Starling Bank Limited

Corporate Governance
Statement

Starling Bank Limited (Starling or the Bank) is a digital bank serving millions of individuals and small to medium-sized enterprises in the UK. It is authorised by the PRA and regulated by the FCA and the PRA.

Starling is committed to maintaining the highest standards of corporate governance. For the year ended 31 March 2022, Starling followed the Wates Corporate Governance Principles for Large Private Companies. Further detail on how Starling has applied these principles is set out below.

Principle 1: Purpose and Leadership

One hand passing a Starling card to another hand

An effective board develops and promotes the purpose of a company, and ensures that its values, strategy and culture align with that purpose.

Our purpose

Starling was founded to give people a fairer, smarter and more human alternative to the banks of the past. We aim to deliver fast technology, fair service and honest values within the banking industry. Our purpose is underpinned by five Starling values: listen, keep it simple, do the right thing, own it and aim for greatness. Our values are integrated into all functions across the Bank, and reiterated through the Code of Conduct applicable to all employees and agency staff. The Board of Directors of Starling Bank Limited (the Board) ensures that Board decisions and the Bank’s overall strategy fully align with Starling's core values. The Group’s strategy is debated annually and considered at each stage of Board decision-making.

The Board

The Board is the principal decision-making body for all significant matters affecting the Starling Group (the Group) and is accountable to shareholders for creating and delivering long-term sustainable value. Having regard to the interests of all stakeholders, the Board drives informed, collaborative and accountable decision-making and provides constructive challenge, advice and support to the Starling Executive team (the Executive). In addition to promoting the highest standards of corporate governance, the Board is responsible for ensuring Starling has the necessary resources, processes, controls and culture in place to deliver on its values and strategic objectives, to promote long-term sustainable growth and provide maximum protection for the Bank’s consumers.

The workplace culture at Starling reflects our values of fairness, equity, inclusion, compassion and non-discrimination and the Board adopts a best practice approach with regard to employee engagement. Board decisions are taken with due regard to all stakeholder interests and the Board receives updates on employee consultations regarding culture initiatives which are linked to Starling’s core values. Board members are screened for conflicts of interest and relationships with companies that do not meet our values and ethics.

All Directors are required to inform the Chair of any updates or changes to their external roles. The Company Secretary is responsible for keeping appropriate records, including a register of the directors’ external appointments and memberships as well as the scope of any authorisations granted by the Board. In line with Starling’s Conflict of Interest Policy, Starling will only tolerate conflicts of interest where the risk can be monitored, measured and managed within the Bank’s risk appetite, with particular focus on its conduct risk appetite and the need to ensure Starling’s customers are treated fairly. The Board undertakes an annual review of conflict authorisations.

The Board holds an annual strategy day which provides an opportunity for Board members to engage with Starling’s Executive to shape strategy. The Board also attends Starling’s offices regularly and interacts with a wider group of employees. Processes have been implemented to better measure employee engagement and enhance understanding of the Bank’s workplace culture from an employee’s perspective. Starling values the trust, confidence and views of all of its investors. Significant shareholders are represented on the Board and/or are entitled to nominate an observer to attend and speak at Board meetings.

Starling is committed to conducting its business with honesty and integrity in an open and transparent manner where all employees feel they are able to report their concerns. Starling’s Whistleblowing Policy details a robust process to enable concerns of wrongdoing to be escalated in a confidential manner so that necessary investigations, remediation actions and reportings can take place. We have partnered with a charity helpline and developed an anonymised solution for employees to electronically raise any whistleblowing concerns. The Chair of the Board Audit Committee is the Whistleblowing Champion for the Bank.

Principle 2: Board Composition

Effective board composition requires an effective chair and a balance of skills, backgrounds, experience and knowledge, with individual directors having sufficient capacity to make a valuable contribution. The size of a board should be guided by the scale and complexity of the company.

Board structure

The Board comprises executive and non-executive directors, the majority of whom are independent non-executive directors. A clear division of responsibilities exists between the roles of the Chair and the Chief Executive Officer. It is the responsibility of the Chair to lead and manage the work of the Board. Responsibility for the Group’s Executive leadership and day-to-day management of the Group’s business is delegated to the Chief Executive Officer. The Chief Executive Officer is supported in her role by the Executive. The Senior Independent Director acts as an experienced sounding board for the Chairman and a trusted intermediary for other Board members.

The Board Nomination Committee is responsible for leading the process for identifying and nominating candidates for appointment to the Board where needed. The Board Nomination Committee will keep under review the structure, size, composition, skills, knowledge, experience and diversity of the Board and makes recommendations to the Board on any proposed changes, taking into account the combination of skills, experience, knowledge and time commitment required to respond to the challenges and opportunities facing the Bank.

Backgrounds and experience

With varied professional backgrounds, Starling’s non-executive directors bring fresh and diverse perspectives to Board review and decision-making. Board members have a range of experience, skills and knowledge, as well as a detailed understanding of the market and regulatory frameworks under which Starling operates, in order to deliver on the Bank’s strategic objectives.

Starling is committed to ensuring that its Board continues to comprise the appropriate skills, knowledge, experience and diversity required to fulfil its role and responsibilities, with internal and external evaluations of the effectiveness of the Board and Board Committee being undertaken at regular intervals.

Induction programme

On appointment, new Board members are provided with tailored induction programmes to fit with their individual experiences and needs, including the process for dealing with conflicts. New directors are invited to provide feedback on the programme they receive to ensure it is useful and well targeted. Board members are committed to continually improving their skills and knowledge, both externally and by participating in the Starling Bank Board Training and Development Programme which is refreshed annually and provides an opportunity for Board members to expand their skills and knowledge on matters relevant to Group strategy, including ESG, climate risk, cyber security, financial and operational resilience and regulatory developments.

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Principle 3: Director Responsibilities

The board and individual directors should have a clear understanding of their accountability and responsibilities. The board’s policies and procedures should support effective decision-making and independent challenge.

Delegation

The Board is responsible for setting the overall strategy for the Bank in a manner that is most likely to promote the success of the Company for the benefit of its people, customers, suppliers, shareholders and the wider community, and aligned with corporate governance principles and applicable regulatory requirements. The Board has ultimate responsibility for setting the strategy, risk appetite and control framework for the Bank.

The Board delegates certain of its responsibilities to its Audit, Risk, Remuneration, Nomination and Ethics and Sustainability Committees and each Committee operates under clear Terms of Reference. The Board conducts an annual review of the Terms of Reference and membership of each of these Committees, which consist primarily of independent non-executive directors. Each Committee Chair is responsible for updating the Board on outcomes and actions arising from Board Committee meetings.

The key areas of responsibility of each Board Committee are summarised below:

Board CommitteeKey Responsibilities
Audit CommitteeEnsuring effective governance of the Group’s financial reporting, including monitoring the integrity, clarity and completeness of financial disclosures, reporting on significant financial reporting issues and judgements and reviewing and approving changes to Group accounting policies.

Overseeing the implementation and effectiveness of the Group’s internal and external audit functions (including their programmes of work) and reviewing the adequacy and effectiveness of the Bank’s operational controls in mitigating risk, through an independent assurance lens.
Risk CommitteeRecommending appropriate risk appetite and tolerances to the Board and overseeing effective risk management across the organisation.

Ensuring the Bank’s risk policies, frameworks, capabilities and controls are recognised and embedded, and reflected in a robust and supportive risk culture.

Ensuring the Group’s principal risks (including key and emerging risks) are properly identified, assessed and mitigated on an ongoing basis.
Remuneration CommitteeOverseeing the Group’s remuneration system design and ensuring remuneration is appropriate and consistent with the Bank’s culture, long-term business and risk appetite, corporate governance principles for banks, performances and control environment as well as with applicable legal and regulatory requirements.
Nomination CommitteeReviewing the structure, size, composition, skills, knowledge, experience and diversity of the Board and ensuring formal, rigorous and transparent procedures exist for the appointment of new directors.

In conjunction with the Board, giving full consideration to orderly succession planning for directors (executive and non-executive) and other senior management roles below Board level.
Ethics & Sustainability CommitteeProviding oversight and advice to the Board in relation to current and potential future risk exposures of the Bank arising from its ethics, environmental and societal responsibilities.

Board members receive monthly reports from members of the Executive, including escalation of any required matters arising from meetings of the Bank’s Executive Committees. Starling prepares annual audited financial statements, the outputs of which are reviewed and challenged by the Board and the Audit Committee prior to publication.

Risk model

In order to support risk management activities, Starling has adopted a risk management framework that operates within the principles of the “Three Lines of Defence” model. Within the three lines of defence model of the firm’s Enterprise Risk Management Framework, the Board Audit Committee has established the Internal Audit function to help protect the assets, reputation and sustainability of the Bank. It does so by providing agile, independent, objective assurance and consulting services designed to improve the Company’s control environment. Internal Audit aims to contribute in a fair, balanced, reliable and forward-looking manner to the firm’s governance and internal control environment.

Principle 4: Opportunity and Risk

A board should promote the long-term sustainable success of the company by identifying opportunities to create and preserve value and establishing oversight for the identification and mitigation of risks.

Risk management

The overarching direction of the Board is to take risk consciously and methodically in order to deliver the Bank’s strategic and business objectives, whilst demonstrating management of material risks to levels that preserve financial and operational resilience, and which ensure the ongoing confidence of customers, regulators and investors.

As stated above, Starling has adopted the Three lines of Defence model for risk management. In the First Line of Defence, individuals have been appointed to control roles to strengthen the processes for assessment and operational effectiveness of controls; in the Second Line of Defence, the Group has enhanced its risk and control assessment processes to identify critical controls; and in the Third Line of Defence, the Group has appointed a Group Head of Internal Audit to strengthen the coverage of all risk areas.

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First Line of Defence

The Business

  • Manage risks within appetite via proactive identification, measurement, management, monitoring and reporting.
  • Report on risks and issues.
  • Design and implement controls to manage risks.
  • Review the design and effectiveness of controls.
  • Establish effective risk culture.
Second Line of Defence

The Risk Function

  • Develop, implement and maintain the ERMF.
  • Develop for Board approval an appropriate risk appetite.
  • Provide independent, expert advice and guidance.
  • Ensure effective risk-based decision-making subject to governance and oversight.
  • Support and challenge first line risk management.
  • Provide assurance on regulatory compliance and effectiveness of key controls.
Third Line of Defence

Internal Audit

  • Independent assurance.
  • Assess whether risk management is being implemented and operating effectively across both first and second lines.
  • Review the overall risk management framework to ensure alignment to regulatory expectations and industry standards.

Starling’s Risk Strategy is to create and maintain a robust risk culture and embed effective risk management practices in order to ensure that the Group delivers a reputable, responsible and sustainable business. This is achieved through providing an open and transparent environment where well-trained and informed individuals take intelligent risk, subject to clear policies, in pursuit of the Group’s business strategy. Starling’s risk appetite framework and statements are reviewed and approved by the Board Risk Committee and Board on an annual basis, to ensure that they remain consistent with the Bank’s regulatory requirements and overall business strategy.

Internal audits

In addition to the risk assurance programme provided by the Second Line of Defence, Starling’s Internal Audit function is responsible for providing assurance to the Board Audit Committee on the effectiveness of the controls, risk management and governance processes for the Bank. As the Third Line of Defence, it aims to contribute in a fair, balanced, reliable and forward-looking manner to the firm’s governance and internal control environment. The Internal Audit Charter defines the role and responsibilities, authority, independence, and scope of the Internal Audit function. It is approved and reviewed annually by the Board Audit Committee. Any breach of the Internal Audit Charter, or the Board approved risk appetite framework and statements, must be reported without delay to the Chair of the relevant Board Committee and, if necessary, the Board.

Principle 5: Remuneration

A board should promote executive remuneration structures aligned to the long-term sustainable success of a company, taking into account pay and conditions elsewhere in the company.

Remuneration policy

The Remuneration Committee is responsible for designing, implementing, and overseeing the remuneration policy, and the reward structure of the Bank. The Remuneration Committee ensures that effective risk management is a key component of remuneration and incentive structures. The Board is committed to adhering to the Financial Services Remuneration Code. As a result, the risk-focused remuneration policy is consistent with and promotes effective risk management which does not expose the Bank to excessive risk.

The Bank has in place a Remuneration Policy (the Policy) which applies to the Executive and senior management of the Bank, including members of the Board. The Policy aligns to the Bank’s culture, long-term business and risk appetite, corporate governance principles, performance, control environment and legal and regulatory requirements.

Policy reviews

The Policy is reviewed annually to take account of any changes to policies, practices and procedures, and aims to strike a balance between short and long-term business performance and to reward people accordingly. Remuneration, including any variable remuneration, is linked to business performance and assessed against financial and non-financial criteria including risk management related metrics.

The Remuneration Committee comprises non-executive directors only. Where appropriate the Bank seeks external advice to support decision-making and inform the Board prior to approval of the Policy. The Remuneration Committee is responsible for reviewing workforce remuneration and related principles and policies (including the alignment of incentives and rewards and any major changes in employee benefits structures) in line with the culture and broader values of the Bank.

Principle 6: Stakeholder Relationships and Engagement

Directors should foster effective stakeholder relationships aligned to the company’s purpose. The Board is responsible for overseeing meaningful engagement with stakeholders, including the workforce, and having regard to their views when taking decisions.

Starling’s key stakeholders are its people, customers, suppliers, communities, shareholders and regulators. The Board recognises the importance of engaging with each of these groups to help inform its strategy and decision-making. Regular updates to the Board on people, ESG initiatives, brand sentiment and media activity assist the Board in understanding the effects of the Company’s policies and practices. Annual financial reporting by the Bank includes a confirmation on behalf of the Board that the information provided gives a true and fair view of the state of affairs of the Group.

A group of Starling employees

People

Starling is committed to providing a workplace culture that reflects its values of fairness, equity, inclusion, compassion and non-discrimination. The Board takes into account employee interests in its decision-making, and regularly reviews processes to increase employee engagement.

A woman smiling and holding a phone

Customers

At the core of the Bank’s value system is a belief in transparency, fairness and inclusion and this means actively listening to customers. The Board receives updates on consumer protection and customer safeguarding initiatives and is ultimately responsible for ensuring the Bank has appropriate resources, processes and controls in place to protect customers from financial crime.

A Starling business debit card balanced on an orange pedestal

Suppliers

Starling is committed to developing business relationships with high quality suppliers and partners who themselves are committed to operating under ethical and environmental standards equivalent to the Bank’s own, including in the fair treatment of customers, employees and other stakeholders.

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Environment

The Board understands the impact the banking industry has on its surrounding communities and as a result has established an Ethics & Sustainability Committee, which oversees the impact of the Bank’s operations on the community and environment and reports to the Board on the Bank’s ethics, environmental and societal responsibilities.

A pair of hands at a conference table

Regulatory

Starling Bank Limited is authorised by the PRA and regulated by the FCA and the PRA. The Board and the Executive maintain strong, open and transparent relationships with regulators to ensure the Bank’s strategic plans align with our regulators and customers.

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Shareholders

Significant shareholders are represented on the Board and/or are entitled under the Bank’s constitutional arrangements to nominate an observer to attend Board meetings.

Further information on corporate governance at Starling, including our Section 172(1) Statement can be found in the 2022 Annual Report:

Starling Bank Limited Annual Report & Consolidated Financial Statements 2022

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