POL00363156
POL00363156
POST OFFICE LIMITED
(“the Company”)
Terms of Reference of the Investment Committee
The Investment Committee (the “Committee”) is a Committee of the Company Board (“the
Board”) from which it derives its authority, and to which it reports after each meeting. Its
authority is always subject to the powers and duties of the Board, as set out in the Articles of
Association.
A.
1.
PURPOSE
The purpose of the Committee is to provide Board level oversight of the Company's
investment activity. For the purposes of the Committee's work investment activity is
considered to include all project based operating costs, exceptional spend and capital
expenditure, where a project is defined as a new, one-off or otherwise non-recurring
activity. It does not include business as usual operating costs, exceptional spend and
capital expenditure.
DUTIES AND RESPONSIBILITIES
Oversight
Review and challenge management's plans for investment activity that form part of
the Company's three-year plan forecasts and funding submissions provided to the
Department for Business and Trade (DBT), to ensure alignment with inter alia Group
priorities, Managing Public Money and any wider guidance provided by DBT including
on affordability.
Review and challenge management's plans for investment activity that form part of
the Company's annual budget, to ensure alignment with inter alia Group priorities,
Managing Public Money and the affordability of the proposed activity within relevant
period.
Review and challenge the Company's integrated investment activity plan to oversee
all in-flight change activity, to include inter alia cross-portfolio dependency
management, risk assessment and mitigation as well as change capacity planning
and management.
Review and challenge delivery performance of investment activity, including
performance against cost forecasts (e.g. project spend and forecasting), plan
milestones (e.g. relevant key performance indicators and benefits realisation).
Raise any material risks and issues with the Board.
Investment Act
ity Approval Process
Review and approve the schedule for investment activity approvals going to Board
and provide guidance on what materials, including externally commissioned
materials, should be provided to support Board discussion.
Consider any implications that arise under the Funding Agreement, including the
prospect of any additional funding requests, for consideration by the Board and
recommendation to the Shareholder, where appropriate.
10.
11,
12.
13.
POL00363156
POL00363156
POST OFFICE LIMITED
(“the Company”)
Terms of Reference of the Investment Committee
Recommend to the Board a pipeline of upcoming proposals for spend above
£50,000,000. In making recommendations, the Committee should take into account
how any investment request aligns with Shareholder objectives.
REPORTING RESPONSIBILITIES
The Committee Chair shall report to the Board after each meeting on the nature and
content of its discussion, recommendations and action to be taken.
Report to the Board whatever recommendations it deems appropriate on any area
within its remit where action or improvement is needed, and adequate time should be
available for Board discussion when necessary.
Report on its activities in the Company's annual report.
AUTHORITY
The Committee is authorised by the Board to obtain, at the Company’s expense,
external professional advice on any matters within its terms of reference.
The Committee shall be authorised to seek any information it requires from any
employee of the Company in order to perform its duties.
COMPOSITION AND GOVERNANCE
Membership
The Committee Chair and members of the Committee will be appointed by the Board,
acting on the recommendation of the Nominations Committee and in consultation with
the Chair of the Remuneration Committee and shall be appointed for a period
coinciding with their term of appointment as directors of the Company, which may be
extended for an additional three-year period, provided the director still meets the
criteria for membership of the Committee and is otherwise approved for re-
appointment as a director of the Company.
The Committee Chair should seek engagement with the Shareholder on significant
matters related to the Committee’s areas of responsibility.
In the absence of the Committee Chair at any meeting, the Committee members
present shall determine who shall chair the Committee.
14,
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
POL00363156
POL00363156
POST OFFICE LIMITED
(“the Company”)
Terms of Reference of the Investment Committee
Quorum
Quorum shall be two members.
Committee Secretary
The Group Company Secretary, or his or her nominee, shall act as Secretary to the
Committee and shall attend all meetings to keep minutes and record actions.
Frequency
The Committee shall meet as often as required but at least three times per year.
Governance
Meetings may be held in person or by telephone or other electronic means, so long
as all participants can contribute to the meeting simultaneously.
Notice of each meeting shall be given to all those entitled to participate at least three
working days before the meeting.
Meetings for the Committee may be convened by the Secretary in consultation with
the Chair, or by any member of the Committee, at any time. The Secretary will be
responsible for setting the venue date and time of meetings in conjunction with the
Chair. All papers supporting the meeting will be issued in good time, one week in
advance of the meeting date.
The Chair will report regularly to the Board. Minutes of each Committee meeting will
be circulated to all members of the Committee and, once agreed, to those members
of the Board who have no personal interest in the matters discussed. Where a conflict
of interest exists, the Company Secretary will provide sufficient information to the full
Board to provide an understanding of the matter(s) considered.
The Secretary shall provide current and new Committee members with any training,
briefings or induction required under the supervision of the Chair.
Only members of the Committee have the right to attend Committee meetings. The
Group Chief Executive Officer, the Deputy Chief Executive Officer, the Group Chief
Financial Officer, the Group Chief Commercial Officer, the Group Chief
Transformation Officer and the Strategy and Transformation Director (as well as any
external advisers) shall be informed of the date of each meeting and may be invited
by the Chair to attend all or part of any meeting, as and when appropriate.
The Committee shall have access to sufficient executive time and resources in order
to carry on its duties, including access to the Company Secretary and members of
relevant teams within the Company.
If there should be disagreement between the Investment Committee and the full
Board, the Chair of the Board shall make time available for discussion of the issue so
that the matter may be resolved. Where any such disagreement cannot be resolved,
the Investment Committee may report the issue as part of any annual report on its
activities.
POL00363156
POL00363156
POST OFFICE LIMITED
(“the Company”)
Terms of Reference of the Investment Committee
F. ANNUAL REVIEW AND APPROVAL
25. The Committee will undertake an annual review of its performance and the Terms of
Reference. The outcome of these review will be recommended to the Board for
approval (notwithstanding amendments approved by the Committee whenever so
required).
Approved by: Date: Version: I Effective from:
Post Office Limited Board 26/09/2023 1.1 26/09/2023