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Finsbury Dials
20 Finsbury Street
London
EC2Y 9AQ
PRIVATE AND CONFIDENTIAL
Carla Stent
GRO
4" December 2015
Dear Carla,
Letter of appointment
Following the recommendation of the nomination committee, the board of
directors (Board) of Post Office Limited (Company) is pleased to hear that
you have accepted our offer to join the Board as an independent non-
executive director (NED) and chair of audit and risk committee.
This letter sets out the main terms of your appointment. If you are unhappy
with any of the terms, or need any more information, please let me know.
By accepting this appointment, you agree that this letter is a contract for
services and is not a contract of employment and you confirm that you are not
subject to any restrictions which prevent you from holding office as a director.
1. APPOINTMENT
1.1. Subject to the remaining provisions of this letter, your appointment
shall be for an initial term of three years commencing on 1* January
2016 until the Board meeting occurring approximately three years from
that date unless terminated earlier by either party giving to the other
six months’ prior written notice. Following the initial term, the term may
be extended by a further period of three years in accordance with
paragraph 1.4 below, subject to the Board being satisfied that it is
appropriate to make such an offer.
1.2 Your appointment is subject to the Company's articles of association, as
amended from time to time (Articles). Nothing in this letter shall be
Post Office Limited is registered in England and Wales. Registered No. 2154540
Registered Office Finsbury Dials, 20 Finsbury Street, London, EC2Y IAQ Pos' Offi I . kk
Post Office and the Post Office logo are registered trade marks of Post Office Limited tOilice.co.u
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taken to exclude or vary the terms of the Articles as they apply to you
as a director of the Company. Your appointment is subject to the prior
written consent of the Special Shareholder (as defined within the
Articles), which has been obtained.
Continuation of your appointment is contingent on your continued
satisfactory performance and any relevant statutory provisions relating
to removal of a director. If you are retired from office under the
Articles, your appointment shall terminate automatically, with
immediate effect and without compensation.
A NED is typically expected to serve two three-year terms. Any term
renewal is subject to Board review. Notwithstanding any mutual
expectation, there is no right to re-nomination by the Board, either
annually or after any three year period.
You may be required to serve on one or more Board committees. You
will be provided with the relevant terms of reference on your
appointment to such a committee.
Notwithstanding paragraph 1.1 to paragraph 1.5, the Company may
terminate your appointment with immediate effect if you have:
(a) committed a material breach of your obligations under this letter;
(b) committed any serious or repeated breach or non-observance of
your obligations to the Company (which include an obligation not
to breach your statutory, fiduciary or common-law duties);
(c) been guilty of any fraud or dishonesty or acted in any manner
which, in the Company's opinion, brings or is likely to bring you or
the Company into disrepute or is materially adverse to the
Company's interests;
(d) been convicted of an arrestable criminal offence other than a road
traffic offence for which a fine or non-custodial penalty is imposed;
(e) been declared bankrupt or have made an arrangement with or for
the benefit of your creditors, or if you have a county court
administration order made against you under the County Court Act
1984;
(f) been disqualified from acting as a director;
(g) not complied with the Company's anti-corruption and bribery policy
and procedures or the Bribery Act 2010.
On termination of your appointment, you shall, at the Company's
request, resign from your office as NED of the Company.
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If matters arise which cause you concern about your role, you should
discuss these matters with the chairman or chief executive. If you have
any concerns which cannot be resolved, and you choose to resign for
that, or any other, reason, you should provide an appropriate written
statement to the chief executive or the senior independent director for
circulation to the Board.
TIME COMMITMENT
You will be expected to devote such time as is necessary for the proper
performance of your duties. Overall we anticipate that you will spend a
minimum of 2 days a month on work for the Company after the
induction phase referred to in paragraph 8. This will include attendance
at eight scheduled Board meetings per year, one annual Board away
day event a year (which may span over two days), at least one site visit
a year, Board dinners, meetings forming part of the Board evaluation
process and training meetings. In addition, you will be required to
consider all relevant papers before each meeting. Unless urgent and
unavoidable circumstances prevent you from doing so, it is expected
that you will attend such of the meetings outlined in this paragraph as
may be required.
The nature of the role makes it impossible to be specific about the
maximum time commitment. You may be required to devote additional
time to the Company in respect of preparation time and ad hoc matters
which may arise and particularly when the Company is undergoing a
period of increased activity. At certain times it may be necessary to
convene additional Board or committee meetings.
By accepting this appointment, you confirm that, taking into account all
of your other commitments, you are able to allocate sufficient time to
the Company to discharge your responsibilities effectively. You should
obtain the agreement of the chairman before accepting additional
commitments that might affect the time you are able to devote to your
role as NED of the Company.
ROLE AND DUTIES
The Board as a whole is collectively responsible for the success of the
Company. The Board's role is to:
(a) provide entrepreneurial leadership of the Company within a
framework of prudent and effective controls which enable risk to
be assessed and managed;
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(b) set the Company’s strategic aims, ensure that the necessary
financial and human resources are in place for the Company to
meet its objectives, and review management performance; and
(c) set the Company’s values and standards and ensure that its
obligations to its shareholders and others are understood and met.
As a NED you shall have the same general legal responsibilities to the
Company as any other director. You are expected to perform your
duties (whether statutory, fiduciary or common law) faithfully, diligently
and to a standard commensurate with the functions of your role and
your knowledge, skills and experience.
You shall exercise your powers in your role as a NED having regard to
relevant obligations under prevailing law and regulation, including the
Companies Act 2006 and the UK Corporate Governance Code and
associated guidance.
You shall have particular regard to the general duties of directors in Part
10 of the Companies Act 2006, including the duty to promote the
success of the Company under which all directors must act in the way
they consider, in good faith, would be most likely to promote the
success of the Company for the benefit of its members as a whole. In
doing so, as a director, you must have regard (among other matters)
to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the Company's employees;
(c) the need to foster the Company's business relationships with
suppliers, customers and others;
(d) the impact of the Company's operations on the community and the
environment;
(e) the desirability of the Company maintaining a reputation for high
standards of business conduct; and
(f) the need to act fairly as between the members of the Company.
You shall have particular regard to the Financial Reporting Council's UK
Corporate Governance Code and associated Guidance on Board
Effectiveness in respect of the role of the Board and the role of the non-
executive director.
In your role as a non-executive director, you shall also be required to:
(a) constructively challenge and help develop proposals on strategy;
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scrutinise the performance of management in meeting agreed
goals and objectives and monitor the reporting of performance;
satisfy yourself on the integrity of financial information and that
financial controls and systems of risk management are robust and
defensible;
be responsible for determining appropriate levels of remuneration
of executive directors and have a prime role in appointing and,
where necessary, removing senior management and in succession
planning;
devote time to developing and refreshing your knowledge and
skills;
uphold high standards of integrity and probity and support the
executive directors in instilling the appropriate culture, values and
behaviours in the boardroom and beyond;
insist on receiving high-quality information sufficiently in advance
of Board meetings;
take into account the views of shareholders and other stakeholders
where appropriate;
make sufficient time available to discharge your responsibilities
effectively;
exercise relevant powers under, and abide by, the Articles;
disclose the nature and extent of any direct or indirect interest you
may have in any matter being considered at a Board or committee
meeting and, except as permitted under the Articles you will not
vote on any resolution of the Board, or of one of its committees,
on any matter where you have any direct or indirect interest;
immediately report your own wrongdoing or the wrongdoing or
proposed wrongdoing of any employee or other director of the
Company of which you become aware to the senior independent
director;
exercise your powers as a director in accordance with the
Company's policies and procedures, internal control framework and
the Bribery Act 2010; and
not do anything that would cause you to be disqualified from
acting as a director.
Unless the Board specifically authorises you to do so, you shall not
enter into any legal or other commitment or contract on behalf of the
Company.
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In addition to your role as a non-executive director you have Board
responsibility for:
(a) Chairing the audit, risk and compliance meetings;
(b) For the oversight of the integrity of the Post Office’s financial
statements and_ internal control arrangements, ensuring
compliance with legal and regulatory requirements;
(c) For the selection, performance, qualifications and independence of
external auditors, with particular attention to recent changes to
the UK Corporate Governance Code; also take responsibility for the
performance of the external auditors and oversight of the internal
audit function;
(d) Providing external independent counsel on all financial matters and
its governance, representing the interests of all stakeholders; and
(e) Providing counsel, advice and support of the chief executive and
executive team; act as a mentor / coach to the chief financial
officer where necessary;
You shall be entitled to request all relevant information about the
Company's affairs as is reasonably necessary to enable you to discharge
your duties.
FEES AND EXPENSES
You shall be paid an annual fee of £45,000 gross (current at the date of
this letter), which shall be paid in equal instalments monthly in arrear
through PAYE after deduction of any taxes and other amounts that are
required by law, which shall be subject to a periodic review by the
Board. This fee covers all duties, including service on any Board
committee. (current at the date of this letter) and for taking on
chairmanship of the audit, risk and compliance committee, to be paid
through PAYE in equal instalments monthly in arrear after deduction of
any taxes and other amounts that are required by law, and which shall
be subject to an periodic review by the Board.
The Company shall reimburse you for all reasonable and properly
documented expenses that you incur in performing the duties of your
office. The procedure and other guidance in respect of expense claims is
available from the company secretary.
On termination of your appointment, you shall only be entitled to such
fees as may have accrued to the date of termination, together with
reimbursement in the normal way of any expenses properly incurred
before that date.
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INDEPENDENT PROFESSIONAL ADVICE
In some circumstances you may consider that you need professional
advice in the furtherance of your duties as a chairman and it may be
appropriate for you to seek advice from independent advisers at the
Company's expense. A copy of the Board’s agreed procedure under
which directors may obtain such independent advice is available from
the company secretary. The Company shall reimburse the reasonable
cost of expenditure incurred by you in accordance with its policy.
OUTSIDE INTERESTS
You have already disclosed to the Board the significant commitments
you have outside your role in the Company. You must inform the chief
executive in advance of any changes to these commitments. In certain
circumstances, you may have to seek the Board's agreement before
accepting further commitments which either might give rise to a conflict
of interest or a conflict with any of your duties to the Company, or
which might impact on the time that you are able to devote to your role
at the Company.
It is accepted and acknowledged that you have business interests other
than those of the Company and have declared any conflicts that are
apparent at present. If you become aware of any further potential or
actual conflicts of interest, these should be disclosed to the chairman
and company secretary as soon as you become aware of them and
again you may have to seek the agreement of the Board.
The Board has determined that you are independent according to the
provisions of the UK Corporate Governance Code.
CONFIDENTIALITY
You acknowledge that all information acquired during your appointment
is confidential to the Company and should not be_ released,
communicated or disclosed to third parties or used for any reason other
than in the interests of the Company, either during your appointment or
following termination (by whatever means), without prior clearance
from the chief executive. This restriction shall cease to apply to any
confidential information which may (other than by reason of your
breach) become available to the public generally.
You acknowledge the need to hold and retain Company information (in
whatever format you may receive it) under appropriately secure
conditions.
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Nothing in this paragraph 7 shall prevent you from disclosing
information which you are entitled to disclose under the Public Interest
Disclosure Act 1998, provided that the disclosure is made in accordance
with the provisions of that Act and you have complied with the
Company's policy from time to time in force regarding such disclosures.
INDUCTION
After the commencement of your appointment, the Company will
provide a comprehensive, formal and tailored induction. We will arrange
for site visits and meetings with senior and middle management and
the company’s auditors. We may also arrange for representatives from
the Special Shareholder the opportunity to meet you. You will be
expected to make yourself available during your first year of
appointment for not less than a further 10 days (in addition to the time
commitment outlined paragraph 2.1) for the purposes of the induction.
The company secretary will contact you with further details.
TRAINING
On an on-going basis, and further to the annual evaluation process, the
Company will arrange for you to develop and refresh your skills and
knowledge in areas which are mutually identified as being likely to be
required, or of benefit to you, in carrying out your duties effectively.
You should try to make yourself available for any relevant training
sessions which may be organised for the Board.
REVIEW PROCESS
The performance of individual directors and the whole Board and its
committees is evaluated annually. If, in the interim, there are any
matters which cause you concern about your role you should discuss
them with the chairman as soon as you can,
INSURANCE AND INDEMNITY
The Company has directors’ and officers’ liability insurance and it
intends to maintain such cover for the full term of your appointment.
The indemnity limit is £60m (current at the date of this letter). A copy
of the policy document is available from the company secretary.
CHANGES TO PERSONAL DETAILS
You shall advise the company secretary promptly of any change in your
address or other personal contact details.
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RETURN OF PROPERTY
On termination of your appointment with the Company however arising,
or at any time at the Board's request, you shall immediately return to
the Company all documents, records, papers or other property
belonging to the Company which may be in your possession or under
your control, and which relate in any way to the Company's business
affairs and you shall not retain any copies thereof.
MORAL RIGHTS
You hereby irrevocably waive any moral rights in all works prepared by
you, in the provision of your services to the Company, to which you are
now or may at any future time be entitled under Chapter IV of the
Copyright Designs and Patents Act 1988 or any similar provisions of law
in any jurisdiction, including (but without limitation) the right to be
identified, the right of integrity and the right against false attribution,
and agree not to institute, support, maintain or permit any action or
claim to the effect that any treatment, exploitation or use of such works
or other materials, infringes your moral rights.
POST-TERMINATION RESTRICTION
By countersignature of this letter and in consideration for the fees
payable to you under the terms of this letter, you agree that, in order
to protect the confidential information, trade secrets and business
connections of the Company to which you have access as a result of
your appointment, you will not (without the previous consent in writing
of the Company), for the period of six months immediately after the
termination of your appointment, whether as principal or agent and
whether alone or jointly with, or as a director, manager, partner,
shareholder, employee consultant of, any other person, carry on or be
engaged, concerned or interested in any business which is similar to or
which is (or intends to be) in competition with any business being
carried on by the Company or any company in the Company's group.
DATA PROTECTION
By signing this letter you consent to the Company holding and
processing data about you for legal, personnel, administrative and
management purposes and in particular to the processing of any
sensitive personal data (as defined in the Data Protection Act 1998)
relating to you including, as appropriate:
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(a) information about your physical or mental health or condition in
order to monitor sick leave and take decisions as to your fitness to
perform your duties; or
(b) your racial or ethnic origin or religious or similar beliefs in order to
monitor compliance with equal opportunities legislation; or
(c) information relating to any criminal proceedings in which you have
been involved for insurance purposes and in order to comply with
legal requirements and obligations to third parties; or
You consent to the Company making such information available to any
of its group companies, those who provide products or services to the
Company (such as advisers and payroll administrators), regulatory
authorities, potential or future employers, governmental or quasi-
governmental organisations and potential purchasers of the Company
or the business in which you work.
You also consent to the transfer of such information to the Company's
or any group company's business contacts outside the European
Economic Area in order to further their business interests even where
the country or territory in question does not maintain adequate data
protection standards.
You shall comply with the Company's data protection policy, a copy of
which is available from the company secretary.
The Company may change its data protection policy at any time and will
notify you in writing of any changes.
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THIRD PARTY RIGHTS
No one other than you and the Company shall have any rights to
enforce the terms of this letter.
ENTIRE AGREEMENT
This letter constitutes the entire terms and conditions of your
appointment and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings
between you and the Company, whether written or oral, relating to its
subject matter.
You agree that you shali have no remedies in respect of any
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this letter and you shall not have any
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claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in this letter,
19, VARIATION
No variation of this letter shall be effective unless it is in writing and
signed by you and the Company (or respective authorised
representatives).
20. GOVERNING LAW AND JURISDICTION
Your appointment with the Company and any dispute or claim arising
out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims) shall be governed by and
construed in accordance with the law of England and Wales and you and
the Company irrevocably agree that the courts of England and Wales
shall have exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this appointment or its subject
matter or formation (including non-contractual disputes or claims).
Please indicate your acceptance of these terms by signing and returning to the
attached copy of this letter to me.
Yours sincerely i
Alwen Lyons (Company Secretary)
For and on behalf of Post Office Limited
I agree to the above terms of my appointment as non-executive director and
chair of audit, risk and compliance committee of Post Office Limited as set out
in this letter. I
Signed on 2015
Carla Stent