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File notes SC/PV
FRIDAY 30/9 Costa Coffee Old St/Goswell Rd
Purpose: Susan had asked me earlier in the week, how I felt about her
continuing in the business and what job I was expecting her to do. I was
slightly surprised that she had raised the issue again - we had already had a
conversation where I said I had wanted to help her restore her reputation
after the Board discussion. But again I said that I wanted her to do what I
had asked of her prior to my holiday. le, to get on top of the new processes,
to lead the business through the mediation scheme and to help me use this
as a catalyst to change the culture, so we ‘listened’ more.
Susan was very very angry. She yelled at me. She thinks this has damaged
her reputation. She was upset that Alice had commissioned the RH review.
She was cross that I hadn't got her the ToR before I circulated it to Alice,
Alasdair and RH. She was convinced there was a breakdown of trust. Esp
between her and Alice. But with the Board generally. Although she did say
that all the Board except Susannah had been in touch.
I explained I had simply not had the time to give her the Tor - Dave Ward
call/ CWU discussion with CD/KG. I said if she felt some changes were
needed then I would be happy to consider them. She suggested that our
external lawyers Bond Dickenson (BD) should be involved. I said if that
helped I couldn't see why not and would think about it.
It is clear that the RH review has destabilised her. She shouted that she was
looking at other jobs. She threatened that we would have to back her -
implying the importance of references.
She again raised that Alice had made mistakes. I reminded her that we
probably all had and Alice had accepted that RH needed to be even-handed.
I reminded her again that I had raised (with Alice) the ‘issue’ of Alice also
needing to be interviewed. And I said that whilst I would be asking Alice
about a couple of challenges Susan raised (Alice believing Donald and BIS
comments about a PO cover-up?), I wanted to be loyal to the Chairman as I
believed she had imagined the RH review would be a way of moving on.
(I also wanted to see if we could get ourselves back on an even keel: Susan
is clearly making lawyers notes on everything; and I would like the two of
them to repair the relationship. Not sure how do-able the latter is but to
have it break down totally at present is not in anyone's interests. )
So I mostly listened and took the anger. Eventually, she calmed down and I
said I would (genuinely) like to help her find a way through this. She began
to be positive again and as we walked back to 148, Susan suggested I join
her and her HR team for her moving on supper. I thanked her, and said I
would be happy to do that and to say how sorry I was that it had happened
so quickly; that she had helped make the function much stronger and I was
grateful to her. (See context below.)
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MONDAY 2/9/13 PV meeting room 3pm
Over the weekend I reflected that Susan's request to bring in BD was more
about her lack of confidence and decided to reassure her that I was happy
to take her opinions - to demonstrate confidence in her. le., she didn’t need
BD to help her out. She had called on BD twice recently and she agreed
today that I was right and therefore they wouldn't need to be involved if she
had my support.
Susan then told me it didn't matter because she couldn't do her job any
more. The RH review was not the right action for the business. We had
ruined her reputation and compromised her. Professionally, she needed to
point out the the RH review shouldn't happen as not being legally privileged,
it could be detrimental to the business but Alice would not believe her and
intead see her view as defensive. Therefore she could no longer be
effective: a General Counsel cannot operate if they don't have the
confidence of the Chairman/Board/CEO. I repeated she had my confidence
and I cited other business issues in the last several days where I had sought
her counsel. I am trying to help her repair the situation. She pointed to the
impossibility of her ever coming before the Board. I disagreed - she will
have spoken to all of the Board. And I reminded her that Alice wanted an
open and even-handed RH “lessons learned” review.
I said that if she is right and the RH review is not in the best interests of the
business, then I needed to understand why (she is sending through the legal
case). And assuming she is correct then the she would have to brief me on
how to present the case to Alice, and, we would need to explain at the
same time, how we were going to demonstrate what lessons had been
learned. (To avoid the accusation of Susan being defensive.)
RH is due to see Susan and Angela on Wed am. If I am going to stop or pause
the review, I need to stand him down from those two meetings. Seeing
Susan in her current frame of mind will not help the business or her. As RH
is a past colleague of Alice (there are a couple of lessons to be learned here
too), then it would be sensible to tell Alice first.
I wonder if Susan is over-reacting to the RH review. But she could be right.
She will undoubtedly make the legal case against it. Emotionally, she may
just throw in the towel if we decide to press ahead. This may also be her
way of saying she can't cope with much more pressure at present.
If Susan leaves in the short-term, that will be a major set-back. She has
stabilised the project, she is demonstrating that she wants to ‘right the
wrong’ (my words - not hers). And importantly, the external stakeholders
have responded positively, and she has the confidence of the internal team.
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I need to find a way of calmimg this down. And buying us some time to think
carefully. We can do a “lessons learned" internally. And if we do it
ourselves, then there could also be some reconciliation.
How we handle this will say a great deal about the values of the business.
Neil - this is the end of the brief for our discussion. There are more notes
below as context if you have time. But not imperative.
Reflections:
In both meetings, Susan was very emotional. She is hurt. Her ego and self-
esteem have been undermined. She swings between wanting to get away
from it all with a settlement and leave immediately, to building a case to
fight and defend her reputation, to accepting that the most satisfactory
outcome would be to restore her reputation by managing the mediation
scheme through to a satisfactory ongoing process.
Each time, we have finished the meeting positively.
Susan had said to me prior to my leave, that she would never have put a
business she worked for in the situation we found ourselves with the SS
interim report, and she wished she had never allowed Alice to persuade her
to do the independent review. She should in her view have resigned over it
at the time.
My reflection on what happened with SS as I write this today (2/9/13), is
that Susan was possibly more loyal to her professional conduct requirements
and put her integrity as a lawyer above the interests of the business. She
did not communicate clearly what she was concerned about. If as she says
she felt compromised (personally and for the business) by being asked to
manage SS more closely, then her misjudgement was that she did not make
that clearer to me on the two or three occasions that I asked her to do so.
Susan believes the person who compromised her is Alice. Alice met JA part
way through the review and according to Susan Alice agreed with JA that SS
had to ‘keep the JFSA happy’. Susan believed that an independent review
meant that she could not/would not then intervene to change the biased
opinions that Second Sight reached because they were ‘keeping the JFSA
happy’. It took some strong persuasion for Susan to accept (which I am clear
she did, as she was disappointed with it) that the first interim report
needed SS to amend it. The Board and the external stakeholders only saw
the second version.
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Wider perfomance context:
Up until this time, Susan has been a wise (if risk averse - we had discussed
this) General Counsel. She worked long hours and professionally for the
business steering the PO through the MDA and MSA, during the separation
from Royal Mail. She has built and recruited a good team of lawyers: Rodric,
Piero (Bol) being great examples.
idler perfomance was good, she contributed well at ExCo. As Corporate
Services Director, she brought clarity to the HR team and helped it regain
confidence. She did not show as much HR leadership to the wider business
as we needed. And we agreed earlier in the year - long before the SS report
- that the business would benefit from dedicated and experienced HR
leadership. Susan made that point herself to the Board at the June
awayday. She agreed that she would relinquish the HR function. I began to
recruit for an HR director.
When we were faced with the urgency of handling the SS interim review
fall-out (ministerial statement to Parliament, high profile media etc), I told
Susan that I was minded to implement that decision immediately, so that
she could concentrate on SS handling. Fay would take on HR reporting to me
in the interim. Susan agreed.
HR announcement:
When I returned from holiday, I was told by Alwen that Susan had been
upset because I had not spoken to her about the timing of the
announcement. She indicated (2/9/13) that could be construed as
constructive dismissal; but then qualified her comments by confirming she
did know and had been involved twice in the decision making process.
(I haven't told Susan as it doesn't make her feel any better, but the internal
HR/Comms process, which usually works - didn't go through its normal
checks. She knew the announcement was going to be made. She would
normally have been asked to check the wording. I have since asked Alana to
review and make sure we are diligent in this. And I apologised to Susan, as it
made things more difficult for her than they needed to be.)
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