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What is a Guarantor?
As a company limited by guarantee Pay.UK has Guarantors rather than shareholders. A Guarantor becomes a member of the company once their name is entered in the register of members.
The primary role of a Guarantor is to hold the Pay.UK Board to account for the continuing fulfilment of the Company’s purpose (as set out in the Company’s Articles) and strategic objectives (as set out in the Board’s Terms of Reference – a document which governs the operation of the Board) and which are shown in the Appendix. Pay.UK’s Directors must act in a way that they consider achieves this purpose and those objectives. In addition, the Directors also have the general statutory duty to act in a way which they consider to most likely promote the success of the Company for the benefit of all members (and not just a sub-set).
Both the Guarantors and the Board are also required, for as long as is appropriate, to have due regard to the final report produced by PSO Delivery Group on 4 May 2017.
Who can become a Guarantor?
In accordance with its Articles any legal person may become a Guarantor of Pay.UK. Pay.UK’s Board has determined in accordance with the Eligibility Criteria, as defined in the Articles, that a ‘legal person’ shall be construed to be any firm, company or other body corporate or partnership.
Associations and trade bodies are accepted as Guarantors provided that none of its members is already a Guarantor. This is to remove the possibility that a Guarantor may inadvertently or otherwise have more than one vote at any Guarantors’ meeting (one by direct membership, the second through their trade group). Pay.UK continues to welcome discussion and input from all associations and trade bodies that support the aims and aspirations of Pay.UK. Such bodies are warmly invited to align themselves with Pay.UK by attending one of a number of fora that exist to engender engagement with users in the payments ecosystem in addition to being a Guarantor, if eligible. Further details can be obtained from the Guarantor engagement team (firstname.lastname@example.org)
Pay.UK currently has approximately 40 Guarantors drawn from the wider payments ecosystem. Our aim is to grow our Guarantor base to approximately 50 – 100, ensuring that the group is balanced and representative yet remains manageable and all views can be heard. This will also help ensure that the Pay.UK Board makes decisions in favour of the wider ecosystem interest. We will use our established engagement programme to raise Pay.UK’s profile and encourage applications, and if deemed appropriate by the Board, target specific sectors. The Board reserves the right to limit Guarantor representation from some areas if it is felt that a particular sector, by sheer dint of numbers, has undue influence and a broader range of views is being stifled as a result.
We would expect to discuss our approach to the composition of our Guarantor group with both the Bank of England and the Payment Systems Regulator on a regular basis.
Why become a Guarantor?
Becoming a Guarantor provides an opportunity to hold Pay.UK’s Board accountable. Subject to the Articles, and in accordance with the Companies Act 2006, Guarantors will be able to exercise rights afforded to a member of a company limited by guarantee. These include:
- the right to attend and vote at Annual and Extraordinary General Meetings;
- from time to time to vote on ordinary or special resolutions which require their approval;
- to act collectively to monitor and amend Pay.UK’s Articles;
- to confirm or reject the reappointment of individual members of Pay.UK’s Board as they appear for reappointment;
- to propose candidates to the Nomination Committee, for prospective Pay.UK Board Directors and;
- to confirm the appointment of Pay.UK’s auditors.
In addition Guarantors will have the opportunity to:
- attend one-to-one or small group meetings with the Senior Independent Non-Executive Director (Senior INED) as the appointed Guarantor liaison point for the Board (a function that we consider to be the equivalent to that of investor relations in a public limited company);
- participate in Pay.UK’s ongoing programme of Guarantor relations; and
- receive periodic communications updating Guarantors on the progress of Pay.UK.
The liability of each Guarantor is limited to £1. This is the amount that a Guarantor undertakes to contribute to the assets of the Company (for payment of certain of the Company’s debts and liabilities and other costs, charges and expenses) in the event of Pay.UK being wound up. This liability lasts whilst that institution is a Guarantor or within one year after it ceases to be a Guarantor. If a solvent winding up of Pay.UK occurs, its assets will be transferred to another body with similar purposes to Pay.UK, as determined by the Guarantors at the time of the winding up.
Pay.UK will not distribute any of its deferred income, accumulated reserves or “profits” to its Guarantors. All accumulated reserves will be reinvested in the Company to support meeting Pay.UK’s purpose and strategic objectives. Whilst Pay.UK refines and iterates its long term pricing and funding model we have made assurances that whichever model is ultimately developed will have no impact on the level of a Guarantor’s liability or future contribution.
To be passed, ordinary resolutions require more than 50% of the votes cast; special resolutions require not less than 75% of the votes cast. Votes are based on a one vote per Guarantor basis, unless Guarantors are part of a “Corporate Group” in which case fellow group members will have one vote in aggregate.
By “Corporate Group” we mean all parent and subsidiary undertakings of the Guarantor and all subsidiary undertakings of its parent undertaking(s), except if an entity has, for the purposes of statute or regulation, been structurally separated in such a way that ringfenced and non-ringfenced entities have independent governance processes in their decision making vis-a-vis Pay.UK, that entity may apply to the Board to be considered to have a separate vote. In these circumstances the Board will base its decision on whether the entity has a legitimate interest in the payments systems Pay.UK operates.
The process for on-boarding Guarantors is open and accountable and is accessible via our website. On request, unsuccessful applicants are advised of the rationale for the decision and have a route to appeal. The Board, through its Nomination Committee, is responsible for managing the process which is administered by Pay.UK’s Corporate Governance team.
Step 1: Applicants complete the application form, either distributed by Pay.UK or available on Pay.UK website and submit it to guarantors@wearepay.UK email@example.com
Step 2: Applications are considered by the Nomination Committee which makes a recommendation to Board. The Committee is made up of, amongst others, the Pay.UK Chair and Senior INED.
Step 3: At its next scheduled meeting, Board will consider the Nomination Committee’s recommendations.
Step 4a: Successful applicants are advised in writing and sent an acceptance letter.
Step 4b: Unsuccessful applicants are advised in writing, including the rationale for the decision.
Step 5a: If the unsuccessful applicant accepts decision, no further action is taken.
Step 5b: If an unsuccessful applicant appeals the decision in writing, the Board would consider this appeal and make a final decision on the application.
Once an application is received by the Stakeholder Engagement team, due diligence is undertaken by Pay.UK before the name of a potential Guarantor can be put forward to the Nomination Committee and then to the Board for consideration. This is currently undertaken by the Corporate Governance team.
A series of fundamental checks are undertaken as part of the due diligence process. These include:
- confirming the status of the legal entity at Companies House. Ensuring that all required statutory filings etc are up-to-date, verifying the Company’s Directors, Shareholders and Persons with Significant Control;
- ensuring that the proposed Guarantor can demonstrate a legitimate interest in the payments ecosystem. This could be by checking the Company’s website, referring to trade registers or undertaking other simple checks to gather appropriate evidence;
- undertaking a basic financial appraisal of the business, including a review of prior years’ financial statements to ensure that the proposed guarantor is financially stable and has an understood business model;
- if the proposed guarantor has other accreditations (for example is registered with the FCA) checking the public registers of those organisations to ensure that the accreditation is up-to-date and that there are no issues of concern shown (eg for an FCA registered firm, have there been any warnings or fines issued?);
- if the proposed guarantor is a trade association or association, then further checks will be undertaken to ensure that none of its members is also a guarantor in its own right, as that would preclude them from membership; and
- undertaking any further checks as required and as prompted by the findings of the above, particularly as regards to anything that might possibly damage the reputation and integrity of UK by association, such as any public censure or previously disreputable behaviour on the part of the potential Guarantor.
Withdrawal of Membership
By the Guarantor
Guarantors may withdraw from guarantorship of the Company by giving three months’ notice to the Company in writing. Guarantorship is only transferable in accordance with Pay.UK’s Articles (namely transfers intra-group to a legal entity who satisfies the eligibility criteria and to which the Board has consented).
By the Company
Pay.UK’s Articles specify certain circumstances in which a Guarantor’s membership can be terminated. The Board may initiate a withdrawal of membership from a Guarantor if, for example, a Guarantor acts in a manner which is contrary to the interests of Pay.UK and its regulatory imperatives or if, in the reasonable opinion of Pay.UK, the Guarantor is not acting in a way that is conducive to the robustness and resilience of the payments ecosystem.
Pay.UK’s Purpose and Strategic Objectives
The Company is set up for the good of society and the economy as a whole. Its purpose is to support a vibrant UK economy enabling a globally competitive payments industry through the provision of robust, resilient, collaborative retail payment services, rules and standards for the benefit, and meeting the evolving needs, of all users.
Pay.UK’s purpose is supported by the following Strategic Objectives, which provide that Pay.UK should be:
- Robust and Resilient; maintaining trust in the certainty, integrity and security of its payment services as operators of systemically important financial market
- End-User Focused; ensuring the continued relevance, competitiveness and usefulness of the services we provide as part of the UK payments
- Agile and Innovative; acting as a catalyst for change in the payments industry – realising opportunities; addressing threats; and supporting industry wide
- Accessible; promoting competition by supporting new entrants through comprehensive and consistent application and on-boarding
- Efficient; ensuring that our payments services remain economically efficient and sustainable, while facilitating competition in both upstream and downstream
- Excellent People; attracting and retaining talented leaders and people who can deliver on our culture, principles and
The above are underpinned by fairness and transparency in all of Pay.UK’s interactions.