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Finsbury Dials
20 Finsbury Street
London
EC2Y 9AQ
GRO I
PRIVATE AND CONFIDENTIAL
__Jim Parker
Dear Tim,
Letter of appointment
Following the recommendation of the nomination committee, the board of
directors (Board) of Post Office Limited (Company) is pleased to hear that
you have accepted our offer to join the Board as independent non-executive
chairman.
This letter sets out the main terms of your appointment. If you are unhappy
with any of the terms, or need any more information, please let me know.
By accepting this appointment, you agree that this letter is a contract for
services and is not a contract of employment and you confirm that you are not
subject to any restrictions which prevent you from holding office as a director.
1, APPOINTMENT
1.1 Subject to the remaining provisions of this letter, your appointment
shall be for an initial term of three years commencing on 1 October
2015 until the Board meeting occurring approximately three years from
that date unless terminated earlier by either party giving to the other
six months’ prior written notice. Following the initial term, the term may
be extended by a further period of three years in accordance with
paragraph 1.4 below, subject to the Board being satisfied that it is
appropriate to make such an offer.
1.2 Your appointment is subject to the Company's articles of association, as
amended from time to time (Articles). Nothing in this letter shall be
taken to exclude or vary the terms of the Articles as they apply to you
1.7
1.8
21
2.2
2.3
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On termination of your appointment, you shall, at the Company's
request, resign from your office as chairman of the Company and any
offices you hold in any of the Company's group companies.
If matters arise which cause you concern about your role, you should
discuss these matters with the chief executive or senior independent
director. If you have any concerns which cannot be resolved, and you
choose to resign for that, or any other, reason, you should provide an
appropriate written statement to the chief executive or the senior
independent director for circulation to the Board,
TIME COMMITMENT
You will be expected to devote such time as is necessary for the proper
performance of your duties. Overall we anticipate that you will spend a
minimum of 1.5 days a week on work for the Company after the
induction phase referred to in paragraph 8. This will include attendance
at eight scheduled Board meetings per year, the AGM (if one is called),
one annual Board away day event a year (which may span over two
days), at least one site visit a year, Board dinners, meetings with the
non-executive directors, meetings with representatives of the Special
Shareholder, meetings forming part of the Board evaluation process
and updating and training meetings. Some of these meetings may
involve overseas travel. In addition, you will be required to consider all
relevant papers before each meeting. Unless urgent and unavoidable
circumstances prevent you from doing so, it is expected that you will
attend such of the meetings outlined in this paragraph as may be
required.
The nature of the role makes it impossible to be specific about the
maximum time commitment. You may be required to devote additional
time to the Company in respect of preparation time and ad hoc matters
which may arise and particularly when the Company is undergoing a
period of increased activity. At certain times it may be necessary to
convene additional Board, committee or shareholder meetings.
The overall time commitment stated in paragraph 2.1 will increase if
you become a committee member or chair, or if you are given
additional responsibilities, such as being appointed as non-executive
director on the board of any of the Company's subsidiaries or joint
ventures. Details of the expected increase in time commitment wil! be
covered in any relevant communication confirming the additional
responsibility.
3.5
3.6
(d)
(e)
(f)
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the impact of the Company's operations on the community and the
environment;
the desirability of the Company maintaining a reputation for high
standards of business conduct; and
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 and chairman.
In your role as a non-executive director, you shall also be required to:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
a)
(k)
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 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;
3.9
4.1
4.2
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(k) ensure that the Board receives accurate, timely and clear
information;
(1) ensure effective communication with shareholders and other
stakeholders and that directors are made aware of the views of
those who provide the Company's capital;
(m) promote a culture of mutual respect, openness and debate by
facilitating the effective contribution of non-executive directors in
particular and ensuring constructive relations between executive
and non-executive directors;
(n) ensure that the new directors participate in a full, formal and
tailored induction programme;
(0) regularly review and agree with each director their training and
development needs;
(p) ensure that the performance of the Board, its committees and
individual directors is evaluated at least once a year and act on the
results of such evaluation; and
(q) be aware of and respond to your own development needs.
You shall be entitled to request all relevant information about the
Company's affairs as is reasonably necessary to enable you to discharge
your duties.
FEES AND EXPENSES
You shall be paid an annual fee of £75,000 gross (current at the date of
this letter), which shall be paid in equal instalments monthly in arrear
through PAYE after deduction of any taxes and other amounts that are
required by law, which shall be subject to a periodic review by the
Board. This fee covers all duties, including service on any Board
committee or Company subsidiary, with the exception of committee
chairmanships and certain additional responsibilities. (current at the
date of this letter) for taking on chairmanship of the nominations
committee, to be paid through PAYE in equal instalments monthly in
arrear after deduction of any taxes and other amounts that are required
by law, and which shall be subject to an periodic review by the Board.
The Company shall reimburse you for all reasonable and properly
documented expenses that you incur in performing the duties of your
office. The procedure and other guidance in respect of expense claims is
available from the company secretary.
7.2
7.3
10.
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confidential information which may (other than by reason of your
breach) become available to the public generally.
You acknowledge the need to hold and retain Company information (in
whatever format you may receive it) under appropriately secure
conditions.
Nothing in this paragraph 7 shall prevent you from disclosing
information which you are entitled to disclose under the Public Interest
Disclosure Act 1998, provided that the disclosure is made in accordance
with the provisions of that Act and you have complied with the
Company's policy from time to time in force regarding such disclosures.
INDUCTION
After the commencement of your appointment, the Company will
provide a comprehensive, formal and tailored induction (which may, but
is unlikely to involve overseas travel). We will arrange for site visits and
meetings with senior and middle management and the Company’s
auditors. We may also arrange for representatives from the Special
Shareholder the opportunity to meet you. You will be expected to make
yourself available during your first year of appointment for not less than
a further 10 days (in addition to the time commitment outlined
Paragraph 2.1) for the purposes of the induction. The company
secretary will contact you with further details.
TRAINING
On an ongoing basis, and further to the annual evaluation process, the
Company will arrange for you to develop and refresh your skills and
knowledge in areas which are mutually identified as being likely to be
required, or of benefit to you, in carrying out your duties effectively.
You should try to make yourself available for any relevant training
sessions which may be organised for the Board.
REVIEW PROCESS
The performance of individual directors and the whole Board and its
committees is evaluated annually. If, in the interim, there are any
matters which cause you concern about your role you should discuss
them with the chief executive as soon as you can.
16.
16.3
16.5
17.
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which is (or intends to be) in competition with any business being
carried on by the Company or any company in the Company's group.
DATA PROTECTION
By signing this letter you consent to the Company holding and
processing data about you for legal, personnel, administrative and
management purposes and In particular to the processing of any
sensitive personal data (as defined in the Data Protection Act 1998)
relating to you including, as appropriate:
(a) information about your physical or mental health or condition in
order to monitor sick leave and take decisions as to your fitness to
perform your duties; or
(b) your racial or ethnic origin or religious or similar beliefs in order to
monitor compliance with equal opportunities legislation; or
(c) information relating to any criminal proceedings in which you have
been involved for insurance purposes and in order to comply with
legal requirements and obligations to third parties; or
You consent to the Company making such information available to any
of its group companies, those who provide products or services to the
Company (such as advisers and payroll administrators), regulatory
authorities, potential or future employers, governmental or quasi-
governmental organisations and potential purchasers of the Company
or the business in which you work.
You also consent to the transfer of such information to the Company's
or any group company's business contacts outside the European
Economic Area in order to further their business interests even where
the country or territory in question does not maintain adequate data
protection standards.
You shall comply with the Company's data protection policy, a copy of
which is available from the company secretary.
The Company may change its data protection policy at any time and will
notify you In writing of any changes.
THIRD PARTY RIGHTS
No one other than you and the Company shall have any rights to
enforce the terms of this letter.
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I agree to the above terms of my appointment as a non-executive chairman of
Post Office Limited as set out in this letter.
Signed on 6! Srely 2015 by Tim Parker
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