Governance Information

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1 Governance Information

2 Governance At last year s AGM members requested additional information around some of the governance activities that are carried out within the credit union. This booklet provides a summary of our governance activities, structure and associated responsibilities. We ve also included details of Directors Remuneration and associated budgets, Board and Committee meeting attendance and a Directors skills matrix. We take governance very seriously, so as well as our policies and procedures; our Board of Directors and senior staff undergo continuous internal and external scrutiny to ensure we meet our governance objective, and that our credit union remains in good health. We are regulated by the Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA), who aim to make markets work well for the benefit of individuals, businesses, and the wider economy. As part of their annual review of businesses, we hosted a successful visit from the PRA, and welcomed delegates from the FCA s Supervisory Team, who were keen to learn more about our credit union, understand our business, and provide continued input to help the credit union going forward. We also work alongside a range of independent specialist organisations to ensure we are operating effectively and that our governance practices are sound. In the last year, these have included: Annual independent audit of our finances - carried out by Alexander Sloan; Internal audits of our GDPR status, Treasury Management and Automated Lending Platform - carried out by KPMG; Penetration testing of our systems to ensure we understand the potential threats posed by criminals carried out by 7 Elements. As well as using services of external organisations, we carry out internal compliance monitoring activities on our day to day operations, and our Board are subject to regular effectiveness reviews carried out by the Chair of the Audit and Compliance Committee.

3 The Role of the Board Glasgow Credit Union is led by a Board of Directors, each with a diverse range of skills and expertise. Elected from within the membership, the Board is accountable to all members and it is their role to define the strategy, approve business plans and to challenge and support the Chief Executive. The Board performs an assurance role and acts as a conduit for members views. Here is a summary of the responsibilities and tasks the Board carry out on an ongoing basis: Providing leadership to the organisation; Setting strategy; Ensuring that obligations to our members are understood and met; Setting the credit union s values and standards; Reviewing the performance of the Senior Management Team; Providing constructive challenge to the Senior Management Team; Determining appropriate levels of remuneration for the Senior Management Team; Recruitment and succession planning for the CEO and other Senior Management roles; Ensuring that robust risk managment systems are in place.

4 Responsibilities Map Finance & Risk Committee Iain Brown (Chairperson) Jim Martin Kennedy Foster Nominations & Remuneration Committee Robert Kerr (Chairperson) (SMF8) Tracey Chrystal Robert Taylor Kenny Gough Board of Directors Archie Ferguson (Board Chairperson) (SMF8) Jim Martin (Vice Chairperson) Kennedy Foster (Secretary) Robert Kerr (SMF8) Iain Brown Robert Taylor Tracey Chrystal Kenny Gough Vacancy David Ross CEO (SMF8) Audit & Compliance Committee Brian Davidson (Chairperson) Allan Geekie Peter Fee Elizabeth O Reilly Mark Meiklejohn Colin Gailey Finance Manager (SMF8) Paul Mcfarlane Head of Operations (SMF8) Claire Blackburn Compliance Manager (SMF17) Bernadette Grier Ce-Map Mortgage Supervisor (Certification) Correct as at 19th August 2018 Chris McFetridge Ce-Map Mortgage Adviser (Certification)

5 Directors Remuneration Board members gross remuneration ( ) Oct Nov Dec Jan Feb Mar Apr May Jun Jul Actuals to date Budget to end Sept 2018 Archie Ferguson Robert Kerr Iain Brown James Martin Robert Taylor Kennedy Foster Tracey Chrystal Kenny Gough n/a n/a n/a David Ross n/a n/a n/a n/a n/a n/a n/a

6 Board and Committee Attendance Board & committee meeting attendance Oct Nov Dec Jan Feb Mar Apr May Jun Jul Total Attendance Possible Attendance Archie Ferguson Robert Kerr Iain Brown James Martin Robert Taylor Kennedy Foster Tracey Chrystal Kenny Gough n/a n/a n/a David Ross n/a n/a n/a n/a n/a n/a n/a 5 5 Brian Davidson n/a n/a 1 n/a Peter Fee n/a 1 n/a 1 n/a 0 n/a 1 n/a Allan Geekie n/a 1 n/a 0 n/a 1 n/a 1 n/a Elizabeth O Reilly n/a 1 n/a 1 n/a 1 n/a 2 n/a NOTE: The above figures exclude meetings attended as part of a Director s duties, e.g. interviews, external business meetings and regulatory meetings. Board Directors are expected to attend at least 75% of Board and/or Committee meetings. Kenny Gough and David Ross elected January David Ross assumed CEO position April 2018.

7 Directors Skills Matrix DIRECTORS SKILLS MATRIX SUMMARY Risk Management Financial Services Accounting & Finance Law/ Regulatory Corporate Governance Strategic/ Business Planning Human Resources IT/ Cyber Board director or committee member experience Senior manager or executive manager experience Industry recognised qualification NOTE: The Directors skills matrix is refreshed bi-annually.

8 Glasgow Credit Union 95 Morrison Street Glasgow G5 8BE glasgowcu.com