POL00411154
POL00411154
Post Office Limited — Strictly Confidential
NC14/27 — 14/35
POST OFFICE LIMITED
(Company no. 2154540)
Minutes of a meeting of the Nominations Committee held on 2 July 2014
at 148 Old Street, London EC1V 9HQ
Present:
Alice Perkins Chairman
Neil McCausland Senior Independent Director
Virginia Holmes Non-Executive Director
In attendance:
Paula Vennells Chief Executive
Neil Hayward Group People Director
Alwen Lyons Company Secretary
Deborah Loudon Saxton Bampfylde (Minute 14/30 and 14/31)
Amelia Black Saxton Bampfylde (Minute 14/30 14/31)
NC14/27 INTRODUCTION
A quorum being present, the Chairman opened the meeting.
NC14/28 MINUTES OF LAST MEETING AND MATTERS ARISING
(a) The minutes of the Committee meetings held on 13 May 2014 were
approved for signature by the Chair.
NC14/29 GENERAL COUNSEL RECRUITMENT
(a) The CEO and Neil Hayward provided a verbal update on the progress
to date with the General Counsel recruitment.
The Committee discussed the proposed external candidate, Jane
MacLeod (JM), and the feedback from her Hay assessment.
Neil Hayward recognised that the report highlighted areas for
development but thought that JM was a good enough candidate to
appoint.
Virginia Holmes reported on her meeting with JM and it was agreed
that although JM has strong corporate finance knowledge her lack of
financial services domain knowledge was a concern. It was agreed
that to deliver the significant FS plan the Business would need a
strong General Counsel with specific FS expertise.
The Committee agreed that the Business should try once more to
persuade Chris Aujard to join the Business or extend his interim
contract for an additional year to take his contract to March 2016.
ACTION:
Virginia Holmes
ACTION:
Neil Hayward
NC14/30
ACTION:
Deborah Loudon/
NomCo
NC14/31
ACTION:
Neil Hayward/
Virginia Holmes
NC14/32
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Post Office Limited — Strictly Confidential
(a)
(b)
(c)
(a)
(a)
(b)
Virginia Holmes offered to meet Chris Aujard to discuss the external
FS jobs market. She would seek to understand if he had any appetite
to take on the General Counsel role on a permanent basis or to
extend his contact.
It was agreed that any decisions would be deferred until after this
discussion with Chris Aujard, then the Committee would consider
whether to appoint JM or go back to out to the market with another
search.
NON-EXECUTIVE DIRECTOR RECRUITMENT
The Committee welcomed Deborah Loudon and Amelia Black, Saxton
Bampfylde (SB), to the meeting and received an update on the search
for an additional Non-Executive Director (NED).
The Committee discussed a list of possible candidates
It was agreed that a candidate with a blend of government experience
and commercial expertise would be best for the role but that core
government expertise was paramount.
Deborah Loudon promised to provide an updated list of possible
candidates by mid-August after which the Committee would be
convened by conference call to discuss the candidates. The Chairman
would then meet three or four of the selected candidates.
POST OFFICE MANAGEMENT SERVICES LIMITED NON-
EXECUTIVE DIRECTOR RECRUITMENT
The Chairman asked if SB had the expertise to undertake a search for
the NED with FS domain knowledge who would be the Chairman of
the Post Office Management Services subsidiary. Deborah Loudon
explained that this was not her area of expertise but that she would
recommend Sarah Orwin to lead such a search. Neil Hayward agreed
to provide a role profile and job description for SB to consider, and
then for Sarah Orwin to meet Virginia Holmes.
Deborah Loudon and Amelia Black left the meeting.
TOP LEVEL ORGANISATION REVIEW
Neil Hayward presented the design principles for the revised new
organisational structure to the meeting. He suggested that discussion
focus first on the getting the right model before considering the people
involved.
The Committee discussed the proposed structure specifically;
e the reporting lines for Business Transformation and Digital
NC14/33
ACTION:
Chairman
NC14/34
NC14/35
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Post Office Limited — Strictly Confidential
(d)
(e)
(a)
(b)
(c)
(a)
(a)
(CDO) and the possible temporary nature of these roles;
e the position of IT within Digital, as there was a consensus that
this fitted better within Finance & Operations;
e the recognition that with IT in Finance & Operations this made
the function very large;
e the possibility of a Sales and Operations Director with support
for the role and additional Sales capability;
e it was recognised that Operations may be best split between
Sales and Finance;
e the Strategy role in Commercial should be badged as
commercial strategy and the question of a Strategy Director
reporting directly to the CEO should be revisited.
e the need to retain FS as a separate pillar.
Neil Hayward thanked the Committee for their input and agreed to
revisit the organisational structure with the CEO.
The Committee discussed the people implications of any changes.
It was recognised that with the significant IT programme which she is
delivering, any structural changes could make Lesley Sewell is a flight
risk to the Business and Neil Hayward agreed to consider the
approach to this alongside the additional money agreed by the
Remuneration Committee.
BOARD EFFECTIVENESS
The Chairman reminded the Committee of the Board effectiveness
review carried out during the summer of 2013.
The Committee agreed that the Chairman should discuss the next
Board effectiveness review with the Shareholder Executive (ShEx)
and recommend a similar internal process.
If ShEx are supportive, a similar internal review would be undertaken
by the Chairman early in 2015 including a review of the Chairman by
the Neil McCausland, Senior Independent Director.
ANY OTHER BUSINESS AND DATE OF NEXT MEETING
The next meeting of the Committee was scheduled for 11.00 - 13.00,
22 October 2014
CLOSE
There being no further business, the meeting was closed.