1. Leadership and Management
1.1. Provide leadership and management of the Board.
1.2. Chair the Board and general meetings of the Bank.
2. Culture and Values
2.1. Set clear expectations concerning the Bank’s culture, values and behaviours and the style and tone of Board discussions.
2.2. Demonstrate ethical leadership and promote the highest standards of integrity, probity and corporate governance throughout the Bank, particularly at Board level.
3. Effective decision making
3.1. Provide oversight of the Board agendas (primarily focused on strategy, performance, value creation and accountability) to ensure they cover appropriate topics.
3.2. Ensure that the Board determines the nature and extent of the significant risks that the Bank are willing to embrace in implementing its strategy.
3.3. Ensure that the Board receives accurate, timely and clear information to enable the Board to make sound decisions and effectively monitor performance.
3.4. Ensure that adequate time is available for discussion of all agenda items, in particular strategic issues.
3.5. Ensure that the Board has effective decision-making processes and applies sufficient challenge to major proposals.
3.6. Encourage all Board members to engage in Board and committee meetings by drawing on their skills, experience, knowledge and where appropriate, independence.
3.7. Promote a culture of mutual respect, openness and debate by facilitating the effective contribution of non-executive directors in particular and ensuring constructive relations between executive and non-executive directors.
3.8. Develop productive working relationships with all directors and the Chief Executive.
4. Board evaluation
Ensure that the performance of the Board, its Committees and individual directors is evaluated at least once a year and act on the results of such evaluation.
5. Succession planning
5.1. In conjunction with the Nomination Committee, ensure the Board has the right mix of skills, knowledge and experience.
5.2. In conjunction with the Nomination Committee, ensure that adequate planning takes place to ensure rotation of Independent NEDs in line with corporate governance best practice.
5.3. In conjunction with the Nomination Committee, develop a plan for effective succession of the Chair and Chief Executive.
6.1. In conjunction with the Company Secretary, regularly review and agree with each director their training and development needs.
6.2. In conjunction with the Company Secretary, ensure that new directors participate in a full, formal and tailored induction programme.
7. Board Governance
7.1. Keep the Matters Reserved to the Board under review to ensure that they are adequate, fit for purpose and meet the needs of the business.
7.2. Ensure that Board committees are properly structured with appropriate terms of reference.
8. Shareholders and other Stakeholders
8.1. Ensure effective communications with shareholders and other stakeholders.
8.2. Ensure that the directors are made aware of the views of those who provide the Bank’s capital and other key stakeholders.