LBMA Board Terms of Reference
Responsible for setting our strategic and business vision, the LBMA Board also scrutinises our performance, ensuring strong corporate governance and challenging us to deliver our targets and objectives.
Setting the standards, both in words and deeds, for how we conduct our work and the culture we promote, the LBMA Board operates under the terms of reference below. The LBMA Board also delegates some decision-making powers to the Chief Executive and Executive Leadership team. These include running benchmark subsidiary PMPL, sub-committee work, operational matters, marketing strategy, and personnel matters. This approach aims to enhance governance and delivery to support our members.
- Approve the LBMA’s long-term & short-term objectives and strategy.
- Ensure that the quality and integrity of the precious metals market is maintained.
- Identify and address potential threats to the precious metals market.
- Approve any material extension or cessation of the LBMA’s activities.
2. Financial Controls
- Approve the annual report & accounts, including corporate governance statements.
- Approve annual budgets and any material changes to them.
- Ensuring maintenance of good internal control and risk management.
- Approve any major expenditure that could materially impact on the LBMA reserves.
- Approve any major acquisitions or disposals of fixed assets or operations.
3. Executive and Non-Executive Appointments
- Approve changes to the structure, size and composition of the Board, within the powers granted in the Memorandum & Articles of Association.
- Select the Chairman, the Chief Executive, NEDs and other Board level appointments.
- Determine membership and Chairmanship of the Board Sub-Committees with delegated powers.
- Determine the remuneration of the NEDs, Chief Executive and key reports pay awards.
- Ensure provision of support or guidance for compliance with applicable local laws, including those relating to employment, tax, anti-corruption and bribery, and accounting standards
5. Corporate Governance
- Approve any major changes to the LBMA’s management, control structure or status.
- Approve terms of reference of Board Sub-Committees with delegated powers.
- Receive reports from board Sub-Committees on their activities and where appropriate acting on recommendations.
- Review of the group’s overall corporate governance arrangements.
- Receive reports on the views of the LBMA’s Members and key stakeholders.
Reporting line: N/A.
Delegated authorities: Delegates appropriately, some decision-making powers to the Chief Executive. Such delegated powers include:
- Implementation of Board-approved budget, strategies
and policies for the maintenance and development of the Association and bullion market.
- The control over the Association’s external relations, committee work, staffing matters and operational issues.
- Control over the Association’s subsidiaries (PMPL)
Chair: Appointed by the LBMA Board and must be an independent NED. (Article 37 - Articles of Association)
Membership: Six elected/co-opted member representatives which comprise of three Market Making Members and three Full Members
Up to three independent NEDs (including Chairman) Up to three Executive Directors (including CEO) (Article 33 - Articles of Association)
Observers: One representative from the Bank of England. Chair of LPPM. Others may be invited from time to time.
Quorum for meeting: Minimum five members, which must include one independent NED and one Executive Director. (Article 67 - Articles of Association)
Decision making rules: Majority, or a subset of the Board as delegated from time to time, and where appropriate subject to the conflict of interest policy.
Associated policies: Conflicts of Interest Policy. Chatham House Rule. Anti-trust and Competition Law.
Minimum frequency of meetings: Minimum four times per year.
Location: LBMA offices or virtually.