Corporate Governance
Corporate Governance
Strong corporate governance underpins how we operate and make decisions. It provides the structure through which our organisation is directed and controlled, ensuring we act responsibly, transparently and in the best interests of our stakeholders.
Our governance framework sets out the roles and responsibilities of the Board, its committees, and key functions and individuals. It is reviewed by the Board at least annually.
Table of contents
The Board of Directors
The Board of Directors is collectively responsible for the long-term success of Unity Trust Bank. It provides strategic direction and guidance to the Executive and Management teams, and monitors performance against financial and non-financial measures and risk appetite. The Board is the custodian of Unity’s vision, values and standards.
The following matters have been reserved for the Board to approve and cannot be delegated:
- Unity Trust Bank’s long-term objectives and corporate strategy.
- Significant policies.
- The annual budget and business plan.
- The annual report, financial statements and dividends.
- The Internal Capital Adequacy Assessment Process (ICAAP).
- The Individual Liquidity Adequacy Assessment Process (ILAAP).
- Defining the risk appetite and monitoring it to ensure alignment with strategic objectives.
- Establishment of Board committees and their terms of reference.
- Any changes to Unity Trust Bank’s executive management structure.
- Business acquisitions, disposals, investments (other than day to day operation of the treasury portfolio) and all funding arrangements.
- The delegated financial authorities and any proposals in excess of those authorities.
The Board provides oversight and guidance to the Executive team, who are responsible for the day-to-day management of the Bank.
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The division of responsibilities between the Chair of the Board and the Chief Executive Officer is clearly defined through their role profiles and has been approved by the Board.
Role Responsibilities Chair The Chair leads the Board, ensuring its effectiveness and promoting high standards of corporate governance. Broadly, the Chair’s responsibilities are: - To consider the Board’s composition and succession planning regularly through their role as the Chair of the Nomination Committee.
- Ensuring proper information for the Board.
- Planning and conducting Board meetings effectively.
- Encouraging open dialogue between Directors and involving them in the Board’s work.
- Acting as Unity’s lead representative in its dealings with the outside world.
- Engaging the Board in assessing and improving its performance.
- Overseeing the induction and development of Directors.
- Supporting and ensuring the Board evaluates the performance of the Chief Executive Officer.
President The President provides senior leadership within the Board, helping to shape strategic direction, uphold strong governance and support effective oversight. The role contributes to key decisions, offers constructive challenge to management and helps maintain a culture aligned with the Bank’s values. The President also supports the Chair and fellow directors in ensuring the Board operates effectively and represents the organisation with professionalism and integrity. Chief Executive Officer The Chief Executive Officer (CEO) leads the development of strategy and manages all aspects of the performance and management of the business. Broadly, the CEO: - Leads the development of the Business Plan and implements the Board-approved strategies for achieving Unity’s corporate objectives
- Manages Unity’s risk profile within a framework of internal controls
- Builds and maintains an effective executive and senior management team
- Leads communications with shareholders and key stakeholders
Chief Finance Office The Chief Finance Officer (CFO) is responsible for the Bank’s financial strategy, planning and reporting, ensuring the Board has clear oversight of financial performance, capital strength and regulatory compliance. The role supports effective decision‑making by providing independent financial insight, managing financial risks and maintaining robust systems of control. The CFO works closely with the Board and its committees to ensure transparency, accuracy and integrity in all financial matters. Executive Directors Executive Directors are members of the Board who also hold senior management roles within the Bank. They are responsible for the day-to-day management of the organisation and for implementing the strategy approved by the Board. Non‑Executive Directors Non‑Executive Directors (NED) provide independent oversight, constructive challenge and strategic guidance. They help ensure the Bank is led and controlled effectively, scrutinising management’s performance, monitoring risk and upholding high standards of governance. NEDs bring external perspective, support sound decision‑making and safeguard the interests of customers, colleagues and wider stakeholders. Independent Non‑Executive Directors Independent non‑executive directors provide objective oversight and independent judgement, strengthening the Board’s ability to act in the interests of stakeholders. They are not involved in day‑to‑day management, which allows them to challenge executive decisions, scrutinise performance and monitor risk without conflicts of interest. Their independence brings valuable external perspective, supports sound decision‑making and helps uphold high standards of governance and accountability across the organisation. -
The Board is committed to maintaining high standards of governance and effectiveness. This includes:
- Board performance evaluation: The Board undertakes regular effectiveness reviews, using questionnaires coordinated by the Company Secretary. Directors assess how well the Board functions as a whole and provide reflections on their own performance.
- Time commitment of directors: The Board has reviewed the external directorships of its directors and considered the current position to be appropriate. It has been agreed that any director taking on further directorships would notify the Board in order for the position to be reviewed.
- Induction for new directors: New directors complete a structured induction programme that includes meetings with the Chair and executive team, along with access to key corporate documents to help them understand the business and their responsibilities.
- Ongoing learning and development: The learning and development programme for non‑executive directors is reviewed and updated regularly, informed by directors’ individual development plans and any additional needs identified during Board discussions.
- Updates between meetings: Directors receive ongoing updates on Unity Trust Bank’s performance, the competitive and regulatory landscape, corporate governance developments and other changes affecting the Bank and the wider industry. These updates are provided both during and between Board meetings to support effective oversight.
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Our Board has set an aspirational target for at least 40% female representation by 2026, with current representation at 30% as at March 2026. They’ve adopted a Board diversity policy, which includes practical steps on how to meet that target, including:
- Considering diversity when making all independent non-executive director appointments.
- Challenging management to ensure the management population is made up of the most talented individuals.
- Ensuring diversity is considered in succession planning.
- Setting a culture that is values driven and inclusive.
Meet the Board
Our Board brings together experienced leaders who provide strategic oversight, ensure strong governance, and guide our mission. Their collective expertise helps us stay accountable, manage risk responsibly, and deliver long‑term value.
Board committees
To support effective governance, specific responsibilities are delegated to Board Committees:
Audit Committee
• Financial reporting and disclosures.
• Internal control systems.
• Internal and external audit functions.
• The integrity of financial statements.
Risk Committee
• Enterprise risk management.
• Risk identification and mitigation.
• Compliance with the Bank's risk appetite.
Nomination Committee
• Reviewing the size and structure of the Board.
• Leading the process for appointing Directors.
• Planning for Board succession.
Remuneration Committee
• Setting remuneration policy.
• Approving incentive schemes.
• Ensuring pay structures support long-term sustainable performance.
Annual Reports and Disclosures
Further information about our governance arrangements, including Annual Reports and Accounts and Pillar 3 disclosures, can be found on our Financial Profile page.
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