Minutes of the Meeting of the Court of Directors held on 23 April 2026

1. Conflicts, Minutes of 12 February 2026; Matters Arising and Twelve-month Forward Planner

Diana Noble noted a conflict on item 9 and recused herself from the relevant part of the item. There were no other conflicts declared in relation to the present agenda.

The minutes of the meeting held on 12 February 2026 were approved.

2. Governor’s Update

The Governor updated Court on the main themes from the recent International Monetary Fund (IMF) and World Bank meetings. The Governor briefed Court on risks to global financial stability.

3. Audit and Risk Committee (ARCo) Update

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

In the audit discussion, ARCo had received updates on the year-end financial position and the progress on the annual report and external audit.

In the risk discussion, ARCo had received updates on material controls and the testing regime for these. ARCo reviewed the Health & Safety annual report and had noted that during the planned building work at Threadneedle Street this would be an important focus for the relevant teams. ARCo also received and reviewed the Quarterly Risk Report.

4. Remuneration Committee (RemCo) Update

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

RemCo had received an update on the Mutually Agreed Resignation (MAR) scheme and had noted that the successful matching of new responsibilities and roles with remaining staff, following MAR exits, was an important opportunity for talent management.

RemCo had reviewed objective setting for 2026 and noted the strength of the process this year. RemCo discussed the importance of an equally robust process for assessing the achievement of objectives at the end of the year.

5. Nominations Committee (NomCo) Update

The Chair gave an update on the recent meeting of NomCo.

NomCo had discussed the updates to the people strategy, Non-Executive Director succession planning and feedback from the lunch with the Employee Networks.

6. COO Update

Sarah John gave Court an update on recent developments, noting the staff who are exiting under the Mutually Agreed Resignation (MAR) scheme had exit dates agreed, and that most staff resigning from the Bank under MAR would leave by the end of May.

• Project Governance (Jo Hill and Anita Kelly-Metelewa)

Jo Hill introduced the paper and said that the proposed changes to project governance would ensure Court engagement on contracts and projects came at the right time. The Chair noted that the proposal lifted the threshold for Court approval to £20m, but that he had agreed with the COO that they would discuss and agree projects that might be considered strategic or otherwise necessary to come to Court below this threshold.

Non-Executive Directors noted the importance of managing third party risks in contracts, especially around concentration risk.

Court approved the paper.

• SharePoint Migration (Nathan Monk, Rebecca Jackson and Bhavi Teli)

Nathan Monk introduced the item and said that the migration to SharePoint was now underway. The Chair noted that the combination of SharePoint and other new tools would have a significant positive impact on productivity.

Court approved the paper.

7. Leeds Growth Update

(Sebastian Walsh, Vivienne Grafton and Tom Horn)

Tom Horn introduced the item and gave an update on progress towards the target of 500 staff based in Leeds, noting there was a confirmed pipeline of joiners that would lift headcount to 280 – with a headcount of around 300 anticipated by the end of the year.

Vivienne Grafton introduced the proposal to seek a long-term lease for the building to serve as the permanent office location for the Bank in Leeds.

Court approved the paper.

8. Risk Update

(Jonathan Rand and Paul Baker)

Jon Rand introduced the six-monthly risk report.

Directors said that it was important to consider long duration risks, and the second and third round impacts these could trigger and the impact of shocks on the integrity of longer-term strategic planning assumptions.

• Annual Report to Court from the Governors on the effectiveness of the Bank’s Risk Management and Internal Control Systems for the year ended 28 February 2026

Court noted the report.

9. Cyber Update

(Jonathan Pagett, Eloise Hindes, Nathan Monk, James Morrin, Bill Jeffs and Dave Carroll)

Diana Noble recused herself from the section of this item relevant to her conflict.

Court received an update on the cyber threat environment and the Bank’s level of maturity against cyber risks.

Court discussed the operational threat level and noted the importance of constant investment to maintain the current levels of cyber security.

Court received an update on emerging technologies and discussed the impacts of these on cyber security, this included new AI models – notably Anthropic’s Mythos – which could identify previously unknown vulnerabilities. Court discussed the resource implications of emerging plans to mitigate risks and asked that Court be kept updated on developments.

10. Banknotes: Equipment Purchase

(Victoria Cleland, Chief Cashier and Andrew Baker)

Victoria Cleland introduced the item, which was for the approval to purchase equipment.

Court approved the paper.

11. Enforcement Decision Making Committee (EDMC) Annual Report to Court

(Sir William Blair, Hope Gray and Anne Corrigan)

Sir William Blair gave an overview of the work of the EDMC over the past year and of recent cases.

The Chair expressed Court’s thanks to Sir William as the outgoing Chair of the EDMC.

12. Annual Report – Oversight Sections

Court approved the draft oversight sections of the Annual Report.

13. Clarification of the scope of FMI Committee’s functions and delegation of responsibility for certain future changes to the FMI Committee Terms of Reference to FMI Committee

Court approved the paper.

14. Committee Appointments and Conflicts Update

(Sebastian Walsh)

• Financial Markets Infrastructure Committee (FMIC) Appointments

Court noted the appointments and conflicts update. Court approved the FMIC appointments paper, this re-appointed Randall Kroszner for a second three year term and extended the existing terms of Martin Pluves and Julia Black.

15. Papers for Information

Court noted:

• Monetary Policy Committee Report
• Houblon Norman Fund (incorporating George Fund) Annual Report and Accounts
• Enterprise Demilitarized Zone (DMZ) Programme closure report
• Critical Third Parties: Category B MoU with the European Supervisory Authorities on CTP oversight and cooperation
• Sealing Committee Annual Report
• Financial Stability Strategy (for publication on 17 April 2026)
• Approved minutes from Committee meetings since the last meeting of Court on 12 February 2026
  • ARCo minutes 22 January 2026
  • RemCo minutes 21 January 2026

The meeting of Court was closed.