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ARC Committee Meeting
MINUTES OF A MEETING OF THE AUDIT, RISK AND COMPLIANCE COMMITTEE (THE
“COMMITTEE”) OF POST OFFICE LIMITED (THE “COMPANY”) HELD ON TUESDAY,
27 MARCH 2018 AT 20 FINSBURY SREET, LONDON EC2Y 9AQ AT 09.00AM
I
Present: Carla Stent Committee Chairman I
Richard Callard (RC) Non-Executive Director I
Tim Franklin (TF) Independent Non-Executive Director I
Ken McCall (KM) Senior Independent Director }
Item
In Tim Parker (TP) Group Chairman
Attendance: Tom Cooper (TC) UKGI, Incoming Non-Executive
Director
Paula Vennells (PV) Group Chief Executive (CEO)
Alisdair Cameron (AC) Chief Finance and Operations Officer
(CFOO) I
Jane MacLeod (JM) Director, Legal Risk and Governance
Sarah Koniarski (SK) Assistant Company Secretary
Ashish Singh (AS) Head of Risk
Johann Appel (JA) Senior Manager Internal Audit
Peter McIver (PM) Ernst & Young
Claire Johnson (CJ) Ernst & Young
Jonathan Hill (JH) Head if FS&T Risk and Regulation (Item 6.1)
Steve Ashton (SA) Chairman, Post Office Management (Item 3.1 via I
Services Limited conference I
call)
Rob Houghton (RH) Group Chief Information Officer (CIO) (Items 4.5,
4.6, 9.3 and
9.4)
Sally Smith (SS) Head of Financial Crime (Item 4.4)
Martin Kearsley (MK) Banking Director (Item 5.1)
Richard Williams (RW) Senior Risk Manager (Item 6.1)
Deana Herley (DH) Senior Assurance Manager (Item 6.1)
David Gemmell (DG) GDPR Programme Manager (Item 8.1) I
Chris Russell (CR) Senior Data Protection Officer (Item 8.1) I
Nicholas Spicer (NS) Payments Acceptance and Industry (Item 8.2)
Relations Manager I
Jules Harris (JH) Head of Information Protection & (Item 8.2)
Assurance
Apologies: Amanda Bowe Chairman, Post Office Management Services Limited
ARC Committee
1. WELCOME AND CONFLICTS OF INTEREST I
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.
SA joined the meeting by telephone.
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2. MINUTES, MATTERS ARISING AND ACTIONS LIST
The minutes of the meeting held on 29 January 2018 were approved and authorised
for signature by the Chairman subject to an amendment to record a supplementary
discussion under the Annual Legal Risk Report relating to State Aid and the I
relationship with the shareholder. I
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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7. EXTERNAL AUDIT I
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ovided an update on the audit work relating to the postmast
Horizon. PM explained that he had met with JM and AC to discuss the status of the
court proceedings. PM was also due to meet with JM and Andrew Parsons (Womble
Bond Dickinson) in late April to receive a further update and review the need for a
disclosure note. PM explained that to date, the claimants’ had not indicated the
amount of damages being sought and a formal state of claim was awaited. If a
statement of claim was received prior to the signing of the annual report and
accounts for the year ended March 2018, the Company would be required to
disclose the figure as a contingent liability. This disclosure would be accompanied
by a narrative to be drafted by JM and Womble Bond Dickinson for agreement by
the Company. PM clarified that the figure disclosed would not need to be provided
for because the Company would be making clear its intention to defend the matter.
The Committee understood that EY would also assess whether the statement of
claim affected its audit opinion and would prepare an emphasis of matter
referencing the contingent liability. At present, the amount of damages sought was
unquantified and PM would monitor the situation. JM added that there was a }
possibility that no indication of damages would be given until the forthcoming court
hearings had considered the construction of the contract and the operation of
Horizon.
DG and CR joined the meeting.
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