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From: Munby, Sarah (BEIS)[/O=EXCHANGELABS/OU=EXCHANGE
ADMINISTRATIVE GROUP
(FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=E997244C0A8 14AC2962DA4097
OEFFOEC-MUNBY, SARA]
Sent: Thur 27/08/2020 10:47:35 AM (UTC)
To: Creswell, Carl (Profe I Bi Services, Retail & Post
‘Cooper, Tom -
. . Richard -
UKGIl GRO
Donald, Charlés = UKGI
Ce: Permanent Secretary} RO ene
Subject: RE: Highly confidential. POL Litigation/Governance
OFFICIAL-SENSITIVE
Am in same camp as Richard that we will want to probe — was the advice “this looks all ok so you
don’t need to feel you need to share it with the Board” or was it genuinely “legally you shouldn’t
share this with the Board”. And in either case why wasn’t it challenged.
ional Business Services, Retail & Post Directorate)
“Sent: 27 August 2020 1
To: Cooper, Tom - UKGI Watson, Richard - UKGI
‘Donald, Charles - UKGI
ermanent Secretar
Subject: RE: Highly confidential. POL Litigation/Governance
OFFICIAL-SENSITIVE
Sounds very sensible, Tom. I know that Sarah may not be able to make it given the
pressures on her diary, but I can always update her separately if that is the case.
Many thanks,
Carl
de Carl Creswell
a Director, Professional & Business Services, Retail and Post
Department for Te GRO I
Des: ey Orchard 2, 1 Victoria Street, London SW1H OET
naustrial rategy www.gov.uk/beis I https://twitter.com/beisqovuk
From: Cooper, Tom - UKGI €
Sent: 27 August 2020 10:28
To: Watson, Richard - UKGI
“I Mark Russell
Munby, Sarah
(BEIS) + reswell, Carl (Professional Business Services, Retail & Post
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Directorate) i
Subject: RE: Highly igation/Governance
Richard - I don’t see how, even with rose coloured specs on, anyone would see a green light in the
QC’s report, although it’s possible that is how it was presented to Tim given way it was described to
the Minister in the letter he wrote updating her on progress.
Unless others disagree, I’Il ask Lily to set up a call as suggested by Richard.
Tom
From: Watson, Richard - UKG
Sent: 27 August 2020 09:30
oper, Tom - UKGI
ighly confidential. POL Litigation/Governance
Subject: RE:
Thanks Tom
I think a further discussion would be helpful.
In terms of Tim’s explanation of why he did not disclose the advice to the board clearly the QCs
report was confidential and legally privileged but that in itself does not explain why it should not be
disclosed to the board. There is no risk of a company’s legal privilege being lost or confidentiality
being breached simply by legal advice it has received being disclosed to the board. So I am really
struggling to understand why Jane Macleod gave that advice.
At the risk of coming at this with the great benefit of hindsight I would like to think that if a company
Chair was told by the company’s general counsel that they should not disclose something to the
board because of confidentiality and/or legal privilege concerns they would strongly challenge that
advice if they otherwise felt that the board should be aware. There might be cases where, for
example, individual board members were conflicted (or perhaps implicated) which might be a reason
not to share something with them but the general principle is, as you know, that the board acts
collectively.
I wonder if what actually happened in this case is that Tim was comforted by the QC’s report (which
he read as effectively giving a green light to everything POL had done) and together with the advice
Jane gave him and the fact of the litigation he came to the view that there was no need to share the
QC’s report with the board.
Kind regards
Richard
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Richard Watson I General Counsel
UK Government Investments
From: Russell, Mark - UKGI
Sent: 26 August 2020 11:32
Hi °
lunby, Sarah (BEIS) GRO “Creswell, Carl
il & Post Directorate)
(Professional Bi
Richard - UKGI!
Subject: RE: Highly confidential. POL Litigation/Governance
Thanks, Tom.
This has parallels to Magnox where the board relied heavily on internal legal counsel and
didn’t commission second opinions.
If we are considering what action, if any, is taken against Tim then don’t we/BEIS need a view
in addition to the SID — probably a legal view? Was it reasonable, at the time, for Tim to rely
solely on Jane’s guidance?
Richard W is probably best qualified to opine!
From: Cooper, Tom - UKGI ‘7
Sent: 26 August 2020 10:17
To: Donald, Charles - UKG!
‘arl (Professional Business Services, Retail & Post
ussell, Mark - UKGI
~ Watson,
Richard - UKGI+ }
Subject: Highly confidential. POL Litigation/Governance
An update on our previous discussions about Tim Parker's role in commissioning, and following up on,
the QC’s recommendations that were made shortly after Tim was appointed Chairman of POL.
Since we last spoke:
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* The Board received an update on the Herbert Smith report looking at the key events and
decisions regarding Horizon. While there is more detail and it remains in draft, the account of
what happened has not changed materially
* The NEDs met to discuss the report on 28 July. Tim was asked about the QC’s report and why
it wasn’t discussed with or disclosed to the Board. Tim said that he was guided by Jane
Macleod, the company’s counsel at the time, who gave advice that the document needed to be
kept confidential because of the upcoming litigation and also raised privilege issue. He said he
relied on this advice.
* I have spoken to Ken McCall, POL’s SID, and Carla Stent, who is the other NED who was on
the Board at the time. Ken has yet to finally conclude on this but his current view is that the
legal advice was flawed and Tim made an error of judgement in relying on the advice. But in
Ken’s view it would be unfair to sanction Tim given he was relying on legal advice.
* In terms of next steps, Ken plans to speak to Carla and possibly some of the other NEDs. He
would be willing to report in to BEIS on his findings if we want his views formally.
Please let me have your thoughts on this. I should mention that if BEIS wants to take a different view
and take some action, the window for doing so is closing. The review into Horizon lessons learned
(which will include an account of the past actions of the management, Board and shareholder) will
probably be announced in September. Once that is underway, I expect it will be difficult to make any
unscheduled changes to the Board as we found with NDA.
Tom
Tom Cooper
Director
UK Government Investments
1 Victoria Street I London I SW1H OET
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