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 2018 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 2018, the following changes to Board membership occurred: Dennis Holt stepped down as Chairman and retired from the Board on 14 March 2018 and Robert Dench was appointed as Chairman on 14 March 2018.

Aidan Birkett stepped down as Senior Independent Director and from the Board on 14 March 2018. Derek Weir, Chairman of the Risk Committee, was appointed as Senior Independent Director on 5 April 2018.

The Bank regards Glyn Smith, William Thomas, Laura Carstensen, and Derek Weir as Independent Non-Executive Directors. Robert Dench has been regarded as an Independent Non-Executive Director since his appointment to the Board on 1 February 2018.

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.

On 9 July 2018 Andrew Bester joined the Board and began the transition of responsibilities from current Chief Executive Officer, Liam Coleman, who has decided to step down.

Director Appointment Rights

 

Under the Articles of Association adopted on 21 August 2017, and as amended on 22 May 2018, the Company’s sole shareholder, The Co-operative Bank Holdings Limited, is entitled to designate any two Directors as ‘B Directors’.

Charles Bralver is designated a ‘B Director.’

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 on the Compliance with Capital Requirements Directive page.