The Constitution of The Payments Association (TPA) contains the principles, codes, policies and practices that govern our community. It has been developed with the Advisory Board over several years and is updated from time to time to reflect our community’s evolving role in shaping a better world through payments.

1.    Our purpose

TPA’s purpose is to be the most influential membership organisation in payments where the connections, collaboration and learning shape an industry that works for all.

2.    Our values-led approach and code of conduct

The TPA’s approach is to have principles, codes, policies and practices that are aligned with our values, which are for TPA and its members to be:

• Open
• Dynamic
• Inclusive
• Influential
• Sustainable
• Collaborative

Our members are expected to adhere to a code of conduct consistent with these values. It is not our role to specify the required conduct of our members in detail but in general terms we expect our members to:

• Carry out their responsibilities honestly, in good faith and with integrity, due care, competence and diligence
• Support the community’s efforts to adhere to the highest standard
• Support the community’s efforts to enable the industry to make a valuable contribution to the economy and our society
• Encourage collaboration with other companies while adhering to our anti-trust guidance (see TPA’s Anti-Trust Statement below) to minimise the risk of any TPA meeting, its agenda, or the discussion in it giving rise to any competition law concerns
• Never misrepresent or withhold material facts or allow their independent judgment to be compromised
• Not discriminate
• Avoid actual or apparent conflicts of interest in personal and professional relationships
• Not doing anything that brings the payments industry or The Payments Association, into disrepute
• Comply with applicable government laws, rules and regulations of national and local governments and other appropriate regulatory agencies
• Take all reasonable measures to protect the confidentiality of non-public information

It is a member’s responsibility to adhere to the association’s code of conduct as above. Any identified misconduct raised formally by another member, a competent authority, or any other genuine source will be reviewed by a panel of Advisory Board members and TPA Directors. This may result in a consultation with the membership organisation in question, and lead to action including membership being suspended or revoked.

3.    TPA’s Anti-Trust Statement

We will adhere to the following antitrust guidance to minimise the risk of TPA’s formal meetings, agendas, or the discussions carried out in them, giving rise to any competition law concerns.

1. A written agenda should be prepared in advance of each ‘formal meeting’ e.g. Advisory Board or Project meetings
2. Minutes of formal meetings should only indicate the topics discussed, what was agreed and the action points arising
3. All discussion in the formal meetings should keep to the agenda items. Dialogue between TPA members should be limited to discussing concerns of general interest relating to the development of the market and should not involve any exchange of competitively sensitive information. Competitively sensitive information covers any non-public strategic information about a business’s commercial policy. It includes, but is not limited to, future pricing and output plans
4. In particular, the following information should not be exchanged during formal meetings: current/recent (i.e. within the past six months) pricing information; current/recent customer information; future pricing intentions; future customer and/or market strategy; current/recent margin information; and current input/supply costs. This includes proposals or bids to potential customers
5. For the avoidance of doubt, this code intends to prevent anti-competitive collusion by members, and if any member has any suspicions or concerns in this regard these should be raised with the Chairman of the meeting as soon as possible

4.    Benefits for members

TPA designs and delivers clearly defined and superior value membership benefits for companies operating in the payments industry or organisations using the products/services of its members. TPA promotes members’ interests and thought leadership that moves the market forward and engages with external stakeholders to promote the UK and the payments industry.

5.    External stakeholder management

TPA’s policy is to provide the highest quality of support for its external stakeholders, including the Financial Conduct Authority, Payment Systems Regulator, Bank of England, HM Treasury, HMRC, the Competition and Markets Authority and Pay.UK. This is achieved by:

• Encouraging collaboration between members
• Delivering member engagement groups (called Projects and Sprints) to achieve agreed policy objectives with the support of and involving our members
• Running high quality events using different formats and delivery channels
• Carrying out appropriately assertive policy leadership and communication, taking a long-term view
• Promoting TPA and our members using multiple media and channels confidently and to the highest standard

6.    Advisory Board

TPA has an Advisory Board (AB) made up of experienced senior executives from member organisations that meet quarterly and provide guidance and advice to TPA’s executive team about TPA and its direction. AB members are all volunteers:

• At CEO level (or division head of large company with P&L responsibility)
• Working for a member company or are a TPA Ambassador
• Collaborative in approach
• Enthusiastic about the importance of making payments work for all

Advisory Board members are expected to:

• Attend four two-hour Advisory Board meetings throughout the year
• Contribute ideas and views relating to the strategy and priorities of the group
• Contribute to material produced for regulators and other stakeholders, such as white papers, press releases, research and case studies
• Work together outside meetings on occasional and agreed projects, and if appropriate, to act as ‘mentor’ to one of TPA’s seven projects (Regulator, International Trade, Financial Crime, Inclusion, Open Banking, Digital Currencies and ESG)
• Encourage new prospective members to join TPA and make introductions where possible
• Use their Advisory Board membership to endorse their company’s brand
• Talk positively about the work done by the industry and the group
• Provide guidance when required to TPA members

AB members can remain on the Board for up to three years, or longer if they take the role of Chair or Deputy Chair. The selection of new AB members to replace those retiring is based on the ratings of members via an online vote that takes place in November each year.

An AB member may retire from the board outside the annual voting cycle if their role, circumstances, or responsibilities make it impossible for them to fulfil their duties as anticipated and required. When this is the case, having advised the Chair in writing, the AB member can nominate a replacement from their respective organisation to take their place on the AB. The replacement must be sufficiently senior and experienced. Once the replacement has been approved by the AB Chair, Deputy Chair and Director General then other AB members are informed. If the Chair, Deputy Chair and Director General do not approve of the proposed replacement, the retiring AB member can propose alternatives until approval has been secured. The tenure of the replacement lasts until the end of the calendar year, at which time they are encouraged to put their name forward to be considered through the normal new AB member voting process.

7.    Policy and Consultation Production Process

TPA sets out to be seen as a valuable source of policy guidance and consultation responses so that it achieves its purpose. Our challenge is that our scope is broad and the views of our members are not always aligned. This can cause resources to be spread thinly and conflicting views to be featured in the policy and consultation responses.

To ensure we overcome these challenges we will:

1. Carefully evaluate whether to respond to a consultation or request for input against these criteria:

• Does it align with one of our stakeholder working groups (Projects)?
• Is there sufficient interest from our members to warrant making a response?
• Does the Director General agree that we should respond or participate?
• Is there a reason why we should not respond?
• Is there a risk this consultation will be a source of unacceptable conflict between our members?

1. Invite members, including those from Project teams and the Policy Expert Group, to contribute to and advise on the drafting if they have relevant expertise/perspectives
2. Allocate more resources to project manage or produce the consultation responses if required

8.    Resolving conflicts or market failure

Where the interests of different stakeholders diverge – and TPA is both involved and potentially has a role to play in helping to resolve this – TPA’s policy is to help in a collegiate, collaborative manner, reflecting the need to achieve TPA’s purpose.

However, TPA will not act as a forum or conduit for complaints by either members or non-members about other members or institutions, nor does TPA set out to address market failures/issues that are seen by the Advisory Board as being the responsibility of regulators or government bodies.

9.    Internal stakeholder management

TPA sets out to provide the highest quality of service to all its internal stakeholders, including the Advisory Board, TPA Ambassadors and TPA staff.

10. Governance, ownership and financial management

TPA is run by a limited company called Emerging Payments Ventures Ltd (EPV) under commercial operating guidelines. Shares in EPV are held by individuals and/or companies that may vary from time to time. Profits are reinvested in the company, retained or taken as dividends. EPV sets out to have a positive balance sheet and cash balances in excess of three month’s operating expenses at any one time. TPA’s policy is to ensure timely and complete payment of member and sponsor fees and pay suppliers in a similarly professional way.

11. International

TPA’s policy is to support The Payments Association EU and Emerging Payments Association Asia. These are regional communities that were set up with our support. They are aligned with our values and provide similar services to TPA, adapted to reflect regional differences.

12. Partnering

Our policy is to partner enthusiastically and collegiately with other bodies such as trade associations to deliver mutual benefit for the greater good, operating under the banner, ‘We are stronger together’.

13. Sustainability

TPA’s policy is to run the community sustainably, while proactively supporting efforts to achieve a sustainable world.

14. Employment

TPA’s policy is to employ a diverse workforce that is rewarded according to sound commercial principles in an inclusive way. TPA staff are developed to optimise their professional capabilities and maintain their wellbeing. TPA operates out of an office in London and staff are encouraged to work in a hybrid approach, focused on output and contribution.