Board composition, committee membership, quorum, attendance and the escalation route applicable to each category of unresolved matter. The Board met eight times in the period; the seven published escalation routes carry final determination to a single position.
The Board comprises nine directors, four executive and five non-executive. Non-executive directors are 5 of 9, being 55.6 per cent of the Board.
The executive directors are the Group Chief Executive, the Group Chief Financial Officer, the Group General Counsel and the Group Chief Risk Officer. The non-executive directors are the Chair of the Board, the Senior Independent Director, two Independent Non-Executive Directors and one director nominated by the holder of record.
Three directors are classified as independent under the group’s definition: the Senior Independent Director and the two Independent Non-Executive Directors, being 3 of 9, or 33.3 per cent. The Chair of the Board and the nominee director are nominated by Everything Group, the holder of record, being 2 of 9, or 22.2 per cent.
Average tenure on the Board is 9.4 years and the longest tenure is 21 years. The group’s policy provides that independence is assessed afresh where tenure exceeds nine years. Four directors exceed nine years, being 44.4 per cent of the Board. Of the three directors classified as independent, three exceed nine years, being 100.0 per cent of them. The assessment is performed by the Nomination Committee.
Each committee operates under written terms of reference approved by the Board, with an appointed chair, an appointed secretary and a defined route for matters it does not resolve.
| Committee | Chair | Members | Standing attendee | Secretary | Unresolved matters referred to |
|---|---|---|---|---|---|
| Audit | Senior Independent Director | Independent NED A, Independent NED B | Group CFO, group auditor | Group General Counsel | Chair of the Board |
| Risk | Independent NED A | Senior Independent Director, Independent NED B | Group Chief Risk Officer | Group General Counsel | Chair of the Board |
| Remuneration | Independent NED B | Chair of the Board, Senior Independent Director | Group Chief Executive | Group General Counsel | Chair of the Board |
| Ethics and Conduct | Chair of the Board | Senior Independent Director, Independent NED A, Independent NED B | Speak Up line operator | Group General Counsel | Chair of the Board |
| Disclosure | Group General Counsel | Group Chief Executive, Group CFO | None | Group General Counsel | Chair of the Board |
| Nomination | Chair of the Board | Senior Independent Director, nominee of the holder of record | None | Group General Counsel | Chair of the Board |
The six committees hold 19 seats. The three directors classified as independent hold 12 of them, being 63.2 per cent. The Group General Counsel is secretary to all six committees and chairs one of them.
Quorum is stated as a number of members and as that number divided by the committee’s membership.
| Body | Members | Quorum | Quorum share | Scheduled | Held | Time in session |
|---|---|---|---|---|---|---|
| Board | 9 | 5 | 55.6 per cent | 8 | 8 | 25 h 20 m |
| Audit Committee | 3 | 2 | 66.7 per cent | 6 | 6 | 10 h 00 m |
| Risk Committee | 3 | 2 | 66.7 per cent | 4 | 4 | 4 h 20 m |
| Remuneration Committee | 3 | 2 | 66.7 per cent | 3 | 5 | 14 h 35 m |
| Ethics and Conduct Committee | 4 | 2 | 50.0 per cent | 2 | 1 | 0 h 35 m |
| Disclosure Committee | 3 | 2 | 66.7 per cent | As required | 31 | 10 h 20 m |
| Nomination Committee | 3 | 2 | 66.7 per cent | 2 | 2 | 1 h 30 m |
| Total | 57 | 66 h 40 m |
Total time in session was 4,000 minutes. The Remuneration Committee accounted for 875 minutes, being 21.9 per cent, and the Ethics and Conduct Committee for 35 minutes, being 0.9 per cent, a ratio of 25.0 to 1.
Attendance was 100.0 per cent at every body. Of the two meetings scheduled for the Ethics and Conduct Committee, one was convened and was quorate; the second was not convened, no business having arisen.
The group maintains a defined route for each category of matter that a division does not resolve. Routes are published and each terminates in a named position rather than a committee, so that determination is not deferred for want of an addressee.
| Matter | Raised by | First recipient | Reviewed independently by | Final determination |
|---|---|---|---|---|
| Employee concern | Any employee | Speak Up line, operated by Division 14 | Ethics and Conduct Committee | Chair of the Board |
| Customer complaint, escalated | Customer | Divisional complaints function | Group Complaints Adjudicator, Division 12 | Chair of the Board |
| Audit finding, unresolved | Group auditor, Division 01 | Audit Committee | Group General Counsel | Chair of the Board |
| Regulatory enquiry | Regulator | Group General Counsel | Disclosure Committee | Chair of the Board |
| Supplier dispute | Supplier | Divisional procurement | Group General Counsel | Chair of the Board |
| Conduct of a director | Any director | Senior Independent Director | Nomination Committee | Chair of the Board |
| Conduct of the Chair | Any party | Senior Independent Director | Ethics and Conduct Committee | Chair of the Board |
Seven escalation routes are published and final determination in each rests with the Chair of the Board. The Board is not aware of a category of matter for which no route exists.
The group applies a written definition of independence. A director is independent where the director is not an employee of a group entity, has no material commercial relationship with a group entity, and receives no remuneration from a group entity other than directors’ fees. Tenure is a factor to be considered and is not disqualifying.
Four functions are performed outside divisional management, so that no division reviews its own work.
Each appointment was recommended by the Audit Committee or the Nomination Committee, minuted by the Group General Counsel and approved by the Board. Each recommendation was unanimous, and in each case one candidate was considered.
Directors’ remuneration is determined by the Remuneration Committee, chaired by an Independent Non-Executive Director, whose members include the Chair of the Board, whose remuneration the committee determines. Remuneration is benchmarked against a comparator group selected by the committee. The comparator group is not published.
The framework set out above is documented in the terms of reference of each body, minuted by the Group General Counsel and reviewed annually by the Board.