To assist the Board and make sure we have independent oversight of our internal controls and risk management, the Board delegates certain responsibilities to six principal committees.

These are the:

  • Remuneration Committee
  • Audit Committee
  • Nomination Committee
  • Group Risk Committee
  • Disclosure Committee
  • Customer, Culture and Ethics Committee

Remuneration Committee

This committee is focused on setting and approving the renumeration policies, including annual bonus rules, malus and clawbacks, and pension arrangements. You can find more detail in the terms of reference for this committee.

I am pleased to present the report of the Group Remuneration Committee which explains how we have engaged positively with our investors during 2019. As a result, we have enhanced our reward framework to strengthen the links with performance, our strategic agenda, underlying Blueprint behaviours and cultural transformation. We have also introduced a post-employment Share Ownership Requirement policy. This enhanced framework will continue to be applied in 2020 and beyond.”

Andrea Blance

Members

 

Chairman Andrea Blance Senior Independent Director
Angela Knight Independent Non-Executive Director 
Graham Lindsay Independent Non-Executive Director
Margot James Independent Non-Executive Director

Remuneration Committee’s terms of reference

Audit Committee

The Audit Committee has oversight of PFG as a whole and, unless required by regulation, will carry out their duties for the Group and all the subsidiary businesses.

The Audit Committee provides oversight of the financial reporting and disclosure process so shareholders can have confidence in the integrity of our financial results, the quality of our audit process and the efficacy of our system of internal controls.”

Paul Hewitt

Members

 

Chairman Paul Hewitt Independent Non-Executive Director
Andrea Blance Senior Independent Director 
Angela Knight Independent Non-Executive Director

Audit Committee’s terms of reference

Nomination Committee

Among other things, this committee annually reviews the directors’ skills matrix to make sure it reflects the skills PFG needs from its most senior leaders. All the duties of the committee can be found here

The Board has been strengthened and the Nomination Committee can now continue to focus on overseeing Board and senior management composition so it is optimised to deliver for our customers, shareholders and other stakeholders.”

Patrick Snowball

Members

 

Chairman Patrick Snowball Chairman
Andrea Blance Senior Independent Director 
Angela Knight Independent Non-Executive Director
Elizabeth Chambers Independent Non-Executive Director
Paul Hewitt Independent Non-Executive Director
Robert East Independent Non-Executive Director and Chairman of Vanquis
Graham Lindsay Independent Non-Executive Director
Margot James Independent Non-Executive Director

Nomination Committee’s terms of reference

Group Risk Committee

This committee reviews PFG’s overall risk assessment processes that inform the Board’s decision-making, ensuring both qualitative and quantitative metrics are used in the robust assessment of emerging and principal risks.

The Group Risk Committee assists the Board by taking an active role in defining risk appetite, and monitoring the risk management and internal control systems across PFG.

As the Risk Committee Chairman, I am pleased to report on the committee’s work and achievements in 2020. This has been a year that has seen the committee adopt a more forward-looking and proactive approach to the assessment and management of risk across the Group, providing a solid basis upon which PFG can achieve its strategy.”

Angela Knight

Members

 

Chairman Angela Knight Independent Non-Executive Director 
Elizabeth Chambers Independent Non-Executive Director 
Paul Hewitt Independent Non-Executive Director

Group Risk Committee’s terms of reference

Disclosure Committee

The Committee is responsible for ensuring the Company complies with the EU Market Abuse Regulations, the FCA’s Disclosure Guidance and Transparency Rules, and the Listing Rules. In effect, it has to decide what company information is deemed market sensitive or not, and if so, when it needs to be disclosed to the stock market.

The Committee is responsible for ensuring the Company complies with the EU Market Abuse Regulations, the FCA’s Disclosure Guidance and Transparency Rules, and the Listing Rules. In effect, it has to decide what company information is deemed market sensitive or not, and if so, when it needs to be disclosed to the stock market."

Malcolm Le May

Members

 

Chairman Malcolm Le May Chief Executive Officer
Neeraj Kapur Chief Finance Officer

Disclosure Committee’s terms of reference

Customer, Culture and Ethics Committee

Established in 2019, the Customer, Culture and Ethics Committee plays a key role in providing oversight to our corporate responsibility agenda. Among other things, the committee oversees how PFG is embedding its Blueprint and Purpose, and assesses how effective the business is in delivering its agenda in accordance with the Blueprint. You can read more in the committee’s terms of reference document.

During the year, the Customer, Culture and Ethics Committee reviewed the sources of assurance the Board receives that workforce policies and practices are aligned with our Blueprint.”

Graham Lindsay

Members

 

Chairman Graham Lindsay Independent Non-Executive Director
Robert East Independent Non-Executive Director and Chairman of Vanquis
Elizabeth Chambers Independent Non-Executive Director
Margot James Independent Non-Executive Director

Customer, Culture and Ethics Committee's terms of reference

Performance evaluation

We evaluate the performance of our Board each year. The Chairman is responsible for this evaluation. We adhere to the UK Corporate Governance Code and make sure an external evaluation is carried out every three years. This external evaluation, next due in 2021, questions the different aspects of how the Board operates, how the members and committees conduct themselves, and the performance of the individual directors.

Our Board reviews the evaluation and, in the event any issues are brought to light, proposals are drawn up to tackle them. The performance of the Chairman is also reviewed on a yearly basis. The Senior Independent Director carries out this review. 

Internal controls

It’s important PFG and our divisions maintain consistent control and risk management systems. Our Group Risk Committee reviews the assessment of these risks and the associated frameworks. We are consistent in our approach to risk across PFG because we understand inconsistencies can have a significant impact on the Group’s ability to achieve its objectives.

Risk owners are identified and given responsibilities to make sure actions are implemented with appropriate review dates. Risk Registers are reviewed by our Risk Advisory Group and these are updated each quarter. The Group Risk Committee is responsible for monitoring the key metrics identified by the divisions and the Group to make sure, in particular, customer outcomes remain central to the Group’s risk management programme.

Executive Committee

The Executive Committee normally meets at least once a week, and more frequently as required, and supervises the boards of its principle operating divisions and manages the running of the group, other than those matters reserved to the board and those specifically assigned to the other four committees. There is a formal schedule of matters reserved to it for decision as included with the committee's Terms of Reference.

Members

 

Chairman Malcolm Le May  Group Chief Executive Officer
Deputy Chairman    Neeraj Kapur Group Chief Finance Officer
David Shrimpton Managing Director, Moneybarn
Neil Chandler Managing Director, Vanquis Bank
Hamish Paton Managing Director, Consumer Credit Division
Charley Davies General Counsel & Company Secretary
David Rutherford Group Chief Risk Officer
Clive Whincup Group Chief Information Officer
Richard King Group Corporate Communications Director
Cheryl Ball Group Human Resources Director
Gareth Cronin Chief Internal Auditor

Executive Committee’s terms of reference

Terms of reference