FUJ00117331 - Pathway Group Ltd Agenda and Director Report for Meeting on 25 April 1996

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PATHWAY GROUP LIMITED

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MEETING OF THE BOARD OF DIRECTORS

TO BE HELD ON THURSDAY 25TH APRIL 1996

aT

ICL, FOREST ROAD, FELTHAM, MIDDLESEX, TW13 7EJ

AT 8.30 A.M.

AGENDA

Minutes of Meeting 15 March 1996
(Previously circulated)

Matters Arising

Transfer of Shares

Draft Statutory counts
(To follow) ~ Y Be ckeol

Managing Director’s Report
(Attached)

Financial Director's Report
(To follow)

Sales Update
Programme Plans
Any Other Business

Date of Next Meeting:
Wednesday, 22nd May 1996

Secretary

A E Oppenheim/
Secretary

J H Bennett

A E Oppenheim

J A Jones

T P Austin
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STATUTORY ACCOUNTS

The draft Statutory Report and Accounts for the period from
incorporation. of the Company (19/1/95) to 31/12/95 are attached.

These need not be filed with the Registrar of Companies until

31 October, but it is possible that the potential customer may
wish to see a set of accounts (even though the company does not
trade and there are no entries in the books beyond £100 in issued
share capital). Consequently the Board are asked to approve these
(delegating any one Director the power to make any necessary
changes eg arising from the auditors) then authorise any one
Director to sign the accounts, and the Secretary to sign the
Directors’ Report and convene the Annual General Meeting once the
auditors have signed the accounts.
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Pathway Group Limited (formerly Maidhaven Limited)

Directors’ Report and Accounts

Period ended 31 December 1995

Registered No. 03011561

Status: Draft 15 April 1996 - Including RF Scott data
Pathway Group Limited (formerly Maidhaven Limited

Directors’ Report for the period ended 31 December 1995

The directors present their report rogether with the audited financial statements of the company
for the period ended 31 December 1995.

Principal Activities

The company was incorporated on 19 January 1995 as Maidhaven Limited and.its name was
changed ‘to Pathway Group Limited on 6 April 1995. It has not yet commenced trading.

The two subscriber shares were transferred to International Computers Limited (ICL) on 12
April 1995. On 15 June 1995 47 new shares were issued to ICL, 36 new shares to Girobank Pic
and 15 new shares to De La Rue ple.

The company has been established to seek a contract with Post Office Counters Limited and the
Benefits Agency of the Department of Social Security to bring automation to Benefits Agency

payments and other Post Office transactions.

After the end of che period, on 29 February 1996, an-invitation to tender for this contract was
issued ro'the company. Tenders were submitted on 21 March 1996

On 29 March 1996, De La Rue ple agreed to’sell its shares in the company:to ICL and on 2 April
1996, Girobank Plé agreed to sell its shares in'the company to ICL. :

Results and Transfer to Reserves

The company has not commenced trading and there was no profit ot loss nor any recognised
gains or losses for the period.

Fixed Assets

Fixed assets are dealt with in note 2 to the financial statements.

Directors and Directors’ Interests

The directors of che company who.served during the period were as follows:

Sir Michael Butler (appointed 9 June 1995) (Chairman)
JH Bennett (appointed 9 June 1995)

‘AE Oppenheim (appointed 15 June 1995)

TK Todd (appointed 28 February 1995) (Deputy Chairman)

J White (appointed 9 June 1995) (Non-executive)

SS Jones (appointed 9 June 1995, resigned 8 September 1995) (Non-executive)
RL Banks (appointed 8 September 1995) (Non-executive)

TJ Reynolds (appointed 17 July 1995) (Non-executive)

RE Scott (appointed 28 February 1995, resigned 9 June 1995)

Waterlow Nomiriees Led.(appointed 19 January 1995, resigned 28 February 1995)

After the.end of the period, on 15 March 1996, Mr M’Murphy was appointed to-the Boafd.

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Statement of Directors’ Respon: Ss

The directors are required by the Companies Act 1985 to prepare financial statements on the
going concern basis, unless it is inappropriate to do so, for each financial year which give a true
and fair view of the state of affairs of the company as at the-end of the financial year and of the
profit or loss for the financial year.

The directors consider that in preparing the financial statements on pages [ to ],

the company has used appropriate accounting policies, consistently applied and supported by
reasonable and prudent judgements and estimates, and that all accounting standards which they
consider to be applicable have been followed.

The directors have responsibility for ensuring that the company keeps accounting records which
disclose with reasonable accuracy the financial position of the company and which enable them
to ensure that the financial statements comply with the Companies Act 1985.

The directors have general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the company and to prevent and detect:fraud and other irregularities.

Political and Charitable Donations

The company made no charitable or political donations during the period.

Auditors

Price Waterhouse have indicated their willingness to continue as auditors of the company anda

resolution proposing their re-appointment will be put to the annual general meeting.

By order of the Board

RF Scott Registered office:
Secretary 1 High Street
Putney

(Date ] London SW15 15W.

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Pathway Group Limited (formerly Maidhaven Limited)

Balance Sheet as at 31 December. 1995

Fixed Assets
Investments

Current Assets
Cash at bank and in hand

Creditors - falling due within one year

Net Current Assets

Total Assets less Current Liabilities

Capital and Reserves
Called up Share Capital

Total Sharcholders' Funds

The directors have taken advantage of the special exemptions conferred by Schedule.8 to the
Companies Act 1985 applicable to small companies in the preparation of the accounts and

Notes

1995

100

100

100

100

have done so on the grounds that, in their opinion, the company is entitled to those exemptions.

Approved by the Board of Directors on [ ] 1996
and signed on its behalf:by:

Director

The notes on pages[ to I form part of these accounts

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Pathwav Group Limited (formerly Maidhaven Limited)

Reconciliation of movements in Shareholders’
Funds for the Period ended 31 December 1995.

New shares issued
Net addition to shareholders’ funds

Opening. Shareholders’ Funds
Closing Shareholders’ Funds

1995

100

100

100

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Pathway Group Limited (formerly Maidhaven Limited)

Notes to the Accounts for the period ended 31 December 1995

1.__ Accounting Policies

Basis of Preparation

The financial statements of the company have been prepared.under the historical cost convention
in accordance with the Companies Act 1985 and-applicable accounting standards, except that the
company has taken advantage of the exemption in Financial Reporting Standard No. 1 from
producing a cash flow statement on the grounds that it is a small company.

Consolidation

The company has taken advantage of the exemption in the-Companies Act 1985 not to prepare
group accounts on the grounds that the company and its subsidiary is a small group. These financial
statements present information about the company as an individual undertaking and not as a'group.

Shares in subsidiary company

The company’s investment in a wholly owned subsidiary company-is valued in the company" financial
statements.at cost less any amount written off for permanent diminution‘in value.

Fixed Asset Investment

1995
£
Investment in subsidiary undertaking 1
The investment relates to the company’s 100% holding of the ordinary share capital
of Pathway 2000 Limited, a dormant-company registered in England and Wales.
3. Creditors - amounts falling-due within one year
1995

Amount due to'stibsidiary undertaking : 1

Share Capi

1995

Authorised: £
Shares of £1 each 1,000
1995 1995

Allorted, called up and fully paid: No. £
Shares of £1 each 100 100

ctors' Interests

None of the directors had any interest in the capital of the company either on appointment
or on 31 December 1995.
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PATHWAY GROUP LTD

TO: Pathway Board Members FROM: J.H. Bennett - FEL 01

cc: R.F. Scott Ref : jhb/Apr.96/210

Tel :

Date: 18th April 1996

SUBJECT: Managing Directors Report
Board Meeting 25th April 1996

1. INTRODUCTION

An update report on the Pathway tender was issued to the
Board on the 9th April 1996. For convenience, a copy is
attached.

2. NEW ITT

Following the Core Negotiating Team meeting on the 12th
April, we have now received the request to re-tender. This
was issued following a meeting of the sponsors on the 16th
April and is due for reply by 10.00am on Monday 22nd April.

The elements of the Pathway price amendment proposal which
have been accepted by the programme include the following:

Monthly payment terms.

An extension to contract life.

A modest reduction in the total counter

population.

iv. The removal of the need for the service provider
to provide Storage and Retrieval for .receipts.

ve Acceptance of a more simplified mechanism for POCL

documentation

vi. An acceptance of a more limited scheme of issuing

pick up notices.

In cost impact terms this means something over half of our
ideas have now been accepted and this is very encouraging.

However this re-tender is not without risk, particularly
when the instructions to tenderers states "You should feel
free to vary any other aspect of your original tender,
whether or not such variations were discussed with the
authorities during the repricing negotiations". This in
many ways opens the door to any major repricing a_ service
provider may wish to make. It is generally well known in
the marketplace that Pathway’s was the best priced on the
table so far, so this may well stimulate more competition.

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The strong advice we are getting from the programme is to
make our re-tender compliant against the new terms now
issued. These terms themselves have adopted a large number
of our amendments made in our variant bid of the 21st March.
They have not however met us in all aspects and the key
decision for Pathway is how far to go along this road.

3. PATHWAY’S SUB-CONTRACTS

Very good progress has been made overall on this subject
this month and in all cases we now have either signed sub-
contracts or agreed terms and conditions. These will be
activated as soon as an award is made.

Work with the EDSC resources has moved ahead very quickly
and Escher have been running in Boston a training -programme
for our key people, followed up by a two week practical
workshop during which actual code and work will begin.
Progress on this is being very positive from all sides.

We have also run our monthly Suppliers Forum which currently
we use as a main focus for communication to all our sub-

contractors. This is well received by the community at
large and give us an excellent platform to communicate the
overall picture. After award has been placed, then I see

this Forum taking even greater importance as we drive all
our work to meet key milestones.

4. I PATHWAY ORGANISATION

Following the decision by the shareholders for Pathway to
become a totally owned ICL subsidiary, I have reviewed all
the resources within Pathway and have agreed with Girobank
the timing of all the secondments and how long they should
continue. As a result a number of staff will finish by the
end of April and May, and as it stands at the moment all
staff will have returned to the Bank by the end of the year.

5. SUMMARY OF KEY POINTS

Careful ‘submission of a re-tender.

Rapid competence building in the EDSC facility.
Building up key resources and planning such that
Pathway hits the street running after an award
decision.

John Bennett

Attachment:
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Pathway MEMO
To: Pathway Board From: Tony Oppenheim
FEL 01
Tel: I H
ITD: i H
Mobile

Date: 23rd April 1996

Finance Director’s report - April 1996

Highlights

Good:

*

ee

Pathway restructuring accomplished to meet customer
requirement

Strong indications that we were competitively priced following
the first Tender - albeit above Budget

Retender substantially on our terms - compliantly

Our timetable adopted as the compliant standard for all three
bidders, we believe

No surprises in the second ITT, which invited straightforward
confirmation of the changes discussed after the first Tender
Good progress on sub-contracts

Resourcing and competence ramping up in anticipation of award
Full planning and control processes becoming established

No degradation of Business Case

Not so good:

*

*

Work still to do on financing, reflecting the new
circumstances

Tight deadlines on functional spec. and acceptance criteria
Counter equipment definition not entirely stable

ISDN boards still undergoing change

Timetable

The Procurement team appear confident that award will be made mid-
May despite the second iteration of tender.
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We will then run a number of activities in parallel:

° agree functional specs by end June, then go on to finalise the
Release strategy, Service Definitions and Acceptance criteria
- and tie up any other loose ends (eg. exact counter equipment
spec.) - within 90 days of award;

° prepare for limited go live in September (Beta site);

° ramp up the detailed integration and test of all end-to-end
components (function and stress tests) prior to User
Acceptance Tests in Ql;

° complete the setting up of Pathway as a business;

° complete financing arrangements (see below).

The target start date for commencement of roll out remains July
1997, completing December 1998 for counters and July 1999 for
cards.

The end date for the contract has been extended from July 2004 to
February 2005 - a factor which has been taken into account in the
repricing.

Customer negotiations

The majority of the changes we made in the Variant bid were
accepted by the customer following protracted further negotiation.
Substantive fault remains, but given all the other changes, is now
confined to serious and medium severity faults regarding stated
requirements not satisfactorily met. Requirements continue to have
precedence over Service Definition unless amended by change
control, but this is something we should be able to manage.

Notably, the customer has accepted our proposed timetable with
respect to agreement of functional specs by end June, release
strategy and UAT starting January 1997. We understand that it has
been stated as the re-ITT timetable requirement for all three
potential service providers. This is a major coup and helps us
greatly.

Against a backcloth of requirements creep and consequent increase
in price as compared with the Indicative Costings provided as part
of the June Proposal, we put forward a shopping list of savings for
the procurement team to take back to sponsors. These totalled some
£30m per annum in potential savings to them (but with no adverse
effect on our Business Case). Of these, the Re-ITT confirmed take-
up of roughly two thirds.

Taken together, a very satisfactory outcome compared with where we
were before Christmas, enabling us to re-tender on a compliant
basis.
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Punding

The restructuring of Pathway has caused us to have to revisit the
financing strategy.

Credit Suisse have withdrawn. ‘Toronto Dominion remain a possible.

We are now looking to lease finance (partly for ICL tax reasons,
partly for balance sheet reasons) rather than senior debt. That
calls for at least one major UK bank with tax capacity to be
included in the syndicate. In addition, we want a major Japanese
bank who will take comfort from ICL’s Fujitsu connection. A
European or North American major would round out the profile and
ease the task of selling down to smaller banks across a wide
spectrum.

The target composition for the lead players is probably three banks
drawn from:

- one UK clearer - Barclays, Royal Bank of Scotland?

- one Japanese bank - Bank of Tokyo-Mitsubishi?

- one European bank - Societe Generale, BHB?

- one North American bank - Citibank, Toronto Dominion?

ICL Treasury are now leading the search activity based on ICL’s
relationship bank community, with Hambros still leading on the
wider community.

The financing will be full recourse to ICL during the design and
build phase (up to steady state), with a switch to limited recourse
from that point. This will be. defined by reference to a detailed
set of performance and financial criteria to be agreed up-front,
probably requiring an amount of preliminary due diligence on our
solution by independent consultants acting on behalf of the banks
(the final due diligence being to certify satisfactory conversion
to steady state).

Pricing and Business Case

The Scorecard methodology, including discounts for volume by year
and differing guarantee levels by service element, has been
carefully modelled and integrated into the Business Case model.
[The combined set, including sub-contract data and performance
penalty model, now fills four diskettes....].

It has therefore been possible to reliably and quickly assess the
effects of possible changes to payment profiles, levels of
requirement or extension of contract. More importantly, we could
select the best combination of price parameters to ensure that the
impact of each change on the Business Case at the individual
service element level was either neutral or marginally positive.
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At the same time, the latest cost predictions from Terry Austin’s
group have been factored in. These had a small negative effect on
the Business Case (costs exceeded what I had previously assumed,
but not by much). The negative impact has been exactly offset by
the marginal improvements from the repricing.

Risk

On both risk registers, one customer, one our own, the update is
all positive.

The end position prior to closing for ITT on the customer register
was that we had almost a completely clean bill of health. Only
four B2 risks remain (all associated with fraud and reflecting our
resistance to accepting uncontrollable fraud risk transfer), and
three B3s. This was a superb achievement on the part of the full
team, and means that we went into the evaluation with minimal
handicapping (better than the competition, we believe).

On our own risk register, the position has also improved
significantly, albeit we have plenty of demanding work ahead of us.
In particular, excellent progress has been made on the technical/
programmes front with Escher, Oracle and the European Development
and Support Centre (EDSC): we are now in good shape on the major
components.

The only components worth noting for risk currently are:

- counter terminal configuration still fluid
- ISDN card not yet to spec
- MIS approach/spec not yet agreed.

Actions are in hand on all. three.

Manpower and Costs

Plans are now being reviewed at the detailed programme plan level
on at least a monthly basis, in terms both of output to timescales
and cost inputs.

Cost inputs are expressed in work breakdown structure terms
(operating spend and capital spend). They drive the manpower plans
and the cost budgets/forecasts by department. These are then
reflected into the Business Model.

A separate report describes the spend contemplated this year and

during the first six months of 1997 - showing that a rapid and
significant ramp up of spend has already started.

Tony Oppenheim
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THE PATHWAY SOLUTION

<<>>

Card Paymea A
Masagemest Management S
7 ao ke
‘
‘ ‘ Help Automated
+ I CMS $4 PAS $] OBCS Desks Pa

Pathway-

Transaction
Information

TP!)

Inventory
Management Central Services
m™ Layer

Backbone Network

Slide 12
Risk Analysis
Top 10

Business requirements unclear or not agreed?
End to end technical design issues?
Change/configuration management inadequate?
Risk management comprehensive?

No acceptance criteria

External interfaces inadequately defined?
Invalid performance assumptions?

Software quality below standard?

unforeseen roll-out problems?

Ooooooodoao

Pathway-

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Slide 9
Programme Cumulative
Expenditure

LGU EF EAL GaSts

Pathway-

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Side 2?
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Pathway-

Headcount

120

8}9A09 HES

Side 23

To: Terry Austin
From: John McIntosh
Subject: Programmes Recruitment Activity, March-April 1996

Date: 24th April 1996

New Joiners:

Programmes Office: Assistant Planner: lan Thompson
Planning Support: Josie Lee

Technical: Technical Manager: Alan Ward
Objects Analyst: Chris Plunkett
Process Engineer: John Newitt

Development: Development Manager: Dick Long
Technical Author: Janet Dore
Escher Communication: Christine Neiras

Integ. and Test: Test Analyst: Chris Pibworth
Test Analyst: Duncan Smith

Implementation: — Systems Support Manager: Brian Ford

On offer: EDSC Manager, Nick Peach
Tech Specialist, EDSC, Richard Robinson
Developer, John Warwick
Configuration Manager, (TBA - Enterprise Technology)
Planner, Mark Hayman

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Programmes Organisation Chart

Programme Director
(Terry Austin)

Programme Office Manager

Deputy Director
(Barrie Vaughan)

(2D)

2

(627)

Technical Manager
(Alan Ward)

Technical Author
Object Analyst

Modelling Analyst
Systems Management

Designers

Development Manager
(Richard Long)

EDSC

Oracle Devevelopment
CFM Development

Alps & Singapore Support

Riposte Support

Testing & Integration Manager

(fan Honnor)

Testing. Processes
Configuration Management
Solution Centre

User Acceptance

Script Writing/Testing

Implementation Manager

(Barrie Davies)

Counter Roll-Out
Hardware Installation
Training

Change Management

Internal Support/Maintenance

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Current Focus

Q Detailed Programme Plan
O Finance & Manpower Resources
Limited Go Live (Pre-Release)

Q Post Award
- Functional Specification
- Usability Trials
- Acceptance Criteria

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Pathway,

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Live Trial

J& System Test (Release 2) Roll Out Card Benefits (to

WAY Integration Test (Rel:

16 Weeks Dev & Test 416 We UAT
4 ils i

auspocta Tate

Final Risk Register

Pathway-

Scalability
Volume foreign encashments
Requirements

Category I No. of Risks Description
A 0
Bl 0
IB2 a) Fraud Risk Management
2 __I Card technology & payments
B3 2 Escher
1 Technical solution
1 OBCS requirement
C 1 Pathway definition
1 Generic functions
1
1
5

-]
°
s
I
I
ra
N

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jsm/powerpow

Slide 1
Key Risks

Q) Commercial
Q) Business volumes - mostly POCL
Q) Fraud control
Q) Risk management & contingency

QO) Technical
Q) Business requirements understanding
Q) End to end design / scalability
Q) End to end security

QO) Development
Q) External interfaces
Q) Performance assumptions
Q) Software quality
QO) Change / configuration management

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Pathway-

Slide 3
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Pathway-
Key Risks

() Programme
QO) Achievement of timetable
C) Acceptance criteria
Q) Roll-out problems
Q) Change / configuration management

() Operations

Q) Sub-contract performance
Q) Performance to SLA’s
Q) System acceptability to users

Risk Process & Analysis

QC) Under development - 30/4/96

Q) Risk Analysis underway - 17/5/96
Q Mitigation plans

Q) Contingency

Q Escalation to Keith Todd

QO) Pathway Risk Review - 23/5/96

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Pathway-

jstwpowerpnis
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wer
Thu 11 Apr, 1996 09:45 mailbox dpb/mail/standard Page 1
DATE FROM SUBJECT CODES
10/04/96 J.H.Bennett UPDATE ON PATHWAY TENDER [Printed ]
Intended: , R.F.Scott
- Sent: 10/04/96 at 11:21 Delivered: 10/04/96 at 11:23
To: Richard Banks,Sir Michael Butler,A.E.Oppenheim,Terry Reynolds +
Ce: J.A.Jones
Ref: 13287
From: J.H.Bennett Auth by:
Subject: UPDATE ON PATHWAY TENDER
Text: PSA
sority: Normal SEE PAGE Attachments [ 1]

Reply Request [ ] : View Acknowledge [ ] Codes [Printed ]

FUJ00117331

FUJ00117331

PATHWAY GROUP LTD

TO: Pathway Board of Directors FROM: J.H. Bennett - FEL 01

CC: Tony Oppenheim
John Jones

Ref : jhb/202

SUBJECT: UPDATE ON PATHWAY TENDER

Since our two Tenders were. submitted on 21 March the
progress has been as ‘follows:

1.

The compliant response has been disregarded and all
activity now centres on the main proposal which is a
variant bid.

We have received approximately 20 requests for
clarification. None of these have been too difficult
and all have been replied to within 24 hours.

We have, however, been asked to submit a price
amendment proposal. This applies to all three Service
Providers and is due to the fact that prices have
increased substantially since the proposals were
submitted in June 1995 together with indicative prices.

We ‘submitted on Thursday 4 April a response to this
request which also bridged in detail why our variant
prices were higher than the indicative prices.
Virtually all of this is due to increased requirements
coming from the two sponsors.

Perhaps more importantly we also suggested ways in
which the programme could reduce its annual costs.
The key components are:

i. modification to payment terms for paying in
advance.

ii.. an extension to the contract life of steady state
service.

iii. the programme purchasing the benefit cards when
issued.

‘iv. a re-definition of SLA penalties and their costs.

v. modification of maintenance cover to reflect
better value.

vi. transfer of fraud risk back to the programme
rather than with the Service Provider.

9 April 1996

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vii. looking for ways to reduce the total counter
population by approximately 8%.

viii.transfer of the paper, storage and retrieval
system back to the programme.

ix. a better way of handling POCL documentation.
x. a more efficient way of issuing pick-up notices.

All these possible areas will save the programme money
but none will bring about a discount on the core
services provided by Pathway.

6. Should the full package of changes above be accepted
then there is a slight improvement in Pathway's
internal rate of return.

7. Pathway has been asked to attend a further core
negotiating team (CNT) on Friday 12 April for a final
discussion on a price amendment proposal.

8. The overall reaction to the Pathway Tender and indeed
to the price amendments has been prompt and good. The
next key event is the Sponsors meeting on 16 April when
the intention is for a final recommendation to be made.

If anything changes significantly this week, I will issue a
further update.

Regards.

John Bennett
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PATHWAY GROUP LTD

TO: Pathway Board of Directors FROM: J.H. Bennett - FEL
01

Ref : jhb/202
CC: Tony Oppenheim .
John. Jones Tel 3

GRO I

Date: 9 April 1996

SUBJECT: UPDATE ON PATHWAY TENDER

Since our two Tenders were submitted on 21 March the
progress has been as follows:

1. The compliant response has been disregarded and all
activity now centres on the main proposal which is a
variant bid.

2. We have received approximately 20 requests for
clarification. None of these have been too difficult
and all have been replied to within 24 hours.

3. We have, however, been asked to submit a price
amendment proposal. This applies to all three Sérvice
Providers and is due to the fact that prices have
increased substantially since the proposals were
submitted in June 1995 together with indicative prices.

4. We submitted on Thursday 4 April a response to this
request which also bridged in detail why our variant
prices were higher than the indicative prices.
Virtually all of this is due to increased requirements
coming from the two sponsors.

5. Perhaps more importantly we also suggested ways in
which the programme could reduce its annual costs.
The key components are:

i. modification to payment terms for paying in
advance.

ii. an extension to the contract life of steady state
service.

iii. the programme purchasing the benefit cards when
issued.
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iv. a re-definition of SLA penalties and their costs.

ve modification of maintenance cover to reflect
better value.

vi. transfer of fraud risk back to the programme
rather than with the Service Provider.

vii. looking for ways to reduce the total counter
population by approximately 8%.

viii.transfer of the paper, storage and retrieval
system back to the programme.

ix. a better way of handling POCL documentation.
x. a more efficient way of issuing pick-up notices.

All these possible areas will save the programme money
but none will bring about a discount on the core
services provided by Pathway.

6. Should the full package of changes above be accepted
then there is’ a slight improvement in Pathway’s
internal rate of return.

7. Pathway) has been asked to attend a further core
negotiating team (CNT) on Friday 12 April for a final
discussion on a price amendment proposal.

8. The overall reaction to the Pathway Tender and indeed
to the price amendments has been prompt and good. The
next key event is the Sponsors meeting on 16 April when
the intention is for a final recommendation to be made.

If anything changes significantly this week, I will issue a
further update.

Regards.

John Bennett