GE Capital UK Limited (formerly GE Capital Bank Limited) is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. GE Capital UK Limited is on the Financial Conduct Authority Register under reference number 570794.
Having ceased all regulated activities, GE Capital UK Limited has applied to the Prudential Regulation Authority and the Financial Conduct Authority to cancel its regulatory permissions.
Our board of directors is the primary decision-making and management forum for GE Capital UK Limited (formerly GE Capital Bank Limited) (the “Company”) and its subsidiaries (which together comprise the “Group”). The Board consists of seven members:
Three executive directors (the chief executive officer, the chief financial officer and the chief risk officer).
One independent non-executive director who acts as chairperson.
Two independent non-executive directors.
One non-executive director who represents the Company’s shareholder.
Annually, the Board's responsibilities include (but are not limited to):
Setting and approving our annual and long-term strategic plan, budget and financial targets;
Approving our risk appetite (in consultation with our Risk Committee);
Reviewing our overall corporate governance arrangements and the performance of committees and individuals at board and senior management level;
Reviewing and approving its own terms of reference and the terms of reference for our Executive Committee, Audit Committee, Risk Committee and Remuneration and Nomination Committee;
Reviewing our Audit Committee's reports and approving significant changes in our accounting policies or practices;
Approving the appointment of reporting accountants as required by law;
Overseeing our operations and ensuring adequate internal control systems, accounting and records and compliance with legal and regulatory obligations;
Approving the policy governance framework under which our financial promotions are reviewed;
Approving our press releases;
Reviewing and approving disclosures in our annual financial statements; and
Reviewing and approving our Conflicts of Interests policy.
We require our board members to fulfil their role as the overseer of our governance arrangements in a manner consistent with their statutory duties and that pays due regard to the interests of shareholders, employees, customers, suppliers and the community.
The roles of chairperson and chief executive officer are held by two different people. Currently these positions are held by Noel Harwerth (chairperson) and Ilaria del Beato (chief executive officer) .
We have instituted a “Recruitment of Approved Persons Policy” (“RAPP”) which sets out the considerations when recruiting and appointing individuals to fulfil senior management and board level roles. The purpose of the policy is to ensure that such roles are filled by individuals with the expertise, experience and capacity required in an organisation and industry such as ours.
In accordance with the policy, we measure prospective candidates against the seven principles for "approved persons" set out in the APER sub-section of the FCA Handbook and the fit and proper test of FIT. Candidates are assessed against standards in three key areas:
Honesty, integrity and reputation
Competence and capability
We assess a candidate's competence and capability in the context of the position for which they wish to be considered.
Our Remuneration and Nomination Committee reviews and approves the RAPP on a periodic basis. The content of the RAPP is also considered by our Compliance team as part of its oversight and investigative work conducted for the purposes of the annual Compliance Monitoring Plan.
In order to align our strategy and actions with regulatory training and competence requirements, we have put in place a "Regulatory Compliance Awareness and Capability Policy" ("RCACP"). Our Compliance team is responsible for maintaining and operating the RCACP and regularly reviews and updates it to ensure its continued relevance.
All our employees (including approved persons and senior management) must participate in training at induction and on an ongoing basis that is aligned to the risk profile of our business (for example anti-money laundering and data privacy) and tailored both to our specific business activities and that individual's particular role with us.
Our Compliance team ensure a risk based mandatory compliance training plan is in place and is reviewed at least on an annual basis. The Compliance team work with the Company’s functions to monitor completion of the mandatory compliance training plan.
We are committed to ensuring that our Board members and senior management are able to commit sufficient time to perform their functions in an appropriate manner. Under the RAPP, we require applicants to disclose directorships currently (as well as historically) held in order that we are able to assess their suitability and capacity for the relevant role.
The competence and capability of our board members and senior management are assessed on an ongoing basis. We monitor such individuals’ capability in respect of the functions they perform through the oversight of the Board and our Remuneration and Nomination Committee. This oversight is structured to ensure that individuals’ capabilities are not compromised by overstretch. Consistent with this approach, we do not permit our executive directors to hold directorships outside the Group and our non-executive directors must disclose all positions held on an ongoing basis.
Our Remuneration and Nomination Committee is responsible for reviewing the performance of executive directors and others holding senior management positions.
The Committee's responsibilities include (but are not limited to):
Reviewing the structure, size and composition of the Board having regard to the overall balance of skills, knowledge, independence, experience and diversity (and recommending changes to the Board in light of such review);
Considering and recommending to the Board appointment, reappointment, re-election and termination arrangements in respect of directors, the company secretary and the roles of chairperson and chief executive officer. This may include interviewing candidates (whether internal or external) for important functions; and
Considering and setting standards in respect of Board and senior management's collective composition and competencies.
We have instituted an Equal Opportunities Policy that reflects our commitment to equal opportunities in employment (and recruitment) and to the promotion of diversity in our workforce.
Our Remuneration and Nomination Committee consists entirely of non-executive directors. The Committee reviews the performance of all our Code Staff (as defined by the Remuneration Code) and considers their remuneration arrangements for compliance with the Remuneration Code and in line with the wider Group and shareholder remuneration policies as supervised by remuneration committees at various levels.
Input into relevant arrangements is also provided from elsewhere in the group as well as from the Risk Committee, including taking into account the capital position of the firm and the group on a wider basis. The Remuneration and Nomination Committee reviews, approves and makes recommendations to the Board for individual remuneration and annual awards for Code Staff (for whom it also reviews and approves funding plans for bonus pools and bonus pay-outs). Individual performance against risk measures is taken into account before remuneration is approved. Our control function employees are rewarded for the performance of their functional mandate and are funded independently from all other incentive compensation pools.
The business remuneration policy is reviewed and approved at least annually by our Remuneration and Nomination Committee to ensure alignment with business strategy, objectives and risk appetite, with appropriate procedures in place to ensure that the policy avoids conflicts of interest arising.
Our Code Staff have been determined in accordance with the Remuneration Code and informed of the implication of this designation. Personal hedging strategies for Code Staff are not permitted.