New Payment System Operator appoints two more natural legal persons as Member-Guarantors

I blogged two weeks ago that NPSO had become the operator of BACS and Faster Payments while in the control of just one person, and a natural legal person at that.

NPSO has quickly appointed two new Member-Guarantors from amongst its non-executive Board Members - a Ms Ashton who is a "CTO-in-residence" at SAP and a Mr Anderson who is a former PwC partner.

Board Members and Member-Guarantors have specific duties that should act as a check-and-balance against one another, so occupying both roles is a conflict of interest. NPSO's Guarantors Policy shows that a main role of Member-Guarantors is to hold the board to account. They cannot do that if they are on the board as well.

Being natural legal persons like the pre-existing Member-Guarantor, they are also ineligible for that role given the limitation written into NPSO's Articles of Association that Member-Guarantors must be bodies corporate.

At least no one person is in sole charge; the control of the pre-existing Member-Guarantor has fallen below 50% but remains above 25%, so they each have one vote and their control is 33% each.

This all gives the impression of being done on the hoof.

The stated aim is to have the erstwhile Member-Guarantors of BACS, Faster Payments and Cheque&Credit Clearing become Member-Guarantors of NPSO, plus a number of other organisations.

Surely this should have begun simultaneously with the BACS and Faster Payments scheme companies becoming subsidiaries of NPSO: Member-Guarantors of these two scheme companies should have surrendered their membership in the same signing ceremony where they acceded to membership of NPSO.

It is unacceptable that there should have been any interregnum where either one sole regent or now a triumvirate of them - reminiscent of Pompey, Caesar and Crassus - be in charge of a critical national infrastructure, and particularly where NPSO's Articles forbid their holding this status.

The obvious alternative would have been to appoint a company like the Law Debenture Corporation plc to act as interim Member-Guarantor on a fiduciary basis.

This would have at least been in line with NPSO's Articles and have avoided the high-risk situation that the Articles do not include the most basic grounds for removal of a natural legal person: death and being sectioned under the Mental Health Act.