# Corporate governance We are committed to the highest standards of corporate governance and the Board considers that we comply with the UK Corporate Governance Code. We have established an Audit Committee, a Risk Committee, a Nomination Committee and a Remuneration Committee. ## Board structure ### Chair Responsible for: - the leadership and overall effectiveness of the Board and for upholding high standards of corporate governance throughout the Group and particularly at Board level; - setting the Board agendas with the Company Secretary and CEO and the recommendation of an annual Board and Committee meeting schedule; - promoting a culture of openness and debate, in particular by facilitating the effective contribution of Non-Executive Directors, and ensuring constructive relations between Executive and Non-Executive Directors; and - ensuring effective communication with shareholders, including in relation to governance, remuneration and strategy. ### Chief Executive Officer Responsible for: - leading the ExCo in the management of the Group; - the development of the Group’s strategy, annual budget and business plans and commercial objectives with the Board; - setting an example and communicating to the Group’s employees the expectations of the Board in relation to the Group’s culture, values and behaviour; - ensuring appropriate, timely and accurate information is disclosed to the market; and - managing the Group’s risk profile in line with the extent of risk identified as acceptable by the Board and ensuring appropriate internal controls are in place. ### Senior Independent Director Responsible for: - being available to shareholders if they have concerns, which contact through the normal channels of the Chair, CEO or other Executive Directors has failed to resolve; - attending meetings with and listening to the views of major shareholders as required; - providing a sounding board for the Chair and acting as an intermediary for shareholders when necessary; and - meeting other Non-Executive Directors without the Chair present once a year to appraise the Chair’s performance. ### Chief Financial Officer Responsible for: - all aspects of finance including financial planning, tax, treasury and procurement; - investor relations; - working with the CEO to develop and implement the Group’s strategic objectives, annual budget and business plan; and - ensuring effective financial compliance and control. ### Non-Executive Directors Responsible for: - providing objective and constructive challenge to management; - assisting with the development of strategic proposals; and - scrutinising and monitoring financial and operational performance and the Group’s risk management framework. ### Company Secretary Responsible for: - being available to all Directors to provide advice and assistance; - providing governance advice; and - ensuring compliance with the Board’s procedures and with applicable laws and regulations. ## Division of responsibilities between Chairman and CEO, and role of Senior Independent Director There is a clear division of responsibilities between the leadership of the Board, and the executive leadership of the Company's business. It is also important to appoint a Senior Independent Director, to serve as an intermediary for the other Directors and shareholders. [Division of responsibilities between the Chairman, CEO and SID](https://corporate.fundingcircle.com/media/blyhqxw0/fch-division-of-responsibilities-chair-ceo-sid-21012026-final.pdf "FCH Division of Responsibilities Chair-CEO-SID 21.01.2026 - Final.pdf") [Matters reserved for the Board](https://corporate.fundingcircle.com/media/5qidrt3s/fch-schedule-of-matters-reserved-for-the-board-21012026-final.pdf "FCH Schedule of Matters Reserved for the Board 21.01.2026 Final.pdf") * * * ## The Board's duty to promote the success of the Company [Funding Circle's 2021 Section 172(1) Statement](https://corporate.fundingcircle.com/media/nwsgi0gj/section-172-statement_2026_final.pdf "Section 172 statement_2026_Final.pdf") We have established the following Committees: ## Audit Committee The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial and corporate reporting. Its duties also include monitoring the integrity of the financial statements and overseeing the company's relationship with its external auditors. The Committee will normally meet at least three times per year. ### Chair - Maeve Byrne Members - Helen Beck - Richard Harvey [Terms of reference](https://corporate.fundingcircle.com/media/knufiuko/fch-audit-committee-terms-of-reference-3-september-2025_newlogo.pdf "FCH Audit Committee Terms of Reference 3 September 2025_Newlogo.pdf") [Internal Audit Charter](https://corporate.fundingcircle.com/media/0k4mzcd2/funding-circle-holdings-plc-internal-audit-charter-feb-2026.pdf "Funding Circle Holdings plc Internal Audit Charter Feb 2026.pdf") ## Risk Committee The Risk Committee’s role is to assist the Board with the discharge of its responsibilities for reviewing and overseeing the Group's attitude to and appetite for risk and its future risk strategy. It is also responsible for reviewing the effectiveness of the Group’s risk management framework and internal control systems. The Committee will normally meet at least two times per year. ### Chair - Richard Harvey ### Members - Helen Beck - Maeve Byrne [Terms of reference](https://corporate.fundingcircle.com/media/asrh1syw/fch-risk-committee-terms-of-reference-3-september-2025_newlogo.pdf "FCH Risk Committee Terms of Reference 3 September 2025_Newlogo.pdf") ## Nomination Committee The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Directors, including the Chairman and Chief Executive Officer. The Nomination Committee will normally meet at least once a year. ### Chair - Ken Stannard ### Members - Helen Beck - Maeve Byrne - Richard Harvey [Terms of reference](https://corporate.fundingcircle.com/media/st4ls3uf/fch-nomination-committee-terms-of-reference-2-july-2026-final.pdf "FCH Nomination Committee Terms of Reference - 11 November 2024_Newlogo.pdf") [Board Diversity Policy](https://corporate.fundingcircle.com/media/axcbrale/2026-02-05-fch-board-diversity-policy-2026-approved.pdf# "2026-02-05 FCH Board Diversity Policy 2026 - APPROVED.pdf") ## Remuneration Committee The Remuneration Committee recommends the Group’s policy on executive remuneration and determines the levels of remuneration for Directors and the Global Leadership Team. The Remuneration Committee will normally meet at least three times a year. ### Chair - Helen Beck ### Members - Ken Stannard - Richard Harvey [Terms of reference](https://corporate.fundingcircle.com/media/oisfdh0p/fch-remuneration-committee-terms-of-reference-21012026-final_newlogo.pdf "FCH Remuneration Committee Terms of Reference 21.01.2026 - FINAL_NewLogo.pdf") ## Market Disclosure Committee The Market Disclosure Committee oversees the disclosure of information by Funding Circle to meet its obligations under the Market Abuse Regulation, the FCA's Listing Rules and the Disclosure and Transparency Rules. The Disclosure Committee will meet as and when required. ### Chair - Sarah Whitely ### Members - Lisa Jacobs - Ken Stannard - Tony Nicol - Maeve Byrne [Terms of reference](https://corporate.fundingcircle.com/media/qwkdrrcw/fch-market-disclosure-committee-terms-of-reference-final-2025_newlogo.pdf "FCH Market Disclosure Committee Terms of Reference - FINAL 2025_Newlogo.pdf")