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1. Preamble

(a) The Bank Liaison Panel (the Bank Panel) has been set-up to establish an independent and transparent advisory council to the Business Banking Resolution Service (the Company), providing a two-way feed-back loop between the Company and Participating Institutions to encourage dialogue on, and an understanding of, key issues and changes to policy and practice that may be of relevance in the context of the operation of the Scheme.

(b) The Bank Panel has been set up in parallel to an SME Liaison Panel that is being established by the Company as contemplated within the UK Finance response to the Walker Review (where it is referred to as an SME Advisory Council).

(c) The independent Walker Review consisted of an evidence-based, comprehensive analysis of the scale and complexity of banking complaints from Small to Medium-sized Enterprises (SMEs). The findings of the Review were published by Simon Walker in October 2018. The Walker Review identified the need for better monitoring, information and dialogue to help rebuild the relationship between banks and SMEs.

(d) The Company, in the provision of the Scheme, is guided by and committed to the principles of: Independence, in both its structure and operations; fairness, in its processes and decision-making; transparency, in its reasons for decisions and actions; accessibility to its service; and accountability, of its actions to its stakeholders at all times.

(e) Capitalised terms used and not otherwise defined in these terms of reference will have the same meanings given to them in the Company’s articles of association (the “Articles”), unless the context otherwise requires.

2. Objectives

The Bank Panel has an advisory role and does not have decision-making responsibilities. The key objectives of the Bank Panel are, in relation to the Scheme and in no particular order of importance, to:

(a) consider emerging trends, issues and areas of concern regarding access to finance and the treatment of SMEs;

(b) make recommendations to the Company on identified issues (including thematic issues) and areas of concern to address potential issues and challenges early and effectively and with a view to providing appropriate support to SMEs;

(c) ensure that there is an on-going dialogue between the Company, Participating Institutions and other stakeholders;

(d) provide on-going independent assessment of how identified issues and concerns are being addressed;

(e) provide a two-way feedback loop between the Participating Institutions and the Company to encourage dialogue on, and an understanding of, key issues and changes to policy and practice that may be of relevance in the context of the operation of the Scheme, including with a view to improving customer service and meeting the needs of stakeholders;

(f) facilitate learning from previous significant complaints to inform the handling of future complaints.

3. Constitution of the Bank Panel

3.1 Membership

(a) Each Participating Institution may nominate, by notice in writing to the Secretary, one individual with the requisite skills and experience to sit as its representative member on the Bank Panel (each a Representative Member). The Board will approve the appointment of any nominee Representative Member, unless it reasonably considers that the nominee may not have the necessary expertise to contribute to the overall objectives of the Bank Panel, in which case, the Board will reasonably consult with the relevant Participating Institution on a suitable alternative.

(b) The Board will reserve the ability to remove any Representative Member either at the request of its Participating Institution or if the Board considers that such Representative Member is not constructively contributing to the objectives of the Bank Panel, provided that there has been reasonable prior consultation with the relevant Participating Institution and reasonable opportunity for the situation to be remedied.

(c) A Representative Member will automatically cease to be a member of the Bank Panel on the same date its Participating Institution ceases to be a member of the Scheme.

(d) Each Participating Institution reserves the right to remove and nominate a replacement of its Representative Member. In which case, the same process for approval as noted in sub-sections 3.1 (a), above, will apply in respect of the replacement.

(e) The Bank Panel membership will comprise only of the Representative Members and the Panel Chair (see paragraph 3.2, below, for more details on the Panel Chair).

(f) The Bank Panel will be dissolved at the point of any winding-up of the Scheme or as otherwise agreed by the Board on mutual agreement with the Bank Appointed Member.

3.2 The Panel Chair

(a) The Board will, further to reasonable prior consultation with the Representative Members, appoint the chair of the Bank Panel (the Panel Chair) who will be selected from amongst the Independent Directors.

(b) The Panel Chair’s term of office will last for three years, subject to the Board’s ability to remove and replace the Panel Chair at any time during the Panel Chair’s term. In which case, the same process for appointment as noted in sub-section 3.2(a), above will apply.

(c) The Panel Chair is responsible for:

  • leadership of the Bank Panel and ensuring its overall effectiveness in relation to its objectives;
  • facilitating constructive and effective engagement between the Company and the Representative Members;
  • engaging with the Board and the Representative Members from time to time (and at least annually) to understand their views on the governance and performance of the Bank Panel;
  • reporting the findings, recommendations and actions of the Bank Panel to the Board and the Bank Appointed Member;
  • communicating directly with the Chief Executive Officer, the Chief Adjudication Officer and/or the Chairperson;
  • working with the Secretary to ensure that the Representative Members receive notices of meetings, the proposed agenda and all relevant background information in a timely fashion; and
  • compiling, each year, an anonymised summary report on the activities of the Bank Panel which will be included in the annual report and accounts of the Company.

(d) In addition to the above, the Panel Chair will also endeavour to achieve consensus, where relevant and appropriate, between Representative Members on key issues under discussion – ensuring consistency, as appropriate, to the objectives of the Bank Panel. Dissenting opinions and material perspectives will be reflected in the minutes of the meeting.

3.3 Company Secretary

(a) The company secretary of the Company will act as the secretary of the Bank Panel (the Secretary) and will ensure each Representative Member receives notice of a Bank Panel meeting (confirming the venue, time and date), the agenda for such meeting and all relevant information, including explanatory and/or background papers in a timely manner to enable full and proper consideration to be given to the issues or matters to be discussed at the meeting.

(b) Unless otherwise agreed with a Representative Member, the Secretary will provide such information, no later than 15 business days before the date of the meeting, to each Representative Member and any other person required to attend to the email (or other address) notified in writing by the Representative Member to the Secretary for this purpose.

(c) The Secretary will minute the proceedings and decisions of all Bank Panel meetings, including recording the names of those present and in attendance. Draft minutes of Bank Panel meetings will be circulated to all Representative Members not more than 15 business days after the meeting and once approved by the Panel Chair, minutes should be circulated to the Representative Members and the Board.

4 Functioning of the Bank Panel

4.1 Meetings

(a) Unless otherwise agreed between the Company and each of the Representative Members, the Bank Panel will meet at least twice a year (at half-yearly intervals).

(b) Additional Bank Panel meetings, including joint meetings with the corresponding SME Liaison Panel, may take place if a majority of the Representative Members believe these are required and/or the Board, acting reasonably, deem this necessary.

(c) The Executive Directors will be responsible for setting the specific agenda for Bank Panel meetings in consultation with the Panel Chair (and including on consultation with the chair of the SME Liaison Panel for any joint meetings). The agenda will, as and where appropriate, include the items noted on the form of ‘standing agenda’ included in the appendix to these Terms of Reference.

(d) Representative Members may request additional agenda items by prior written notice to the Panel Chair. The Panel Chair will accommodate such additional items where practicable and having regard to the overall objectives of the Bank Panel and the specific purpose of that particular Bank Panel Meeting.

4.2 Attendance

(a) A Representative Member may, with reasonable prior notice to the Panel Chair, appoint an alternate who has the requisite skill and experience to attend the meeting in their place. Written input will also be permitted in the case of any Representative Members being unable to attend or be represented by an alternate for individual meetings.

(b) The Panel Chair will attend all Bank Panel meetings. If the Panel Chair cannot attend their alternate is one of the other Independent Directors unless each of the Representative Members agree otherwise.

(c) A Representative Member (or their alternate) may, subject to prior consultation with the Panel Chair, invite a subject matter expert from its Participating Institution to join them to attend all or some of a Bank Panel meeting in an observer capacity, where they consider that the attendance and/or contribution of the subject matter expert is reasonably necessary or desirable to assist the Representative Member in addressing specific matters to be included in the business for that Bank Panel meeting.

(d) Virtual attendance at Bank Panel meetings will be permissible if all persons participating in the meeting are able to hear and speak to each other throughout the meeting (and the Company will take all reasonable steps to ensure that appropriate means are made available to enable attendance at meetings of the Bank Panel as an alternative to being physically present).

(e) UK Finance, the Chief Adjudicator and the Bank Experienced Director will have a standing invitation to attend Bank Panel meetings in an observer capacity.

(f) The Panel Chair may:

  • invite or request one or more of the Executive Directors of the Company to attend a Bank Panel meeting; and/or
  • where it considers that the attendance and/or contribution of the relevant person is reasonably necessary or desirable for the purpose of addressing specific matters to be included in the business of the relevant meeting, invite or request certain representatives of HMT, the FCA, the FOS, BEIS and/or such other relevant stakeholders to attend some or all of a Bank Panel meeting,

in both cases, attendees will be present in an observer capacity and the Panel Chair will give notice of any such attendance to the Representative Members, at least 10 business days, prior to the Bank Panel meeting.

(g) Attendance in an observer capacity confers no authority beyond a right to observe only with the Panel Chair’s invitation of attendance and contribute to the discussion with the approval of the Panel Chair.

(h) If requested in writing to the Panel Chair by a majority of the Representative Members, one or more of the Executive Directors will attend a Bank Panel meeting.

5 Quorum

The quorum necessary for a Bank Panel meeting to proceed will be the Panel Chair and a majority of the Representative Members (or, in both cases, their alternates).

6 Authority

The Bank Panel (or any individual Representative Member) will not have any authority over the Board or the Company itself.

7 Other matters

The Board, liaising with the Panel Chair, will:

(a) ensure that a periodic evaluation of the Bank Panel’s performance is carried out; and

(b) at least annually, review these terms of reference to ensure that the Bank Panel is operating at maximum effectiveness [and consult with the Representative Members, collectively, on any changes it considers necessary].

Appendix – Standing Agenda

These are suggested agenda items based on the objectives of the Bank Panel. The Executive Directors and the Panel Chair will consider whether it is appropriate to include all of these agenda items and/or additional items for any Bank Panel meeting. All Representative Members will have the opportunity to request additional agenda items.

MEETING AGENDA

1 Emerging trends, issues and areas of concerns regarding access to finance and the treatment of SMEs

2 Thematic Issues: update and recommendations

3 Key changes to policy and practice

4 Key learnings from previous, significant, complaints

5 AOB