Minutes of the Meeting of the Court of Directors held on 28 October 2025

1. Conflicts, Minutes and Matters Arising

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

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

The Chair noted this would be Ron Kalifa’s last Court meeting, and on behalf of the Bank, thanked him for his service.

2. Governor’s Update

The Governor updated Court on the Bank’s business and workforce planning, noting the two critical aspects were now to engage the Bank’s broader leadership on the programme and to ensure the Bank had the capacity to deliver planned changes.

The Governor informed Court that following Court’s approval of the changes to the Bank’s FX balance sheet, the Bank had successfully issued an additional dollar bond.

Court heard that the Bank would launch the consultation on the stablecoins regime on 10 November. Dave Ramsden noted the Bank had engaged with other authorities to discuss how the regime could impact them.

The Governor updated Court on the results of the public consultation on the design of 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 meeting, ARCo heard from the external auditors, Ernst & Young, on the planning for next year’s audit and had a discussion on how the workforce planning programmes would be accounted for. ARCo also received an update from Internal Audit on recently completed audits.

In the Risk meeting, ARCo received an update on decisions regarding the investment portfolio, as well as the revised Risk directorate strategy and its implementation. ARCo reviewed the new cyber-security dashboard and had an update on access management metrics. Directors noted the increase in cyber-attacks by state actors in other jurisdictions and the importance of the Bank remaining vigilant.

The Chair asked that an assessment of cyber-risk come to Court.

4. Remuneration Committee (RemCo) Update

Diana Noble gave an update on the recent meeting of RemCo. RemCo approved the creation of a Mutually Agreed Resignation (MAR) Scheme and the terms of the scheme. RemCo discussed the actions needed to ensure effective engagement with staff around the scheme. RemCo also emphasised the importance of ensuring the scheme was used to deliver sustainable cost savings.

Directors confirmed support for the proposals.

5. COO Update

Sarah John updated Court on the Bank’s annual salary review and negotiations with the Union on the offer and said that the Union had recommended the Bank’s offer to staff. She added that progress had been made on the SharePoint migration, and the first new and improved laptops had been rolled out.

In response to questions, Sarah John said the Bank remained committed to reaching 500 staff in Leeds. She added that Governors had agreed that, to further progress towards this target, Executive Directors would be required to recruit 50% of any external recruitment to the Leeds office.

• Finance Modernisation Project (FMP) Update

Court approved a revised budget for FMP.

6. 2025/2026 Q2 Financial Forecast

(Afua Kyei)

Court congratulated Afua Kyei on being voted the most influential person of African or African Caribbean heritage in the United Kingdom in the 2026 Powerlist.

Afua Kyei gave an update on the current financial position, noting an underspend is expected in 25/26 due to areas making a start on meeting the 8% cost challenge in 26/27. This underspend would be used to support workforce planning programmes.

In response to questions from Directors, it was confirmed that the Bank would still seek to meet the 8% cost challenge target in year and would consider how plans could be revised to deliver this.

7. Business Planning 2026/27 Update

(Jo Hill, Afua Kyei and Louise Buckley)

Jo Hill introduced the paper noting that with the Bank’s strategic goals having been set, these were now the necessary steps to deliver them.

Directors raised the importance of embedding transformation and productivity in the Bank’s culture. Directors noted that the 8% target was applied equally across the Bank.

The Chair noted the importance of delivering the benefits of the transformation programmes to staff, including better technology, to show the positive impact of the Bank changing. Court approved the plans.

8. Location Strategy Project (LSP) – Strategic Business Case

(Vivienne Grafton and Tom Horn)

Vivienne Grafton introduced the paper, noting this was a once in a generation opportunity to improve both the Bank’s premises and its geographical reach. Vivienne Grafton noted that the cost savings from exiting Moorgate meant the project had a positive net present value with a capacity to absorb potential cost overruns, which was important as some risks to projected costs were to be expected when working on a historic building.

Directors discussed the importance of value for money and ensuring the Bank maintained the building appropriately, which was of substantial historical interest and a national asset. Directors noted there was a reputational risk around the rebuild and that the robustness of the business case and communications were critical.

Directors discussed the effective limit on London based headcount the programme would create for the future. They noted that, in the event the Bank needed to grow in future, this could be accommodated by growing headcount in Leeds.

Directors asked that the project consider the case for independent expert challenge on the project, noting it was outside of the Bank’s usual responsibilities.

9. Six-Monthly Risk Report

(Jonathan Rand)

Jon Rand introduced the Risk report and said that the Bank’s important business services remain resilient, although some of the more obsolete systems the Bank continues to need to run require continual maintenance. Jon Rand said that reviews of cyber-risk in the supply chain had been positive but that supply chain risk, especially for cyber, was an area of heightened concern due to external events.

Directors discussed the heightened people, operational and delivery risks coming from running major operational change programmes and workforce change programmes concurrently. Jon Rand said that Risk would seek to identify leading indicators for risks crystallising through workforce changes and that business areas would seek to identify single points of failure.

10. Banknote Innovation Programme

(Victoria Cleland and Jennifer Small)

Victoria Cleland introduced the paper, explaining that the programme to deliver the next series of banknotes compromised three strands: the printing contract, the design of the next series of notes and property adaptations at Debden to support continued printing.

Cout discussed the continued demand for banknotes and the continued risk from counterfeiting. In response to questions on the pace of innovation in counterfeiting, Victoria Cleland and Jen Small outlined the current innovations in banknote security features and forward planning to prevent counterfeits.

Court approved the paper and budget. Court delegated authority to the COO and Governor to approve a contingency of up to an additional 10% and to the Chair of Court and the Governor for a further 5% (up to 15% in total).

11. Chair’s Monetary Policy Committee (MPC) effectiveness review 2025

Court discussed the effectiveness review, noting the contributions and debates of the MPC surrounding the changes to the forecast process following the Bernanke Review.

12. Support for Monetary Policy: Annual Report to Court 2024/2025

(Iain de Weymarn and Fergal Shortall)

Court noted the report.

13. SMD Auction and Bilateral Trading Review (SABR) Programme

Court approved the Programme. Court agreed that a 10% contingency, if required, could be released upon agreement by the COO and the Governor.

14. Revised ‘Our Code’ Conflicts of Interest Policies and Statutory Committees’, Conflicts of Interest Codes of Practice

Court approved the policies and Codes of Practice.

15. FPC Members External Communications Code

Court approved the Code.

16. Committee Appointments and Conflicts update

Court noted the report.

17. Papers for Information

Court noted:

• Monetary Policy Committee Report
• Approved minutes from Committee meetings since the last meeting of Court on 19 September 2025
  • ARCo minutes 24 June 2025

The meeting of Court was closed.