The Board of TSB Banking Group plc (the 'Board') as a whole is collectively responsible for promoting the success of the Company by directing the Company's affairs. Other than matters expressly reserved to the Board or the Board of TSB Bank plc (the 'Bank'), authority for day to day operation of the Company and Bank is delegated to the Chief Executive Officer. Certain decisions and executive action are reserved to the Chief Executive Officer. Other than matters expressly reserved to the Chief Executive Officer, authority can be delegated to the respective Functional Heads (Executive Committee members), jointly or severally.
Certain responsibilities of the Board and Bank Board are delegated to Committees of the Board to assist the Board and Bank Board in carrying out their functions and to ensure independent oversight of internal control and risk management. i.e. Remuneration, Nomination, Audit and Risk Committees.
The Audit Committee is made up of four members who are all Non-executive Directors and includes at least one member with recent and relevant financial experience. The Audit Committee is chaired by Mark Rennison, an independent Non-executive Director and its other members are Andrew Simmonds, Tomás Varela, and Libby Chambers. The Audit Committee will normally meet at least four times a year at the appropriate times in the reporting and audit cycle.
The Audit Committee has responsibility for, amongst other things, monitoring the integrity of the financial statements of TSB and the involvement of the Auditors in that process as well as championing a straightforward and transparent culture to ensure that TSB operates within the Board approved risk appetite in respect of financial reporting and internal control. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.
The Nomination Committee is made up of five members who are all Non-executive Directors. The Nomination Committee is chaired by Richard Meddings and its other members are Lynne Peacock, Mark Rennison, Andrew Simmonds and Alicia Reyes. The Nomination Committee will normally meet at least twice a year.
The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board Committees and the chairmanship of the Board Committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary. The Nomination Committee also considers succession planning for the Board and Senior Management, taking into account the skills, knowledge, experience, diversity and leadership needs of TSB.
The Remuneration Committee is made up of four members who are all Non-executive Directors. The Remuneration Committee is chaired by Lynne Peacock, an independent Non-executive Director, and its other members are Libby Chambers, Adam Banks and Alicia Reyes. The Remuneration Committee meets at least four times a year.
The responsibilities of the Remuneration Committee are to consider and recommend to the Board the framework of the remuneration policy of the Company, to identify TSB’s Material Risk Takers in terms of the European Banking Authority’s Regulatory Technical Standards, and to manage, consider and approve the remuneration arrangements of the Chairman, the Chief Executive, the Company Secretary, each direct report to the Chief Executive, other senior executives and employees who are designated as Material Risk Takers under the PRA Remuneration Code, or any other employee determined by the Remuneration Committee from time to time in accordance with the requirements of the TSB’s regulators.
The Remuneration Committee also reviews the Company’s remuneration structures for compliance with regulatory requirements and corporate governance guidance and monitors the reporting and disclosure of such arrangements.
The Risk Committee is made up of five members who are all Non-executive Directors. The Risk Committee is chaired by Andrew Simmonds, an independent Non-executive Director and its other members are David Vegara, Lynne Peacock, Mark Rennison and Adam Banks. The Risk Committee will normally meet at least four times per year.
The Risk Committee is responsible for championing a transparent and responsible risk culture within TSB, ensuring an appropriate balance between risk and reward which results in the delivery of transparent and fair outcomes for customers, a safe and resilient financial profile and collaborative relationships with the Sabadell Group's and TSB’s regulators. The Risk Committee oversees the maintenance, effectiveness and development of TSB’s risk management framework and its risk appetite, strategy, principles and policies to ensure that they are in line with regulatory, corporate governance and industry best practices.