Governance Committee

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 2017

Member Number of meetings attended Percentage attendance*
Claudia Arney (chairman)
6 100%
Michael Mire
Keith Williams
6 100%
Belen Romana Garcia
Sir Malcolm Williamson 3 100%

* 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.

Read the full terms of reference for our Governance Committee (PDF 53.2 KB).

Activities during 2017

A summary of the committee’s activities during 2017 is shown below, full details can be found in the committee’s report in the 2017 Annual Report and Accounts.

  • Regularly reviewed updates from the Chief Audit Officer on any significant control issues
  • 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.