Court minutes from 2021 that were previously redacted

10 February 2021

Minutes and Matters Arising

Jo Place updated Court on the review of pension provision. It had already been decided to reduce the opt-out rates in stages.

Andrew Bailey said that he had been concerned to find that the publication schedule for Governors’ and Directors’ expenses, gifts and entertainment had slipped: this was being rectified.

Report from Audit and Risk Committee (ARCo)

…VFM assessments. There had been a further discussion of emerging risks: a copy of the paper would be circulated to non-executive Directors not on ARCo for information.

Report from Remuneration Committee (RemCo)

Dido Harding said that the Committee had approved pay awards for the Governors and Executive Directors.

It was noted that RemCo would in future be involved in the approval of settlement agreements above certain limits. It had agreed the pension opt-out rates for the coming year and continued the freeze on flex rates.

The Bank’s Finances

(Nat Benjamin, Afua Kyei, Kevin Moossa and Paul McArdle)

(a) 2021/22 Budget

…It had been helpful in this round to look at current and capital expenditure together, along with income streams: Finance was now providing numbers that made such planning more effective.

PRC

(b) Update on FRF and Supervision of New Firms

(Vicky Saporta, Anna Sweeney, David Bailey, Simon Morley, Mel Beaman, Phil Evans, Alex Fernandes and Gary Moore)

…the Treasury had launched a review of the Solvency II regime for insurers.

Vicky Saporta added that the process was an opportunity: the UK had challenged some aspects of EU regulation and this was an opportunity to make adjustments that were appropriate for the UK while maintaining our commitment to high standards, including in particular for smaller banks, given the PRA’s secondary competition objective.

Similar issues arose in FMI supervision. The Bank’s responsibilities would grow as non-UK FMIs were “recognised” by the Bank. But the primary legislation was less detailed and the Bank could follow international standards.

Notes – Future Distribution Infrastructure Review

(Sarah John, Dominic Whittle, Toby Davies, Allison Curtiss and Mark Piper)

Sarah John said that the lease on the Leeds cash centre building would expire in 2023. A review of note distribution capacity – taking account of the longer life of polymer notes and the decline in the transactional use of cash – had concluded that the Bank could manage with a single cash centre at Debden. The Union would be consulted in April about possible redundancies.

The Bank’s Regional Footprint

(Jo Muir, Jane Cathrall and Andrew Hebden)

Andrew Bailey said that ExCo had discussed expanding the Bank’s geographical presence across the UK. There were a number of factors – one was that experience during the Covid period had made offsite working more acceptable. A second was that the Bank’s regional presence was very limited. Against this background Governors had been considering options and the work remained at an early stage.

The Chair asked whether the proposal was to move a specified function of the Bank or to create serviced office space for use across functions – and whether (if the former) the Bank could benefit from proximity to university hubs. Ron Kalifa said that this was a significant initiative and to be successful it would need to be properly owned and led, ideally by a Deputy Governor. Frances O’Grady agreed – experience of relocation elsewhere had been mixed; it was important to consult with staff; there were implications for diversity targets; and politically it would play into the Federalism debate. Anne Glover said that the prior question was how much the Bank was moving and for what objective.

Andrew Bailey thanked Court members for their thoughts. He took it that there was support for the intention subject to clarity on (1) the objective (2) the slice vs function question (3) the proposed business model and (4) securing high level ownership. All of these ExCo intended to consider further.

14 April 2021

Minutes and Matters Arising

Court noted Andy Haldane’s appointment as chief executive of the Royal Society of Arts (RSA). Andrew Bailey said that he would be leaving the Bank at the end of June and join the RSA in October following a period of restricted duties, consistent with the MPC Code. He would avoid any public comment on MPC matters until January 2022. Court recorded its thanks…

Report from Audit and Risk Committee (ARCo)

Dorothy Thompson said that good progress had been made on the audits of the 2020/21 accounts, including the (Treasury-indemnified) BEAPFF and the CCFF subsidiaries which were audited by the NAO. Expected loss on the CCFF scheme was not expected to be material. Climate disclosures across all the Bank’s reporting were still to be reviewed…

Report from RTGS Renewal Committee (RRC) and approval of Terms of Reference

(Victoria Cleland and Rob Elsey)

Sarah Cox had been appointed Programme Director, replacing Nick Lodge.

Report from Remuneration Committee (RemCo)

Andrew Bailey had not received any pay increase as part of the annual review as he had been less than a year in post.

PRC Strategy 2021/22

(Alex Barnett and Clair Mills)

Court was content the PRA strategy for 2021/22. It would be published as part of the PRA business plan in May.

Sam Woods said that the PRA was sharing out central functions among Executive Directors ahead of Lyndon Nelson’s departure. One of these would be to support the PRA’s use of data. The Chair asked how this fitted with Gareth Ramsay’s Bankwide responsibilities for data; was this an example of central/local duplication just discussed in relation to central services? He asked for Gareth Ramsay to give a progress report at May Court.

Diversity Review

(a) Communicating Assessment Findings

(Jenny Scott, Jamie Bell, Amar Radia, Jenny Pye, Sian Jones, Jerusalem Gebremeskel, Ragveer Brar Jacqueline Koay, Will Abel, Nishat Anjum and Sagar Shah

Diana Noble updated Court on progress of the review. She outlined plans to send the assessment to all staff, as part of a process by which relevant networks, staff and management could share the analysis and collectively reflect on the recommendations and actions. It was suggested that the release to staff be accompanied by a statement underlining the importance of all staff being involved in the response. This would come from herself and Andrew Bailey, underlining the importance that Court and Senior Management attach to the issues, the progress already made and the need to address the issues identified. Dave Ramsden and Sam Woods agreed to work with the relevant networks as part of this, with the involvement of Ragveer Brar, Jacqueline Koay and Amar Radia.

Directors praised the quality of the analysis and the contributions of the review team.

Andrew Bailey noted that there had been progress in tackling gender inequality at the Bank, but talent had been built over a period of years and that timetable might not be available in the present case. The analysis of what had happened was important, but the focus should be on what needed to and would happen.

(b) Communications

(Jenny Scott and Jamie Bell)

Andrew Bailey and Diana Noble would jointly front the Review internally and would need to walk a fine line – not exaggerating but equally not trivialising the issues. Frances O’Grady said that the TUC had conducted a similar exercise which had proved successful and offered to work with the communications team to discuss effective language.

Roehampton Site

Court noted with approval the grant of a 15-year lease of the Roehampton site to the All England Lawn Tennis Club.

26 May 2021

Minutes and Matters Arising

It was noted that a further pooled recruitment process was underway for Head of Division (HoDs) vacancies. In this context Ron Kalifa thought it important to consider whether the Bank had sufficient HoDs in place to support some of the Executive Directors whose roles had become increasingly demanding.

Remuneration Committee (RemCo)

(a) Report from RemCo

Dido Harding said that Remco had met the previous day to approve the new ED salaries, and had approved salary for Jane Cathrall and acting up allowance for Rebecca Jackson and Duncan Mackinnon.

Diversity Review

(Amar Radia, Jenny Pye, Jerusalem Gebremeskel, Will Abel, Nishat Anjum, Sagar Shah, Ragveer Brar, Jacqueline Koay, Jane Cathrall and Cat Hines)

Further to a discussion in Court in December, Jane Cathrall outlined a proposed strategy for setting diversity targets.

Jacqueline Koay and Raj Brar, as co-Chairs of the BEEM network, stressed that the record on promotions to Scale C+ over recent years had not been encouraging: and the targets needed in their view to be stretching. Court accepted that the targets would be challenging and the hard part would be meeting them: Andrew Bailey said a long-term anchor was necessary. Directors noted that there would need to be careful consideration of the methods to achieve the targets. The forthcoming staff viewpoint survey should explore these matters further. The Review Team were asked to consider methods for internal consultation of the final recommendations.

Diana Noble said that final key findings and recommendations would be presented to Court in July. She recommended the creation of an oversight forum to set yearly priorities across all protected characteristics (disabilities, age, LBGTQ).

15 July 2021

Matters Arising

(Sonya Branch and Oliver Dearie)

Sonya Branch advised that the Upper Tribunal had ruled against the PRA and the FCA in the matter of an enforcement case made against an individual involved with the Scottish Boatowners Mutual Insurance Association. There was no indication that the regulators had erred in law, but the Tribunal had been critical of their approach to disclosure and evidence handling, and questioned whether it was proportionate for this case to merit a joint investigation.

Oliver Dearie, the new head of the Enforcement and Litigation Division (ELD), added that lessons-learned reviews would be conducted both individually as well as in conjunction with the FCA, and that the appropriate checks would be made to the existing pipeline of cases. Priority would be given to acquiring an Evidence Management system for ELD.

Sam Woods commented that the disclosure failings needed to be addressed specifically, and that appropriate consideration should be given to the criticisms. Dorothy Thompson added that the issues would be brought to ARCo’s meeting in September.

The One Bank Services Transformation Programme (OBST)

(Jonathan Curtiss, Rob Elsey, Nat Benjamin, Lorraine Barclay, Steve McGowan, Paul Rooney and Afua Kyei)

Jo Place explained that this was an uncomfortable read, but that she hoped the level of transparency provided Court with some reassurance. She advised that since January there had been a change to the project’s executive sponsor, with herself assuming that role, a ‘lessons learned’ analysis, a split of the work into HR and Finance streams. She had a high degree of confidence that the HR element of the programme would be delivered in the autumn.

Jonathan Curtiss confirmed that 95% of the User Acceptance Testing (UAT) of the HR system had been completed. Processes like Data Migration had been optimised. A significant fix in respect of absence management had been implemented and was back in UAT. Ron Kalifa queried the roll-back contingency plan. Jonathan Curtiss replied that safe deployment was a priority, but that there was a roll-back plan. The team would update Court on this aspect of the programme in September.

Lorraine Barclay, the newly appointed Head of Transformation, said that she had built a relatively small team and proposed to effectively restart the Finance programme. She intended to present a project plan to ExCo which would take account of the complex interdependencies between CODA (the current general ledger) and business systems, and which would aim to make the new general ledger less congested and more agile. Court endorsed the resetting of the Finance plan.

Bank of England Funding

(Paul Brione, Nat Benjamin, Paul McArdle, Afua Kyei and Stephen Fishbourne)

Dave Ramsden noted that the CRD scheme was becoming increasingly ineffective as a source of income for the Bank’s policy functions, owing to persistently low gilt yields. In discussion with the Treasury, work was in hand on a fee-based system, similar to that of the PRA. The timing was uncertain as it would require a change to primary legislation. One of the main decisions to be made related to which firms would be in scope for the payment: there were around 150 firms with access to the Bank’s liquidity facilities, but the Treasury was considering broadening this to include a number of insurers.

Quarterly Financials

(Nat Benjamin, Kevin Moossa and Afua Kyei)

Kevin Moossa advised Court that spending had been running below budget in the first quarter (March-May), mainly reflecting delayed investment spend and recruitment shortfalls, updated the full-year 2021/22 forecast. Realised savings to date would be re-deployed to fund the incremental costs associated with hybrid working, the Court D&I review recommendations, regional working, and the HR component of the OBST project.

Papers for Information

Court noted:

• MPC Report

• Update on the Media Incident (Encoded Media) actions

• Bank/FRC MoU

20 September 2021

RemCo Update

Dido Harding updated Court on Remco’s most recent meeting. One settlement agreement had been approved under the Bank’s governance procedures; and the Committee had approved the pay arrangements for Huw Pill. Several members noted recruitment pressures in specialist areas, both in Technology and in the PRA.

Regional Footprint – location of Northern office

(Tani Hussain, Andrew Hebden and Simon Heywood)

Further to a discussion on 15 July, Jo Place set out the analysis so far conducted on Leeds as a location for the Bank’s Northern hub. Leeds had previously been identified as the most likely location, and the analysis so far supported that. Court members stressed the importance of a clear strategy, business case and VFM assessment: and the need to achieve critical mass in the new location. The assessment should therefore take account of the Bank’s current experience of hybrid working, which had made location less of an issue. We knew which activities of the Bank needed to be in London, including from experience during the recent past, and the rest could in theory be delivered from another centre. But the VFM assessment should also consider the limitations of the Threadneedle Street building, which would not be easy to sub-divide given security issues.

Summarising the discussion the Chair said (1) that Leeds was a reasonable place to go; (2) that any decision on the scale and scope of the presence would be subject to scrutiny, and a robust VFM assessment would be expected; and (3) the Bank needed to build in flexibility until there was real comfort around the business model.

29 October 2021

Minutes and Matters Arising

COO appointment

Court welcomed the appointment of Ben Stimson as the Bank’s Chief Operating Officer, noting in particular his background and experience in digital transformation.

Remuneration Committee (RemCo) Update

Dido Harding noted the Committee had agreed salaries for Ben Stimson as COO, and for Nathaniel Benjamin and Duncan MacKinnon as new EDs.

RTGS Renewal Programme

(Victoria Cleland, Afua Kyei, Oliver Tweedie and Sarah Cox)

…Firms needed to be ready and they would be consulted in January 2022 about the timing of the next stage.

The work delivered by Accenture as a third party support for the project was discussed – it seemed to be progressing well, and Court asked for an update on any key lessons that could be useful for future Bank projects.

Update on the Data Analytics Programme

(Gareth Ramsay and Peter Eckley)

Gareth Ramsay updated Court on the Data Analytics Programme. The Programme was intended to make it easier for staff to get the data they need, and to use it efficiently. The approach was driven by small initiatives rather than big ones given the multiplicity of data sources and of analytical tools: highlighting in particular the 2022 / 23 work programme, which envisaged stepping up the pace of investment and training. Andrew Bailey said that the Programme had been squeezed in the previous year’s budget but would not be in the current budget: there needed to be an investment. The vision was to widen and facilitate access to data of all types, and to provide tools and training that would enable the best use to be made of it. Without this we risked losing staff simply because they are not properly supported. Sam Woods added that the investment would free up people’s time and increase their impact – and also avoid mistakes. This was not a Big Bang – it was a tactical upskilling.

Ron Kalifa commented that the Bank was a policy institution driven by data and it needed a data strategy. A lot of organisations were using data sources but a clear end-target was needed to drive change. Anne Glover said that the paper was helpful but asked what additional resources might be required to support more transformative targets over the longer term. Gareth Ramsay said that the team had built a data platform, which was the first step towards a long-term strategy.

Court welcomed the progress made and requested a further update in May 2022.

2 December 2021

Regional update

(Jo Place, Tani Hussain, Simon Heywood, David Shepherd and Hehtal Patel)

Court discussed the Bank’s proposed northern hub. Court agreed objectives and key milestones, which would be announced in due course. As part of the discussion Court was asked to agree three high level objectives for the proposed northern hub in Leeds: these were to improve: (1) public understanding and trust in the Bank beyond London and the South East; (2) the diversity of the Bank in order to better represent the public it serves; and (3) the Bank’s ability to meet future skills needs. Jo Place said that the key driver was to help the Bank deliver its mission, although in implementation, value for money would underpin all of our objectives. The Governor added that the third objective had increased in importance in the present tight labour market. The hub should give the Bank more access to greater talent across the UK.

Court members suggested several modifications to the wording: (1) rather than refer specifically to the South-East, the first objective should say “across the country as a whole”; (2) the second objective should refer to “the diversity of the Bank and its inclusive culture”. Dido Harding thought that the Bank should continue to focus on shifting the culture of the institution, which meant also changing the way people worked. Ron Kalifa thought that the statement could be bolder on the need for efficiencies. The Chair asked if the three objectives could be prefaced by ‘subject to driving efficiencies, value for money, and exploring new ways of working’. Dorothy Thompson asked that the statement refer to “expanding” the Bank’s regional presence, to reflect the fact that it already had one.

Subject to these points, the high level objectives for the Leeds hub were agreed.

Finance

(Afua Kyei, Paul McArdle and Jane Tucker)

(a) 22/23 Budget and DG Targets

(b) High Level multi-year plan

Afua Kyei outlined the 2022/23 budget and DG targets. She flagged the change in the inflation assumption to 3%. Finance had taken account of feedback received at the previous Court meeting.

Dorothy Thompson was supportive of the approach taken and thought the budget had reached a good position. The three year plan needed further development but it was a good beginning. Andrew Bailey noted that the review was constrained not only by capacity and capability. It was necessary that particularly on the investment side the plans fitted around RT, the Bank’s overriding core priority, and that the recruitment assumption was realistic. In support of this, the Bank needed to be prepared to be flexible.

Ron Kalifa asked about other risks to the budget - and CBDC and regulatory reform - and how the numbers were arrived at. The Governor said that CBDC was simply a placeholder for further investigative work. Jon Cunliffe said that if the decision was to go ahead the Bank would aim to put out a technical blueprint, consult, test and deliver. It would take a number of years to go through these stages. In the meantime it was the policy discussion that needed to be advanced. Regulatory reform would also have to be taken forward and could be a big cost. Sam Woods said that the present assumption was tentative as it remained uncertain what steady state would look like.

Afua Kyei said that the Bank needed a more flexible budget framework. The current framework needed to be thought through around the three year plan, with enough flexibility to allow some permanent increases. The investment portfolio was oversubscribed and that too would need to be considered. Dave Ramsden said that the Strategic Priorities process had delivered, but there remained considerable stress in resources and people in a number of areas of the Bank, particularly in Technology. Diana Noble noted that competition for talent had materially increased, so our recruitment teams had to be of high quality and sufficiently supported.

Post-Brexit stocktake – Financial Regulation

(Sam Woods and Hugh Burns)

The Chair asked about scrutiny and how to think about it, and Dido Harding asked if there were any indications of the form it might take. The Governor said that the Bank had been trying to get the issue of accountability on the agenda for some time. Jon Cunliffe said there would be the same issues on the market infrastructure side. In the context of Basel III… … in the financial system and wider economy. As the debate continued Court would be consulted if there were concerns about any impact on our effectiveness.

Social mobility

(Jane Cathrall, Paul Wright, Amy Sinclair, Jess Beynon, Rachel Butler and Sian Jones)

..Broadening the ways in which we attracted talent would build a more diverse and inclusive Bank. Jo Place said that the Bank had recently increased the number of apprentices. She agreed that more should be done, and Anne Glover thought it might be consistent with addressing the talent gap in Technology – an important strategic aim. It would be important to have clear KPIs and to measure outcomes so that it was clear what was working and what was not. Paul Wright said they had set out some KPIs and would build on them.