Transparency data

UK Export Finance Board Terms of Reference

Updated 29 August 2024

1. Role

The UK Export Finance Board (the Board) supports the Secretary of State and the Accounting Officer in their sustainable management of UK Export Finance (UKEF) through operational oversight, advice and challenge.

It is agreed with the Accounting Officer and Ministers that, while the final decision rests with the Accounting Officer, and where appropriate, the Secretary of State, the advice that the Board provides to the Accounting Officer will be given significant weight in such decision-making. It is expected that the Board will be actively consulted on all key matters and provided with sufficient information to advise the Accounting Officer.

Specifically, the Board will support and advise the Secretary of State and Accounting Officer on all matters of material importance to the department including but not limited to:

• Business, operational and strategic planning;
• business performance;
• issues of risk and associated assurance, including the risk appetite and risk management framework;
• transactions that may sit outside risk appetite or significantly increase concentration risk at an aggregate portfolio level;
• matters that have an impact on regularity, propriety, or value-for-money
• issues of control, compliance, assurance (including information assurance and project assurance) and governance;
• enterprise risk, including identification and management of strategic, operational, legal, and reputational risks;
• management of assets and resources, in particular:

– people (including organisational structure, culture, succession planning and making senior appointments); and

– finance (operating costs), information and IT;

• internal governance;

• values and standards;

• stakeholder management; and

• major organisational change, programmes and projects including new products.

It is not within the remit of the Board to review individual transactions unless escalated by the Accounting Officer or requested by the Chair, for example (but not limited to) because of potential reputational or legal risks to UKEF or risks outside of risk appetite limits.

The Board will seek advice from EGAC when needed.

It is anticipated that the Board will be consulted as early as feasible and practical to allow the Board’s view to be gathered and considered prior to any final decision or advice to Ministers.

2. Membership

The membership of 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 a meeting, the Board may ask any or all of those who attend but who are not members to withdraw, 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. The Chair

The Chair:

• Is appointed by the Secretary of State, following a process in keeping with the principles of public appointments;

• 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 this document;

• provides line of sight between the Board, its sub-committees, the Export Guarantees Advisory Council and the Secretary of State; and

• ensures that Board effectiveness reviews and NED appraisals are carried out annually, and implements action plans.

4. 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 on the Board is to:

• Bring all matters required for the Board to perform its duties described in paragraph 3 above

• Provide line of sight between the Board, the Executive Committee, and its sub-committees; and

• Inform the Board and Ministers of decisions made contrary to its advice.

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 Ministers prior to any recommendation, or if such submission has been already been made, as soon as possible thereafter [and copied to the Chair].

Where advice to Ministers is not considered by the Board (as it is outside of the Board’s remit/expertise) this will be noted in that advice.

5. 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 and expertise.

Non-executive directors are appointed by the Ministers for UKEF on the advice of the ex-officio member representing UKGI following an open and fair competition, in keeping with the principles of public appointments.

6. 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.

7. Ex-officio Non-Executive Board Members

Ex-officio members provide insight taking into account the views of their parent organisations where relevant to UKEF’s operations. They have full voting rights on the Board and are treated as other Non-Executive members.

Ex-officio members are appointed following nomination by the permanent heads of the parent departments.

The Chair of EGAC will be an Ex-officio Board Member of the Board.

8. Quorum

A quorum is the Chair, at least two non-executive and ex-officio directors, and two executive directors. In the absence of the Chair, there must be a further non-executive director present, and a nominated non-executive director acts as chair.

9. 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 Board records its deliberations and actions in minutes which are made public on UKEF’s website.

10. 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 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 UKGI; and

• 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 UKGI.

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.

11. Interaction with the Export Guarantees Advisory Council

UKEF benefits from the advice of the Export Guarantees Advisory Council within its terms of reference. To ensure the Board gets the full benefit of EGAC, the Chair of EGAC will be an ex-officio member of the Board.

At the Board meeting after each EGAC meeting, the Chair of EGAC will share a report. The Board may also request that EGAC look at specific matters in relation to their expertise.

Members of the Board are welcome to attend EGAC meetings (at the invitation of the EGAC Chair), and on occasion, EGAC members may be invited to share their expertise at Board meetings.

12. 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 Board has concerns with the decisions taken by the Accounting Officer, the Chair has the right of direct access to Ministers.

13. 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 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; and

• arranging induction for non-executive directors and ex-officio members

14. Board Effectiveness

The Chair appraises the performance of the non-executive directors annually.

The Board reviews its collective effectiveness annually which includes reviewing the matters considered by the Board. At least once every three years, the Board’s annual effectiveness review will be conducted by an external consultant with appropriate expertise.

15. 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 3.

These terms of reference are maintained by the secretariat.

September 2022