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Board of Directors and Committees

Board of Directors

The Chair of the Board is Alan Hughes (defined as the ‘Director in the Chair’ under the Company’s Articles of Association) and comprises the Chief Executive Officer, Robert Gordon, and two non-executive directors, Sian Herbert, and Masaki Mizutani.

Mr. Mizutani is an employee of the Company’s sole shareholder, Mitsubishi HC Capital Inc. Excluding the Chair, the Board has one non-executive director, Ms. Herbert, who is 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 Group Audit Committee’s responsibilities include monitoring the financial reporting process and the statutory audit of the annual consolidated financial statements and reviewing the Company’s internal control, information security and risk management arrangements, including the effectiveness of the Company’s “three lines of defence” structure.

The Group Audit Committee is chaired by Sian Herbert. Its other members are Alan Hughes and Masaki Mizutani. The Board considers that the committee as a whole has competence relevant to the sector in which it is operating.

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The Group Risk Committee’s responsibilities include reviewing the Company’s risk register and risk appetites and the effectiveness of the Group’s risk assessment process. The Committee also oversees, and advises the Board on, the Company’s risk exposures and risk strategy.

The Group Risk Committee is chaired by Sian Herbert. Its other members are Alan Hughes and Masaki Mizutani.

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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 Masaki Mizutani, and Sian Herbert.

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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 Alan Hughes. Its other members are Robert Gordon, Masaki Mizutani, and Sian Herbert.

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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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