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POST OFFICE LIMITED BOARD MEETING
Strictly Confidential and Subject to Legal Privilege -DO NOT FORWARD
MINUTES OF AN ADDITIONAL MEETING VIA TELEPHONE OF THE BOARD OF DIRECTORS OF POST OFFICE LIMITED HELD
ON THURSDAY 3 OCTOBER 2019 AT 20 FINSBURY STREET, LONDON EC2Y 9AQ AT 4.00 PM REGARDING DISCLOSURES
RELATED TO THE GROUP LITIGATION HORIZON TRIAL
Present: Tim Parker Chairman (TP)
Nick Read Chief Executive Officer (NR)
Alisdair Cameron Chief Finance & Operations Officer (AC)
Tom Cooper Non-Executive Director (TC)
Tim Franklin Non-Executive Director (TF)
Carla Stent Non-Executive Director (CS)
In attendance: Ben Foat General Counsel (BF)
Kenneth Garvey Head of Legal - IT & Procurement (KG)
Rodric Williams Head of Legal - DR & Brand (RW)
Alan Watts Partner, Herbert Smith Freehills (AW)
Catherine Emanuel Associate, Herbert Smith Freehills (CE)
Richard Watson General Counsel, UKGI
Tom Aldred Executive Director, UKGI I
David Parry Senior Assistant Company Secretary (DP)
Apologies: Ken McCall Senior Independent Director
Action I
1. Welcome and Conflicts of Interest
A quorum being present, the Chairman 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.
2. Purpose of the meeting
BF advised the meeting was convened to discuss recent developments regarding a
disclosure incident that had arisen in respect of the GLO proceedings and to advise the
Board of the mitigating actions in place.
The Board was asked to note the incident and approve the approach in the next steps.
3. The Disclosure Incident
34 BF explained that as part of the GLO Horizon trial, Fujitsu (FJ) had previously provided
“Known Error Logs”, which list known issues in Horizon and provide work arounds and
fixes for helpline staff, and that previous versions had been overwritten and no longer
existed. POL had relied upon this information when completing the Electronic
Statement and had subsequently disclosed this information to the Claimants in
December 2017.
3.2 Recently however, FJ had advised POL that the overwritten versions did exist.
Consequently POL’s scope of disclosure provided was inaccurate which raised two
issues:
* Concealment and Procedural Breach ~ POL’s creditability and approach to
managing litigation is likely to be criticised ~ POL had previously been accused of
concealment.
* Potential Impact to the Court’s findings — whether the volume of KELs (unknown
at present) could cause experts to change their evidence and/or impact of the
case before the Court. The Claimants had previously advanced a case theory of
“tip of the iceberg” i.e. that POL was unaware of all errors and that more existed.
It was noted that alternatively, the release of the previous KELs may not impact the
evidence or substance of the matter before Court. However BF was unable to advise
further on this until the KELs had been disclosed by FJ and reviewed accordingly.
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POST OFFICE LIMITED BOARD MEETING
Strictly Confidential and Subject to Legal Privilege - DO NOT FORWARD
Next Steps
BF requested the Board to note and approve the following steps:
© To notify the claimants solicitors and the Court of the error advising that this was
due to incorrect information provided by FJ. This has been completed.
* Torequest an ETA from FJ regarding receipt of the KELs now located and to
request POL’s CEO to escalate this on a reserved rights basis. POL would remind
F) of their ongoing obligation in respect of Court Case Support Services and a
follow-up letter would be sent to FJ reserving POL’s legal rights in respect of this
incident.
* To analyse the KELs and understand whether they will affect the evidence
previously presented at Court.
© Court may be reconvened to seek further evidence from the experts as to whether
the previous KELs could affect the evidence previously provided. POL may be I
liable for both sides’ costs in that event. I
© The Horizon Contingency team would review and factor into their contingency
plans any potential adverse comments that may be made by Fraser J following this
issue.
© —UKGI and the Board would be regularly updated. The Communications team had
been alerted to the issue and a statement would be prepared as appropriate.
© Toascertain any lessons learned particularly around the controls in place to
provide assurance of information provided by FJ.
The following comments were noted:
© TF—considering the volume of potential errors, was the material impact known
and what was the position with regards to POL’s insurance? BF advised that the
impact at present was unknown (until the KELs had been analysed) and that the
position regarding insurance would be reviewed.
Action:
Action: I
Board/Ex
ecutive
Action:
TC— did the newly found KELs contain bugs/errors not previously known about?
RW and BF advised this was possible, but was unknown at present until a review
of the KELs had been completed.
* TC—could court be reconvened and what was the ETA for receiving the KELs from
FJ? Yes Court could be reconvened which may delay the Horizon judgment. There
was no ETA at present from FJ for receipt of the KELs, but we would escalate to
NR/ CEO if disclosure was not made in a reasonable time (previously noting that it
is not as simple as lift and dropping a file into an email).
* NR thought it odd that FJ had suddenly found the KELs but would chase
accordingly for these.
* RWAsought assurance that the claimants had been made aware that previous
versions of the KELs had been overwritten and of Herbert Smith Freehills opinion action: I
on how this matter was being dealt with. BF advised that the claimants were BF
aware that previous versions of the KELs had been overwritten as that was set out
in the Electronic Disclosure Questionnaire (because FJ had previously confirmed
that as being the case) and that the team (consisting of Womble Bond Dickinson,
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POST OFFICE LIMITED BOARD MEETING
Strictly Confidential and Subject to Legal Privilege - DO NOT FORWARD
Herbert Smith Freehills, POL’s ClO and Internal Lawyers) were working together to
fully manage the issues.
* AW advised that whilst it was difficult to hear, the team had been transparent in
their dealings surrounding this issue and had followed all the correct legal
procedures required.
* ACadvised that he believed it was appropriate for an audit to be completed of FJ’s
disclosures. The Board AGREED this was entirely appropriate.
¢ TP—he recognised that these issues can and do occur. He fully agreed with the
next steps proposed but reminded the Board/Legal team of managing these issues
in the right way and of being transparent. Whilst not happy with the current
circumstances, he was happy with the mitigating actions taken to date.
The Board AGREED the proposed next steps and thanked BF and the legal
team/Executive for their prompt actions. The Board and UKGI would be continually
updated.
ACTIONS:
*¢ To review Insurance position.
* APOLCEO to FJ CEO conversation to take place and followed by a reservation
of rights letter. (Legal to provide both script and letter.)
* —Toconsider management controls in place with FJ.
¢ To audit FJ’s disclosures.
* The Board and UKGI to be continually updated and to be advised of ETA for
the KELs.
* To consider broader outsourcing arrangements at a later date.
Date of next meeting
29 October 2019.
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