Minutes of the Meeting of the Court of Directors held on 24 July 2025

1. National Audit Office (NAO)

(Gareth Davies, Simon Reason, Yvonne Gallagher, NAO)

The NAO gave an update on their work programme.

2. Conflicts, Minutes and Matters Arising

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

The minutes of the meeting held on 6 June 2025 were approved.

Court congratulated Dame Anne Glover and Dame Julia Black on their honours.

The Chair thanked Ron Kalifa, who had decided to step down at the end of October, for his service to Court.

The Chair also updated Court on changes of membership at sub-committees. Anne Glover would step down from RemCo and join ARCo, while Sabine Chalmers would replace Anne Glover on RemCo and step down from ARCo.

3. Governor’s Update

The Governor updated Court on domestic and international developments. The Governor noted recent discussions relating to regulation and growth.

4. Audit and Risk Committee (ARCo) Update

Jonathan Bewes updated Court on the last meeting of ARCo.

In the audit section, Internal Audit had presented both its annual report and an update on recently completed audits. These highlighted that outstanding internal audit actions remain at a low level and that progress in addressing technology modernisation continued. ARCo also received the external auditors’ management letter and an update from the CFO.

In the risk section, ARCo received an update on operational resilience, noting that all the Bank’s Important Business Services (IBS) had been tested, with follow up from the tests ongoing.

5. Remuneration Committee (RemCo) Update

Diana Noble gave an update on the recent meeting of RemCo.

6. The 3-year financial plan 2025/2028 (including Future Financial Framework and Establishing a Bank-wide efficiencies programme)

(Afua Kyei, Jo Hill and Ed Moore)

Sarah John introduced the item and said that to maintain the required investment budget, the Bank needed to meet an ambitious efficiency target in the next financial year in order to limit growth of industry levies. In response to questions, Jo Hill and Sarah John said that the investment plans gave funding clarity over the 3-year planning horizon and that the programmes were now appropriately sequenced and deliverable.

Afua Kyei gave an overview of the Bank’s Future Financial Framework, highlighting that under the proposals RTGS and Notes would be held separately, such that spending decisions on these would not impact on the rest of the Bank. Court approved the Future Financial Framework.

Afua Kyei presented the 3-year financial plan. Court approved the 3-year budget and asked that it be shared with HMT.

7. COO Update

Sarah John updated Court on the results of the recent wellbeing survey. She also updated Court on a number of developments in programmes and operations across the Bank.

8. Payments: Update on the National Payments Vision and the Bank’s role in taking it forward

(Victoria Cleland)

Victoria Cleland introduced the item, noting the overall ambition of the initiative was to deliver a next generation digital retail payments system and that the new governance model was designed to utilise the relative strengths of all the different stakeholders. Court noted the proposal would require a new relationship with industry, and that as the chair of the Retail Payments Infrastructure Board, the Bank would need to have effective stakeholder management of the firms for the model to succeed.

Court discussed the implications for the Bank, considering the resource and organisational design impact, and noting that the Bank also had an important agenda to deliver on wholesale payments.

9. Conflicts of Interest policies

(Sebastian Walsh, Michael Salib and Alison Kavanagh)

• Revisions to the Personal Financial Transactions policy
• Review of the Entertainment and Gifts policy

Court approved the updated version of the Entertainment and Gifts policy.

Court approved the updated version of the Personal Financial Transactions policy. Court delegated to the Governor the final decision as to which directorates should be required to seek pre-approval for mortgage agreements following the reforms to the policy, based on their level of exposure to monetary policy making and the functions which support it.

10. The Bank’s Finances

• 2025/26 Q1 Forecast

Court noted the forecast.

11. MoU (between the Bank, PRA and HMT) on resolution planning and financial crisis management

Court approved the revised Memorandum of Understanding.

12. Amendments to FMIC’s Terms of Reference: establishing a standing delegation on the Bank’s Powers of Direction over a UK Central Counterparty

Court approved the amendments to the FMIC Terms of Reference.

13. MPC Members External Communications Code

Court discussed the benefits of the new Market Participants Group and approved the revised MPC Members External Communications Code.

14. FPC Survey and Effectiveness Review

Court noted the paper.

15. Committee Appointments and Conflicts

Court noted the paper.

16. Papers for Information

Court noted:

• Monetary Policy Committee Report
• Bank Notes Sub Committee of Court – Approval of the Change of Control Notice under the Print Contract with De La Rue
• Annual Report and Accounts Signing Committee Minutes
• Approved minutes from Committee meetings since the last meeting of Court on 6 June 2025
  • ARCo minutes 16 May 2025
  • RemCo minutes 1 May 2025

The meeting of Court was closed.