We are committed to the highest standards of corporate governance and the Board considers that we comply with the UK Corporate Governance Code.
We have established an Audit & Risk Committee, an ESG Committee, a Nomination Committee and a Remuneration Committee.
Chair
Responsible for:
the leadership and overall effectiveness of the Board and for upholding high standards of corporate governance throughout the Group and particularly at Board level;
setting the Board agendas with the Company Secretary and CEO and the recommendation of an annual Board and Committee meeting schedule;
promoting a culture of openness and debate, in particular by facilitating the effective contribution of Non-Executive Directors, and ensuring constructive relations between Executive and Non-Executive Directors; and
ensuring effective communication with shareholders, including in relation to governance, remuneration and strategy.
Chief Executive Officer
Responsible for:
leading the ExCo in the management of the Group;
the development of the Group’s strategy, annual budget and business plans and commercial objectives with the Board;
setting an example and communicating to the Group’s employees the expectations of the Board in relation to the Group’s culture, values and behaviour;
ensuring appropriate, timely and accurate information is disclosed to the market; and
managing the Group’s risk profile in line with the extent of risk identified as acceptable by the Board and ensuring appropriate internal controls are in place.
Senior Independent Director
Responsible for:
being available to shareholders if they have concerns, which contact through the normal channels of the Chair, CEO or other Executive Directors has failed to resolve;
attending meetings with and listening to the views of major shareholders as required;
providing a sounding board for the Chair and acting as an intermediary for shareholders when necessary; and
meeting other Non-Executive Directors without the Chair present once a year to appraise the Chair’s performance.
Chief Financial Officer
Responsible for:
all aspects of finance including financial planning, tax, treasury and procurement;
investor relations;
working with the CEO to develop and implement the Group’s strategic objectives, annual budget and business plan; and
ensuring effective financial compliance and control.
Non-Executive Directors
Responsible for:
providing objective and constructive challenge to management;
assisting with the development of strategic proposals; and
scrutinising and monitoring financial and operational performance and the Group’s risk management framework.
Company Secretary
Responsible for:
being available to all Directors to provide advice and assistance;
providing governance advice; and
ensuring compliance with the Board’s procedures and with applicable laws and regulations.
Division of responsibilities between Chairman and CEO, and role of Senior Independent Director
There is a clear division of responsibilities between the leadership of the Board, and the executive leadership of the Company's business. It is also important to appoint a Senior Independent Director, to serve as an intermediary for the other Directors and shareholders.
The Board's duty to promote the success of the Company
We have established the following Committees:
Audit Committee
The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial and corporate reporting. Its duties also include monitoring the integrity of the financial statements and overseeing the company's relationship with its external auditors. The Committee will normally meet at least three times per year.
Members
Chair: Maeve Byrne
Members: Helen Beck and Richard Harvey
Risk Committee
The Risk Committee’s role is to assist the Board with the discharge of its responsibilities for reviewing and overseeing the Group's attitude to and appetite for risk and its future risk strategy. It is also responsible for reviewing the effectiveness of the Group’s risk management framework and internal control systems. The Committee will normally meet at least two times per year.
Members
Chair: Richard Harvey
Members: Helen Beck and Maeve Byrne
Nomination Committee
The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Directors, including the Chairman and Chief Executive Officer. The Nomination Committee will normally meet at least once a year.
Members
Chair: Ken Stannard
Members: Helen Beck, Maeve Byrne and Richard Harvey
Remuneration Committee
The Remuneration Committee recommends the Group’s policy on executive remuneration and determines the levels of remuneration for Directors and the Global Leadership Team. The Remuneration Committee will normally meet at least three times a year.
Members
Chair: Helen Beck
Members: Ken Stannard and Richard Harvey
Market Disclosure Committee
The Market Disclosure Committee oversees the disclosure of information by Funding Circle to meet its obligations under the Market Abuse Regulation, the FCA's Listing Rules and the Disclosure and Transparency Rules. The Disclosure Committee will meet as and when required.
Members
Chair: Lucy Vernall
Members: Lisa Jacobs, Ken Stannard, Tony Nicol and Maeve Byrne
ESG Committee
The ESG Committee is responsible for overseeing and monitoring the implementation of the Company’s environmental, social and governance policy and framework, as approved by the Board. The Committee also oversees the Board’s workforce engagement in conjunction with the designated workforce engagement Non-Executive Director.
Members
Chair: TBC
Members: Helen Beck, Maeve Byrne and Neil Rimer
