POL00362174
POL00362174
®
Post Office Limited Board
Financial Services Committee
Terms of Reference
Summary
The Post Office Board Committee on Financial Services is a group, established by the Post Office Limited
Board, to provide guidance on, oversight of and authorisation to the development of the Post Office’s
financial services programmes and activities, including those of First Rate Exchange Services Limited
(‘FRES"), a 50% joint venture with Bank of Ireland, within the strategic framework as agreed by the Post
Office Limited Board.
The Committee has the delegated authority of the Post Office Limited Board for Financial Services matters.
1. Meeting Frequency:
e At least quarterly but can meet more frequently as required to facilitate effective and timely actions
and decisions
2. Chair:
* The Chair should be a non-executive director of Post Office Limited.
e Tenure should be for an I term of 2 years
e The Chair is responsible for reporting to the Post Office Limited Board, including any escalation of
issues that require full Board approval
e The Chair will not have a casting vote
3. Members:
« Members of the Committee should be non-executive and executive members of the Post Office
Limited Board
* The Committee consists of three members:
- Virginia Holmes non-executive Director (Chair)
— Tim Franklin non-executive Director
- Alisdair Cameron executive Director (CFO of the Post Office)
e tis expected that the Director — Financial Services and the General Counsel will both attend but will
not be members.
* Operational and finance management representatives may be invited to attend as required Any ad
hoc attendees to be approved by the Chair prior to the meeting.
° Secretary
4. Secretariat:
e The secretary will be provided by the Company Secretariat.
5. Quorum:
¢ Aminimum of 2 members
e Decisions need to be made by a majority of the members although it is not anticipated that matters
will be taken to a vote.
6. Delegated Authorities:
Value of Indemnities or
Planned Unplanned Potential /Contractual ;
Spend Spend Liabi Risk or brand impact
STRICTLY CONFIDENTIAL 1
Draft Financial Services Committee Terms of Reference April 2015
POL00362174
POL00362174
®
Value Value Potential cost Description
Carries significant risk (ERM
score 4)
Attracts public and media
interest
Risk of impact on brand value
New product
Is likely to attract the interest of the
Shareholder
>£20m >£10m >£20m
7. Core Responsibilities:
e Review key activities of the Financial Services strategic programme, including those activities of
FRES, as presented and agreed at Post Office Limited Board
e Oversight of the Bank of Ireland (UK) pic capital and liquidity for Eagle Contract requirements
« Provide guidance to the Financial Services management team
e Consider Risk Management matters prior to consideration and decision by Audit, Risk & Compliance
Committee
e Provide authorisation to proceed with contractual agreements for new products, services and
suppliers and changes to existing agreements in accordance with the existing mandate and
delegated authority limits of the Post Office Limited Board
e Receive a quarterly report on Financial Services, including a copy of the Risk Register — this will be
noted at the Post Office Limited Board along with minutes and actions
« Annual review of the Committee's effectiveness
8. Inputs:
e Business performance reports
e Focused papers from Financial Services management on key activities requiring approval to proceed
9. Outputs:
Key decisions and actions from the meeting
Report to the Post Office Limited Board on decisions/actions taken
Quarterly report on Financial Services performance to the Post Office Limited Board
Risk Management matters to be referred to the Audit, Risk & Compliance Committee
Issues/decisions to be referred to the Post Office Board.
Approved by the Financial Services Committee 27 January 2014 (Updated April 2015)
STRICTLY CONFIDENTIAL, 2
Draft Financial Services Committee Terms of Reference April 2015