Corporate Governance and the Board of Directors
The Board of Directors consists of 4 independent non-executive directors, 2 non-executive directors and 2 executive directors and is chaired by Simon Moore, an independent non-executive director. The Nominations Committee considered the appropriateness of the Board’s composition during the year and concluded that it has the appropriate mix of skills and experience to fulfil its responsibilities. The Board operating as a broader Board Committee also includes other executive directors and senior management as standing members, The Board and its Committee meets no less than 9 times a year and its primary responsibility is to provide leadership to the Group, set the Group’s strategic objectives and to develop robust corporate governance and risk management practices. The Board delegates specific powers to other committees, details of which are set out below.
The Executive Committee (ExCo) consists of 2 executive directors and the senior management of the Group with functional responsibilities. It is chaired by Garry Stran and meets monthly to deliberate and take policy decisions on the effective and efficient management of the Group. It also serves as a processing forum for issues to be discussed at the Board level. ExCo’s primary responsibility is to ensure the implementation of strategies approved by the Board, provide leadership to the management team and ensure efficient deployment of the Groups resources, including capital and liquidity.
The Audit Committee (AC) consists of 3 non-executive directors and is chaired by Christine Higgins, an independent non-executive director. AC meets no less than 4 times a year and is primarily responsible for monitoring the integrity of the Group’s financial statements, the effectiveness of the internal audit function and external auditor, and the effectiveness of the financial controls and the control environment.
The Risk Committee (BRC) consists of 5 non-executive directors and is chaired by Mark Sismey-Durrant, an independent non-executive director on an interim basis. BRC meets no less than 4 times a year and is primarily responsible for monitoring the integrity of the risk management framework, the defining and monitoring of risk appetite and the effectiveness of risk management systems.
The Nomination Committee has delegated responsibility from the Board for reviewing the structure, size and composition of the Board. Membership of the Nomination Committee is limited to non-executive directors and chaired by Simon Moore.
The Remuneration Committee is chaired, on an interim basis by Mark Brown, and has delegated responsibility from the Board for the performance of the executive directors, succession planning and remuneration of the directors and other senior executives. Membership of the Remuneration Committee is limited to non-executive directors. Where appropriate, the Remuneration Committee consults external advisers on remuneration and regulatory issues to align with the strategic aims of the Group and regulatory compliance requirements.
Remuneration Policy and Disclosures
The approach taken by PCF Group plc (“Group” or “PCF”) in respect of remunerating its staff emanates from a combination of regulatory guidance and in particular the dual-regulated firm’s Remuneration Code SYSC 19D, as appropriate for Level 3 firms, and the rules on remuneration as published by the Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA). Due to the size of our business, the Group applies the dual-regulated firm’s remuneration principles proportionality rule, SYSC 19D.3.3R (2), to ensure the practices and processes we promote are appropriate to our size, internal organisation, and the nature, scope, and complexity of activities. In applying PRA and FCA guidance, PCF classifies its employees as either Code or Non-Code Staff. Code Staff are comprised of Executive and Non-Executive Directors, and other Code Staff which includes Senior Managers covered by the Senior Managers Regime. No staff have been classified as Material Risk Takers. Other key individuals are covered under the scope of the Conduct Regime. Information on the Group’s Remuneration Code is set out in its Pillar 3 Remuneration Disclosures in the Financials subsection of the Investors section of our website www.pcf.bank in March 2019.