Direction Governance

To: Clydesdale Bank Plc (FRN 121873) of 30 St Vincent Place, Glasgow, Strathclyde, G1 2HL (the “firm”)

Ref: 5474895

Date: 20 December 2019

PRA Rulebook Version as in force at the date this direction takes effect

Power 1. This direction is given by the PRA under section 138A of FSMA.

Duration 2. (1) This direction takes effect on 20 December 2019.

(2) This direction ends on 1 January 2021.

Rules Modified

3. Following the firm’s application, the PRA directs that the rules listed below apply to the firm with the modifications shown below. New text is shown underlined and deleted text is struck through.

Rule Modification Ring-fenced Bodies Application non-ring-fenced undertakings and means the undertakings listed below: definitions, 1.2 Virgin Money UK PLC CYB Investments Limited Northern Rock Limited The Virgin Money Foundation Yorkshire and Clydesdale Bank Pension Trustee Limited YCBPS Property Nominee Company Limited YCB DC Trustee Limited Application ring-fenced affiliate and means: definitions, 1.2 (1) in relation to a ring-fenced body, the other ring-fenced undertakings and any member of the sub-consolidation group of which the ring-fenced body is a member, other than the ring-fenced body itself; and (2) in relation to a relevant person, the other ring-fenced undertakings and any member of the sub-consolidation group of which the relevant person is a member, other than the relevant person itself. Board A ring-fenced body must ensure that the person performing the Chair of the Governing Composition Body function: and (1) is an independent non-executive director; and Membership, (2) does not chair the governing body of any other member of the ring-fenced

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Rule Modification 4.3 body’s group, other than a ring-fenced affiliate or Virgin Money UK PLC. Board A ring-fenced body must ensure that no more than one-third of the members of its Composition governing body are employees or directors of any other member of the ring-fenced and body’s group, other than of a ring-fenced affiliate or Virgin Money UK PLC. Membership, 4.4 Risk A ring-fenced body must ensure that the person performing the Chair of Risk Committee Management, function does not chair any committee whose functions include oversight of the risk 5.2 function of any other member of the ring-fenced body’s group, other than a ring-fenced affiliate or Virgin Money UK PLC. Risk A ring-fenced body must ensure that a person performing the Chief Risk function for the Management, ring-fenced body is not also a person performing the Chief Risk function or function 5.4 equivalent to the Chief Risk function (howsoever designated) for any other member of the ring-fenced body’s group or for the group, other than for a ring-fenced affiliate, for a non-ring-fenced undertaking or for the sub-consolidation group. Internal Audit A ring-fenced body must ensure that the person performing the Chair of Audit Committee Policy, 6.2 function does not chair any committee whose functions include oversight of the audit function of any other member of the ring-fenced body’s group, other than a ring- fenced affiliate or Virgin Money UK PLC. Internal Audit A ring-fenced body must ensure that a person performing the Head of Internal Audit Policy, 6.4 function for the ring-fenced body: (1) is not also a person performing the Head of Internal Audit function or function equivalent to the Head of Internal Audit function (howsoever designated) for any other member of the ring-fenced body’s group or for the group, other than for a ring-fenced affiliate, for a non-ring-fenced undertaking or for the sub-consolidation group; and (2) is able to have direct access to the management body of the ring-fenced body where he or she considers it necessary. Human A ring-fenced body must ensure that the chairperson of its nomination committee does Resources not chair any committee whose functions include nomination for any other member of Policy, 7.2 the ring-fenced body’s group, other than a ring-fenced affiliate or Virgin Money UK PLC. Remuneration A ring-fenced body must ensure that the person performing the Chair of Remuneration Policy, 8.3 Committee function does not chair any committee whose functions include remuneration for any other member of the ring-fenced body’s group, other than for a ring-fenced affiliate or Virgin Money UK PLC.

Interpretation 4. Interpretative provisions (including definitions in the Glossary) of the PRA Rulebook apply to this direction.

Consultation 5. This direction has been given in consultation with the FCA.

This direction will be published on the Financial Services Register.

Nicki Harrison Senior Manager, UK Deposit Takers Supervision Prudential Regulation Authority