Minutes of the Meeting of the Court of Directors held on 26 May 2022

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.
Published on 26 July 2022

Present:

Mr Fried, Chair

The Governor

Mr Broadbent, Deputy Governor – Monetary Policy

Sir Jon Cunliffe, Deputy Governor – Financial Stability

Sir Dave Ramsden, Deputy Governor – Markets & Banking

Mr Woods, Deputy Governor – Prudential Regulation

Ms Glover

Baroness Harding

Mr Kalifa

Ms Noble

Ms Thompson

In attendance:

Mr Stimson, Chief Operating Officer

Apologies:

Ms O’Grady

Secretary:

Mr Walsh

1. Minutes and Matters Arising

The minutes of the meeting held on 6 April 2022 were approved.

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

Dido Harding updated Court on the recruitment process for the new Chair and Non-Executive Directors.

The Chair noted that, in the event that his successor was not in place by the time of the next meeting of Court on 12 July, Dido Harding, as Deputy Chair, would preside. The Chair added that the Bank of England Act allowed for a second Deputy Chair to be appointed by the Chancellor if required. Given Dido Harding’s own term on Court would end on 31 July, the Chair said he had discussed with HM Treasury the designation of Diana Noble as second Deputy Chair, should she be re-appointed as a NED, to preside if required after Dido Harding’s departure. This would be temporary, lapsing as and when a new Chair was appointed and in place. He thanked the Non-Executive Directors for their advice on this matter.

The Governor updated Court on a number of live issues.

2. Enforcement Decision Making Committee (EDMC) Report

(Sir William Blair, Nick Elvidge, Sarah Booth and Oliver Dearie)

Sir William Blair updated Court on the work of the EDMC over the past year.

3. Audit and Risk Committee (ARCo) Update

(a) Report from the May ARCo meeting

Dorothy Thompson provided an update from ARCo, noting that the process for completing and approving annual accounts was proceeding as planned.

(b) ARCo Annual Report

The ARCo Annual Report was approved by Court.

4. RemCo Update

Dido Harding updated Court on the work of RemCo. Remco had approved the salary for Sarah John and Court subsequently approved, by written procedure, her appointment to Executive Director. Dido Harding said consideration was being given to recruitment challenges in some areas, notably technology.

5. Real-time gross settlement (RTGS) Renewal Programme Governance

Dave Ramsden said the Bank had considered what governance arrangements would be appropriate as the RTGS Renewal Programme moved into its next phase. The current arrangement was that the senior board was the RTGS Renewal Committee (RRC), a sub-committee of Court, chaired by Ron Kalifa. In consultation with the Chair and Ron Kalifa, the Governors now proposed RRC be replaced by an executive-led RTGS Renewal Executive Board (REB). This proposal reflected the fact that the procurement process, the principal rationale requiring a NED-led senior board, was now complete. The chair of REB would be Dave Ramsden, with other members including the Chief Financial Officer, Chief Operating Officer, Chief Information Officer and the Executive Director for Payments.

To enable Court to continue to perform its independent oversight function, it was proposed that the RTGS Renewal Programme would be a standing item at Court at least until the end of its next phase. These oversight arrangements would be written into the terms of reference of the REB.

Court discussed the proposals and agreed that the RTGS Renewal Committee should be stood down, with those responsibilities currently delegated from Court to RRC being transferred to the Governor. Court also discussed the importance of continuous engagement with the customers of RTGS as the programme moved forward.

6. Update on the three year plan

(Afua Kyei and Jane Tucker)

Afua Kyei introduced the proposals, which were designed to allow the Bank to plan resource allocation over a longer period. The approach also envisaged business plans to be brought to Court for approval in the autumn. Court approved the approach.

7. Bank of England Annual Report and Accounts

(a) Annual Report

(James Bell, Chris Peacock, Stephen Brown, Jane Cathrall, Afua Kyei, Richard Faulkner, Ryno Swart, Matt Catledge and Aarti Sharma)

Afua Kyei introduced the item. She highlighted that profits after tax had decreased substantially, due in part to the shortfall on the Cash Ratio Deposit funding mechanism and tax charges in relation to future Corporation Tax rate changes.

(b) Annual Accounts and Letter of Representation

(Afua Kyei, Matt Cartledge, Richard Faulkner, Ryno Swart and Aarti Sharma)

The Bank’s external auditors, KPMG, said that audit was progressing as planned.

(c) Bank of England Asset Purchase Facility Fund Limited (BEAPFF) Annual Report and Accounts

(Afua Kyei, Sarah John, Andrew Hauser, Aarti Sharma and Matt Cartledge)

Court was updated that the BEAPFF annual report and accounts had been signed off by its directors.

(d) Covid Corporate Financing Facility Limited (CCFF) Annual Report and Accounts

(Afua Kyei, Sarah John, Andrew Hauser, Aarti Sharma and Matt Cartledge)

Court was updated that the CCFF annual report and accounts had been signed off by its directors.

(e) Bank of England Alternative Liquidity Facility Limited (BEALF) Annual Report and Accounts

(Afua Kyei, Sarah John, Andrew Hauser, Aarti Sharma and Matt Cartledge)

Court was updated that the BEALF annual report and accounts were expected to be signed off by its directors.

(f) Climate Change Disclosure Report

(Chris Faint, Dominic Whittle, Beth Blowers and Rebecca Estrada-Pintel)

Court was updated on the Climate Change Disclosure Report. Court delegated sign-off of this report to the Executive Sponsors for Climate Change and Chief Financial Officer.

(g) PRA Annual Report

(Sheila Omaboe and Anna Sweeney)

Court was provided with the PRA Annual Report for information.

8. Committee Surveys and Chair’s Effectiveness Review

(Melissa Davey)

(a) Chair’s Overview

Court, as part of its oversight functions, keeps under review the processes of the MPC, the FPC and the PRC.

The Chair introduced the item, noting he had held discussions with individual members of the Bank’s statutory policy committees in the opening months of 2022.

(b) MPC Survey
(Alan Castle, Fergal Shortall and Bob Hills)

Court considered the results of the MPC survey, consistent with its statutory duty to ensure the MPC receives adequate support. MPC members’ levels of contentment with their support was high.

(c) FPC Survey
(Sarah Breeden, Lee Foulger, Geoff Coppins and Danielle Haralambous)

Court considered the FPC survey, noting high levels of satisfaction from committee members in the level of staff support.

(d) PRC Survey
(Neelu Agarwal and Hugh Burns)

Court considered the PRC survey, again noting high levels of satisfaction from committee members.

9. The Bank’s plan for LGBTQ+ Inclusion

(Ben Martin, Laura Bell, Shelley O’Connor, Sarah Breeden and Lara Green)

The Bank’s LGBTQ+ Network and People & Culture updated Court on the Bank’s work on LGBTQ+ inclusion. Court endorsed the work.

10. Committee Appointments and Conflicts

(Sebastian Walsh)

The regular paper was noted and approved.

11. FPC Update

(Sarah Breeden)

Court was briefed on the Bank’s latest research into commodities markets and their interaction with financial markets.

12. Any Other Business

The Governor noted this was Brad Fried’s last meeting as Chair of Court. He thanked Brad for his contribution to the Bank over the past ten years of service on Court.

13. Items for Information

Court noted:

  • Monetary Policy Report
  • ELA Annual Report

The meeting of Court was closed.

These minutes are published as the record of meeting as required by the Bank of England Act 1998 as amended. Court may decide to omit information from the record in the public interest. The record of matters reported to Court may also omit information which is legally sensitive or commercially confidential.

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