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Message
From:
on behalf of — Paula Vennells;
Paula Vennel
Sent: 23/05/2016 07:41:56.
To: Avene Reganf ornnsenid
Subject: Fwd: Sparrow Board paper - REQUEST FOR ADVICE SUBJECT TO LEGAL PROFESSIONAL PRIVILEGE
Ppo for GE
(PV see notes below)
Paula Vennells
Chief Executive
Post Office Ltd
Sent from my iPad
Begin forwarded message:
From: Jane MacLeod <
Date: 23 May 2016 at 08:14:04 BST
To: Paula Vennells }
Alwen Lyons
Patrick
Thomas P Moran
“>, Rodric Williams
Subject: Sparrow Board paper - REQUEST FOR ADVICE SUBJECT TO LEGAL
PROFESSIONAL PRIVILEGE
Paula
You have asked us to advise on the questions set out below. I have responded as requested, having also
discussed the matter with Mark, Tom and others. I will be prepared to address these issues as part of
my briefing to the Board on Tuesday.
1) who have we engaged as our primary legal advisers alongside BD? If BD alone, are they equipped -
experienced enough and street wise enough? And do they have specialism/experience in point 3 below?
(You may have mentioned Linklaters in this context?)
We have instructed Bond Dickinson to act as our solicitors on the basis that they have advised us
throughout on Sparrow and have a very deep understanding of the history, the individual cases and the
political sensitivity of Sparrow. They are a highly ranked firm with the depth of resource and experience
to represent Post Office in this litigation. In addition we have retained leading commercial barrister
Tony Robinson QC who has extensive experience with group litigation and a wide background in civil
litigation. ( http://www.oeclaw.co.uk/barristers/profile/anthony-de-garr-robinson-qc). Tony will be key
to developing and implementing the litigation strategy and when we interviewed him on Friday he had
already grasped the political significance of the case. While Linklaters advised in the early phases on
some aspects of Sparrow, they do not have an in depth understanding of the issues and would now take
a considerable time and very significant cost to be become sufficiently familiar with the necessary
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complexity of the issues and the individual cases. It is also worth noting that no matter what we do PO.
will no doubt be accused of being the ‘big bad corporate’, Bond Dickinson are in that sense a much
better match to Freeths, and bringing in a magic circle city firm would only reinforce the impression of a
heavy handed approach.
Very impressive cv!
2) who/what is our internal resource/governance?
The PO legal team (Rod Williams) and myself will work with BD. As set out in the GE board paper, and as
discussed and approved at the GE meeting on 13 May, Tom Moran will be the internal ‘client’ for these
purposes and his role will be to ensure that the overall strategy of the litigation protects PO, its network
and attractiveness to future agents/postmasters. Both in this and in the management of the litigation,
he will be supported by a Steering Group which will comprise representatives from across the
business. At GE we discussed the following as proposed members: Tom Wechsler (representing you),
Angela van den Bogerd, Mark Davies, Patrick Bourke, a representative from Finance (tbc), as well as Rod,
myself, representatives from BD and when necessary, Tony Robinson QC. Key/strategic decisions will be
discussed at GE.
3) I won't describe this correctly but you will follow my point (it relates to Sir Tony Hooper's concern
and one of the issues at the heart of the Hillsborough case): can we (Al, Neil, Kevin and myself) have a
deep dive on the issues related to the (im)balance of power of the institution vs the individual. We need
to understand this irrespective of Sparrow.
One of the themes underlying the claim from Freeths turns on the nature of the contractual relationship
between PO and the individual agents and whether we are in breach of an implied duty of ‘good faith’
(among other challenges). Over the next 2 months as we develop the response to Freeths’ letter we will
examine each of the themes raised by Freeths (including all those relating to the contract and the
relationship between POL and postmasters) with a view to determining what (if any) weaknesses there
are, and the appropriate strategy to address these. Where we believe there are issues, these will be
flagged with a view both to addressing these on a BAU basis, as well as determining the ‘right’ strategy
to address them in the litigation. Tom and the Steering Group will be critical to this analysis so that we
maintain the right balance. Commercially we must ensure that the outcome from the litigation is to
validate that the balance of power was and is fair. We will discuss the output of that review and our
recommendations at GE.
4) _ the paper is well written, balanced and reassures me we will handle it well. Thank you.
Notwithstanding... could you/Mark put on your blackest hats and think through the worst outcomes: I
would like a downside horizon scan. Eg., are there any judicial review or (mis)use of public funds angles
at all - costs expended to date, failure of our own mediation scheme.
Noted. We will develop a paper for the Steering Group and GE to consider these risks.
By when (Tom W to help)
5) Horizon expert - the board note doesn't cover this: we need to brief the new NEDs and remind the
others - could you/Tom give me a speaking note.
Deloitte are currently undertaking work to address certain of the recommendations made in the
Chairman’s report relating to Horizon. In commissioning that work we were cognisant that it would
address (or lay the basis for) not only the recommendations of the Chairman’s report, but also potential
litigation, and possibly, prosecutions should we consider it appropriate to re-commence prosecutions
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against post masters (this is one of the issues that we should consider under 3) above). Both QCs that
we interviewed recommended that we address the ‘Rudkin’ allegation — that is whether it is possible for
PO/Fujitsu to remotely alter branch transactions without this being visible to the Postmaster. This is one
of the streams of work under the Chairman’s review and is therefore already underway.
Note that we will be considering how much further to go in addressing the recommendations from the
Chairman’s report in light of the litigation, and given that the same issues are now likely to be addressed
through the litigation.
My point was to understand if we needed and if they had, an expert in Fujitsu?
6) Stakeholders section: paras 22 and 23 - needs to include more on political, Goverment and IR
stakeholders. Eg.. keeping ministers and MPs briefed and calm in the run up to the next GE; managing
the CWU/NFSP; specific journalists and media interest; etc. Could Mark/Tom provide a speaking note.
We have already discussed with Mark the need to work closely together on a communications strategy,
and this will recognise the interest of various stakeholders — including those you have
identified. However, as flagged in the GE discussion, we need to be extremely careful what briefings we
provide. While managing stakeholders will be important, we need to understand the risks to both them
and PO inherent in such briefings.
Ok - want to flag to board we've thought about it; but point re ministers is to avoid them offering opinions at
any stage, and to bolster them re Arbuthnot and others. Which MPs are still involved?
7) I want to be sure we share all angles with the NEDs so they are fully appraised as to how
noisy/difficult it could become. (At what point might it be sensible to give the board a deep dive, if the
timetable plays out as you indicate?) I believe we will manage this well with our new board.
As with the GE discussion, I intend to make the point strongly that we will receive adverse coverage and
that it will be very difficult — and indeed unwise — to respond in the press when the Court is now the
forum in which the postmasters have elected to have these matters resolved. I don’t believe it would
be a good use of the Board’s time to have a deep dive at this time. However once we receive the actual
claim and we understand exactly what issues will form the basis of their case (and we have developed a
strategy to expedite that), we will then be able to provide the basis for a more useful discussion. Based
on the proposed timing for our response and the likely interactions after that, I believe it will be at least
August before we have more clarity as to the likely issues. In any event, I propose to provide a brief
update report to each Board meeting. This needs to come from me as a noting paper in order to
maintain privilege.
OK
Jane MacLeod
General Counsel
Ground Floor20 Finsbury Street
LONDON
EC2Y 9AQ
Mobile number!
-----Original Message-----
From: Paula Vennells
Sent: 21 May 2016 11:32
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jane MacLeod; Mark R Davies; Tom Wechsler; Patrick Bourke
Cc: Alisdair Cameron; Alwen Lyons
Subject: Sparrow Board paper
Hi Jane/Patrick,
Thanks for the above. A couple of questions (some building on the GE discussion so I have the answers
documented):
1) who have we engaged as our primary legal advisers alongside BD? If BD alone, are they equipped -
experienced enough and street wise enough? And do they have specialism/experience in point 3 below?
(You may have mentioned Linklaters in this context?)
2) who/what is our internal resource/governance?
3) 1 won't describe this correctly but you will follow my point (it relates to Sir Tony Hooper's concern and
one of the issues at the heart of the Hillsborough case): can we (Al, Neil, Kevin and myself) have a deep
dive on the issues related to the (im)balance of power of the institution vs the individual. We need to
understand this irrespective of Sparrow.
4) the paper is well written, balanced and reassures me we will handle it well. Thank you.
Notwithstanding... could you/Mark put on your blackest hats and think through the worst outcomes: I
would like a downside horizon scan. Eg., are there any judicial review or (mis)use of public funds angles
at all - costs expended to date, failure of our own mediation mediation scheme.
5) Horizon expert - the board note doesn't cover this: we need to brief the new NEDs and remind the
others - could you/Tom give me a speaking note.
6) Stakeholders section: paras 22 and 23 - needs to include more on political, Goverment and IR
stakeholders. Eg.. keeping ministers and MPs briefed and calm in the run up to the next GE; managing
the CWU/NFSP; specific journalists and media interest; etc. Could Mark/Tom provide a speaking note.
I want to be sure we share all angles with the NEDs so they are fully appraised as to how noisy/difficult it
could become. (At what point might it be sensible to give the board a deep dive, if the timetable plays
out as you indicate?) I believe we will manage this well with our new board.
Thanks for a good and clear paper.
Paula
Sent from my iPhone
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