Present Committee members:
David Roberts, Chair
Andrew Bailey, Governor
Sarah Breeden, Deputy Governor – Financial Stability
Clare Lombardelli, Deputy Governor - Monetary Policy
Sam Woods, Deputy Governor – Prudential Regulation
Jonathan Bewes
Sabine Chalmers
Lord Jitesh Gadhia
Dame Anne Glover
Sir Ron Kalifa
Diana Noble
Tom Shropshire
In attendance:
Sarah John, Chief Operating Officer
Secretary:
Sebastian Walsh, Secretary of the Bank
Apologies:
Sir Dave Ramsden, Deputy Governor – Markets & Banking
1. Annual Enforcement Decision Making Committee Report (EDMC)
(Sir William Blair, Duncan Cromarty and Hope Gray)
The Chair welcomed William Blair to the meeting and thanked him for his
leadership of the EDMC. William Blair updated Court on the EDMC’s activities over the past year.
William Blair informed Court that the terms of the six original EDMC members expire next year. As three new members were recruited last year the intention is to recruit another three members next year and allow the EDMC size to fall back to six members.
Court approved that non-material changes to EDMC Procedures could be delegated to the Bank’s General Counsel and the Director, PRA Strategy, Risk & Operations.
2. Conflicts, Minutes and Matters Arising
Court noted the regular Conflicts update.
The Chair noted that Ron Kalifa would be recused from item 6ii.
The minutes of the meeting held on 10 April 2025 were approved.
Court congratulated the Governor on 40 years in public service.
3. Finance Update
(Afua Kyei)
Afua Kyei presented the Bank’s Financial Results for 2024/25. Court reviewed the 2024/25 Full Year Results.
Afua Kyei informed Court of two changes to the Bank’s 2025/26 budget that Court approved at its February meeting. These were a small change in the size and composition of the investment portfolio and an adjustment to reflect updated pension costs after finalisation of the usual actuarial processes. Court approved the adjusted budget for 2025/26.
Afua Kyei presented proposals for the 25/26 Bank of England Levy. Court supported the declaration of the Bank’s Anticipated Levy Requirement for the 2025/26 Levy Year.
4. Bank of England Annual Report and Accounts – Full Year Financial Results 2024/25
(James Bell, Jane Cathrall, Afua Kyei, Noelita Ilardia, Matt Cartledge, Aarti Sharma, Chris Peacock, Vicky Saporta, Javier Faiz and Rhys Taylor, EY Auditors)
The Finance team provided an overview of the final accounts and supporting review processes for the 2024/2025 Financial Year.
Jonathan Bewes, Chair of ARCo, said that ARCo had reviewed the Annual Report and Accounts at its meeting on 16 May, including the “going concern” basis of preparation, the draft report from the Bank’s auditors, and the extent to which the Report and Accounts met the requirements of being “fair, balanced, and understandable”. ARCo was satisfied with each matter and recommended the Annual Report and Accounts to Court. ARCo had also concluded the external audit had been effective.
Diana Noble, Chair of RemCo, noted that RemCo had considered and was
content with the Remuneration Report.
The Bank’s external auditors, EY, presented their Audit Report to Court alongside a draft of their proposed Audit Opinion. They confirmed that subject to finalisation of a few non-material outstanding matters and receipt of the signed Letter of Representation from the Bank they would be in a position to issue an unqualified Audit Opinion.
Court considered the draft Report and Accounts and the supporting documentation and confirmed that the Bank’s Annual Report and Accounts for 2024/2025 had been suitably prepared on a going concern basis, that the audit had been effective, and that the Annual Report and Accounts were fair, balanced, and understandable.
On this basis, Court agreed to delegate final approval of the Bank’s Annual Report and Accounts to the Signing Committee, consisting of the Chair, the Governor, the PRA CEO, the CFO and the EY Auditors.
Court agreed to delegate the signing of the Letter of Representation to the Chair and the CFO.
The Chair thanked all colleagues involved in the preparation of the Bank’s Annual Report and Accounts.
The Bank of England’s Climate Disclosure
Court discussed the report and agreed to delegate approval of the Bank’s Climate Disclosure to the Bank’s COO, CFO and Executive Director for International.
The Sterling Monetary Framework (SMF) Annual Report
Court discussed and approved the report.
5. Governor’s Update
The Governor gave an update on the increased market volatility seen in recent weeks, noting that as an open economy, the UK can be particularly impacted by changes to global trade.
The Governor noted high regulatory standards helped ensure market turbulence could be managed and said that there is not a trade-off between growth, standards and financial stability. The Governor highlighted his recent letter to the Treasury Committee regarding ringfencing.
The Governor presented the Bank’s management response to the recent Independent Evaluation Office (IEO) report on how the Bank uses horizon scanning. Court agreed to publish the IEO’s horizon scanning evaluation, along with the accompanying management response.
6. Update from Clare Lombardelli
Clare Lombardelli gave a strategic overview of the Monetary Policy Transformation Programme one year on, highlighting progress to date. Clare Lombardelli said her focus was now on completing delivery of a first package of changes to the forecast process.
Non-Executive Directors agreed on the importance of building momentum around delivery.
Update on Payments
(Victoria Cleland)
Sarah Breeden updated Court on the emerging thinking of the Payments Vision Delivery Committee (PVDC), of which the Bank is a member, for the future of retail interbank payments in the UK. The PVDC was exploring with industry the creation of a new Change Company (ChangeCo) to deliver the proposed upgrade to the retail interbank system. Directors noted the importance of involving industry in a meaningful and appropriate way.
Victoria Cleland highlighted the importance of considering the role of the Bank and other authorities in both the set up and then the running of any new system.
7. Audit and Risk Committee (ARCo) Update
Jonathan Bewes gave an update on the recent meeting of ARCo.
In the audit section, the focus had been on reviewing the annual report, as detailed in Item 4. The NAO had also updated ARCo on its annual audit of the Bank of England Asset Purchase Fund Facility Ltd, this was nearing completion and the NAO reporting nothing material. ARCo also received a regular report from Internal Audit.
In the risk section, ARCo had received an update on cyber security, in light of the recent cyber-attacks on retailers. ARCo had also been updated on the current status of the Finance Modernisation Programme.
8. Remuneration Committee (RemCo) Update
Diana Noble gave an update on the recent meeting of RemCo. RemCo had agreed the Remuneration Report section of the annual report and received updates on the progress of the Pay Framework Review and general staff matters.
9. COO Update
Sarah John briefed Court on the successful go-live of RT2 and updated Court on the progress of the Pay Framework Review.
- Overhaul and upgrade of 8 print machinery assets
Sarah John sought approval to enter into a contract to refurbish and upgrade print machines at Debden, which would be funded in line with existing Issue Department arrangements. Court approved the contract.
Sarah John sought approval of the SCOR programme.
Court approved the project.
10. Monetary Policy Transformation (MPT) – Update for Court
(Iain de Weymarn and James Proudman)
Iain de Weymarn introduced the item and updated the Court on progress.
Directors supported the focus on delivery of the outcomes from the Bernanke review and noted the importance of the successful delivery of the programme for monetary policy and for the Bank as an institution. The Chair asked that the plan for the rest of the MPT outcomes be presented at the next update to Court.
11. Future Financial Framework
(Afua Kyei)
Afua Kyei introduced the item and set out the Bank’s approach to cost constraint and recovery, including sources of income.
The Bank proposes to set an investment budget, excepting exclusions, for the year 2026/27 in line with 2025/26. This proposal was based on both affordability and an assessment of the capacity of the organisation to implement change whilst also delivering on its policy and operational objectives.
Afua Kyei said to fund the investment spend, the Bank would need to implement an efficiency challenge on BAU costs as well as funding other headwinds to BAU costs.
Directors were supportive of the approach to cost management, investment and efficiency outlined by Afua Kyei.
Directors noted some investments the Bank was considering would benefit industry more broadly.
12. Committee Appointments and Conflicts Update
(Sebastian Walsh)
Court noted the paper and discussed future recruitments.
13. Papers for Information
Court noted:
- Monetary Policy Committee Report
- RTGS Renewal Update
- PRA Annual Report 2024/25
- Revision of the Payments MoU between the Bank of England, Prudential Regulation Authority, Financial Conduct Authority and Payment Systems Regulator
- Approved minutes from Committee meetings since the last meeting of Court on 10 April 2025
- ARCo minutes 20 March 2025
- RemCo minutes 28 February 2025
The meeting of Court was closed.