POL00409845 - Post Office LTF Board: POL Governance

Evidence on official site

POL00409845
POL00409845

Post Office Ltd — Strictly Confidential
POLB(12)06
POST OFFICE LTD BOARD
POL Governance
Purpose

As Post Office Ltd (POL) separates from Royal Mail, clear Governance processes
will need to be established which will enable POL to operate as a standalone
company and deliver its strategic plan. This paper is to inform the Board of the work
underway to achieve this and plans to ensure that we are operating independently
by April 2012.

Background

that it is aligned to the Postal Services Bill;

the terms of separation do not restrict the business's ability to operate commercially;
The UK Corporate Governance Code recommends

Activities
Activities are underway to develop a standalone company with further activities
being carried out before April 2012:

3.1 Activities underway:
« the establish a governance structure for the business (see Appendix
A)
e formation of an independent Post Office Board, with appropriate sub-
committees, Executive Team Committee with appropriate forums
* management culture with clear accountabilities, decision making
structures, escalation processes (see Appendix B — Terms of
Reference)
e setup board and sub committee terms of reference
e delegated authorities; reserved powers
e create and embed a well defined and articulated risk appetite into the
management process of the business;
e embed a robust compliance culture throughout the business and in
particular through the sales line and regulated operations (e.g. Supply
Chain);
e establish independent secretariat, legal and procurement capability
and structures.
amendment of memorandum and articles — to be agreed with SHEX
replacement of parent company guarantee
term
sealings
licences
authorised signatories

3.2 Activities to be developed by 2012 (see Appendix C)

Conclusion
POL00409845
POL00409845

Post Office Ltd — Strictly Confidential
8. Recommendations
The POL Board is asked to comment on plans and note the activities to achieve

to agree board and board subcommittee terms of reference

note the plan of activity to April 2012

to agree governance structure

to establish and process about reviewing board effectiveness

to agree a timescale to come back to the Board with memorandum and articles
separate session to agree and launch governance process

Susan Crichton
January 2012