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Corporate Governance

The Directors recognise the benefits of good corporate governance and are committed to a high standard of compliance with the provisions of the UK Corporate Governance Code (the Code).

The Directors ensure that the Company keeps up to date with all corporate governance developments and best practice wherever practical.

The Code governs the relationship between the constituent parts of the Company, namely the Board and its committees; leadership; effectiveness; accountability; remuneration and relations with shareholders.

We have restructured the relationship between our two principal boards – Charles Stanley Group PLC (the holding company, or CSG) and Charles Stanley & Co. Limited (the principal regulated entity, or CSC) – and reorganised the committee arrangements. Under the new framework, which came into effect in March 2017:

The CSG Board has been charged with the responsibility to set strategy for the Group and to monitor the performance of the operating subsidiaries; and

The CSC Board has been charged with the responsibility to oversee, govern and direct the operation of the Group’s regulated business in line with the Group strategy.

The Group’s committee structure remains unchanged, with the Audit, Remuneration and Risk Committees operating as joint committees of both boards. CSC has now established a separate Nomination Committee, with Sir David Howard chairing the CSG Nomination Committee and Andrew Didham chairing that of CSC.

Charles Stanley & Co. Limited is regulated by the Financial Conduct Authority.

The Matters Reserved for the Charles Stanley Group PLC Board can be viewed here.

The Board of Charles Stanley Group PLC comprises two Executive Directors, and five Non-executive Directors. A short biography of each can be found below. 

The board

Directors of Charles Stanley Group PLC

Chairman

Sir David Howard Bt. MA, Dsc, FCSI (Hon)

Sir David Howard joined Charles Stanley in 1967. He became Managing Partner in 1971, Managing Director in 1988 and Chairman in 1997. He was Lord Mayor of London from 2000–2001. He has served as a Director of the CISI and London Stock Exchange, CREST and LIFFE Committees. He has also served as a Director of the Financial Services Skills Council, as Chairman of the Council of City University, as President of the Chartered Management Institute, as Chairman of the CISI Examinations Board and as a Director of the Personal Investment Management and Financial Advice Association (PIMFA). He is an alternate member of the Takeover Panel and serves on the CREST Settlements Appeals Panel. Sir David is Chairman of the Group’s Nomination Committee.

Chief Executive Officer

Paul Abberley

Paul Abberley was appointed to the Board and became Chief Executive Officer following regulatory approval in December 2014. Paul joined Charles Stanley as Chief Investment Officer in June 2014. Prior to this appointment Paul was the interim Chief Executive Officer of Aviva Investors Holdings Ltd and Aviva Investors Global Services Ltd, and a member of the Aviva Group Executive Committee, leading a series of strategic realignments with Aviva Investors Holdings Ltd where he had worked since 2008.
Prior to Aviva Investors, Paul spent eight years at ABN AMRO Asset Management as Chief Investment Officer for the company’s Fixed Income and Investment Solutions Division as well as being Chairman of the Company’s London Board and a member of the Global Executive Management Team.

Chief Financial Officer

Ben Money-Coutts

Ben Money-Coutts was appointed as Chief Financial Officer in March 2015. Ben joined Charles Stanley in May 2013 from Saltus Partners LLP where, since 2007, he had been a Partner, Chief Financial Officer and Chief Operating Officer. Prior to Saltus LLP Ben was Head of Corporate Broking at Bridgewell Securities. He qualified as an ACA at Arthur Andersen, worked at Charterhouse from 1987 to 2000 and was then a Corporate Finance Managing Director at ING Barings from 2000 to 2003. Prior to becoming CFO, Ben’s roles within Charles Stanley included acting as Chief Operating Officer of the Charles Stanley
Financial Services division and separately as interim Group Head of Compliance.

Non-Executive Director

Marcia Campbell

Marcia Campbell joined Charles Stanley as a Non-Executive Director in October 2017.
Marcia is Chair of the Risk Committee and is a member of the Audit and Nomination Committees. Marcia was formerly Group Operations Director and CEO Asia Pacific at Standard Life. She currently sits on the boards of Sainsbury’s Bank PLC, Murray International Trust PLC, The Canada Life Group (U.K.) Limited and CNP Assurances (a company listed on the Euronext Paris Stock Exchange). Marcia is also a member of Aviva’s independent governance committee.

Non-Executive Director

Andrew Didham

Andrew Didham joined Charles Stanley as a Non-Executive Director in September 2015.
Andrew is a member of the board of NM Rothschild & Sons Limited and was Group Finance Director of the worldwide Rothschild Group between 1997 and 2012. A partner of KPMG from 1990 to 1997, Andrew is a Fellow of the Institute of Chartered Accountants in England and Wales. Andrew is also a Non-Executive Director of Shawbrook Group PLC and Chairman of its Audit Committee. Andrew’s past experience includes audit responsibility for a number of global financial institutions, assignments on behalf of the Bank of England and of the EU, and extensive dealings with global regulatory authorities. Andrew is Chairman of the Group’s regulated entity, CSC, as well as being the Group’s Senior Independent Non-Executive Director. Andrew is also a member of each of the Audit, Nomination. Remuneration and Risk Committees.

Non-Executive Director

Hugh Grootenhuis

Hugh Grootenhuis joined Charles Stanley as a Non-Executive Director in September 2017.
Hugh is Chair of the Audit Committee and is a member of each of the Nomination, Remuneration and Risk Committees. Hugh is a director of S.W. Mitchell Capital Public Limited Company (since 1 January 2016) and Bridge Fund Management Limited (since 1 September 2016). Both these companies are registered in Ireland. Hugh is also a partner of R M Caldecott & Partners. Hugh was formerly Chief Executive of Waverton Investment Management Limited (previously J O Hambro Investment Management).

Non-Executive Director

Bridget Guerin MA (Cantab)

Bridget Guerin joined Charles Stanley as a Non-Executive Director in September 2012.
She has over 30 years’ experience in the financial services industry, most recently serving as a Director of Matrix Group Limited. Prior to that Bridget was Marketing Director of Schroder Unit Trusts Limited. Bridget is Chair of the Remuneration Committee and is also a member of the Nomination and Risk Committees. Other appointments include Mobeus Income & Growth VCT, Invesco Perpetual UK Smaller Companies Fund, Schroder Income Growth Fund PLC, Cantab Quantitative Fund, Cantab Core Macro Fund, GAM Systematic Discretionary Fund and Cantab Capital LTIP Limited. Bridget is also a member of the York Race Committee and a trustee of the York Racecourse Pension Fund.

Investor relations

Remuneration Committee


In accordance with the UK Corporate Governance Code, the Remuneration Committee was established to ensure that there is a formal and transparent procedure in place to monitor the remuneration of executive directors. The committee comprises 3 members; Bridget Guerin, Andrew Didham and Hugh Grootenhuis.

The Committee’s function is to agree a broad framework for the remuneration of executive directors and ensure that this is reviewed on a regular basis. The Committee will also review the share incentive scheme, any performance-related pay schemes and pension arrangements. The Committee will prepare a report on remuneration policy and practices to be included in the Company’s Annual Report.

Terms of Reference

Directors' Remuneration Policy

Investor relations

Audit Committee


The Group has established an Audit Committee with the role and responsibilities described in the UK Corporate Governance Code. The Committee comprises 3 members; Hugh Grootenhuis, Andrew Didham and Marcia Campbell. The Committee meets on a quarterly basis.

The Committee is responsible for monitoring and reviewing the effectiveness of the Group’s internal audit function and considering reports from internal audit on internal controls and risk management. It is also responsible for ensuring an objective and professional relationship is maintained with the Group’s external auditors.

The role of the Audit Committee includes reviewing the independence and the nature of non-audit services supplied and non-audit fee levels relative to the audit fee. The Committee is satisfied that the independence of the auditors has not been impaired by providing these services.

Terms of Reference

Investor relations

CSG Nomination Committee


The CSG Nomination Committee establishes a clear policy for the appointment of new directors and the monitoring of the performance of existing executives. The Committee's role is to monitor the effectiveness of the Board as a whole and to consider whether it comprises of an appropriate balance of experience, knowledge and independence.

The committee comprises of 5 members; Sir David Howard, Bridget Guerin, Marcia Campbell, Andrew Didham and Hugh Grootenhuis.

The Committee is responsible for the evaluation of new appointments to the Board, succession planning for existing directors and the termination of director service contracts. The Committee will prepare a report to be included in the Company's Annual Report.

Terms of Reference

Investor relations

Charles Stanley Group PLC results of AGM



 

Section 430(2B) Companies Act 2006

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Charles Stanley & Co. Limited
55 Bishopsgate
London, EC2N 3AS

020 7739 8200