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Governance

Role and Responsibilities of the Board


The Board has collective responsibility for the long term success of the Bank. Its role is to provide leadership of the Bank within a framework of prudent and effective controls which enables risk to be assessed and managed. It sets the Bank’s values and standards and ensures that its obligations to its shareholders, customers and other stakeholders are understood and met.

The Board sets the Bank’s strategy and approves plans presented by management for the achievement of the strategic objectives it has set. It determines the nature and extent of the principal risks it is willing to take in achieving its strategic objectives and is responsible for ensuring maintenance of sound risk management and internal control systems.

The Board has approved a schedule of Matters Reserved for the Board and authorities delegated to the Chief Executive Officer (CEO). Both the Matters Reserved for the Board and the CEO’s delegated authorities have been revisited by the Board and re-adopted for 2017 with appropriate enhancements. Such reserved matters include decisions on strategic and long term objectives, the approval of published financial statements, major acquisitions and disposals, significant investments and other capital expenditure, and approval of the Bank’s risk appetite and its Risk Management Framework. Implementation of the strategy set by the Board and the management and day-to-day running of the Bank is delegated to the CEO, with oversight by the Board, with the exception of the Matters Reserved for the Board.

Composition


During 2017, the following changes to Board membership occurred: Tom Wood was appointed as an Executive ‘B Director’ (as defined in the Company’s Articles of Association) on 1 September 2017. Maureen Laurie and Alistair Asher stepped down as Directors on 1 September 2017. Charles Bralver, a Non-Executive Director since 23 April 2015, was re-designated as a ‘B Director’ as of 1 September 2017.

John Worth stepped down as a Director on 20 September 2017. Aidan Birkett remains as Senior Independent Director to the Bank.

The Bank regards Glyn Smith, William Thomas, Laura Carstensen, Maureen Laurie, Derek Weir and Aidan Birkett as Independent Non-Executive Directors. Dennis Holt has been regarded as an Independent Non-Executive Director on his appointment as Chairman on 27 October 2014.

All the Non-Executive Directors have considerable experience and make valuable contributions to the Bank. The Non-Executive Directors constructively challenge and help develop proposals on strategy and bring strong, independent judgement, knowledge and experience to the Board’s deliberations.
The Non-Executive Directors are of sufficient calibre and number that their views carry significant weight in the Board’s decision making.

Director Appointment Rights


Under the Articles of Association as adopted on 21 August 2017 the member is entitled to designate any two Directors as ‘B Directors’. On 1 September 2017, the Company’s sole shareholder, The Co-operative Bank Holdings Limited, designated Tom Wood and Charles Bralver as ‘B Directors’.

The fourth Capital Requirements Directive (CRD IV) requires an institution such as the Bank to include a compliance statement on its website in relation to certain articles contained in CRD IV. A statement of the Bank’s compliance with CRD IV governance, remuneration and reporting can be found here