Overview
This policy is part of Our Code, which all colleagues are required to attest to on joining the Bank and annually thereafter.
Why do we need this policy?
The requirements in this policy are designed to reduce the range of risks to the individual and the Bank (eg financial, legal, and reputational) and any conflicts of interest that can arise from being a company director or a designated member of an LLP.
Who does this policy apply to?
This policy applies to all colleagues employed by the Bank, including colleagues on fixed-term contracts. It also extends to contractors and/or agency workers.
What you must know or do?
You must seek consent in advance before becoming a director of a company or a designated member of an LLP.
Permission will not normally be granted for you to become a director (whether executive or non-executive or otherwise) of a company, or a designated member of an LLP engaged in business, as this can give rise to a range of financial, legal, and reputational risks.
Permission will not be granted for you to become a director of a company, or a designated member of an LLP, engaged in financial markets, or Bank-regulated firms and their holding companies.
You may be permitted to take on the directorship of a non-trading company – eg, one set up by leaseholders in a block of flats to acquire or manage the freehold. Directorships of social enterprises or charities may also be permitted as these raise fewer concerns, but advance approval is still required.
Directorship requests or requests to be a designated member of an LLP are considered by the Conflicts team and your Head of Division (HoD). Any actual, potential or perceived conflicts of interest will need to be discussed and resolved.
Some Bank colleagues become company directors through their employment here – for example, as directors of the Bank’s own subsidiaries. When being appointed to such positions, individuals are required to record these in the Our Code Compliance system and encouraged to contact the Legal Directorate, who will be able to provide advice and guidance on the associated legal responsibilities.
Key policy requirements
For all colleagues
1. You must seek approval via the Our Code Compliance system before taking on a directorship (whether executive or non-executive) or becoming a member of an LLP.
2. If you are appointed as a director through your employment with the Bank (eg of a Bank subsidiary), you should record this via the Our Code Compliance system.
3. You must promptly seek approval via the Our Code Compliance system for any directorship or membership of an LLP already in place when you join the Bank. If approval is not granted, it may be necessary for you to resign from either your role at the Bank or the directorship/membership.
4. If circumstances change, you must promptly update your records in the Our Code Compliance System and notify your HoD.
For all Heads of Divisions (HoDs) and above
1. You must ensure that you and those working in your Division understand the requirements of this policy.
2. You must promptly review any directorship requests via the Our Code Compliance system.
3. Contact the Conflicts team if you have any questions about a directorship request you have received.
What support is available to help you comply with this policy?
The following documents will aid your understanding of, and compliance with, this policy:
- Our Code
- Financial Relationships Policy
- Personal Financial Transactions Policy
- Community and Charity Roles Policy
The application of this policy will be in accordance with the relevant data protection legislation. For information on how the Bank processes your data, please see the Bank’s Privacy Notice to Staff.
What is the impact of non-compliance?
If you realise you have breached – or suspect that you might have breached – a requirement in this policy please tell AskCompliance as quickly as possible, so that the issue can be reported and redressed under the Bank’s Breach Management policy. The Bank gives credit for you taking prompt responsibility for your mistakes. You should be aware that failing to discharge your responsibilities could lead to disciplinary action or action taken under the Bank’s other formal processes.
January 2026