POL00027219
POL00027219
Post Office Limited — Strictly Confidential
POLB 16(4"")
POLB 16/26 — 16/36
POST OFFICE LIMITED
(Company no. 2154540)
(the ‘Company’)
Minutes of a Board meeting held at 9.00am on 24 May 2016
at 20 Finsbury Street, London EC2Y 9AQ.
Present:
Tim Parker Chairman
Richard Callard Non-Executive Director
Alisdair Cameron Chief Financial Officer
Tim Franklin Non-Executive Director
Virginia Holmes Non-Executive Director
Carla Stent Non-Executive Director
Paula Vennells Chief Executive
In Attendance:
Alwen Lyons Company Secretary
Nick Kennett Financial Services Director (Minute POLB 16/33 to
Minute POLB 16/34)
Steve Ashton Chairman Post Office Management Services (Minute
POLB 16/34 only)
Jane Hill Head of Public Affairs (Minute POLB 16/32 only)
Mark Davies Communications Director (Minute POLB 16/32 only)
[POAC Guest] Post Office Advisory Council (Minute POLB 16/32 only)
Natasha Wilson Head of Pension and Reward (Minute POLB 16/30 only)
Neil Hayward Group People Director (Minute POLB 16/30 only)
Kevin Gilliland Network and Sales Director (Minute POLB 16/35 only)
Jane MacLeod General Counsel (Minute POLB 16/31 only)
Apologies:
Ken McCall Senior Independent Director
POLB 16/26 INTRODUCTION
(a) The Chairman noted that a quorum was present and
opened the meeting.
(b) Each Director confirmed that they had no conflicts of
interest in relation to the business to be considered at the
meeting.
POLB 16/27 MINUTES OF THE PREVIOUS BOARD AND COMMITTEE
MEETINGS INCLUDING STATUS REPORT
Minutes
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Post Office Limited — Strictly Confidential
(a) The minutes of the meeting of the Board held on 9"
February 2016 were approved as accurate records and the
Chairman was authorised to sign them.
(b) IThe minutes of the meeting of the Board held on 21%
March 2016 were approved as accurate records and the
Chairman was authorised to sign them.
(c) The minutes of the Audit, Risk and Compliance Committee
meeting held on 22™ January 2016 were noted.
Status Report
(d) I POLB 16/02 (g) - The Board noted NFSP Grant Agreement
update.
(e) The Board noted the Status Report dated 16" May 2016.
POLB 16/28 CEO REPORT
CEO Report
(a) The CEO introduced the CEO Report, focusing on the
following key points:
The Board noted the CEO report.
Transformation Update
The CEO introduced the Transformation Update, focusing
on the following key points:
The Board noted the progress made, the key challenges
faced and the actions taken to address them.
POLB 16/29 ANNUAL REPORT AND ACCOUNTS
(a) I The Chairman welcomed Dave Carter to the meeting.
(b) Alistair Cameron introduced the Annual Report and
Accounts focussing on the following key points.
Taking into account the discussion topics, the Board:
e Noted the Briefing Book.
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Post Office Limited — Strictly Confidential
Noted the Post Office Annual Report and Financial
Statements.
Noted the Audit Results Report provided by EY.
Delegated authority to the Post Office Audit, Risk
and Compliance Committee (ARC) to approve the
Annual Report and Financial Statements
Delegated authority to the Chairman, the Chief
Executive and the Chief Financial Officer to sign the
Annual Report and the Financial Statem
following approval by the ARC.
Dave Carter left the meeting.
ents
POLB 16/30 APPROVAL OF STIP PERFORMANCE CONDITIONS
(a) IThe Chairman welcomed Neil Hayward and Natasha Wilson
to the Meeting.
(b) The Chairman introduced the report focussing on the
following key points.
The Board noted the report.
Neil Hayward and Natasha Wilson left the meeting.
POLB 16/31 ITEMS FOR NOTING
Sparrow
(a) I The Chairman welcomed Jane MacLeod to the Meeting.
(b) Jane MacLeod introduced the report focussing on the
following key points.
The Board noted the report.
Modern Slavery
Jane MacLeod introduced the report focussing on the
following key points.
Taking all the discussion points into consideration, the
POL Board minutes, 24 May 2016
Board approved the statement.
Jane MacLeod left the meeting.
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Sealings
The Directors resolved that the affixing of the Common
Seal of the Company to the documents numbered 1400 to
1421 inclusive in the seal register was confirmed.
Project Paddington
The Board ratified the decision to delegate authority to the
CEO to sign a variation to the existing Collaboration
Agreement, a Master Franchise Agreement and a
Framework Concession Agreement with WHSmith (WHS)
in connection with Project Paddington.
POLB 16/32 POAC
(a) I The Chairman welcomed Jane Hill, Mark Davies and [POAC
guest] to the meeting.
(b) Mark Davies introduced the report, focussing on the
following key points.
The Board noted the report.
Jane Hill, Mark Davies and [POAC guest] left the meeting.
POLB 16/33 PROJECT PEREGRINE PHASE 1
(a) IThe Chairman welcomed Nick Kennett to the meeting.
(b) Nick Kennett introduced the Project Peregrine Phase 1
update, focussing on the following key points.
The Board noted the update.
POLB 16/34 POMS UPDATE TO POST OFFICE BOARD
(a) I The Chairman welcomed Steve Ashton to the meeting.
(b) Steve Ashton introduced the POMS Update focussing on
the following key points.
The Board noted the progress made and confirm support
to the strategic direction and business intent.
Nick Kennett and Steve Ashton left the meeting.
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Post Office Limited — Strictly Confidential
POLB 16/35 CROWN NETWORK STRATEGY UPDATE
(a) I The Chairman welcomed Kevin Gilliland to the meeting.
(b) Kevin Gilliland introduced the Crown Network Strategy
Update, focussing on the following points.
The Board noted the update, confirmed its appetite for a
transformation programme to further reduced the Crown
network and welcomed a fuller business case to return to
the Board in September.
Kevin Gilliland left the meeting.
POLB 16/36 CLOSE
(a) There being no further business, the Chairman declared
the meeting close.
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