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I 2" FAX TRANSMISSION
4 : BIRD & BIRD
To: Pathway Group Limited POH=946D I 90 Feter Lane
5 ee Landon ECAA.1)P
Atten\Ref’ Tony Oppenheim
Fax No: . a5
From: Hazel Grant
Client: BA/POCL oe \ ian, Cc rn
Matter: CNT Meetings VY) a S
Account No: BPOCL-1 :
Date: 1 June 1998 \\ Qt {A Paros
0 Meer
- ~ CE Campe
Time; LS 1 rarer
‘ s° D Micoydaita
Number of pages (including this page) : . TM Cook
rAetiw v=
_ Note; This ficx is intended for the named sddressee only. It contains inforrnation which may be confidenti PI Chae
which may also be privileged, Unless you are the named addressee (or suthorised to reacive for the adresse) "Sm"
you may not copy or use it; or disclose it to anyone else, If you have received it in error please notify ua DW mCook
ly so that we can arrange for its return. To do #0, or if you have any queries, please telephone /GRO} C1 HSmih
CP Helaon
JRcwaltay
essage: ~~ fon
DMC3ene
- Whos
RS Weary
Si uber
PD Okiran
HR Sendion
Please find attached the minutes ofa meeting held on'20 May. Ishouldbe 9 =
grateful if you would copy these to the other attendees from Pathway. eR Gaba
CM Croatoa
Dear Tony
uS
:
E
CNT Minutes
With kind regards. . “—_—
. SK opp
Yours sincerely . TCC Tether
Heron
v5
12D Amnon
Corerctnnas
KT Camels
NL Guan,
7 Oa
EC Office 20%n Avenue Louise 1050 Brussels Belgium Telephone!
Hoag Kong Office Suite 1306 13/F, Nine Queen's Road Cantal, Hong Kong; cepa
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@1-JUN-1998 18:10 FROM BIRD & BIRD TO i...
MINUTES OF MEETING HELD ON 20 MAY 1998
AT 90 FETTER LANE, LONDON, EC4A 1JP
Present:
Pat Kelsey
John Cook
Stuart Riley
Keith Baines
Tony Oppenbeim
Warren Spencer
Hilary Forest
Hamish Sandison } Bird & Bird
Hazel Grant }
BA/POCL Programme
eee
ICL Pathway
wee
Agenda Comment . Agreed Points
Item and Action
Points
Minutes of Previous Meeting
Um
Warren Spencer clarified item 2f (Implementation). In
the third paragraph on page 5, the first sentence should
read:
“At the end of the meeting, Warten Spencer added that
the training strategy had been based on there being a
maximum gap of five days between training of the
personne] and when they first applied that training in
practice”. :
[Underlined text shows added text.]
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Agenda Comment
Item
2 Actions Brought Forward
(a)
(0)
TORRY
Wwe LUN
Style Guide
Tony Oppenheim said that-he had completed his
action.
Pat Kelsey reported that the Authorities’ actions
had purposefully not been completed but thanked
Tony Oppenheim for Pathway’s work.
The reason for ignoring the actions as discussed
above was that Pat Kelsey had spoken to John
Meagher who had assured her that the matter was
being dealt with by John Meagher and Terry
Austin and was not a CNT matter\C)
Tony Oppenheim said that he had discussed the
Style Guide with Terry. Austin who had reported
that he would'be able to carry out the textual
changes required with which ICL could agree.
However, Tony Oppenheim was concemed that
the ground rules for agrecing the Style Guide had
not yet been agreed and, therefore, the parties
would not be able to agree the Style Guide itself.
Tony Oppenheim confirmed that Terry Austin
had not passed His soncems onto John Meagher.
Pat Kelsey agreed t to apaak to John Meagher and
Pass on Tony Oppenheim’s concems,
General Issues
This was an action on John Murray. As yet, no
update had been provided to either the
Authorities or ICL. Pat Kelsey and Tony
Oppenheim agreed to’ check on the position with
ae arten. colleagues.
4n Wr WAY (3! [o(s>) :
eas Heong tip ATAY AbsCiely agreeck
Agreed Points
and Action
Points
Pat Kelsey
Pat Kelsey and
Tony —
Oppenheim
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Agenda
Item
Comment
(c) Registered Office Address
— Warren Spencer said that the CCN had been
drafted and would be presented to the Authorities
before the next CNT.
(4) Acceptance Criteria
John Cook said that Mary Reade was continuing
her action of compiling a list of discrepancies in
/ perepianice Criteria. At the moment, Mary
Reade reported that there were no major issues.
Tony Oppenheim said that he had’spoken to John
Dicks and that this was also Tony Oppenheim's
understanding.
(c) Acceptance Specifications
John Cook reported that Mary Reade was
discussing the specifications with Dave
Hollingsworth. There was an action on Dave
Hollingsworth to produce further documentation.
Tony Oppenheim said that it was his
/ Understanding that a final draft was about to be
issued.
It was agreed that the final action point on
whether an Acceptance Specification didordid - ‘~
not constitute a referenced document was not an
issue forCNT. ~ <e
(f) Acceptance Specifications for areas not covered
by Requirements
Stuart Riley said that all parts of the ‘contract
_-~Should be covered by our review of acceptance
specifications. Mary Reade was dealing with this
point on an ongoing basis.
Agreed Points
and Action
Points
Warren Spencer /—
poe
.
pow gatas
Oh Ro~”r Mr oe
reg 0tttch pe
Ue
osppenanet ©),
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Agenda
Item
TSM
Comment Agreed Points
and Action
Points
(g) CARs
Tony Oppenheim agreed that this could be dealt
with as an ongoing action. Tony Oppenheim had
no further incidents to report. Pat Kelsey will -
review this point as and when a similar issue
arises.
Agreements to Agree Update
John Cook handed to the meeting a sheet listing the
status of Agreements to Agree. This sheet had been
prepared between John Murray and Martin Johnston.
pinng&
A
John Cook added a comment that of the2Dagreed
Agreements to Agree, he was not aware of any having
been presented as change control -notes. Tony oa ‘sy
Oppenheim agreed with this point. - Geax
Hilary Forest will speak to John Cook and Martin Hillary Pera Re
Johnston on the streamlined process $8 for con\ converting Aine m2 4
Agreements to Agree into change control notes. eee ee
Pat Kelsey and Tony Oppenlicim discussed methods of opie Kelsey
progressing the Agreements to Agree. As part of this
discussion, the format of the present report was analysed.
Pat Kelsey will mect with John Murray and Martin
Johnston to discuss the format of the report. The format
will be reviewed with Tony Oppenheim. Tony
Oppenheim was happy with this method of proceeding
and did not feel it necessary to attend the meeting as
well.
Stuart Riley said that George McCorkell had asked to be
copied in on the Agreements to Agree report, George
McCorkell was concemed to assist in resolving BA
related Agreements to Agree and issues would be
brought to the attention of the CAPS Programme Board.
Tony Oppenheim said that this was helpful. It was
agreed that a different format of report would be needed —jOVNe
so that the’same report could be copied to all interested Cc
parties.
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Agenda Comment Agreed Points
Item : and Action
Points
4 Acceptance
Pat Kelsey reported that she had spoken to Tony
_~ Oppenheim before the CNT on this issue.
Pat Kelsey said that the Authorities were looking at ¥
acceptance on a broader base and analysing such
— questions as what would constitute acceptance, who
would carry out acceptance and what were the risks
involved.
Keith Baines said there was an action from the F&C Pat Kelsey
=> <n. forum to be taken to CNT. The action concerned what
ee the pasties would do about functions delayéd from
we SK (Releaseg: Pat Kelsey agreed to add this to the gencral cm
?
A discussion on acceptance.-
vik sie) fren were). Rowe WWD Bie BkSe.
Tony Oppenheim said that approximately 20-25 : “Tony
requirements would need to be reviewed in accordance Oppenheim
with Hamish Sandison’s test (as outlined in minutes of
the previous meeting). Dave Hollingsworth was
presently on holiday and had not been able to complete alts,
this work before leaving. Tony Oppenheim said he I] Us, a
hoped this work could be completed before the next re ee
CNT. et WEG gs Or -
— sont ut
Pat Kelsey said that Janet Brooks was dealing with the
assessment of CCN234.on behalf of the Authorities.
4 Comments were expected back between 22 May and 5
June, Pat Kelsey said that she had passed this
information on to Tony Oppenheim who had given his
opinion that these dates were too late.
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Agenda
Item
Comment
r
Pat Kelsey had then spoken to Janet B6oks to see
whether any action could be taken to improve the date
forcomment. Janet Brooks suggested that the CCN117
issues could be ring-fenced and this may help speed up
the clearance of other issues.
It was agreed that Pat Kelsey would discuss this point
with colleagues and update Tony Oppenheim following
the report she was due to receive by close of business 28
May.
Tony Oppenheim then raised a concem. He said that he
had heard on several occasions that CCN117 issues
should be ring-fenced. As far as Tony Oppenheim was
concemed, it was not clear to him what issues within
CCN117 needed to be ring-fenced, It was agreed that
this point would be dealt with under the discussion of
Change Control .
Change Control
(a) CCNII7
Pat Kelsey explained thatthe Authorities were
considering CCN117 and that they had received advice
on the next steps. The steps being considered were first,
that the Authorities should write to ICL setting out the
formal legal position between the parties and the
practical steps to be pursued. As far as the formal legal
position was concerned, both Authorities had not signed
a Change Control Note and, therefore, the Related
Agreements remained as originally drafted. However,
the Authorities appreciated that work had been carried
out on the basis of ai risation from one Authority.
It was agreed that Pat Kelsey would telephone Tony
Oppenheim before sending a letter addressing these
points.
Agreed Points
and Action
Points
Pat Kelsey
we
Pat Kelsey
Oo *
a
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Agenda Comment Agreed Points
Item and Action
Points
Pat Kelsey said that before a letter could be sent, she
would need to receive a brief from sponsors.
Hamish Sandison added that the two Authorities were
agreed on how to resolve this issue as a practical matter.
It was important for all parties to note however that this
would not be a precedent for future resolution of issues
not formally agreed through the Change Control
procedure.
oO There then followed a discussion of the issues related to
COS reinstating the functionality. Tony Oppenheim said that
(09 the issue for ICL was not what it might cost the parties to
oO reinstate the functionality. The problem was more the
opts ~ operational implementation of this functionality. The
. Authorities had suggested padlocking this functionality.
ho an he Tony Oppenheim believed that this was not possible as a
or technical solution.
yo aa Tony Oppenheim said it would be possible to
Ne reintroduce this functionality. However, it would be
wo y que’ necessary to carry this out as a new Release. Introducing
Qo? S this functionality would require time duc to the change in
& C_ processes, re-education of staff etc. The functionality
“ap “¢ was not simply a case of unlocking a piece of software.
_,
4") Stuart Riley and Tony Oppenheim then discussed the
7 ASN . timing issue, i.e, the possible delay in introduction of this
functionality, Tony Oppenheim said that the Authorities
would need to accept that there would be a lead time to,
introduce this functionality
The meeting then tumed to a list of Change Control
Notes being managed by the Authority. A copy of this
list had been sent by Altea Walker to Tony Oppenheim,
although Tony Oppenheim had not yet received the list,
but he had not been available to access his E-Mail. A
copy of the list was circulated to members of CNT.
There then followed a discussion of the CCNs listed.
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Agenda
Item
Comment Agreed Points
and Action
Points
) 90(84)
Hilary Forest will:chase this up. Hilary Forest
© (wae © To fonr prouderes
ay Seek AY
Tony Oppenheim appreciated that the benefit migration
dates were sensitive at the moment. However, he said it
would be helpful for him, for planning purposes, to have
some advance information on the dates. ~
(4) SADDVersion4 . C&M AIS . at
ree y Xs
John Cook said that this CCN had been rejected by him OU Zo
duc to non-substantive drafting points but was now es ary
progressing. Tony Oppenheim was happy with this a ge one
© cmH 4.0 OA . [6st “and
Hilary Forest wales to see if ICL have received
is CCN.
— Pat Kelsey asked-whether the Authorities should be
managing any other. CCNs.
Tony Oppenheim said that the following should also be
added to the list:
€CN247 - File Definitions
“CCN254 - Interfaces
+-CCN233 - RPI Pricing (John Cook reported that
this was in the process of being signed off. Tony
Oppenheim was content with this).
:-CCN240 - BES PPD. Tony Oppenheim said that
this was linked to CCN142e
_ -CCN243 - EVP. Tony Oppenheim said there has=
been a letter of approval on this CCN, but it was
not yet signed off. Keith Baines said that the
concer related to the use of definitions in this
CCN and the fact that they appeared to be
redefining defined terms within the Related
Agreements.
information on
=“
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Agenda
Item
Comment Agreed Points
and Action
Points
® CCN251 - RCD
Hamish Sandison said that he had looked at the draft
CCN sent to him by Tony Oppenheim. His action was to
sce whether it was possible to produce words for the
CCN to bridge the gap between the parties and allow the
CCN to be “signed-off”.
Hamish Sandison said that the exchange of
correspondence attached to the CCN showed the
following:
First, Colin Oudot wrote on behalf of the Authorities
setting out caveats to the sign-off and stating that the
sign-off was without prejudice until the replan had been
finalised.
%
John Bennett had then replied on the basis that the
parties should try to ring-fence those issues which were
contractual and agrec the other issues on a “with
prejudice” basis.
As far as the Authorities were concemed, it appeared to
Hamish Sandison that fundamentally they felt that they _
had to agree the whole package or nothing at all; they
could not agree part only. Therefore, Hamish Sandison
felt.it was not possible to produce:any words to bridge
the gap between the parties.
Tony Oppenheim said that this conclusion was not a
surprise to him.
In Tony Oppenheim’s view, other than the "without" or
“with prejudice" basis of the letter, the main issue was
that new Release 2 was to be limited to 4,000 Post :
Offices. Pathway did not agree to thisin principle. -. 1 * wa,
There followed a discussion on whether this limit was
reasonable. Tony Oppenheim’s'view was that the limit
was unreasonable as the Related Agreements did not
provide grounds to expect a better release than new
Release 2.
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Agenda
Item
Comment Agreed Points
and Action
Points
Hamish Sandison said that the Authorities were
receiving a Release which was less than what was
contractually provided for. Therefore, the Authorities
felt that they would not be able to approve the Release
for wider roll-out.
Tony Oppenheim said that the conditionality set out in
Colin Oudot’s letter related to functions which were in
turn dependant on inputs from the Authority. In Tony
Oppenheim’s view, the Related Agreements as they
presently stood had a primary and secondary release.
Some functions had been brought forward into a first
Release. On some functions the Related Agreements
were silent, e.g. EVP. Pathway were excused delay on
the basis that Agreements to Agree and CCNs were
outstanding. The limit of 4,000 Post Offices equated to
approximately three months of roll-out. Therefore,
effectively, the Authorities were saying that: there was a
three month period after which new Release 2+ would
have to be provided.
“
Pat Kelsey then summarised the position. ICL were
saying that, as inputs from the Authorities were awaited,
they could not provide an end date for new Release 2+.
On the other hand, the Authorities were saying that they
were not willing to sign off new Release 2 without
Seeing an end date for new Release 2+.
As a method of resolving this issue, the Authorities
suggested a limit of 4,000 Post Offices.
Tony Oppenheim agreed with this precis.
Pat Kelsey and Tony Oppenheim then discussed the
inputs for which ICL were waiting. These are the
following:
Soft EVP Specification
. AP Smart
. CAPs Online Interface Specification
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Agenda Comment A 4 Points
Ttern and Action
Points
Gow ¢ Y 7 Pat Kelsey said she would follow up the Authorities’
“on Le
Qe se
aye os] Oppenheim on Friday 22 May. C RHEE ho
al i There followed a discussion of whether the Authorities
nike ore were reasonable or unreasonable in withholding consent
2, ond wae to the RCD. Tony Oppenheim-and Hamish Sandison
agreed to disagree on the point.
ye. col John Cook asked Tony im how the present
oe x
situation fitted with that under CCN105. Under
oy ose CCN105, ICL wished to limit the roll-out before
aC
a xo
eo seen
wheres nes Tony ony Oppenbéim said that as a practical matter, it would
RY On not be possible to stop roll-out overnight.
1 :
7
Post Office Counter Modifications
—
=
x od ing wer Hamish Sandison reported that he bad advised David
$ os ho Miller on Warren Spencer's letter. Hamish Sandison
ae a ce NY was disappointed that ICL had not felt able to remain
AS closer to the ADR procedure set out in Clause 807 the
So & Related Agreements. Tt was Hamish Sandison’s
< Ky . understanding at the last CNT that the parties would use
nw the ADR procedure subject to any necessary
amendments which could be agreed between the parties.
Instead, Warren Spencer’s letter had suggested a
Ce radically different approach using arbitration. This
would be based on the Arbitration Act and, therefore,
Ne there would be many differences in the process.
For example, the decision could be subject to appeal
(whereas under the Related Agreements, the expert
determination would not be'subject to appeal). Clearly,
this would have an effect on the timetable.
There followed a discussion between Hamish Sandison,
Warren Spencer and Tony Oppenheim. It was agreed
that the dispute resolution procedure would proceed on
the following basis:
sson thi and report back to Tony (debs cto
progres ¢ inputs and rep Ly Court
Pat Kelsey
AM oe toe
i Hed)
,
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Agenda Comment Agreed Points
Item and Action
Points
. \There would be a panel of three and not one
arbitrators/experts. ;
+ UThe panel would be legally qualified.
. The decision of the panel would be binding and
* not subject to'appeal. = &-
. The panel would be provided with a fixed end a \P o)
‘date for it to provide their decision. a) Ww ? et
° ACL will cover the costs of carrying out the work ape OF ar ee ont i
pending the resolution of the panel, subject to oe 7 OK
POCL agreeing to pay back the costs with gt
interest in the event the decision went against ed wd
POCL.
. Work will continue whilst the panel is,
Considering the issue and coming to its decision.
. «The procedure would be based on Clause 807
with amendments agreed by the parties.
Warren Spencer said that ICL would prefer to use
arbitration procedures, for example, discovery. St
Wann Spencer will write to Hamish Sandison by the Warren Spencer (vy. - ¥
end of Wednesday 27 May setting out his suggested dare I ue
amendments to the procedure in Clause 807 and the rans
reasons for the suggested amendments. Warren Spencer lev ie
will set out in this letter his agreement in principle to an wre :
end date, although he would not yet be able to provide an 2 port . gunor
actual end date. Warren Spencer will consider use of a ee
fixed period from the appointment of the last member of Lo ne bn
95X09"
the panel. eh” Ae
Keith Baines agreed to update Dave Miller on progress Keith Baines
made during this meeting.
Any Other Business
None
Next Meeting
2 pm - Wednesday 3 June at Bird & Bird
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