To assist the Board and make sure we have independent oversight of our internal controls and risk management, the Board delegates certain responsibilities to five principal committees.

These are the:

  • Remuneration Committee
  • Audit Committee
  • Nomination Committee
  • Risk Committee
  • Disclosure Committee

 

Remuneration Committee

Ensures that remuneration policies and practices are designed to support our strategy and promote long-term sustainable success, encouraging behaviours consistent with the Group’s Purpose, values, strategy and business model.

In 2023 the Committee has focused on setting executive remuneration within the context of the overall Company performance.

Graham Lindsay

Members
Graham Lindsay Chair
Karen Briggs Independent Non-Executive Director
Oliver Laird Independent Non-Executive Director

Remuneration Committee’s terms of reference

Audit Committee

The Audit Committee has oversight of Vanquis Banking Group as a whole and, unless required by regulation, will carry out their duties for the Group and all the subsidiary businesses.

During the year, the Committee continued to focus its oversight on the enhancement of internal controls and assurance and financial reporting which we continue to evolve and strengthen.

Paul Hewitt

Members

 

Committee Chair:  Paul Hewitt Independent Non-Executive Director
Angela Knight

Senior Independent Non-Executive Director

Jackie Noakes

Independent Non-Executive Director

Audit Committee’s terms of reference

Group Internal Audit Charter 2024

Nomination Committee

Among other things, this committee annually reviews the directors’ skills matrix to make sure it reflects the skills the group needs from its most senior leaders. 

The Committee has taken the leading role in evolving the Board’s composition as it looks to champion Vanquis’ long-term success through its focus on our leadership and talent.

Sir Peter Estlin

Members

 

Peter Estlin Chair
Angela Knight Senior Independent Non-Executive Director
Paul Hewitt Independent Non-Executive Director
Graham Lindsay Independent Non-Executive Director
Michele Greene  Independent Non-Executive Director
Karen Briggs Independent Non-Executive Director
Oliver Laird Independent Non-Executive Director
Jackie Noakes Independent Non-Executive Director

Nomination Committee’s terms of reference

Risk Committee

This committee reviews Vanquis Banking Group's overall risk assessment processes that inform the Board’s decision-making, ensuring both qualitative and quantitative metrics are used in the robust assessment of emerging and principal risks.

The Group Risk Committee assists the Board by taking an active role in defining risk appetite, and monitoring the risk management and internal control systems across the group.

In a year of change for the Group the Committee has kept a close watch on the Group’s overall risk profile to ensure that the Group’s strategic and emerging risks are understood and well managed.

Angela Knight

Members

 

Committee Chair: Angela Knight Senior Independent Non-Executive Director 
Paul Hewitt Independent Non-Executive Director
Michele Greene  Independent Non-Executive Director

Group Risk Committee’s terms of reference

Disclosure Committee

The Committee is responsible for ensuring the Company complies with the EU Market Abuse Regulations, the FCA’s Disclosure Guidance and Transparency Rules, and the Listing Rules. In effect, it has to decide what company information is deemed market sensitive or not, and if so, when it needs to be disclosed to the stock market.

Members

 

Committee Chair: Ian McLaughlin Chief Executive Officer

Dave Watts

Chief Financial Officer

Melanie Barnett 

General Counsel and Company Secretary

Disclosure Committee’s terms of reference

Performance evaluation

We evaluate the performance of our Board each year. The Chairman is responsible for this evaluation. We adhere to the UK Corporate Governance Code and make sure an external evaluation is carried out every three years. This external evaluation, questions the different aspects of how the Board operates, how the members and committees conduct themselves, and the performance of the individual directors.

Our Board reviews the evaluation and, in the event any issues are brought to light, proposals are drawn up to tackle them. The performance of the Chairman is also reviewed on a yearly basis. The Senior Independent Director carries out this review. 

Internal controls

It’s important Vanquis Banking Group and our product divisions maintain consistent control and risk management systems. Our Group Risk Committee reviews the assessment of these risks and the associated frameworks. We are consistent in our approach to risk across Vanquis Banking Group because we understand inconsistencies can have a significant impact on the Group’s ability to achieve its objectives.

Risk owners are identified and given responsibilities to make sure actions are implemented with appropriate review dates. Risk Registers are reviewed by our Risk Advisory Group and these are updated each quarter. The Group Risk Committee is responsible for monitoring the key metrics identified by the divisions and the Group to make sure, in particular, customer outcomes remain central to the Group’s risk management programme.

Executive Committee

The Executive Committee normally meets monthly, and more frequently as required. The Executive Committee manages the running of the group, other than those matters reserved to the Board and those specifically assigned to the other Board committees. Executive Committee is an advisory committee commissioned to assist the Chief Executive Officer in the execution of the authorities delegated to them by the Board. The committee’s authority, purpose and duties are documented within its Terms of Reference.

Members

 

Committee Chair: Ian McLaughlin Chief Executive Officer
Dave Watts Chief Financial Officer
Melanie Barnett General Counsel & Company Secretary
Gareth Cronin North Star Programme Executive
Joe Sweeney Chief Risk Officer (Interim)
Nicola Lipson Human Resources Director
Carley Eaton

Chief Internal Auditor

Ian Fielder Chief Operations Officer
John Natalizia Chief Digital, Data and Analytics Officer, Co Founder and Chief Executive Officer of Snoop
Jem Walters

Chief Technology Officer

Abigail Whittaker 

Chief of Staff

Jill Armstrong

Chief Customer Officer

Executive Committee’s terms of reference

Terms of reference