Minutes of the Court of Directors Meeting, 9 December 2025

The Bank's Court of Directors acts as a unitary board, setting the organisation's strategy and budget and taking key decisions on resourcing and appointments. Required to meet a minimum seven times per year, it has five executive members from the Bank and up to nine non-executive members.

Published on
26 February 2026

Present
Committee members
:
David Roberts
, Chair
Sarah Breeden,
Deputy Governor – Financial Stability
Clare Lombardelli
, Deputy Governor - Monetary Policy (items 1 to 4 only) Sir Dave Ramsden , Deputy Governor – Markets & Banking (items 1 to 5 only) Sam Woods , Deputy Governor – Prudential Regulation Sabine Chalmers Lord Jitesh Gadhia (items 1 to 11 only) Dame Anne Glover Diana Noble Tom Shropshire

In attendance:
Sarah John
, Chief Operating Officer
Secretary:
Sebastian Walsh
, Secretary of the Bank
Apologies:
Andrew Bailey
, Governor
Jonathan Bewes

1. Publication of National Audit Office (NAO) review of the RTGS Renewal Programme
   (Gareth Davies, Natalie Low, Yvonne Gallagher from NAO, Nathan Monk and Toby Davies) The NAO presented their review of the Bank’s RTGS Renewal Programme, ahead of its publication. The NAO highlighted that this was a positive review. It recognised that the Bank had achieved its important aim of implementing a new and modernised RTGS. In particular, the NAO commended the Bank for having invested significant effort at the start to set out the key detailed requirements for the new system before moving to design and implementation. The Programme, led by Victoria Cleland, had fostered a transparent culture, with strong leadership and collaborative working between business and technical areas. The Bank had also established an effective partnership with Accenture. The NAO’s view that the way the Bank had managed the Programme demonstrated value for money. Court noted that the Bank had identified lessons from the Programme which it would apply to its wider management of transformation projects. The Chair concluded by expressing the Bank’s gratitude for the work undertaken and the constructive approach of the NAO team.
2. Conflicts; Minutes of 28 October 2025; Matters Arising; Twelve-month Forward Planner
   Anne Glover recused herself from the item.
   There were no other conflicts declared in relation to the present agenda.
   The minutes of the meeting held on 28 October were approved.
   Court approved Anne Glover as the Senior Independent Director.
3. Monetary Policy Transformation (MPT) Programme
   (James Proudman, Orla May and Katie Matthews)
   Court welcomed the changes made to the MPC’s approach to communications in November 2025.
   Court noted the significant progress achieved over the past six months toward the comprehensive transformation of the Bank’s monetary policy processes. Court discussed the challenges inherent in delivering such a large-scale transformation. Directors emphasised the importance of frequent communication and strong leadership in maintaining momentum and focus as the Programme transitioned into implementation. Court approved the Business Case for the Programme.
4. Role re-evaluation: Executive Director Banking and Payments Operations
   Court approved the role re-evaluation for the Executive Director Banking and Payments Operations and approved the appointment and remuneration of Clair Mills for the role.
5. Business Planning Update
   (Afua Kyei, Jo Hill and Louise Buckley)
   Jo Hill and Afua Kyei updated Court on the outcomes of the financial year 2026/2027 business planning round, as well as the planning assumptions discussions for 2027/28 and 2028/29. Court agreed to close the business planning round for 2026/27, allowing for progression of budget sign-offs.
6. Audit and Risk Committee (ARCo) Update
   Jitesh Gadhia gave an update on the recent meeting of ARCo.
   In the Audit section of the meeting, ARCo received an update from the CFO on the finance skills and capabilities review, and heard from the external auditors, EY, on the planning for next year’s audit. ARCo also received an update from Internal Audit on recently completed audits. In the Risk section of the meeting, ARCo considered a deep dive on material controls on data, updates on the model risk framework and the Finance Modernisation Programme, risks relating to the Bank’s investment portfolio and the annual review of capital.
7. Remuneration Committee (RemCo) Update
   Diana Noble gave an update on the recent meeting of RemCo.
   RemCo was updated on progress on the Pay Framework Review. RemCo also considered the appropriate reference points for Executive Directors which would be changed in line with the approach adopted for other scales.
8. Nominations Committee (NomCo) Update
   The Chair gave an update on the recent meeting of NomCo.
9. COO Update
   Sarah John updated Court on the Mutually Agreed Resignation scheme. The scheme had been launched successfully on 1 December. It was also noted that a new Professions Framework had been launched in November as part of the Bankwide Skills and Talent Programme. Sarah John also noted that the Bank had looked at the findings of the review into the inadvertent release of Budget information by the Office for Budget Responsibility – and that it was confident its processes were robust to a similar challenge. Sarah John updated Court on the one day of industrial action by Amulet contractor staff and how the Bank had addressed the challenge.
10. Payments
    Sarah Breeden provided an update on the UK authorities’ strategy for future retail payments infrastructure, drawing out three of its priorities. First, supporting the introduction of ‘account-to-account’ payments at point-of-sale to enable greater choice of payments methods. Second, enabling interoperability across traditional deposits, tokenised deposits, systemic stablecoins, and the Bank and HM Treasury’s plans for a digital pound (were its issuance to become necessary in the future). Third, supporting interim private sector innovations where these align with the long-term direction of the new infrastructure. Sarah Breeden also updated Court on the establishment of the Retail Payments Infrastructure Board (RPIB), chaired by the Bank, which included representation from banks, fintechs, merchants, together with the CEO of Pay.UK (with the Payments Systems Regulator as an observer). Delivery would be driven by a new industry-owned Delivery Company, with Vim Maru (CEO of Barclays UK) as chair designate.
11. Governor’s Objectives
    Court noted the proposed objectives for the Governors & COO for 2026.
    Court approved the Governor’s objectives and delegated approval of the Deputy Governors’ and COO’s objectives to the Governor.
12. Approval of a change to the FMI Committee Terms of Reference to reflect the move to biennial risk reviews of FMIs
    Court approved the change to the FMI Committee’s Terms of Reference.
13. De-Redactions of Court Minutes
    (Sebastian Walsh)
    Court approved the de-redactions of Court minutes from 2023 and agreed they should be published alongside the December Court minutes in February 2026.
14. Committee Appointments and Conflicts Update
    (Sebastian Walsh)
    Court noted the paper.
    Appointment of the Executive Director for Risk Court approved the appointment and remuneration of Jonathan Rand as Executive Director for Risk.
15. Papers for Information
    Court noted:
    Monetary Policy Committee Report
    Annual Review of Memoranda (MoUs)/Service Level Agreements (SLAs) The meeting of Court was closed.

These minutes are published as the record of meeting as required by the Bank of England Act 1998 as amended. Court may decide to omit information from the record in the public interest. The record of matters reported to Court may also omit information which is legally sensitive or commercially confidential.

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