The British Business Bank constitution consists of its Articles of Association and a Shareholder Relationship Framework Document between the British Business Bank and BEIS. The British Business Bank plc operates, so far as is practicable, a corporate governance framework that accords with best practice and complies with the provisions of the UK Corporate Governance Code (other than Section E Relations with Shareholders).
The UK Corporate Governance Code is freely available from the Financial Reporting Council. The UK Corporate Governance Code acts as a guide to a range of key issues to ensure effective Board practice.
Apart from those set out in this Annual Report, the Board is not aware of any deviations from the relevant aspects of the Code in the period since 1 April 2017 insofar as it applies to the British Business Bank.
Role and responsibility of the Board of Directors of the company
British Business Bank plc is led by its Board of Directors which is collectively responsible for the long-term success, and in consultation with BEIS, the strategy of the British Business Bank plc.
As set out in the Shareholder Relationship Framework Document, the Board requires no fewer than eight Directors including six Non-executive Directors. Independent Non-executive Directors are to constitute the majority of the Board. Our Board and Committees have the appropriate balance of skills, experience and independence to enable them to discharge their duties and responsibilities effectively. The Board considers that the Chair was independent on appointment and that all Non-executive Directors other than Ceri Smith are independent for the purposes of the Code. Ceri Smith is the Shareholder Representative Director.
The Board reviewed the schedule of matters reserved for the Board in June 2017. The matters reserved for the Board include strategy and management, Company structure and capital, financial reporting and controls, risk management and internal controls, Board membership and other appointments, remuneration, delegation of authority, corporate governance, appointment of professional advisors, litigation and insurance.
Our Non-executive Directors scrutinise the performance of management in meeting agreed goals and objectives. The Remuneration Committee is responsible for setting appropriate levels of remuneration for Executive Directors and staff in consultation with our Shareholder. This is further explained in the Directors’ Remuneration Report at page 66.
The Chair is responsible for leading the Board and its discussions and for encouraging open debate and challenge. The Chief Executive leads the Executive in the day to day running of the business and the implementation of strategy and is supported in this by the Senior Leadership Team.
As an organisation funded by taxpayers’ money the Bank is required to comply with the principles set out in managing public money (www.gov.uk/government/publications/managing-public-money).
The Chief Executive is the Accounting Officer. The responsibilities of an Accounting Officer include responsibility for the propriety and regularity of the public finances.
The Senior Independent Director is Christina McComb. The Senior Independent Director’s responsibilities are to: work closely with the Chair, act as an intermediary for other Directors as and when necessary and meet with other Non-executive Directors to review the Chair’s performance.
Christina McComb acted as Interim Chair from 1 October 2016 until 4 July 2017 on appointment of the new Chair.
The exercise to appraise Lord Smith’s performance as Chair was conducted by questionnaire. The results were discussed among the Non-executive Directors, led by the Senior Independent Director.