Structure

The Board

The Payments Council has a Board.  This comprises 15 voting seats and a non-voting independent Chairman.  The first Chairman of the Payments Council is Brian Pomeroy. 

Independent Directors hold four of the voting seats on the Board.  Each independent Director is appointed for a term of three years, which can be extended only once by agreement of the Appointments Committee for a further three years.

Industry Directors hold 11 of the voting seats on the Board.  Only Full Members of the Payments Council are eligible for a seat on the Board. Each industry Director is appointed for a term of three years, which can be extended by agreement of the Board. 

Those Members of the Payments Council with over 5% of overall UK payment volumes will have a seat on the Board as of right.  At present there are 5 in this category.  Six other seats on the Board have been reserved for those with lower volumes - 3 seats for those with between 1% and 5% of UK payment volumes and 3 for those with less than 1%.  An election process will be put in place to facilitate the appointment of industry Directors from the Members of the two constituencies.

The Board is a unitary body and all directors will participate equally in any discussion or decision.  The Board will aim to make decisions by consensus where possible. If a vote is needed, then it requires 70% in favour or 11 votes out of 15.  Each seat on the Board has one vote. As an exception to the general rule, the four independent Directors can block a vote if they all vote together. 

General meetings 
The Payments Council will hold an AGM and other general meetings as required, which will be chaired by the independent Chairman.  All Full Members will have voting rights at general meetings determined by their qualifying UK payment volumes. No one Full Member will have more than 24.99% of the voting rights at a meeting.

Users forums 
The Payments Council has, as part of its remit to meet the user needs of payment systems, established three User Forums covering large corporate users, small and medium sized businesses and consumers. To ensure transparency and a balanced debate each of these User Forums is chaired by one of the Payments Council Independent Directors. The User Forums discuss, and consider key issues and developments and offer specialist advice to the Board on a variety of payment related topics. The User Forums played, for example, an extremely important part in the consultation process that helped to shape the National Payments Plan.

For more information about participating and joining a User Forum please contact membership@paymentscouncil.org.uk

Each of the User Forums is described below:

Full Members of the Payments Council are not eligible to join a User Forum.

Transparency
The Payments Council works in a way that is open and transparent.  The Board will consult on important issues such as proposals for innovation, any significant policy statements and any proposals to create or wind down payment systems in the UK.  The Board will consult with key stakeholders including UK payments schemes, members of the User Forums and other interest groups.  It will also consult publicly and may commission a cost benefit analysis where significant investment is contemplated.

Board minutes are published on the website including the details of votes.  The Payments Council will also publish an annual review including a specific report from the independent Directors.

Scheme Participation
The Payments Council works closely with a number of contracted schemes for the benefit of the UK payments industry.  These include BACS Payment Schemes Limited, CHAPS Clearing Company Limited, Cheque & Credit Clearing Company Limited, Cheque Guarantee Scheme, LINK ATM Scheme and Belfast Bankers' Clearing Company.

Each scheme has entered into a contract or other formal arrangement with the Payments Council to set out their respective rights and duties towards each other.  Under the contract, schemes are required to report to the Board.  The Board is also able to make decisions that are binding on scheme members in order to implement its strategy.  This is, however, subject to a right for both schemes and their members to apply for a formal waiver; and they will be fully consulted by the Council.

Waivers
The contracted schemes and their members, agency banks and all Full Members of the Payments Council are able to apply for a waiver from a decision of the Board that affects them.  The only exception to this is that those Full Members with more than 5% (by volume) cannot apply for a waiver for themselves.  The Board controls the waiver process, which will be open and transparent.