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From: Veronica Brantor,_
Sent: Wed 10/03/2021 3:
To: j
Subject: RE: Final six candidates for the Postmaster NED roles
Hi Zarin
Yes, I was surprised it was so low but it looks likes it includes diversity in some other respects, including geographical
(which we didn’t do very well on in our recent submission to BEIS!)
I will ask Tracy and Amanda what their thinking is on this as they have been overseeing the process. As the meetings
with Board directors isn’t part of the assessment process but an opportunity for candidates to meet the Board and get
a feel of what it’s like to be a POL NED I’d have thought that being able to describe that, the main priorities for POL
and the Board over the next year or two and answer any questions they have would be really helpful.
Just fyi, I’ll been thinking a bit more about the Postmaster NED induction progress and I know the Amanda and Tracy
have been helped by your experience of working with NEDs who haven’t come through the traditional NED route. My
suggestion, which Nick, Amanda and Tracy are supportive of is along the lines of my email to them below. I know that
Amanda and Tracy have had an update meeting with Tim which included thoughts on induction. If there is anything
else you think would be helpful I’d be grateful for your thoughts.
“I know that Amanda and Tracy have had discussions about the additional support that could be provided for the
Postmaster NEDs on reviewing Board papers etc as well as the normal introductory courses on being a NED run by the
loD and the like.
I’ve had a conversation with Ali Gill who is the CEO of Bvalco (a provider of board support services) who helps run the
FT Board Director diploma programme. The FT programme is quite full on and isn’t cheap but we could adapt the
topics they cover and run some sessions internally with external support for others:
Module 1: Directors’ Duties and Liabilities. We cover this ground already through a mix of briefings from the legal
team and our external lawyers
Module 2: Board structure and performance. I think we could cover this through the loD one day NED course, plus an
internal briefing on how our Board operates
Module 3: Risk Management and Internal Control. I think we could cover this internally and with the support of PWC
Module 4: Audit and Financial Reporting. Again, I think we could cover this internally and with the support of PWC
Final module: the Effective NED: behavioural issues including dealing with boardroom conflict and how to
constructively challenge. I think it would be helpful to get external support for this and don’t think it’s covered fully
by an loD type day course.
Obviously we already tailor the induction programme depending on incoming directors’ backgrounds which
committees they are joining etc but the core is:
1. Induction materials that can be digested in chunks (background to Post Office, constitutional documents,
governance overview, key Board and Committee papers from the last year or so)
2. Briefing note on the main topics under discussion at Board
. Practical set-up and administration issues
. Meetings with GE members, plus sessions on directors’ duties, competition law etc.
. Session with CoSec
. Branch and cash centres visits (not sure if this could be coals to Newcastle or helpful given Russell’s
description of the distribution days at GE yesterday?).
Dupw
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We also circulate a monthly boardroom update produced by Pinsent Masons and links to the NED briefing sessions
provided by PWC, Pinsent Masons and BEIS that we can tap into as an add-on benefit.
In addition, but depending on the needs and preferences of the NEDs appointed, we could:
1. Buddy each Postmaster NED with one of our current NEDs
2. Consider having a coach/ mentor for the PM NEDs during their first year. Bvalco can help with this and I’m
sure others like Independent Audit could as well. I mentioned to Ali that it’s easy to provide a lot of support
initially but forget it takes quite a while to get to grips with the NED role. Bvalco sometimes arrange coaches/
mentor who have Board experience to support a new NED in their first year or two. The meetings are generally
timed in advance of Board meetings so they can get support and advice on how to input to the discussions etc.
In the paper to NomCo we suggested that the PM NEDs shouldn’t join any the committees to begin with but could
elect to attend an ARC, RemCo and NomCo meeting as an observer to get a feel for them. There are two things here:
1) the additional time commitment on top of everything else 2) the PM NEDs will not be independent NEDs and as
such would not normally be members of ARC or RemCo and it might be worth pausing to see if we think this actually
drives any concerns or not.
Apologies for a long e-mail but in essence, I think we could create a bespoke training programme if our PM NEDs
haven’t been directors before so that we’re not assuming prior knowledge of things like directors’ duties and risk
management as well as an loD type day course; we can ask our current NEDs to be a buddy for the new NEDs; and we
could consider arranging a coach/ mentor for the new PM NEDs in their first year (plus the board paper review
training the Amanda and Tracy have identified).”
Best wishes
Veronica
Veronica Branton
Company Secretary
Company Secretariat
Legal, Compliance & Governance
Finsbury Dials
20 Finsbury Street
London
EC2Y.9AQ
i Ot
See the Company Secretariat Intranet Page for: Our Group Governance Framework, Post Office Group Board & Committee Dates & Deadlines, Board
Paper Templates & Guidance, CoSec Training Dates and Sign Up & Guid: the Contract Approval Process.
For Contract Approval Form (CAF) enquiries, please email!
From: Zarin Patel:
Sent: 10 March 2021 13:14
To: Veronica Branto
Subject: Re: Final six candidates for
Hi Veronica
Good to see progress - shame we couldn’t attract more women though.
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I wanted to check whether the 4 of us meeting them on Monday needed any planning on how to conduct the
meeting?
Kind regards
Zarin
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From: Veronica Branton!
Sent: Wednesday,
To: Tim Parker
Please see below the press release on the final six candidates for the Postmaster NED roles.
I understand that you have meetings in your diaries next week to meet the candidates informally and that the CV’s
and written statements for the final six will be circulated later this week.
Best wishes
Veronica
Press Release — 10 March 2021 for immediate release
Six Postmasters contesting first ever election to become Post Office Board
Directors announced
e Two serving Postmasters will be appointed to Post Office Board as Non-Executive Directors (NEDs)
e Postmasters on the Board builds on Chief Executive’s determination to reset relationship with
Postmasters
e Electorate, made up of around 8,000 serving Postmasters and multiple partners, will be able to vote
for up to two candidates they want elected in process overseen independently by Civica Elections
Services
e Voting opens on Monday 22 March with each candidate entitled to have a video statement on
dedicated microsite setting out why they are standing for election
e New NEDs to be confirmed for the new financial year and will both have three-year terms on the
Board.
Six serving Postmasters contesting the first ever election to become a Non-Executive Director on the Post
Office Board have been announced today (10 March).
Voting will open at 9.30am on Monday 22 March and run until 9.30am, Monday 12 April. The electorate,
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made up of around 8,000 serving Postmasters as well as multiple partners, will be able to select up to two
candidates. The election process is being overseen independently by Civica Elections Services.
The appointments are a key milestone in the sustained re-set of the relationship between Post Office and
Postmasters that places them front and centre of the business.
The six serving Postmasters contesting the election are:
« Lee Dearn, Postmaster for Sydenham, Belfast, County Antrim
« Mukhtar Goraya, operates two Post Offices (New Eltham, London and Rosherville, Kent)
* Saf Ismail, operates six Post Offices (five in Lancashire — Blackpool Road, Bolton, Heywood, New Hall
Lane, Plungington Road) and Farnworth, Greater Manchester
* Elliot Jacobs, operates seven Post Offices (five in London — Camden, Crouch End, East Finchley,
Muswell Hill, Stoke Newington) and Hertford and Potters Bar in Hertfordshire
¢ Jasbir Parmar, Postmaster for Kempston, Bedfordshire
« Sarabjeet Soar, Postmaster for Styvechale, Warwickshire
Nick Read, Chief Executive of the Post Office, said:
“Having two serving Postmasters on our Board sends the clearest signal yet of our determination to ensure
Postmasters really are at the heart of our business. I am encouraged by the calibre of the six highly qualified
candidates and look forward to an open and robust campaign over the three-week election period.
“To sit on the Board of any company carries great responsibility, a responsibility I know our Postmasters will
be well placed to fulfil. I have been encouraged by the interest from Postmasters in applying and look
forward to working with our two new Non-Executive Directors.”
Key to the success of these appointments is the governance put in place to ensure a transparent and
independent selection process. Initial applications were scrutinised by independent recruitment specialists
Green Park. Twelve candidates were put forward for interview to an independent panel comprising leading
industry figures James Lowman, CEO, Association of Convenience Stores; Shirine Khoury-Haq, CFO at the Co-
op Group; and Jean Church MBE, Council Member at the Institute of Directors. The panel shortlisted the final
six candidates.
Election process
« A dedicated microsite featuring video messages from the six candidates setting out why they should
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be elected will go live on Friday 19 March for Postmasters to familiarise themselves with the candidates
before voting opens.
¢ The election will open at 9.30am Monday 22 March and votes will be valid until 9.30am, Monday 12
April.
« The electorate is made up of around 8,000 serving Postmasters as well as multiple partners. Serving
Postmasters who are eligible to vote will be sent a unique link which they will input on the dedicated
microsite where they can cast their vote.
« Each Postmaster is able to vote for up to two candidates to be elected by marking a ‘x’ by the name
of two candidates they want to see elected. They can vote for only one candidate if they choose to.
All six candidates have signed up to a campaign Code of Conduct.
« The election is overseen by Civica Elections Services who will count the number of valid votes cast for
each candidate.
« The two candidates with the most votes will be put forward for approval by the Secretary of State for
Business, Energy and Industrial Strategy following confirmation that the nominations committee of the
Board are also satisfied with the candidates.
* Post Office will announce the two successful Postmaster Non-Executive Directors at the earliest
opportunity following that approval.
Induction and training:
In keeping with the responsibilities Non-Executive Directors have in any business, the role requires balancing
the interests of all customers and stakeholders (Postmasters), the business (Post Office Ltd) and the
shareholder (UK Government) in promoting the interests of the company as a whole. The Postmasters
appointed to the role will receive an extensive induction and training programme, covering the corporate and
legal aspects of fulfilling the duties of a Non-Executive Director.
The successful Postmaster NEDs will formerly join the Board following approval by the Secretary of State and
their induction process.
Ends
Veronica Branton
Company Secretary
Company Secretariat
Legal, Compliance & Governance
Finsbury Dials
20 Finsbury Street
London
EC2Y 90.
)
See the Company Secretariat Intranet Page for: Our Group Governance Framework, Post Office Group Board & Committee Dates & Deadlines, Board
Paper Templates & Guidance, CoSec Training Dates and Sign Up & Guidance on the Contract Approval Process.
For Contract Approval Form (CAF) enquiries, please email,