An effective governance framework is key to our long term success, sustainability, and to meeting our legal and regulatory requirements. Our Partner Funds are also our shareholders. This relationship is characterised by high levels of engagement.

The Board is collectively responsible for our long-term success within a framework of prudent and effective controls. The Board’s non-executive directors bring a level of independent challenge to the CEO and the management team. To support the Board in its oversight and leadership, there is an established committee framework (details below).

The CEO is responsible for the day-to-day management of the London CIV. The CEO is supported in this by an Executive Committee which includes other senior managers.

In addition to our Articles of Association, there is a Shareholder Agreement in place which outlines the matters reserved to shareholders. These matters include items such as the approval of the budget, objectives, and the business plan.

Shareholder Relations

Positive engagement with our shareholders is central to our success, and include the following touchpoints:

General Meetings (2 per year): all shareholders invited; exercising of shareholder rights.
Shareholder Committee (4 per year): sub-set of shareholders; consults on items such as our strategy, business plan, corporate performance, and shareholder reserved matters.

The Board

Collectively responsible for the long-term sustainable success of the Company, the Board’s role is to provide leadership of London CIV within a framework of prudent and effective controls which enables risks to be assessed and managed effectively. You can read about how the Board discharged its duties in the s172 Statement in our annual accounts.

The Board is comprised of 4 independent non-executive directors, including a non-executive Chair, 2 shareholder-nominated non-executive directors, and 2 executive directors. More information on our Board can be found here. In addition to the directors, there is a Treasurer Observer at each Board meeting.

In line with corporate governance best practice, the Board undertakes an externally facilitated evaluation every 3 years. All directors must meet FCA fitness to serve requirements and are specifically approved by the FCA where required by the Senior Manager Certification Regime.

The Committees

Compliance, Audit and Risk Committee (CARCO)

Mark Laidlaw, Chair

CARCO is responsible for the risk and control framework, overseeing compliance obligations, for the integrity of financial statements and reporting, and for external auditor engagement.

Principal areas of focus

Review of London CIV’s Annual Report and Financial Statements, including going concern requirements
Oversight of the external audit process, and of arrangements with the Company’s External Auditors
Reviewing the ongoing compliance monitoring programme and challenging management on outstanding actions
Client outcomes and product service governance including Assessment of Value
Reviewing capital liquidity, ICARA and wind-down planning
Business resilience, cybersecurity and the information systems programme
Internal control environment
Investment-related regulatory risks.

CARCO Members: Mark Laidlaw, Dean Bowden, Kitty Ussher

Remuneration and Nominations Committee (RemNomCo)

Kitty Ussher, Chair

RemNomCo is responsible for the remuneration framework and remuneration of key staff, nomination matters for the Board, and succession planning for key staff and the Board. ExCo remuneration is delegated to the Senior Pay Panel, a sub-set of the RemNomCo.

Principal areas of focus

Remuneration policy remains robust and enables the Company to attract, retain and motivate the quality staff required to deliver services to Partner Funds
Challenge and review the pay awards
Succession planning in respect of the Board and key staff
Annual appraisal of the Board Chair
Annual Board evaluation arrangements and programme of Board development events

RemNomCo Members: 4 independent non-executive directors and 2 shareholder-nominated NEDs

Shareholder Committee (SHCo)

SHCo plays an important role in identifying emerging issues and realistic solutions which will ensure that we can continue to meet our Shareholders’ needs.

SHCo is consulted on: London CIV’s strategy, budget and business plan (MTFS); emerging issues; shareholder priorities; financial and corporate performance; and external reporting.

SHCo Members:

9 London Local Authority (LLA) Pension Investment Committee Chairs
1 Trade Union Representative
4 Treasurer members
1 London CIV Board director

In addition to the above members, the CEO and CFO are present at each meeting.