Independent Non-Executive Director

Location: London
Regulatory Status: SMF12 – Chair of the Remuneration Committee
Sector: Foreign Subsidiary Bank

The Opportunity

Our client is a well-established international banking group with a significant presence in the UK and a long-standing reputation for supporting international trade, corporate banking, financial markets and retail banking activities.

Operating across multiple jurisdictions, the Bank combines the strength of a global franchise with a locally governed UK business. It maintains a strong balance sheet, an established governance framework, and a commitment to the highest standards of regulatory compliance and corporate governance.

As part of a planned Board succession process, the Bank is seeking to appoint an Independent Non-Executive Director who will also serve as Chair of the Remuneration Committee (SMF12).

This appointment represents an opportunity to join a highly respected Board and play a key role in overseeing remuneration, succession planning, culture, talent management and governance within a regulated banking environment.

The Role

As an Independent Non-Executive Director, you will provide independent judgement, challenge and oversight to the Board and Executive Management team. You will contribute to the development of strategy, oversee organisational performance and support the Bank in maintaining effective governance and constructive relationships with regulators and key stakeholders.

In your capacity as Chair of the Remuneration Committee, you will lead the Committee’s oversight of remuneration and reward matters, ensuring that remuneration frameworks support the Bank’s strategic objectives, risk appetite and long-term sustainability.

The role requires an individual who can combine strong governance credentials with commercial judgement, independence of thought and the ability to influence and challenge constructively at Board level.

Key Responsibilities

As a Board Director

• Provide independent challenge and oversight to the Executive Management team.
• Contribute to the development and review of the Bank’s strategy and long-term objectives.
• Monitor organisational and financial performance against agreed plans and objectives.
• Support the maintenance of strong governance, risk management and internal control frameworks.
• Promote a culture of integrity, accountability and prudent decision-making.
• Maintain constructive relationships with regulators, shareholders and other stakeholders.
• Support the Chair and Executive team in ensuring the Bank continues to operate to the highest standards of corporate governance.
• As Chair of the Remuneration Committee
• Lead the Committee in overseeing the Bank’s remuneration and reward framework.
• Ensure remuneration policies align with the Bank’s strategy, culture, risk appetite and regulatory obligations.
• Provide oversight and challenge regarding executive remuneration, material risk takers, succession planning and talent management.
• Ensure remuneration structures appropriately balance risk and reward considerations.
• Oversee the implementation of remuneration policies in accordance with PRA and FCA requirements.
• Ensure appropriate consideration of deferral, malus and clawback arrangements where relevant.
• Chair Committee meetings effectively, ensuring robust debate, evidence-based decision making and clear reporting to the Board.
• Maintain oversight of culture, leadership development and workforce considerations relevant to the Bank’s long-term success.

Candidate Profile

The successful candidate will possess:

• Previous Board-level experience within banking or regulated financial services.
• Experience serving as a Chair of the Remuneration Committee within a regulated financial institution and a previous SMF12 is essential.
• Strong understanding of PRA and FCA governance and remuneration requirements.
• Deep appreciation of how remuneration frameworks influence risk culture and organisational behaviour.
• Strong understanding of talent management, succession planning and executive leadership assessment.
• Excellent stakeholder management skills and credibility with regulators, Board colleagues and executive management.
• Independence of thought, sound judgement and unquestionable integrity.
• The ability to provide constructive challenge while maintaining collaborative working relationships.
• International banking experience would be advantageous.

Personal Attributes

• The successful individual will demonstrate:
• Strong leadership capability.
• Strategic thinking and commercial acumen.
• Excellent communication and influencing skills.
• High levels of integrity and professionalism.
• Independence and objectivity.
• Sound judgement and decision-making ability.
• A commitment to diversity, inclusion and effective governance.

Regulatory Requirements

• This role is designated as a Senior Management Function under the Senior Managers & Certification Regime (SMCR).
• The successful candidate will be required to obtain regulatory approval as:
• SMF12 – Chair of the Remuneration Committee
• Candidates must be able to satisfy all applicable Fitness and Propriety requirements.