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Corporate Governance

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Introduction

Aldermore Group PLC (the “Company”, and together with its operating subsidiaries Aldermore Bank PLC and MotoNovo Finance Limited, the “Group”) is a wholly-owned subsidiary of FirstRand International Limited (the "Parent Company"), which is part of the FirstRand Group.

Following the acquisition of the Company by the Parent Company, Pat Butler was appointed Chairman, effective 15th March 2018.

Aldermore Bank PLC (the “Bank”) is a wholly-owned operating subsidiary of the Company and it transacts the Group’s banking business. It is authorised by the PRA and regulated by the FCA and the PRA. The Board of the Bank mirrors that of the Company and comprises the same Directors. The Boards of the Company and Bank generally meet concurrently.

The following sections provide details of the role and composition of the Board, its Committees and other key individuals and committees.

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Board and Committee structure

The Board is committed to the highest standards of corporate governance and best practice. The Board recognises that effective governance is key to the implementation of our strategy for our shareholder and wider stakeholders. Aldermore Group has applied the Wates Corporate Governance Principles for Large Private Companies for its financial year ended 30 June 2023. The Board has delegated a number of its responsibilities to Board Committees, which utilise the expertise and experience of their members to examine subjects in detail and make recommendations to the Board where required. This delegation allows the Board to focus more of its time on strategic and other broader matters. The Chairs of the Board Committees provide the Board with a verbal update on matters discussed at each meeting, and Board Committee minutes are made available to the whole Board through a secure online system.

 

In late 2021, the Group commenced a refresh of its strategy and blueprint, as well as a reshape of its business model in order to build its capabilities and achieve its growth targets. To support this, structural changes were made to both customer-facing divisions and Group support functions, alongside a number of changes to the Executive Committee. As a result, the executive governance framework was updated in September 2022 to ensure effective corporate governance across both strategic and BAU activity; executive committees now consist of the Executive Committee, Executive Risk Committee, Asset & Liability Committee, Customer & Conduct Committee, Executive Trading Committee, Executive Credit Committee, Executive Data Committee and Regulatory Reporting Governance Committee. There is appropriate upwards alignment with Board committees and regular updates are provided to the Board through these channels.

Additional information

Corporate Governance and Nomination Committee

  • The Corporate Governance and Nomination Committee (the “Nomination Committee”) is composed of a majority of Independent Non-Executive Directors and is chaired by the Chairman
  • Regular attendees at meetings of the Nomination Committee include the CEO and Company Secretary
  • The Nomination Committee’s key roles are to oversee the Board’s governance arrangements and to ensure these are consistent with best practice standards; and to review the composition and effectiveness of the Board to support planning for its progressive refreshing
  • The Nomination Committee’s terms of reference are reviewed annually

 

Audit Committee

  • The Audit Committee is composed of four Independent Non-Executive Directors
  • Regular attendees at the Audit Committee include the CEO, CFO, CRO, Group Internal Audit Director, Director of Finance, representatives from the Group’s external auditor and the Company Secretary
  • The Audit Committee has at least one member with recent and relevant financial experience, the Board is satisfied that John Hitchins meets these requirements, being a qualified chartered accountant with extensive financial and audit experience
  • The Audit Committee’s key role is to review the integrity of the financial reporting for the Group and to oversee the effectiveness of the internal control systems and work of the internal and external auditors
  • The Audit Committee’s terms of reference are reviewed annually

 

Risk Committee

  • The Risk Committee is composed of a majority of Independent Non-Executive Directors
  • Regular attendees at meetings of the Risk Committee include the CRO, CEO, CFO, Business Managing Directors, Group Internal Audit Director, Company Secretary and representatives from the Group’s external auditor
  • The Risk Committee’s key role is to provide oversight of and advice to the Board on the current risk exposures and future risk strategy of the Group, including the development and implementation of the Group’s Risk Management Framework and for ensuring compliance with the Group’s approved risk appetite
  • The Risk Committee’s terms of reference are reviewed annually

 

Remuneration Committee

  • The Remuneration Committee is composed of a majority of Independent Non-Executive Directors, one of whom is the Chairman.
  • Regular attendees at meetings of the Remuneration Committee include the CEO, Chief People and Transformation Officer, the People Director, the Head of Reward, Company Secretary and FIT Remuneration Consultants LLP (who provide independent remuneration consultancy services)
  • The Remuneration Committee’s key role is to set the remuneration policy and individual terms for the Executive Directors, Chairman and other members of the Senior Leadership Team
  • Remuneration for the Non-Executive Directors is determined by the Board of Directors
  • No Director or members of the Senior Leadership Team are involved in any decisions as to their own remuneration
  • The Remuneration Committee’s terms of reference are reviewed annually

The effectiveness of the Board and its committees is formally evaluated on an annual basis by means of completion of a self-assessment questionnaire by each Board member. The process is led by the Chair together with the Senior Independent Director (‘SID’). The SID holds one-to-one meetings with directors, discussing their feedback on the questionnaire receiving additional feedback including regarding to the effectiveness of the Chair. Additionally, members of the Group’s Executive Committee are invited to complete the questionnaire. Findings from the review are shared with the Board and progress against recommendations arising are monitored by the Board.

The Corporate Governance and Nomination Committee held a discussion on the effectiveness and composition of the Board and its committees during 2023 and was satisfied that they remain effective and that the directors continue to demonstrate commitment to their roles.

Introduction

Aldermore Group backs people to go for it, in life and business. We champion equality by supporting the exceptions to the rule and getting finance to where it’s needed by lending the money people save with us, to people who want to get on in life; building businesses, buying property and purchasing vehicles. Aldermore Group consists of two operating companies, Aldermore Bank PLC and MotoNovo Finance Limited.  Aldermore Bank provides finance to business owners, homeowners and landlords, and supports savers.  It operates exclusively online, by phone and through networks. MotoNovo Finance helps people buy their next car, van or motorcycle. 

Aldermore Group is part of FirstRand Group, the largest financial services group in Africa by market capitalisation. This tax strategy applies to the Aldermore Group, excluding FirstRand UK whose tax strategy can be found on their website:    

https://firstrand.frontify.com/share/8GdeoKeERegm2D78bRLp/assets/301631

Aldermore Group is committed to full compliance with our statutory obligations and full disclosure to the tax authorities. Our tax strategy aligns with the principles set out in our tax risk management framework and adopted by the Board, through which we seek to pay the right amount of tax at the right time. The Aldermore Group is guided by the same principles as those which apply to FirstRand and is consistent with FirstRand’s Tax Strategy.

FirstRand Tax Strategy

As part of the FirstRand group, the Aldermore Group strategy is consistent with the wider group’s objectives. FirstRand commits to building a future of shared prosperity through enriching the lives of its customers, employees and the societies it serves. This objective will preserve the group’s enduring promise to create long-term value and superior returns for its shareholders. FirstRand’s tax strategy is aligned to its purpose statement and commits to complying with the spirit as well as the letter of all applicable taxation laws in the jurisdictions in which it operates and full compliance with its statutory obligations.

FirstRand is committed to being responsible and accountable in managing tax risk. The group’s tax strategy considers the economic and social impacts of its approach to tax, including the sustainable economic development of the jurisdictions in which it operates.

Tax risk appetite

Effective risk management is paramount for Aldermore Group and underpins our business strategy. Our appetite for tax risk is determined by the Board and set out in our tax risk management framework.

The tax risk appetite statement is to ensure the Aldermore Group acts in a reputable way and maintains sufficient controls at all times in respect of tax governance, reporting and planning, taking into account the interests of customers, HMRC, regulators and shareholders.

The core objectives of the Aldermore Group in relation to tax include:

  • A clearly understood, communicated and supported strategy;
  • Full compliance;
  • Paying the appropriate amount of tax at the appropriate time; and
  • To maintain the Group’s reputation as a fair contributor to the UK economy, which applies tax rules in good faith and in the spirit they are intended.

These objectives reflect our open and transparent approach to our tax obligations and are also reflected in the products and services we offer our customers.

Risk management and governance arrangements in relation to UK taxation

Ultimate responsibility for the Aldermore Group’s tax affairs rests with the Board of Aldermore Group PLC and is delegated to the Audit Committee and the Chief Financial Officer, supported by the Head of Tax.

Our business model is focused on the UK where our customers and operations are largely established. This reduces the complexity of our tax obligations which arise mainly in the UK. The broad range of our tax obligations and the complexity of tax law with which we are required to comply, give rise to occasional uncertainty in our tax liabilities. Tax risk is defined as non-compliance with these obligations, including inaccurate or late reporting which could lead to penalties, additional tax charges and reputational damage.

Aldermore Group has implemented a Risk Management Framework which refers to the processes of identifying, managing, monitoring and reporting the risks to which the Group is exposed. The Risk Management Framework is adopted by the Board and supported by supplemental frameworks, policies, processes and procedures of which the tax risk management framework is one. These combine to ensure that risks are managed in a manner which is appropriate to the size and nature of the Aldermore Group’s operations.

Our tax risk management framework sets out the comprehensive principles of tax governance and tax risk management to be adhered to in managing our tax affairs, including how tax risk is identified, monitored and reported.

The Aldermore Group seeks to minimise the level of tax risk through the processes which could materially affect its tax compliance obligations. Key risks are monitored and, where required by legislative and business developments, changes to processes and controls effected.  External tax advisers are used where necessary to support interpretation and implementation in accordance with our low risk approach.

Aldermore Group’s attitude to tax planning

We adhere to the principle that commercial activity should underpin any tax planning. We do not endorse activities that are clearly artificial and have no commercial purpose, or whose tax results clearly differ in outcome to the intentions of Parliament.  We do not enter into abusive tax planning arrangements. We conduct transactions between FirstRand group companies on an arm’s-length basis and in accordance with the current OECD (Organisation for Economic Co-Operation and Development) principles.

Our low risk tax strategy is consistent with our adoption of HMRC’s Code of Practice on Taxation for Banks and any tax planning is, and will be, done in accordance with the Code.

We do offer tax advantaged products, such as ISAs, where the tax treatment of such products is clearly aligned with the intentions of Parliament and the law. We do not tolerate tax evasion or promote aggressive tax planning arrangements to our customers.

Our approach to the taxation of our employee remuneration is to meet all our tax payment and reporting obligations in a full and timely manner.

Aldermore Group’s approach to its dealings with HMRC

Aldermore Group seeks to maintain its low risk assessment through the straightforward and transparent conduct of its tax affairs with HMRC. We value and maintain an open and constructive relationship with HMRC. When submitting tax computations to HMRC, we disclose all relevant facts, transactions or issues.  We enjoy regular dialogue and meetings with our HMRC representatives on current, historic and future tax matters and deal with any issues in real time in a co-operative manner to achieve certainty and efficiency for us and for HMRC.

We consider that the above statement complies with Aldermore Group’s obligation under para 19(2) Sch 19 Finance Act 2016 for the accounting period ended 30 June 2026.

Board Diversity

Aldermore gives significant importance to diversity and inclusion and strives to achieve Board diversity in the broadest sense. We recognise that our success, competitiveness and ability to understand the needs of its customers are dependent upon its ability to embrace the benefits of diversity in the boardroom. The Board currently includes two female members. A copy of the latest Board Diversity Policy can be found here.

Diversity in the workplace

The Group is committed to equal opportunities for all its people, irrespective of gender, race, colour, age, disability, sexual orientation or marital or civil partner status. We know, first hand, greater diversity contributes to a positive culture and see the benefits every day in how we interact with each other, as well as how we engage customers. There are four networks in operation to lead our diversity work – BAME, Inspiring future female leaders, Mental health and LGBT+. These groups organise a number of activities across the Bank including events to engage all employees with International Women’s Day and mental health awareness.

Women in Finance Charter

The Group is a signatory to the HM Treasury Women in Finance Charter, and sees gender representation as an integral part of its Diversity and Inclusion agenda. Therefore, we have reported annually on Diversity and Inclusion that includes our Gender Pay achievements. See our Women in Finance and Gender Pay Gap disclosure here for more information.

Mindful Business Charter

The Group is also a signatory to the Mindful Business Charter, which focuses on removing unnecessary sources of stress and promoting better mental health and wellbeing in the workplace. See the detailed Charter here for more information.