Minutes of the Meeting of the Court of Directors held on 10 April 2025

1. Conflicts, Minutes and Matters Arising

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

The minutes of the meeting held on 12 February 2025 were approved.

The Chair welcomed Sarah John to Court. The appointment of Sarah John as Chief Operating Officer had been agreed by Court via written procedure.

2. Governor’s Update

The Governor updated Court on the external environment, noting volatile market conditions and a negative risk overall to the UK economy. The Governor noted UK financial markets were functioning and the banking system was resilient, reflecting this was in part a consequence of high regulatory standards.

3. Contingency Planning across the Bank

Dave Ramsden introduced the item, noting it was important to ensure the Bank maintained its level of preparedness in what was a markedly uncertain world. Directors discussed approaches to building operational resilience and developing policy in uncertain environments.

Directors noted that contingency planning should consider the impact on staff working in a heightened risk environment for long periods and asked that the planning encompass how to build skills to ensure staff could operate across broader areas, allowing the Bank to respond to stresses within different fields of activity if and when they arose.

4. Audit and Risk Committee (ARCo) Update

Jonathan Bewes gave an update on the recent meeting of ARCo.

In the audit section of the meeting, ARCo had reviewed and approved a revised Internal Audit Charter and Mandate, agreed the Internal Audit plan for 25/26, and reviewed Internal Audit’s quarterly report. ARCo received updates on the Bank’s finances (see item 10) and the progress on the Annual Report and Accounts. ARCo also received an update from the Bank’s external auditors.

In the risk section, ARCo reviewed the Resolution Directorate’s risk profile as well as how planned investments would change the Bank’s technology risk profile. ARCo received a regular update on cyber security and noted that the external environment means cyber threats remain high. ARCo received the Quarterly Risk Report, which included a risk review update on preparations for the RTGS go-live.

5. Remuneration Committee (RemCo) Update

Diana Noble gave an update on the recent meeting of RemCo. RemCo had agreed the remuneration for the new Chief Operating Officer and set pension opt out rates for staff.

6. Nominations Committee (NomCo) Update

The Chair updated Court on the recent meeting of NomCo. NomCo had agreed Court’s approach to staff engagement and discussed prevailing staff sentiment.

7. COO Update

Sarah John updated Court on the most recent staff survey.

• Data Centre Storage Solution

(Nathan Monk)

Nathan Monk presented the request for Court approval to enter into an agreement for a new data storage service, which would increase cost efficiency over time.

Court approved the proposal.

8. RTGS Renewal Programme Update

(Victoria Cleland, Nathan Monk, John Stocker and Stephen Brown)

The Chair noted this was the final Court discussion before the Transition State 3 go live. Victoria Cleland said the Programme expected to be ready for go live on 28 April with all workstreams now rated green and dress rehearsals were complete.

Victoria Cleland said the Programme would monitor the external environment ahead of go-live to ensure it did not present a risk. Directors noted the Programme should set a high bar for external developments to delay the planned go live.

Stephen Brown said that Risk function supported the Programme going live on 28 April. Sarah Breeden confirmed that the FMID supervisors of CHAPS, were also content.

The Chair summarised that Court was content that the Programme continue as per its plans.

9. Six-monthly Risk Report

(Stephen Brown)

Stephen Brown provided Court with an overview of the Risk Report, highlighting the progress being made toward improving the approach to project management and delivery. Stephen Brown updated Court on progress in implementing the new Risk vision.

10. The Bank’s Finances

(Afua Kyei)

Afua Kyei updated Court on the Bank’s approach to funding investment after the current year. Work was being done to understand how investment budgets can be managed in these later years, looking at likely investment demand and ways in which this could be funded through efficiency savings within the Bank.

Afua Kyei noted that whilst the Bank and central government departments were not directly comparable, the efficiency goals the Bank is proposing were similar to the goals set for government departments. The Governor observed the importance of defining and demonstrating efficiency as a central bank.

Directors considered that focussing on improved efficiency to generate savings to fund investment was a reasonable approach.

11. Annual Report and Accounts

(Chris Peacock and Robert Page)

Court reviewed the oversight sections of the Bank’s Annual Report and provided comments ahead of the item returning to Court in June.

12. Revised plan for the Bank’s Data & Analytics Strategy in 2025/26

(James Benford)

James Benford introduced the item and said progress was being made in delivery of the Bank’s Data & Analytics strategy.

Court confirmed the approach as set out in the paper.

13. Recommendations of the Strategic Review of the Bank’s Agency Network

(Huw Pill, Alan Mankikar and Maria Barriel)

Maria Barriel introduced the item and set out that the review aimed to ensure the Agency Network maintained a high degree of visibility across the UK, whilst also integrating teams to allow better career opportunities for Agency staff. Clare Lombardelli and the Governor said there was an aim to encourage staff to move in and out of the Agency Network to spread the skills around the Bank.

Court agreed the proposals including a larger space at the office in Birmingham for use by current and future Agency staff only. In response to questions, Clare Lombardelli noted the Bank was not moving to a regional office model. Directors agreed, noting it was important the expansion of the Agency office in Birmingham did not cut across the Bank’s ambition to grow its second site in Leeds.

14. Financial Market Infrastructure Committee Effectiveness Review 2024

(Chair of Court, David Roberts)

The Chair introduced the item and noted the Committee was operating effectively, and that after initially focussing on taking up the Bank’s new statutory powers, a necessary pivot to strategic thinking was underway.

15. Matters Reserved to Court Annual Review

(Sebastian Walsh)

Court agreed the proposed changes to ‘Matters Reserved to Court’ and approved publication of the updated document.

16. Committee Appointments, Conflicts and Update on Annual Attestation

(Sebastian Walsh)

Court noted the paper and discussed future recruitments.

17. Papers for Information

Court noted:

• Monetary Policy Committee Report
• Annual Report of the Sealing Committee
• Houblon Norman (incorporating George Fund) Annual Report and Accounts
• Approved minutes from Committee meetings since the last meeting of Court on 12 February 2025 – ARCo minutes 31 January 2025

The meeting of Court was closed.