Corporate Governance Report Continued
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Governance Corporate governance report Strategic report Strategic Introduction This aim of this Corporate governance report is to provide shareholders with a clear view of the Group’s corporate governance approach. The Group is committed to the highest standards of corporate governance. The corporate governance of the Group has evolved during the year in order to strengthen further the robust framework by which the Group is governed. This report represents the position as at 2014 year-end unless stated otherwise. The following sections provide details of the role and composition of the Board, its Committees and other key individuals and committees. Aldermore Bank PLC is owned 100 per cent by Aldermore Group PLC. During the year, changes were made to conform the respective Boards so that the same Directors served on both Boards. This Corporate governance report includes the following sections: 1. Overview of the Corporate Governance Structure 46 Governance 2. The Board 47 a. Board composition b. Roles and responsibilities of the Board c. Role of the Chairman d. The role of the Senior Independent Director e. Changes to the Board f. Director’s induction and ongoing professional development g. Directors’ conflicts of interest 3. Board Committees 49 a. Composition of Board Committees b. Audit Committee c. Risk Committee d. Remuneration Committee e. Nomination Committee 4. Executive Team 51 a. Details of the Executive Team b. The role of the Chief Executive Officer and Executive Committees statementsFinancial c. Executive Committees 5. Company Secretary 51 45 Aldermore Group PLC Annual report and accounts 2014 Governance Corporate governance report continued 1. Overview of the Corporate Governance Structure as at 1 January 2015 Aldermore Group PLC Corporate Governance Framework Aldermore Group PLC Aldermore Bank PLC Board Committees Audit Risk Remuneration Nomination Committee Committee Committee Committee CEO Executive Committees ExCo ExCo Risk (CEO) (CRO) Treasury Asset and Business Strategy Management Liability Risk Board Committee Committee Committee IT and Management 3 Divisional Product Transformation Credit Boards* Committee Board Committee Performance oversight Risk oversight * Divisional Boards comprise of: Mortgages Board, Commercial Finance Board (Asset Finance and Invoice Finance) and Savings Board 46 Strategic report Strategic 2. The Board a. Board composition as at 31 December 2014 The Board Non-Executive Directors: Glyn Jones (Chairman) John Hitchins (Independent Non-Executive Director) Peter Cartwright (Non-Executive Director) Christopher Stamper (Independent Non-Executive Director) Neil Cochrane (Non-Executive Director) Cathy Turner (Independent Non-Executive Director) Danuta Gray (Senior Independent Director) Peter Shaw (Independent Non-Executive Director) John Callender26 (Independent Non-Executive Director) Executive Directors: Phillip Monks (Chief Executive Officer) James Mack (Chief Financial Officer) As at 31 December 2014 the Board consisted of nine Non-Executive Directors (including the Chairman) and two Executive Directors. During 2014 there were a number of changes to the composition of the Board as detailed on page 48. The Board regards all of the Non-Executive Directors, other than Peter Cartwright and Neil Cochrane (appointed as shareholder Governance Directors by the Group’s principal shareholders, AnaCap Financial Partners and AnaCap Financial Partners II (‘AnaCap’)) and Glyn Jones (as Chairman), as ‘independent Non-Executive Directors’ (within the meaning of the UK Corporate Governance Code) and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. The Board regarded Glyn Jones as independent upon his appointment as Chairman (within the meaning of the UK Corporate Governance Code). The Board currently includes two female members, 18 per cent of its total composition. b. Roles and responsibilities of the Board The Board is collectively responsible to the shareholders and its other stakeholders for the long term success of the Group. The Board is committed to implementing and maintaining a well-defined and well-structured corporate governance framework to achieve long term sustainable success. The Board has responsibility for determining the business strategy and related risk appetite of the Group and to monitor performance against the plan, objectives and performance indicators for each area. The Board also has responsibility to maintain a system of internal controls, which provide assurance of effective and efficient operations, internal financial controls and compliance with all applicable laws and regulations. Additionally, the Board is responsible for ensuring that the executive maintain an effective risk management and oversight process across the Group to enable delivery of the strategy and business performance within the approved risk appetite and risk control framework. Fundamentally, the Board is the main decision making forum for the Group. Therefore, all matters of significance because of their strategic, risk, financial, key person, regulatory or reputation implications or consequences are addressed by the Board. However, certain matters are reserved for the Group’s principal shareholders, AnaCap, and the Board actively engages AnaCap on all such matters through the shareholder Directors. In addition, the Board sets annual objectives for each year in addition to setting the Group’s strategic direction. These are implemented through approval and regular assessment of the business plan and strategy process. At each Board meeting the Directors discuss strategic and business matters, financial, operational, risk and governance issues and other relevant business items that arise. Following Board Committee meetings the Board receives oral reports from the Chairs of each Committee at statementsFinancial the next Board meeting. 26 John Callender resigned with effect from 27 February 2015. 47 Aldermore Group PLC Annual report and accounts 2014 Governance Corporate governance report continued 2. The Board continued c. Role of the Chairman Glyn Jones was appointed as Chairman in March 2014. As Chairman, Glyn’s primary objective is the governance of the Board. He leads the Board and is primarily responsible for setting the Board’s agenda and ensuring that adequate time is available for discussion of all key agenda items, in particular strategic issues. The Chairman promotes a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between Executive and Non-Executive Directors. He also ensures Directors receive accurate, timely and clear information and that there is effective communication with shareholders. The Chairman is not responsible for the running of the day-to-day business of the Group, such duty being delegated to the Chief Executive Officer by the Board. Details of Glyn’s other business commitments are included in his biography and the Board is satisfied that these commitments do not interfere with the performance of his duties for the Group. There is a clear division of responsibilities between the Chairman and the Chief Executive Officer. Prior to Glyn’s appointment, John Callender acted as Interim Chairman. d. The role of the Senior Independent Director Danuta Gray joined the Board as the Senior Independent Director in September 2014. The Senior Independent Director is available to shareholders if they have concerns that the normal channels of communication to shareholders via the Chairman, Chief Executive Officer or other Executive Directors have failed to resolve any issues, or for which such channels of communication are inappropriate. The Senior Independent Director will meet with the other Non-Executive Directors without the Chairman present once a year and on other occasions, as appropriate, to appraise the Chairman’s performance. Details of Danuta’s other business commitments are included in her biography on page 52 and the Board is satisfied that these commitments do not interfere with the performance of her duties for the Group. e. Changes to the Board27 Name Position Relevant Date Appointed to the Board on 06/02/2014 David Soskin Non-Executive Director Resigned from the Board on 02/06/2014 Christopher Stamper Non-Executive Director Appointed to the Board on 06/02/2014 Glyn Jones Non-Executive Director Appointed to the Board on 21/03/2014 Cathy Turner Non-Executive Director Appointed to the Board on 28/05/2014 John Hitchins Non-Executive Director Appointed to the Board on 28/05/2014 Peter Shaw Non-Executive Director Appointed to the Board on 04/09/2014 Neil Cochrane Non-Executive Director Appointed to the Board on 04/09/2014 Danuta Gray Non-Executive Director Appointed to the Board on 29/09/2014 Steve Barry Executive Director Resigned from the Board on 21/09/2014 Paul Myers Executive Director Resigned from the Board on 21/09/2014 Mark Stephens Executive Director Resigned from the Board on 21/09/2014 27 The Executive Directors above who resigned from the Board on 21 September 2014 did so in order to ensure the Group could meet UK Corporate Governance Code requirements for the Board to have a majority of independent Non-Executive Directors; all three executives continue to work for the Group in their executive roles. 48 Strategic report Strategic f. Directors’ induction and ongoing professional development All Directors receive a comprehensive tailored induction programme. The induction programme includes an introduction