LINK Scheme Public - Redacted Copy Network Members Council Minutes of a Meeting of the Network Members Council Held at Cedar Court Hotel, Park Parade, Harrogate, HG1 5AH at 11.00 on Thursday 18th June 2015 Present: Dr Ken Andrew Independent Chairman Sarah Comley American Express Adrian Roberts Bank of Ireland Tim Allen Barclays Jonathan Simpson-Dent Cardtronics UK Craig Dye Co-operative Bank Lyndsay James Cumberland Building Society Bill Hoyne G4S Cash Solutions Glyn Warren HSBC Bank Mike Bullough Lloyds Bank Sue Bentley National Australia Group Anne Dalgleish Nationwide Building Society Kevin McMullan Northern Bank Nigel Constable NoteMachine Tim Watkin-Rees PayPoint Adam Bailey Royal Bank of Scotland Iain Gibson Sainsbury's Bank Helen Matthews Santander Anne Robertson Tesco Personal Finance Mark Akers TSB Bank Janice Aitken Yorkshire Building Society Jenny Campbell YourCash In Attendance: John Howells LINK Sue Wallace LINK Alex Leckenby LINK Graham Mott LINK Mary Buffee LINK Mandy Mahon LINK Deborah Thackwray LINK Sarah Chalmers LINK Katie Hinchley LINK Natalie Dix LINK Mike Newhouse LINK In Attendance for Item 7 only: Alistair Darling Giles Peel DAC Beachcroft LLP In Attendance for Item 9 only: Simon Walker KPMG Michelle Plevey KPMG 1. APOLOGIES FOR ABSENCE Michael Coffey (AIB Group), Billy McCall (Airdrie Savings Bank), Paul Meehan (Change Group ATMs), Mick Willets (Citibank Savings), Neil Lover (Coventry Building Society), Gordon Rennison (Creation), Jean-Luc Dubois (Credit Mutuel), Tim Wilder (DC Payments UK), Nigel Emery (Metro Bank), Alan Chambers (Moneycorp), Beth Williams (Raphaels), Grant Wells (Travelex), and Dave Walker (Virgin Money). 18th June 2015 1 LINK Scheme Public - Redacted Copy Network Members Council The Independent Chairman welcomed to their first meeting of the NMC: Lyndsay James (Cumberland Building Society), Kevin McMullan (Northern Bank), and Mike Newhouse (LINK Scheme). It was also noted that Members of the LINK Scheme Executive are placing vote instructions received from some Members who have sent apologies. These are from AIB, Coventry Building Society, Moneycorp, Raphaels Bank Virgin Money and Travelex. 2. MINUTES OF THE PREVIOUS MEETING The minutes of the NMC meeting held on 28th May 2015 had already been approved by the NMC by e-mail in line with the revised approach to meet the PSR’s timescales for publication. 3. MATTERS ARISING FROM THE MINUTES Sue Wallace (LINK) confirmed that the question of where the revision would be included in the NMA was in progress and is likely to go into the Rate Card but this is still to be confirmed. There were no other matters arising 4. MINUTES AND COMMITTEE REPORTS Jonathan Simpson-Dent (Cardtronics) mentioned two queries in the Consumer Committee minutes from 5th March and 4th June but explained that these would be covered under Item 11. 5. CEO’S UPDATE AND REPORT John Howells (LINK) reported that, despite the heavy change agenda underway, operational integrity remains a critical priority and the subject of weekly reviews with the VocaLink Senior Executive responsible for LINK, Ian Gausden. Operational performance continues to be high. The CEO’s report was noted. A matter relating to membership is redacted on commercial grounds. The Risk Register was noted, including the fact that the Red items all relate to competitive risks, underlying the need for the Independent Governance Review currently underway. 6. GENERAL PROPOSALS 6.1 ANNUAL REVIEW OF LIABILITY MANAGER FOR APPROVAL This paper is for information only and there were no questions from Members. 6.2 TERMINATION OF AGREEMENT WITH PAYMENTS COUNCIL As there were no questions from Members the Independent Chairman asked the Members to vote using a show of hands. The motion was then put to the vote. 6.2.1 NMC agrees to terminate its agreement with the Payments Council with immediate effect. For: 31. Against: 0. Abstentions: 1 (Cardtronics). This motion was carried. 18th June 2015 2 LINK Scheme Public - Redacted Copy Network Members Council 6.3 IIN AUTHORISATION This paper is for information only. 7. INDEPENDENT GOVERNANCE REVIEW PROPOSALS The Independent Chairman introduced Alistair Darling and Giles Peel. Alistair Darling gave a brief explanation of the approach that the Panel has taken and pointed out that the paper is still in draft form. The hope is that, by September, the Panel will have reached a recommendation for the governance of the Scheme that will be supported by the NMC and that is acceptable to the regulators. Feedback from all Members is welcomed to help the Panel finalise its recommendations and he hoped that the NMC could provide focused thoughts. Giles Peel reported that the draft report is consistent with the views received via the questionnaire and with conversations with other stakeholders, including regulators. This has included interviews with the other interbank Schemes and it is noteworthy that, whilst they are not undertaking a similar review at this time, they do face a similar issue in terms of how a move to a much larger membership can be supported by appropriate governance, and what the role of members versus a company should be. The suggestion is for the NMC to change but to maintain three levels of influence. Firstly, Members would be shareholders or guarantors depending on the choice of company type. Secondly, Members could put up candidates as directors for consideration by an independent body. Thirdly, there would be standard board committees and advisory committees with Member representation. Going forward, there are ongoing discussions planned with the Bank of England and the Treasury to explore governance and how this can mitigate any risks of LINK failure. There are also developing recommendations in other areas including innovation, and consumer representation. As the work progresses, the Panel will also develop recommendations on a transition plan and risk matrix. In the discussion that followed, a number of suggestions and questions were raised. This included debate on the size, the extent of Member representation on the proposed board, and the balance between Members, executive and independents. There were also points raised regarding how to develop the approach to interchange and its governance, and how interchange is a key issue to get right if the Scheme is to be sustained. A number of Members raised the problem of how anyone from their organisation (no matter how senior) would be able to act in the interest of the Scheme where a vote (for example, on interchange) would be detrimental to their organisation. The Independent Chairman asked the banks to confirm that in respect of interchange this was totally different to other bank schemes such as BACS and Faster Payments since some Members gained and others lost as a result of the interchange agreed. It was agreed that this was the case. Giles Peel noted that it was a legal requirement for directors on company boards to act in the interests of the company. Alistair Darling commented that the Review was to look at Governance and that was why a separate enquiry to look at the economics of interchange is being proposed as part of the draft report. There were also comments about innovation and the importance of not forcing Members to have to take part in innovation. Giles Peel thanked the meeting and said that further feedback would be welcomed from Members going forward and that this should be provided as soon as possible. 18th June 2015 3 LINK Scheme Public - Redacted Copy Network Members Council The Independent Chairman thanked both Alistair Darling and Giles Peel for their presentation who both then left the meeting. There was then an NMC discussion on how to respond to the draft report. The report was welcomed as being in the right direction by NMC and with many sensible suggestions, although quite radical in some areas and with the potential for unintended consequences. It was also noted that the complexities of the market meant that care would be needed to develop the recommendations so as not to inadvertently introduce risks and costs into the Scheme that could lead to its failure through becoming competitively unattractive to Members, and how the Panel would need support in resolving these complexities from experts in the details of the market. This challenge was noted in a number of areas including the development and governance of interchange, the powers of the membership organisation versus the board, and the costs of responding to changes that new governance could bring in areas such as regulation. It was agreed to form a Governance Member Working Group as soon as possible to develop a more detailed response to each of the recommendations that could then be fed back to Beachcroft and support their thinking. This Group will be formed from the Members who sit on the Incorporation Subcommittee of Link Scheme Ltd and potentially others. The Independent Chairman will write to Lord Hunt outlining this feedback after today’s meeting and organise the first session of the Governance Member Working Group for as soon as possible.. ACTION: INDEPENDENT CHAIRMAN. 8. UPDATE ON COMMERCIAL PROGRESS AND FUNDING APPROVALS John Howells (LINK) introduced the paper. In the following discussion, NMC asked for other NMC Representatives to be offered the chance to participate and it was agreed that an invitation would be sent out. ACTION: SUE WALLACE (LINK). As there were no questions from Members the Independent Chairman asked the Members to vote using a show of hands. The motion was then put to the vote. The vote is redacted on commercial grounds. John then outlined the work on migration to separate out the Scheme from VocaLink. This is being progressed without detailed reference to NMC on the basis that, whilst the final funding will need NMC approval, the operational detail should be left the project team, with support from Link Scheme Ltd.