Prudential Regulation Authority Rulebook

4.1

A ring-fenced body must ensure that at least half of the members for the time being of its governing body are independent non-executive directors.

4.2

For the purposes of 4.1:

1. (1) the chairperson of a ring-fenced body’s governing body is not to be counted as one of the number of independent non-executive directors or as one of the total number of members for the time being of the governing body; and
2. (2) where an extraordinary vacancy arises which, if not filled, would cause the ring-fenced body to fail to comply with 4.1, the ring-fenced body must fill the vacancy as soon as reasonably possible after the vacancy has arisen, and will not be in breach of 4.1 while it is in the course of so doing.

4.3

A ring-fenced body must ensure that the person performing the Chair of the Governing Body function:

1. (1) is an independent non-executive director; and
2. (2) does not chair the governing body of any other member of the ring-fenced body’s group, other than a ring-fenced affiliate.

4.4

A ring-fenced body must ensure that no more than one-third of the members of its governing body are employees or directors of any other member of the ring-fenced body’s group, other than of a ring-fenced affiliate.

4.5

A ring-fenced body must ensure that it publicly advertises every vacancy for an independent non-executive director so as to bring the existence of the vacancy to the notice of those members of the public who might reasonably be expected to seek nomination.

4.6

4.5 does not apply if an extraordinary vacancy arises in the office held by the person performing the Chair of the Governing Body function of a ring-fenced body.

4.7

A ring-fenced body must ensure that none of its senior management who is a member of its governing body is an executive member of the governing body of any other member of the ring-fenced body’s group, other than a member that is:

1. (1) a body corporate falling within section 192JA(2) of FSMA; or
2. (2) a ring-fenced affiliate.

4.8

For the purpose of 4.7, ‘executive member’ means a person who performs any executive function in relation to the relevant member of the ring-fenced body’s group.