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Finsbury Dials
20 Finsbury Street
London
EC2Y 9AQ
Our Ref : CoSec /AL/AM
Alasdair Marnoch
14 May 2015
Dear Alasdair
jon-E i f Post Office Ltd
I am writing to confirm the terms of your appointment as Non-Executive Director of
Post Office Ltd (registered no 2154540) “the Company”.
1. ‘erm of Appointment
(a) You shall serve the Company as a Non-Executive Director from 23 May
2015 to 31 July 2015. In this connection, the terms and conditions of
your appointment are set out below, it being agreed that this is a
contract for services and not a contract of employment.
(b) Your appointment is subject to the provisions of the Articles of
Association of the Company.
2. Remuneration
You will be paid, monthly in arrears for your services during your term of your
appointment as Non-Executive Director, fees totalling £45,000 per annum
(comprising £35,000 for Non-Executive Director services and £10,000 for
chairing the Audit, Risk and Compliance Committee) or such higher amount as
the Company may from time to time determine and notify to you in writing.
3. Expenses
Subject to the Articles, the Company shall reimburse you for all reasonable
travelling, hotel and incidental expenses, which you may incur in performing
your duties.
4. Powers and Duties
(a) You shall exercise such powers and perform such duties as are
appropriate to your role as Non-Executive Director of the Company.
5.
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(b) You shall comply with all reasonable directions from, and all regulations
of, the Company including, without limitation, regulations with respect
to confidentiality, dealings in shares and notifications required to be
made by a director to the Company or any other regulatory body under
the Companies Acts, the Articles or any other regulations of the
Company.
(c) You shall comply with the additional duties set out within the Appendix
annexed hereto,
Confidential Information
(a) You shail not, either during the term of your appointment as a director
or thereafter:
(ii) use to the detriment or prejudice of the group of companies of which
Post Office Limited is the ultimate parent (“the Group”) or divulge or
communicate to any person any trade secret or any other confidential
information concerning the business or affairs of the Company or the
Group (except to employees or directors of the Group whose province it
is to know the same) which may have come to your knowledge during
the term of your appointment; or
(ii) use for your own purpose or for any other purposes other than those of
the Group any information or knowledge of a confidential nature, which
you may from time to time acquire in relation to any member of the
Group. This restriction shall cease to apply to any information or
knowledge, which may come into the public domain (except through
your default).
(b) During the term of your appointment as a director, you shall not be or
become a director or employee or agent of any enterprise, or have or
acquire any material financial interest in any enterprise, which competes
or is likely to compete or has a significant business relationship with any
member of the Group without the prior consent of the Board in writing
(such consent not to be unreasonably withheld or delayed).
(c) If so requested by the Company at any time during the term of your
appointment, or thereafter, you shall destroy or return any information
which may have been prepared by you or have come into your
possession in your capacity as a director of the Company. Title and
copyright in any such information shall vest in the Company.
Directors’ and Officers’ Insurance
The Company has taken out insurance cover on behalf of the Group for
directors’ and officers’ liabilities. Full details of this cover can be obtained from
the Company Secretary.
Termination of Appointment
Your appointment shall terminate on the earliest of:-
(a) the date of expiry of the period specified in clause 1(a);
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(b) your ceasing to be a director for any reason pursuant to the Articles or
any other applicable law.
8. Conflicts of Interest
The Company acknowledges that you may have business interests other than
those of the Company. The Company has agreed that there are no conflicts
apparent at present.
In the event that you become aware of any potential conflicts of interest, you
would need to disclose these to the Chairman and Company Secretary as soon
as they become apparent; should a conflict arise during a Board discussion,
you would need to declare this interest to the Board and if necessary withdraw
from that discussion.
The Board has determined you to be ‘independent’ according to the provisions
of the UK Corporate Governance Code.
Le Review Process
The performance of individual directors and the whole Board and its
Committees will be evaluated annually. If in the interim, there are any matters
which cause you concern about your role on the Board please feel free to
discuss them with either me or the Company Chairman.
Yours sincerely
Alwen Lyons
Company Secretary
I accept the terms of appointment as set out above.
1a
1.2
1.3
1.4
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DIX — D DUT:
The Board as a whole is collectively responsible for the success of the
Company. The Board's role is to:
(a) provide entrepreneurial leadership of the Company within a framework
of prudent and effective controls which enable risk to be assessed and
managed;
(b) set the Company's strategic aims, ensure that the necessary financial
and human resources are in place for the Company to meet its
objectives, and review management performance; and
(c) set the Company’s values and standards and ensure that its obligations
to its shareholders and others are understood and met.
As non-executive director you have the same general legal responsibilities to
the Company as any other director. You are expected to perform your duties
(whether statutory, fiduciary or common law) faithfully, diligently and to a
standard commensurate with the functions of your role and your knowledge,
skills and experience.
You shall exercise your powers in your role as a non-executive director having
regard to relevant obligations under prevailing law and regulation, including the
Companies Act 2006 and the UK Corporate Governance Code and associated
guidance,
You shall have particular regard to the general duties of directors in Part 10 of
the Companies Act 2006, including the duty to promote the success of the
Company under which all directors must act in the way they consider, in good
faith, would be most likely to promote the success of the Company for the
benefit of its members as a whole. In doing so, as a director, you must have
regard (among other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the Company's employees;
(c) the need to foster the Company's business relationships with suppliers,
customers and others;
(d) the impact of the Company's operations on the community and the
environment;
(e) the desirability of the Company maintaining a reputation for high
standards of business conduct; and
(f) the need to act fairly as between the members of the Company.
You shall have particular regard to the Financial Reporting Council's UK
Corporate Governance Code and associated Guidance on Board Effectiveness in
respect of the role of the Board and the role of the non-executive director.
1.6
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In your role as a non-executive director, you shall also be required to:
(a)
(b)
(c)
(d)
(e)
(f)
(9)
(h)
Gg)
(k)
0)
(m)
(n)
constructively challenge and help develop proposals on strategy;
scrutinise the performance of management in meeting agreed goals and
objectives and monitor the reporting of performance;
satisfy yourself on the integrity of financial information and that
financial controls and systems of risk management are robust and
defensible;
be responsible for determining appropriate levels of remuneration of
executive directors and have a prime role in appointing and, where
necessary, removing senior management and in succession planning;
devote time to developing and refreshing your knowledge and skills;
uphold high standards of integrity and probity and support the executive
directors in instilling the appropriate culture, values and behaviours in
the boardroom and beyond;
insist on receiving high-quality information sufficiently in advance of
Board meetings;
take into account the views of shareholders and other stakeholders
where appropriate;
make sufficient time available to discharge your responsibilities
effectively;
exercise relevant powers under, and abide by, the Company’s Articles of
Association (Articles);
disclose the nature and extent of any direct or indirect interest you may
have in any matter being considered at a Board or committee meeting
and, except as permitted under the Articles you will not vote on any
resolution of the Board, or of one of its committees, on any matter
where you have any direct or indirect interest;
immediately report your own wrongdoing or the wrongdoing or
proposed wrongdoing of any employee or other director of the Company
of which you become aware to the Chairman;
exercise your powers as a director in accordance with the Company's
policies and procedures and internal contro! framework and the Bribery
Act 2010; and
not do anything that would cause you to be disqualified from acting as a
director.
Unless the Board specifically authorises you to do so, you shall not enter into
any legal or other commitment or contract on behalf of the Company.
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1.8 You shall be entitled to request all relevant information about the Company's
affairs as is reasonably necessary to enable you to discharge your
responsibilities as a non-executive director.