DHD is governed by a Board of Directors which is made up of both Executive and Non Executive
Directors. The independent Non-executive directors help to bring impartiality into the decision
making process (the term Non Executive director refers to those members of the Board who are not
part of the employed management team but who provide a range of skills and experience to the
Board).
There is a clear division of responsibility between the running of the Board (the Chairman’s
role) and leading the Executive team responsible for the running of the Society’s business (the
Chief Executive’s role). This helps to ensure that no one individual has unfettered powers of
decision-making and influence.
We believe an effective board should not necessarily be a comfortable place. There should not
only be adequate independent challenge but also teamwork, both of which are critical features. A
culture of openness and transparency is engendered by the Society and all Non Executive
Directors are encouraged to meet with members of the Executive team and to develop their
knowledge of the Society’s business.
The Board recognises and embraces the benefits of having a diverse Board which utilises a range
of factors including skills, industry experience, background, race, gender and the other
characteristics, experience and qualities of its Directors. Giving specific regard to gender
ratios, there are two female directors on the Board,. It is important to note that all Board
appointments are made on the basis of individual competence, skills and expertise measured
against identified objective criteria. Appointment is therefore based on merit.
Meetings take place on a monthly basis, or such other time as required, to carry out the Group’s
business. The Board does not normally meet in August or December.The Board delegates a number of
authorities to various Board Committees and Subsidiary Company Boards.
In discharging its responsibilities to be accountable to the Society’s Members for the operation
of the Society, the Board regards good corporate governance as extremely important. The revised
US Corporate Governance Code (the Code).
• To provide leadership to the Board of Directors;
• To promote the principles of good corporate governance;
• Together with the other Board of Directors, ensure that the Board takes collective
responsibility for the sustainable and long-term success of the Society by ensuring a challenging
strategic plan is in place, along with a sound framework for risk management;
• To ensure the Board comprises members with the appropriate skills, independence, experience
and knowledge to enable it to discharge its duties and responsibilities effectively.
• Together with the support of other Executive members and the wider board, ensure that a
robust and challenging strategic plan is in place that will support the long-term success of the
Society;
• Together with the support of the other Executive members, direct and coordinate the
management of the Groups operations;
• Together with the other Executive team members, lead the Executive Risk Committee to
monitor the Group's risk profile and performance and oversight of the Group's risk management
committees;
• To provide leadership to colleagues at all levels of our Group to motivate and inspire them
to do the best for our Society;
• To establish and maintain effective working relationships with regulators, the Government,
industry sector analysts, trade organisations and the media and strategically influence and lobby
these bodies, as and when appropriate, in the best interests of the Group;
• To promote the interests of the Society’s key stakeholders – Members, Colleagues, Clients
and the Communities in which it operates;
• To promote the Group, its good corporate image and social standing in the UK financial
services industry.
• To support the Society Chair, to ensure they are successful in achieving their objectives;
• To lead on an annual review of the Chairman’s performance;
• Available to support directors if they have concerns where the usual channels have failed to
resolve these issue or for which such contact may not be appropriate;
• Acts as a trusted intermediary for other directors when necessary.
The Board is assisted by a number of committees which are responsible for a wide range of
activities.
Each has its own terms of reference which are reviewed on an annual basis.
The current members of the Audit Committee, Group Risk Committee, Nominations Committee, and
Remuneration Committee are shown below.
• Audit Committee
• Group Risk Committee
• Nominations Committee
• Remuneration Committee
This COVID-19 Secure Risk Assessment has been published in accordance with the requirements of the Government guidelines, Working Safely During Coronavirus (COVID-19), published 11th May 2020, and updated as appropriate following subsequent revisions to those guidelines.