Halifax Share Dealing is an online broker, allowing customers to buy and sell shares in UK and international listed companies across a range of markets. The Halifax service is operated by Halifax Share Dealing Limited (‘HSDL’ or the ’Company’).
HSDL has been operating since 1997, when it was initially set up to support the flotation of the Halifax Building Society. Since then HSDL has expanded into one of the UK’s largest execution only stockbrokers.
HSDL is the core business stockbroking arm, and a wholly owned subsidiary of, Lloyds Banking Group plc (the ‘Group’) and is authorised and regulated by the Financial Conduct Authority as an investment firm. As an independent subsidiary of the Group, HSDL has its own board of directors and governance structure.
HSDL is led by a Board comprising an intragroup Non-Executive Chair, internal (to Group) Non-Executive Directors and Executive Directors. The Board is collectively responsible for the long term success of the company. It achieves this by setting the strategy and overseeing delivery against it, establishing the culture, values and standards of the business, setting risk appetite and ensuring that the business manages risk effectively, monitoring financial performance and reporting and ensuring that appropriate and effective succession planning arrangements are in place.
The Board has delegated to management the power to make decisions on operational matters, including those relating to capital, liquidity and market risk, within an agreed framework.
The roles of the Chair and the Board and its governance arrangements, including the schedule of matters specifically reserved to the Board for decision, are reviewed annually.
|Executive Directors||Non Executive Directors|
|Joel Ripley||Carl Membery|
|John O’Dwyer||Karlene White (Board Risk Chair)|
|Sean Quinn (Board Chair)|
Directors are appointed by the Board or by the shareholder in accordance with the Group’s internal governance processes applicable to subsidiary companies.
All new directors (both Executive and Non-Executive) are offered an induction session prior to their appointment dealing with their duties and responsibilities, and setting out what is expected of them in their role as a director. In addition, regular training and information sessions on specific topics of interest / relevance are made available to directors on an ongoing basis, delivered by both internal Group personnel and external third parties.
The Board is supported by its Risk Committee, which makes recommendations to the Board on matters delegated to it, in particular in relation to internal control, risk, financial reporting and governance. This enables the Board to spend a greater proportion of its time on strategic, forward looking agenda items. The Risk Committee is chaired by an experienced Chair. The Committee Chair reports to the Board on the activities of the Committee at each Board meeting.
The Terms of Reference for the Board’s Risk Committee can be found below.
The Chair of the Board leads a rolling review of the Board’s effectiveness and that of its Committees and individual Directors. The evaluation process provides an opportunity to consider ways of identifying greater efficiencies, maximising strengths and highlighting areas for further development and improvement.
There are certain matters which are reserved exclusively for the Board (‘Matters Reserved for the Board’) as set out below. The Board will approve these matters in accordance with the strategy, business plan, policies and governance framework set by the Group.
|1. Strategy and Management|
|1.1||Responsibility for the overall leadership of the Company and setting the Company’s values and standards.|
|1.2||Approval of the Company’s strategic aims and objectives.|
|1.3||Approval of the annual operating and capital expenditure budgets and any material changes to them.|
Oversight of the Company’s operations ensuring:
|1.5||Review of performance in the light of the Company’s strategic aims, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.|
|1.6||Extension of the Company’s activities into new business.|
|1.7||Any decision to cease to operate all or any material part of the Company’s business.|
|2. Structure and Capital|
|2.1||Changes relating to the Company’s capital structure.|
|2.2||Major changes to the Company’s corporate structure.|
|2.3||Changes to the Company’s management and control structure.|
|3. Financial Reporting and Controls|
|3.1||Approval of interim and annual financial statements.|
|3.2||Approval of any interim and final dividends.|
|3.3||Approval of the Annual Report & Accounts.|
|3.4||Approval of any significant change in accounting policies or practices.|
|4. Board Membership, Board Committees and Corporate Governance|
|4.1||Determining Board structure, size and composition, including appointments and removals.|
|4.2||Ensuring adequate succession planning for the Board so as to maintain an appropriate balance of skills and experience.|
|4.3||Selection of chair of the Board.|
|4.4||Approval of the high level Board delegations, including the matters reserved to the Board.|
|4.5||Membership and chair of Board committees.|
|4.6||Approval of Board committee terms of reference.|
|4.7||Appointment and removal of the company secretary.|
|4.8||Appointments to Boards of subsidiaries.|
|4.9||Authorising conflicts of interest.|
|5. Delegation of Authority|
|5.1||Approval of the delegated levels of authority.|
|5.2||Establishing Board committees and approving their terms of reference.|
|5.3||Receiving reports from Board committees on their activities.|
|5.4||Putting in place appropriate levels of signing authorities on behalf of the Company and approving appropriate Powers of Attorney.|
|6. Risk Management and Corporate Governance|
|6.1||Ensuring the Company manages risk effectively by:-
(a) approving the Company’s risk appetite (the extent and categories of risk which the Board regards as acceptable for the Company to bear);
(b) approving the Company’s risk management framework; and
(c) monitoring the Company’s aggregate risk exposures and risk/return.
|6.2||Ensuring that the executive management of the Company:
(a) establishes and maintains appropriate systems to plan and control business operations and risks and to comply with relevant legislation and regulations; and
(b) provides regular and sufficient information to the Board to enable it to discharge its monitoring duties in relation to these matters.
|6.3||Undertaking a rigorous annual review of its own performance, that of its committees and individual directors, and the division of responsibilities.|
|6.4||Review of the company’s overall corporate governance requirements.|
|7. Contracts & Agreements|
|7.1||Approval of new contracts where the cost impact of the lifetime value exceeds £1m and existing contracts where the cost impact exceeds £1m.|
|7.2||Approval of any contract outside the normal course of business, which exposes the Company or one of its subsidiary companies to unlimited legal liability.|
|8. Other Matters|
|8.1||Adoption of applicable Lloyds Banking Group Principles, Policies and Procedures.|
Remuneration, Nomination and Audit Committees are held at Group (parent entity) level. Further details are available here.
The memorandum and articles of association of Halifax Share Dealing Limited can be found here.