Corporate Governance – Chairman’s governance report

I was appointed Chairman of Orchard on the 7th October 2020 and it is my responsibility to ensure that the board is performing its role effectively and has the capacity, skills, experience, personal qualities and support to enable it to continue to do so. Although we have withdrawn our banking licence application, we will revisit this decision when there is some return to normality in the market and the Company will continue to develop its governance and control framework for a future potential bank licence application. With this in mind, we have undertaken a full review of governance arrangements and have:

  • made improvements to the quality of management information provided to the board;

  • broadened the content of board and committee minutes with improved tracking to ensure actions agreed are completed;

  • formalised the executive committee membership and meetings structure.

We will continue to review and improve our governance arrangements as appropriate, we believe that a sound and well understood governance structure is essential to maintain the integrity of the group in all its actions, to enhance performance and to impact positively on our shareholders, employees, regulators, customers, suppliers and partners.

Orchard has adopted the QCA Corporate Governance Code (“the Code”) as a benchmark for measuring our adherence to good governance principles. These principles provide us with a clear framework for assessing our performance as a board and as a company, and the report below shows how we apply the Code’s ten guiding principles in practice.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

The board has adopted a clear strategy and business model which it intends will promote long-term value for shareholders and security for its other stakeholders (employees, regulators, customers, suppliers and partners).

Our strategy is set out in the Summary of Strategy and on page five of our 2020 annual report. In short, Orchard borrows funds from its bankers and uses these together with its own capital, to lend to its customers. Stakeholder assets are given a high level of protection by a strict underwriting procedure, recourse guarantees to insulate lending against losses and a robust loan sanctioning process. See the section Business Model on the website and on page five of our 2020 annual report for more detail.

The interaction between the Board and Executive team is essential for setting strategy - any potential changes in strategic direction are developed by the executive directors and brought to the board for discussion and approval.

Principle 2: Seek to understand and meet shareholder needs and expectations

The CEO and/or CFO speak with key shareholders on a regular basis and explain what is happening with the group, at the same time, getting valuable feedback on how they view our plans. In addition, details of our financial reports and AGM details are sent to all shareholders and these, together with results of votes and details of corporate governance committees are included on the website under the section Board Sub-committees. Employees are made aware of the group’s plans and achievements directly from internal briefings, typically from the CEO.

The Board is kept informed of the views of shareholders and other stakeholders by regular updates from the CEO and CFO, together with formal feedback on shareholder’s views gathered and supplied by the company’s advisers. The views of private and smaller shareholders, typically arising from the AGM or from direct contact with the company, are also communicated to the board on a regular basis. Shareholder inquiries should be directed to the CEO, Ravi Takhar, on 01582 346248 or by e-mail to Ravi@Bexhilluk.com.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board is mindful of the fact that the long term success of the group relies upon maintaining successful relationships with a range of different stakeholders, both internal and external. We identify our key stakeholders to be our shareholders, employees, regulators, customers, suppliers and partners. We also have a responsibility to the local community in which our business operates.

We value our employees and, in addition to good rates of pay and bonuses, we also provide health club membership and childcare provision for any staff who wish it. We encourage staff to discuss, with the Company, any issues or problems that they may have, in addition to any ideas or views that they may have. During the current pandemic staff have been working from home to deliver a very high level of service to our customers and we have maintained open communication lines with the CEO and management team. There are also monthly staff meetings at which staff are, again, encouraged to provide their views or question management. These views are brought to the Board as part of our board meetings. This fosters a culture of engagement across all aspects of the business and innovation in what we do, contributing to a loyal and motivated workforce. The group seeks to be a socially responsible entity – where possible, we employ from the local area and therefore contribute positively to the local economy and community.

We review the background of our main suppliers to ensure we work with organisations which share our values and high standards regarding human rights and other ethical considerations. We believe that our ethical business values provide an essential ingredient into our plans for future growth. While we always look for value for money from our suppliers, we never attempt to use our buying power to impose unfairly low prices. Suppliers who are happy to deal with us makes for continuity of supply and a mutuality of interests. We remain in regular contact with our suppliers as necessary (e.g. regular suppliers will be contacted more frequently than those which are dealt with, say, on an annual basis). Supplier issues will initially be dealt with by the staff member receiving details of the issue with a view to resolving the matter. If this is not possible it is immediately escalated to a director of the relevant subsidiary. If it cannot be dealt with at that level it is passed to the CEO. In all cases we try to resolve any problems with suppliers fairly and amicably for both parties.

In addition to the rules which come from being a limited liability company, employer and being listed on AIM, our operating subsidiaries are also regulated by the Financial Conduct Authority (FCA). Our customers therefore have a high level of statutory and regulatory protection when dealing with us. The company is compliant with the high standards expected of it by the FCA and acts on any feedback from the FCA at board level. Regulation is always specifically itemised on the agenda at board meetings.

We are in regular contact with our business partners (these are the brokers and professional introducers that we deal with) (see the section on Business Model) and we carry out a variety of checks on them, on an ongoing basis. This provides an extra layer of assurance regarding potential bad debts on loans we grant to their customers. Also, as part of our contact process, we obtain feedback from our partners as to where our systems can be improved, whether they are getting sufficient help and support from us and how we can do more for them. As a direct result of their responses, our IT systems have been further enhanced and our delivery processes streamlined.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organization

Effective risk management is a key factor in our business. In addition to the strict underwriting, monitoring and approval procedures mentioned earlier, we also have an evolving risk management framework to identify all risks facing our business. We track these through a risk register, enabling us to act quickly and decisively where any issues are raised. Embedding a culture of risk awareness and effective management starts with all staff undergoing an induction process during which they have explained to them the key risks of the business (including credit, financial, conduct, strategic and operational risks and also rules for staff dealing in shares and the avoidance of conflicts of interest). They are trained to identify these risks and respond or escalate any that change or emerge. Their first course of action is to report this to the head of operations who is also a director of both operating subsidiaries. At the same time, the newly appointed CRO now provides a second line of defence to monitor these risk exposures and report on them to the Board. The key risks have been identified as credit risk, financial risk, conduct risk, strategic risk and operational risk. See the section on Principal Risks and Uncertainties.

Principle 5: Maintain the board as a well-functioning, balanced team led by the chairman

As Chairman of the Group Board, I have had a 40 year career in Financial Services and have extensive governance, risk management and compliance experience enabling me to make a positive contribution to Orchard’s governance and risk management framework. The composition of the Board consists of two executive directors (CEO and CFO) and two independent non-executive directors (INEDs) ensuring there is a good level of challenge and support for the executive and senior management. All directors (and senior management appointments) must have the experience necessary to carry out their functions. A thorough nominations process undertakes the assessment, background checks, referencing and validation before appointment to the Board. Directors are required to keep up to date with relevant regulation and legislation through appropriate training, background reading, industry briefing and networking interactions. Job descriptions outlining key and regulatory responsibilities exist for each Board and senior management appointment. Board effectiveness reviews and Director evaluations, which have been largely informal to date, will become more structured and formal in preparation for any future potential bank licence application.

Prior to each board meeting the directors receive a detailed pack which includes:

  • Board meeting Agenda

  • Minutes from the previous board meeting

  • Board pack which includes details on financial performance, progress against plans for each business line of the business, operational and service performance, strategy and project execution, and risk and regulatory compliance metrics

  • Existing and new business review

  • Regulation & Compliance report

  • Staffing assessment

  • Papers as required for additional items requiring board attention (e.g. change in strategy, major projects or items of planned expenditure).

All directors are subject to election by shareholders at the first AGM immediately following their appointment for an initial three year term. Thereafter, they are subject to re-election at intervals of no more than three years. In the case of non-executive directors, the term is limited to a maximum of three terms. To anticipate future board director and senior management requirements, the Board will periodically (annually) review a succession plan prepared by executive management.

Short biographies of the group’s directors and details of their roles are set out in the section Board of Directors.

The Board has the following sub-committees – Audit Committee, Nomination Committee and Remuneration Committee.

Details of the work of these committees and their terms of reference are shown in the section Board Sub-committees. Their terms of reference and effectiveness is subject to annual review.

Details of matters reserved for the Board are shown under Matters reserved for the Board.

The roles of the Chairman and CEO are detailed under Description of Roles of Chairman and CEO.
 

Meetings and attendance

The following table summarises the number of board and audit committee meetings held during the period covered by the 2020 annual report and subsequently to the date of this statement, and the attendance record of individual directors at those meetings. Attendance includes conference calls and e-mails. The remuneration committee and nomination committee did not meet

Director Potential attendance Actual attendance
Main board:
Gary Jennison (to December 2019) 2 1
Ravi Takhar 7 7
Liam McShane 7 7
Jonathan Shearman (to 12 December 2019) 1 1
Mark Sismey-Durrant (from December 2019 to October 2020) 2 1
Ketan Malde (from September 2019) 6 5
Steven Hicks (from December 2019) 5 5
Audit committee:
Gary Jennison (to December 2019) 1 1
Steven Hicks (from December 2019) 3 3
Ketan Malde (from September 2019) 4 4
Nominations committee:
Ravi Takhar 1 1
Liam McShane 1 0
Ketan Malde (from September 2019) 1 1
Steven Hicks (from December 2019) 1 1

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The board includes two Independent Non Executive Directors appointed in the last 15 months. They have been recruited on the basis of their broad business experience and their specific experience operating at Board level in banks in the UK. The Company therefore now has a suitably experienced, qualified and competent board of independent directors with the capability to ensure the on-going safety and soundness of the business and the experience to provide challenge and encouragement to the executive directors of the Company. All board directors are required to stay up to date with market and regulatory changes and an annual assessment will be undertaken of their skills and capabilities to ensure they remain appropriate as the business evolves.

In assessing the suitability of Directors, the Board takes account of the following considerations:

  • Business judgment – the ability to attend to sufficient relevant detail; to learn lessons from the past with an open mind; to bring to the company experience from outside the organization; to make reasoned decisions in the absence of information.

  • Commercial awareness – familiarity and confidence in dealing with financial and management information; an understanding of the Company business model as it is currently and how this would impact the performance and risks of the business in the future.

  • Risk understanding – the ability to weigh up risks and help the Board to set its risk appetite and to make good business decisions. An understanding of horizon scanning to help understand the changing market, technological, operational, regulatory and legal environment in which the business operates. Familiarity with the evolution of a three lines of defence risk management model.

  • Regulatory familiarity – understanding the regulatory, statutory, listing and legal conditions applicable to the Company. The ability to contribute to the technical aspects required for Board decisions on credit, financial, strategic, operational and conduct risk management.

  • Leadership – the ability to help guide management and to test management thinking; to ensure that staff and other directors are aware of their individual responsibilities (including under the regulatory Senior Management and Certification Regime); setting positive example (both inside and outside the organization).

There is currently no formal policy for diversity within the board. However, this will be addressed over time, there is gender diversity in the two operating subsidiaries currently, with a majority of female directors in each.

There is an expectation that all directors are aware of the general duties applicable to company directors.

External Advisers

The Board is authorised in its terms of reference to seek such external advice as is considered appropriate or necessary in circumstances where such advice helps with progressing the Board’s strategic objectives. The Board routinely consults with its Nominated Adviser, External Auditor and other professional advisers on matters arising in the ordinary course of its business.

The CFO is also Company Secretary

The CFO is currently the Company Secretary. The Board feels that the current scale and limited complexity of the business means that this serves the needs of the business for the time being and that this is both efficient and economic.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

As has been stated already, the Group is currently relatively small in scale and the Board of directors is calibrated with a balance of independent Non Executive directors and executive directors to ensure it can operate efficiently and commensurate with good governance practice.

Formal Board evaluation disciplines will be instituted in the future as part of the preparation for a potential bank licence application.

The Board operates under a Conflicts of Interests Policy and a Conflicts of Interest register is maintained for each Board Director. At the start of each Board or Committee meeting, members are asked to declare any conflicts which may exist with the matters being discussed. If any conflict is identified, the conflicted party would not participate in such discussions.

In addition, the overall effectiveness of the board will be measured by how the Company has performed against targets and how it responds to and complies with regulation. There have been no problems to date in these areas.

Principle 8: Promote a culture that is based on ethical values and behaviours

The Board is ultimately responsible for the culture of the Company – setting the tone from the top. To ensure an alignment of staff with Company values, all staff go through an induction process during which they have explained to them our values, what is expected of them and how they need to conduct themselves. The group operates out of a single Luton office, so it is relatively easy to monitor behaviour consistent with our values. Should any member of staff have an issue with unethical practices which come to their attention, they can report this to the Head of Operations. To date there have been no such issues.

Our culture is an integral part of our strategy. We are in a regulated industry and ethical behaviour is of paramount importance. Operating in a principled manner enhances our reputation in the market and our partners know this.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Board believes that current structures are sufficient for the size and complexity of Orchard. It will monitor the requirements of this code and evolving regulatory requirements on at least an annual basis and revise its governance framework as appropriate.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Details of how the Company is governed can be found both on the Company website and in the Company’s Annual Reports and Accounts.

The committees which met during the year to July 2020 were the Audit Committee and the Nominations Committee.

The Audit Committee met prior to the 2020 external audit to discuss and agree the audit plan submitted by the auditors. In summary, there were two key risk issues identified; the impact of COVID 19 and the calculation and disclosure of expected credit losses, and three areas of audit focus; compliance with FCA regulations, going concern assessment and management override of controls. The Audit Committee considered these matters and confirmed the approach set out in the audit plan. The Audit Committee also reviewed whether the auditor had provided significant non-audit services to the Company. There were no such services provided during the year.

The Nominations Committee met to review and approve the appointment of Steven Hicks as Independent Chairman.

The company engages with its significant shareholders on a regular basis. The main contact with other shareholders is through our website and by means of the AGM. AGM notices and minutes are shown on the website, under Shareholder circulars. Shareholders are invited to the AGM to vote in person or by proxy.

Steven Hicks
Chairman
3 November 2020