POL00363164
POL00363164
Post Office Limited
(“the Company”)
Matters Reserved to the Board
Purpose
The Board is collectively responsible for setting the Company’s strategic
direction and primary business objectives. It establishes a robust
governance framework and ensures that the Company has financial and
human resources required to achieve its agreed objectives.
The Company is required to operate in accordance with the Companies Act
2006, the Company’s Articles of Association (the Articles) and any other
applicable and appropriate regulatory requirements. The Company seeks to
comply with the Financial Reporting Council’s UK Corporate Governance
Code 2018, where appropriate’.
The Directors’ statutory duties are set in the Companies Act 2006. One of
the primary duties of the Directors is to promote the success of the
Company for the benefit of its Shareholder? and taking into account the
interests of key stakeholders.
Matters Reserved to the Shareholder
In accordance with the Company’s Articles, the Shareholder may, by
special resolution, direct the directors to take, or refrain from taking, any
specified action (Article 45).
Article 8.1 (A) - (F) sets out certain powers reserved to the Shareholder
regarding Company Matters, which may occur and be effective only with
prior written consent from the Shareholder:
i. Appointment, reappointment or removal from office of any director,
chief executive (or equivalent) or Chair of the Company (Articles 8.1
(A) (i)-(iii), 40, 42, 44)3.
ii. Any change in the prescribed minimum number of directors of the
company (Article 8.1 (B) (via the Nominations Committee).
iii. The appointment of any person other than a director of the company
as an alternate director of any director of the company (Article 8.1
(C)).
iv. Any action taken by any company or the Board (including any
appointment, removal or re-designation) which would have the effect
1 As required under section 9.4 of the Framework Document between Post Office Limited, the Department of
Business, Energy & Industrial Strategy (now the Department for Business and Trade (DBT)), & UK Government
Investments (UKGI) (the Framework Document).
2? DBT
3 The recruitment and appointment process for a director of the Company including engagement terms of
external search agents for appointments and formation of interview panel (FD section 7.3 (iii)) must be
approved by the Nominations Committee for recommendation to the Shareholder. This must then be approved
by the Shareholder. The interview panel makes a recommendation of appointment at the end of the
recruitment process to the Shareholder.
The Shareholder shall appoint one senior UK Government official as the representative director to the POL
Board (FD section 7.3 (ii)).
The Shareholder shall appoint the Chair of the POL Board (FD section 7.3 (i)). This appointment is a public
appointment and must follow the rules set out in the Governance Code on Public Appointments.
PUBLIC
POL00363164
POL00363164
Post Office Limited
Matters Reserved to the Board
vi.
vii.
that the Board ceased to include directors appointed to the post of
Chair, chief executive and finance director (or directors carrying out
the general functions denoted by such posts) (Article 8.1 (D)).
Approval or variation of director and officer remuneration* and/or
terms and conditions of employment or engagement (Articles 8.1(E),
50-52 (via the Remuneration Committee).
Declaration or payment of a dividend or other distribution outside of
the Group Strategic Plan (Article 8.1 (F)).
Any distribution, payment or return to Shareholders of the Company
out of capital of the Company (Articles 8.1 (G), 76).
6. Article 8.1 (H) - (Z) sets out the powers reserved to the Shareholder
relating to Group Matters, which may occur and be effective only with prior
written consent from the Shareholder:
vi.
vii.
viii.
xi.
The alteration or deletion of, or the ratification of any breach of, all or
any part of the Articles (Articles 8.1 (H)).
Voluntary winding up or entry into administration of the company
(Article 8.1 (I)).
Redemption or purchase of the Company’s own shares or reduction in
share capital (Article 8.1 (J)).
Set up of a new subsidiary company or any action relating to shares
in the Company (Article 8.1 (K)).
Any action relating to shares held by the Company in a subsidiary or
associated undertaking® or in First Rate Exchange Services Holdings
Limited (while an associated undertaking of a member of the Group)
or in any other associated undertaking of a member of the Group
(Article 8.1(L)).
The amalgamation or merger of the Company with any other company
or business undertaking (Article 8.1 (M)).
The creation or granting of any encumbrance relating to the
Company's business, undertaking, assets or Shares unless arising in
the ordinary course of business® (Article 8.1 (N)).
Making of a loan, granting of credit or giving of a guarantee or
indemnity apart from intra-group arrangements entered into in the
ordinary course of business’ (Article 8.1 (O)).
The restructure or reorganisation of the Group structure such that the
Company’s shareholding in its subsidiary undertakings is altered or
amended (Article 8.1 (P)).
The actual or proposed presentation of a petition to appoint an
administrator of the Company (Article 8.1 (Q)).
Change to accounting reference date, practice or policy if different
from the Group and unless required by law or generally accepted
+ Encompassing: salary, share options, bonuses (including long-term and short-term incentive plans), benefits
in kind and pension rights. Exit packages outside the Group policies and procedures will also require approval.
5 An associated undertaking is defined an entity over which a company has significant influence but cannot
exercise control (pursuant to International Accounting Standard 28) and normally demonstrated by 20-50%
shares held. A subsidiary undertaking is defined as (a) holds a majority of the voting rights in it, (b) or is a
member of it and has the right to appoint or remove a majority of its board of directors, or (c) is a member of
it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it
(5.1159 CA 2006).
® This is a factual analysis that must be conducted on a case-by-case basis.
7 As previously defined.
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Post Office
POL00363164
POL00363164
Limited
Matters Reserved to the Board
xii.
xiii.
xiv.
xv.
xvi.
xvii.
xviii.
xix.
XX.
Xxi.
accounting principles (Article 8.1 (R)) (via Audit, Risk and Compliance
Committee).
The appointment, remuneration of any person who is not a member
of the Group as a director of any member of the Group (other than
the company and a member of the Group that is regulated by the FCA
(Article 8.1 (S)) (delegated to the Remuneration Committee)
The additional remuneration of any employee (but not salary
arrangements) of a member of the Group in their capacity as a
director of a member of the Group (Article 8.1 (S) (delegated to the
Remuneration Committee)).
The establishment of (or approval of any agreement to establish) a
new pension scheme by the company (Article 8.1 (T)).
The adoption of or any material variation or amendment of a Group
Strategic Plan previously adopted (Article 8.1 (U) and Group Business
Plan (Section 4.2 Framework Document)®.
The adoption, material variation or amendment to a Group Strategic
Plan previously adopted (Article 8.1 (V)).
Entry into a Relevant Transaction? whereby the Company’s interest in
an asset is lost meaning it can no longer perform the business of the
Company as per the Group Strategic Plan (Article 8.1 (W)).
The entry into or implementation of a Relevant Transaction’® by the
Company involving actual or likely spend or liability in excess of
£50,000,000 (Article 8.1 (X)) (on recommendation from the
Investment Committee).
The entry by the Company into any Relevant Transaction! which is
not on commercial terms and is not considered by the Board to be in
the interests of the company (Article 8.1 (Y)).
Any action in relation to the Post Office Trade Mark which prevents
the Group using the Trade Mark, including sale, assignment, charging,
mortgaging, granting of licence or disposal (Article 8.1 (Z)).
The borrowing of funds from any source other than another member
of the Post Office Group, Article 8.1 (Z) (AA)).
Cc. Duties & Responsibilities
Ti In addition to its legal duties, the Board has the following specific
responsibilities:
Setting the strategic direction of the Group by developing a Group
Strategic Plan and Group Business Plan;
Establishing the Group’s purpose and values;
Setting the Company's risk appetite and ensuring a proper framework
exists for the management of risk;
Maintenance of proper accounting and tax records, as required by the
Companies Act 2006;
Maintenance of a sound system of internal control so that the
Company can meet its statutory and regulatory obligations;
® Subsidiary Company Business Plans require the approval of the Company and Shareholder.
° Relevant Transaction is any transaction which is not (i) in the ordinary course of business, (ii) intra-group; or
(ili) approved in the Group Strategic Plan (Article 2).
20 As previously defined
1 As previously defined
PUBLIC
POL00363164
POL00363164
Post Office Limited
Matters Reserved to the Board
vi. Maintenance of the reputation of the Company as a public institution,
including consideration of new products and activities which may
attract public interest or have an impact on the value of the
Company’s brand;
vii. Ensuring regular and active communications with the Shareholder,
particularly on the Company’s performance against the Strategic Plan
and other key indicators;
viii. Delegation of authority to Board Committees according to their
respective Terms of Reference;
ix. Delegation of authority to the Group Chief Executive;
x. Formal evaluation of the performance of the Board and Board
Committees; and
xi. Ensuring that any statutory or administrative requirements for the
use of public funds are complied with, having regard to the
requirements under the Articles of Association, the Framework
Document and associated guidance.
8. Pursuant to Article 49, the Board may delegate any of the powers conferred
to them under the Articles to any executive director or committee as they
see fit. Whilst the Board may choose to so delegate, the following matters
are reserved to the Board, unless a specific delegation is in place (the
Board may revoke any delegated authority granted):
i. Approve for recommendation to the Shareholder on those matters
requiring Shareholder consent, as specified in the Articles (see
paragraph B above)??;
Strategy & Management
ii. Approve the Group’s purpose, and values;
iii. Approve the Funding Agreement with the Shareholder and monitoring
of the achievement of milestones contained within the plan;
iv. Approve the adoption of and review annually the criteria for
measurement of performance (Key Performance Indicators) and
management??;
v. Review and monitor necessary corrective action required in light of
reviews of performance against the Group Business Plan;
vi. Approve succession plans for directors of Group Companies and
monitor diversity, talent management and succession plans for senior
leaders of the Group (delegated to the Remuneration and Nominations
Committees).
Ownership, Capital Structure & Constitution’4
vii. Approve the change of the Company Name, trading name or
Registered Office for any member of the Group;
2 Certain matters may be approved by a Board Committee. Please refer to the Delegated Authorities Table.
13 The Company is required to provide quarterly reports to the Shareholder on the targets and budgets set out
in the GSP and the performance of the branch network (FD Section 13).
+ All other matters require Shareholder consent (see paragraph B above).
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Limited
Matters Reserved to the Board
Financial Reporting & Controls
viii.
ix.
x.
xi.
xii.
xiii.
xiv.
xv.
xvi.
xvii.
xviii.
Approve the Annual Report and Accounts (on recommendation from
the Audit, Risk and Compliance Committee);
Approve the half-yearly results*> (on recommendation from the Audit,
Risk and Compliance Committee);
Approve the recommendation for declaration of dividend and
payment of interim dividend (within the Group Strategic Plan) (Articles
68 - 69)!6;
Approve the Risk Policy incorporating the approach to risk appetite
(on recommendation from the Audit, Risk & Compliance Committee); !”
Review the Company’s risk management systems, internal controls
and key systems (delegated to the Audit, Risk & Compliance
Committee); !®
Approve changes to accounting reference date, practice or policy by
the Company as required by law or generally accepted accounting
principles (delegated to the Audit, Risk & Compliance Committee);
Approve of Group treasury, including methods of mitigating against
foreign currency exposure and any use of financial derivatives
(delegated to the Audit, Risk & Compliance Committee);
Monitor the independence of the external auditor (delegated to the
Audit, Risk & Compliance Committee);
Approve the appointment or termination of appointment of the Head
of Internal Audit, and approve the Internal Audit Charter and annual
Internal Audit Plans (delegated to the Audit, Risk & Compliance
Committee);
Approve the agreed annual external audit plans and approach to risk
assessment and the scope and plan of their audits (delegated to the
Audit, Risk & Compliance Committee);
Approve the Group’s policy on non-audit services by the auditor
(delegated to the Audit, Risk & Compliance Committee);
Financial Commitments
xix.
XX.
Approve the entry into or implementation of a transaction (OPEX
spend) by the Company involving actual or likely spend or liability’? up
to £50,000,000;
Approve the entry into or implementation of a transaction by the
Group involving actual or likely spend or liability in excess of
£5,000,000 excluding VAT for Post Office Management Services
15 Where produced
26 Declaration or payment of any dividend outside of the Group Strategic Plan requires Shareholder consent
(see paragraph B above). The Company is required to consent declarations of dividends within the Group
Strategic Plan for Subsidiary Companies.
) The Audit, Risk & Compliance Committee has delegated authority for the approval of the risk appetite
statements for different risk groupings developed under the Risk Policy.
18 As per the Risk Policy, the Board shall provide oversight of (and direction on) the management on the key
strategic business risks that could threaten the delivery of the Post Office’s strategic objectives, with the Audit,
Risk & Compliance Committee advising the Board of the key strategic risks it should have regard to.
8 See appendix for approvals required for unlimited liabilities and indemnities. There are certain matters where
there is a risk of loss or liability or a wider risk which should be escalated to the Board (and, in some instances,
the Shareholder). These instances may also come under the matters requiring Shareholder consent.
PUBLIC
POL00363164
POL00363164
Post Office Limited
Matters Reserved to the Board
Limited, and £2,000,000 excluding VAT for Payzone Bill Payments
Limited;
xxi. Approve change spend over £5,000,000 excluding VAT for the
Group (£2,000,00 excluding VAT for Payzone Bill Payments Limited);
xxii. Approve the Group pension strategy and any material changes to
pension arrangements for the Group, in particular reflecting the rate
of contribution made.
Appointment and Senior Remuneration
xxiii. Approve the appointment or removal of the Secretary (Article 66);
xxiv. Approve the appointment, remuneration?° or dismissal of senior
employee? (delegated to the Nominations and Remuneration
Committees);
xxv. Approve the appointment, reappointment, removal and
remuneration of directors for Subsidiary Companies”? (delegated to
the Nominations and Remuneration Committees);
xxvi. Approve the Group Remuneration Policy?? (on recommendation from
the Remuneration Committee);
xxvii. Approve the introduction of and any changes to any long or short
term incentive scheme, and performance criteria and any awards
made under such schemes (delegated to the Remuneration
Committee)?*;
xxviii. Approve the appointment, reappointment or removal of the Group’s
principal professional advisors,?> including the external auditor (on
recommendation from the Audit, Risk & Compliance Committee) ;
xxix. Approve of the appointment of external facilitators for Board and
Committee evaluations (delegated to the Nominations Committee);
Governance
xxx. Ensure delivery of obligations on the Company under the Postal
Services Act 2011, including the publication of the annual Network
Report and Postal Heritage Report;
xxxi. Approve the adoption of the Company policies related to business
operation and/or strategic matters and identified within the approved
policy framework as requiring Board level oversight (some policies
may be approved by Board Committees in accordance with the key
policy framework);
xxxii. Authorise a Conflict of Interest (Article 54 (A));
2 Encompassing: salary, share options, bonuses (including long-term and short-term incentive plans), benefits
in kind and pension rights. Exit packages outside the Group policies and procedures will also require approval.
2. Defined as any executive who reports directly to the Group Chief Executive Officer, other than executive
directors.
22 The Nominations Committee may also approve the nominations for appointment, reappointment or removal
of any statutory director who is an employee of the Group to an associated undertaking of the Group and the
appointment, reappointment or removal of the Shareholder Representative to an associated undertaking (First
Rate Exchange Services Holdings Limited).
2 This incorporates the establishment of any profit-sharing, share option, bonus or any other incentive
schemes for employees of any Group Company.
25 Remuneration of Executive Directors requires Shareholder approval.
25 This consists of advisors specifically mentioned in the Group Annual Report & Accounts including but not limited
to, the Group’s solicitors, actuary and financial advisors.
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Matters Reserved to the Board
10.
11.
12.
xxxiii. Approve overall levels of insurance for the Company, including
directors’ and officers’ liability insurance and any arrangement for
indemnity of directors (delegated to the Audit, Risk & Compliance
Committee);
xxxiv. Approve the adoption of and changes to Matters Reserved to the
Board (including appendices?”?) and Board Committee Terms of
Reference (on recommendation from the relevant committee for the
relevant committee);
xxxv. Approve the process for the annual review of Board and Board Sub-
Committee Effectiveness (delegated to the Nominations Committee);
xxxvi. Approve the authority delegated to the Group Chief Executive (or
equivalent) and the division of responsibilities between the chair,
chief executive and senior independent director (on recommendation
of the Nominations Committee);
xxxvii.Approve the Group’s overall corporate governance arrangements ;
xxxviii. Approve any Group Key Policies requiring Board approval under the
Group Key Policy Framework.?&
Delegation to Committees
The Board may delegate authority for specified responsibilities to
Committees of the Board. The Terms of Reference for these Committees
will be approved by the Board. The duties of each Committee are contained
in the Terms of Reference. The Committees of the Board are:
i. Audit, Risk & Compliance Committee
ii. Nominations Committee
iii. I Remuneration Committee
iv. Investment Committee
The Board has authority to establish additional Committees of the Board
from time to time.
Delegation to the Group Chief Executive Officer
The Group Chief Executive Officer (Group CEO) is granted full authority for
the day-to-day running of the business of the Company, including authority
to make changes to the management, approve agreements (including
novation, extension and/or variation of such agreements), and to accept
risks, rights and obligations on behalf of the Company (including NDAs,
Letters or Intent or exclusivity obligations), other than those matters
reserved to the Board and Shareholder for its decision and subject to the
limit of authority of up to £5,000,000 excluding VAT and any applicable
internal policies and processes.
The Group CEO is also authorised to sub-delegate such authority as he or
she sees fit, including the power to further sub-delegate, provided that
26 The Company must consider if the Group policy is sufficient or whether additional cover is required.
2 Including: Spend Approval Limits, Authorised Signatories, Records of Spend Approvals and Authorised
Signatories, Approval of unlimited liabilities and indemnities and Delegated Authorities
28 Review and approval of the Group Key Policy Framework is delegated to the Audit, Risk & Compliance
Committee. This Committee also has delegated authority to approve the Tax Strategy. Policies may otherwise
be approved as outlined in the Group Key Policy Framework.
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Matters Reserved to the Board
any such sub-delegation shall be within the limits of authority set out
above and evidenced in writing (see Spend Approval Limits Appendix).
F. Composition and Governance
Membership
13. The minimum number of directors is two (Article 37), but there is no
maximum. Appointment and any change to the minimum number of
directors is subject to the appropriate Shareholder approval.
14. Normally, terms of office will be three years for a maximum of two terms.
However, this is at the discretion of the Shareholder.
15. The composition of the Board is at the discretion of the Shareholder. The
current composition of the Board is:
i. Non-Executive Chair;
ii. One Senior Independent Non-Executive Director;
iii. Four Non-Executive Directors;
iv. One Shareholder representative;
v. Two Postmaster Non-Executive Directors and
vi. Two Executive Directors, being the Group CEO and Group Chief
Financial Officer.?°
Secretary
16. The Group Company Secretary, or his or her nominee, shall not be a
member of the Board but shall act as Secretary to the Board and shall keep
minutes and records of each meeting, as required by the Companies Act
2006.
17. Minutes of each meeting will be circulated to the Chair for approval and
then to all members of the Board. Minutes will be formally approved and
signed at the next meeting.
Quorum
18. The quorum for the transaction of business at a Board meeting shall be
two directors (Article 59).
Meetings
19. The Board shall meet as often as required, and not less than once every
quarter. A separate Strategy session will be held at least one a year. The
Board may meet in person, by telephone or by other electronic means, so
long as each member can contribute to the business of the meeting
simultaneously (Article 64).
2 This includes any persons holding these positions in the interim.
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Matters Reserved to the Board
20. Meetings may be convened by the Secretary to the Board, at the request
of the Chair, or any other director, at any time.
21. Notice of each meeting shall be given to all members of the Board and any
other person required to attend, at least 3 working days before each
meeting.
22. Other Group employees and/or external consultants may attend for part or
the whole of any Board meeting at the invitation of the Chair.
23. Resolutions may be made in writing° if signed by all directors entitled to
receive notice of the meeting (Article 63).
24. The Non-Executive Directors shall meet at least twice per year without the
executive directors being present.
G. ANNUAL REVIEW AND APPROVAL
25. The Board will undertake an annual review of its performance and the
content of the Matters Reserved (subject to the Articles of Association).
The Board will approval any changes to these Matters Reserved pursuant
to the annual review or whenever so required.
Approved by: Date: Version: Effective from:
Post Office Limited Board February 2015 1.0 February 2015
Post Office Limited Board 08/04/2020 2.0 09/04/2020
Post Office Limited Board 03/06/2021 2.1 04/06/2021
Post Office Limited Board 29/03/2022 2.2 30/03/2022
Post Office Limited Board 12/07/2022 2.3 13/07/2022
Post Office Limited Board 28/03/2023 2.4 29/03/2023
Post Office Limited Board 26/09/2023 2.5 26/09/2023
Post Office Limited Board 28/11/2023 2.6 29/11/2023
H. Appendices
Spend Approval Limits
The Board has delegated to the Group Chief Executive Officer (CEO) spend
approval of up to £5,000,000 and the Group CEO recommends to the Board
the following standard spend approval limits subject to applicable internal
policies and processes?!:
Job Title Spend Approval Limit
Group Chief Financial Officer (CFO) I £4,000,000
Group Executive Member?2 £2,000,000
Direct Reports to Group Executive I £250,000
°° This includes electronic circulation and signature.
31 OPEX spend may be approved in accordance with these levels. CAPEX spend requires prior approval from the
Investment Approvals and Delivery Group. The spend is measured over the life of the contract or project.
22 These are executives reporting directly to the Group Chief Executive Officer (Group Executive), other than
the Group Chief Financial Officer and excludes Personal, Executive Assistants or Team Supports who report
directly to a Group Executive member.
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The Group CEO may sub-delegate up to his spend limit of £5,000,000 and
determine the conditions of that delegation. Such delegation must be
provided to the Group Company Secretary in writing.
The Group CFO and Group Executive member may delegate up to their
£4,000,000 and £2,000,000 spend approval limit respectively, on a
permanent or ad hoc basis, to their direct reports or below, provided such
delegation is provided to the Group Company Secretary in writing. For the
avoid of doubt, direct reports to Group Executive members automatically
have a £250,000 delegation, unless the Group Executive member advises
the Company Secretariat otherwise’.
Authorised Signatories & Company Seal Authority*+
The following positions are approved to sign documents that will bind the
Company such as, but not limited to, contracts, statements of work, change
notes, order forms and terms & conditions.*> Signature is subject to
applicable internal policies, processes and documented exceptions:
- Any Statutory Director;
- The Group Company Secretary?®;
- The Deputy Company Secretary
- Any member of the Group Executive?”; and
- Any Senior Assistant Company Secretary.
The following positions®® are permitted to sign employment contracts and
similar HR related agreements (together “HR Contracts”), or Postmaster
contracts, including franchise agreements as part of the DMB programme
(together “Postmaster Contracts”) (for the purpose as specified only) as set
out below:
Job Title Purpose
People Services Manager HR Contracts
People Lead Team
Recruitment Team
People Business Partnering Team
Retail Engagement Director Postmaster Contracts
Head of Postmaster Onboarding
CRM Onboarding and Compliance Manager
Lead Onboarding Manager
% This does not apply to Personal, Executive Assistants or Team Supports who report directly to a Group
Executive member.
34 This current update to the authorised signatories list was approved by the Board at its meeting on 28"
March 2023.
35 The Board authorised the Company Secretariat to keep a list of authorised signatories in its meeting on 22
January 2016 (see minute reference 69 of 2016).
3© This includes any persons holding this position in the interim.
» These are executives reporting directly to the Group Chief Executive Officer (Group Executive), other than
executive directors and excludes Personal, Executive Assistants or Team Supports who report directly to a
Group Executive member.
38 Or positions equivalent to this. Authority is given to the role holder where job titles are modified or updated
however the scope of the role remains the same. The Company Secretary will determine if it is appropriate to
update the authorised signatories list following a change in job titles.
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Matters Reserved to the Board
[ Onboarding Team Manager [
Any one of the following positions is approved to authenticate the affixing
of the Company Seal pursuant to Article 78 (C):
- A Statutory Director;
- Group General Counsel;
- Group Company Secretary*®
- Deputy Company Secretary; or
- Senior Assistant Company Secretary.
The following positions*®? are permitted to sign standard Post Office
intellectual property licensing letters*! (for this specified purpose only):
- Head of Brand
- Group Corporate Affairs, Brand and Communications Director
The following positions*? are permitted to sign fraud recovery letters with
a value up to £250,000 (for this specified purpose only):
- Product Portfolio Director - Banking, Payments and Transactional
Products
- Head of Banking
The following positions*? are permitted to sign IT Software Sales Orders
subject to an eCAF and up to the amount of £250,000 (for this specified
purpose only):
- IT Vendor Manager - Software
The following positions are permitted to sign exit assistance notices and
termination letters (for this specified purpose only)**:
- Procurement Director
Records of Spend Approvals and Signatories
The Group Company Secretary is authorised to keep a list of individuals
who hold authority to approve spend, are authorised signatories and may
authenticate the Company Seal from time to time. Any changes in persons
appointed the relevant positions must be notified to the Group Company
Secretary in writing.
Liabilities and Indemnities®
Where Post Office Limited enters into arrangements/contracts as either a
supplier of services or as a customer to third parties, there are categories
of loss (or liability or indemnity) which cannot be limited by law (listed in
39 This includes any persons holding this position in the interim.
40 Or positions equivalent to this.
41 Or where any amendments are made within the Post Office house position. This will be determined by the
Legal team. Non-standard licences and licences that require stronger/wider obligations or indemnities from
Post Office, will go through the contract approval process before signature.
42 Or positions equivalent to this. Authority is given to the role holder where job titles are modified or updated
however the scope of the role remains the same. The Company Secretary will determine if it is appropriate to
update the authorised signatories list following a change in job titles.
43 Or positions equivalent to this.
44 The termination of contracts, whereby exiting or ending the agreement does not trigger any liabilities nor
additional costs, are exempted from requiring an eCAF and may be signed by the Procurement Director.
Termination outside of these parameters (for example, where early exit fees apply) will be subject to the
contract approval process.
“© This approach was approved by the Board on 28 September 2022.
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(a) below) and others, which as common practice, are required for all
contracts. If this is the case, the following rules shall apply:
i. If an unlimited liability/indemnity is for one of the following “standard
liabilities,” no additional approval is required and approval is required
under the spend approval limits;
a. Categories of loss that cannot be limited by law:
« death
personal injury
© fraud
« fraudulent misrepresentation
b. Categories of loss which reflect industry practice:
« breach of third party intellectual property rights (IPR);
« breach of Confidentiality;
e breach of Data Protection; and
« breach of applicable law.
ii. If departure is required from the standard unlimited liabilities and
indemnities (listed above), the Qualified Legal Counsel*® will provide a
risk note on the liabilities and indemnities which will be approved by the
Contract Owner and Qualified Legal Counsel and, where required (such
as where liabilities or indemnities are medium/ high risk), the Group
Legal Director.
iii. Annex 1 sets out Post Office Limited’s approach to liabilities and
indemnities.
iv. Liability and indemnity provisions in Settlement Agreements and
Secondment Agreements arise frequently, therefore specific approvals
are provided for those in approach set out in section C, Annex 1.
There are certain matters where there is a risk of loss or liability or a
wider risk which should be escalated to the Board (and, in some
instances, Shareholder)?’:
* agranting of a security in excess of £5m*®;
* a new area of business which might bring the Group within the
scope of oversight of a regulator to which it has not previously
been subject*?;
* a matter which gives rise to risk in excess of £5m in maintaining
service commitment to customers in line with the Group’s social
purpose (for which the Group has an averse risk statement)°°;
46 Qualified Legal Counsel (qualified lawyer) is *...someone who holds a legal professional qualification which
allows them to practice in English and Wales or another jurisdiction. This includes lawyers such as Barristers,
CILEX practitioner or Chartered Legal Executive, Northern Ireland, Republic of Ireland and Scottish solicitor’
(SRA, 2021).
47 Please consult the matters reserved to the Shareholder consent in paragraph B above.
#8 See also Article 8.1 (AA) & (X)
* See also Article 8.1(Z)
5° Subject to Article 8.1(X)
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POL00363164
POL00363164
Post Office Limited
Matters Reserved to the Board
* a matter which could risk disruption to the credit facility (averse
risk appetite - the Company is to ensure loan remains below
£950m with maintenance of £200m headroom)*"; or
¢ a matter where there is realistic possibility of Competition and
Markets Authority intervention®.
Annex 1 - Current and Proposed Market Standard Unlimited Liabilities
and Indemnities Position (See separate document)
Delegated Authorities (see separate document)
5: Refer also to the Treasury Policy and Article 8.1(AA)
52 See also Article 8.1(Z)
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