Minutes of the Meeting of the Court of Directors held on 4 June 2026

1. Conflicts, Minutes of 23 April 2026; Matters Arising and Twelve-month Forward Planner

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

The Court noted this would be Sam Woods’ last Court meeting before the end of his second term and expressed thanks and appreciation for his service to the Bank.

The minutes of the meeting held on 23 April were approved.

2. Governor’s Update

The Governor updated Court on recent events and said that the impact of global events on energy supply remain uncertain. Court discussed the impact of AI on the financial services sector as well as on the broader structure of the economy, noting the rapid pace of development in AI.

The Governor noted a public consultation was underway on which wildlife to include on the next series of banknotes.

3. Audit and Risk Committee (ARCo) Update

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

In the audit discussion, ARCo had focussed on the Annual Report and Accounts and ARCo had approved these ahead of their presentation to this meeting of Court.

In the risk discussion, ARCo had received an update on the progress of the material controls work, which was now moving into testing, and on the Bank’s capital projections.

ARCo also discussed the impact of frontier AI on third party risk management.

4. Remuneration Committee (RemCo) Update

Diana Noble updated Court on the latest RemCo meeting. RemCo had welcomed increased focus on performance in reward outcomes. RemCo also discussed the Pay Framework Review.

5. Monetary Policy Transformation Programme

(Rohan Churm, Orla May and Becky Maule)

Clare Lombardelli said that the planned changes to Monetary Policy’s leadership structure have been made and introduced Rohan Churm as the new Executive Director for Monetary Policy.

Clare Lombardelli said that the Programme’s outcomes had started to be delivered. The revised MPC communications package was now being embedded and external feedback on this had been positive. Clare Lombardelli noted it was a major Programme, and further challenges were to be expected.

The Chair summarised that Court strongly supported the Programme and encouraged the Programme to move at speed to deliver the bold changes planned.

6. COO Update

Court was updated on the Flexibility Review implementation and the Location Strategy Programme.

• CISCO contract

Sarah John introduced the contract for approval, noting it would move the Bank to a strategic relationship with the supplier and generate cost savings for the Bank.

The contract was approved.

• Customer Payments Evolution (CuPE) Programme

(Alastair Hughes)

Alastair Hughes introduced the business case for the Customer Payments Evolution (CuPE) Programme.

Court approved the programme.

7. Finance Update

(Afua Kyei and James Bell)

• Declaration of the Bank of England Levy for the Levy Year 2026/27

Afua Kyei presented proposals for the 2026/27 Bank of England Levy, noting that the aggregate levies have been constrained to increase by 3%. Court supported the declaration of the Bank’s Anticipated Levy Requirement for the 2026/27 Levy Year.

Court noted the transition costs from the legacy Cash Ratio Deposit scheme.

Afua Kyei said there had been no changes to the budget for 2026/27 since it was approved by Court in February. Court reconfirmed the budget for 2026/27.

8. Bank of England Annual Report and Accounts

(Afua Kyei, James Bell, Jane Cathrall, Matt Cartledge, Aarti Sharma, Chris Peacock, Javier Faiz and Rhys Taylor, EY Auditors)

The Finance team provided an overview of the final accounts and supporting review processes for the 2025/26 Financial Year.

Afua Kyei said that Court is asked to approve the full year payment in lieu of dividend of £66m, noting that of this total, a £20m interim payment was previously approved by Court and has now been paid. This proposal is in line with the Bank’s Memorandum of Understanding with HMT.

Jonathan Bewes, Chair of ARCo, said that ARCo had reviewed the Annual Report and Accounts at its meeting on 22 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.

Javier Faiz, EY, presented the EY Audit Report to Court alongside a draft of their proposed Audit Opinion. Javier Faiz 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.

Diana Noble, Chair of RemCo, noted that RemCo had considered and was content with the Remuneration Report.

Court considered the draft Report and Accounts and the supporting documentation and confirmed that the Bank’s Annual Report and Accounts for 2025/26 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 approved the payment in lieu of dividend of £66m.

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’s 2026 climate transition plan (CTP) and 2026 climate-related financial disclosure

(James Talbot, Kate Hamilton, Rachel Jonckheere and Vicky Saporta)

James Talbot introduced the item and noted that, although the Bank remains on track to meet its 2040 target, increases in activity (associated with Series H Notes Printing and the Location Strategy Project) are expected to result in the Bank temporarily exceeding its permitted emissions at the interim milestones.

Court approved the approach set out in the paper.

• Report on the Bank’s official market operations March 2025 – February 2026

Vicky Saporta introduced the paper and said that the balance sheet transition was proceeding as expected. Regular lending has continued to increase whilst central bank reserves reduce as the APF is unwound.

9. Matters Reserved to Court (annual review)

(Sebastian Walsh)

Sebastian Walsh introduced the item, as part of Court’s regular review of Matters Reserved.

Court agreed the changes, which would be published in due course.

10. Committee Appointments and Conflicts

(Sebastian Walsh)

Court noted the paper.

11. Papers for Information

Court noted:

• Monetary Policy Committee Report
• Approved minutes from Committee meetings since the last meeting of court on 23 April 2026
  • ARCo minutes 19 March 2026
  • RemCo minutes 6 March 2026

The meeting of Court was closed.