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©) GrantThornton
Post Office Limited
Board Effectiveness Report — Final
19 June 2024
2 GrantThornton
For the attention of the Board of Post Office Limited
Post Office Limited
100 Wood Street
LONDON EC2V 7ER
19 June 2024
Dear Board members,
In accordance with the Statement of Work for the provision of a Board Effectiveness Review, we
present our Independent Board Effectiveness review (the Report) to the Post Office Limited (POL,
the Company, or you) Board.
The purpose of this reviews to provide an independent analysis of the POL Board's effectiveness
against the requirements of the UK Corporate Governance Code 2018 (the Code), the Corporate
Governance Code for Central Government Departments (the Government Code), and our
experience of general good practice and ‘what works’ for a large organisation. The scope of this
work covers the POL Board, Board Nomination (Nom Co), Remuneration (Rem Co) and Audit and
Risk (ARC) Committees.
The Report has been collated from common themes identified during our point-in-time
assessment of the Board and its Committees, through key findings and survey output taken from
our Governance Review (draft report dated 4 March 2024) (the Governance Review), meeting
observations, interviews with Board members and additional document review with field work
concluded mid May 2024.
Our key findings and associated recommendations are outlined in Section 1 with further details of
the observations which inform our conclusions included in Section 2 and Appendices 2 to 4. Our
findings, recommendations, views and conclusions are based upon our professional experience
and judgement. This review does not constitute an audit and we have not tested or otherwise
sought to verify information provided, other than by discussions with Board members and
reference to relevant documentation.
e GrantThornton
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Grant Thornton UK LLP
30 Finsbury Square
EC2P 2¥U
This Report is confidential and has been prepared exclusively for you. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than POL Board for
‘our work, our report and other communications, or for any opinions we have formed. We do not
accept any responsibility for any loss or damages arising out of the use of the Report by the
addressee for any purpose other than in connection with the scope set out in the Statement of
Work.
We would like to thank you, the Board and other key stakeholders, for your commitment in giving
your time to provide honest and insightful feedback. This has greatly supported our review
process.
If there are any matters upon which you require further clarification, please contact
Irina Velkovai “or myself.
Yours sincerely
Crane Tarnton le iP
Sarah Bell
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Contents
00 Glossary 04 03 Appendices a
01 Context, key findings and priorities 06 Appendix 1 — Methodology and scope 22
02 Findings 13 Appendix 2 — Governance structure - background 24
Appendix 3 — Committees 26
Appendix 4 — Survey results 34
Appendix 5 — List of interviews conducted; 42
documents reviewed, and meetings observed
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Glossary
© GrantThornton
Glossary
Ee
POL Is wholly owned by the Department
for Business and Trade (the Shareholder,
or DBT), the ownership rights of which
are preserved In the Company's Articles
of Association.
The relationship between the Shareholder, its
representative, UK Government Investments
Ltd (UKG), a representative of which which
sits on the Board of POL as a Director, the
Company, and the Shareholder’
expectations of the Company, are governed
by the Shareholder Relationship Framework
Document (dated March 2020), the Funding
Agreement, and are further supplemented by
an annual letter from the Shareholder setting
out the Government's broad objectives
for PO!
The Secretary of State for Business and Trade
removed the POL Chairman in January 2024.
POL has been without a permanent Chair
\ce that time. A new interim Chair, Nigel
Railton, has been selected by the Government
and will be formally appointed following the
conclusion of satisfactory due dilige
Abbreviations Full version
ARC
Benchmark
CEO
CFO
coo
cPO
CRO
DBT, the Shareholder
Audit, Risk and Compliance Committee
BoardClie External Benchmark
Chief Executive Officer
Chief Financial Officer
Chief Operations Officer
Chief People Officer
Chief Risk Officer
Department for Business and Trade
Delegation of Authority
Executive Directors and Management
Freedom of Information
Financial Year
His Majesty’s Government
Investment Committee
Learning & Development
Leadership Team
Management Information
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Abbreviations Full version
NED/INED
Nom Go
POL, the Company
RC
Ic
Rem Co
siD
SEG
The Code
The Government Code
The Horizon IT Inquiry
The Review Reports
ToR
UKGI, the Shareholder
Representative
NFSP
Non-Executive Director/Independent NED
Nomination Committee
Post Office Limited
Remediation Committee
Investment Committee
Remuneration Committee
Senior Independent Director
Strategic Executive Group
UK Corporate Governance Code 2018
Central Governance Code 2011
Post Office Horizon IT Inquiry
Amanda Burton and Simmons & Simmons reports
and recommendations
Terms of Reference
UK Government Investments Ltd
National Federation of Sub Postmasters
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01 Context, key findings and
priorities
© GrantThornton
01 Context, key findings and priorities
Context
Ee
POL continues to navigate a turbulent
period with the ongoing Horizon IT
Inquiry, the recent absence of a Chair
and several upcoming Board rotations.
Whilst improving, cohesion within the
Board is challenging, exacerbated by the
absence of a unifying purpose and
strategy, insufficient succession planning
for key roles, a significant number of
operational matters coming up to Board
and ongoing internal and external
scrutiny of the organisation as a whole.
This has led to low levels of trust within
the Board and throughout the
organisation. In this context, it is
challenging to conclude that the Board is
currently effective.
There are numerous challenges impacting on POL Board's
effectiveness and therein POL’s ability to address pressing issues.
Key challenges include the:
+ Ongoing Select Committee Hearings and the Horizon Inquiry
which POL is expending significant effort and resources in
addressing. These activities not only demand organisational
attention but also cause disruption to the business.
+ Proximity to General Election, coupled with the need for
remediation for Postmasters and in-house development of a new
IT system all of which impact funding requirements. This creates
competing priorities that inhibit proactive Shareholder
engagement on critical issues such as the future purpose of POL
and longer-term funding.
+ The continuing intense and critical media scrutiny faced by the
POL which impacts on the culture and operations of the business.
The pervasive sense of job insecurity and fear of decision-making
as a consequence due to potential criticism Is indicative of a
broader issue affecting POL’s morale and ability to operate
effectively.
The constant pressure and crisis mode in which POL is operating has
far-reaching consequences, including negative impacts on staff well-
being, motivation, and overall performance. Additionally, the limited
understanding of ambition outside of the Inquiry suggests that POL is
struggling to maintain a forward-looking perspective and strategic
focus amid the current challenges.
These challenges underscore the complex and demanding
environment in which POL operates, impacting its ability to engage
proactively with stakeholders, focus on strategic governance, and
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address fundamental questions about the POL’s purpose and future
direction. Finding ways to manage these challenges while
maintaining strategic focus and effective governance will be crucial
for the Board’s future effectiveness.
Furthermore, the Board is under significant strain in terms of
capacity, with the CFO on long-term absence, executives working
around the clock, and NEDs working beyond their contracted hours
and at risk of straying into executive decision-making. Clearly the
collective of these issues are adding a significant burden to the
Board, with many matters being brought to it that should be
addressed at a lower level.
We feel it is important to highlight the challenging context in which
the POL Board operates and to consider these circumstances when
assessing Its effectiveness. Despite the difficulties, there are positive
aspects to the Board and its operations, including the diversity of
debate, the engagement of Board members and the tactical work
being undertaken within ARC and Rem Co alongside a general
willingness to enhance governance and decision-making.
Nevertheless, we consider the Board to be of limited
effectiveness at this time.
Whilst solving several of the issues are not within POL’s gift, and for
example, require the active engagement of the Shareholder, there
are also issues that are within the Board’s control that could, with the
necessary prioritisation, be addressed.
Grant Thomton © 2026 I
01 Context, key findings and priorities
Key findings
interviewees for the effectiveness of
the Board, NED, and Exec (including
the Co Sec) is 1.8 on a scale of 1.0
(poor) to 4.0 (excellent).
The Board has reasonable
capabilities, with improvements noted
in the Committees, with the exception
of Nom Co. However, despite recent
Committee level additions such as the
IC and RC, the Board Is still viewed as
unable to shift from crisis mode.
Many key development themes
identified in previous external board
effectiveness reviews remaining
outstanding today.
Following the appointment of the
incoming Chair, there is a pressing
need to focus on actions that will
clarify the purpose, leadership
capacity and capability and ways of
working at Board. These actions
should ensure operational rigor and
intentionally seek to improve trust and
cohesion within the leadership team
and messaging out to the wider
organisation.
Fostering a sense of resilience,
purpose, and forward momentum will
be essential for navigating the current
difficulties and positioning the
organisation for long-term success.
e GrantThornton
Overview
1. Lack of clarity on the purpose of the Board, with the Shareholder relationship inhibiting the Board's effectiveness due to
perceived interference in POL's work and limited visibility around the longer-term funding and objectives of the organisation.
2. Low levels of trust and team Identity within the Board, with frustrations expressed over decision making and dynamics
(survey scoring at 77% against a Benchmark of 91%) with the Executives more critical on this aspect (survey scoring at
c.55%). There is a sense of distance between the Board and the Exec, felt particularly by the CEO who has been the face of
the Horizon IT Inquiry with, what is perceived as, limited support from the Board. Equally NEDs feel their skills and support
are not adequately leveraged which seems mainly due to the Board’s way of working (survey scoring 70% against a
Benchmark of 85%). Equally there are some views expressed of a two-tier Board in operation, where decisions are taken
outside of the formal Board structure without proper debate, and not all NEDs (j.e. only INEDs) have the same visibility on
Committee papers and minutes (with the noted exception of the RC).
3. No unifying purpose and strategy, leading to a lack of focus in discussions and proposals, hindering the ability to drive a
performance culture and leadership accountability in addition to designing fit for purpose governance frameworks.
4. Lack of succession planning. In our view, this is one of the most pressing issues facing the Board and organisation, with the
potential for five NED rotations over the next year or so and limited visibility around succession planning for key Executive
roles. This is against a background of quite a new Board which Is still learning about the business, and how best to work
together.
5. Team process and meeting discipline. Rolling agendas, chairing of meetings and presentation of information from the Exec
to the Board all require focus. There is a lack of structured MI with significant data presented via management packs (and
reading rooms) rather than digestible information, compounds this situation (survey scoring at 58% with a Benchmark of
78%). Furthermore, too many operational decisions are coming up to Board that should be addressed at a lower levels
impeding the Board's ability to focus on strategic oversight and high-level decision-making.
6. The people agenda from culture through to reward needs ownership at board. POL is facing significant "people issues" that
are negatively impacting leadership cohesion, decision-making, and overall organisational effectiveness. ,The Board needs
to take a more proactive interest in these matters, whilst recognising that accountability for improvements over time should
rest with the CPO.
‘Addressing the above issues will be critical in creating a more sustainable and positive organisational environment. This may
involve proactive measures to support and reassure employees, clear and transparent communication about the strategic
direction (or ambition) beyond the immediate challenges, and efforts to mitigate the negative impacts of media scrutiny on the
culture.
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01 Context, key findings and priorities
Top issues to prioritise
A. Clarify the purpose and ambition ofI
the Board to guide efforts and
governance design
The Board should focus on strategic
initiatives that foster trust, operational
effectiveness, and provide a clear sense of
purpose. In matters reserved for the Board, it
is responsible for setting POL’s strategic
direction and ensuring resources are
available to achieve objectives. Nonetheless,
it is unclear if the Board feels able to achieve
this with the Shareholder dynamic/construct.
clearly defined purpose and strategy, or a
shared ambition, is critical in providing a
unifying direction for the Board, helping to
coalesce the leadership team towards a
common goal and driving efficiency in
decision-making through clearer
prioritisation and performance management.
A number of key development themes
9
clearly why it has not resolved a number of these issues.
e GrantThornton
B. Improve team processes to better
enable the Board to effectively
leverage their skills and improve
impact
Improving trust and collaboration among
Board members, enhancing the quality of
Board papers and presentations, and
streamlining operational decisions and
pushing back to the business can lead to more
effective utilisation of the Board's diverse skill
sets and experiences.
As part of this more intention around the
building of a cohesive leadership team at
Board is required.
Focus should improve decision-making,
support the CEO, and enhance overall Board
effectiveness.
us internal and external Board Effectiveness reviews rema
Succession planning at both the Board and
Executive levels is crucial for building
leadership capacity within POL and
mitigating operational risk.
The potential for multiple changes in NEDs
and the loss of the deputy CEO present
pressing Issues for the Board.
By identifying and developing future
leaders, POL can ensure a smooth transition
of key roles, maintain continuity, and
cultivate a pipeline of talent to support long-
term success ensuring that POL has the
leadership capacity to navigate the
complexities of past, present, and future
horizons.
A proactive approach to succession
planning over the shorter term will enhance
organisational resilience.
relevant today. The Board needs to establi
D. Address the pervasive risk averse
culture in order to build leadership
cohesion and enable transformation
Shaping and monitoring POL’s culture is
crucial for leadership cohesion,
transformation, and establishing a
performance-oriented environment.
This is essential for driving change and
ambition, particularly as the organisation's
purpose at present is closely linked to the
Horizon IT Inquiry.
The Board has an opportunity to counteract
the risk-averse culture by insisting that
operational decision-making occurs at the
appropriate levels to help alleviate the
burden on the Board (and SEG), allowing it
to concentrate on matters that truly require
its strategic direction and oversight.
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01 Context, key findings and priorities
Priority recommendations
Key area of focus Recommendations
A. Clarify the purpose = lian the collective purpose of the POL Board over the next 12 months:
of the Board
+ Develop a clear and united ambition/vision to guide actions, understand the agreed principles between social purpose and commercial success. As part of this
exercise consider the foundational shareholder documents and Minister's letter which stipulate a requirement to support a minimum of 11.500 branches. This should
include discussions to establish expectations around performance and future shareholder relationships and agree on an action plan.
+ Facilitate additional dialogue and debate about the longer-term future of POL, particularly during the upcoming strategy day in July. This should include identifying
responsibilities for achieving collective ambition, confirming accountability, and considering wider market dynamics (.e. market failure and ESG).
+ Review the terms of the Matters Reserved for the Board to ensure clarity for stakeholders regarding the Board's ability to deliver its mandate, setting clear
expectations and ensuring transparency in decision-making processes.
B. Attention to team + Enhance the efficiency and effectiveness of core Board processes and drive operational rigor, as well as improve the clarity and quality of dialogue and deciston-
process making. As part of this consider:
+ Continuous attention to rolling agendas, structuring them to facilitate debates on both current crisis issues and longer-term strategic and forward-looking
matters. This should include discussions on the future structure and purpose of POL, digital readiness, and the banking and retail transition.
+ Ml should become more synthesised, action-oriented and focused providing considerations around wider stakeholder impact. Clear actions/decision items
should be made explicit between what is for information and what is for decision-making. Consider retiring the reading room and exploring the utilisation of Al to
provide an indication on how the quality of papers could be improved.
+ Empower the company secretariat to reject papers that do not meet agreed criteria
Future Chair to consider:
+ How conflicts of interest are navigated to ensure open debate of topics at Board.
+ Focus on meeting discipline around agendas and ensure effective feedback loops on actions.
+ Encourage more engagement with Committee Chair updates at the Board to ensure collective ownership of business-critical areas
+ Promote transparency by allowing all NEDs to access content from Board and Committee meetings. Evaluate the validity of the two-tier board structure and
address concerns about informal decisions being made outside of the Board to ensure that the purpose and value of the Board debate is not bypassed.
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01 Context, key findings and priorities
Priority recommendations
(continued)
Key areas of focus
C. Leadership capacity
D. Culture
Recommendations
‘A proactive approach to succession planning to build a strong decision-making body and enhance future resilience and sustainability across POL. Effective
succession planning is also needed to create a more cohesive and effective Board and leadership culture, fostering trust and improving decision-making processes.
The CPO is addressing some of these issues positively. Considerations for this exercise include:
+ Strengthening succession planning by addressing insufficiencies the current process at the Board and Enterprise level, including formalising Postmaster selection
and rotations, and recruitment processes, and ensuring individuals can step into critical roles at short notice.
+ Build skills matrices considering not just technical skills such as gaps in technology, digital transformation, government relations, and franchise expertise at
Board (as picked up in interviews and survey output) but wider attributes such as experience in crisis management, transformation, strategy, and EDI.
+ Address Governance Issues and Reward Design which will form part of attracting future talent: Rebuild trust with stakeholders by addressing historical
governance Issues impacting reward philosophy and design including the approach to LTIPs.
+ Implement a structured and transparent approach to recruitment and senior appointments with clear reporting lines.
+ Foster better team cohesion and trust at the Board through informal interactions between the Board and Executives, utilising activities such as pre/post meeting
Board dinners and visiting POL sites. Clear communication and follow-up with the Chair and CEO after informal discussions should be supported.
Bulld out LED across the Board and Executive leadership (and beyond), considering strategic priorities, principal risks, and skills matrices to supplement any
succession planning work.
+ Consider increasing capacity at the Secretariat level to act as a strategic conduit between the Board and Executives.
+ The Board need to shape, own, and monitor the desired culture, aligning it with values and strategic objectives to drive positive change, innovation, and
collaboration and start to map a path for the organisation beyond the Inquiry. This is also crucial for leadership cohesion, successful transformation, and
succession planning and board members must exemplify and promote the desired culture to create an effective decision-making environment, to drive the future
transformation being considered.
+ Address the number of lower-level operational matters being escalated to Board and oversee the progress of SEG's review of Leadership DoA and escalation
processes — as part of this review the principles of DoA approvals such as OPEX. Empowering lower levels of management to handle operational and day-to-day
issues will reduce the burden on the Board and allow it to focus on higher-level strategic matters. Clarifying decision-making authority at different levels is
essential in addressing this issue and the Board must be robust in pushing back decisions to the organisation that fall within thelr remit.
+ The approach to risk management should be part of any cultural transformation in terms of L&D, ensuring the organisation Is given the permission to be risk
enabled and accountable in their decisions.
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01 Context, key findings and priorities
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One thing the Board can do to improve its effectiveness?
Summarised from interview comments
Clarity
+ Greater clarity on what we are trying to achieve as a
Board for the organisation.
Aclear strategy, succession plan and budget that
reflect what this business should be delivering.
Spending more time together as a Board to figure out
what is important.
Reducing volume and focusing on quality and
execution of papers/insights brought to the Board.
Initiating a strategic review while managing
stakeholder relationships and demonstrating
leadership.
Ensuring that information provided to, and requests
made to the Board are contextualised, focused and
accurate with clear asks, while the Board to hold the
CEO, SEG (and LT where applicable) to account. CEO
to hold the SEG and LT to account.
© GrantThornton
Leadership capabilities
Appointment of a new interim/permanent Chair to
unify the Board and SEG.
Turning to considering and addressing the capability
gaps in SEG and below.
Change the way the business operates and is.
branded, consider the capability and capacity of the
Exec to help create impact despite a lack of funding
and governance structures.
rather than sub-optimal performance of processes,
papers etc to strengthen Board’s confidence in them.
SEG and LT to focus on strong delivery and execution,
Other
* Board dinners — NEDs, CEO and SEG to mutually
seek each other's engagement and support, to
help unite the Board.
Time spent on culture needs to increase given the
impact of the Horizon IT Inquiry on the morale of
POL.
More financial resources, as the Board has great
ideas but are limited by resource constraints. In
whichever outcome, the Board and organisation
should look to move forward in delivering ideas,
growth and rebuilding customer and Postmaster
trust and stability.
+ Good governance structures currently do not play
out or function as they should.
Rethinking the value and contribution of the
Shareholder NED ~ Shareholder’s view and voting
pervades.
Focusing on embedding the first-line with
ownership and management of risk.
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02 Findings
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02 Findings
Priority A
We set out our observations In relation
to clarifying the purpose of the Board.
Details on the survey results are
Included at Appendix 4
As part of any review regarding the
purpose of the Board, the terms within
the Matters Reserved should be debated
to consider whether all items of the
scope are within the gift of the Board to
deliver on behalf of all stakeholders.
Board purpose
Analysis of output from our field work indicates that POL lacks a
unified purpose, strategy and ambition that is ascribed to by all at
Board/Group level. This fosters an uncertainty surrounding how the
Board Leadership is driving Executive accountability.
According to the Matters reserved for the Board, it is “collectively
responsible for setting the Company’s strategic direction and primary
business objectives”. Itis there to establish “a robust governance
framework and ensure[s] that the Company has financial and human
resources required to achieve its agreed objectives”.
From interviews and survey output it is not clear as to whether all
members feel the Board is able to deliver against this remit (although
we acknowledge the current composition is relatively new).
We recognise that POL has received conflicting statements from
Government as to its priorities for the organisation, and the resultant
strategic direction that should be pursued. Although, there is a letter
from the Minister which does outline a need to maintain a network of
11,500 branches which should be considered as part of any design
debate.
Equally, the annual and three-year budgeting cycles do not support
long-lasting investment schemes needed for successful delivery of
strategic priorities. A five-to-ten-year funding facility with shorter
budgeting cycles feeding in should be considered for long-term
planning which we acknowledge is largely out of the control of POL.
We do note that a short-term Business Unit level strategy at POL is generally
clear. However, a lack of visibility of a framework and/or consistent
understanding of ‘trade-offs’ at the centre, and connectivity across business,
confirms the lack of clarity regarding the Group narrative and ambition and
priorities in that regard.
Notwithstanding the lack of clarity, the Board should have a clear and united
‘ambition/vision to guide its actions and coalesce around as a group of leaders.
In simply trying to steer a middle course between social purpose and
commercial success, the Board risks satisfying no one. Competent
administration is not enough on its own; there needs to be a shared ambition to
visibly drive actions, and so guide the value proposition of the Board’s work. It
is essential that any work in this regard also looks at sustainability/ESG more
strategically in terms of opportunities and risks to the business model going
forwards.
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02 Findings
Priority B
We set out our observations in relation to
reviewing efficiency and effectiveness of team
processes to improve the decision-making
platform at Board. Details on the survey
results are included at Appendix 4.
Team process
+ Addressing the impact of poor MI on the effectiveness of discussion
and decision-making at the Board is crucial to ensure comprehensive
debate and follow-up actions.
Clear agendas and Ml are essential to facilitate discussions on
historical, operational, and strategie issues. Feedback loops must,
ensure timely resolution of actions.
+ Comments made around the lack of informal get-togethers and
unstructured dialogue at the Board. Building trust between members
through informal interaction is cited by all as critical.
Lack of clarity noted through our review of the Board/Committee
minutes regarding whether actions have been resolved or removed
because of inaction. This lack of clarity needs to be addressed to
ensure accountability and effectiveness of the governance.
Agenda and minutes
+ Rolling agendas, until recently were not sufficiently structured
to include a balance of forward-looking discussion.
It's noted that there is a lack of clarity in the Board minutes over the
last 12-14 months regarding the resolution or removal of actions due to
inaction. This issue appears to extend to the central function as well.
However, there has been recent improvement with updates on actions
ass provided in the Matters Arising Schedule.
‘Comments in interviews regarding limited clarity on assigned actions
out of Board/Executive meetings, where assignees are not informed in
timely manner. We understand that SEG actions are now distributed
on a weekly basis and Board and Committee meeting actions are
distributed within one to two weeks for Board actions.
Minutes of meetings are considered to reflect the substance of
discussions and decisions. They tend to be drafted in a narrative style,
rather than concentrating on decisions taken. Opinions on the style
varied amongst interviewees, but this is more a matter of i
preference than any material change needed.
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Management Information
The quality of Board papers and MI has been criticised, with feedback indicating they
are often voluminous and lack insights. There is a perception that Ml is presented in a
way that prioritises personal agendas, leading to a lack of effective decision-making
support.
There are instances of papers being submitted late, overly long, and poorly prepared. A
significant proportion of the information presented to the Board is operational in nature,
leading to a lack of meaningful discussions that drive commercial success.
Capacity of the Secretariat: The Secretariat, while keen to evolve and support the
Board, has limited capacity, particularly due to the ongoing Horizon IT Inquiry.
Consideration is needed on how to address this limitation and support the
transformation of Ml and dialogue between the Board and the organization.
To address these issues and improve the effectiveness of Board papers, MI, and the overall
decision-making process, the following actions could be considered. On Ml;
+ Restructure the MI to support meaningful decision-making support. Summarise key
insights into actionable reports and set guidelines for paper preparation. Empower the
Secretariat, with the backing of the Chair, to reject papers which do not meet agreed
standards of style, content or length.
Assess the value provided by the reading room and consider the possibility of closing it
down to assess to put onus on papers to succinctly provide explanation.
Explore the use of Al programs to assist in shaping/demonstrating the changes to the Ml
process. Al can help in analysing and synthesizing large volumes of data to provide
valuable insights for decision-making.
Ensure papers are presented by the person who prepared them and provide specific
recommended conclusions with accountabilities for action points that are followed
up and acted upon 5
Consider measures to address the limited capacity of the Secretariat, such as
expanding the role of recent appointments or providing additional support to enable the
Secretariat to better serve the Board's needs.
By addressing these areas, POL can enhance the quality and effectiveness of Board
materials and processes, leading to improved decision-making, strategic discussions, and
‘overall performance. Grant Thornton © 2024 I
02 Findings
Priority C
The Board needs to urgently address
this area In light of upcoming rotation
at Board and the departure of the
deputy CEO at Exec level. Going
forwards the Board needs to be more
Intentional In Its succession planning.
The Board should recognise the need.
to look beyond technical skills to
consider the balance between crisis
management, transformation and
strategic needs over the tenure
periods. This should also be mirrored
in the Exec team.
We set out our observations on this
page and overleaf in relation to
leadership capacity covering:
+ Capacity and composition at
Board
+ Capacity and composition at
Executive level
Details on the survey results are
included at Appendix 4.
Leadership capacity, composition and succession - Board
+ POL has been without a permanent Chair since January 2024. Ben
Tidswell, the present SID, has been temporarily chairing the Board and
Nom Co meetings and is due to leave in July 2024. Further Board rotation
is imminent alongside this process, with the expected departures of the
two Postmaster NEDs within the next 15 months, the Deputy CEO by
September 2024 (current Board Observer) and a further INED’s tenure due
to expire in early 2025.
Accordingly, succession planning is critical for the Board and poses a
significant risk to operational resilience and corporate memory,
particularly with the number of imminent rotations and a relatively new
Board still learning about the business and its collaborative dynamics.
‘We note there has been limited consideration given to the transfer of
knowledge during simultaneous NED rotations, including Postmaster NED
rotations. However, shareholder approval has been requested to allow for
a staggered step down of the Postmaster NEDs, with one extended for a
further 3-month term and the other for a further 12-month term.
Subsequently, we have been advised that these proposals for a staggered
step-down process going forward, of which we are supportive, have been
approved by the Shareholder.
On top of this, the situation around the long-term absence of the CFO is
still unresolved.
That POL did not anticipate an issue with corporate memory until recently
in terms of managing multiple simultaneous NED rotations points to poor
succession planning processes. As such the Board should keep a line of
site over the output and debate with the Nom Co in terms of its ToR
In essence, there is too much Board rotation, and this impacts on
corporate memory, leadership cohesion, decision-making and oversight
effectiveness of the Board.
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+ The newly appointed CPO, (October 2023), has all these issues to contend with,
as well as immediate priorities and a three-year people delivery plan being
imminent. We are encouraged that her outline proposals for tackling these
issues are focused in the right direction in addressing the gaps, having some
sight of these in more recent Board and Nom Co papers. A lesser priority is the
lack of any formal LED plans for Directors.
Areas to address
+ The need for urgent recruitment of new Board members with appropriate skills,
experience, and the ability to integrate into the current Board is emphasised.
The identification of a new Chair is seen as pivotal in informing further
recruitments of NEDs.
The lack of transparency around senior appointments and the absence of a
structured approach to internal promotions and external appointments further
exacerbates the issue, leading to a potential erosion of trust and hampering
effective governance.
Gaps in diversity and specific expertise at board, particularly in areas such as
technology, digital transformation, public sector/government experience, retail,
operational risk, and franchise expertise. These skill gaps and lack of diversity
may hinder the Board's ability to navigate POL through its current crisis and
effectively address strategic and operational challenges if not addressed
imminently.
‘The Board's interactions with the Shareholder and the complexity of governing
POL need to be carefully considered in any recruitment and onboarding process.
The Board's acknowledgment of its ultimate approval by the Shareholder and its
influence on the composition of the Board highlights the need for strategic
alignment in addressing these challenges.
In summary, the Board needs to address the issues of composition, succession
planning, and governance complexity to ensure effective leadership, decision-
making, and oversight. A comprehensive and transparent approach to succession
planning and Board composition, with a focus on diversity and expertise, is
essential and should be owned and driven by Nom Co.
Grant Thomton ©2026 I 16
02 Findings
Priority C
Leadership capacity and succession - Executive
Executive composition and succession
At an individual level, the Exec team Is an experienced group
however, history suggests the group is not optimised yet and so
not working together as it should. We are encouraged that there
‘are fundamental steps being taken to drive different outcomes and
build leadership capacity and accountability. Work on reporting
lines and the recalibration of leadership roles is making an impact.
The absence of a (permanent) CFO is causing issues both at Board
and in operations, and this needs attention. The planned departure
of the Deputy CEO also needs to be addressed.
Numerous “people issues” within the organisation, including
confusion around roles, accountability, and cultural behaviour, as
well as complexity of legacy reward schemes, mistrust around pay,
high staff churn, and confusion, due to lack of corporate memory.
The Deputy CEO has indicated his intention to step down, which
he has also acknowledged will leave a significant capability gap. As
we understand, he have been impactful in the current role. As part
of the wider recruitment plans, a COO should be recruited without
delay. This to enable a sensible handover period and to ensure
‘avoidance of further capability gaps occurring in key positions at
Board, SEG and LT levels.
© GrantThornton
It is acknowledged that the current level of “noise” surrounding
POL is a huge distraction, as well as being an impairment to
successful recruitment.
The current CEO (as well as the CFO) has been in role somewhat
longer than the external Board members. However, the extended
absence of the CFO at such a critical time poses issues. The
capable deputy CFO has stepped in on an interim basis. This key
position should be filled permanently, given the need to oversee
and support the anticipated transformation.
e.
In addition, this is also causing issues with Board processes,
written resolutions. This issue needs to be resolved as soon as
possible.
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While new additions at SEG level have been additive in bringing
valuable experience, there has not been enough time to rebuild
collective competence, trust and ways of working.
It is felt that sometimes recruitment is perceived not to routinely be
conducted on a transparent basis. Reference to a framework of
skills, competencies etc and EDS! principles should be put into
interview panels and targets.
lacking when it comes to breadth and depth,
and increased expertise and experience in certain areas is
recognised. Key leadership skills such as transformation
management and effective leadership are front-of-mind.
Recruitment limitations ([.e. remuneration and government
thresholds/appetite) and reputation are recognised as limitations in
this regard.
Limited cross-functional working across LT. More needs to be done
ling of leadership teams.
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02 Findings
Priority D
Culture
It is evident that the "people" agenda,
including culture, performance
management, and accountability,
requires immediate attention. A
focused and rapid implementation
strategy should be adopted to
dddress this area.
The feedback from interviews and
surveys highlights several challenges
related to accountability for
underperformance within the
organisation.
We set out our observations in relation
to culture coverin,
+ Organisational culture
+ Dynamics
+ Risk culture
Details on the survey results are
included at Appendix 4.
Culture
Feedback suggests that there are many ‘people issues’ which have been
‘exacerbated by the continued change within the CPO role over the last few
years. These issues impact cohesion in leadership, confusion (and
duplication) of roles and responsibilities, « lack of a skills matrix, minimal
performance-based conversations, EDS! awareness as well as pervading
‘accountability ambiguity and general poor cultural behaviour. Other issues
include the complexity of legacy reward schemes and mistrust in the
‘organisation about how pay is determined.
Addressing these people-related issues is crucial for POL to improve its
‘overall performance, employee engagement, and culture. Resolving these
will likely require a strategic and multifaceted approach, potentially
Involving restructuring, leadership development initiatives, targeted training
‘and development programs, and a focused effort to cultivate a positive and
inclusive culture..
As a first step, the People agenda needs to be more overtly owned at the
Board level, and they should work with the CPO and SEG on areas they are
starting to shape / deliver such as;
* Trust-Building and Communication: Efforts to improve trust between
Executive and Non-Executive members. Open communication and
collaborative efforts between the Board and SEG can help drive clarity
and alignment on strategic priorities and organisational culture.
+ Cultural Transformation and Performance Management throughout
POL. This may involve initiatives to monitor, measure, and embed the
desired culture, as well as implementing robust performance
management processes
+ Leadership Alignment and Role Clarity: Given the changes within the CPO role, itis
essential to establish clear roles and responsibilities within the leadership team. This
can help reduce confusion and duplication of duties and facilitate a better
understanding of the skills matrix and leadership capacity within POL.
+ Accountability and Decision-Making: To address the culture of reluctance to make
decisions. Efforts should be made to foster a culture of accountability and clear
decision-making processes. This can help alleviate the fear of scrutiny and improve
the organization's ability to address underperformance effectively.
+ Review of Reward Schemes: Addressing issues related to legacy reward schemes and
pay determination remain essential. CPO working with Rem Co in this regard
Aligned to the above is the observation that a significant burden is being placed on the
Board due to matters that should ideally be addressed at a lower level. This highlights
an important governance issue suggesting a potential lack of delegation and escalation
protocols within POL, leading to an overload of responsibilities at the Board level.
Efficient governance structures typically involve a clear delineation of decision-making
authority and the delegation of operational and lower-level issues to appropriate levels,
within the organisation. When lower-level matters in POL are consistently escalated to
the Board , it can impede the Board's ability to focus on strategic oversight and high-
level decision-making.
‘The Board need to continue to have oversight of the effectiveness of changes the SEG is.
undertaking focused on empowering lower levels of management to handle operational
and day-to-day issues and the Board should support this programme by pushing back
on decisions that should be taken at organisaiton level. This should alleviate the burden
on the Board, allowing it to concentrate on matters that truly require its strategic
direction and oversight
Grant thomton © 2024 I 18
02 Findings
Priority D
Culture (continued)
Dynamics
+ Trust is lacking between Board members, exacerbated by the
perception that there appears to be a two-tier Board with some
NEDs/INEDs excluded from certain decision-making, which is carried
out informally by a sub-group of the Board.
+ The Postmaster NEDs can, understandably, become very exercised
at issues affecting the Postmaster community, and can on occasion
be seen as ‘activists’ rather than contributing fully as ‘part of the
team’.
* There is limited to non-existent contact between NEDs and SEG and
the LT; some NEDs reporting no contact at all and lacking any sort of
meaningful relationship with senior members within the LT. There is a
general desire from NEDs to get to know fellow Board members, SEG
and LT members better.
+ The Shareholder Representative role is unclear in terms of remit. They *
are in a difficult and conflicted position, but it should be recognised
that legally they have the same Companies’ Act duties (6171-177) as
ity participate in collective
Board decision-making. The Shareholder Representative cannot
make or direct decisions on behalf of the Shareholder. There is a
feeling amongst certain members that the Shareholde
Representative’s duties take primacy in Board discussion.
Itis clear the current situation requires some tough discussions and
decisions and as such the style of meetings may have to shift. More
rigorous debate may become necessary, and it needs the strong
direction of a Chair for this to be achieved as there will not necessarily
be full consensus on all matters to get decisions and move forwards.
e GrantThornton
Key points to note
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Several comments that the ‘executive management doesn’t listen’ to the
NEDs if things are said with which the Exec/SEG disagree. Conversely,
from the Exec/SEG side the Board is inconsequential, due in large
measure to circumstance. This fundamental division and lack of trust
needs to be bridged urgently if the Board is to make progress.
The CEO would benefit from more support from the NEDs although, this
is a two-way process. We consider that the CEO would be helped more
by reaching out and developing a closer rapport with the other
Directors, and/or being clear as to where support would be beneficial.
Many raise the desire to work closer together and as part of that more
informal get togethers to build trust and have unstructured dialogue
given the breadth of the agenda at POL. Equally all highlight an absence
of a formal LED programme.
Our overall impressions from the Board meeting that we observed (25
March 2024) was of a good and capable Board. We considered the
discussion to be well chaired and contributions were made by all. It did
not have the feeling of a cosy, comfortable meeting and there were
several subjects where views differed. The debate was well intentioned,
with numerous penetrating questions and discussion.
— We noted that the agenda featured a debate on a subject which
directly affected the Postmaster community, and on this topic the
Postmaster NEDs were particularly vocal, as would be expected. It
was very apparent that their focus was supporting the Postmaster
community although they asked sound questions throughout.
However, they should be encouraged to speak out more widely to
bring wider reflections/perspectives of other stakeholders.
Itwas also apparent that the UKGI representative was much more
engaged on topics that were of direct interest to UKGI/DBT. As a
board director, broader contribution on the wider stakeholder impact
should be encouraged.
02 Findings
Priority D
Culture (continued)
Risk culture
POL has a relatively well set up risk management process and associated policies and
procedures; however, there is an apparent risk aversion in POL around managing
underperformance and making decisions. This risk aversion is hindering POL’s ability to
‘address underperformance effectively.
Most interviewees share a view that more needs to be done in POL with regards to
culture. This tallies with the results from the survey, where the organisation has scored
lower than the Benchmark on matters related to risk in several statements.
Both survey responses and interviews crystallised two main issues with risk culture. On
‘one hand the organisation is very risk-averse, which is seen across all layers of risk
governance, and on the other hand, the level of importance attributed to risk
management is insufficient, which also appears to be common for all grades, including
the SEG layer.
This is also reflected in the relatively conservative risk appetite and tolerances that have
been set up for all risks; this ultimately has resulted in risks being reported outside of
appetite on a continuous basis although a limitations to control aspects such as visibili
‘on longer term funding exasperate the situation.
e GrantThornton
Actions to consider
The risk agenda needs to be owned at Board, ensuring that key financial and non-
financial risks are understood, transparent to key internal stakeholders and are being
‘appropriately managed to drive value. Other key observations:
- Foster Open Communication: Encourage open communication and transparency
regarding risk-related issues within POL. Employees at all levels should fee!
‘empowered to raise concerns and propose solutions without fear of retribution.
- Review Risk Management Policies: Assess the current risk management policies and
procedures to ensure they are not overly restrictive or risk-averse. There should be a
balance between managing risk and facilitating decision-making and innovation.
- Training and Education: Provide training and education to employees at all levels on
risk management, the organisation's risk appetite, and the importance of effectively
managing underperformance. This can help instil a more proactive approach to risk
management.
- Leadership Role: Ensure that the Board and senior management take ownership of
the risk agenda and actively promote a culture of accountability and ambition
regarding risk management.
- Reassess Risk Appetite and Tolerances: Review POL’s risk appetite and tolerances to
ensure they are aligned with the organization's strategic objectives and allow for a
more dynamic and proactive risk environment.
These observations focus on addressing the risk aversion and the need for a more robust
risk culture within the organisation.
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O03 Appendices
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Appendix 1
Methodology and scope
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Appendix 1 — Methodology and scope
Methodology and scope
We have aligned our review against the requirements of the Code and the Government Code as a reference point in
assessing and reporting on the effectiveness of the POL Board.
e GrantThornton
We have used the UK Code and the Government Code, to frame and align 2
‘our assessment on the effectiveness of the POL Board.
This review is forward looking; considering the effectiveness of the Board :
at this time and providing suggestions as to how it can develop and
become more effective in the future. Its oversight of any matters
pertaining to remediation was not within scope nor was a review of the
recently formed IC and RC.
In view of the anticipated appointment of a new interim Chair, the scope
has been limited in order to report back in a relatively short timescale. To
this end, we did not interview alll the attendees at Board, nor did we
‘observe meetings of the Board's Committees, taking the observations of
the Rem Co to inform relevant comments in this report.
We have interviewed the Board members (excluding the CFO who was not
available), the Group Company Secretary, and the Deputy Company
Secretary. These interviews probed the interviewees’ opinions on the
working of the Board and its effectiveness.
We also observed a meeting of the POL Board on 25 March 2024. We
already observed the November 2023 meeting of the Rem Co and have
utilised our findings from that meeting in this report. Given timings, it has
not been possible to observe meetings of the other Committees. The main
purpose of these observations was to see at first hand the nature and
quality of the debate and the contributions made by the NEDs. Refer
Appendix 2 for a list of interviewees and meetings observed.
We considered leadership and dynamics, governance and team processes
‘and the impact this has on the effectiveness of Board meetings and the
group dynamics. Minutes have been considered post meetings to cross-
reference actions and decision-making.
We also considered any work in flight, progress made and updates that may be
material to this review.
In addition, we considered the:
- balance of skills and expertise of the members of the Board in discharging
their responsibilities
= overall cohesion of the Board and quality of interaction between members, in
particular an assessment of the level and quality of challenge in meetings and
support provided by NEDs
- appropriateness of the Board and Committees’ agendas and the content,
quality and timeliness of the papers and minutes, including any items
pertaining to subsidiary operations
~ effectiveness of the Board’s decision-making
- providing oversight on future succession and development that will be needed
Our methodology, as outlined in our proposal, has been a mix of interviews and
reviews of relevant documentation. In view of our previous work, which has
extensive overlaps with this Board effectiveness review, we have not re-
performed work already completed, unless there has been any material changes
in the interim. Refer Appendix 5 for a list of updated documents.
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Appendix 2
Governance structure —
background
© GrantThornton
Appendix 2 — Governance structure design
Governance
We set out our comments in relation
to reviewing the efficiency and
effectiveness of core Board
governance processes which inform
quality of dialogue and decision
making specifically regarding team
process
Background on design
POL currently has a straightforward structure at the top level, with a Board of tt
directors when at full strength, consisting of two Exec directors, six INEDs, two
Postmaster NEDs, and one NED who represents the Shareholder. The Board is
supported by five sub-committees: ARC, Nom Co, Rem Co, RC, and IC, which
deal with specific topics requiring additional oversight. The IC was established
as a new Board sub-committee in September 2023. It has added leadership
capacity at Board and brought more rigour to investment decisions and
prioritisation,
At Exec level, there is a recently introduced SEG which comprises the most
senior members of the LT under the authority of the Group CEO. This group
meets on a weekly basis with monthly meetings for more substantive decision
making and/or to include matters that might require input or approval from the
Board. The SEG may establish sub-committees or steering committees which
shall investigate or deal with particular matters, and to-date, it has constituted
42 such committees. The aim of the SEG is to simplify the operating model at
executive level to prioritise focus, drive accountability and facilitate quicker
day-to-day decision making by the LT. This then enables the SEG to focus more
on the long-term strategy.
At the same time, to give the Group CEO more capacity to develop the future of
the business and to support the Inquiry and Remediation Unit, the number of
individuals reporting to the CEO has been reduced from 12 to 7.
We are supportive of this more streamlined structure outlined above which
seems, at this early stage, to be producing positive results. It does though
require more time to become fully embedded enabling benefits to be realised.
Successful delivery of this re-organisation requires both capacity and
capability be addressed during this process through recruitment and clear
operation of Delegation of Authorities.
Future government funding is uncertain, so planning in the current environment
is extremely difficult. Significant efforts go into reprioritisation within POL,
wasting capital in the process (both financial and intellectual). As an example,
there is an agreed programme to shut down c.100 directly owned branches with
an annual cost-saving once complete of c.£25 million per annum. We
understand this programme has been stopped and started c.4 times, where
each time close to execution, funds have been re-orientated to support a
different project, with no ability to challenge the rationale in the absence of a
strategic framework
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Ultimately, POL is stuck between maintaining the sub-optimal network/social
purpose and developing its commercial side. Becoming a leaner, more efficient
‘operation and building the POL of the future to meet people’s needs (more
digital) in the coming decades, whilst becoming more appealing as a franchise
operator are all part of the vision. There is a need to invest to reduce costs in
any scenario, which HMG is perceived as presently unwilling to consider on a
strategic basis
This is a fundamental obstacle to the efficient and effective running of the
business, and one that needs resolving. Although POL can take steps to improve
its governance and become more efficient, real progress towards the business
‘optimising its commercial platform can only be achieved with Shareholder
agreement to a new set of objectives.
We believe that POL, should consider further in the mid-term, the merits of
establishing separate Audit and Risk Committees to improve focus,
understanding of risks and controls, transparency, and decision-making
Notwithstanding our comment above on the ARC, we understand that the
‘Committees are generally considered by the Board members to be working well,
although time did not permit us to observe any recent meetings. Further
comments are provided on the Committees in Appendix 3 (page 26).
ToRs are up-to-date and reviewed annually, and POL has been diligent in
undertaking these reviews. These are all aligned with the Code to the extent that
is relevant for POL as an organisation. Although, consideration is needed as to
whether in light of the agreements with the Shareholder, the Board can deliver
‘against its ToRs.
Development in the governance processes relate mainly to operational rigour
around the areas of:
Clarity of purpose and strategy
- Composition and succession
- Team processes such as MI, minutes and agenda management; and
- Culture.
25
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Appendix 3
Committees
© GrantThornton
Appendix 3 - Committees
Rem Co
Much work is underway to
address the capacity of Rem Co
around resolving not just the most.
urgent historical issues but to
gain clarity on ways of working
and to reduce the noise.
With an increasingly clear direction, it will
be easier for Rem Co to move its
effectiveness beyond a tactical level. The
Chair needs to continue to be directive in
managing both the agenda and meetings
to ensure that Rem Co cover wider
‘aspects of their ToR and continue to drive
through needed changes to ways of
working.
Observations
Roles and responsibilities between Rem Co stakeholders require clarification,
governance (specifically accountability) around reward design and decision
making between enterprise and Rem Co and Rem Co and Shareholder needs
clarification.
Capacity needs to be created to enable more forward-looking discussion and
delivery of the wider ToR remit and this is continuing to be addressed by the
Chair.
Rem Co meeting dynamics need attention.
Rem Co to continue to work through the Simmons & Simmons recommendations
(the Review Report).
We have reviewed the ToR against the Code, and the Government Code, as
well as those of other major corporations and consider it to be in accordance
with these and with general good practice in all material respects.
The POL remuneration objectives largely align with the Principles and Provisions
of the Code around remuneration.
Accordingly, the principal area which needs attention is the practical execution.
We would note that a review of minutes indicates historically the focus has
been on the debate and agreement of historical rewards schemes with limited
ability for Rem Co to consider the wider aspects of its ToR. Now that these are
agreed, Rem Co should turn its attention to future design and execution of
reward principles.
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Actions
As part of any reset with the Shareholder, reflect and debate the Code
provision which notes all members should be independent at Rem Co
(Principle P, Provision 32).
In line with the above, Rem Co to establish what matters it is seeking to
shape and propose to the Board and where it intends to seek guidance
from the Shareholder.
Consideration to be given to either embedding the relevant Code
provisions in the Committee’s ToR (Principal P, Provision 32, Provision
40) to ensure principles are appropriately considered on a comply or
explain basis for internal purposes.
Engage with the Shareholder to establish the overall remuneration
philosophy. Outlining the set of principles by which schemes are
designed, taking account of latest best practice, the Ministers annual
letter and appropriate ambition. Agree whether LTIPS remain an
appropriate measure in the absence of a metric-defined strategic
ambition.
CPO to continue to lead the development and reporting of the
remuneration strategy (including incentive schemes) - as opposed to
other SEG/LT members to ensure accountability, transparency,
objectivity and consistency in process.
On conclusion of the latest review of the ToR, a RACI matrix should be
prepared (guided by the agenda/ToR) to clarify roles and
responsibilities for each area.
A governance charter/library specific to Rem Co which captures in one
place the foundational governance documents and maintains an audit
trail around any future changes to key documents (and rationale of any
change) should continue to be developed.
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Appendix 3 - Committees
Rem Co
Remuneration Committee dynamics
We attended the Rem Co meeting held on 28 November 2023. Key points of note:
+ The agenda felt relatively packed with a number of items to be approved and discussed. A couple of
items were postponed for a following meeting due to time constraints.
Overall, the discussion was dominated by a debate on the objectives for the CEO and the incentive
plans.
We observed a very robust debate in relation to the objectives of the CEO, with the Board Chair and
the Shareholder Representative expressing some very strong views.
Similarly, the LTIPs and STIPs, and future plans in relation to their use, were subject toa
comprehensive discussion.
We could see that the Chair of the Rem Co has worked to implement a more longer-term approach
when it comes to the incentive plans. We consider this positive as it can provide certainty and an
ability to measure and incentivise sustainable decision making and delivery.
Further points to consider:
+ Rem Co should seek to introduce some business-as-usual regular agenda items, such as regular
updates on people matters, culture, talent management, diversity and inclusion, recruitment and
retention, etc.
Rem Co Chair to continue engaging a direct facilitative approach during meetings and discussions.
The merits of extending the duration of the meeting so that sufficient time is dedicated to each
agenda item.
e GrantThornton
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Feedback suggests that while POL has a
well-established risk policies and processes
and an internal audit function there is the
opportunity to review aspects around the
practical application to create a more
dynamic and proactive risk environment,
which fosters a culture of accountability
and ambition,
We have reviewed the papers, Ml and minutes of the ARC for the
period between May 2023 and March 2024. We have seen a sample
of minutes of the RCC that were shared with the ARC, but we have
not had sight of the packs for these meetings. Our understanding is
that the papers for the RCC broadly duplicate those of the ARC,
except for cases when the RCC has decided that certain papers are to
be re-worked before they get submitted to the ARC, or when ARC has
requested a special report.
Our review suggests that while POL has a well-established risk policies
and processes and an internal audit function there is an opportunity
to review aspects around the practical application to create a more
dynamic and proactive risk environment, which fosters a culture of
accountability and ambition, namely
+ Training and Tone from the Top: Undertake risk management
training across all levels, with a focus on setting the tone from the
top.
+ Increase the prominence of the central Risk Function across the
business, with leadership from the CEO to highlight the
importance of risk in strategic decision-making. Look at reporting
lines as part of this exercise to move from General Counsel to CEO
+ Review and Tailor Papers for ARC: Ensure that the papers
presented to the ARC are appropriately tailored, contain more
granular management information, and focus on key risk
reporting. This will facilitate more focused discussions on risk
matters and enable a more detailed debate around specific Key
Risk Indicators (KRIs) and risk appetite.
* Separate Audit and Risk Committees: Given the wide remit of the
ARC and the need for more focused discussions on audit and risk,
consider the possibility of splitting the Audit, Risk, and Compliance
committee into separate Audit and Risk committees. This may
require additional Board committees, but it would allow for more
in-depth discussions and efficient decision-making processes.
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+ Streamline Attendees at Committee Meetings: Consider streamlining
the number of regular attendees at ARC and RCC meetings to facilitate
more focused conversations and efficient decision-making. This could
involve inviting additional attendees for specific items only when
necessary.
+ Risk Tolerances: Provide more clarity regarding the process for
establishing risk tolerances specifically the lack of quantitative or
qualitative thresholds.
+ Bespoke Data for Each Committee: While acknowledging the significant
executive time required for producing papers for both ARC and RCC,
ensure that the data presented to each committee is bespoke to their
specific needs. This will drive a different type of conversation and
enable more effective discussions.
+ Enhance Risk Discussion at RCC: Ensure that the RCC discussions
focus on risks at an operational level and include a more detailed
debate around specific KRIs, related root causes, and risk appetite. This
will help elevate risk discussions at the RCC and facilitate more
informed decision-making.
+ Evaluate the Capability and Skillset of the Committees: Assess the
capability and skillset of the ARC and RCC members to ensure that
they have the necessary expertise to address the wide remit of the
committees and engage in meaningful discussions on audit and risk
matters.
In considering the above, the ARC and RCC can enhance the effectiveness
of their meetings, drive more focused discussions on audit and risk, and
ensure that the papers and discussions are tailored to the specific needs of
each committee.
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Appendix 3 - Committees
ARC and RCC
(continued)
Risk appetite and ARC
POL has established risk appetite statements for each enterprise risk,
supplemented by formal tolerances using the same definitions as for
Other key points of note
+ The papers for the RCC are similar to those of the ARC however, it is important
the risk appetite. However, it is unclear from the reviewed that data is customised Toriesiotr commentitee'to drive oll t type of
documentation what process was followed to establish these
tolerances. Additionally, no quantitative or qualitative thresholds * Conversation Focus: The conversation in the RCC is focused on operational
were adopted when setting the risk tolerances. Typically, when risks, but itis unclear if detailed debate around specific KRls, related root
setting risk tolerances, we would expect that risk thresholds, which causes, and risk appetite occurs at this meeting.
refer fo the specifi levels OF rial that will rigger'd reponse oraction, Number of Attendees: The RCC has a high number of members and attendees,
which may hinder focused conversation and efficient decision-making.
We haven't been able to observe an ARC meeting; however,
from what we can see in the minutes there appears to be a good Considerations on risk culture at POL based on survey and interviews:
level of discussion with the Chair ably facilitating the debate. + Address the conservative risk appetite and tolerances by elevating the
We noticed that both the Chair and one of the NEDs, Elliot Jacobs, importance of risk management at all levels and fostering a more balanced
‘appear good challenge and ask pertinent questions ‘approach to risk.
Based on our review of the papers, MI, and minutes of the ARC for
the period between May 2023 and November 2023, we the main
areas for attention include; a review of the regular attendees,
consideration of the time allocated for risk discussions, and potential «Align the risk strategy with the overall strategy once designed, reflecting
Training and Tone from the Top
Increase the prominence of the central Risk Function across the business,
changes to the committee structure should be part of the next wave appropriate risk appetite statements and tolerances in line with strategic
of governance changes to enhance the effectiveness of the ARC and objectives. Undertake a holistic risk assessment to ensure all pertinent risks are
align with industry best practices. captured in the risk register.
RCC and Risk culture
+ We have seen a sample of minutes of the RCC that were shared
with the ARC, but we have not had sight of the packs for these
meetings. Our understanding is that the papers for the RCC
broadly duplicate those of the ARC, except for cases when the
RCC has decided that certain papers are to be re-worked before
they get submitted, or when ARC has requested a special report.
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Appendix 3 - Committees
ARC and RCC
(continued)
Internal audit and control environment Internal Audit:
POL has established an appropriate Internal Audit framework and supporting
documentation. The Internal Audit Charter has been set out to describe the
main purpose of Internal Audit, how the function approaches its work and the
rights and arrangements in place to provide quality assurance to the Board and
the ARC
The Charter also defines the role of the Internal Audit function, the standards
and policies that apply, reporting lines, access and principles for setting up the
Audit Plan. In accordance with good practice, the Director of Internal Audit has
a direct reporting line to the Chair of the ARC, and we understand that they
benefit from a very good working relationship
The Internal Audit Plan is developed on a risk-basis in line with a conventional
industry approach. The Director of Internal Audit and Risk submits ai rolling risk-
based plan for approval by the ARC, we are aware that the Plan for 2024 was
just submitted for approval to ARC, although we have not seen a copy of it
We have also observed that the Interna Audit updates to the ARC are amongst
the better papers, in that they are concise, highlight clearly the key themes and
findings for each audit, and utilise visuals and tables to show progress and
illustrate other trends
Based on the review of the draft Internal Controls framework and the
information gathered about the internal control environment here are some key
points to consider:
e GrantThornton
+ Continue the good working relationship between the Director of Internal
Audit and the ARC Chair.
+ Ensure regular updates to the ARC on Audit Plan progress and changes to
reflect evolving risk priorities.
Internal Controls Framework:
+ Conduct a thorough review of the effectiveness and practical adherence to
the Internal Controls framework.
+ Provide relevant training to ensure that all stakeholders understand and
adhere to the controls in practice.
+ Accelerate efforts to ensure that the Internal Controls framework is
effectively embedded across the organization.
Overall:
+ Proactive steps by the ARC to better embed the Internal Controls
framework and address the practical adherence to otherwise well-designed
documentation.
+ Ensure that the ARC is proactive in preparation for the new UK Code
coming into force in 2025 and 2026. The ARC should aim to attest positively
to the effectiveness of the internal controls and take necessary actions to
ensure that the control environment is robust and compliant with regulatory
requirements.
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Appendix 3 - Committees
ARC and RCC
(continued)
Subsidiaries Based on the information provided, here are some key considerations for improving the alignment of risk
+ We have seen limited evidence, based on the and internal audit arrangements at POL and its subsidiaries and Postmasters:
documentation we have seen, of alignment between POL
and its subsidiaries and Postmasters, as far as risk and
internal audit arrangements are concerned
Alignment of Risk Management: Establish a consistent and effective approach to risk management
‘across all entities within POL, including subsidiaries and Postmasters.
Reporting and Oversight: Implement a more formal approach to aggregate reporting on risk
management and internal audit activities across all entities to ensure comprehensive oversight by the
RCC and ARC.
In our understanding, risk is managed separately at a
franchise level, but we consider that some appropriate
aggregate reporting should be brought to the attention of
RCC and ARG, as required. We can see that there is some
Inclusion in Internal Audit Plan: Develop a strategy to include the subsidiaries and Postmasters in the
reporting from the subsidiaries into the RCC. Internal Audit plan, tailoring audit activities to the specific needs and risks of each entity.
+ We are also unsure as to how the subsidiaries and + Formal Governance Structure: Establish a formal governance structure that oversees risk management
Postmasters are captured by the Internal Audit plan, and internal audit arrangements across all subsidiaries and Postmasters, with clear reporting lines and
although we understand that the Group Internall Audit escalation procedures to ensure consistent oversight.
‘arrangements apply to alll fully owned subsidiaries + Training and Development: Invest in training and development programs to ensure that employees in
+ POL to consider a more consistent and effective approach the subsidiaries and Postmasters are aware of the policies and procedures related to risk management
to risk management and internal audit across all entities and internal audit, equipping them with the necessary skills and knowledge to effectively manage risks.
within POL to include, in particular, Subsidiaries and
Postmasters, ultimately enhancing the overall governance
and control environment.
e GrantThornton Grant Themion © 200 I 92
03 Appendix 3 - Committees
Nom Co
Observations
+ Nom Co seems to be reactionary in its remit delivery, focusing only
on its immediate recruitment, appointment and Board and NED
evaluation remit when needed. As an example, currently itis
running two new Postmaster recruitment processes, and the
process for recruiting new INEDs. This is due to fast approac!
rotations. However, we were unable to conclude thatthe Nom Co
meeting its succession planning requirement under its ToR . A more
strategic approach Is required to look at the wider composition and
succession landscape.
Key findings
+ We have reviewed the ToR against the UK Corporate Governance
Code and the Government Code, and it is in accordance with
these and with general good practice in all material respects.
We received several comments which indicate that medium and
longer-term succession planning for the Board and Execs, until
recently, has not been occurring at either Board or Nom Co.
A lack of skills matrices or a skills audit of where the Board and
Execs are now in terms of capability and what is needed to support
transparent recruitment and future capability. LED provided, while
currently appropriate in content, is ad-hoc and could be more
formalised with links to skills audit/matrices.
The planned reorganisation of the SEG, recently approved by Nom
Co, will introduce a COO role and consolidate other key roles and
its proposed recruitment approach, supports greater transparency
including with Postmaster NEDs and therefore hopefully the
Postmaster community.
e GrantThornton
Packs are of increasing quality with reports prepared by Tracy
Marshalll recognised as a good, focused approach to reporting,
centred around a target brief and questions & answers to guide
Nom Co members.
The positive impact of the recently appointed CPO is noted by the
Nom Co and through their good initial work around Senior
Management succession planning at the recent March Nom Co
meeting. This is a positive step towards Nom Co meeting its
succession planning requirement for senior management, with
urgent attention needed for SEG and Board succession planning in
a similar manner.
DoA operate partially effectively, i.e. not everything that should be
brought to the Nom Co for approval or review is (Deputy CEO’s
SEG re-organisation, prior to beginning work on this, is an
example) and this should be considered in terms of good
governance.
Composition of Nom Co only recently became in line with its ToR
following a brief period where the SID, Postmaster NED and UKG!
NED comprised its membership. Current membership consists
majority of INEDs, including the Chairs of Rem Co and ARC. Non-
independent NED members include the Shareholder Representative
and Postmaster NED.
In the survey scoring, this is one of the areas identified as
highest priority, yet it receives the lowest scoring in terms of
effectiveness/impact (red score below against the Benchmark in
the third column).
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‘The company's leadership and talent management
‘evaluation and planning are in good order. co
We have a satisfactory succession plan for key roles
inthe management team. a) 4
‘The board's contribution to matters concerning
management appointments and development of a 18 47
diverse pipeline has led to the desired outcomes
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Survey results
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Appendix 4 - Survey results
Board survey
Self-reported overview = from Board members and regular SEG a
——— Post Office Ltd Board, SEG, LT Benchmark
The graph illustrates the summary of POL respondent scoring against each chapter of ost Office Ltd Boart enchmar
the survey with results benchmarked against 150+ other UK Boards, spanning the
private, listed and public sectors. The two lowest scoring areas by POL, which also have
the biggest delta against the Benchmark are Talent and Culture and Purpose and Purpose and Strategy
Strategy. The highest scoring area is Board Composition and Dynamics. There is no 100
Decision-making external benchmark as questions are bespoke to POL. 20
Summary of key themes from survey respondent feedback
+ Excessive government interference calls into question the Board’s independence \e Decision Making ae nieeieas a
+ It is impossible to plan ahead amid uncertainty of funding and lack of clarity from
government on what it wants
There are conflicts between achieving a social and commercial purpose within the
current funding arrangements
Culture, succession planning, EDI targets and associated narrative have been de-
prioritised amid remediation and ongoing challenges
Risk management is not operating optimally, with several risks outside of tolerance Information, Reporting
and a lack of adequate funding to address risks within known time horizons and Risk Management velamereI@cime
Individually the Board is capable and skilled, but given POL’s government
participation and current market segments, there are skills gaps in
government/public sector experience, crisis management, IT transformation,
franchise expertise and bankin Beard cormmesitenand
Dynamics
>)
Y GrantThornton
Appendix 4 — Survey results
Board Purpose
Survey
The below has been paraphrased from comments provided by Board, SEG and some LT members via the BoardClic platform.
Summary of respondents’ survey comments
+ Independence from Government: Address the perception of
insufficient independence by demonstrating objectivity in decision-
making. Seek clear direction from the government without undue
interference.
+ Board Familiarisation: Provide comprehensive orientation and ongoing
education for Board members to align their understanding with the
operational realities of the Post Office.
+ Profitability vs. Community Service: Develop a strategy that aligns
commercial viability with social responsibility, and engage in
constructive dialogue with the government.
+ Public vs. Commercial Focus: Evaluate the feasibility of maintaining
11,500 branches while ensuring commercial viability.
+ Shareholder Policy Framework: Review the framework to support
sustainable decision-making and address conflicts between social and
commercial objectives.
+ Uncertainties: Mitigate potential disruptions from the impending
general election and renewal of the Shareholder Framework
Agreement.
+ Stakeholder Prioritization: Leverage consensus on critical stakeholder
groups to align strategies and initiatives with their interests.
+ ESG Discussion: Prioritize ESG topics and integrate ESG
considerations into strategic decision-making processes.
e GrantThornton
Key priorities identified by survey to focus on
The following are recommended actions to address key strategic priorities and
foster alignment within POL:
+ Build Consensus on Medium to Long-Term Strategy; It is essential to
‘engage all stakeholders to establish a clear and balanced strategy for POL
that integrates its social and commercial purposes. Developing a
comprehensive roadmap for execution, including funding considerations,
will be crucial for achieving strategic objectives.
Enhance Annual Strategy Day: Ensure that the annual strategy day is
focused, robust, and directly contributes to key business areas for the
upcoming year. This will help align leadership and operational teams
towards common goals.
Foster Alignment and Dialogue: Strengthen collaboration and
communication between the Post Office, DBT, UKGI, and other relevant
stakeholders to gain a deeper understanding of priorities. Building greater
alignment will support cohesive efforts and effective decision-making.
Appoint Board Champions: Consider appointing Board champions for
specific areas such as workforce, diversity, equity, and inclusion (DE&!), and
fostering a culture of speaking up. This will emphasize the organization's
‘commitment to these important focus areas.
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Highest total
The Board has a consensus on which
stakeholder groups are the most critical
to the company’s long term success
(Benchmark 83%)
70%
Lowest total
The company is well prepared for
business or technology disruptions
(Benchmark 73%)
41%
Grant Thomton © 2026 I
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Appendix 4 ~ Survey results
Succession
Survey (continued)
The below has been paraphrased from comments provided by Board, SEG and some SLP members via the BoardClic platform.
Embrace Automation and Digitali ion:
Deploying automation and digitalization
initiatives can drive efficiency improvements and
cost-savings across various operational
functions. This strategic move can position the
organization for greater competitiveness and
agility.
Prioritise Purpose and Strategy in Committee
Conversations: Ensure that discussions in
committees consistently prioritize the
‘organization's purpose and strategy. This will
help align decision-making and resource
allocation with the overarching strategic
direction of POL.
Implementing these actions will contribute to
strategic clarity, alignment, and operational
effectiveness within POL, furthering its ability to
achieve its long-term objectives and navigate
evolving challenges in its operating environment.
e GrantThornton
Summary of respondents’ survey
comments
+ Concerns around the lack of proper succession
planning. Many comments point to the fact that
the renewal terms for the Postmaster NEDs, who
‘are some of the longest serving members of the
Board, are up for renewal/stepping down
simultaneously (summer 2024). Limited visibility
‘expressed outside the Nom Co on how this is
formally going to be dealt with beyond being
staggered.
+ Most respondents do not agree that the Board
regularly reviews its diversity regarding
background, ethnicity, gender and other
minorities.
There is acknowledgement that the Board
membership is ultimately approved by the
Shareholder, which influences its composition.
+ Respondents remarked on the Board being
largely composed of individuals from financial
and professional services backgrounds, and less
from areas of current POL market segments
such as retail. Comments on current skills gaps
include retail and digital, public sector/Whitehall
‘experience, managing a government
Shareholder, and an individual who has
combined commercial and government
experience.
+ There is also the need to balance the current
Board with a ‘younger voice’ by appointing
younger individuals as NEDs.
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q . own Occnie x0 ©
50m
ssa ow
32 68
oven sland between sand the board a &
wow
Highest total Lowest total
Alignment between Board and management The Board has a specific framework
regarding core strategic priorities or approach in place to monitor culture
in the organisation
(Benchmark 85%) (Benchmark 66%)
65% ( 39% )
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Appendix 4 ~ Survey results
Composition
Survey (continued)
The below has been paraphrased from comments provided by Board, SEG and some SLP members via the BoardClic platform.
Highest total
There is mutual trust and respect
between members of the Board
Summary of respondents’ survey comments
+ Determine the main demographic groups that make up POL’s target.
market and ensure Board skills support full understanding of POL’s
market and stakeholders. (Benchmark 91%)
Skills matrices across the entire Board mapped against the skills
required for effective strategy implementation of POL’s vision and key
risks, identify gaps and overlaps.
ith a short, medium to long-
in current and post Horizon IT 77%
To review the current Board structure
term lens to determine Board evoluti
Inquiry realities.
+ Pr LED for the Board, SEG and LT by developing a robust plan
that is based on skills matrices and assessments.
The Board does not regularly review its diversity with regards to
background, ethnicity, gender and other minorities; and
Lowest total
My knowledge and experience
are well utilised
(Benchmark 85%)
70%
38
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Appendix 4 ~ Survey results
Team process
Survey (continued)
The below has been paraphrased from comments provided by Board, GE and some SLG members via the BoardClic platform.
We understand that access to Committee papers
and minutes (in Diligent) is granted based on
. " Oowcane Ox 0:
whether a NED is independent or not, and on
membership in the case of the RC. We believe this is" Shorter, more focused Board papers with a she oily wih motional tay thon: (oa
due to the particularly esneltive nature of the one-page summary of key data, insights and next steps/the
matters that go before that Committee. cis peepee bye parma a7 63 Bh
. + Identify and synthesise what matters from the
This varying degrees of access hinders debate by ren pratima leiceg
the Board and the perceived limited transparency data to provide more valuable insights. 8s
contributes to the lack of trust between Board + Cross-reference information and reporting with risk reporting The board mater re ethigh-asity snd convenently srmaries 225778
members (this aspect is commented upon more fully in order to better inform and shape decision-making.
below). + Reduce duplication of papers across decision-making
‘Summary respondents’ survey comments forums. _——
+ Respondents shared the view that Board papers are * Ensure that when actions are assigned from the SEG/LT, a rar
lengthy and not well summarised. those with whom the actions are assigned to are informed as en
. . ‘soon as possible. i sid
+ There are mixed views on the time-efficiency of the
Board's work. + Simplify, centralise and streamline papers, reporting and pala
dashboards and key metrics — ‘less is more’. vos
* Respondents remarked on the need for more
visibility of Board members across the work and + Provide access to all Board Committee papers (apart from so
activities of the Board committees, to facilitate RC) for all Board members papers to create improved aoe
transparency and open knowledge. synergy, collaboration and alignment across key
decision-making priorities. et ‘ . oe
+ Board papers are submitted too late and lacking in
quality overall. They are voluminous. It gives the “
impression of laziness although some are good Highest total Lowest total ae
such as Retail.
Information and informal get togethers have fallen
away and are vital for cohesion at Board.
e GrantThornton
Key priorities identified by survey to focus on
Board materialsare of high quality
‘ond conveniently summarised
(Benchmark -78%)
We sufficiently explore al given opinions
‘and suggestions prior to making a decision
(Benchmark -83%)
67% 57%
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Appendix 4 — Survey results
Risk and controls
Survey (continued)
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The below comments have been paraphrased from comments provided by Board, GE and some SLG members via the BoardClic platform. For full details refer to the BoardClic survey.
Summary of survey comments
Respondents opined that the current
process of top-down risk should be
changed to allow individual business
Units to own their own risks and present
these to the Audit and Risk Committee
Concerns that POL is operating outside
of risk appetite in c.8 areas for the next
24 months which is unsustainable. There
is a question as to whether risk appetite is
set properly, and whether the Board and
Executive are aligned on the consequences
Though the Audit and Risk Committee
reporting has evolved and improved
with new leadership, there is still a need
for more frequent reporting on data
and insights about branch profitability,
network sustainability, and potential risks
Respondents highlighted that the Board
is risk averse amid the public enquiry
and lack of adequate funding to address
risks outside of appetite, resulting in the
crystallisation of certain risks and the
continued non-mitigation of others
e GrantThornton
Summary of survey comments (continued)
On that point it is view the restrictive risk profile
whilst comprehensive is a barrier to delivery
rather than a key management tool
There is a lack of visibility of the Audit and Risk Committee
for Board members who do not sit on the committee.
There should be a mechanism for reporting/escalating
risks during gaps in Board meetings
Is there a 4st, 2nd and 3rd line of defence — not in
the way most commercial organisations understand it
Key priorities to focus on:
* Focused collaboration with the Shareholder
to communicate the impact of identified risks on
the business towards ensuring that funding is
channelled appropriately
Develop a system for risk reporting outside
of scheduled Board meetings
+ The employment of a Chief Risk Officer
Highest total Lowest total
The board has sufficient information about
the company’s most important compliance
issues (anti-corruption, sanctions, anti-trust,
workplace and product safety, etc)
(Benchmark 83%)
78%
Investments are given appropriate
‘and robust review
(Benchmark 79%)
(sx)
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Appendix 4 — Survey results
Dynamics
(continued)
The below has been paraphrased from comments provided by Board, SEG and some SLP members via the
BoardClic platform.
Summary of respondents’ survey comments
social time spent together to build relationships.
working relationships, trust and positive Board dynamics.
Respondents held the view that with being a relatively new Board, more emphasis should be laid on
Focus on re-introducing Board dinners and opportunities for social interaction to foster good
westowpponthecomesny ggg,
23 7 8S
e GrantThornton
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Appendix 5
List of interviews conducted,
documents reviewed, and
meetings observed
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Appendix 5 — List of interviews conducted, documents reviewed, and meetings observed
Interviewees and meetings
Board Company P
Ben Tidewell Secretarial
Rachel Group Company Secretary
Simon Jeffreys Chair of ARC, INED Somrabslotel
‘Amanda Burton Chair of Rem Co, INED nd Deputy Group Company Secretary
Andrew Darfoor Chair of the Investment Committee, INED
Brian Gaunt INED
Saf Ismail Postmaster NED
Board 25" March 2024
Elliot Jabos Postmaster NED
Lorna Gratton Shareholder Representative (UKGI),
NED
Nick Read Group CEO
e GrantThornton GrontThomion © 208 I 43
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Appendix 5 — List of interviews conducted, documents reviewed, and meetings observed
Additional documents reviewed
Board and Board Committee ToRs Succession, Culture and Learning & Development Board and Committee Packs and Minutes
+ 12.01.04 POL Board Gov Matters Reserved Tracked Changes
20240325 FINAL
Delegated Authorities - Tracked Changes
12.01 06 POL Board Nom Co ToR Tracked Changes 20230325 Final
+ 050201 POL Board Rem Co Terms of Reference Tracked Changes
20230301
20240206 SEG ToR v4
Governance Frameworks
+ POL Register of interests
+ POL Ethical Decision Making Framework v1.0
+ Ethical Decision Making Framework details
e GrantThornton
+ 20240319 POL Nom Co Additional Min Draft
+ 03.00 POL Nom Co Strategic Executive Group Restructuring
20240319 Final PP
POL Board Training Record FY23-24 and proposal for FY 24-25
POL NED Appraisals Summary Report 23-24 RS
Board effectiveness report 2022-23
Audit, Risk and Compliance Co Effectiveness Report
+ Nom Co Effectiveness Report
+ Remediation Co Effectiveness Report
+ Role profiles & CVs
Board and Committee Packs and Minutes
+ POL Board Agenda & Papers 20231128 - Final - Redacted
+ POL Board Agenda & Papers 20240130 - Final - Redacted
+ POL Board Agenda & Papers 20240301 - Final - Redacted
POL Board Agenda & Papers 20240325 - Final - Redacted
POL ARC Agenda & Papers 20231107 - Final
POL ARC Agenda & Papers 20231127 - Final
POL ARC PACK 20240129 - Redacted
POL ARC PACK 20240320
POL Nom Co Agenda & Papers 20231128 - Final
POL Nom Co Agenda & Papers 20240130 - Final
POL Nom Co Agenda & Papers 20240227 - Final
03.00 POL Nom Co Strategic Executive Group Restructuring
20240319 Final (password: jA4kLEn9ah)
00.00 POL Nom Co Agenda 20240319 - Final
POL Rem Co Agenda & Papers 20231106 - Final
POL Rem Co Agenda & Papers 20231128 - Final
POL Rem Co Agenda & Papers 20231218 - Final
POL Rem Co Agenda & Papers 20240207 - Final
POL Rem Co Agenda & Papers 20240227 - Final
20231031 POL Board Min Signed Redacted for PwC
20281128 POL Board Min Signed Redacted
20240130 POL Board Min signed Redacted
20240301 POL Board Additional Min Signed
20231127 POL ARC Min Signed
20240129 POL ARC Min Signed
20240320 POL ARC Min Draft
20240130 POL Nom Co Additional Min Final
20240227 POL Nom Co Min Draft to Chair
20240319 POL Nom Co Additional Min Draft
20281218 POL Rem Co Additional Min Signed
20240207 POL Rem Co Additional Min Signed
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