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Corporate Governance

AIB Group (UK) p.l.c. (“AIB UK”) is a wholly owned subsidiary of Allied Irish Banks, p.l.c. (AIB), Bankcentre, Ballsbridge, Dublin 4, Ireland.

AIB UK has strong governance arrangements that ensure effective and prudent management of the bank.  These arrangements include:

 

  • A clear organisational structure.
  • Well defined, transparent lines of responsibility.
  • An effective risk management process.
  • Sound administrative and accounting procedures.
  • IT systems and controls.

 

Our governance arrangements comply with UK law, best practice and the requirements of UK financial regulation as set out by the Financial Conduct Authority and Prudential Regulation Authority.

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    The Board of Directors

    The overall management of the bank and its governance procedures are carried out by the Board of Directors.  There is a range of matters reserved for the Board.  At a high level, these include:

     

    • Determining AIB UK’s strategic objectives and policies;
    • Appointing the Chairman, CEO and Senior management, and addressing succession planning;
    • Monitoring progress towards achievement of AIB UK’s strategic objectives and compliance with its policies;
    • Approving annual operating and capital budgets, major acquisitions and disposals, risk management policies and limits; and
    • Monitoring and reviewing financial performance, risk management activities and controls.

     

    The Board of Directors meets a minimum of six months a year to review the performance of the business and oversee the implementation of the AIB UK strategy, with update calls on the Monthly Management Information occurring in the months where no Board Meeting is scheduled. Additional out-of course meetings or briefings are held on specific issues when required.

     

    The Board is assisted in the discharge of its duties by a number of Board Committees, whose purpose it is to consider, in greater depth than would be practicable at Board meetings, matters for which the Board retains responsibility. The Board Committees report back to the Board with summaries and recommendations.  The composition of such Committees is reviewed annually by the Board.

     

    Our Board of Directors monitors and assesses the effectiveness of our governance arrangements and has the power to address any shortcomings.

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    Board Membership

    The Board is currently made up of 7 Non-Executive Directors (the majority of which are independent) and 2 Executive Directors.  Two of the Non-Executive Directors are shareholders’ nominees who sit on the parent board, and act as a liaison point between the two boards.  Non-Executive Directors are appointed so that there is a wide mix of backgrounds, experience and expertise.  This ensures a strong and effective leadership which can independently and effectively monitor and challenge the executive management and their decision making.

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    Board Induction

    AIB UK has an induction process for new Non-Executive Directors.  It is designed to ensure they are familiar with the business and its operations.  It comprises of relevant briefing material, details of the business’ strategic and operational plans and also includes a programme of meetings with key individuals such as the CEO and heads of business, as well as support and control functions. On appointment, new Directors are assessed to identify any individual development needs. The Secretariat keeps a log of the training each Director takes part in during the duration of their service; training is also provided regularly by AIB UK for the Board of Directors.

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    Board Evaluation

    The Board of Directors undergo an annual effectiveness review to ensure that the board has sufficient knowledge and skill to perform their duties as Directors and to understand the bank’s activities and its main risks.  The review comprises individual appraisals of each director by the Chairman, and also considers whether individual members have the capacity to commit sufficient time to perform the duties expected of them.

     

    The Board appoints an external assessor to complete an independent review of board effectiveness and governance at least every three years.

     

    Where knowledge and skills gaps are identified, these are discussed and development plans are put in place to address them.

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    Restrictions on Office

    To ensure there are no conflicts of interest and that each Board Member is committing sufficient time and effort to their prescribed duties, AIB UK regularly reviews the number of, and time commitment to, any appointments they hold outside the Bank.

     

    AIB UK recognise that some Directors may be appointed to the Board of an organisation which requires them to act as a Director/Member for a number of subsidiary entities or other related Boards/Committees (e.g. Pension Fund Trustee, Charity Committee etc) For the avoidance of doubt, AIB UK considers these types of appointments to count as one collective appointment and considers each on a case by case basis when reviewing external appointments. The Nomination Committee may, from time to time, consider if any external appointment is affecting the way in which a Director carries out his/her duties and take appropriate action.

     

    AIB UK also has a policy in place to ensure that the Chairman of the Board does not simultaneously exercise the CEO function.

     

    Each individual member of the Board is asked twice a year to disclose their directorships with other institutions and provide all the necessary details, which are double-checked against records held at Companies House and other relevant registration bodies.

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    The Nomination Committee

    AIB UK has also established a Nomination Committee which is made up of Non-Executive Directors.

     

    The responsibilities of the Nomination Committee include:

     

    • Undertaking appropriate search and interviews for new Non-Executive Directors, in accordance with the Board’s succession plan.
    • Recommending candidates to the Board for appointment as Directors.
    • Reviewing the size, structure and composition and diversity of the Board.
    • Preparing a description of the roles and capabilities for a particular appointment, including any required time commitments.

     

    The search for suitable candidates is a continuous process.  Recommendations for Board Membership are based on merit and objective measurable criteria following a vigorous appraisal and interview process to ensure candidates are of sufficiently good repute and possess the required knowledge, skills and expertise to perform their duties.

     

    The Nomination Committee engages a broad set of qualities and competencies when recruiting members to The Board of Directors.

     

    Where necessary the Nomination Committee are able to seek outside independent advice at the expense of the business.

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    Equality and Diversity

    The Nomination Committee has issued a policy statement promoting gender equality and diversity in senior management. This includes a clear target and plan to address gender imbalance.  The policy statement can be viewed here.

     

     

    The AIB Group (UK) plc Board Diversity Policy can be found here.

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    The Remuneration Committee

    The final Remuneration Committee meeting took place in December 2017 following a decision to disband the Committee as recommended by the Board approved Governance Review. The responsibilities of the Committee were reallocated appropriately to Group HR, the Group Remuneration Committee, the Board Audit Committee and Board.  

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    The Remuneration Code

    AIB UK complies with the Remuneration Code as prescribed by the PRA & FCA.

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    Supervision & Regulation

    AIB Group (UK) plc is a company incorporated in Northern Ireland and is authorised by the Prudential Regulation Authority (PRA) and regulated by the Financial Conduct Authority (FCA) and the PRA under the Financial Services and Markets Act 2000 (FSMA) to carry on a wide range of regulated activities, including accepting deposits.  It carries on business under the trading names ‘Allied Irish Bank (GB)’ and ‘Allied Irish Bank (GB) Savings Direct’ in Great Britain, and ‘AIB (NI)’ in Northern Ireland.

     

    AIB UK subscribes to the Standards of Lending Practice of the Lending Standards Board, which is a self-regulatory code setting minimum standards of good practice in relation to lending, including loans, credit cards and current account overdrafts.

     

    The standards are incorporated into our product approval process, retail lending policies, account management and customer communication procedures.

     

    First Trust Financial Services Ltd ceased providing financial advice in December 2012.  AIB (NI) has entered into an arrangement with Legal and General whereby financial advice will be provided to the bank’s customers under an appointed representative arrangement.

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    UK Tax Statement

    This statement applies to all AIB UK entities.

     

    Approach to risk management and governance arrangements in relation to UK taxation

     

    Ownership of tax risks resides with the Board and our governance ensures that suitably qualified people are involved in decisions related to tax.

     

    We seek to fully comply with our tax filing, tax reporting and tax payment obligations. However, given the size and complexity of the organisation and our volume of tax obligations it is not possible to completely eliminate tax risks. In order to mitigate these risks a number of policies and procedures are in place to manage tax risk and form part of the broader framework for risk management across the Group. Central to this is our Tax Framework (Framework) designed to identify, manage and report tax risks.  The Framework and the policies, standards and guidelines associated with the operation of the Framework are applicable to all employees of AIB and to all AIB Group entities. From time to time we may seek external advice in relation to significant transactions or areas of uncertainty.

     

    We adopt a “three lines of defence” approach to managing tax risk. Generally the business management functions perform a first line of defence and are primarily responsible for ensuring that the Framework and associated policies are communicated, implemented and operate effectively within their business units. Second and third lines of defence are performed by Group Tax and Group Internal Audit respectively.

     

    Tax planning and tax risk

    AIB’s updated strategy in 2021 will ensure that AIB remains resilient and adaptable so that we can continue to provide maximum support to our customers, our communities and the wider economy.

     

    Our tax risk appetite is aligned to the strategy. We aim to balance the needs of, and obligations to, our stakeholders, including shareholders, customers, regulators and tax authorities.  We do not have any appetite for breaches of tax law, engaging in abusive or artificial tax planning or engaging in any action of tax evasion.  

     

    We have adopted, and comply with, the requirements of HM Revenue & Customs (HMRC)'s Code of Practice on Taxation for Banks. Accordingly, we do not promote or engage in tax planning that does not support genuine commercial activity or give rise to results inconsistent with the underlying economic consequences of the transactions concerned. Any promotion of tax advantaged products is limited to those where the tax consequences are consistent with the intentions of UK Parliament.

     

    We remunerate our employees such that the proper amounts of tax and social security contributions are paid on the rewards of employment.

     

    Relationship with the tax authorities

    We proactively engage with HMRC to maintain an open and transparent relationship. This includes discussing, on a real-time or near real-time basis, key developments in our business and the associated potential impacts and may involve disclosing and seeking to resolve a known issue prior to the filing of the relevant tax return.

     

    In the event of differing views we will work constructively with HMRC with an aim of achieving early resolution.

     

    AIB regards the publication of this tax statement for the financial year ending 31 December 2021 as complying with the duty under paragraph 16(2) of Schedule 19 of the Finance Act 2016.

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    AIB Group (UK) p.l.c. Annual Financial Report

    AIB Group (UK) p.l.c. Annual Financial Report 2021

    AIB Group (UK) p.l.c. Annual Financial Report 2020

    AIB Group (UK) p.l.c. Annual Financial Report 2019

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The AIB logo, Allied Irish Bank (GB) and Allied Irish Bank (GB) Savings Direct are trade marks used under licence by AIB Group (UK) p.l.c. incorporated in Northern Ireland. Registered Office 92 Ann Street, Belfast BT1 3HH. Registered Number NI018800. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

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  • AIB Group (UK) p.l.c. is covered by the Financial Services Compensation Scheme,
  • Financial Ombudsman Service  and is a Registered Firm with The Lending Standards Board.