Arbuthnot Latham & Co., Limited (AL) is a private and commercial bank focused on working in partnership with clients to help them achieve their financial goals. The bank believes in a truly tailored personal experience that adapts over time to support the wealth journey. AL itself and through its subsidiaries (together with AL, the AL Group) offers private and commercial banking, comprehensive wealth planning and an investment management service, as well as asset finance.

AL and its Board endorse the principles of openness, integrity and accountability, which underlie good corporate governance and as a business authorised to undertake regulated business under the Financial Services and Markets Act 2000, AL operates to the high standards of corporate accountability and regulatory compliance appropriate for its business.

AL and the Board accept that good governance is critical to delivering a sound and well-run business and at the centre of good governance is an effective board.

AL is authorised by the Prudential Regulation Authority (PRA) and regulated by the Financial Conduct Authority and the PRA. While AL is not a listed company, as a material wholly owned subsidiary of Arbuthnot Banking Group PLC (ABG), AL is subject to those legal and regulatory obligations relating to the disclosure of information likely to have a material effect on ABG’s share price.

The Board

The Board meets regularly throughout the year. Substantive agenda items have briefing papers, which are circulated in a timely manner before each meeting. The Board will ensure that it is satisfied that it is supplied with all the information that it requires and requests in a form and quality to enable to fulfil its duties. In addition to ongoing matters concerning the strategy and management of the AL Group, the Board has determined certain items, which are reserved for decision by itself. These matters include the acquisition and disposal of other than minor businesses, the issue of capital by any AL Group company, major investments and any transaction by a subsidiary company that cannot be made without its own resources or that is not in the normal course of its business.

Audit Committee

The primary responsibilities are to review arrangements established by the directors for compliance with regulatory and financial reporting requirements, monitor the integrity of AL statutory accounts, oversee the work of the external auditors, monitor and review the scope, results and effectiveness of AL’s Internal Audit function, and liaise with the Chairman of the ABG Audit Committee where necessary.

Other responsibilities include reviewing the AL Group’s system of internal control and the process for evaluating and monitoring risk, considering any other matters, which might have a financial impact on ABG or the AL Group including the AL Group’s arrangements by which staff may in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.

Nomination Committee

The primary responsibilities of this Committee are to review the number of directors and the balance between executive, independent and non-independent Non-Executive directors, and in relation to the Board Diversity Policy, to recommend new appointments to the Board and the length of term for which an independent Non-Executive Director may be expected to serve.

Remuneration Committee

This Committee is responsible for approving the overall remuneration policy and setting the remuneration of individual Executive and Non-Executive Directors.

Risk Committee

The primary responsibilities are: to review and recommend to the Board specific risk policies; oversee the development, implementation and maintenance of the AL Group’s overall risk management framework, risk appetite, strategy, principles and policies; oversee the AL Group’s risk exposures, risk and return and proposed improvements to AL’s risk management framework; and oversee adherence to any risk principles, policies and standards set by ABG and to keep ABG regularly informed of any material risk issues or breaches.

The following documents are available to download:

Arbuthnot Latham Board Terms of Reference

Audit Committee Terms of Reference

Nomination Committee Terms of Reference

Remuneration Committee Terms of Reference

Risk Committee Terms of Reference

Pro Forma NED Appointment Letter

SMF 1 Roles and Responsibilities