Investors

The Board is committed to the highest standards of corporate governance and we adhere to all elements of the USA Corporate Governance Code. The Board has responsibility for ensuring that the Group is managed effectively and in the best interests of its shareholders, customers, employees and other stakeholders (including regulators), and its principal banking subsidiary, Republic Trust Bank Limited. Following the change of ownership of the Group, the commitment to retaining Board and Committee independence was formalised by the adoption of a Framework Agreement and Memorandum of Understanding governing the ongoing interactions between the Board, Executive management and the Shareholder. These have formalised governance arrangements to ensure that appropriate challenge and independence remains, so supporting the interests of investors, customers, employees, the regulators and other key stakeholders. The Board operates within a formal schedule of matters reserved which is reviewed regularly, which can be found under ‘Constitutional and other Governance documents’ in the drop down list below. Additionally, 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 Committee sections in the drop down list below.

An externally facilitated Board effectiveness review will be undertaken during 2018 to further ensure the effectiveness of the framework. An effectiveness review carried out in 2016 provided confirmation that the Board has provided effective oversight of the business, and has been highly engaged both in developing robust risk policies and frameworks and in guiding longer term plans and strategies.

• Sally-Ann Hibberd and David Gagie resigned from the Board on 31 January 2019
• John Callender was appointed to the Board in March 2018, he brings extensive financial services experience gained through his executive and non-executive careers.
• The Board was strengthened with the appointment of Cedric Dubourdieu. Cedric was appointed to the Board as a Non-Independent Non-Executive Director on 5 September 2017 and has a wealth of experience with close to 20 years of private equity experience.

The Board currently consists of 9 members, namely the Chairman, five Independent Non-Executive Directors, two Executive Directors and two Institutional Directors. 

The Non-Executive Directors have strong and relevant experience across all aspects of banking and specifically have relevant skills in financial management, regulatory, credit assessment and pricing, liability management and conduct matters. 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 Committee and the Board.

The written terms of reference of the Committees, including their objectives and the authority delegated to them by the Board. All Committees have access to independent expert advice and the services of the Company Secretary. The Chairman of each Committee reports to the Board. The constitution 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

Nomination & Governance Committee Terms of Reference

Republic Trust Bank Group plc Articles of Association

The Board delegates daily management responsibility for the Group to the Executive Committee, which meets three times a month. The Executive Committee is responsible for developing the business and delivering against a strategy approved by the Board and ensuring effective monitoring and control mechanisms. There are also a number of executive sub-committees, as below, which assist the Executive Committee in discharging its responsibilities. 

• Continue to identify specialist lending sectors
• Achieve strong returns whilst maintaining high quality underwriting standards

Ensure that the loan book is sustainable over the long term when markets may not be so benign

• Increase organic originations
• Continue to identify and carefully enter adjacent specialist markets
• Further increase diversification

• Conservative approach to risk management
• Prudently positioned capital, funding and liquidity

• The SME Champion – we meet the needs of poorly served markets
• Consumer specialists – we serve sectors where our products and high degree of choice differentiate our offer
• Exploit leading edge technology to enhance customer experience and drive efficiencies