LINK Scheme Public Redacted copy Network Members Council Minutes of a Meeting of the Network Members Council Held at Level 33, 25 Canada Square, Canary Wharf, London, E14 5LB, in the Toronto and Montreal Rooms 26th January 2017 Present: Dr Ken Andrew Independent Chairman Sarah Comley American Express Phil Briley Bank of Ireland Tim Allen Barclays Bank Alastair Mayne Cardtronics UK Justin Latter Change Group Sue Bentley Clydesdale Clare Hodgson Coventry Building Society Helene Soulages Handelsbanken David Thrift HSBC Bank James Frost Lloyds Banking Group Alan Chambers Moneycorp Scott Manson Nationwide Building Society Garth Graham Northern Bank Nigel Constable NoteMachine Tim Watkin-Rees PayPoint Beth Williams Raphaels Adam Bailey Royal Bank of Scotland Iain Gibson Sainsbury's Bank Martin Bischoff Santander Douglas Gowan Tesco Jenny Campbell YourCash In Attendance: John Howells LINK Sue Wallace LINK Alex Leckenby LINK Graham Mott LINK Mary Buffee LINK Suzanne Davidson LINK Mandy Myers LINK 1. APOLOGIES FOR ABSENCE Michael Coffey (AIB), Mick Willets (Citibank), Shell Tyson (Co-Operative Bank), Lyndsay James (Cumberland Building Society), Tim Wilder (DC Payments UK), Gerry Langdale (G4S), Simon Watts (Metro Bank), Duncan Letham (Travelex), Judy Rose (Triodos), Martin Southgate (TSB), Dave Walker (Virgin Money) and David Judson (Yorkshire Building Society). 26th January 2017 1 LINK Scheme Public Redacted copy Network Members Council The Scheme Executive confirmed that they were placing votes received on behalf of Michael Coffey (AIB), Lindsay James (Cumberland Building Society), Martin Southgate (TSB). Shell Tyson (Co-Operative Bank), Tim Wilder (DC Payments UK), Simon Watts (Metro Bank). Judy Rose (Triodos), Dave Walker (Virgin Money), David Judson (YBS). 2. CONFLICT OF INTEREST Members are reminded that PSR General Direction 5 requires that LINK’s NMC takes all reasonable steps to ensure that any person acting as a Network Member Council Representative must not be appointed to, retain the position of, or act as a Director of VocaLink. Network Members are therefore requested to declare any potential conflicts in this regard prior to discussion of subsequent items on the Agenda. There were no conflicts of interest declared. 3. MINUTES OF THE PREVIOUS MEETING The minutes of the NMC meeting held on 8th December had already been approved by e-mail. 4. MATTERS ARISING FROM THE MINUTES All matters were completed or in progress. 5. MINUTES AND COMMITTEE REPORTS There were no matters arising from the minutes. 6. CEO’S UPDATE AND REPORT John Howells (LINK) reminded Members that the meeting is minuted in line with the NMC Minutes Policy. Members were also reminded of their confidentiality obligations as set out in the Switching and Settlement and Members Agreement. John noted that a large number of Members had asked him to state that the priority for the discussion on interchange should be on reaching a conclusion that supported the needs of consumers. John confirmed that this was the priority for the LINK Scheme. John noted that Redacted on commercial grounds has requested an extension to its notice period following technical difficulties in moving its LINK traffic to another international card scheme. This has been agreed to by the LINK Scheme Executive. John also drew Member’s attention to the CMA Phase 1 investigation into the merger of VocaLink and MasterCard. Link Scheme Ltd has agreed to a number of potential remedies with VocaLink and MasterCard to address concerns raised by the Phase 1 investigation. These will all be subject to NMC approval at the 80% level and will be brought before Members before a deadline which VocaLink has said is Friday 3rd March. The remedies that will be proposed to NMC are: Redacted on commercial grounds 26th January 2017 2 LINK Scheme Public Redacted copy Network Members Council These are supported by the Board of Link Scheme Ltd. The NMC is likely to be asked to approve these changes towards the end of February. 7. APPROACH TO THE INDEPENDENT ECONOMIC REVIEW OF INTERCHANGE The Independent Chairman explained that a late paper had been proposed by Barclays which therefore required a vote for it to be admitted into the meeting. Tim Allen (Barclays) was asked to explain why the paper should be admitted. Tim explained that there are many differing views amongst the membership and serious risks to the future of the Scheme. Barclays believes that in the UK we have a highly successful domestic network in LINK, which if it fails, will lead to less innovation, and will make consumer’s access to free cash more difficult. Barclays do not want LINK to fail and so therefore it is important to admit this paper as it sets out a process that will support a sustainable way forward being achieved. As there were no questions from Members, the Independent Chairman asked Members to vote using a show of hands to admit the Barclays paper into the meeting. The motion was then put to the vote. NMC agrees to admit the Barclays paper into the meeting. For: 25. Against: 1 (Cumberland BS). Abstentions: 1 (Northern Bank). This paper was admitted. Tim then summarised the Barclays paper. The Independent Chairman asked Members to comment. Adam Bailey (RBS) stated that RBS welcomed the Barclays proposal. He added that it was important to have effective competition law advice on the proposal. John Howells (LINK) confirmed that, should the motions be passed, the LINK Scheme Executive would immediately obtain advice from A&O to ensure that all LINK Members could understand the competition law position. James Frost (Lloyds) stated that Lloyds supported the idea in principle but asked for confirmation that any recommendations would come back to NMC for approval in the normal manner. Tim confirmed that this would be the case. James then stated that Lloyds did not support the timescales in Motion 2 and that it needed to be faster. Tim explained that the six months proposed is at the latest end point, and that earlier resolution was desirable and possible. Clare Hodgson (Coventry Building Society) added that regular feedback to NMC should be provided and not left until the end of the process. John Howells agreed that 26th January 2017 3 LINK Scheme Public Redacted copy Network Members Council the LINK Scheme Executive would request updates from the Working Group, if approved, for every NMC meeting. Alastair Mayne (Cardtronics) noted that he had advocated a similar proposal in the past, that Lloyds had not then been in favour of it, and that some other Members had also not been supportive of. He asked Tim Allen what had changed. Tim explained that the supplementary papers submitted to NMC for this meeting had revealed significant divergent views within the membership. Given the risk to the Scheme, Barclays felt it was now necessary to proposed the Working Group. Alastair asked for clarity on the intention on seniority of Working Group members. Tim said that the intention was that all would be direct reports of a retail bank CEO, or with delegated authority from such an individual. Alastair said that it was important to get policy input up-front on policy objectives, as this was necessary to understand what was required to be achieved. Therefore, the Treasury and the PSR should be invited to attend the Working Group. Alastair also noted that the timescales proposed did not fit with the deadline of 3rd March with regards to the CMA’s assessment of the merger of VocaLink and MasterCard. He added that it is not possible to resolve the matter of value creation for VocaLink’s shareholders, and not address income certainty for Members at the same time. The timeline therefore needs to be accelerated to align the various activities and to reach an early resolution, rather than maintaining the uncertainty for consumes and Members. If this could not be addressed, then Cardtronics would in principle not support the Motions, although it would participate should they be passed in any case. Tim said that first and foremost objective Members must address is the sustainability of LINK and how it provides the right level of access to cash for consumers. The Independent Chairman noted that the matter of the Treasury and the PSR being involved could be addressed at the first meeting of the Working Group. Tim agreed. Tim Watkin-Rees (PayPoint) noted that the smaller Issuers and Acquirers are important to LINK, but that it is recognised that it is important to get the large players involved. However, the conclusions of the Working Group must be non-discriminatory for the smaller Issuers and Acquirers. Alastair noted that the proposals in the Lloyds paper are very damaging for ATMs in the UK and, if that remains Lloyds’ intent from the Working Group, then the approach is not viable. Martin Bischoff (Santander) stated that Santander supports the Barclays paper, as there is a clear disparity in views between some Members. He added that Santander supports the LINK Scheme, given the essential need to provide consumer cash access, and that the timeline does need to be perhaps accelerated. 26th January 2017 4 LINK Scheme Public Redacted copy Network Members Council Nigel Constable (NoteMachine) stated that NoteMachine broadly support the Barclays paper, but agreed with Cardtronics on the matter of the timing of the VocaLink deal, which needs addressing as otherwise it leads to being tied into a contract with no revenue-based agreement. He added that Lloyds’ proposals seemed designed to undermine cash access for consumer in the UK. James Frost strongly refuted the statement that Lloyds is trying to undermine consumer cash access and stated that Lloyds’ intention is strongly support consumers. He added that Lloyds can see no need for acquirers to request an Interchange plus surcharging model.