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Leadership
A Framework Agreement with the Shareholder is in place. The Framework Agreement is supported by a Memorandum of Understanding, which preserves the Board’s independence, particularly when making significant decisions. The Board delegates specific powers for some matters to Board Committees. More detail on the Committees and their work is described in the separate Composition of the board and terms of reference sections in the drop down list below.
The Company is not required to adopt the ‘comply or explain’ approach of the UK Corporate Governance Code 2018 published by the Financial Reporting Council. However, the Board recognises the value of a strong approach to corporate governance and takes account of the UK Corporate Governance Code’s principles and provisions when making decisions when deemed appropriate.
The Board carries out a review of the effectiveness of its performance every year. The evaluation is externally facilitated every three years. The next external evaluation will be in respect of the 2025 financial year. The 2023 internal evaluation concluded that the Board continues to be effective, with high scores being recorded across each of the themes: culture; composition; skills and performance; meetings; role of Company Secretary and minutes; board packs (scope and content). Board and Executive Committee members feel that there is good collaboration and participation in a supportive environment but one in which there is constructive challenge.
On 7 June 2021, Marcelino Castrillo was appointed to the Board to succeed Ian Cowie as Chief Executive Officer.
Ian Cowie resigned from the Board on 7 June 2021.
Members of the Board
The Board is collectively responsible for the effective oversight of the Company and its businesses. Board members are able to draw on a breadth of experience across a range of disciplines including financial management, regulatory risk, audit, operations, transformation and technology.
John Callender - Chairman
John was appointed to the Board as Chairman in March 2018. John brings extensive financial services experience to the Board, gained through both his Executive and Non-Executive careers.
John has previously served as Non-Executive Director of Aldermore Group plc, Non-Executive Director of Motability Operations plc, Non-Executive Chair of ANZ Bank Europe Ltd for a 10-year term retiring in 2019 and Senior Independent Director and Chair of the Risk Committee of FCE Bank plc retiring in 2020. John also sat on the Regulatory Decisions Committee for the Financial Conduct Authority for 6 years finishing his two statutory terms in January.
Marcelino Castrillo - CEO
Marcelino joined Shawbrook as CEO in June 2021. He brings a wealth of experience in financial services, most recently he was Managing Director, Customer Engagement & Distribution at Natwest Group where he led 9,000 employees through an ambitious transformation programme. Prior to that he held senior roles at RBS and Santander leading Commercial Banking franchises. He started his career at The Boston Consulting Group working across a number of industries and countries. Marcelino holds an MBA from MIT Sloan School of Management, MS Industrial Engineering (ETSII, Madrid) and a Bachelor in Physics (U. Complutense, Madrid).
Dylan Minto - CFO
Dylan joined Shawbrook in 2013 from KPMG where he spent 11 years in their Financial Services practice advising large UK and European banks. Dylan was appointed permanent CFO in February 2017 having been interim CFO from June 2016. He is a Fellow of the ICAEW and holds a dual BA Honours degree in German and Business Studies from Sheffield.
Lindsey McMurray - Non-Executive Director
Lindsey has been a private equity investor for 25 years with a particular focus on the financial services sector. She has a First-Class Honours degree in Accounting and Finance and studied for an MPhil in Finance from Strathclyde University.
Cedric Dubourdieu - Non-Executive Director
Cedric has 20 years of private equity experience, having led a number of investments in a variety of sectors across Europe. He holds a degree from Ecole Polytechnique, Paris.
Paul Lawrence - Independent Non-Executive Director
Paul has considerable experience in financial services having had a successful career within HSBC Group. Paul has particular strengths in managing risk and internal audit across a number of business lines and previously served as a member on the IIA Committee for Internal Audit Guidance for Financial Services.
Andrew Didham - Independent Non-Executive Director
Andrew has extensive financial services experience. He is a qualified accountant, having enjoyed a successful career at KPMG LLP, becoming a partner in 1990, and subsequently as Group Finance Director of the international Rothschild investment banking group.
Michele Turmore - Independent Non-Executive Director
Michele has comprehensive experience in operations, transformation, IT and distribution leadership, with focus on the customer. She has operated across blue chip, mid-scale and start-up entities, including Private Equity backed banks. Most recently Michele held the position of Chief Operating Officer at Allica Limited.
Lan Tu – Independent Non-Executive Director
Lan has deep Financial Services knowledge having held Executive and Non-Executive roles across the sector, including CEO of Virgin Money Investments. Lan started her career in consulting. She has extensive experience in strategy, change management, customer experience, digital and data. Lan currently sits on the Boards of WNS (Holdings) Ltd and King’s College University and is a champion for mental health and wellbeing in the workplace.
Janet Connor - Independent Non-Executive Director
Janet has comprehensive experience in financial services, with a passion for value-based proposition design and excellence in customer delivery. Most recently, she served as a Non-Executive Director of Vanquis Bank Limited, where she chaired the Compliance Committee before assuming the role of Remuneration Committee Chair and Senior Independent Director. She has also previously held Managing Director roles at the AA Group, RSA Group Plc and Rias Plc (a subsidiary of Aegeas).
Composition of the Board
The Board currently consists of 10 members, mainly the Chairman, five independent Non-Executive Directors, two institutional Directors and two Executive Directors.
To ensure the Board continues to have an appropriate balance of skills, these skill sets are reviewed annually through the completion of a skills matrix which is considered by the Nomination and Governance Committee and the Board.
How we work
Terms of Reference
The written terms of reference of the Committees, including their objectives and the authority delegated to them by the Board are listed below. All Committees have access to independent expert advice and the services of the Company Secretary. The Chair of each Committee reports to the Board.
The composition, effectiveness and terms of reference of each Committee are reviewed annually to ensure that the Committees are operating effectively, and any changes considered necessary are recommended to the Board for approval.
Audit Committee Terms of Reference
Risk Committee Terms of Reference
Remuneration Committee Terms of Reference
Our Executive Committee
The Group is led by an established and stable Executive Committee with significant expertise in specialist lending, financial markets, technology and risk management. The Board delegates daily management responsibility for the Group to the Chief Executive Officer who discharges this responsibility through the Executive Committee.
The Executive Committee is responsible for developing and effectively implementing the Group’s strategy and delivering on our purpose by embedding a culture that empowers our people to be personal, practical and creative.
Marcelino Castrillo - CEO
Marcelino joined Shawbrook as CEO in June 2021. He brings a wealth of experience in financial services, most recently he was Managing Director, Customer Engagement & Distribution at Natwest Group where he led 9,000 employees through an ambitious transformation programme. Prior to that he held senior roles at RBS and Santander leading Commercial Banking franchises. He started his career at The Boston Consulting Group working across a number of industries and countries. Marcelino holds an MBA from MIT Sloan School of Management, MS Industrial Engineering (ETSII, Madrid) and a Bachelor in Physics (U. Complutense, Madrid).
Dylan Minto - CFO
Dylan joined Shawbrook in 2013 from KPMG where he spent 11 years in their Financial Services practice advising large UK and European banks. Dylan was appointed permanent CFO in February 2017 having been interim CFO from June 2016. He is a Fellow of the ICAEW and holds a dual BA Honours degree in German and Business Studies from Sheffield.
Neil Rudge - Chief Banking Officer, Commercial
Neil joined Shawbrook Bank in September 2017, taking on the Managing Director, Business Finance role in August 2018 and responsibility for all of Shawbrook’s commercial lending activities in 2021. Neil has over 25 years of experience in the banking industry with NatWest Bank, Royal Bank of Scotland and Santander Global Banking & Markets. Since 2003 Neil has held Managing Director level positions across client coverage, sector coverage, real estate finance, structured finance, interest rate derivative and FX sales.
Miguel Sard - Chief Banking Officer, Retail
Miguel joined Shawbrook in September 2024 to take on this new role and to build our Retail franchise. Miguel has deep international and domestic experience across wealth management, insurance and retail banking. Prior to joining Shawbrook, Miguel was Managing Director at NatWest where he had responsibility for the Bank’s £200bn UK mortgage portfolio. Miguel has also held a number of non-executive and advisory roles, including as Chairman of Santander Insurance UK, as well as at both UK Finance and the Council of Mortgage Lenders.
Daniel Rushbrook - General Counsel
Daniel qualified as a solicitor in 1995 and worked in commercial private practice in the City for nine years, first with Linklaters LLP then Macfarlanes LLP. In 2004, he became the first in-house lawyer for Commercial First Mortgages Limited, joining its Board as Legal Director a year later. Daniel transferred to Shawbrook in 2011, as part of the Commercial First management team.
Hugh Fitzpatrick - Chief Risk Officer
Prior to joining Shawbrook, Hugh worked in various Credit and Risk roles at GE Capital, the finance arm of General Electric Inc. He joined GE in 2003 and held the following notable roles: Chief Risk Officer for the Factoring and ABL Platforms in Europe; Chief Credit Officer of GE Capital UK; Head of Enterprise Risk; and, most recently, Chief Risk Officer of GE Capital UK.
Debbie Griffin - Chief People & Marketing Officer
Debbie joined Shawbrook as Chief People Officer in May 2016 from SocGen where she was for 5 years; latterly in the position of Head of HR for EMEA. Prior to SocGen Debbie spent time at a number of Financial Institutions including Rabobank, Commerzbank and JP Morgan. She started her career with ICI in the North East.
Russ Thornton - Chief Technology Officer
Russ joined Shawbrook as CTO in November 2018. Russ has held a number of high-profile technology leadership roles over his 28 year career, most recently as CTO of the global fintech payments company WorldRemit, and previously as Chief Digital Officer (Interim) for Aegon UK, IT Strategy Director for Legal & General, and CTO for Cofunds. Russ has also been involved in starting up, and selling on, two technology led companies.
Jo Grobel - Chief of Staff
Jo joined Shawbrook in September 2015, initially as an in-house lawyer before taking on her current role of Chief of Staff in 2022. Prior to joining Shawbrook, Jo qualified into the corporate banking team at Norton Rose Fulbright, advising borrowers and lenders on cross-border transactions, and undertook secondments at both NatWest and in the NRF Paris office.
Our ESG strategy
Focusing on those areas in which we can deliver the greatest impact
Environment
We want to play our part in enabling a just transition1 to net zero by leveraging our insights and expertise
- Support the climate transition
- Reduce our climate impact
- Embed climate into our business DNA
Social
We want to boost social mobility, champion equality and diversity and create an inclusive environment for all by leveraging our capabilities, networks and people
- Support customers with specialist finance
- Attract and retain the best talent
- Give back to our communities
Governance
We are committed to operating under a robust governance framework which underpins our purpose and serves all of our stakeholders
- Effective Board and management structures
- Maintain robust governance and risk management
- Transparent and accountable disclosures
1 We use the term ‘just transition’ to describe applying a social lens to opportunities and risk arising from the climate transition, with the interests of employees, communities and customers in mind, to ensure it is fair and inclusive for all actors in society.
Shawbrook Group’s Tax Strategy
From a tax perspective, the operation of our business is focused on maintaining the Group’s reputation as a fair contributor to the UK economy, which applies tax law in good faith, and in the spirit in which it is intended.
Managing Tax Risk and Governance
Shawbrook has adopted, and complies with, HMRC’s Code of Practice on Taxation for Banks (the ‘Code’). In line with the Code, we have documented our strategy and governance process for tax matters within our tax policy (the ‘Policy’). The Policy is overseen by the Board, which has delegated this to the Board Audit Committee. The Chief Financial Officer (CFO) has primary responsibility for the Policy, and all other taxation related matters, and is assisted by the Head of Tax.
Given the financial sector in which we operate, the nature and scale of our business, and the volume and complexity of the tax legislation, tax risks arise. The tax risk appetite statement from the Policy seeks ‘to ensure the Group operates with low tolerance for tax risk exposures, and ensures that full compliance with the spirit (and letter) of all relevant legal requirements, by ensuring staff are properly trained, procedures are documented, and supervisory controls are in place, to ensure that the controls continue to operate effectively’.
Shawbrook Bank is implementing a fully automated process for Customer Due Diligence, which will help us comply with our regulatory requirements, and enable us to manage our financial crime risk, including the risk of facilitating tax-evasion.
Tax Planning
As required by the Policy, Shawbrook aims to pay the right amount of tax at the right time. The Policy requires that all transactions must have a commercial purpose and that tax evasion or aggressive planning are not acceptable under any circumstance.
We seek external advice in areas of technical uncertainty, either in the application of the legislation or its interpretation. This applies to areas of new and existing business. In relation to any tax planning, it’s main focus is to ensure that any proposed transaction complies with the letter, and spirit of tax law, and does not provide benefits which cut across the intentions of Parliament.
Relationship with HMRC
Shawbrook seeks to work in partnership with HMRC, by maintaining an open, honest and constructive relationship in relation to its tax dealings. This enables us to meet the objectives of the Code, and the Policy, and to ensure that we maintain our low-risk tax assessment. When faced with any contentious or uncertain areas, we engage with HMRC on a ‘real-time’ basis, to minimise any potential tax risks, and to provide greater certainty for our tax return filing position.
Shawbrook Group plc regards the publication of this tax strategy as complying with the duty under paragraph 16(2) of Schedule 19 of the Finance Act 2016, to publish the group tax strategy in the current financial year. This Tax Strategy has been updated and applies for the year ending 31 December 2023.
Our business
Investors
We provide finance to a range of customer segments that value the premium experience, flexibility and certainty we deliver. Our ambition is to deliver for more customers in more markets. We will do this by combining the innovative mindset and agility of a start-up with the scale and financial strength of a large business.
About Shawbrook
Shawbrook provides finance to a wide range of customers who value the premium experience, flexibility and certainty we deliver. We are a purpose-led organisation, with a focus on delivering long-term sustainable value for all our stakeholders.
Sustainability
Our sustainability strategy is designed to create value for our customers, colleagues, communities, suppliers and shareholders, while having a positive impact on society and the wider environment.