About Us
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.
The Board’s general purpose is to guide the strategy of LBMA and make decisions as provided for under these Terms of Reference.
The overall aim will be to enhance both the governance and delivery of LBMA in full support of the Association’s Membership needs.
Its general activities are to:
1. Strategy
- Approve LBMA’s long-term and 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 LBMA’s activities.
- Approve any major changes to LBMA’s management, control structure or status.
2. Financial Controls
- Approve the annual report & accounts, including corporate governance statements.
- Approve annual budgets and any material changes to them.
- Ensure maintenance of good internal control and risk management.
- Approve any major expenditure that could materially impact on LBMA’s 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 and 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.
4. Remuneration
- 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 terms of reference of Board Sub-Committees with delegated powers.
- Receive reports from Board Sub-Committees on their activities and, where appropriate, act on recommendations.
- Review of the Group’s overall corporate governance arrangements.
- Receive reports on the views of LBMA’s Members and key stakeholders.
Reporting line: N/A.
Delegated authorities: Delegate, 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: Chair is appointed by the LBMA Board and must be an independent NED. (Article 82 – Articles of Association)
Membership: Six elected/co-opted Member representatives. Up to three independent NEDs (including Chairman) Up to three Executive Directors (including CEO) (Article 44 – Articles of Association)
Observers: One representative from the Bank of England. Chair of LPPM.
Quorum for meeting: Minimum of five Members, and must include one independent NED and one Executive Director. (Article 78 –- Articles of Association)
Decision making rules: Majority. (Article 82 – Articles of Association)
Associated policies: Conflicts of Interest Policy. Chatham House Rule. Anti-trust and Competition Law.
Minimum frequency of meetings: Four times per year. (Article 79 – Articles of Association)
Location: LBMA offices or virtually.