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Rachel Scarrabelotti
Company Secretary
100 Wood Street
London
EC2V 7ER
PRIVATE AND CONFIDENTIAL
20 June 2023
Dear Andrew,
Letter of appointment - Non-Executive Director
Following the approval of the Nomination Committee, Board of Directors and
the Shareholder, I am pleased to issue this letter which sets out the main terms
of your appointment as a Non-Executive Director of Post Office Limited
(“Company”). The fees referred to in Clause 4.1 will start to accrue on 1 June
2023 to facilitate the start of your onboarding process.
By accepting this appointment, you agree that this letter is a contract for
services and is not a contract of employment and you confirm, as a condition of
this appointment, that you are not subject to any restrictions which prevent you
from holding office as a director or from joining the Company in the capacity
envisaged in this letter (including without limitation any non-competition
restrictive covenant).
1. APPOINTMENT
1.1 Subject to the remaining provisions of this letter, your appointment shall
be for a term of three years commencing on 20 June 2023 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.
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
as a director of the Company. Your appointment is made on written
approval from the Special Shareholder of the Company (as defined
within the Articles) (“Special Shareholder”), which has been received.
1.3. Continuation of your appointment is contingent on your continued
satisfactory performance and any relevant statutory provisions relating
to the removal of a director. If you are retired from office or your office
1.4
1.5
1.6
1.7
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of director is otherwise vacated under the Articles, your appointment
shall terminate automatically, with immediate effect and without
compensation.
You will be required to serve as a member of the Company’s Audit, Risk
and Compliance Committee from 19 June 2023. You will be provided
with the relevant terms of reference on your appointment for this
committee. You also may be asked to serve as a non-executive director
on the board of any of the Company’s subsidiaries or joint ventures.
Any such appointment will be covered in a separate communication.
Notwithstanding paragraph 1.1 to paragraph 1.4, the Company may
terminate your appointment with immediate effect if you have:
(a) committed a material breach of your obligations under this letter;
(b) committed any serious or repeated breach or non-observance of
your obligations to the Company (which include an obligation not to
breach your statutory, fiduciary or common-law duties);
(c) been guilty of any fraud or dishonesty or acted in any manner which,
in the Company's opinion, brings or is likely to bring you or the
Company into disrepute or is materially adverse to the Company's
interests;
(d) been convicted of an arrestable criminal offence (other than a road
traffic offence for which a fine or non-custodial penalty is imposed);
(e) been declared bankrupt or have made an arrangement with or for
the benefit of your creditors, or if you have a county court
administration order made against you under the County Courts Act
1984;
(f) been disqualified from acting as a director; or
(g) not complied with the Company’s anti-corruption and bribery policy
and procedures or the Bribery Act 2010, or the Company’s
Protecting Personal Data Policy. For copies of the aforementioned
policies, please contact the Company Secretary.
The rights of the Company under paragraph 1.5 are without prejudice
to any other rights that the Company may have at law to terminate the
appointment or to accept breach of the terms of this letter on your part
as having brought the appointment to an end. Any delay by the
Company in exercising its rights to terminate shall not constitute a
waiver of these rights.
Should the Company be dissolved, restructured or wound up during the
period of your appointment in respect of the Company, the appointment
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would also cease with effect from that dissolution or such other date as
is specified in any relevant legislation.
1.8 On termination of your appointment, you shall, at the Company’s
request, resign from your office as an independent Non-Executive
Director of the Company and any offices you hold in any Group
Companies.
1.9 If matters arise which cause you concern about your role, you should
discuss these matters with the Senior Independent Director or
Chairman. 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 Senior Independent Director or
Chairman for circulation to the Board.
2. TIME COMMITMENT
2.1 You will be expected to devote such time as is necessary for the proper
performance of your duties as a director. Overall we anticipate that you
will spend a minimum of 24 days per year each year on work for the
Company, following the induction phase. 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
Shareholder, meetings forming part of the Board evaluation process,
meetings with the Audit, Risk and Compliance Committee and training
meetings. 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.
2.2. 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 or committee meetings.
2.3. The overall time commitment stated in paragraph 2.1 will increase if
you become a committee member or chair of any committees in addition
to those mentioned at paragraph 2.1, 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
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2.4
3.1
3.2
3.3
3.4
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of the expected increase in time commitment will be covered in any
relevant communication confirming the additional responsibility.
By accepting this appointment, you confirm that, taking into account all
of your other commitments, you are able to allocate sufficient time to
the Company to discharge your responsibilities effectively. You should
obtain the agreement of the Chairman before accepting additional
commitments that might affect the time you are able to devote to your
role as a Non-Executive Director of the Company.
ROLE AND DUTIES
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 a Non-Executive Director you shall 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 an independent 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;
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3.5
3.6
3.7
(c)
(d)
(e)
(f)
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the need to foster the Company's business relationships with
suppliers, customers and others;
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 regard to the relevant obligations of 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.
You shall have regard to the principles set out in relevant sections of
guidance documents set out in Framework Agreements agreed between
the parties from time to time, currently listed in Appendix 2 of the
Company’s ‘Shareholder Relationship Framework Document’.
In your role as Non-Executive Director, you shall also be required to:
(a) provide constructive challenge, strategic guidance, offer specialist
advice and hold management to account;
(b) scrutinise and hold to account the performance of management
and individual executive directors against agreed performance
objectives;
(c) 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;
(d) satisfy yourself on the integrity of financial and narrative
statements and the Company's risk management and internal
control systems;
(e) take opportunities such as attendance at general and other
(f/)
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;
(g) satisfy yourself as to the Company’s ongoing and consistent
compliance with any regulatory responsibilities;
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3.8
3.9
(h)
(i)
(k)
(1)
(m)
(n)
(0)
(p)
(q)
(1)
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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 the Chair, 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;
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;
exercise your powers as a director in accordance with the
Company's policies and procedures, internal control framework
and the Bribery Act 2010;
not do anything that would cause you to be disqualified from
acting as a director; and
have regard to Framework Agreements entered into with the
Special Shareholder from time to time.
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.
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.
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3.10 Information supplied to you in your capacity as a Non-Executive Director
and/or member of the Audit, Risk and Compliance Committee should
not be used for any other purpose and is given to you in strictest
confidence.
4. FEES AND EXPENSES
4.1 You shall be paid an annual fee of £35,000 for your role as a Non-
Executive Director. These fees cover all duties set out in this letter.
4.2 The fees referred to in paragraph 4.1 will accrue from day to day. They
are the net amounts that shall be paid. The Company shall pay any tax
and NI due (if any) based on your position as a director and officer of
the Company separately to HMRC.
4.3. 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.
4.4 On termination of your appointment, you shall only be entitled to such
fees as may have accrued to the date of termination, together with
reimbursement in the normal way of any expenses properly incurred
before that date.
4.5 Your fees will be disclosed annually in Post Office Limited’s accounts. In
entering into this agreement and accepting this appointment you
thereby consent to this disclosure.
5. INDEPENDENT PROFESSIONAL ADVICE
In some circumstances you may consider that you need professional
advice in the furtherance of your duties as a director and it may be
appropriate for you to seek advice from independent advisers at the
Company’s expense. The Company shall reimburse the reasonable cost
of expenditure incurred by you in accordance with the Company’s
Conflicts of Interest Policy a copy of which can be requested from the
Company Secretary. Please note that the Company will not cover the cost
of advice for you in a personal capacity but only in relation to the
performance of your role as a Non-Executive Director.
6. OUTSIDE INTERESTS
6.1 You have already disclosed to the Board the commitments you have
outside your role in the Company. You must inform the Chairman in
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advance of any changes to these commitments. In certain
circumstances, you may have to seek the Board's agreement before
accepting further commitments which either might give rise to a conflict
of interest or a conflict with any of your duties to the Company, or which
might impact on the time that you are able to devote to your role at the
Company.
6.2 It is accepted and acknowledged that you have business interests other
than those of the Company and have declared any conflicts that are
apparent at present. If you become aware of any further potential or
actual conflicts of interest, these should be disclosed to the Chairman
and Company Secretary as soon as you become aware of them and you
must agree with them any steps or protocols necessary to prevent,
minimise or mitigate the risk of such conflict of interest, which may
include recusing yourself from meetings or parts of meetings of the
Board, agreeing not to receive information on specific topics or agreeing
not to participate in Board discussions or vote in relation to specific
topics.
7. CONFIDENTIALITY
7.1 You acknowledge that all information acquired during your appointment
is confidential to the Company and/or any Group Company and should
not be released, communicated or disclosed to third parties or used for
any reason other than in the interests of the Company and/or any Group
Company in the course of the performance of your duties as a Non-
Executive Director, either during your appointment or following
termination (by whatever means), without prior clearance from the
Chief Executive Officer. This restriction shall cease to apply to any
confidential information which may (other than by reason of your
breach) become available to the public generally.
7.2 You acknowledge the need to hold and retain Company or Group
Company information (in whatever format you may receive it) under
appropriately secure conditions.
7.3 Nothing in this paragraph shall prevent you from:
(a) making any disclosure of confidential information which has been
authorised in writing in advance by the Chair;
(b) making any disclosure of confidential information which is
required by law;
(c) making any protected disclosure within the meaning of section
43A of the Employment Rights Act 1996 (provided that the
disclosure is made in accordance with the provisions of that Act
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and you have complied with the Company's policy from time to
time in force regarding such disclosures);
(d) reporting a suspected criminal offence to the police or any law
enforcement agency or co-operating with the police or any law
enforcement agency regarding a criminal investigation or
prosecution;
(e) complying with an order from a court or tribunal to disclose or
give evidence;
(f) doing or saying anything that is required by HMRC or a regulator,
ombudsman or supervisory authority;
(g) making a disclosure of relevant confidential information to, or co-
operating with any investigation by, HMRC or a regulator,
ombudsman or supervisory authority regarding any misconduct,
wrongdoing or breach of regulatory requirements; or
(h) disclosing information to HMRC for the purposes of establishing
and paying (or recouping) tax and National Insurance liabilities
arising from your appointment or its termination.
INDUCTION AND TRAINING
8.1 Ahead of the commencement of your appointment, the Company will
settle with you a comprehensive, formal and tailored induction. We will
arrange for site visits and meetings with senior and middle management
and the Company’s external auditors. We will also arrange with
representatives of the Shareholder to meet with 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 in paragraph 2.1 above) for the purposes of the induction. The
Company Secretary will contact you with further details.
8.2 On an on-going basis, and further to the annual evaluation process,
the Company may 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.
INSURANCE AND INDEMNITY
9.1 The Company has directors’ and officers’ liability insurance and it
intends to maintain such cover for the full term of your appointment. The
indemnity limit is £60m (current at the date of this letter). A copy of the
policy document is available from the Company Secretary.
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10.
11.
12.
13.
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9.2 In addition, a deed of indemnity is in place for the directors, providing
an alternative to relying on or claiming against the Directors’ and Officers’
Policy, if for any reason there was a failure to renew a D&O policy,
insufficient cover or general issues in getting an insurer to pay. Should
you wish to enter into a deed of indemnity with the Company, please
contact the Company Secretary.
CHANGES TO PERSONAL DETAILS
You shall advise the Company Secretary promptly of any change in your
address or other personal contact details.
RETURN OF PROPERTY
On termination of your appointment with the Company however arising,
or at any time at the Board’s request, you shall immediately return to the
Company all documents, records, papers or other property belonging to
the Company which may be in your possession or under your control, and
which relate in any way to the Company’s business affairs and you shall
not retain any copies thereof.
MORAL RIGHTS
You hereby irrevocably waive any moral rights in all works prepared by
you, in the provision of your services to the Company, to which you are
now or may at any future time be entitled under Chapter IV of the
Copyright Designs and Patents Act 1988 or any similar provisions of law
in any jurisdiction, including (but without limitation) the right to be
identified, the right of integrity and the right against false attribution, and
agree not to institute, support, maintain or permit any action or claim to
the effect that any treatment, exploitation or use of such works or other
materials, infringes your moral rights.
POST-TERMINATION RESTRICTION
By countersignature of this letter and in consideration for the fees
payable to you under the terms of this letter, you agree that, in order to
protect the confidential information, trade secrets and business
connections of the Company to which you have access as a result of your
appointment, you will not (without the previous consent in writing of the
Company), for the period of six months immediately after the termination
of your appointment, whether as principal or agent and whether alone or
jointly with, or as a director, manager, partner, shareholder, employee
consultant of, any other person, carry on or be engaged, concerned or
interested in any business which is substantially similar to or which is (or
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intends to be) in competition with any business being carried on by the
Company or any Group Company with which you were involved or had
material management or strategic oversight in the 12 months prior to the
termination of your appointment (other than in a de minimis way). This
clause (Clause 13) shall not apply to prevent you from performing any
work in any position in respect of which, at the date of termination, you
had received the necessary clearance or permissions from the Company
pursuant to clause 6.1 above.
14, DATA PROTECTION
14.1. By signing this letter you acknowledge that the Company (and where
relevant its Group Companies) may hold and process data about you for
legal, personnel, administrative and management purposes in connection
with your appointment. Your personal data will be processed by the
Company in accordance with any relevant policies in place from time to
time. You acknowledge that this processing will or may involve the
Company processing special categories of your personal data (being
those categories of data as set out in Article 9(1) of the General Data
Protection Regulation 2016/679 ("GDPR")) and/or personal data relating
to criminal convictions and offences (as set out in Article 10 of the GDPR).
This may include (without limitation):
(a) information about your physical or mental health or condition in
order to monitor sickness-related absence and take decisions as
to your fitness to perform your duties;
(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.
14.2 You acknowledge that the Company may make such information available
to Group Companies, those who provide products or services to the
Company (such as advisers and payroll administrators), regulatory
authorities, governmental or quasi-governmental organisations and
potential (or actual) purchasers of all or part of the Company.
14.3. When handling personal data in connection with your appointment by the
Company on the terms of this letter, you shall comply with the Company's
Protecting Personal Data Policy. A copy of the Company’s Protecting
Personal Data Policy is available on the Post Office Intranet or by request
from our Data Protection Officer. Post Office may change its Protecting
Personal Data Policy at any time and you will be notified through the
appropriate channels.
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15.
16.
16.1
16.2
17.
18.
19.
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For more information please contact
sending an email to data. protection:
Protection Officer by
THIRD PARTY RIGHTS
No one other than you and the Company shall have any rights to
enforce the terms of this letter.
ENTIRE AGREEMENT
This letter constitutes the entire terms and conditions of your
appointment and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings
between you and the Company, whether written or oral, relating to its
subject matter.
You agree that you shall have no remedies in respect of any
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this letter and you shall not have any
claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in this letter.
VARIATION
No variation of this letter shall be effective unless it is in writing and
signed by you and the Company (or respective authorised
representatives).
GOVERNING LAW AND JURISDICTION
Your appointment with the Company and any dispute or claim arising out
of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and construed
in accordance with the law of England and Wales and you and the
Company irrevocably agree that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim that arises out
of or in connection with this appointment or its subject matter or
formation (including non-contractual disputes or claims).
GENERAL
For the purposes of this letter the following words and expressions shall
have the following meanings:
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"Group" means together the Company, any holding company or parent
undertaking of the Company and any subsidiary or subsidiary
undertaking of the Company or of any such holding company or parent
undertaking from time to time, in each case as each as defined in the
Companies Act 2006; and
"Group Company" means any member of the Group, other than the
Company, from time to time.
Please indicate your acceptance of these terms by signing and returning to the
attached copy of this letter to me.
Yours sincerely
Rachel Scarrabelotti (Company Secretary)
For and on behalf of Post Office Limited
I agree to the above terms of my appointment as a Non-Executive Director of
Post Office Limited and as a member of the Audit, Risk and Compliance
Committee as set out in this letter.
Signed on 20/06/2023
Andrew Darfoor
Non-Executive Director
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