Summary Corporate Governance Report
Summary Corporate Governance Report
Good corporate governance is about running the Company well. At HBOS, we aspire to the highest standards of corporate governance, not as an exercise in compliance, but as a means of driving the performance of the business. We aim to challenge and refresh our approach to corporate governance in order to keep it live, well embedded and at the forefront of best practice development.
The Board
The Board held ten meetings during the year and takes the most important decisions affecting the Company. The Board oversees the Company’s performance and sets the framework for how authority and accountability is delegated throughout the Group.
The Board includes a balance of Executive Directors (who manage the business on a day-to-day basis) and independent Non-executive Directors (who bring an external view and diverse skills to the Board’s deliberations).
The roles of Chairman and Chief Executive are separate. The Chairman leads the Board and ensures its effectiveness (as well as working with the Chief Executive to develop the Company’s strategy) while the Chief Executive manages the Group’s businesses.
Board Committees
The Board is supported by a structure of committees, including:
- Audit Committee which reviews in detail the Group’s accounts and monitors its risk and internal control environment. It also monitors the independence of the external auditors and the effectiveness of the Group Internal Audit function. The Audit Committee is supported by a structure of divisional Risk Control Committees. Membership of the Audit Committee comprises four independent Non-executive Directors plus one additional external independent member who is not a Director but who brings a valuable resource to the Committee.
- Nomination Committee which conducts ongoing succession planning and recommends candidates for appointment to the Board or to senior executive roles. The Committee comprises four independent Non-executive Directors plus the Chairman and the Chief Executive.
- Remuneration Committee which sets policy and approves the remuneration of Directors and senior executives. All of the members of the Committee are independent Non-executive Directors.
Combined Code
For a full report on corporate governance practices at HBOS, including details of compliance with the Combined Code on Corporate Governance, please see the Annual Report and Accounts.