The Board has responsibility for ensuring that the Group, including its principal banking subsidiary, Shawbrook Bank Limited, is managed effectively and in the best interests of its shareholders, customers, employees, and other stakeholders.
A Framework Agreement with the Shareholder is in place. This includes a list of matters which require recommendation to the Shareholder for approval and also a formal schedule of matters reserved for the Board (which is reviewed regularly and can be found under ‘Constitutional and other Governance documents’ in the drop down list below). The Framework Agreement is supported by a Memorandum of Understanding, which preserves the Board’s independence, particularly when making significant decisions. The Board delegates specific powers for some matters to Board Committees, with the outputs from each Committee meeting reported to the Board regularly, thus ensuring the Board maintains the necessary oversight. More detail on the Committees and their work is described in the separate Composition of the board and terms of reference sections in the drop down list below.
The Company is not required to adopt the ‘comply or explain’ approach of the UK Corporate Governance Code 2018 published by the Financial Reporting Council. However, the Board recognises the value of a strong approach to corporate governance and takes account of the UK Corporate Governance Code’s principles and provisions when making decisions when deemed appropriate.
The Board carries out a review of the effectiveness of its performance every year. The evaluation is externally facilitated every three years. The next external evaluation will be in respect of the 2022 financial year. The 2021 internal evaluation concluded that the Board continues to be effective, with high scores being recorded across each of the themes: behaviours; composition; skills and performance; meetings; role of company secretary and minutes; board packs (scope and content). Board and Executive Committee members feel that there is good collaboration and participation in a supportive environment but one in which there is constructive challenge.
On 7 June 2021, Marcelino Castrillo was appointed to the Board to succeed Ian Cowie as Chief Executive Officer.
Ian Cowie resigned from the Board on 7 June 2021.
The Board is collectively responsible for the effective oversight of the Company and its businesses. Board members are able to draw on a breadth of experience across a range of disciplines including financial management, regulatory risk, audit, operations, transformation and technology.
John was appointed to the Board as Chairman in March 2018. John brings extensive financial services experience to the Board, gained through both his Executive and Non-Executive careers.
John has previously served as Non-Executive Director of Aldermore Group plc, Non-Executive Director of Motability Operations plc, Non-Executive Chair of ANZ Bank Europe Ltd for a 10-year term retiring in 2019 and Senior Independent Director and Chair of the Risk Committee of FCE Bank plc retiring in 2020. John also sat on the Regulatory Decisions Committee for the Financial Conduct Authority for 6 years finishing his two statutory terms in January.
Marcelino joined Shawbrook as CEO in June 2021. He brings a wealth of experience in financial services, most recently he was Managing Director, Customer Engagement & Distribution at Natwest Group where he led 9,000 employees through an ambitious transformation programme. Prior to that he held senior roles at RBS and Santander leading Commercial Banking franchises. He started his career at The Boston Consulting Group working across a number of industries and countries. Marcelino holds an MBA from MIT Sloan School of Management, MS Industrial Engineering (ETSII, Madrid) and a Bachelor in Physics (U. Complutense, Madrid).
Dylan joined Shawbrook in 2013 from KPMG where he spent 11 years in their Financial Services practice advising large UK and European banks. Dylan was appointed permanent CFO in February 2017 having been interim CFO from June 2016. He is a Fellow of the ICAEW and holds a dual BA Honours degree in German and Business Studies from Sheffield.
Lindsey has been a private equity investor for 25 years with a particular focus on the financial services sector. She has a First-Class Honours degree in Accounting and Finance and studied for an MPhil in Finance from Strathclyde University.
Cedric has close to 20 years of private equity experience, having led a number of investments in a variety of sectors across Europe. He holds a degree from Ecole Polytechnique, Paris.
Paul has considerable experience in financial services having had a successful career within HSBC Group. Paul has particular strengths in managing risk and internal audit across a number of business lines and previously served as a member on the IIA Committee for Internal Audit Guidance for Financial Services.
Andrew has extensive financial services experience. He is a qualified accountant, having enjoyed a successful career at KPMG LLP, becoming a partner in 1990, and subsequently as Group Finance Director of the international Rothschild investment banking group.
Michele has comprehensive experience in operations, transformation, IT and distribution leadership, with focus on the customer. She has operated across blue chip, mid-scale and start-up entities, including Private Equity backed banks. Most recently Michele held the position of Chief Operating Officer at Allica Limited.
Lan has deep Financial Services knowledge having held Executive and Non-Executive roles across the sector, including CEO of Virgin Money Investments. Lan started her career in consulting. She has extensive experience in strategy, change management, customer experience, digital and data. Lan currently sits on the Boards of WNS (Holdings) Ltd and King’s College University and is a champion for mental health and wellbeing in the workplace.
Janet has comprehensive experience in financial services, with a passion for value-based proposition design and excellence in customer delivery. Most recently, she served as a Non-Executive Director of Vanquis Bank Limited, where she chaired the Compliance Committee before assuming the role of Remuneration Committee Chair and Senior Independent Director. She has also previously held Managing Director roles at the AA Group, RSA Group Plc and Rias Plc (a subsidiary of Aegeas).
The Board currently consists of 10 members, mainly the Chairman, five independent Non-Executive Directors, two institutional Directors and two Executive Directors.
To ensure the Board continues to have an appropriate balance of skills, these skill sets are reviewed annually through the completion of a skills matrix which is considered by the Nomination and Governance Committee and the Board.
The written terms of reference of the Committees, including their objectives and the authority delegated to them by the Board are listed below. All Committees have access to independent expert advice and the services of the Company Secretary. The Chair of each Committee reports to the Board.
The composition, effectiveness and terms of reference of each Committee are reviewed annually to ensure that the Committees are operating effectively, and any changes considered necessary are recommended to the Board for approval.
Audit Committee Terms of Reference
Risk Committee Terms of Reference
Remuneration Committee Terms of Reference
The Group is led by an established and stable Executive Committee with significant expertise in specialist lending, financial markets, technology and risk management. The Board delegates daily management responsibility for the Group to the Chief Executive Officer who discharges this responsibility through the Executive Committee.
The Executive Committee is responsible for developing and effectively implementing the Group’s strategy and delivering on our purpose by embedding a culture that empowers our people to be personal, practical and creative.
Marcelino joined Shawbrook as CEO in June 2021. He brings a wealth of experience in financial services, most recently he was Managing Director, Customer Engagement & Distribution at Natwest Group where he led 9,000 employees through an ambitious transformation programme. Prior to that he held senior roles at RBS and Santander leading Commercial Banking franchises. He started his career at The Boston Consulting Group working across a number of industries and countries. Marcelino holds an MBA from MIT Sloan School of Management, MS Industrial Engineering (ETSII, Madrid) and a Bachelor in Physics (U. Complutense, Madrid).
Dylan joined Shawbrook in 2013 from KPMG where he spent 11 years in their Financial Services practice advising large UK and European banks. Dylan was appointed permanent CFO in February 2017 having been interim CFO from June 2016. He is a Fellow of the ICAEW and holds a dual BA Honours degree in German and Business Studies from Sheffield.
Russ joined Shawbrook as CTO in November 2018. Russ has held a number of high-profile technology leadership roles over his 28 year career, most recently as CTO of the global fintech payments company WorldRemit, and previously as Chief Digital Officer (Interim) for Aegon UK, IT Strategy Director for Legal & General, and CTO for Cofunds. Russ has also been involved in starting up, and selling on, two technology led companies.
Neil joined Shawbrook Bank in September 2017, taking on the Managing Director, Business Finance role in August 2018 and Head of Enterprise in 2021. Neil has over 25 years of experience in the banking industry with NatWest Bank, Royal Bank of Scotland and Santander Global Banking & Markets. Since 2003 Neil has held Managing Director level positions across client coverage, sector coverage, real estate finance, structured finance, interest rate derivative and FX sales. In addition, Neil is a Trustee of a social inclusion charity, School of Hard Knocks, and a Non-Executive Director of a Registered Social Landlord, Moat Homes Limited.
Paul has worked in consumer financial services for over 15 years, joining Shawbrook in February 2015 from Secure Trust Bank. Paul has held a number of senior roles across product and strategy before becoming Managing Director in October 2018. Paul is passionate about utilising technology and data to build transparent lending products.
Daniel qualified as a solicitor in 1995 and worked in commercial private practice in the City for nine years, first with Linklaters LLP then Macfarlanes LLP. In 2004, he became the first in-house lawyer for Commercial First Mortgages Limited, joining its Board as Legal Director a year later. Daniel transferred to Shawbrook in 2011, as part of the Commercial First management team.
Prior to joining Shawbrook, Hugh worked in various Credit and Risk roles at GE Capital, the finance arm of General Electric Inc. He joined GE in 2003 and held the following notable roles: Chief Risk Officer for the Factoring and ABL Platforms in Europe; Chief Credit Officer of GE Capital UK; Head of Enterprise Risk; and, most recently, Chief Risk Officer of GE Capital UK.
Debbie joined Shawbrook as Chief People Officer in May 2016 from SocGen where she was for 5 years; latterly in the position of Head of HR for EMEA. Prior to SocGen Debbie spent time at a number of Financial Institutions including Rabobank, Commerzbank and JP Morgan. She started her career with ICI in the North East.
Arthur joined Shawbrook in the newly created role of Chief Product Officer in February 2022. Arthur brings more than 15 years’ product and leadership expertise to Shawbrook, having previously worked across a breadth of leading organisations including fast growth payment card specialist Curve, top-tier consultancies including fintech-focused 11:FS and most recently Advent International where he led the digital product and engineering team.
Sue joined Shawbrook in June 2017 as Commercial Director for Business Finance and took on her current role as Customer Operations and Service Support Director for the Enterprise business in February 2023. Sue has 39 years experience in the financial services industry largely with NatWest Bank and Royal Bank of Scotland where since 2007 she held divisional COO positions. Prior to joining Shawbrook she also worked as an independent consultant for a five year period, working with clients to build complex transformational programmes and deliver change leadership initiatives.
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