UK Export Finance Board terms of reference
Updated 1 July 2021
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This publication is available at https://www.gov.uk/government/publications/uk-export-finance-managment-board-terms-of-reference/uk-export-finance-board-terms-of-reference
1. Role
The UK Export Finance Board (the Board) supports the Accounting Officer in the management of UK Export Finance (UKEF) through operational oversight, by providing advice, challenge and assurance.
The role of the Board is to support and advise the Accounting Officer on all matters of material importance to the department including but not limited to:
- business and operational planning
- business performance
- issues of risk and associated assurance, including the risk appetite and risk management framework;
- issues of control, compliance, assurance (including information assurance and project assurance) and governance
- enterprise risk, including identification and management of strategic and operational risks
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management of assets and resources, in particular:
– people (including organisational structure, succession planning and making senior appointments)
– finance (operating costs), information and IT
- internal governance
- values and standards
- stakeholder management
- major organisational change, programmes and projects
2. Membership
The Board will have a majority of non-executive and ex-officio members.
The Board will comprise:
- a non-executive Chair appointed by the Secretary of State for International Trade
- the Accounting Officer, who is a permanent member
- non-executive directors (a minimum of three)
- executive directors (these currently being the Chief Risk Officer (CRO) and Chief Finance and Operating Officer (CFOO))
- ex-officio members representing the Department for International Trade’s Export and Investment Group; UK Government Investments; and the Export Guarantees Advisory Council
In advance of each meeting, the Secretariat will compile a list of attendees who are not members to clear with the Chair.
Although not a member of the Board, a representative of HM Treasury will normally attend meetings as a permanent observer.
During the course of a meeting, the Board may ask any or all of those who attend but who are not members to withdraw, so as to facilitate open and frank discussion of particular matters.
The Board may ask any other officials of the organisation to attend to assist it with its discussions on any particular matter.
3. Quorum
A quorum is the Chair, at least two independent directors (made up of at least one non-executive director and ex-officio directors), and two executive directors. In the absence of the Chair, there must be a further independent director present, and a nominated non-executive director acts as chair.
4. Meetings
The Board meets at least eight times per year, inclusive of a strategy day.
Papers for consideration by the Board may be circulated and approved by the Board via written procedure between scheduled committee meetings. Quorum is consistent with meetings.
The Chair determines the agenda of Board meetings.
The Accounting Officer provides to the Board such information as is required to enable it to fulfil the terms of reference.
The Board records its deliberations and actions in minutes which are made public on UKEF’s website.
5. Sub-committees of the Board
The Board operates three sub-committees, the members of which are solely non-executive directors or other independent representatives agreed by the Board:
- a Remuneration and Nominations Committee which considers and agrees proposals regarding the remuneration policy of the Department; reviews compliance with the HM Treasury policy on civil-service pay.; reviews the systems for identifying and developing leadership and high potential; and provides input on succession planning for the board and the senior leadership of the department
- an Audit Committee, which advises on financial reporting and issues of governance, internal control and associated assurance
- a Risk Committee, which advises on risk and associated assurance
The chairs of these sub-committees may seek additional information to inform advice to be provided on matters set out in the terms of reference of these sub- committees.
6. Ministers
Where the Board has concerns with the decisions taken by the Accounting Officer, the Chair has the right of direct access to Ministers.
7. Secretariat
The Secretariat supports the Chair and is provided by the Chief Executive’s Office. The Secretariat will circulate an agenda and papers that have been agreed by the Chair at least one week prior to each meeting of the Board, subject to constraints such as the availability of month-end data for reports to the Board.
8. Board Operating Framework
The Board Operating Framework sets out the modus operandi of the Board.
9. Board Effectiveness
The Chair appraises the performance of the non-executive directors annually.
The Board reviews its collective effectiveness annually. At least once every three years, the Board’s annual effectiveness review will be conducted by an external consultant with appropriate expertise.
10. Review
These terms of reference will be reviewed by the Board as required, and no less frequently than annually. Such review will include the list of matters on which the Board will provide advice as defined in paragraph 2.
These Terms of Reference are maintained by the Secretariat.