POL00412893 - Chairman Feedback, Post Office Limited 2019/20 re: Process, Input requested, Questionnaire

Evidence on official site

POL00412893

POL00412893

Chairman Feedback, Post Office Limited 2019/20

Process

The POL Board and the Permanent Secretary, BEIS, are asked to provide feedback on the POL
Chairman annually. This informs the discussion with the Non-Executive Directors (NEDs) on the
performance of the Chairman’, facilitated by the Senior Independent Director (SID). Following this
discussion, the SID provides a feedback summary for submission to UKGI together with the
Chairman’s self-assessment. The SID and a UKGI Director (in this case, Tom Cooper) hold an
appraisal discussion with the Chairman and a written report from that discussion is provided to the
Shareholder as assurance that appropriate governance and oversight arrangements are in place.

Input requested

You are requested to provide feedback on the POL Chairman which will inform the SID’s discussion
with the NEDs and help him in drafting his feedback summary for the appraisal discussion.
Responses will not be attributed in the feedback provided but will be seen by the SID and the
Company Secretary. The questionnaire is structured according to the headings recommended by
BEIS and the questions draw on the role of chair definediin the FRC’s Guidance on Board
Effectiveness. If there are questions where you are unable to comment please mark as not
applicable.

Questionnaire

1. Leadership”

1.1 a

Does the Chairman lead Board discussions in a way which encourages constructive
challenge, appropriate oversight and the participation of all Directors?

Is there anything further the Chairman could do to promote a successful boardroom
culture?

b)

1.2 _ I a) Doés the Chairman direct the Board to make effective decisions with proposals tested
and their risks and benefits analysed thoroughly?
b) Could the Chairman do anything further to support robust decision-making?

2. Governance

a) Is the Board agenda focussed primarily on strategy, performance, value creation,
culture, stakeholders and accountability with the appropriate matters reserved for Board
decision?

b) Is there anything further the Chairman could do to focus the agenda on these areas?

3. Board dynamics

3.1 a) Does the Chairman foster relationships based on trust, mutual respect and open
communication, inside and outside the boardroom and between non-executives and the
executive team?

* Provision 12 of the UK Corporate Governance Code, July 2018
2 The Board Evaluation questionnaire asks for your feedback on the Chairman's encouragement of debate
within the Board.
POL00412893

POL00412893

b) Is there anything further the Chairman could do to support and maintain the
development of strong relationships within the Board and between the Board and the
wider executive team?

3.2

In your experience, has the Chairman developed a productive working relationship with
the Chief Executive, providing support and advice while respecting executive
responsibility?

Strategy

a) Does the Chairman focus enough of the Board’s time on strategy and with the right
focus (e.g. timescales, interconnection between different parts of the business)?

b) Could the Chairman do anything further to promote the development and delivery of a
successful and sustainable strategy for POL?

Stakeholder engagement

a) Does the Chairman encourage the Board to consider its stakeholder views (shareholder,
customers, postmasters, employees, suppliers etc.) when taking decisions?

b) Could the Chairman do anything more to ensure the Board pays appropriate regard to
stakeholder views when taking decisions?

5.2

a) Does the Chairman ensure that appropriate levels of assurance are provided to the
Shareholder at Board level?

b) Is there anything further,the Chairman could do to provide the Shareholder with the
assurance it requires to’have sufficient oversight of the day-to-day management of POL
and the development of its strategy?

Financial management

a) Does the Chairman give appropriate focus and attention to financial management in
Board discussions on financial performance and when taking decisions on strategic issues?
b) Is there anything further the Chairman could do to support the strong financial
management of POL?

Anything else?

Please provide any further feedback you have which has not been covered through other
questions.