The Bank's Court of Directors acts as a unitary board, setting the organisation's strategy and budget and taking key decisions on resourcing and appointments. Required to meet a minimum seven times per year, it has five executive members from the Bank and up to nine non-executive members.
Present:
David Roberts, Chair
Andrew Bailey, Governor
Sarah Breeden, Deputy Governor – Financial Stability
Clare Lombardelli, Deputy Governor - Monetary Policy
Sir Dave Ramsden, Deputy Governor – Markets & Banking
Sam Woods, Deputy Governor – Prudential Regulation
In attendance:
Ben Stimson, Chief Operating Officer
Apologies:
Sir Ron Kalifa (December)
Frances O’Grady (January)
Secretary:
1. Conflicts, Minutes and Matters Arising
The minutes of the meeting held on 29 October 2024 were approved.
2. Audit and Risk Committee (ARCo) Update
Jonathan Bewes updated Court on the most recent meeting of ARCo.
In the Audit section of the meeting, ARCo had reviewed the impact of the Budget on the Bank’s finances and the Bank’s 25/26 budget planning. ARCo had also discussed the Future Financial framework and the Bank of England levy. ARCo received an update on recent internal audits, including the audit into RTGS Renewal governance and approved a revised audit charter.
In the Risk section of the meeting, ARCo reviewed progress on technology modernisation and felt it was important the Bank continued to make progress in this area. ARCo also welcomed the agreement of interim support arrangements for the Bank’s existing accounting system, until the Finance Modernisation Programme delivered a long-term solution.
3. Remuneration Committee (RemCo) Update
Diana Noble updated Court on recent RemCo discussions.
RemCo had reviewed the revised Pensions Review offer and recommended it to Court, noting this would be further covered under item 6.
RemCo discussed the Annual Salary Review negotiations and the Pay Framework Review, planned for 2025.
RemCo had also received an update on the Skills and Talent programme within People Directorate.
4. Governor’s Update
The Governor updated Court on recent developments. These included the latest Financial Stability Report, with its associated System Wide Exploratory Stress tests (SWES), and a major discussion paper about future market operations.
Directors discussed domestic and international developments. This included current political drive for deregulation, observing that it was important for the Bank to set out there was not a trade-off between financial stability and growth.
5. COO Update
Ben Stimson updated Court on the next steps in the Pensions Review and ASR processes.
- RTGS Renewal Update
(Victoria Cleland, Nathan Monk and John Stocker)
Victoria Cleland updated Court on the programme, noting good progress had been made in testing.
6. Pensions Review – Recommendations on implementation of pension changes
(Jane Cathrall, Natasha Wilson, Maggie Illingworth and Vijay Mistry)
Natasha Wilson updated Court on the Review’s progress.
Court confirmed its support for the work of the Review. Non-executive directors noted the importance of clear communications to staff about how they would be impacted in the event a decision was made to implement, or not implement, the Review.
Court agreed it would meet again in January to make a final decision on implementation of the Review.
7. 2025/26 Budget Update
(Afua Kyei and Jo Hill)
Afua Kyei updated Court on the 2025/26 budget.
Directors discussed HM Treasury feedback on the budget plans.
Directors discussed the current position and noted the further work being undertaken to finalise the budget. Final proposals will be brought to February Court for approval.
8. Governors’ Objectives
(Jane Cathrall)
Directors reviewed and approved the objectives for the Governors for 2025.
9. Location Strategy Project
(Vivienne Grafton and Ivar van Hasselt)
Vivienne Grafton and Ivar van Hasselt introduced the item.
Sam Woods said that momentum in building Leeds was good. Dave Ramsden said it was clear already that Leeds recruitment presented opportunities for more diverse recruitment.
Jonathan Bewes said that the reputational considerations were paramount regarding Leeds, which meant the Bank could not afford to fail in this endeavour.
The Governor said his commitment to building Leeds was clear, but that low rates of staff turnover at present did make the ambition more challenging.
The Chair summarised that Court approved proceeding to the next stage of planning as outlined in the paper, in order to construct the full business case.
10. Technology Modernisation
(Nathan Monk, Alex Davidge and Richard Autherson)
Nathan Monk introduced the paper. He noted it contained a substantial request for new investment, in order to allow Technology to address obsolescence across the estate. He added that funding need would reduce once the initial work had completed.
Non-executive directors discussed the strategy and implementation plans. The Chair summarised that good progress had been made on technology modernisation, and the challenge for management was to ensure the requisite capability, capacity and management disciplines are in place to execute the programme.
11. Future Banknote Printing Contract
(Sarah John)
Sarah John presented the planned approach for the next banknote printing contract, noting it was designed as a package to work for vendors and for the Bank.
Court agreed the proposals should be shared with the Permanent Secretary of HM Treasury, as Accounting Officer for the National Loan Fund.
12. Communications Six-monthly Update
(James Bell and Kylie Ellis)
Kylie Ellis introduced a discussion on internal communications.
Directors agreed on the need to engage staff and noted the importance of clear internal communications in the Bank. Tom Shropshire highlighted the intention to use line managers as part of the approach and said it was crucial to ensure line managers are properly equipped to engage with staff before they do so.
The Governor said that a renewed focus on internal communications was important for the next year and that, as Governor, he would have an important role in delivering that.
13. A progress update and an implementation plan in response to the Bernanke Review
(Clare Lombardelli, Huw Pill, James Proudman, Fergal Shortall and Iain de Weymarn)
Clare Lombardelli introduced the item and underlined the centrality of the Bank’s response to the Bernanke Review in shaping the Bank’s future. She noted that major investment would be needed in both technology and human capital.
Directors emphasised the importance of maintaining pace of change and supported production of a clear timeline to delivery as a next step. Court confirmed its support for the programme and agreed the item should come to Court twice a year to provide an update on progress.
14. De-redactions for Court Minutes 2022
(Sebastian Walsh)
Court approved the de-redactions of Court minutes from 2022.
15. Committee Appointments and Conflicts
(Sebastian Walsh)
Court noted the paper and discussed the future requirements.
16. Papers for information
Court noted:
- Monetary Policy Committee Report
- Data and Analytics Strategy Update
- MoU/SLA Annual Review
- Critical Third Parties Regime Memorandum of Understanding
- Revision of the Bank/FCA Financial Markets Infrastructure (FMI) Memorandum of Understanding
- Second annual public release of the Warsh Review meeting transcripts and supporting papers
- Approved minutes from Committee meetings since the last meeting of Court on 29 October
- RemCo minutes 11 September
- RemCo minutes 28 October
- RemCo minutes 5 November
- ARCo minutes 3 October
Court Meeting – continued 7 January 2025
17. Pensions Review Update
(Jane Cathrall, Natasha Wilson, Maggie Illingworth and Vijay Mistry)
The Chair introduced the item and said Court needed to consider the recommendations from the Pensions Review and decide whether to implement the proposals. Directors discussed the proposals and staff response to them including amendments made through the consultation process.
Directors reviewed feedback from the consultation process. Considering the views expressed and weighing them collectively, Court approved the decision to proceed with the Pensions proposals and agreed that this decision should now be communicated to staff.
Court placed on record its thanks to the Pensions Review team and the Bank’s senior leadership for their work throughout this process.
The meeting of Court was closed.
