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. The Audit Committee will meet normally not less than four times a year.
In compliance with the requirements of the UK Corporate Governance Code, the Audit Committee is made up of four 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 1 who is considered by the Board to have recent and relevant financial expertise. The other members of the Audit Committee are Monique Melis and Paul Thandi.
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 five members. The Risk Oversight Committee is chaired by Gene Lockhart, and its other members are Stuart Bernau, Catherine Brown, Monique Melis, and Michael Torpey. The Risk Oversight Committee will normally meet not less than four times a year.
The 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 Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration.
The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members who are independent Non-Executive Directors. The Remuneration Committee is chaired by Roger Farah, and its other members are Catherine Brown and Paul Thandi. The Remuneration Committee will meet normally not less than twice a year.
Section 430(2B) Disclosures
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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 Roger Farah, and its other members are Sir Michael Snyder and Catherine Brown. The Nomination Committee will normally meet not less than twice a year.
1 Subject to regulatory approval
|Board Member||Audit Committee||Risk Oversight Committee||Remuneration Committee||Nomination Committee|
|Vernon W. Hill II||-||-||-||-|
|Sir Michael Snyder||Member||-||-||Member|
* Ben Gunn is the Deputy Chairman.
** Subject to regulatory approval.
*** Interim Senior Independent Director subject to regulatory approval.