Governance

Corporate governance report

Bradford & Bingley is committed to high standards of corporate governance in its business.

The Directors are pleased to report that, throughout the year ended 31 December 2007, the Company complied with the provisions of the Combined Code. This Corporate Governance Report, coupled with the Directors' Remuneration Report, explains how the Company has applied the governance principles set out in the Code.

The Board

During the year, the Directors satisfied the main and supporting principles and provisions of the Code by the following actions, procedures and policies:

The Board met ten times during the year. This included two meetings primarily devoted to strategic matters. In addition, the Chairman held one meeting with the Nonexecutive Directors without the Executive Directors being present. One meeting of the Non-executive Directors, chaired by the Senior Independent Director, was also held without the Chairman present in order to review the Chairman's performance.
As a matter of policy, the roles of Chairman and Group Chief Executive are distinct and the offices are held by different people (Rod Kent and Steven Crawshaw respectively). The role of each is recorded in writing and has been agreed by the Board.
During the year the constitution of the Board satisfied the Code at all times. At the end of the year the Board consisted of a Non-executive Chairman, five independent Non-executive Directors and five Executive Directors. The independent Non-executive Directors bring wide experience from varied backgrounds to the workings of the Board and the Board considers that all independent directors meet the independence criteria set out in the Code.
The recognised Senior Independent Director, until the end of September 2007, was George Cox. Nicholas Cosh took over as Senior Independent Director from 1 October 2007.
The purpose of the Board is to govern the Group's strategic direction, supervise its operational management and define and monitor acceptable risk parameters for the Group. The Board has adopted a structure of mandates, granted to individuals and committees throughout the Group, whilst retaining specified matters for its exclusive decision. The specified matters include the approval of annual budgets, approval of interim and annual financial statements, the approval of recommendations in connection with the payment of dividends, approval of corporate governance arrangements, the approval of the Group's strategic direction and the approval of various policies to be adopted by the Group. The mandate structure enables authorised individuals to approve levels of expenditure and commit to contracts or other agreements in the normal course of business.
The Board reviews its constitution every year and during 2007 the Chairman took the lead role in the evaluation of the performance of the Board, the principal committees and the performance and commitment of each Director. The process included questionnaires, one-to-one interviews with the Chairman and a full discussion at a Board Meeting. Nicholas Cosh, the Senior Independent Director, led the Non-executive Directors in the evaluation of the Chairman.
All Directors are subject to election by shareholders at the first AGM after their appointment by the Board and each Director is subject to re-appointment every three years, in accordance with the Articles of Association. Rod Kent, Nicholas Cosh and Steven Crawshaw will retire by rotation at the AGM in 2008 and offer themselves for re-appointment by shareholders, under the terms of the Articles of Association. Michael Buckley, Roger Hattam and Mark Stevens were appointed since the last AGM and will seek re-appointment at the AGM, in accordance with the Articles of Association. As part of the evaluation process, these re-appointments were considered by the Nominations Committee, which recommended to the Board that the performance of the existing individuals concerned was effective and their commitment exemplary. The new appointees were considered to be valuable additions to the Board who would contribute considerable experience of the mortgage business and the financial services sector to Board discussions. In light of his length of service on the Board, Nicholas Cosh is seeking re-appointment for one year only. This will allow the Board time to seek an appropriate replacement Non-executive Director, whilst maintaining continuity to ensure the smooth operation of the Board. Further information about the recommended re-appointments is included in the Notice of the AGM.
External and internal training is available to all Directors as required. A number of Nonexecutive Directors undertook visits to operational locations and branches, to enhance their understanding of the Group. Throughout their period in office, all Directors are updated on Group business, the competitive and regulatory environment in which it operates and other changes as they occur, via presentations at Board or committee meetings. During 2007, a programme of briefings and training on the implications of Basel II, the Companies Act 2006 and "Treating Customers Fairly" were arranged for the Board.
All Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are observed. The Company Secretary also assists the Chairman in facilitating the Directors' training. Directors are also able to take independent professional advice at the Company's expense.