POL00423259
POL00423259
TERMS OF REFERENCE FOR THE GROUP EXECUTIVE
1. Purpose
The Group Executive (“GE”) is not a sub-committee of the Board but forms the most senior
leadership team which is accountable to the Board for the day to day operations of the Post
Office. It is responsible for delivering performance measured against the corporate objectives set
by the Board and agreed with its Shareholder, the Department for Business, Innovation & Skills,
through its Shareholder Executive (“ShEx”).
2. Responsibilities
(a) GE, as a body, is responsible for:
e Producing the strategy and operating plans and budgets for approval by the Board and
ShEx
e Delivering the strategic plans as agreed by the Board
e Putting into operation changes in strategy agreed by the Board and reporting back to the
Board on performance against agreed objectives and targets
¢ Monitoring financial and operational progress against key measures set by the Board (in
conjunction with the Executive Team)
e Establishing day to day policies designed to manage operational risks within the business
e Ensuring best use of the resources available to the Group including financial, human and
technological resources
e Reviewing business development and recommending to the Board new areas of business
or more effective ways of working. GE will review the forward agendas for Board
meetings and will determine which matters should be considered in more detail by GE
before going forward for Board approval.
e Approving contracts and expenditure within the delegated authorities set by the Board
e Producing high quality management reports to inform and guide Board decision making
e Formal evaluation of the performance of the Senior Leadership team and review of the
performance analysis across the Group by operating unit on a half yearly basis and
taking any action to improve performance
e Implementation of decisions made by the Board
e Championing and role modelling the values and behaviours of the Business
(b) GE members will be expected to:
e Attend all GE meetings or arrange appropriate representation if absence is unavoidable
e Review all material circulated to GE and clarify as necessary their own understanding of
key issues facing the business
e Work collaboratively to achieve the agreed key objectives
e Highlight, discuss and resolve operational issues which threaten business success
¢ Promote employee engagement
POL00423259
POL00423259
TERMS OF REFERENCE FOR THE GROUP EXECUTIVE
Discuss and review improvements to ways of working to ensure the best use of resources
available to the Post Office
e Raise matters or concern or difficulty with fellow GE members and seek their input with
the aim of resolving difficulties at an early stage
e Contribute to setting the agenda for GE meetings to focus on the priorities for the
business as a whole
e Provide constructive challenge to other members of GE on matters due to go forward for
Board decision
e Put into practice agreed values and behaviours for the Post Office as a whole
¢ Complete actions within the timescales set by the Board
e Be accountable for the actions and financial performance of their area of responsibility
e Act within the delegated authorities set by the Board and by GE as a group
e Communicate through their own reporting lines as appropriate GE decisions and
requests
e Attend GE sub committees of which they are members and ensure that those sub
committees deliver to the mandate agreed by the GE
3. Authority
The GE‘s authority to deal with operational matters and expenditure up to a pre-determined
level is derived solely from the Board, which retains legal responsibility for the activities of the
Post Office as a corporate entity.
4. Composition
e GE is made up of the Chief Executive, direct reports to the Chief Executive and the
Company Secretary.
e The current GE members are the directors of the Commercial, Financial Services, People,
Network and Sales, together with the Chief Financial Officer, Company Secretary and
General Counsel.
© The Chief of Staff attends the GE.
e@ The attendance of other Post Office employees for part or the whole of any GE meeting
shall be solely at the discretion of the Chief Executive.
@ The Company Secretary (Alwen Lyons) or a nominated deputy will attend all GE meetings
as Secretary and will record all decisions and actions.
e Changes in the composition of the Committee and the reasons for any such changes will be
notified to the Nominations Committee of the Board.
POL00423259
POL00423259
TERMS OF REFERENCE FOR THE GROUP EXECUTIVE
e GE members may be invited to present papers to the Board but shall not otherwise be
entitled to attend Board meetings.
e The Chief Executive, who will provide a report to each Board meeting on the most
significant matters facing the organisation in the short to medium term.
® GE as a body and individual GE members will respond promptly to any question raised by
any member of the Board.
e GE may set working policies applicable to the Post Office Crown offices and head office
operations. It may establish sub-committees and sub-boards which shall investigate or
deal with particular matters and report back to GE on a regular basis but no such action
shall constitute delegation by GE of its responsibility for operational performance and
mitigation of operational risk.
© GE will undertake an annual review of its effectiveness as a senior management team. At
the request of the Board, GE may contribute to the annual review of Board effectiveness.
e GE will review at least annually its own Terms of Reference and those of any sub-
committee established by GE.
5. Meetings
e GE will hold at least one meeting each month, unless otherwise agreed, with reserved
time fortnightly to be used if required.
e Inaddition to regular Board meetings, separate development and strategy sessions will be
held at least once a year.
e Meetings may be convened by the Secretary, at the request of the Chief Executive, or by
any member of GE with the Chief Executive’s consent.
e Notice of each meeting shall be given to all those entitled to attend and notice of the
matters for discussion shall usually be given at least 3 working days before each meeting
but notice need not be given in writing.
© GE meetings will be chaired by the Chief Executive. The Chief Executive may nominate
one of her direct reports to chair an GE meeting, or part of a meeting, in her absence. In
the absence of any such pre-determined delegation and where the Chief Executive is not
present the members present shall decide between them who shall chair the meeting.
e¢ The quorum for the meeting shall be two GE members.
e GE may meet in person, by telephone or by other electronic means, so long as each
member can contribute to the business of the meeting simultaneously.
POL00423259
POL00423259
TERMS OF REFERENCE FOR THE GROUP EXECUTIVE
e In exceptional circumstances, written requests for approval by GE may be circulated by
email, if agreed by the Chief Executive.
6. Reporting
e The GE will ensure timely and appropriate reporting to the Board.
e It will review and recommended all Board papers and all appropriate Board sub-
committee papers (where appropriate).
e It will receive monthly reports from GE sub committees and monitor the performance
against the sub-committee mandate and terms of reference.
e It will ensure timely cascade of information to the Senior Leadership team and the wider
Business.
7. Risk Management
e The GE will ensure that all papers presented and discussed highlight the risks to delivery
of the strategic plan.
e The GE will monitor the top Business risks on an ingoing basis and discuss the R&CC
meeting report at the following GE.
TERMS OF REFERENCE FOR THE GROUP EXECUTIVE
8. Members
Chief Executive (Chair)
Chief Financial Officer
Commercial Director
Network & Sales Director
People Director
Financial Services Director
Company Secretary
General Counsel
Business Transformation Director
Paula Vennells
Alisdair Cameron
Martin George
Kevin Gilliland
Neil Hayward
Nick Kennett
Alwen Lyons
Jane MacLeod
David Ryan
POL00423259
POL00423259
February 2015