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«Our Reference CB 057/15 To CHAPS Co Board From Company Secretary & Governance Manager MINUTES OF THE MEETING OF THE CHAPS CO BOARD HELD AT 2 THOMAS ...»

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18th August 2015

Our Reference CB 057/15

To CHAPS Co Board

From Company Secretary & Governance Manager

MINUTES OF THE MEETING OF THE CHAPS CO BOARD HELD AT 2 THOMAS MORE

SQUARE ON THURSDAY 16TH JULY 2015 AT 13:30

Present: Dr. Herta von Stiegel (Chair)

Terri Duhon (Independent Director)

Patricia Jackson (Independent Director)

Matthew Davies (Bank of America Merrill Lynch)

Paul Gennart (BNP Paribas) Matt Wells (BNY Mellon) Nick Mayberry (Barclays) Ireti Samuel-Ogbu (Citibank) John Hagon (CLS Services) Lesley Chalmers (Clydesdale Bank) Mike Brennan (Deutsche Bank) Andrew Fink (Handelsbanken) Andrew Slough (HSBC) Matt Loos (JP Morgan) (via teleconference) Aidan Pearson (Northern Bank) Iain Mortimer (RBS) Neil Cornwell (Santander) Kerry Hume (Standard Chartered) Kent Patterson (State Street) In Attendance: Toby Davies (Bank of England) (observer) David Bailey (Bank of England) (item 24 (1)) Justin Jacobs (Bank of England) (item 24(1)) Yannick Cox (Bank of England) (item 24(1)) Lisa Newman (Bank of England) (item 24(1)) Gary Harper (Bank of England) (item 24(1)) Marcia Cantor-Grable (observer) Suzanne Rab (Serle Court) (item 25)

CHAPS Co staff:

Chief Legal & Regulatory Officer Company Secretary & Governance Manager Head of Security (item 27) Interim CEO Chief Risk Officer Interim COO (item 26)

UKPA staff:

Director of Finance (item 26) Apologies: David Fawell (Co-operative Bank) Graeme Donald (Lloyds Banking Group) Nancy Riyad (UBS) ACTION

22. APOLOGIES, QUORUM & CONFLICTS OF INTEREST The Chair welcomed everyone to the meeting and introduced the following new

Directors:

• Ireti Samuel-Ogbu (Citi) (attending her first Board meeting since being appointed on 11th March 2015)

• Marcia Cantor-Grable (Independent) (appointment effecti

–  –  –

Paul Gennart advised that the onboarding of BNP Paribas had gone well.

The Chair advised that this Board meeting would be the last for Patricia Jackson.

She thanked Patricia for all her contributions during the past two years and confirmed she would be missed. It was also noted that an exit letter had been received and circulated to the Board.

–  –  –

23. MINUTES OF THE LAST MEETING AND ACTION LOG

The minutes of the last meeting held on 23rd April 2015 were APPROVED as a true and accurate record of the meeting.

Patricia Jackson commented that there had been an action relating to regulator liaison and it was agreed that this action should be added to the Action Log.

The Company Secretary & Governance Manager referred to the updated Action Log and it was noted that all actions had been closed since the last meeting.

24. STRATEGY 2015/16 Priorities & Observations David Bailey, Justin Jacobs, Yannick Cox, Lisa Newman & Gary Harper joined the meeting.

The Chair thanked the Bank of England team for attending and for sending through the recent letter setting out the 2015/15 Priorities & Observations (which had been circulated to the Board).

The Board noted the following key points from the Bank of England presentation:

–  –  –

Board members had a number of questions and the responses/comments were

noted as follows:

• The Bank went through the same process of setting Priorities & Observations with other Payment Scheme Operators – any issues arising from cross-Scheme matters should be raised with the other Schemes and/or the Bank

• Although CHAPS Co did not have control over RTGS or SWIFT, it did oversee the operation of the Scheme and was integral to the management of risks

• In relation to past performance against Priorities & Observations, issues would only arise if Priorities were not closed

• Performance against Priorities & Observations was tracked by the Legal & Regulatory team and notified to the Governance & Discipline Committee on a monthly basis

• Observations were meant to indicate, to the Board, areas where work was already ongoing and important to be completed

• The Bank would undertake more formalised dialogue directly with individual Directors (including Participant nominated Directors), to be arranged via CHAPS Co

• The Bank of England and the PSR had very different objectives, driven by legislation, but maintained a very close dialogue (an agreed Memorandum of Understanding was in place) to ensure appropriate co-ordination took place – ultimately, the Bank of England’s objective of financial stability would always take precedence. This is published on the Bank of England’s website.

The Chair thanked the Bank of England team and the following next steps were

AGREED (unanimously):

• CHAPS Co would provide feedback on deadlines; and

• CHAPS Co would formally respond to the Bank within 6 weeks David Bailey, Justin Jacobs, Yannick Cox, Lisa Newman & Gary Harper left the meeting.

The Chair summarised the key issues – Governance and Strategy and referred to a draft Strategy document prepared by the Interim CEO.

–  –  –





The Interim CEO referred to the document entitled “Company Strategy” which had been circulated to the Board on 10th July 2015 and contained 12 key strategic points.

A discussion followed and the following points/comments were noted:

• The 12 strategic points were clear and sensible

• Strategic objectives needed to be measurable

• Strategic Point 7 (Trust) was complex given that the RTGS system was the Bank of England’ s system which gave rise to issues of control/accountability for CHAPS Co. Trust was directionally right provided that verification also took place

• Areas of control and accountability needed to be more specific and formalised – it was anticipated that this would be achieved through an updated Memorandum of Understanding with the Bank of England • “Users” needed to be properly defined

• There was no reference to commerciality or financial discipline

• A more succinct summary that Directors could easily remember would be helpful The Board APPROVED (unanimously) the Vision Statement and AGREED (unanimously) the following in relation to the “Company Strategy” document:

–  –  –

25. COMPETITION TRAINING Suzanne Rab joined the meeting.

Suzanne is a barrister at Serle Court Chambers. She has over 16 years of experience advising on EU law and competition law matters combining cartel regulation, commercial practices, IP exploitation, merger control, public procurement and State aid. Suzanne’s practice has a particular focus on the interface between competition law and economic regulation. She advises businesses, governments and regulators across the regulated sectors with a keen interest in the financial services sector. Suzanne has been advising the Payments Systems Regulator on the new regulatory framework for the sector, although of course today she is speaking in her own personal capacity.

Before transferring to the Bar Suzanne has had roles as a partner in an international law firm and director in the strategy and economics practice of PwC.

The Board received a presentation from Suzanne entitled “Competition Law and Payment Systems – An overview and an update”, based on Powerpoint slides that would be subsequently circulated for the benefit of those Board members not present. Suzanne’s talk addressed how competition law applied to CHAPS activities and what this meant for individual directors and relationships with regulators.

The following points were raised during the presentation:

• The unique position of CHAPS Co as a Payment System meant that it was important for it to be represented on the PSR Strategy Forum

• Pricing and access were key issues

• Central banks were excluded from the legislative provisions as they were not considered to be “undertakings” The Chair thanked Suzanne Rab for her very informative presentation and she left the meeting.

The Chief Legal & Regulatory Officer thanked the Board for its engagement and referred to the need to formalise the Company’s position in relation to competition.

The Board considered the draft Competition Policy and it was APPROVED (unanimously). The Board also APPROVED (unanimously) that competition training on an annual basis should be mandatory for Board members.

26. FINANCE & AUDIT

–  –  –

Terri Duhon highlighted the following points:

• The Management was to be congratulated in relation to two recent Internal Audit Reports, both of which were rated “B” (Incident Management & Onboarding)

• The Incident Management report had exceeded expectations and reflected the huge amount of work undertaken in this area since the 20th October 2014 RTGS incident

• It was important that action deadlines should not slip John Hagon left the meeting.

–  –  –

The Chair thanked Patricia Jackson for her contributions as a Board Director and as Chair of the Risk Committee and for her exit letter to the Board.

Patricia Jackson expressed gratitude to the Board for its support over the past two years and to Kevin Mullen and the Risk team for all their hard work.

–  –  –

Patricia Jackson commented that there had been a major focus on cyber issues

over the past 12-18 months and that the key matters were as follows:

• The importance of making use of the CiSP Portal for information sharing between CHAPS Co Participants

• The differences in approach to cyber by each Participant

• Some actions arising from the cyber plan had been delayed and progress needed to be made before the end of the year

• The communications strategy was not yet finalised and needed to include the development of a payments recovery policy in the event of wide scale misdirection of payments

• Multi-party “war games” involving the Bank of England, SWIFT and Participants, covering crisis management and communications strategies was timetabled for September 2015, this remained a priority but could be delayed

–  –  –

Risk Committee – 18th June 2015 The Board noted the following points arising from the Risk Committee meeting

held on 18th June 2015:

• Work does not appear to be prioritised correctly. As a result less important tasks appear to be undertaken before more important ones, leading to persistent rescheduling of audit related deadlines in some case.

• A combination of resourcing challenges and poor planning practices together contribute to a culture of moving deadlines as opposed to meeting them. This is not consistent with a culture of 'operational excellence

• A risk culture measure was being developed for inclusion in the Key Risk Indicators reported to Board

• It was very important that Risk Committee members kept their Board members fully briefed

• It might be appropriate for some Board members to join the Risk

–  –  –

Risk Framework & Appetite Statement Lesley Chalmers mentioned an issue relating to some wording used in the framework and the risk team had agreed to clarify the wording accordingly.

The Board APPROVED (unanimously) the Risk Framework and the Appetite Statement.

Aidan Pearson left the meeting.

–  –  –

The Chief Legal & Regulatory Officer asked the Board to refer any questions about PSR engagement, to her offline, in the interests of time.

–  –  –

The Chief Legal & Regulatory Officer provided an update as follows:

• The Rules & Discipline Working Group had been undertaking reviewing work and as a result the documentation was close to being finalised.

• Proposed next steps were:

o The GDC to review the final documentation at its meeting on 10th

–  –  –

A discussion followed and the following was AGREED (unanimously):

• The document setting out the substantive changes would be re-circulated to the GDC

• The GDC would decide whether Board endorsement should be sought via a teleconference in September or by extending the October Board meeting John Hagon re-joined the meeting.

Board Development Needs The Chair advised that there would be an MBTI training session before the October Board meeting, to be undertaken by Advanced Boardroom Excellence.

29. OPERATIONS

Neil Cornwell provided an update and the following points were noted:

• The 20th October 2014 ‘bug’ fix had been successfully implemented on 31st May 2015

• Extended Settlement Day: Bank was now seeking Technical & Operations Committee (TOC) input on an optimal go-live date in the summer of 2016

• Incident Reporting: a more rigorous process was implemented on 1st June and was working well

• MIRS: On-going discussions were taking place with the Bank on intraweek invocation/next day revocation

• Draft Technical Manual had been issued for review

• RT 2016 Roadmap: full details were awaited but commitment made to enable up to 4 new on-boarders. Bank and CHAPS Co will continue to work with the Participants to manage any potential clashes with their Internal Change programmes

30. APPOINTMENTS It was agreed that this item would be dealt with as part of the Non-Executive Directors’ session at the end of the meeting.

31. MATTERS ARISING FROM THE OFFLINE DISTRIBUTION

It was noted that the following had been ENDORSED by the Board:

–  –  –

32. CORE MESSAGES It was agreed that the following matters should be communicated within

Participant organisations:

• The work done in relation to the formulation of a CHAPS Co Strategy



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