Board committees

In line with the UK Corporate Governance Code, Charter Court has established an Audit committee, a Risk committee, a Remuneration committee, a Nomination committee, and a Disclosure committee to assist the Board in carrying out its functions and ensure that there is independent oversight of internal control and risk management.

Audit Committee

The Committee meets at least four times a year in line with the Group financial reporting calendar and meets both the external and outsourced internal audit function privately without the management present at each meeting.

Role of the Committee
  • Monitors the integrity of the Group’s external reporting process and financial management
  • Reviews the effectiveness and performance of the external auditor
  • Ensures the Group has a robust system of internal controls and an effective risk management framework and oversees the work of the outsourced internal audit function
  • Reviews the full year and half year financial results
Members

The Audit Committee is composed of independent Non-Executive Directors.

Independent Non-Executive Director

Rajan Kapoor (Chair and financial expert)

Independent Non-Executive Director

Rajan Kapoor

Rajan was Financial Controller of the Royal Bank of Scotland Group and held a number of senior finance positions in a 28-year career with RBS. He has wide-ranging experience of all aspects of banking including external reporting, financial planning and analysis, asset and liability management, taxation and stress testing. He also has extensive experience of financial and regulatory reporting in the UK and US with a strong background in internal financial controls, governance and compliance. Rajan is a Fellow of the Institute of Chartered Accountants and of the Chartered Institute of Bankers in Scotland.

Independent Non-Executive Director

Tim Brooke

Independent Non-Executive Director

Tim Brooke

Tim has strong risk management experience gained within the financial services sector through executive roles with JPMorgan Chase & Co., Yorkshire Building Society and latterly as a former partner with PricewaterhouseCoopers LLP Risk Assurances services. Together with Tim’s internal audit experience gained in the early part of his career and his non-executive experience with Risk and Audit committees he is well placed to lead the Risk Committee. Tim holds Non-Executive Director roles with a number of other financial and nonfinancial institutions operating in the UK and abroad.

Independent Non-Executive Director

Ian Ward

Independent Non-Executive Director

Ian Ward

Ian has over 40 years of experience in financial services including 16 years as Chief Executive Officer of Leeds Building Society. He was formerly a director of Leeds, York and North Yorkshire Chamber of Commerce and Chairman of its property forum. Ian has considerable experience in non-executive roles and his understanding of the regulated financial services market brings valuable regulatory insight to the Board.

Audit committee terms of reference

Risk Committee

The Risk Committee ensures that there is an ongoing focus on effective risk management to facilitate strong support for compliance with policies, new initiatives and change.

Role of the Committee
  • Overseeing the Group’s risk appetite, risk monitoring and capital management
  • Ensuring that the Group maintains an adequate risk management framework and maintains appropriate levels of liquidity and capital in the Group
  • Advising the Board on the overall risk appetite
  • Preparing the Risk Report for presentation to the Board
Members

The Risk committee comprises four members, all of whom are independent non-executive directors.

Independent Non-Executive Director

Tim Brooke (Chair)

Independent Non-Executive Director

Tim Brooke

Tim has strong risk management experience gained within the financial services sector through executive roles with JPMorgan Chase & Co., Yorkshire Building Society and latterly as a former partner with PricewaterhouseCoopers LLP Risk Assurances services. Together with Tim’s internal audit experience gained in the early part of his career and his non-executive experience with Risk and Audit committees he is well placed to lead the Risk Committee. Tim holds Non-Executive Director roles with a number of other financial and nonfinancial institutions operating in the UK and abroad.

Independent Non-Executive Director

Ian Ward

Independent Non-Executive Director

Ian Ward

Ian has over 40 years of experience in financial services including 16 years as Chief Executive Officer of Leeds Building Society. He was formerly a director of Leeds, York and North Yorkshire Chamber of Commerce and Chairman of its property forum. Ian has considerable experience in non-executive roles and his understanding of the regulated financial services market brings valuable regulatory insight to the Board.

Senior Independent Non-Executive Director

Noël Harwerth

Senior Independent Non-Executive Director

Noël Harwerth

Noël has extensive experience in both the public sector with government bodies and the private sector with global banking companies, which brings valuable insight to the boardroom debate. Noël is a former director of Standard Life Aberdeen plc and RSA Insurance Group plc. prior to which she held a variety of senior roles with Citicorp for 15 years, latterly serving as the Chief Operating Officer of Citibank International. Noël’s prior non-executive roles include GE Capital Bank Limited, Sumitomo Mitsui Banking Corporation Europe Avocet Mining and Alent plc.

Independent Non-Executive Director

Rajan Kapoor

Independent Non-Executive Director

Rajan Kapoor

Rajan was Financial Controller of the Royal Bank of Scotland Group and held a number of senior finance positions in a 28-year career with RBS. He has wide-ranging experience of all aspects of banking including external reporting, financial planning and analysis, asset and liability management, taxation and stress testing. He also has extensive experience of financial and regulatory reporting in the UK and US with a strong background in internal financial controls, governance and compliance. Rajan is a Fellow of the Institute of Chartered Accountants and of the Chartered Institute of Bankers in Scotland.

Risk committee terms of reference

Remuneration Committee

The Remuneration Committee has responsibility for determining the overall remuneration policies and practices within the Group, taking into account applicable laws, regulations and the principles of good governance.

Role of the Committee
  • Formulation of the Group’s Remuneration Policy and related Prospectus disclosures
  • Implementing of awards under the Group’s new Performance Share Plan
  • Determining the level of bonus payments in respect of the financial year
  • Drafting the Group’s first Directors’ remuneration report as a listed company
Members

The Remuneration committee comprises four independent non-executive directors.

Independent Non-Executive Director

Ian Ward (Chair)

Independent Non-Executive Director

Ian Ward

Ian has over 40 years of experience in financial services including 16 years as Chief Executive Officer of Leeds Building Society. He was formerly a director of Leeds, York and North Yorkshire Chamber of Commerce and Chairman of its property forum. Ian has considerable experience in non-executive roles and his understanding of the regulated financial services market brings valuable regulatory insight to the Board.

Senior Independent Non-Executive Director

Noël Harwerth

Senior Independent Non-Executive Director

Noël Harwerth

Noël has extensive experience in both the public sector with government bodies and the private sector with global banking companies, which brings valuable insight to the boardroom debate. Noël is a former director of Standard Life Aberdeen plc and RSA Insurance Group plc. prior to which she held a variety of senior roles with Citicorp for 15 years, latterly serving as the Chief Operating Officer of Citibank International. Noël’s prior non-executive roles include GE Capital Bank Limited, Sumitomo Mitsui Banking Corporation Europe Avocet Mining and Alent plc.

Independent Non-Executive Director

Tim Brooke

Independent Non-Executive Director

Tim Brooke

Tim has strong risk management experience gained within the financial services sector through executive roles with JPMorgan Chase & Co., Yorkshire Building Society and latterly as a former partner with PricewaterhouseCoopers LLP Risk Assurances services. Together with Tim’s internal audit experience gained in the early part of his career and his non-executive experience with Risk and Audit committees he is well placed to lead the Risk Committee. Tim holds Non-Executive Director roles with a number of other financial and nonfinancial institutions operating in the UK and abroad.

Independent Non-Executive Director

Rajan Kapoor

Independent Non-Executive Director

Rajan Kapoor

Rajan was Financial Controller of the Royal Bank of Scotland Group and held a number of senior finance positions in a 28-year career with RBS. He has wide-ranging experience of all aspects of banking including external reporting, financial planning and analysis, asset and liability management, taxation and stress testing. He also has extensive experience of financial and regulatory reporting in the UK and US with a strong background in internal financial controls, governance and compliance. Rajan is a Fellow of the Institute of Chartered Accountants and of the Chartered Institute of Bankers in Scotland.

Remuneration committee terms of reference

Nomination Committee

The Nomination Committee is responsible for making recommendations to the Board regarding the appointment of new Directors. Such recommendations are provided taking into account the structure and composition of the Board with regard to the balance of skills, Board diversity, knowledge and experience.

Role of the Committee
  • Succession Planning for the Chairman, the Board and Executive Directors
  • Lead the appointment process for NEDs and EDs
  • Review the governance framework
  • Monitor the Board diversity policy
Members

The majority of Nomination committee members are independent non-executive directors.

Independent Non-Executive Director

Ian Ward (Chair)

Independent Non-Executive Director

Ian Ward

Ian has over 40 years of experience in financial services including 16 years as Chief Executive Officer of Leeds Building Society. He was formerly a director of Leeds, York and North Yorkshire Chamber of Commerce and Chairman of its property forum. Ian has considerable experience in non-executive roles and his understanding of the regulated financial services market brings valuable regulatory insight to the Board.

Chairman

Sir Malcolm Williamson

Sir Malcolm has gained significant leadership experience on the boards of a number of publicly listed companies, having served in a variety of roles, latterly as the Senior Independent director at Aviva plc and as Chairman of Friends Life Group plc. These roles together with his executive experience as the former Group Chief Executive of Standard Chartered Bank and former President and CEO of Visa International ensure he is well placed to lead the Board effectively. Sir Malcolm’s previous roles include Chairman of Signet Jewellers, Clydesdale Bank plc and the National Australia Group Europe (2012-2014) and a Non-Executive Director of National Australia Bank until 2012.

Senior Independent Non-Executive Director

Noël Harwerth

Senior Independent Non-Executive Director

Noël Harwerth

Noël has extensive experience in both the public sector with government bodies and the private sector with global banking companies, which brings valuable insight to the boardroom debate. Noël is a former director of Standard Life Aberdeen plc and RSA Insurance Group plc. prior to which she held a variety of senior roles with Citicorp for 15 years, latterly serving as the Chief Operating Officer of Citibank International. Noël’s prior non-executive roles include GE Capital Bank Limited, Sumitomo Mitsui Banking Corporation Europe Avocet Mining and Alent plc.

Nomination committee terms of reference

Disclosure Committee

The Disclosure committee is a committee of the board and its responsibilities include:

  • ensuring that the Company’s procedures relating to the disclosure of Inside Information are adequate to enable effective dissemination to the committee
  • assessing whether information is Inside Information and resolving questions about its materiality
  • procuring the disclosure of Inside Information to a Regulatory Information Service (RIS) as soon as possible as required by the Disclosure Guidance and Transparency Rules
  • monitoring market rumour and press speculation and considering whether an announcement through a RIS is required
  • monitoring any changes in the Company’s circumstances and assess whether a RIS announcement is required
Members

Chief Financial Officer

Sebastien Maloney (Chair)

Chief Financial Officer

Sebastien Maloney

In his role as CFO, Sebastien has executive responsibility for all aspects of finance, including the production of management and statutory accounts, financial planning and analysis, corporate finance, treasury operations, capital markets activities, and asset/liability management. He previously held senior roles at Merrill Lynch, GMAC-RFC and Morgan Stanley, working in a range of roles focusing on portfolio valuation analytics, financial planning and liability management through to mortgage securitisation structuring and sales.

Chief Executive Officer

Ian Lonergan

Chief Executive Officer

Ian Lonergan

As CEO and co-founder of the business, Ian leads the senior team and is responsible for delivering the Group strategy, ensuring risk management is a core focus and setting the values and standards to which employees work. He has over 20 years of experience in financial services, focusing mainly on strategy, financial analysis and management functions. Ian qualified as a Chartered Accountant with Ernst & Young where he worked in the Financial Services Practice as both an auditor and a management consultant in Europe and the Asia Pacific region.

Chief Risk Officer

Peter Elcock

Chief Risk Officer

Peter Elcock

Peter is responsible for the risk, legal and compliance teams. He has over 38 years of experience in financial services, having held a number of senior positions in financial institutions, including 27 years at Barclays plc in a variety of roles and most latterly at director level leading risk management strategy and change. He also held the role of Chief Risk Officer at Coventry Building Society.

Managing Director

Alan Cleary

Managing Director

Alan Cleary

As Managing Director at Precise Mortgages, and a co-founder of the business, Alan is responsible for product development, marketing, and mortgage originations.

Alan has worked in the mortgage industry for over 25 years. He was Head of Sales at BM Solutions from inception in 2001 to 2005 when he became Director of Halifax Intermediaries, the largest intermediary mortgage brand in the UK at the time.

Chief Operating Officer

John Nixon

Chief Operating Officer

John Nixon

As a co-founder of the business, John led the development and launch of Precise Mortgages’ origination platform and Exact’s mortgage servicing platform, ensuring these business units deliver compliant service excellence.

John has over 25 years financial services industry experience, including 17 years at HBOS group where he held the role of Director of Mortgage Operations at Birmingham Midshires and also Director of New Business at The Mortgage Business. He has a proven track record in defining step changes in mortgage processing and servicing strategies, along with IT platform delivery.

Director of Legal and Compliance

Philip Horsfield

Director of Legal and Compliance

Philip Horsfield

Philip has over 31 years’ experience in the financial services industry and joined Charter Court in 2010 as Director of Legal and Compliance. He spent 21 years in the building society sector before becoming director of Legal & Compliance for the Advantage business at Morgan Stanley. Philip is a qualified solicitor and holds a Masters degree in Business Administration from the University of Nottingham.

Disclosure committee terms of reference