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

These are the:

  • Remuneration Committee
  • Audit Committee
  • Nomination Committee
  • Group Risk Committee
  • Disclosure Committee
  • Customer, Culture and Ethics 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.

Throughout 2022, the Committee has focused on ensuring that our remuneration policies are applied
consistently and fairly to all colleagues.

Graham Lindsay

Members

 

Committee Chair: Graham Lindsay  Independent Non-Executive Director
Margot James

Independent Non-Executive Director

Remuneration Committee’s terms of reference

Vanquis Banking Group plc Directors’ Remuneration Policy
2023 to 2026

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.

Throughout 2022, the Committee oversaw significant progress on the embedding of an enhanced control regime. This, combined with close monitoring of the uncertain macroeconomic landscape will continue to be the focus for 2023.

Paul Hewitt

Members

 

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

Senior Independent Non-Executive Director

Audit Committee’s terms of reference

Group Internal Audit Charter 2023

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. All the duties of the committee can be found here

The Committee has continued to play a key role in supporting the Group’s long-term sustainable success through its oversight of succession, talent and diversity.

Sir Peter Estlin

Members

 

Peter Estlin Chair
Angela Knight Senior Independent Non-Executive Director
Elizabeth Chambers Independent Non-Executive Director
Paul Hewitt Independent Non-Executive Director
Graham Lindsay Independent Non-Executive Director
Margot James Independent Non-Executive Director
Michele Greene  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.

The Committee has been focused on improving the risk profile of the Group overall, with particular attention given to the principal risks. The embedding of expertise in our Risk function has bolstered our frameworks and enabled the Committee to continue its work overseeing the delivery of the Group strategy in a considered and well‑controlled manner.

Angela Knight

Members

 

Committee Chair: Angela Knight Senior Independent Non-Executive Director 
Elizabeth Chambers 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.

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

Customer, Culture and Ethics Committee

Established in 2019, the Customer, Culture and Ethics Committee plays a key role in providing oversight to our corporate responsibility agenda. Among other things, the committee oversees how Vanquis Banking Group is embedding its Brand story and strategy, and assesses how effective the business is in delivering its agenda in accordance with the strategy. You can read more in the committee’s terms of reference document.

Corporate culture is everything; it impacts on everything we do. Getting the culture right will ensure our business is sustainable, and delivers the right outcomes for our customers, colleagues and shareholders.

Elizabeth Chambers

Members

 

Committee Chair: Elizabeth Chambers  Independent Non-Executive Director
Graham Lindsay Independent Non-Executive Director
Margot James

Independent Non-Executive Director

Michele Greene  Independent Non-Executive Director

Customer, Culture and Ethics 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)
Richard King Corporate Communications Director
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