Throughout the year, the Board received feedback
from colleagues via a number of mechanisms
including reports from Peakon employee voice
surveys, considering matters such as future ways of
working. Directors also engaged with colleagues
directly, participating in employee listening, visiting
offices, branches and contact centres and inviting
our eight people networks, which each have a
Board sponsor, to a Board lunch to hear about their
activities and needs. Our people engagement is led
by our designated workforce NED, Lisa Fretwell,
who also had regular meetings with the Chief
People Officer and Head of Culture and Experience
to discuss results and emerging themes from the
employees. These activities help to ensure that the
views of the workforce are made known to the
Board and that workforce policies and practices are
consistent with the Company's values,
The right information and support
The Chair, supported by the Company Secretary,
ensures that all Board members receive
appropriate and timely information. All Directors
have access to the advice of the Company Secretary
and the Company provides access, at its expense, to
the services of independent professional advisers
to help the Directors discharge their role.
Board membership & succession planning
Through the work of the Board Nomination &
Governance Committee, we make sure there is the
right mix of individuals on the Board, giving an
appropriate balance of knowledge, skills, experience
and perspectives. Our aim to ensure orderly succession
for Board positions is supported by continuous
and proactive review, taking into account our strategic
priorities and the main trends and factors affecting the
sustainability and success of the business. We oversee
and regularly review the development of a diverse
pipeline for succession.
William Vereker stepped down as Chair on 18 July
2025. The Board would like to thank William for the
invaluable role he played in steering the business
through some of the most challenging circumstances
in recent times, including Covid and the Cost of Living
Crisis.In addition to me joining the Board, in 2025,
we welcomed Enrique Alvarez Labiano as an
Executive Director (ED) and Mahesh Aditya as
Group-nominated Director (GNED). Enrique
subsequently stepped down from the Board after a
year of service. Mahesh succeeded Dirk Marzluf as
a GNED. David Oldfield succeeded Ed Giera as chair
of the Board Risk Committee (BRC) in March 2025.
We would like to thank Dirk and Ed for their
commitment and valuable contributions and
insights during their tenure.
Nicky Morgan was appointed as SID with effect
from 20 February 2025, succeeding Ed Giera.
In October 2025, Mike Regnier announced his
intention to step down as CEO and Executive
Director in 2026. Following a thorough and
comprehensive succession process, the Board
appointed Mahesh Aditya as CEO, with effect from
1 March 2026. The Board is very grateful to Mike
for his remarkable leadership and drive over the
last four years. He has delivered significant and
very valuable transformation during his tenure,
while also strengthening our culture through what
has been a period of significant change. The Board
looks forward to working with Mahesh as he leads
the next phase of Santander UK’s development.
On 5 March 2026, the Board approved the
appointment of Victoria Roig and Manuel Preto as
GNEDs, with effect from 13 March 2026. These
appointments further strengthen the breadth and
experience on the Board.
At 31 December 2025, the Board consisted of the
Chair (independent on appointment), seven INEDs,
three EDs and three GNEDs. Biographies of the
Directors are available at aboutsantander.co.uk,
which does not form part of this Annual Report. The
letters of appointment for INEDs and GNEDs are
available at the Company’s registered office and at
the Annual General Meeting (AGM).
Appointment and retirement of Directors
The Company's Articles of Association require each
Director to retire every year at the AGM and any
Director may offer themselves for re-election by
members. For more, see the Directors’ report.
Monitoring independence
The Board Nomination & Governance Committee
monitors whether there are relationships or
circumstances which may affect a Director's
independence, and have concluded that all INEDs
remain independent in character and judgement.
The Chair was independent on appointment when
assessed against the circumstances set out in
Provision 10 of the Code. No INEDs have a material
relationship with the Company nor receive
additional remuneration to Directors' fees. In
addition, no INEDs serve as directors of any external
companies or affiliates in which any other Director
is also a director.
Monitoring Director interests, time commitment,
and fees
The Board Nomination & Governance Committee is
responsible for oversight of conflicts of interest.
Each Director has a duty under the Companies Act
2006 to avoid a situation in which they have or may
have, a direct or indirect interest that conflicts, or
may conflict, with the interests of the Company.
This duty is in addition to the existing duty Directors
owe to the Company to disclose to the Board any
interest in a transaction or arrangement under
consideration by the Company.
The Board Nomination & Governance Committee
continued to review the time commitment and
Directors' potential conflicts of interest to ensure
that any such conflicts are managed appropriately,
including compliance with CRD IV and ring-fencing
requirements.
In accordance with Provision 15 of the Code, any
proposed external appointments are required to be
disclosed to the Board, before appointment, with
an indication of the expected time commitment. All
Directors continue to devote sufficient time to their
roles at the Company. The Board considers and, if it
sees fit, authorises situational conflicts.
Any authorisations given are recorded by the
Company Secretary and Directors are asked to
certify, on an annual basis, that the data in the
register is correct.
The fees paid to INEDs for Board and Board
Committee chairmanship and membership were
unchanged in 2025. Adjustments to individual
INEDs' total fees were solely due to changes in
their responsibilities, such as appointment or
cessation of committee roles or assumption of a
committee chair or other notable position. For
more, see the Remuneration Implementation
Report.
Director induction and training
The Company Secretary supports the Chair in
designing individual inductions for NEDs, which
include site visits and cover topics like strategy,
balance sheet and capital, risk and compliance, and
current issues including the legal and regulatory
landscape.
Directors who assume new or additional
responsibilities during the year, including
membership of a new Board Committee, receive
tailored induction or handover support as
appropriate. Committee Chairs also agree
committee-specific training and workshop sessions
where relevant. Directors are provided with
ongoing opportunities to undertake further
development on key topics.
During the year, workshops covered cyber
readiness, enhancing understanding of
containment considerations during a cyber incident;
the corporate technology and operations
framework; adoption of the Go-To Model; the
Recovery Plan; and Digital Internal Audit. These
sessions are designed to ensure that the Board
remains well informed on matters relevant to
Santander UK and is equipped to discharge its
duties and responsibilities effectively.
Board meetings in the year
We held 12 Board meetings in 2025. As part of our
governance cycle, the Board held a dedicated Board
Strategy day, to consider the five year road map
and ensure alignment between executive priorities
and shareholder interest at a time of rapid
technological change. Meetings of the Company
were held concurrently with Santander UK Group
Holdings plc.
Regular updates are provided to the Board by the
Chair, each of the Committee Chairs, the CEO, CFO
and CRO. We have a comprehensive and
continuous agenda setting and escalation process
to enable the Directors to take decisions efficiently
and effectively. The Chair, leads the Board agenda
setting process, assisted by the Company Secretary
and with input from the CEO, with a view to
ensuring that enough time is set aside for strategic
discussions and business critical items. Together
with the Committee Chairs, we ensure Board and
Committee meetings are structured to facilitate
open discussion, debate and challenge. The NEDs
also receive regular updates from management to
give context to current issues, and there is always
time allowed on each Board agenda for discussion
between the NEDs without the EDs present.
