POL00363160
POL00363160
Post Office Limited
(“the Company”)
Terms of Reference of the Strategic Executive Group
The Strategic Executive Group (SEG) comprises the most senior members of the
Leadership Team under the authority of the Group Chief Executive Officer, who is
accountable to the Company Board for the day-to-day operations of the Company.
As a decision-making body, the SEG’s authority is subject to the powers and duties
of the Company Board, as set out in the Articles of Association and the Framework
Document.
A. Purpose
1. The purpose of the SEG is to assist the Group Chief Executive Officer in the
performance of his or her duties within the bounds of the authority as
delegated to him or her by the Company’s Board Matters Reserved for the
day-to-day running of the business of the Company, including:
i. the development and implementation of strategy, operational plans,
policies, procedures and budgets;
ii. the monitoring of operating and financial performance;
iii. the assessment and control of risk;
iv. the prioritisation and allocation of resources; and
v. the oversight of the business.
B. Duties & Responsib'
1. The SEG shall:
Objectives and Strategy
i. Review and approve for recommendation to the Company Board
the adoption of or any material variation or amendment of a Group?!
Strategic Plan? and Group Business Plan;?
ii. Ensure the approved Group Strategic Plan and Group Business Plan
are successfully delivered, and report back to the Company Board on
their delivery;
iii. Ensure the strategic plan is updated as required, and aligned to
shareholder policy.
Performance and operations
iv. Monitor financial and operational progress against targets set by the
Company Board;
v. Review the day-to-day policies designed to manage operational risks
within the Company (delegated to the Risk & Compliance Committee);
vi. Ensure the best use of the resources available to the Group including
financial, human and technological resources and that these are
properly allocated and are adequate;
1 The Group is defined as Post Office Limited and its subsidiary undertakings: Post Office Management Services
Limited (Post Office Insurance) and Payzone Bill Payments Limited.
2 Pursuant to Article 8.1 (U) such a Group Strategic Plan (and any material variation thereof) requires approval
of the Shareholder, the Department for Business and Trade (DBT).
2 See Section 4.2 of the Framework Document. Further, Subsidiary Company Business Plans require the review
and recommendation for approval by the SEG to the Company Board. Subsidiary and Group Business Plans
require approval of the Shareholder.
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Post Office Li
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imited
Terms of Reference of the SEG
vii.
viii.
Spen
x.
xi.
xii.
Review the performance of the Senior Leadership Population (SLP)
and the performance analysis across the Group, by operating unit on
a yearly basis and taking any action to improve performance;
Review and approve for recommendation to the Company Board
(or relevant Board Committee, as appropriate)) any matters that
require consent of the Company Board and the Shareholder for all
Group Companies pursuant to the Company's Articles of Association
and Framework Document;*
Ensure Company Board decisions are implemented;
d Approvals
Approve for recommendation to the Company Board, the entry into or implementation
of a transaction (OPEX spend) by the Group involving actual or likely spend or liability>
in excess of £5,000,000 or in excess of £2,000,000 for Payzone Bill Payments Limited.
Approve Change Spend® of under £5,000,000 for the Group (delegated to the
Investment Approvals and Delivery Group);”
Approve for recommendation to the Company Board, Change Spend? over £5,000,000
for the Group (or over £2,000,000 for Payzone Bill Payments Limited);
People
xiii.
xiv.
XV.
xvi.
Ensure appropriate levels of authority are delegated to senior
management;
Ensure the provision of adequate management development and
succession;
Determine and ensure the implementation of appropriate
remuneration structures within the business below the
responsibilities of the Remuneration Committee;
Ensure the appropriate succession planning is in place for members
of SEG, the Leadership Team (LT) and the Senior Leadership
Population (SLP).
Business structure and risk management
* Certain matters do not require SEG review and recommendation as they will be reviewed by the Risk &
Compliance Committee (matters relating to audit and risk) or proceed straight to the relevant Board Committee
(matters relatin
5 Non-standa’
may be appr
part of the C
g to accounts, appointments and remuneration). See the Board’s Table of Delegated Authorities.
rd unlimited liabilities and indemnities or those capped at £2m and above
‘oved by Group General Counsel and the Company’s Chief Financial Officer as
‘ontract Approval Process. Standard liabilities and indemnities do not require
additional approvals or Board oversight. There are certain matters where there is a risk
of loss or liability or a wider risk which should be escalated to the Shareholder. These
instances may also come under the matters requiring Shareholder consent. Please refer
to the Matters Reserved to the Board.
® Change spend refers to the CAPEX & Exceptional budget, which is managed by the
Group Change team. It does not include OPEX spend or contract approvals, for which the
appropriate spend approvals must be considered.
7 Any spend of over £2,000,000 for Payzone Bill Payments Limited must be approved by
the Company Board.
® Change spend refers to the CAPEX & Exceptional budget, which is managed by the
Group Change team. It does not include OPEX spend or contract approvals, for which the
appropriate spend approvals must be considered.
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POL00363160
POL00363160
Post Office Limited
Terms of Reference of the SEG
xvii. Ensure the implementation of policies and processes to embed sound
risk management practices and positive risk culture in all Group
activities (delegated to the Risk & Compliance Committee);
xviii. Review the Company and structure of the Group and make
recommendations for change;
xix. Ensure the control, co-ordination and monitoring within the Group of
risk and internal controls (delegated to the Risk & Compliance
Committee);
xx. Ensure compliance with relevant legislation and regulations
(delegated to the Risk & Compliance Committee);
xxi. Ensure the safeguarding of the integrity of management information
and financial reporting systems (delegated to the Risk & Compliance
Committee);
2. SEG members will be expected to:
i. Champion and role model the values and behaviours of the Group;
ii. Attend all SEG meetings or arrange appropriate representation if
absence is unavoidable;
iii. Review all material circulated to SEG and clarify as necessary their
own understanding of key issues facing the Group;
iv. Work collaboratively to achieve the agreed key business objectives;
v. Highlight, discuss and resolve operational issues which threaten
business success;
vi. Promote employee engagement;
vii. Discuss and review improvements to ways of working to ensure the
best use of resources available to the Group;.
viii. Raise matters of concern or difficulty with fellow SEG members and
seek their input with the aim of resolving difficulties at an early stage;
ix. Contribute to setting the agenda for SEG meetings to focus on the
priorities for the business as a whole;
x. I Provide constructive challenge to other members of SEG on matters
due to go forward to the Company Board;
xi. Complete actions within the timescales set;
xii. Be accountable for the actions and financial performance of their area
of responsibility;
xiii. Act within the delegated authority and spend approval limits set by the
Group Chief Executive Officer (as delegated to him by the Company
Board) and in accordance with the applicable internal policies and
processes;
xiv. Communicate through their own reporting lines, as appropriate, SEG
decisions and requests; and
xv. Attend SEG sub-committees of which they are members and ensure
Cc. Reporting Responsi
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that those sub-committees deliver to the mandate agreed by the SEG
POL00363160
POL00363160
Post Office Limited
Terms of Reference of the SEG
3. The SEG shall ensure the timely and appropriate reporting to the Company
Board and the timely cascade of information to the Leadership Team and
the broader business, as required.
4. The Chair will provide a report to each Company Board meeting on the most
significant matters facing the organisation in the short to medium term
(“the CEO Report”).
D. Delegation to Committees
5s The SEG may establish sub-committees or steering committees which shall
investigate or deal with particular matters and report back to SEG on a
regular basis, but no such action shall constitute delegation by SEG of its
responsibility for operational performance and mitigation of operational
risk.
6. The standing committees of the SEG are:
i. The Risk & Compliance Committee;
ii. IThe Investment Approvals and Delivery Group;
iii. I OPEX Committee;
iv. Retail Committee;
v. Technology Committee;
vi. Historical Matters Funding Meeting;
vii. I Improvement Delivery Group;
viii. Inquiry Steering Committee;
ix. Post Office Pension Plan - Governance Group;
x. Health and Safety Committee;
xi. SPM Committee; and
xii. Data Governance Committee.
7. The SEG has authority to establish additional sub-committees or steering
committees of the SEG from time to time, as well as remove any.
8. The SEG shall review reports from SEG sub-committees and monitor the
performance against the sub-committee mandate and terms of reference.
E. Authority
9. The SEG has authority to deal with operational matters and expenditure
up to £5,000,000 under the authority delegated to the Group Chief
Executive Officer by the Company Board. This authority is subject to the
Matters Reserved to the Board and Shareholder for its decision and any
applicable internal policies and processes. The Company Board retains
legal responsibility for the activities of the Company as a corporate entity.
10. The SEG reports to and escalates matters to the Board, including via the
CEO report. The SEG delegates to the Leadership Team, sub-committees,
and individual Directors as appropriate.
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POL00363160
POL00363160
Post Office Limited
Terms of Reference of the SEG
F. Composition and Governance
Membership
11. The SEG shall consist of the:
i. Group Chief Executive Officer (Chair)
ii. Group Deputy Chief Executive Officer
iii. Group Chief Finance Officer?
iv. Group Chief Transformation Officer
v. Group Chief People Officer
12, Members of SEG may send a nominee to deputise on their behalf with prior
approval of the Chair.
13. The Group General Counsel (or appropriate deputy) will attend all formal
SEG meetings. Their role is to provide advice including legal professional
privileged advice to the SEG.
14. The Chief of Staff will also attend all formal SEG meetings.
Quorum
15. Quorum shall be three members of SEG of whom at least one must be either
the Group Chief Executive Officer, the Group Deputy Chief Executive Officer
or the Interim Chief Financial Officer.
Committee Secretary
16. The Company Secretary, or his or her nominee, shall act as Secretary to
the SEG and shall attend all formal meetings to keep minutes and record
actions.
Frequency
17. The SEG shall meet on a weekly basis.
18. Once a month, the meeting will be more substantive, and/ or include
matters that might require input or approval from the Board
° The Interim Chief Finance Officer is currently deputising.
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POL00363160
POL00363160
Post Office Limited
Terms of Reference of the SEG
Paper and presentation guidelines
19. Papers will be submitted by 4pm on the Friday prior to the meeting on a
Wednesday. Late papers may result in the agenda item being carried
forward.
20. Papers submitted are expected to be well written, comprehensive and
succinct, and within the agreed templates (as they may change over time).
21. Presenters to the meeting should take the papers as read, and take a few
minutes to highlight the ask and key points to note.
Governance
22. Meetings may be held in person or virtually, so long as all participants can
contribute to the meeting simultaneously.
23. Notice of each meeting shall be given to all those entitled to participate at
least three working days before the meeting.
24. In exceptional circumstances, written requests for approval by SEG may be
circulated by email, if agreed by the Group Chief Executive Officer.
25. Meetings for the SEG will be convened by the Secretary in consultation with
the Chair. The Secretary will be responsible for setting the venue date and
time of meetings in conjunction with the Chair.
26. Minutes of each SEG meeting will be circulated to all members and standing
attendees of the SEG.
27. The attendance of other employees for part or the whole of any SEG
meeting shall be solely at the discretion of the Chair.
G. Annual Review and Approval
22. The SEG will undertake an annual review of its Terms of Reference. The
outcome of these reviews will be recommended to the SEG for approval
(notwithstanding amendments approved by the SEG whenever so required).
Approved by: Date: Version: I Effective from:
Group Executive December 2016 1.0 December 2016
Group Executive 11 November 2020 I 2.0 12 November 2020
Group Executive 14 December 2022 I 3.0 15 December 2022
Group Executive 01 March 2023 3.1 02 March 2023
Group Executive 16 August 2023 3.2 21 August 2023
Group Executive 6 September 2023 I 3.3 7 September 2023
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