Terms of Reference Executive Risk and Governance Committee

Transcription

1 Terms of Reference Executive Risk and Governance 02/03

2 Contents 1. Purpose Membership Ownership Delegated Authority Key Responsibilities Matters Reserved Matters Delegated Relationship with Other s Escalation of Issues Decisions Inputs / Output Inputs Outputs Review... 5 Terms of Reference ERGC v February 2013 Page 2 of 5

3 1. Purpose Rule 67 of the Society s Rules permits the Society s Board of Directors ( the Board ) to delegate any of its powers, duties and discretions to the Managing Director (the Chief Executive Officer holds the position of Managing Director) or any other Officer or employee of the Society. The Board has used this power to delegate day-to-day operational authority to the Chief Executive Officer (CEO), subject to the schedule of matters reserved for the Board. The purpose of the Executive Risk and Governance (ERGC) is to support the CEO in addressing significant matters relating to risk, compliance, audit and apportionment by forming a risk management committee as mentioned in the FSA Handbook (SYSC G). The ERGC purpose includes deciding the associated recommendations to the Risk, Audit and Board. 2. Membership The ERGC will consist of the following members; Chair Chief Executive Officer Members Executive Board Directors and others as appointed by the Chief Executive Guest attendees will be invited to attend all or part of the ERGC meetings as required with Corporate Planning providing the facilitation services. 3. Ownership The Chair has responsibility for overseeing the performance of the ERGC. The facilitators will be Corporate Planning and Risk who will be responsible for all pre and post meeting agenda collation, together with tracking and, where necessary, following up any Actions arising. Minutes will be produced and circulated. 4. Delegated Authority The Board has delegated its responsibility to the Chief Executive and his direct reports, who include other Executive Directors, some of which are to be exercised as the ERGC. The Terms of Reference will be presented to the Board for approval. 5. Key Responsibilities The ERGC is responsible for making key decisions on operational and strategic execution and will act as the Executive escalation route for the resolution of significant issues related to risk, compliance, audit and apportionment as required. 5.1 Matters Reserved The ERGC retains responsibility for: Overseeing the establishment and maintenance of systems and controls to comply with FSA Handbook SYSC (a firm must take reasonable care to establish and maintain such systems and controls as are appropriate to the business); Terms of Reference ERGC v February 2013 Page 3 of 5

4 Review and monitor the aggregate risk position of the Society in the context of the Society s business performance, compliance with the Risk Strategy, risk appetite framework, Integrated Risk Management Framework, key risk strategies and policies, Internal Model (IM) governance strategies and policies and Own Risk and Solvency Assessment requirements; Reviewing the Compliance Function Annual Plan and progress reports, considering key compliance papers, issues and remedial actions as necessary; Reviewing the Annual Corporate Audit Plan and progress reports prior to submission to the Audit, considering key audit papers and remedial actions as necessary; Reviewing the Risk Function Annual Plan and progress reports prior to submission to the Risk, considering key risk papers and remedial actions as necessary; Considering any matters arising relating to External Audit including, but not limited to, plans, audits scheduled, actions arising and action progress/status reports; Approving unbudgeted expenditure up to 200,000 for the Society and its subsidiary companies with expenditure in excess of this amount requiring approval of the Board; Receiving management information on key regulatory requirements including conflicts of interest matters and where necessary ensuring that appropriate remedial action is taken to correct weaknesses in processes or standards; Determining the apportionment of significant responsibilities among the Society s directors and senior managers so that it is clear who has which of those responsibilities and that the business and affairs of the Society and its subsidiary companies can be adequately monitored and controlled by the directors, relevant senior managers and the Board; Considering changes to the organisation structure of the Society and its subsidiary companies and considering whether any change is necessary to the persons notified to the FSA as holding Controlled Functions (save for the Customer Functions which shall continue to be handled by Sales Operations, Investments and Human Resources); o At such point that an Approved Person (other than one filling a Customer Function) leaves the organisation, it is the responsibility of the Director (in the case of Senior Management), Chief Executive (in the case of the Executive team) and Chairman of the Board (in the case of Non-Executive Directors) to reallocate responsibility of the Controlled Function and to notify the o Note for apportionment matters those present must include the Chief Executive of the Company under discussion. Considering all key risk assessments, policies, strategies, recommendations and papers to be presented to the Risk, Audit and the Board relating to Risk, Compliance and Audit prior to such presentation; 5.2 Matters Delegated Sub-committees can be established to focus on or deliver specific activities as required. Terms of Reference ERGC v February 2013 Page 4 of 5

5 6. Relationship with Other s The ERGC will meet as required, usually monthly. Board With Profits s Chief Executive Officer Risk Audit Executive Strategy & Operations Risk & Governance 7. Escalation of Issues Matters agreed at the ERGC which require Risk, Audit or Board approval will be taken forward using the practice employed by the Society at that point. 8. Decisions In the absence of the Chair (or an alternative chair nominated in advance of a known absence at a particular meeting) the remaining members present shall elect one of themselves to be the chair of that specific meeting. In the event of prolonged absence of the Chair, the can revert to the Chairman of the Board for direction. Members may be represented by an alternate delegate. 9. Inputs / Output The following sections confirm the inputs and outputs of the ERGC meeting, which will be prepared and recorded in accordance with the Society s process which is current at that time. 9.1 Inputs Each ERGC meeting will require inputs in relation to the scope and remit of the meeting, as applicable: Minutes, Actions Log/Matters Arising of last meeting Risk Report Risk Governance Report Compliance Report Audit Report TCF MI Report Reports and proposals requiring Executive Risk and Governance attention 9.2 Outputs The outputs from the ERGC will be minutes, actions plus any papers and any agreed recommendations which are to be submitted to the Risk, Audit and Board. 10. Review Corporate Planning will review the Terms of Reference as necessary to review its appropriateness and membership. Any changes to the Terms of Reference will be presented to the Board for approval. Terms of Reference ERGC v February 2013 Page 5 of 5