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POST OFFICE LIMITED BOARD MEETING
Strictly Confidential and Subject to Legal Privilege - DO NOT FORWARD
MINUTES OF A CCRC MEETING OF THE BOARD OF DIRECTORS OF POST OFFICE LIMITED HELD ON THURSDAY 07
JANUARY 2021 AT 20 FINSBURY STREET, LONDON EC2Y 9AQ BY CONFERENCE CALL AT 15.00 HRS*
Present:
Tim Parker
Ken McCall
Tom Cooper
Carla Stent
Zarin Patel
Lisa Harrington
Alisdair Cameron
Nick Read
In attendance:
Veronica Branton
Ben Foat
Rodric Williams
Richard Taylor
Declan Salter
Lucie Lambert
Alan Watts
Sir David Calvert-Smith
Zoe Johnson QC
Nick Vamos
Brian Altman QC
Radford Goodman
Apologies: N/A
Agenda Item
Chairman (TP)
Senior Independent Director (KM)
Non-Executive Director (TC)
Non-Executive Director (CS)
Non-Executive Director (ZP)
Non-Executive Director (LH)
Group Chief Finance Officer (AC)
Group Chief Executive (NR)
Company Secretary (VB)
Group General Counsel (BF)
Head of Legal - Dispute Resolution & Brand (RWI)
Group Corporate Affairs and Communications Director (RT)
Historical Matters Director (DS)
General Counsel - UKGI (LL)
Herbert Smith Freehills (AW) (Items 1. -5.)
QEB Hollis Whiteman (DCS) (Items 1. - 5.)
QEB Hollis Whiteman (Zi) (Items 1. - 5.)
Peters & Peters Solicitors LLP (NV) (Items 1.5.)
2 Bedford Row (BA) (Items 1. - 5.)
Norton Rose Fulbright (RG) (Item 6.)
Action
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. Minutes and Matters Arising
The Board APPROVED the minutes of the Board meeting to discuss the CCRC cases held on
10" December 2020.
The Board NOTED the action log.
1 participation in the meeting was entirely via Microsoft Teams from participants’ personal addresses. In such circumstances
the Company's Articles of Association (Article 64) require that the location of the meeting be deemed as the chairman's
location. However, it was not deemed appropriate to record personal addresses on the Company record. As such, the
Registered Office is recorded as the meeting location.
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POST OFFICE LIMITED BOARD MEETING
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Action:
Legal
Team/ VB
to include
ona future
agenda
Action:
counsel
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A number of points were raised, includin
.
The Shareholder had
been absolutely clear that POL should not be making de minimis payments for the HSS
at this juncture
© Tom Cooper reported that £15 approval would be required to
make HSS payments because of the requirements of Managing Public Money with its
approval requirements for any items which were novel or contentious. POL would face
funding uncertainty for some time. We had to consider commitments to BAU funding
items. BEIS could not commit to anything beyond the current financial year so we
would need to take assurance from the comfort letter. Carla Stent noted that there
was a danger of conflating two matters. We had commitments on a multi-year basis
but this was an issue we would face notwithstanding the HSS because we only had a
one-year funding settlement. Tom Cooper noted that this affected other bodies in the
public sector. Al Cameron reported that POL did not have many multi-year
commitments, although the SPM work was a clear exception to this but would need
BEIS approval in any case because the costs would exceed £50m. We would need to
determine whether any other work fell into this category. The letter of comfort would
need to be very different if we were not a Government owned company. Ken McCall
shared Carla Stent’s concerns and would like a paper on forecasted spend and what fell
in one-year increments to be provided for the 26'" January 2021 Board meeting. KM
noted that as a point of principle we should be clear that POL was not an arm’s length
body. POL’s directors sat on other boards so we had to understand the consequences
of approving multi-year spend when we only had a one-year funding settlement. We
could not sit on a board where we were in a grey area as to whether we had funding
for critical projects. We needed this resolved at least by the end of Q1 at the latest.
Lisa Harrington noted that she shared Carla Stent and Ken McCall’s concerns
Post Office by deferring spending that should be happening now and thought that we
might be imagining a problem that was greater than it actually was given Government's
support for POL. Tom Cooper noted that some parts of the public sector obtained
multi-year settlements and while we had not been successful in this year’s funding
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POST OFFICE LIMITED BOARD MEETING
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* Lisa Harrington noted that the conversation had been triggered by HSS payments and
we now knew that we would not be able to make these payments at this juncture. Tom
Cooper explained that while we should get funding in place for the HSS in February
2021 there would still be the overhang of the funding for the criminal cases. We then
had the issue of multi-year spend commitments. LH noted that in a private company
we would not be committing to spending money for which funding had not been
confirmed.
Tim Parker summed up the position. POL would not obtain decisions on the longer-term
funding position for POL for some time. There would be some decisions to take on multi-
year spend in the meantime. We might be required to adopt a pragmatic view that we
would receive Government funding in due course. Zarin Patel noted that she could accept
some commitments to multi-year funding but we had to have certainty on the settlement
of the HSS claims by Government. The Board had not been sighted recently on work on
ringfencing the funding for the claims for the criminal cases. Tom Cooper reported that
the UKGI/ BEIS focus was on obtaining funding for the HSS claims at the moment but they
would be open to having the discussion on the funding for the criminal cases. Al Cameron
noted that if we said to BEIS that we were not going to invest in the development of
business we would not receive the next round of funding payments. We needed to work
collaboratively with BEIS and had in any case to get their approval for spend in excess of
£50m as well as continuing to work with them on the security headroom position.
Tim Parker noted that the directors would continue to proceed with caution and monitor
the solvency position. We hoped to receive approval from Government for the HSS
payments in February 2021 but should continue to engage with Government to obtain Action: AC
greater certainty on future funding.
Carla Stent suggested that the directors progress the actions [ii
HERRIMAN 2.3 a1 cameron agreed to include these as part ofthe paper on funding
commitments for the 26" January 2021 Board meeting.
7. Any Other Business
There being no further business the Chairman declared the meeting closed at 5.00 pm.
CHAIRMAN
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