative for climate change, as well as new reporting demands as to how companies are, for example,meet- ing their s172 obligations to all stakeholders. – having dedicated responsible banking/ESG sub committees at board level and/or a dedicated ESG executive committee. – increasingly appointing designated NEDs with responsibility for employee relations and representation. • The demand for those who can evidence experience of “next generation financial services” thinking (digital/data/fintech) and continu- ously transforming business models is significant: – boards are seeking deeper experience of technology-driven organisational change, operational resilience, agile working, data analytics, cyber and cloud-based systems. • Given the enhanced use of online communication and work flexibility, there is a greater appetite to consider talent that is “best in class internationally”, and less constrained by local geography. • In response to the above, Ridgeway are working with several boards focusing on proactive succession/diversity planning at Board and Exco level, which is regularly updated. 2 UK Bank Boards Analysis as of January 2021 These tables summarise the composition of UK Bank Boards. The analysis is based on 354 directors of 36 banks, as of January 2021.* *The Ring-Fenced and Non-Ring-Fenced bank board members on Table 1b are not included in the analytics due to the overlap of board members with the group boards. 8 50 7 6 40 5 30 4 3 20 2 Number of banks 10 1 0 of female directors Percentage 0 6 7 8 9 10 11 12 13 14 CEO CFO EXEC CHAIR NED Number of directors Role BOARD SIZE GENDER – BY ROLE • The average board size is 9.8 directors, ranging from 6 for Zopa to 14 for • 41% of non executive directors are female, slightly higher than our last HSBC, Santander and Standard Chartered. report. • The average size is down slightly from the last report (10.2 in July 2020) • In total 11% of the bank executive directors are female (11% of CEOs, 13% of CFOs and 8% of other EDs). 10 % 100 8 80 60 6 40 4 20 Number of banks 2 0 0 Risk - Male SID - Male 1 2 3 4 5 Chair - Male Audit - Male SID - Female Chair - Female Audit - Female Risk - Female Number of female directors Remuneration - Male GENDER – DIRECTORS Remuneration - Female • 31% of directors are female. This is slightly below the Hampton-Alexander GENDER – COMMITTEE CHAIRS target of 33% representation set for the end of 2020. To reach the target of • The role with the highest proportion of females is remuneration chair (61%) 33% would require a net increase of just six female directors. followed by SIDs (33%). This compares to 31% of chairs of audit, 19% chairs of risk and 9% of chairs. • Two thirds of banks (24) have at least three female directors. • All these percentages are higher since our last report, except for chairs which remained the same. 5 British 4 Irish American 3 Spanish 2 South African Number of Chairs 1 Swedish 0 French Less 1 2 3 4 5 6 7 8 9 10 than 1 New Zealander Total years on board TOP 8 NATIONALITIES CHAIR TENURE • 70% of directors are British, 30% other nationalities. 8% are American • The average (mean) year of appointment was 2016. (29), 17% other European nationalities (the top nationalities being Irish 39, • The chair has been on the board on average (mean) for 3 years. This Spanish 9 and Swedish 4), 5% other nationalities (the top other nationalities includes time they were a NED or Chair Elect. being South African 5 and New Zealander 3). • This is down from a mean of 5 years since our last report, reflecting several new chair appointments. UK Bank Boards Analysis as of January 2021 3 Table Largest UK Bank/Mutual Boards Analysis as of January 2021 1a Key: NAME Year of joining board Nationality Business background Red highlights female NIGEL HIGGINS 2019 MARK TUCKER 2017 ROBIN BUDENBERG CBE DAVID ROBERTS CBE 2015 SIR HOWARD DAVIES 2015 WILLIAM VEREKER 2020 JOSÉ VIÑALS 2016 2020 CHAIR Investment Banking Insurance Retail/Wholesale Regulator Investment Banking Economist/Central Investment Banking/ Banking Banking/IMF Government ACA DR BRIAN GILVARY 2020* DAVID NISH 2016 (SID & ALAN DICKINSON 2014 KEVIN PARRY OBE 2016 MARK SELIGMAN 2017 CHRIS JONES 2015 NAGUIB KHERAJ 2014 (SID) (AUDIT CHAIR) (SID & DEPUTY CHAIR) (SID & AUDIT CHAIR) (SID) (AUDIT CHAIR) (DEPUTY CHAIR & NED Finance/Oil and Gas Insurance/ Retail/Wholesale Finance Investment Banking Audit (FCA) RISK CHAIR) Investment (ICAS) Banking Retail and Wholesale Banking/Finance MIKE ASHLEY 2013 JACKSON TAI 2016 SARAH LEGG 2019 TIM TOOKEY