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LBMA Board Effectiveness Review Executive Summary: 2025

Overview:

In 2016, LBMA introduced a revised governance structure, transitioning from the former Management Committee to a formal Board, with the addition of Independent Non-Executive Directors, including an Independent Chair. Since then, LBMA has undertaken two independent Board Effectiveness Reviews (in 2018 and 2021), both of which were published. In 2025, the Board commissioned Jo Danton to conduct the latest review in line with best governance practice. Jo brings significant experience in financial services, governance and public policy, having previously served as COO of the Bank of England. Her review was informed by survey responses and interviews, including with all Board members, as well as direct observation of a Board meeting. The Review focuses on Board composition, decision-making and oversight, the roles of sub-committees (particularly RemCo) and stakeholder engagement.

Observations taken from the 2025 independent Board Effectiveness Review conducted by Jo Danton:

Review Material

The responses to the questionnaire showed that Board members felt that the overall Governance was effective. In particular, Finance and Risk were both seen to be very well managed at the Board, and the Chair was effective in his role. The papers for the Board are very thorough and include a CEO update showing progress against the annual plan. Additional papers are presented for information, and each Board meeting has a forward planner. Furthermore, the administration around Board meetings is effective and there is adequate communication between meetings when necessary.

In general, members felt that the size and composition of the Board was appropriate, with the right balance between different players in the market, Independent Directors and the Executive. It was recognised that the introduction of Independent Directors had been very effective and that the Board had become increasingly professionalised under the current Chair. It was also recognised that the sub-committee structure allowed more detailed discussions outside the Board, as well as involving the wider Membership. However, there were mixed views from Board members as to whether they felt sufficiently briefed on the work of the sub-committees, with one member suggesting that each sub-committee Chair might present a one-page summary of each meeting to the Board.

In terms of Board discussion, all Directors recognised the importance of challenge in their role, though inevitably some voices are quieter than others in the Board. In conversations, a minority of members commented that the Board papers could sometimes be ‘too rosy’, which could make it difficult to bring in their expertise or a different perspective. However, in observing a meeting, there was a good dynamic and constructive challenge, which was welcomed by the Executive. There were mixed views on the length of meetings. Some felt it was about right and that the Chair cut discussions at an appropriate time. Others felt discussion could be left to carry on (and offered that they would welcome longer Board meetings). At the meeting I observed, the discussion was allowed to flow appropriately, and the meeting was kept to time.

RemCo

The Terms of Reference for RemCo are quite detailed in that the Committee has responsibilities around HR policies, appraisal policies and benefits. The Committee also oversees the salaries of junior staff. It does have a responsibility for succession planning, and this has recently been strengthened to discuss a ‘grid’ allowing RemCo to see the immediate and short-term plan for succession and thereby understand key person risk as well as bench strength. This is a positive development. RemCo doesn’t discuss the performance of the CEO in detail but does so on an annual basis in order to agree the bonus to be awarded. It is understood that some elected members of the Board are prohibited by their companies from involvement in compensation discussions and therefore this is a RemCo rather than a Board responsibility.

Stakeholder Engagement

One member felt that the Board could see more of the Communications strategy in order to assess how effective the stakeholder engagement was and how it was measured. However, in general, members felt that this area was a strength and recognised improvements of late, noting increased transparency with Member surveys, an ‘open house’ and regular virtual town halls. It was also noted that there has been a strengthening of the overall PR and Communications strategy, which was welcomed.

All Board members felt that they fully understood their role on the Board, i.e. not to represent their firm but rather represent the wider market. However, it was recognised that this can sometimes be difficult (i.e. elected members may not wish to discuss certain issues with their competitors in order to seek a market-wide view).

Strategic Planning

It was noted that the Board has a regular Strategy discussion which primarily discusses some of the big initiatives facing LBMA, e.g. Responsible Sourcing, Gold Bar Integrity. This was welcome, though some members would find it helpful to have a full day on Strategy and to discuss Horizon risks in more detail and, in particular, the longer-term future of LBMA.

Workload

Some members commented that the LBMA staff is relatively small, and as well as the core work, there are some important projects underway. It is therefore important that the Board oversees effective delivery and prioritisation. LBMA provides an induction for all new Board members. And this is followed up with a one-year ‘check-in’.

Recommendations and LBMA Response to the 2025 Board Effectiveness Review

LBMA welcomes the findings of the 2025 independent review into Board effectiveness and extends its sincere thanks to Jo Danton for her thoughtful and rigorous assessment. The review confirms that LBMA’s governance remains strong and effective, with professional dynamics, robust financial oversight and constructive engagement across the Board.

Governance

Recommendations:
The current structure has been in place for approximately ten years, and it would be useful to review whether the current Board composition remains appropriate going forward (in terms of its composition and subcommittee structure). For example, should there be a structure which would allow a Committee of just iNEDs for certain things where there may be conflicts of interest? Is the sub-committee structure optimal in allowing wider membership views but also ensuring the Board discharges its responsibilities?

No members felt this structure was broken (and indeed many felt it worked well), but it would be helpful at the next annual review to surface where any additional strengthening may occur. Ahead of this, in order to strengthen communication to the Board, a regular (brief) report from the Chair of each sub-committee could be considered, with the Board agreeing on the optimal frequency. On a smaller point, the title of ‘Sub-Board’ does not explain what it does and its importance in decision-making, so this may benefit from a clearer title.

Board Response:

We agree that the current governance structure remains broadly effective but recognise the need for ongoing refinement. The Board will:

  • Review Board composition and sub-committee structure.
  • Arrange for iNEDs to have discussions at least twice a year.
  • Arrange for the iNEDS and elected Board members to have discussions without the executive present.
  • Review the reporting from sub-committee Chairs to the Board.
  • Rename ‘Sub-Board’ with a title that reflects its independence and purpose.

These changes will be implemented during the next governance review cycle and reflected in the 2026 Board schedule.

RemCo

Recommendations:

The ToR were drafted when LBMA was a small organisation and gave responsibility to RemCo for a number of detailed issues. The ToR should be reconsidered to ensure they remain appropriate for LBMA now. In particular, consideration should be given to delegating the more detailed policies and decisions on remuneration of junior staff to the Executive. At the same time, RemCo should strengthen its oversight on succession planning and performance of the CEO, which are typically two key responsibilities for the Board (or a sub-committee of it). Typically, the responsibilities of a RemCo (or NomCo) would be to oversee key appointments of the Executive team, approve salaries beyond a certain threshold, oversee the main HR policies or any changes to T&Cs, discuss Executive performance and remuneration, and have an annual discussion on succession planning. The discussion with the new succession grid is a helpful and a useful addition to the grid could be any development needed for any of the members of ExCom (or below) who might in future step into senior roles.

Board Response:

We acknowledge that the existing RemCo Terms of Reference reflect an earlier phase of LBMA’s development. A revised ToR will be proposed to the Board, which will:

  • Focus RemCo on senior appointments, succession planning and Executive oversight (including CEO performance and reward).
  • Delegate junior staff remuneration decisions and policy detail to the Executive.
  • Increase the frequency of the iNED review process to annual.

The new succession grid is a welcome addition and will be retained as a standing item to support long-term planning.

Strategy

Recommendations:

The Board discusses the strategic issues facing LBMA in terms of market integrity but could usefully have a dedicated ‘blue sky thinking’ session on the longer term and future of LBMA. In terms of challenges ahead, two members noted the future of LBMA and its relationship with regulators and other industry bodies, and that a discussion of the LBMA’s ‘license to operate’ would be useful. An annual full-day Board meeting on Strategy may be something the new Chair (due to be appointed during 2025) would like to consider, and this could also consider prioritisation of work to ensure the agenda is do-able given the small number of staff at LBMA.

Board Response:

Strategic discussions remain a core focus for the Board. In response to the recommendation:

  • LBMA will work with the new Chair to expand the existing strategy session to a full-day focused on longterm planning, horizon risks and LBMA’s future positioning, including relationships with regulators/industry bodies.

Budget

Recommendations:

This is an area that is considered well managed. In addition to the discussions on the budget, a regular review of suppliers is discussed at the Executive level (e.g. to ensure no conflicts of interest and that appropriate supplier codes of conduct are in place). This should also be reported regularly to the Board to ensure effective oversight.

Board Response:

We are pleased the budget oversight framework is working well. To increase transparency:

  • An annual supplier review will be formalised and included in Finance Committee papers, confirming compliance with LBMA’s procurement principles and conflict policies.

This will support LBMA’s assurance over third-party relationships and ethical conduct.

Meeting Dynamics

Recommendations:

To ensure that sufficient (and constructive) challenge is given at meetings, and to ensure that the expertise of market participants is taken into account in Board decisions, meeting etiquette is important. Papers should actively seek views from the Board and highlight where advice is needed, e.g. about what the Executive would find helpful from Board members, in terms of any additional input to each discussion. In order to ensure all members contribute to the meeting and good meeting dynamics, the Chair may like to consider a ‘Board ‘Charter’, i.e. the Chair’s expectations of Directors at each meeting.

Meeting Lengths

Recommendations:

Given the mixed views on the length of meetings, the Board may like to discuss openly whether any changes should be made, e.g. slightly longer meetings, briefer introductions, papers with clearer ‘asks’, more delegation, etc. The Directors recognised that a number of improvements had been made recently, but surfacing any remaining issues may be helpful for the new Chair.

Composition

Recommendations:
The composition of the LBMA Board differs from for example plc Boards (which have two types of Director – Executive and Non-Executive). LBMA has three: Executive; member-nominated Non-Executive; and Independent Non-Executive. It is good practice for the Non-Executive Directors to meet on a regular (annual) basis without the Executive, so the Board may like to consider an annual meeting of all Non-Executives and, separately, an annual meeting of iNEDs to discuss any issues without potential conflicts of interest. Neither would be decision making bodies, and the Board may like to consider the best timing for both such meetings.

Induction

Recommendations:
An induction is in place for all new Members. It is good practice to review this annually to ensure it remains relevant and takes into account Board members’ views from the one-year check-in. A Board Charter should be added to the process to ensure all new Directors understand their Board responsibilities.

Board Response:

Constructive challenge is essential to good governance. LBMA will:

  • Update Board papers to include clearer ‘asks’ and calls for input where Executive views would benefit from Director expertise.
  • Introduce a short ‘Board Charter’ to clarify expected behaviours and participation norms, and feedback on input.
  • Meeting length has been increased by 30 minutes and this will be revisited in discussion with the incoming Chair in 2026.
  • Annual review of induction processes will be built into the Board calendar.

LBMA Board:

The biographies for all Board members can be found in the About Us section.

Independent Non-Executive Directors:

  • Dr. Paul Fisher (Chairman)
  • Andrew Quinn
  • Isabelle Strauss-Kahn
  • Peter Zoellner

Executive Director:

  • Ruth Crowell, Chief Executive Officer, LBMA

Elected Market Making Member Representatives:

  • Raj Kumar, Head of Strategic Development, Morgan Stanley
  • Vincent Domen, Head of Metals Trading, HSBC (From July 2025)
  • Matthew Slater, Global Head of Precious Metals Forwards & Physical Trading, UBS AG

Elected Full Member Representatives:

  • Robin Kolvenback, Co-Chief Executive Officer, Argor-Heraeus SA
  • Praveen Baijnath, Chief Executive of Rand Refinery and Director of Prestige Bullion, a JV with the South African Mint
  • Wenjian Fang, CEO, Bank of China