Minutes of the Meeting of the Court of Directors held on 29 October 2024

1. Conflicts, Minutes, Matters Arising and Twelve-Month Forward Planner

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

The minutes of the meeting held on 19 September 2024 were approved.

The Chair explained to Members of Court that the session following the December Court meeting would be a NED only discussion.

Under Matters Arising, Sebastian Walsh noted a change to how the Bank described its approach to applying the UK Corporate Governance Code, which Court approved.

2. Governor’s Update

The Governor provided an update to Court on developments since its last meeting.

The Governor updated Court on the previous week’s IMF meetings.

3. Audit and Risk Committee (ARCo) Update

Jonathan Bewes updated Court on the most recent meeting of ARCo.

On the audit side, EY, the Bank’s new external auditor, had shared its audit plan.

In the risk section, ARCo received an update on the Cyber Sustainability and Resilience Programme.

ARCo was advised that the Finance Modernisation Programme remained on track for delivery in July 2025.

ARCo had received an update from the Chief Risk Officer. Stephen Brown informed ARCo that whilst financial risks were in tolerance, geopolitical risk remained high and work was being undertaken to understand the risk to the Bank’s balance sheet from geopolitical risk.

4. COO Update

Ben Stimson updated Court on key developments since its last meeting.

Ben Stimson provided an update on the annual salary negotiations with Unite, the union.

1. Cyber Sustainability & Resilience Programme (CSRP)

(Jonathan Pagett and Eloise Hinds)

Jonathan Pagett and Eloise Hindes updated Court on the Programme, noting the threat environment was changing alongside a changing internal technology portfolio.

5. Strategic Priorities

(Jo Hill)

Jo Hill presented the emerging strategic narrative. Court Directors agreed with the priorities and discussed the challenges in delivering them, in particular ensuring outcomes were efficiently delivered. Ron Kalifa questioned whether the investment budget was sufficient. Anne Glover urged the Bank to consider low-cost creative opportunities for efficiencies.

Court Directors agreed ARCo should consider the governance and quality assurance of projects, noting the level of oversight would be dependent on the scale and criticality of each project.

6. 2024/25 Q2 Financial Forecast and 2025/26 Budget Update

(Afua Kyei and Paul McArdle)

Afua Kyei informed Court the Q2 forecast showed the Bank was on track to meet its budget.

Ron Kalifa noted that planned investment, notably that following the Bernanke Review, would unlock efficiency savings in future years.

7. RTGS Renewal Update

(Victoria Cleland, John Stocker and Vaishali Dubey)

Victoria Cleland updated Court on the programme including the TS3 go-live date.

8. Six-Month Risk Report

(Stephen Brown)

Stephen Brown presented the Six-Month Risk Report.

9. PRC Effectiveness Review 2024

(Chair of Court, David Roberts)

The Chair of Court introduced the report and noted the main conclusion was that the PRC operated effectively, with the external members adding significant benefits to decision making.

Sam Woods said the Committee had been strongly focussed on how best to deliver its Secondary Competitiveness and Growth Objective.

10. Update of Bank’s Senior Managers Regime

(Sebastian Walsh and Michael Salib)

Sebastian Walsh presented an update to the Senior Managers Regime statements of responsibilities and responsibilities map. Court agreed the changes and agreed that any minor changes could be approved by the Governor and Chair.

11. Committee Appointment and Conflicts

(Sebastian Walsh)

Sebastian Walsh provided an update on the ongoing recruitment processes for PRC and FPC external members.

Jonathan Bewes updated Court on the appointment of Andrew Smith as Head of Internal Audit. Court approved the appointment.

12. Items for Information

Court noted:

• Monetary Policy Committee Report
• UK Corporate Governance Code
  • Detailed gap analysis of the 2024 UK Corporate Governance Code
• Nominations Committee (NomCo)
  • Agenda
  • Minutes 22 May 2024
  • Forward Planner
  • Senior Succession Planning: Approach and Objectives
  • People Strategy Process and the development of the People Insights Dashboard

The meeting of Court was closed.