Board Committees

For details of the Board Committees for Metro Bank PLC, please click here.

Board

The Board of Directors is responsible for the governance and oversight of Metro Bank Holdings PLC.

More information on the membership, frequency of meetings, principal functions and matters reserved for the Board can be found in the Terms of Reference below. For more information on the composition of the Board, please see the ‘About Us’ page of the website.

Metro Bank Holdings PLC Board Terms of Reference

Audit Committee

The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing Metro Bank’s annual and half-year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, audit controls, whistleblowing and fraud systems in place within Metro Bank.

In compliance with the requirements of the UK Corporate Governance Code, the Audit Committee is made up of three members who are each independent Non-Executive Directors, which includes at least one member with recent and relevant financial experience and the Committee as a whole has competence in the sector in which Metro Bank operates. The Audit Committee is chaired by Michael Torpey who is considered by the Board to have recent and relevant financial expertise. The other members of the Audit Committee are Catherine Brown and Nicholas Winsor.

Metro Bank Holdings PLC Audit Committee Terms of Reference

Risk Oversight Committee

The Risk Oversight Committee is responsible for providing oversight and advice to the Board in relation to risk management systems, risk appetite, strategy and exposure, reviewing and approving risk policies, assessment processes and reporting within Metro Bank.

The Risk Oversight Committee is made up of four members. The Risk Oversight Committee is chaired by Catherine Brown (subject to regulatory approval), and its other members are Michael Torpey, Nicholas Winsor and Paul Thandi.

Metro Bank Holdings PLC Risk Oversight Committee Terms of Reference

People and Remuneration Committee

The People and Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on Metro Bank’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of Metro Bank’s remuneration policy and determining the individual remuneration and benefits package of each of the Bank’s Executive Directors. The People and Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration. The People and Remuneration Committee also has oversight of the Bank’s Diversity and Inclusion Strategy, development of Colleague talent, and competencies and succession plans for Colleagues within the scope of the Senior Managers and Certification Regime at Material Risk Taker level.

The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members who are independent Non-Executive Directors. The People and Remuneration Committee is chaired by Paul Thandi (subject to regulatory approval), and its other members are Catherine Brown and Robert Sharpe.

Metro Bank Holdings PLC People and Remuneration Committee Terms of Reference

Metro Bank Holdings PLC Remuneration Policy

Companies Act S430(2b) Disclosure – Anne Grim

Companies Act S430(2b) Disclosure – Ian Henderson

Companies Act S430(2b) Disclosure – Monique Melis

Companies Act S430(2b) Disclosure – James Hopkinson

Nomination Committee

The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Directors, including the Chairman and CEO and other senior executives.

The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Nomination Committee is chaired by Robert Sharpe, and its other members are Catherine Brown and Paul Thandi.

Metro Bank Holdings PLC Nomination Committee Terms of Reference

Metro Bank Holdings PLC Board Diversity Policy 

Committee Members

* Senior Independent Director (subject to regulatory approval)