UK Export Finance Board Operating Framework
Updated 29 August 2024
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1. Introduction
This document is the Board Operating Framework by which the UK Export Finance (UKEF) Board (the Board) carries out its role as set out in its terms of reference.
2. Membership
The membership of the Board will have a majority being non-executive and ex-officio members.
The members of the Board are:
- a non-executive Chair
- 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 (DIT), UK Government Investments (UKGI), and the Export Guarantees Advisory Council appointed by the Minister for Exports
Representatives of HM Treasury attend, but are not members of, the Board.
2.1 The Chair
The Chair:
- is appointed by the Secretary of State, on the advice of the Accounting Officer and the ex-officio member representing UKGI, in keeping with the Office of the Commissioner for Public Appointments (OCPA) guidelines for ministerial appointments to public bodies
- sets the Board’s strategic agenda each financial year in consultation with the Accounting Officer and decides the agendas of its meetings
- ensures the Board provides advice on those topics set out in its terms of reference
- provides line of sight between the Board, its sub-committees and the Export Guarantees Advisory Council
- ensures that board effectiveness reviews are carried out annually and implements action plans
2.2 The Accounting Officer
The Accounting Officer is responsible for UKEF’s operations and for ensuring the resources authorised by Parliament are used for the purpose intended and is accountable for the propriety and regularity of UKEF expenditure.
The role of the Accounting Officer is to:
- provide to the Board such information as is required to enable it to fulfil the terms of reference
- inform the Board of issues relating to the management of UKEF, including any matters which may impact on the department’s leadership, capability and reputation
- inform the Board of any matters that threaten the regularity, propriety or value-for-money
- provide line of sight between the Board, the Executive Committee and its sub-committees
- inform the Board of decisions made contrary to its advice
2.3 Non-executive directors
The role of non-executive directors is to bring an external, independent, perspective to challenge UKEF’s operations based on public and private sector knowledge of and expertise in, amongst other things:
- trade/export finance
- financial and credit risk management
- accounting and audit
Non-executive directors are appointed by the Minister of State for Trade and Export Promotion on the advice of the Chair and the ex-officio member representing UKGI, in keeping with the OCPA guidelines.
2.4 Executive directors
The role of the executive directors is to provide insight and detailed information on the areas of UKEF’s business for which they are responsible.
2.5 Ex-officio members
Ex-officio members provide views of their parent departments where relevant to UKEF’s operations.
Ex-officio members are appointed by the Minister of State for Export Promotion, following nomination by the permanent heads of the parent departments in consultation with Accounting Officer and the Chair.
3. Board agenda
The Chair determines the agenda of Board meetings.
In advance of each financial year the Chair produces a strategic agenda in consultation with the Accounting Officer to inform the issues to be considered by the Board throughout the year, including standing items.
4. Ways of working
The Board:
- meets at least 8 times per year, including one strategy day
- handles information on a confidential basis and does not pass it to third parties without the permission of the Accounting Officer
- records its deliberations and actions in minutes which are made public on UKEF’s website
5. Secretariat
The Secretariat is provided by UKEF’s Chief Executive’s Office.
The Secretariat supports the Chair to ensure the smooth running of the Board and is responsible for:
- assisting the production of the annual strategic agenda and agendas for each board meeting
- facilitating the supply of information flows to the Board and its committees
- challenging and ensuring the quality of Board papers and other information provided
- ensuring board papers are received by Board members according to agreed timetables
- advising and assisting the Board in following due process and providing advice and support on governance matters
- drafting minutes and recording board decisions and ensuring actions are followed up
- arranging induction for non-executive directors and ex-officio members
6. Board sub-committees
The Board operates three sub-committees:
- a Remuneration and Nominations Committee, which advises on remuneration of Senior Civil Servants including the Accounting Officer and liaises with Ministers and the DIT Permanent Secretary to inform the performance appraisal and remuneration of the Accounting Officer. The Board will determine annually the levels at which appointments fall within the remit of the Remuneration Committee for advice. The Remuneration and Nominations Committee also 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. The membership is solely non- executive directors and is chaired by the Chair of the Board
- an Audit Committee, which advises on financial reporting and issues of internal control, governance and associated assurance. The membership is solely non-executive directors and ex-officio members. The chair is appointed by the Chair of the Board following consultation with the Accounting Officer
- a Risk Committee, which advises on risk and associated assurance. The membership is solely non-executive directors and ex-officio members. The chair is appointed by the Chair of the Board following consultation with the Accounting Officer
The chairs of these sub-committees may seek advice and additional information to inform advice relating to matters set out in the terms of reference of these sub-committees.
7. Access to Ministers and DIT Permanent Secretary
The Chair will aim to meet with Ministers and the DIT Permanent Secretary from time-to-time, accompanied where appropriate by the Accounting Officer.
The Chair will provide an update to the Board following meetings with Ministers and the DIT Permanent Secretary.
Where the Accounting Officer has taken a course of action which does not follow the advice of the Board on any matter of material importance, this will be noted in a submission to the Minister. The Chair also has the right of direct access to the Secretary of State for International Trade.
8. Register of interests
A register of interest of the non-executive directors is maintained by the Secretariat and made public on UKEF’s website.
Non-executive directors must withdraw from discussing subjects in which they have any interest which may, or may be perceived to, influence their judgement.
9. Probity
All Board members should uphold the Nolan Committee’s Seven Principles of Public Life (Annex A). The Accounting Officer, executive directors and ex-officio members are, as Civil Servants, subject to the Civil Service Code, including the principles of integrity, honesty, objectivity and impartiality.
10. Board effectiveness
The Chair appraises 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.
11. Induction and training
An induction programme is arranged for new non-executive directors and ex- officio members following their appointment, including introductory meetings with members of UKEF staff and the provision of key organisational documents and governance information.
12. Review of the Board Operating Framework
The Board Operating Framework may be reviewed at any time with agreement of the Board but at least annually and in conjunction with any updates to the Board terms of reference.