Minutes of the Meeting of the Court of Directors held on 12 July 2022

1. Minutes and Matters Arising

There were no conflicts declared in relation to the present agenda.

Sir Dave Ramsden confirmed that the BAME Taskforce would be stood down as the work had been subsumed by the implementation of the Court Review of Ethnic Diversity. Court thanked Sir Dave and the Taskforce for their leadership in this area and support for the Court Review.

The Secretary gave an update on recruitment. He said HM Treasury expected to be able to announce the new Chair of Court before Parliament went into recess. He added that it was, however, unclear whether the new Chair would be in place before the next meeting of Court on 16 September. In the event they were not, Diana Noble had been designated as Deputy Chair and so would act as Chair for that meeting. The Secretary also noted that the reappointment of Anne Glover and Diana Noble had been confirmed and would be announced on 15 July.

The minutes from the May 2022 meeting were agreed.

2. Audit and Risk Committee (ARCo) Update

Dorothy Thompson updated Court on the work of ARCo.

ARCo had welcomed work by the COO to revise the operational management information which ARCo would keep under review. Dorothy Thompson said ARCo had commissioned a ‘deep dive’ into operational controls around hybrid working.

The Chair noted this was Dorothy Thompson’s final ARCo and thanked her for her service in chairing the committee. She also noted that Diana Noble would act as interim ARCo chair in September.

3. Remuneration Committee (RemCo) Update

(Jane Cathrall)

Jane Cathrall updated Court on a number of projects being led by People & Culture.

Court noted this was the Chair’s final RemCo and thanked her for her service in chairing the committee. The Chair added that Anne Glover would act as interim chair of RemCo at its next meeting.

4. RTGS Renewal Programme Update

(Victoria Cleland, Nathan Monk and Sushil Saluja)

Court welcomed Victoria Cleland to present what would be a standing item to update Court meetings on RTGS renewal.

Victoria Cleland said that the Pilot Platform was now live and feedback from participants had been positive so far, with plans in place for a full lessons learned exercise to follow. She added that a technology review would be undertaken shortly.

In response to questions from Court NEDs, Victoria Cleland said that she felt confident in her ability to recruit and therefore complete the project as planned, and was also encouraged by the overall level of industry readiness. Sir Dave Ramsden welcomed the momentum the project had, following the launch of the pilot, and the key was to sustain that.

Court thanked Victoria Cleland for the progress made and noted the project would be an important focus for the incoming Chair and NEDs.

5. Secretary’s Directorate Projects Progress Update

(Sebastian Walsh and Michael Salib)

1. Personal Financial Transactions update

The Secretary introduced the item. He noted the Federal Reserve had made substantial changes to its equivalent policy.

The Chair noted that the Secretary planned to return to Court in due course.

1. Approval of Matters Reserved to Court

The Secretary noted the suggested changes to the Matters Reserved to Court document were relatively limited, aiming to reflect decisions Court had made since its last update in 2019, most notably the changes in relation to the governance of the RTGS Renewal Programme.

Dorothy Thompson and Anne Glover suggested reducing the quorate for NEDs at ARCo and RemCo, to give those committees additional flexibility in convening meetings.

Subject to those amendments being made, Court approved the changes to Matters Reserved to Court.

6. Communications Strategy

(James Bell)

James Bell gave an update to the Bank’s communications strategy as committed in February. He noted the focus of that strategy in the near term was the cost of living crisis, with the Bank’s aim being to ensure the public remained confident the MPC’s determination to deliver its 2% inflation target.

Court emphasised the importance of central bank communications in the current climate and agreed that Court should be updated on the Bank’s Communications Strategy on a regular basis.

7. Financial Services and Markets Bill

(Clare Cowan)

Clare Cowan updated Court on the likely content of the upcoming Bill.

8. Data Centre Migration Programme (DCMP)

(Sushil Saluja, Rebecca Braidwood and Jo Muir)

Ben Stimson and colleagues updated Court on the progress of the programme, outlining a revised approach to the migration of applications and a streamlined programme scope. Court agreed the revised approach.

9. Quarterly Financials Update

(Afua Kyei)

Afua Kyei introduced the item. Court discussed the three year planning process and the importance of local area engagement with the process and ownership of plans, along with the associated budget responsibility.

10. Quarterly Risk Update

(Stephen Brown)

Court noted the quarterly risk update.

11. Staff Viewpoint Surveys Update

(Jane Cathrall, Marjan Al-Dejaily, Natasha Oakley and Henry Oldfield)

Court discussed the staff surveys. The Chair asked that staff surveys in future be brought to Court more swiftly after their completion.

12. Disability Network Update

(Erica Thomas, Sarah Guerra, Alison Scott, Chris Jackson, Keiron Northmore and Victoria Cleland)

Court congratulated the Disability Network on its work increasing the profile and understanding of disability within the Bank. Court agreed it would be important to continue to build senior ownership and engagement in this area.

13. Covid Corporate Financing Facility Limited (CCFFL) Winding Up

(Sarah John, Victoria Kersey, Matt Cartledge and Kieran O’Donoghue)

Sarah John introduced the item and explained the directors of CCFFL had proposed that the company be liquidated having performed its function, providing over £37bn of support to over 100 different companies through the Covid-19 crisis.

In accordance with the Matters Reserved to Court, Court approved the decision, noting that the costs associated with liquidation would be met by profits made by the CCFFL.

14. Committee Appointments and Conflicts Update

(Sebastian Walsh and Michael Salib)

Court noted the paper and discussed future recruitments.

15. Items for Information

Court noted:

• Monetary Policy Committee Report
• Scottish & Northern Ireland Issuance Annual Report
• Annual Report and Accounts Signing Committee minutes
• Bank of England Alternative Liquidity Facility Ltd (BEALF) Annual Report & Accounts
• Twelve-month forward planner

The meeting of Court was closed.