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 Audit committee is a committee of the board and its responsibilities include:

  • reviewing and monitoring the integrity of the Group’s annual and interim financial statements
  • reviewing the effectiveness of the Group’s internal control and review function
  • reviewing the effectiveness of the external audit process
  • advising on the appointment of and overseeing the Group’s relationship with external auditors
  • reviewing and monitoring the extent of the non-audit work undertaken by the Group’s external auditors
Members

The Audit committee comprises three independent non-executive directors.

Independent Non-Executive Director

Rajan Kapoor, committee chairman

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

Timothy Brooke

Independent Non-Executive Director

Tim Brooke

Tim combines significant experience in UK-based regulated retail deposit-taking businesses with a sound knowledge of the regulatory environment, and is particularly skilled and experienced in governance, risk management and audit. He was a partner at Pricewaterhouse Coopers LLP and has held senior positions in global financial institutions. Tim chairs a number of board committees and is responsible for overseeing the group’s internal audit function.

Independent Non-Executive Director

Ian Ward

Independent Non-Executive Director

Ian Ward

Ian held the position of Chief Executive Officer for Leeds Building Society for 16 years. As a non-executive director, he brings a wealth of experience to the group and is responsible for overseeing the Savings proposition. Ian has considerable experience in non-executive roles including his current appointments at Newcastle Building Society and Harrogate & District NHS Foundation Trust.

The Audit committee meets at least three times in a reporting and audit cycle.

Appointments to the Audit committee are made by the Board, on recommendation by the Nomination committee for a period of up to three years and may be extended for no more than two further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership. The executive management of the Group, the external auditors and the internal auditors are required to attend the meetings of the committee. The Audit committee also meets at least once in a reporting and audit cycle with the Group’s external and internal auditors without management present.

Audit committee terms of reference

Risk committee

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

  • 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
Members

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

Independent Non-Executive Director

Timothy Brooke, committee chairman

Independent Non-Executive Director

Tim Brooke

Tim combines significant experience in UK-based regulated retail deposit-taking businesses with a sound knowledge of the regulatory environment, and is particularly skilled and experienced in governance, risk management and audit. He was a partner at Pricewaterhouse Coopers LLP and has held senior positions in global financial institutions. Tim chairs a number of board committees and is responsible for overseeing the group’s internal audit function.

Independent Non-Executive Director

Ian Ward

Independent Non-Executive Director

Ian Ward

Ian held the position of Chief Executive Officer for Leeds Building Society for 16 years. As a non-executive director, he brings a wealth of experience to the group and is responsible for overseeing the Savings proposition. Ian has considerable experience in non-executive roles including his current appointments at Newcastle Building Society and Harrogate & District NHS Foundation Trust.

Senior Independent Non-Executive Director

Noël Harwerth

Senior Independent Non-Executive Director

Noël Harwerth

Noël has held a number of senior roles across a variety of sectors during her career. She is currently Chairman of the UK Export Finance agency, serves on the board of the UK Department of International Trade, and is appointed Non-Executive Director to the boards of Standard Life plc, The London Metal Exchange, and Sirius Minerals. She serves as a Senior Independent Director on the board of CHAPS Clearing Company Ltd, is a member of the International Women’s Forum, and is also Chairman of the UK Chapter of Women Corporate Directors.

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.

The Risk committee meets at least four times a year, and more frequently if required.

Risk committee terms of reference

Remuneration committee

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

  • assisting the Board in determining its responsibilities in relation to remuneration
  • making recommendations to the Board on the Company’s policy on executive remuneration
  • determining the individual remuneration and benefits packages of each of the Executive Directors and the Company Secretary
  • ensuring compliance with the UK Corporate Governance Code in relation to remuneration wherever possible
Members

The Remuneration committee comprises four independent non-executive directors.

Independent Non-Executive Director

Ian Ward, committee Chairman

Independent Non-Executive Director

Ian Ward

Ian held the position of Chief Executive Officer for Leeds Building Society for 16 years. As a non-executive director, he brings a wealth of experience to the group and is responsible for overseeing the Savings proposition. Ian has considerable experience in non-executive roles including his current appointments at Newcastle Building Society and Harrogate & District NHS Foundation Trust.

Senior Independent Non-Executive Director

Noël Harwerth

Senior Independent Non-Executive Director

Noël Harwerth

Noël has held a number of senior roles across a variety of sectors during her career. She is currently Chairman of the UK Export Finance agency, serves on the board of the UK Department of International Trade, and is appointed Non-Executive Director to the boards of Standard Life plc, The London Metal Exchange, and Sirius Minerals. She serves as a Senior Independent Director on the board of CHAPS Clearing Company Ltd, is a member of the International Women’s Forum, and is also Chairman of the UK Chapter of Women Corporate Directors.

Independent Non-Executive Director

Timothy Brooke

Independent Non-Executive Director

Tim Brooke

Tim combines significant experience in UK-based regulated retail deposit-taking businesses with a sound knowledge of the regulatory environment, and is particularly skilled and experienced in governance, risk management and audit. He was a partner at Pricewaterhouse Coopers LLP and has held senior positions in global financial institutions. Tim chairs a number of board committees and is responsible for overseeing the group’s internal audit function.

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.

The Remuneration committee meets at least twice a year.

Appointments to the Remuneration committee will be made by the Board, on recommendation by the Nomination committee. Appointments to the Remuneration committee are made for a period of up to three years, which may be extended for no more than two further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership.

Remuneration committee terms of reference

Nomination committee

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

  • providing a formal, rigorous and transparent procedure for the appointment of new directors to the Board and its committees
  • identifying and nominating candidates to fill Board vacancies
  • evaluating the structure and composition of the Board regarding balance of skills, board diversity, knowledge and experience, and making recommendations accordingly
  • reviewing the time requirements of non-executive directors
  • succession planning
  • reviewing the leadership of the Group
Members

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

Independent Non-Executive Director

Ian Ward, committee Chairman

Independent Non-Executive Director

Ian Ward

Ian held the position of Chief Executive Officer for Leeds Building Society for 16 years. As a non-executive director, he brings a wealth of experience to the group and is responsible for overseeing the Savings proposition. Ian has considerable experience in non-executive roles including his current appointments at Newcastle Building Society and Harrogate & District NHS Foundation Trust.

Senior Independent Non-Executive Director

Noël Harwerth

Senior Independent Non-Executive Director

Noël Harwerth

Noël has held a number of senior roles across a variety of sectors during her career. She is currently Chairman of the UK Export Finance agency, serves on the board of the UK Department of International Trade, and is appointed Non-Executive Director to the boards of Standard Life plc, The London Metal Exchange, and Sirius Minerals. She serves as a Senior Independent Director on the board of CHAPS Clearing Company Ltd, is a member of the International Women’s Forum, and is also Chairman of the UK Chapter of Women Corporate Directors.

Chairman

Sir Malcolm Williamson

Sir Malcolm’s career in the financial services sector includes extensive and varied experience at non-executive, executive, Chairman and Senior Independent Director level. Previous appointments include the likes of AVIVA PLC, National Australia Bank and JP Morgan Cazenove, while he currently serves as Chairman on the board of Newday Group Limited, The Governing Council of the Centre for the Study of Financial Innovation, and the Board of Trustees of Youth Business International.

The Nomination committee meets not less than twice a year.

Appointments to the Nomination committee are made by the Board for a period of up to three years, which may be extended for further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership.

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, committee Chairman

Chief Financial Officer

Sebastien Maloney

Sebastien is one of the co-founders of the business. In his role as CFO he has executive responsibility for all aspects of finance, including production of management and statutory accounts, external audits, 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.

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 strategy, ensuring risk management is a core focus, and setting the values and standards to which employees work. He has over 20 years experience in financial services, focusing mainly on strategy, financial analysis and risk management. Ian qualified as a Chartered Accountant with Ernst & Young where he worked in the Financial Services Practice as both auditor and management consultant in both Europe and Asia Pacific regions.

Chief Risk Officer

Peter Elcock

Chief Risk Officer

Peter Elcock

Peter is responsible for the risk, legal and compliance teams and has over 37 years’ experience in financial services, the majority of which was with Barclays. Prior to joining Charter Savings Bank, he was the Chief Risk Officer for Coventry Building Society. Peter is an Associate of the Chartered Institute of Bankers and holds a Finance Degree and a Masters in Business Administration.

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