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Post Office Limited
ARC Committee Meeting
MINUTES OF A MEETING OF THE AUDIT, RISK AND COMPLIANCE COMMITTEE (THE
“COMMITTEE”) OF POST OFFICE LIMITED (THE “COMPANY” OR “POL”)) HELD ON
MONDAY, 29 JANUARY 2018 AT 20 FINSBURY SREET, LONDON EC2Y 9AQ AT 09.00AM
Present:
In Attendance:
Apologies:
Carla Stent
Richard Callard (RC)
Tim Franklin (TF)
Ken McCall (KM)
Tim Parker (TP)
Paula Vennells (PV)
Alisdair Cameron (AC)
Jane MacLeod (JM)
Nick Kennett (NK)
Ashish Singh (AS)
Micheal Passmore (MP)
Jane Fahey (JF)
Johann Appel (JA)
Peter McIver (PM)
Claire Johnson (CJ)
Amanda Bowe (AB)
Jules Harris (JH)
Rob Houghton (RH)
Sally Smith (SS)
Jules Harris (JH)
Richard Williams (RW)
Ben Foat (BF)
Mark Dixon (MD)
Julie Thomas (JT)
None
Chairman
Non-Executive Director
Independent Non-Executive Director
Senior Independent Director
Group Chairman
Group Chief Executive (CEO)
Chief Financial and Operations Officer
(CFOO)
Director, Legal Risk & Governance
Chief Executive Financial Services &
Telecommunications
Head of Risk
Group Financial Controller
Deputy Company Secretary
Senior Manager Internal Audit
Ernst & Young
Ernst & Young
Chairman, POMS ARC
Head of Information Protection & Assurance
Group Chief Information Officer
Head of Financial Crime
Head of Information Protection & Assurance
Senior Risk Manager
Legal Director
Head of Treasury, Tax and Insurance
DMB Programme Director
1. WELCOME AND CONFLICTS OF INTEREST
Item
(items 4,3-11.2)
(items 4.3-11.2)
(item 2.1)
(item 4.3)
(item 4.4)
(item 4.5)
(item 4.8)
(item 5)
(item 6)
(item 8.1)
(item 9.1)
ACTION
A quorum being present, the Chair opened the meeting. The Directors declared
that they had no conflicts of interest in the matters to be considered at the meeting
in accordance with the requirements of section 177 of the Companies Act 2006 and
the Company's Articles of Association.
AB joined the meeting by telephone.
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Post Office Limited
ARC Committee Meeting
2 POMS ARC REPORT
MINUTES OF THE MEETING HELD ON 23 NOVEMBER 2017, MATTERS
ARISING AND ACTIONS LIST
3.1 The minutes of the meeting held on 23 November 2017 were approved and
authorised for signature by the Chairman.
3.2 The actions status report was noted as accurate. There were no actions due which
had not been addressed in advance of the meeting or through the meeting papers.
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ARC Committee Meeting
4 MANAGEMENT OF KEY OPERATIONAL RISKS
Irrelevant
Classification of Group Litigation Costs
Following a request from the Board, the classification of spend
associated with Group litigation was being reviewed with EY. Litigation
had traditionally been accounted for as an operating cost and charged
to EBITDAS. However, the view of the Board was that litigation was not
a cost of trading. The Chairman noted that the impact of any decision
in this area on both short and long term incentive plans would need to
be considered by the Company’s Remuneration Committee.
Separately, AC advised that he was working to ensure that any off-balance sheet
financing was reported as transparently as possible.
PV, TP and JH joined the meeting.
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Irrelevant
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RH left the meeting. SS joined the meeting.
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Irrelevant
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BF joined the meeting.
7. DEEP DIVE
Irrelevant I
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(b) Litigation
As a result of the Postmaster litigation, the recovery of agent losses and
prosecutions have become significantly more challenging, thereby
increasing the risk that the deterrent effect of such recovery actions or
prosecutions will be diminished. However, AC advised that more targeted
audits had resulted in issues being identified earlier. As a result, agent
losses had stabilised during Q3 2017/18. In response to a query from KM
as to where agent losses figures should be reported, AC advised that they
were covered in detail in the Conduct Report which would be presented
at the March 2018 Board meeting. The Chairman advised that she was
happy for the figures to be reported wherever thought appropriate, so
long as they were reported.
BF left the meeting. MD joined the meeting.
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Irrelevant
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11.2 There being no further business the Chairman declared the meeting closed at
11:00am.
Chair
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