Unlocking the potential of dormant assets to drive positive change across the UK, we are proud to have welcomed our first Participants from the Investment and Wealth Management sector into the Dormant Assets Scheme, and adjusted our reserving model to enable more funding to flow to good causes.
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In line with the provisions of the UK Corporate Governance Code, the assignment of responsibilities between the Chair and the Chief Executive is documented to ensure a clear division between leading the Board and the Executive team’s responsibility for running RFL’s business.
The Chair is responsible for leading the Board, ensuring its effective functioning, and promoting the highest standards of corporate governance. He encourages all Directors to actively contribute to Board meetings and promotes constructive relations between the Executive team and NEDs. The Chair represents RFL and works with the Chief Executive to develop collaborative relationships with the NEDs, HMT, DCMs, UKGI, and other stakeholders. The Chair annually reviews the performance of the Chief Executive.
The Chief Executive holds responsibility for leading the delivery of RFL’s strategy and ensuring its overall success.
The Chief Executive is also the Accounting Officer for RFL and is accountable to Parliament and HMT’s Principal Accounting Officer for the responsibilities set out on page 56. The Chief Executive, as Accounting Officer for RFL, is the only Director of RFL with financial responsibility.
Additionally, RFL has a Senior Independent Director (‘SID’), who is responsible for providing a sounding board for the Chair and serving as an intermediary for the other Executive team members where necessary. The SID leads on the Chair’s annual appraisal process.
BOARD MEETINGS
The agenda for each Board meeting is set by the Chair, in consultation with the Chief Executive and Company Secretary, and is informed by a rolling agenda. This sets the framework for Board meetings and seeks to ensure that each meeting covers an appropriate range of topics and that, over a three-year cycle, the Board covers its whole remit. The rolling agenda is reviewed at each Board meeting so that all NEDs are aware of agenda items for forthcoming meetings.
Board and Committee papers are distributed five business days in advance of meetings. This provides the opportunity for NEDs to prepare fully for meetings. The minutes of all meetings are available to all NEDs, except in the case of private sessions. Tablets have been provided to NEDs to provide all Board papers, including additional supporting material, solely in electronic format. This is more efficient, environmentally sustainable, and secure than providing Board documentation in paper format. The Board is satisfied by the quality and timeliness of information provided to them.
There is regular communication between the NEDs, the Chair, the Chief Executive, and the Company Secretary between meetings. When a NED is unable to attend Board or Committee meetings, issues can be raised with the Chair. The Chair holds a private session with the NEDs after each Board meeting. A monthly update is shared with the Board in between meetings.
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REGULAR BOARD BUSINESS
The Board receives reports from the Chief Executive, Chief Development Officer, Chief Operating Officer, Chief Financial Officer and the Chief Risk Officer, as well as key performance indicators and an update from the Company Secretary. The Chairs of the four Board Committees (Audit and Risk, Investment, Nomination, and Remuneration) also represent a summary of issues raised, decisions made, and recommendations proposed at recent Committee meetings. These are noted and discussed further by the Board as required.
SPECIFIC AREAS OF FOCUS
In addition to covering the regular business discussed above, Board meeting agendas are developed in line with RFL’s strategic priorities, regulatory trends, and other external factors. A rolling agenda of items for Board consideration and approval is maintained and regularly updated. During 2025/26, significant matters discussed by the Board included:
• Organisational Design
– In light of the Company’s growth and external developments, the Board considered the internal changes required to support RFL’s evolving operating model. As part of this, the Executive Committee was expanded from four to five members, with all positions fully appointed by December 2025.
• Capital and Reserving Strategy
– The Board undertook a review of RFL’s Reserving and Capital strategy. This entailed refreshing RFL’s approach to calculating capital reserves for dormant bank and building societies in order to determine how much can be distributed to good causes, whilst maintaining a capital position to enable RFL to deliver on its mission to safeguard the rights of dormant asset holders. The revised Capital and Reserving Strategy and Model were approved by the RFL Board and the Economic Secretary to the Treasury in March 2026 and resulted in a distribution of £370.3m this year.
• Governance Documents
– The Board oversaw a thorough review of the Company’s governing documents. This included ensuring alignment across the Framework Document, Matters Reserved to the Board, and Committee Terms of Reference. This was timely given recent growth in the Company. The Policy landscape and governance approach were also examined, streamlined where appropriate, and clearly articulated for all relevant stakeholders.
• Investment and Wealth Management
– The Board provided oversight of RFL’s launch into a new sector, including effective governance of launch communications and technical approvals related to third-party agreements. The Board also considered the operational and governance implications of receiving assets of fluctuating value in the future.