POL00273832 - CEO Report - The GLO Author: Al Cameron

Evidence on official site

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POST OFFICE LIMITED
THE BOARD OF DIRECTORS DISCUSSION PAPER
CEO Report
Author: Al Cameron Meeting date: 30 April 2019
The GLO

Our request for leave to appeal on the recusal and the claimants’ counter-argument
have been submitted to the Court of Appeal.

To ensure we have sufficient, full-time advice, experienced in litigation and capable of
testing the views of advisors, we have asked Herbert Smith to lead the GLO, reporting
to the Board sub-committee. There are no plans to amend the rest of the team other

than standing down Norton Rose.

The sub-committee met on Wednesday and debated the grounds for appeal on the
common issues trial and whether we should accelerate that appeal, requesting that
the two appeals be heard together. On balance and against the QC’s advice, we
decided to proceed with two separate appeals, although ultimately it will be a matter
for the Court of Appeal to determine how it wishes to hear them.

Consequently, POL will first apply for permission to appeal in respect of the common
issues trial on 16 May 2019 before Justice Fraser. On 23 May 2019 it will be
determined how the costs of the common issues trial should be apportioned. The
Horizon issues trial will recommence on 10 June through to the first week of July.

Various workstreams are underway to agree changes to the way we work in line with
the objectives of serving agents better and reducing legal risk in our contractual
relationships. This is already changing the structure in Chesterfield with a Tier 2
contact centre team created to focus on disputes. A full update will be presented to
the Board in May.

The GLO has received limited media attention. For the most part it has escaped the
public’s attention: only around 10pc are aware of having seen or heard something
about Post Office in the media recently. However, within this group, negative
sentiment about the business increased significantly.

Commercial Performance

In our management accounts, we reported a trading profit for 2018-19 of £61.5m,
broadly in line with expectations.

Gross revenue grew 2% year-on-year to £968m, £3m ahead of budget. This included
Mails trading up 6% including some stamp buy-forward ahead of the price rise.
Banking income grew 15% offset by declines in Payment Services, POCA and Postal
Orders. Identity grew its trading profit 33% to £34m, a peak before the changes in
UKVI and Identity pricing flow through. Insurance grew its revenue by 15% but
trading profit by just 1%.

Change spend of £272m exceeded the Q4 forecast by £7.6m, although half of this
related to non-cash onerous lease provisions. Benefits of £37.5m were delivered, in
line with forecast but £2.7m below budget.
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On cash, we ended the year with £747m in use, £135m better than the previous year-
end. £90m of the lower usage was in branch.

Delivery
Network.

Network location numbers grew to 11,638 at year-end, subject to audit. This is an
increase of 91 in 2018-19, a significant achievement. We opened 328 New Network
Locations in areas that didn’t have any Post Office provision, increasing convenience
for customers. We also exited 67 DMBs, leaving 188 remaining.

A team from Post Office attended the recent NFSP conference. The audience and NFSP
leadership recognised that change was underway, including higher sales incentives for
telecoms and insurance, greater ability to sell travel insurance in Locals, higher pay
on banking deposits and we waived the clause preventing the NFSP from criticising us
in public. Our new field leadership structure is also now in place

The areas we discussed aligned with the results of the survey they had undertaken
with 1,000 Postmasters, prioritising concerns around pay and competition. While our
change of tone was appreciated, it also underlined the extent to which Postmasters
have felt neglected - a typical question was “Do you view us as an asset at all?” - and
how much there is to do in delivering our strategy of “Making it easier for Postmasters
to earn more money for less effort.” We confirmed that we will be undertaking a
review of Postmaster remuneration for the Board in October.

The publication of the survey did generate some press attention and the strap line
that 20% of Postmasters are thinking of handing the keys in will continue to gain
attention. This reinforces our strategy and we should not complain about the NFSP
trying to put us and Government under pressure to do more. We do, however, think
that they are a little naive and the story predictably played into the hands of the CWU.

We challenged the NFSP from the platform to recruit more active members, ensuring
that they remain representative of Postmasters.

Banking Framework 2.

We continue to have 25 Banks signed up for BF2, with three more expected to join at
the end of May: RBS; Barclays; and the Co-op. RBS has just requested additional and
legally binding commitments in areas like change spend. Our response is that with 25
banks on board we are beyond the negotiation period and they need to re-join or stay
out. Barclays has said that it no longer views PCI as an issue for BF2.
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Bank of Ireland.

The Board sub-committee has agreed to the commercial construct for Credit cards
with CapOne. Details will be provided at the May Board. We expect to sign both the
CapOne agreement and the associated back book agreement with Bol in early May.
New CapOne-backed PO branded credit cards will be launched by the end of October.

Following agreement of Heads of Terms on the new relationship with Bol, work is
underway to agree a new FSJVA. We are driving for completion by the end of May but
it may slip into June, given the number of outstanding legal complexities.

Iam meeting Francesca McDonagh straight after this Board meeting.
Back Office Transformation.

Progress has been made resolving reconciliation through to our financial system with
failure rates much reduced. Cash depots continue to count physical cash weekly,
confirming a match to Transtrack. The inventory team has reduced excess cash in the
network close to expected levels. The Phase 2 forecasting solution for sterling cash
went live over Easter weekend and is now being tested in parallel run. We continue to
work closely with PwC on the year-end audit.

Security.

Following the known exploit of a number of our email accounts, we shared our Office
365 data from October 2018 to February 2019 with the National Cyber Security
Centre (NCSC). The NCSC noted high activity during December 31, 2018 and
February 23, 2019 but were unable to identify any credible malicious activity. It is
satisfied with the controls and monitoring systems implemented in December.

For PCI, as set out in a separate paper, progress is being made on the deployment of
point-to-point encryption on all pin-pad devices across our branch estate. This will
meet our PCI compliance for retail transactions ie using your card for mails or bill
payment transactions.

The challenge to the overall timeline relates to the estimated work to the back-end
systems for processing banking services transactions. An alternative solution design
is being urgently investigated that would remove our back-end systems from the
scope of PCI, processing transactions directly via the Ingenico/ Vocalink networks.
This will take some weeks to work through but has obvious advantages.

POCA

POCA customers are expected to decline from c.1.2m today to c.0.5m in March 2021
when the current contract ends. DWP then plans to terminate the provision for 350k
customers, forcing them onto bank accounts and is about to tender provision for the
remaining 150k who are unlikely to be offered a bank account.
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We have requested a meeting with Amber Rudd and are writing to her and to DWP
officials. We are recommending that the tender process properly reflects the
vulnerability of these customers many of whom are elderly, resistant to normal
communications and anxious. We also believe that space should be left for a single
solution that could encompass all 0.5m customers.

In addition, it seems appropriate to highlight that although POCA is marginal for our
finances, it is important to some Post Offices. Removing the product from Post Office
may be interpreted as anti-Postmaster by the NFSP and may lead individual
Postmasters to hand the keys in, making Government policy harder to deliver. The
overall impact on remuneration over the next few years is substantial with 200 Post
Offices badly hit and around 20 becoming loss-making, especially in Northern Ireland.

Compliance and regulation:

Select Committee

We have been invited to attend a BEIS Select Committee on the future of Post Office
on 21 May. We will submit evidence by 6 May. This is in draft and will be shared with
Government in advance.

We have also worked with BEIS colleagues to support our minister through a further
House of Commons debate, this time on the sustainability of the branch network.

Team

As the Board is aware, Jane MacLeod is leaving at the end of May, focusing on GLO
handover before then. Ben Foat is promoted to General Counsel, leading Legal,
Compliance and Company Secretary, with the latter being undertaken by Veronica
Branton. Audit & Risk will move to the CFO, with disaster recovery moving to
Operations. We will follow the process with RemCo for Ben to become a member of
GE.

Afua Kyei is still expecting to join us as CFO and should resign her current position on
1 May. She requested one contractual change, backdating LTIP if she is appointed to
the permanent position. UKGI consider this unlikely and we are seeking other ways to
provide equivalent compensation in this circumstance. We are understandably anxious
that this might make her vulnerable to a counter offer from Barclays.

Rob Houghton has, with our support, been appointed a Non-Executive of the new NHS
Supply Chain vehicle.

Jonathan Lewis has been appointed Head of Strategy and Corporate Development on
a fixed term contract.
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Decisions for today

Budget. We have amended the budget for the Board’s feedback and for changes
arising from the GLO judgement. We are seeking Board approval, subject to agreeing
the recent changes, as the details are finalised, with UKGI.

Succession. As requested, we are submitting a paper setting out risks and actions
around GE succession. No specific decisions are required.

Strategy

At the May Board, we will bring back the outcomes from the McKinseys work, to fill
capability gaps, deliver cost reductions and simplify the organisation. In addition, we
will revert on the Mails negotiations and on our plans for Insurance.

We have started a formal tender process for the future of the Telco supply chain and a
smaller, private RFP to test a sale of the business.

In July, we will revert with our financial strategy, taking us beyond 2021. We will also
bring back a recommendation on the future of Telco; how we manage the incumbency
trap for Travel Money; the opportunity to support a cash utility; the future of Identity;
and a forward strategy roadmap.