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Board Committees

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. 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 three members who are each independent Non-Executive Directors and includes one member with recent and relevant financial experience. The Audit Committee is chaired by Stuart Bernau who is considered by the Board to have recent and relevant financial expertise. The other members of the Audit Committee are Keith Carby and Eugene Lockhart.

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, all of whom are independent Non-Executive Directors. The Risk Oversight Committee is chaired by Eugene Lockhart, and its other members are Stuart Bernau, Alastair (Ben) Gunn and Sir Michael Snyder. The Risk Oversight Committee will normally meet not less than four times a year.

Risk Oversight Committee Terms of Reference

 

Remuneration Committee

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 Lord Flight, and its other members are Roger Farah and Keith Carby. The Remuneration Committee will meet normally not less than twice a year.

Remuneration Committee Terms of Reference

 

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 Lord Flight, and its other members are Vernon W. Hill, II, Roger Farah and Keith Carby. The Nomination Committee will normally meet not less than twice a year.

Nomination Committee Terms of Reference

Committee Members

Board MemberAudit CommitteeRisk Oversight CommitteeRemuneration CommitteeNomination Committee
Vernon W. Hill II - - - Member
Craig Donaldson - - - -
Michael Brierley - - - -
Ben Gunn* - Member - -
Lord Howard Flight - - Chairman Chairman
Keith Carby Member - Member Member
Stuart Bernau Chairman Member - -
Gene Lockhart Member Chairman - -
Roger Farah - - Member Member
Sir Michael Snyder Member Member - -

* Ben Gunn is the Senior Independent Director