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Board Committees

Board of Directors

The Board is chaired by Guy Munnoch (defined as the ‘Director in the Chair’ under the Company’s Articles of Association) and comprises the Deputy Chair and Senior Independent Director, Alan Hughes, the Chief Executive Officer, Robert Gordon, and two other non-executive directors, Anne Whitaker and Hiroyuki Fukuro.

Mr.Fukuro is an employee of the Company’s sole shareholder, Mitsubishi HC Capital Inc. (formerly Hitachi Capital Corporation). Excluding the Director in the Chair, the Board has two non-executive directors, Ms. Whitaker and Mr. Hughes, who are determined by the Board to be independent.

The Board has an oversight role, delegating day to day responsibility for managing the Group’s business to the Executive Committee and holding the Chief Executive Officer to account.

Board Committees

The Executive Committee is responsible for leading the day to day management of the Group and through the Chief Executive Officer, is accountable to the Board for delivering the approved vision and strategy in line with the Group’s agreed values.

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The Audit and Risk Committee’s responsibilities include monitoring financial reporting and the statutory audit of the annual consolidated accounts, reviewing the findings of the external auditors and reviewing the effectiveness of the Group’s internal control and risk management systems.

The Audit and Risk Committee is chaired by Anne Whitaker. Its other members are Alan Hughes, Guy Munnoch and Hiroyuki Fukuro. The Board considers that a majority of members of the committee are independent and that the committee as a whole has competence relevant to the sector in which it is operating.

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The Remuneration Committee agrees the remuneration of the executive management, oversees major changes in employee benefit structures across the Group, and reviews the design of long term incentive plans, bonus schemes and commission schemes operated by the Group for approval by the Board and the shareholder.

The Remuneration Committee is chaired by Alan Hughes. Its other members are Guy Munnoch, Hiroyuki Fukuro and Anne Whitaker.

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The Nomination Committee reviews the structure, size and composition of the Board, including its skills, knowledge, experience and diversity. It makes recommendations to the Board with regard to any changes, as well as to ensuring that there is a formal, rigorous and transparent procedure for the appointment of new directors.

The Nomination Committee is chaired by Guy Munnoch, its other members are Robert Gordon, Alan Hughes, Hiroyuki Fukuro and Anne Whitaker.

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The Executive Risk Committee ensures the effective management of all risks so that the Company’s strategy and compliance objectives are achieved.

The Executive Risk Committee is chaired by the Chief Risk Officer and its membership includes Robert Gordon, the managing directors of each business division, the directors of relevant central functions, the Group Head of Compliance and the Group Treasurer.

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