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Rachel Scarrabelotti
Finsbury Dials
20 Finsbury Street
London
EC2Y 9AQ
27 September 2022
PRIVATE AND CONFIDENTIAL
Ben Tidswell _
By email: Ben.Tidswelf
Dear Ben,
Appointment as Interim Chair — further to Letter of Appointment dated
21 July 2021 and addendum to Letter of Appointment dated 20 January
2022
Further to the approval of the shareholder and the Post Office Limited Board, I
am writing to confirm your appointment as Interim Chair of the Board of
Directors for a period of 2 months from 1 October 2022 to 30 November 2022.
You shall be paid an additional fee of £10,000 for the period whilst you serve as
Interim Chair, which shall be paid in two equal instalments monthly in arrears
through PAYE after deduction of any taxes and other duties.
The additional responsibilities required of the Chair of the Board are set out in
the Appendix.
All other terms and conditions, as set out in your Letter of Appointment dated 21
July 2021 and the addendum to your Letter of Appointment dated 20 January
2022 remain unchanged.
I would be grateful if you could please sign and date the below to record your
agreement.
Yours sincerely,
GRO
Rachel Scarrabelotti (Company Secretary)
For and on behalf of Post Office Limited
Post Office Limited is registered in England and Wales. Registered No.2154540.
Registered Office: Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ.
Post Office ai Post Office re registered trade marks of Post Office Limited, postoffice.co.uk
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28/09/2022
Ben Tidswell Date of signature
Post Office Limited is registered in England and Wales. Registered No.2154540.
Registered Office: Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ.
Post Office and the Post Office logo are registered trade marks of Post Office Limited. postoffice.co.uk
APPENDIX
1.1. In your role as independent Non-Executive Chair, you shall also be required to:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
G)
(k)
(0)
provide constructive challenge, strategic guidance, offer specialist advice
and hold management to account;
scrutinise and hold to account the performance of management and
individual executive directors against agreed performance objectives;
determine appropriate levels of remuneration of executive directors and
have a prime role in appointing and, where necessary, removing
executive directors and in succession planning;
satisfy yourself on the integrity of financial and narrative statements and
the Company's risk management and internal control systems;
take opportunities such as attendance at general and other meetings, to
understand shareholder concerns and to meet with key customers and
members of the workforce from all levels of the organisation to have an
understanding of the business and its relationships with significant
stakeholders;
consider ways of reaching out to increase your visibility with the workforce
and gain insights into the culture and concerns at different levels of the
business;
satisfy yourself as to the Company’s ongoing and consistent compliance
with any regulatory responsibilities;
devote time to developing and refreshing your knowledge and skills;
uphold the highest standards of integrity and probity and support the
executive directors in instilling the appropriate values, behaviours and
culture in the boardroom and beyond;
insist on receiving high-quality information sufficiently in advance of
Board meetings and seek clarification or amplification if you consider the
information provided is inadequate or lacks clarity;
take into account the views of shareholders, including but not limited to
views of the Special Shareholder communicated annually by way of a
letter to you as Chair, and other stakeholders where appropriate;
make sufficient time available to discharge your responsibilities
effectively;
(m) exercise relevant powers under, and abide by, the Articles;
(n)
(0)
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 Senior Independent Director;
Post Office Limited is registered in England and Wales. Registered No. 2154540.
Registered Of
Post Office and the Post Office logo are registered trade marks of Post Office Limited.
Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ.
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postoffice.co.uk
(p) exercise your powers as a director in accordance with the Company's
policies and procedures, internal control framework and the Bribery Act
2010;
(q) not do anything that would cause you to be disqualified from acting as a
(r)
director; and
shall give regard to Framework Agreements entered into with the Special
Shareholder from time to time.
1.2 In addition, in your role as Chair you should:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Gi)
(k)
(1)
(m)
(n)
Chair the Board and general meetings of the Company;
Set the Board’s agenda (primarily focused on strategy, performance, value
creation, and accountability and having due regard to Government policy in
respect of the provision of postal services and guidance from representatives
of the Special Shareholder) and ensure that adequate time is available for
all agenda items, in particular strategic issues;
Set clear expectations in respect of the Company’s culture, values and
behaviours, and the style and tone of Board discussions;
Ensure that the Board determines the nature and extent of the significant
risks the Company is willing to embrace in implementing its strategy;
Ensure the Board has effective decision making processes and applies
sufficient challenge to major proposals;
Ensure that Board committees are properly structured with appropriate
terms of reference;
Encourage all Board members to engage in Board and committee meetings
by drawing on their skills, experience, knowledge, and, where appropriate,
their independence;
Develop productive working relationships with all executive directors and
the Chief Executive Officer;
Consult the Senior Independent Director on Board matters in accordance
with relevant obligations of the UK Corporate Governance Code;
Demonstrate ethical leadership and promote and highest standards of
integrity, probity and corporate governance throughout the Company and
particularly at Board level;
Ensure that the Board receives timely, accurate, and clear information;
Ensure effective communication with the Shareholder and other
stakeholders and that directors are made aware of the views of the
Shareholder;
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;
Ensure that any new directors participate in a full, formal and tailored
induction programme;
Post Office Limited is registered in England and Wales. Registered No. 2154540.
Registered Of
Post Office and the
Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ.
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Post Office logo are registered trade marks of Post Office Limited, postoffice.co.uk
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(0) Regularly review and agree with each director their training and
development needs;
(p) Ensure that the performance of the Board, its committees, its 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.
Post Office Limited is registered in England and Wales. Registered No. 2154540.
Registered Office: Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ.
Post Office and the Post Office logo are registered trade marks of Post Office Limited. postoffice.co.uk