POL00027582 - Post Office Ltd Minutes: Board Meeting re: Post Office Card Account (POca) Procurement Decision

Evidence on official site

POL00027582
POL00027582

Post Office Limited — Strictly Confidential

POLB 16(6")
POLB 16/40 — 16/42

POST OFFICE LIMITED
(Company no. 2154540)
(the ‘Company’)

Minutes of a Board meeting held at 8am on 11 July 2016
by telephone conference call

Present:

Tim Parker Chairman

Ken McCall Senior Independent Director
Carla Stent Non-Executive Director
Richard Callard Non-Executive Director

Tim Franklin Non-Executive Director
Virginia Holmes Non-Executive Director
Paula Vennells Chief Executive

Alisdair Cameron Chief Financial Officer

In Attendance:

Alwen Lyons Company Secretary
Martin George Commercial Director
Chris Doutney Head of Government Services
Christian Muir Client Director
POLB 16/40 INTRODUCTION

(a) A quorum being present, the Chairman opened the meeting.

(b) 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

POLB 16/41 POST OFFICE CARD ACCOUNT (POca) PROCUREMENT DECISION

(a) Martin George (MG) thanked the Board for their time explaining
why the POca procurement decision had fallen outside the regular
Board meeting timetable.

(b) Chris Doutney (CD) explained the history of the POca and the
background to the procurement. The preferred, and only remaining
bidder, Hewlett Packard Enterprises and TSB (HPE/TSB) had
offered an improvement in the commercial terms and the capability
of providing innovation for future POca developments.

(c) CD reported that the proposed HPE/TSB bid would improve the

POca direct product contribution by c.£25m over the five years of
the contract compared with the existing terms.

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Post Office Limited — Strictly Confidential

(d) _HPE propose to work with Post Office to develop a digital wallet/bill :
pay service (POcaPlus) to provide customers with a ‘jam jarring’ i
facility, to help with bill payment, which could generate a
commission to HPE and Post Office from the customers’ service
providers.

{e) The Board asked for more detail about Sabadell the Spanish
banking group who have bought TSB from Lloyds Bank.
The CEO suggested that CD provide a note on Sabadell for the
Board.

ACTION: CD

(f) I The Board discussed the IT systems used for the banking
transactions and CD assured the Board that HPE would acquire the
current banking engine IT system from the current bank, JPM, so
they would be working with proven technology that had worked
effectively for a number of years. This would in effect de-risk the
technology aspects of the transition.

(g) The Board asked for reassurance that the single remaining bidders
would agree to the required service level agreements (SLAs). CD
explained that the majority of the MSA SLAs had been finalised
with further caveats in the preferred bidder letter to build in
additional protections. Christian Muir reported that the SLAs had
been agreed and were, as good as, if not better than those in the
existing contract.

The Board asked CD to ensure that all legal risks were closed
down before the contract was signed, and that HPE did not try

ACTION: CD to dilute the terms once they received the preferred bidder
letter.

(h) The Board asked for assurance that the work on digital wallet
would be accelerated and aligned with the wider digital strategy.
MG assured the Board that the work would be accelerated and

ACTION: MG promised to keep the Board updated.

(i) The Board discussed CYSC8 banking requirements and asked the
ACTION: ARC to pick up the risks concerned with the transfer of POca
Carla Stent accounts (Court Order part 7) and CYSC8,

() The Board approved the selection on HPE/TSB as the preferred
bidder for the POca.

The Board approved the delegation of authority to the CEO and
CFO for final approval and signature of the contract.

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Post Office Limited — Strictly Confidential

POLB 16/42 CLOSE

(a) There being no further business, the Chairman declared the meeting
close.

Chairman ~ Date

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