An overview of the corporate governance of Lloyds Banking Group.

Achieving long term success by being the best bank for customers and generating sustainable returns

The Board is committed to achieving long term success for the Company by being the best bank for customers and generating stable and sustainable returns for shareholders. Fundamental to the Board’s strategy are high standards of corporate governance, in particular, those laid down in the Financial Reporting Council’s UK Corporate Governance Code. The Group aims to comply with all main principles of the UK Corporate Governance Code, which is available at www.frc.org.uk. A summary of the Group's compliance with the UK Corporate Governance Code during 2019 can be found in the Annual Report and Accounts

Board committees

Memorandum and articles of association

The Board of Directors

The Group is led by a Board comprising a Non-Executive Chair, independent Non-Executive Directors and Executive Directors. The Board is collectively responsible for the long term success of the Company.

It achieves this by setting the strategy and overseeing delivery against it, establishing the culture, values and standards of the Group, setting risk appetite and ensuring that the Group manages risk effectively, monitoring financial performance and reporting and ensuring that appropriate and effective succession planning arrangements and remuneration policies are in place.


The Board has delegated to management the power to make decisions on operational matters, including those relating to credit, liquidity and market risk, within an agreed framework.

The roles of the Chair, the Group Chief Executive and the Board and its governance arrangements, including the schedule of matters specifically reserved to the Board for decision, are reviewed annually.

All Directors have access to the services of the Company Secretary, and independent professional advice is available to the Directors at the Group’s expense.


Leadership roles

There is a clear division of responsibilities at the head of the Company which is documented in the Group's Corporate Governance Framework.

The Chair has overall responsibility for the leadership of the Board, the Senior Independent Director provides a sounding board for the Chair and serves as an intermediary for the other directors where necessary, and the Group Chief Executive manages and leads the business.

Appointment and Induction of Directors

Directors are appointed by the Board and stand for election by the shareholders at the first annual general meeting following their appointment. At each annual general meeting thereafter, Directors must retire, and may stand for re-election by the shareholders. Independent Non-Executive Directors are appointed on a rolling 12 month basis, which may, in accordance with the articles of association of the Company, be terminated without notice or payment of compensation.


There is an extensive induction programme for all new Directors, which is tailored by the Chair to the individual needs of the Director having regard to their specific role on the Board and their skills and experience to date.

Regular refresher training and information sessions to address current business or emerging issues are arranged as appropriate.

Further information is set out in the Annual Report and Accounts.

Board Effectiveness

The Chair of the Board leads the rolling review of the Board’s effectiveness and that of its Committees and individual Directors with the support of the Nomination & Governance Committee, which he also chairs. 
 

The annual evaluation, which is facilitated externally at least once every three years, provides an opportunity to consider ways of identifying greater efficiencies, maximising strengths and highlighting areas for further development. The Chair's performance is evaluated by the Non-Executive Directors, led by the Senior Independent Director, taking account of the views of Executive Directors.

Details of the most recent Board Evaluation can be found within the Annual Report and Accounts

Shareholders

In order to develop an understanding of the views of major shareholders, the Board receives regular reports from the Chief Financial Officer and the Group Investor Relations Director.
 

The Chair, the Group Chief Executive and the Chief Financial Officer have regular meetings with representatives of major shareholders. The Chair of the Remuneration Committee also regularly meets the larger shareholders to listen to their views and discuss executive remuneration.

Directors are invited to attend investment analysts' and stockbrokers' briefings on the financial results events. All shareholders are encouraged to attend and participate in the Group's annual general meeting.

Further details of the Group’s corporate governance arrangements are contained within the Annual Report and Accounts

 


Board committees
 

The Board is supported by its Committees which make recommendations to the Board on matters delegated to them, in particular in relation to internal control, risk, financial reporting, governance and remuneration.

This enables the Board to spend a greater proportion of its time on strategic, forward looking agenda items. Each Committee comprises Non-Executive Directors only and is chaired by an experienced Chair. The Committee Chairs report to the Board on the activities of the Committee at each Board meeting.

Nomination and Governance Committee

Robin Budenberg

Robin Budenberg
Chair, Nomination and Governance Committee

 

Terms of reference

Audit Committee

Sarah Legg
Chair, Audit Committee

 

Terms of reference

Board Risk Committee

Catherine Woods

Catherine Woods
Chair, Board Risk Committee

Terms of reference

Remuneration Committee

Alan Dickinson
Chair, Remuneration Committee, held under temporary cover pending formal regulatory approval

 

Terms of reference

Responsible Business Committee

Amanda Mackenzie

Amanda Mackenzie OBE
Chair, Responsible Business Committee

 

Terms of reference

Memorandum and articles of association