Shaping the culture and ethical values of the Group.
The Board strongly believes that good governance and strong, responsible, balanced leadership by the Board are critical to creating long-term shareholder value and business success. The committee’s role is to assist the Board in shaping the culture and ethical values of the Group through overseeing and advising on conduct, reputation, community, people and financial crime matters.
The committee comprises independent Non-Executive Directors.
Claudia Arney (chairman) (appointed 01 June 2016)1
Belén Romana García (appointed 26 June 2015)
Michael Mire (appointed 12 September 2013)
Glyn Barker (appointed 10 May 2017)
Keith Williams (appointed 01 August 2016)
1 Chairman from 1 January 2017
Membership and Attendance in 2018
|Member||Number of meetings attended||Percentage attendance*|
|Claudia Arney (chairman)
|Belen Romana Garcia
* This shows the percentage of meetings which the committee member attended during the year whilst a member of the committee.
The following officers normally attend, by invitation, all meetings of the committee:
- Group Chairman
- Group Chief Executive Officer.
Other members of senior management attended meetings by invitation, where appropriate, or to present reports.
Committee role and responsibilities
The key responsibilities of the committee are to:
- Take a leadership role in shaping the corporate governance principles, culture and ethical values of the Group in line with the Group’s strategic priorities
- Set the Group’s conduct and financial crime risk appetites and oversee the Group’s profile against them
- Oversee the brand and reputation of the Group, ensuring that reputational risk is consistent with the risk appetite approved by the Board and the creation of long-term shareholder value
- Review employee talent management and development programmes ensuring they take into account diversity, including gender
- Oversee the Group’s conduct in relation to its corporate and societal obligations, including setting the guidance, direction and policies for the Group’s customer and corporate responsibility (CR) agenda and related activities and advising the Board and management on these matters.
Activities during 2018
A summary of the committee’s activities during 2018 is shown below, full details can be found in the committee’s report in the 2018 Annual Report and Accounts.
- Regularly reviewed updates from the Chief Audit Officer on any significant control issues
- Considered regular updates from the Group Company Secretary on governance matters, legal and litigation risks which had the potential to impact the reputation of the Group
- Received and considered reports detailing ongoing and possible reputational, brand and franchise risks, including media and public policy issues
- Continued to drive the corporate responsibility agenda and monitored compliance with the Group’s corporate responsibility strategy
- Reviewed the Group’s modern slavery statement, annual corporate responsibility reporting and the Group’s Financial Crime, Regulatory Business and Corporate Responsibility, Environment and Climate Change Business Standards.