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 Committee, ESG Committee a Risk and Compliance Committee, a Nomination Committee and a Remuneration Committee.

Board structure

Chairman

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:

  • leadership of the Global Leadership Team in the executive 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 Chairman, 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 Chairman and acting as an intermediary for shareholders when necessary; and
  • meeting other Non-Executive Directors without the Chairman present once a year to appraise the Chairman’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.

division of responsibilities between the Chairman, CEO and SID 

Matters reserved for the Board 

The Board's duty to promote the success of the Company

Funding Circle Ltd's 2020 Section 172(1) Statement