Aldermore Group PLC ("the Company") is the parent company of the Aldermore Group, which comprises Aldermore Bank PLC and MotoNovo Finance Limited. The Group forms part of the wider FirstRand Group.
The Board is committed to maintaining high standards of corporate governance and recognises that effective governance is fundamental to the successful delivery of the Group's strategy and the creation of long-term sustainable value for its shareholder and wider stakeholders. The Board provides overall leadership of the Group, promotes its culture and values, and oversees the Group's strategy, governance framework and system of internal controls.
The Group has applied the Wates Corporate Governance Principles for Large Private Companies since their introduction in 2018.
To support effective governance across the Group, the Boards of Aldermore Group PLC and Aldermore Bank PLC comprise the same directors and meetings are held concurrently. The Board of MotoNovo Finance Limited comprises executive and independent non-executive directors, which operates within the Group's governance framework.
The Board has established a number of Board Committees and delegated specific responsibilities to them, enabling matters to be considered in greater detail while allowing the Board to focus on strategic direction and matters reserved for its decision. Committee Chairs provide regular updates to the Board, and committee papers and minutes are made available to all directors through a secure online portal.
Responsibility for the day-to-day management of the Group is delegated to the Chief Executive Officer, supported by the Executive Committee and a number of executive governance committees. These committees provide regular reporting and escalation to the relevant Board Committees and the Board, ensuring effective governance throughout the organisation.
The Board comprises executive and non-executive directors with a broad range of skills, experience and backgrounds across banking, financial services, risk, technology, governance and strategy.
The independent non-executive directors provide objective oversight, independent judgement and constructive challenge, supporting robust decision-making and effective governance.
The Board is committed to its ongoing development and effectiveness. Directors participate in an annual Board training programme, and the effectiveness of the Board and its committees is reviewed annually as part of the Group's commitment to continuous improvement.
The Board is supported by five principal committees operating under delegated authority and within clearly defined Terms of Reference. Together, these committees enable matters to be considered in greater detail while supporting effective decision-making by the Board.
The Audit Committee oversees the integrity of the Group's financial reporting, the effectiveness of internal controls, the work of Internal Audit and the relationship with the external auditor.
The Risk Committee oversees the Group's Risk Management Framework, Risk Appetite Framework and overall risk profile, advising the Board on current and emerging risks.
The Remuneration Committee oversees the Group's remuneration framework to ensure remuneration supports the Group's strategy, values and long-term sustainable success while promoting prudent risk-taking.
The Committee oversees Board composition, succession planning, Board effectiveness and the Group's broader corporate governance arrangements.
The Disclosure Committee supports the integrity of the Group's external reporting and disclosure obligations.
The Board and its committees are subject to an annual effectiveness review, reflecting the Board's commitment to continuous improvement and high standards of governance.
The Board periodically undertakes externally facilitated effectiveness evaluations to provide an independent assessment of its governance arrangements, Board dynamics and overall effectiveness. Recommendations arising from each evaluations are incorporated into the Board's ongoing programme of work and monitored by the Corporate Governance and Nomination Committee.
The Board recognises that diversity of thought, skills, experience and background strengthens Board effectiveness and supports better decision-making.
Diversity is an important consideration in Board succession planning, appointments and ongoing Board development. The Board has adopted the targets of the Hampton-Alexander Review and the Parker Review and continues to monitor progress against these objectives as part of its wider diversity and inclusion agenda.
Further information on Board diversity is included in the Group's Annual Report and Accounts.
The Board recognises the importance of effective engagement with the Group's stakeholders and considers their interests in its decision-making.
Customers remain central to the Group's purpose of ‘Backing more people to go for it in life and business’, with the Board receiving regular reporting on customer strategy, customer outcomes, product governance and Consumer Duty. The Board also considers the interests of colleagues, shareholders, regulators, suppliers, intermediary partners and the communities in which the Group operates as part of its governance and decision-making.
Further information on stakeholder engagement is provided in the Group's latest Annual Report and Accounts, including the Section 172 Statement.
The Group is committed to full compliance with its statutory tax obligations and publishes its UK Tax Strategy annually in accordance with Schedule 19 of the Finance Act 2016.
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