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MINUTES OF AN ADDITIONAL MEETING OF THE BOARD OF DIRECTORS OF POST OFFICE LIMITED HELD ON
THURSDAY 18 AUGUST 2022 AT 20 FINSBURY STREET, LONDON EC2Y 9AQ AT 18:00 PM?
Present: Tim Parker Chairman (TP)
Tom Cooper Non-Executive Director (TC)
Carla Stent Non-Executive Director (CS)
Zarin Patel Senior Independent Director (ZP)
Lisa Harrington Non-Executive Director (LH)
Saf Ismail Non-Executive Director (SI)
Elliot Jacobs Non-Executive Director (EJ)
Ben Tidswell Non-Executive Director (BT)
Nick Read Group Chief Executive Officer (NR)
Alisdair Cameron Group Chief Finance Officer (AC)
In attendance: Dean Brindley Senior Assistant Company Secretary (DB)
Martin Edwards Network Strategy & Delivery Director (ME)
Brian Gaunt Non-Executive Director (BG)
Tracy Marshall Retail Engagement Director - Postmaster Effectiveness
(TMa)
Paul Liddiard Head of Postmaster Remuneration Development (PL)
Action
1. Welcome and Conflicts of Interest”
A quorum being present, the Chairman opened the meeting. The Directors declared that
they had no conflicts of interest in the matters to be considered at the meeting in
accordance with the requirements of section 177 of the Companies Act 2006 and the
Company’s Articles of Association.
2. Postmaster Remuneration
1. The Chair took the paper as read and invited NR to give an overview and the outcomes
to be considered. NR explained that initial discussions had taken to place to brief the
Board ahead of the call but advised that it would be worth reprising some of the areas of
the paper. NR stated the current position on remuneration was understood by the Board
highlighting the significant changes over the last four years, noting improvements in
financial years 18/19 ,19/20 and 20/21 with setbacks encountered in 21/22. NR further
highlighted the paper has been influenced by the feedback received from the work
carried out by TMa in liaising with the NFSP, Voice of the Postmaster Group (“VPG”) and
600 other Postmasters. NR invited TMa and ME to provide additional comments for the
Board.
2. TMa made reference to the VPG and the recent activity arising from the associated
Facebook page, confirming the current number of members to be 611. TMa noted that
the page consisted of 6 administrators and identified the lead to be B. Johnson, who has
a branch in Shrewsbury. TMa highlighted that the group had called for an urgent response
to increase remuneration to support Postmasters and their businesses with the current
surge in energy prices and difficult trading conditions. TMa further highlighted that the
1 participation in the meeting was entirely via Microsoft Teams from participants’ personal addresses. In such
circumstances the Company's Articles of Association (Article 64) require that the location of the meeting be
deemed as the chairman’s location. However, it was not deemed appropriate to record personal addresses on
the Company record. As such, the Registered Office is recorded as the meeting location.
? This meeting is an addition to the scheduled meetings so standard items such as minutes and matters arising
have been carried over to the meeting on 27" September 2022.
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expectations of the increase from the VPG were unrealistic considering the same trading
conditions would apply to POL stating that the group have also expressed views on the
NFSP, citing a lack of independent representation and have requested more transparency
around POL’s 3-Year Plan (“3YP”). TMa informed the Board that members of the VPG had
sent a total of 101 emails directly to NR raising around 300 issues, noting that the vast
majority were related to remuneration including, increase of remuneration, information
on increased to cost of living experienced, concerns over the impact of MDA2 and non-
delivery of objectives on network transformation, particularly the removal of the fixed
element of remuneration for the main and local branches. TMa confirmed that a response
was sent to all emails and as well further engagement from POL with B. Johnson and
members of the VPG, reiterating their view for an increased remuneration. TMa further
confirmed that VPG had created a public petition, and to date had collected 1,230
signatures, to call on support for Postmasters requesting an increase in remuneration
from POL., where VPG have justified the request owing to the increased cost of living and
a lack of support regarding holiday/sick pay.
TMa made reference to the NFSP and informed the Board that meetings had taken place
with Calum Greenhow in respect of a status update on remuneration proposals,
confirming that Calum’s view was that the proposed amounts failed to meet expectations
and particularly mentioned focusing on banking transactions. TMa added that NFSP were
not comfortable with the actions of VPG and did not support their approach to raising
concerns and advised POL to deal with matters in a sensible way. EJ made reference to B.
Johnson and queried whether he was a current Postmaster. TMa confirmed B. Johnson
was the Postmaster of the branch in Kerry. EJ informed the Board that he had attempted
to join the social media page of the VPG, which had been rejected but instead received
an offer to have a discussion. EJ confirmed that he had notyet replied, wanting to update
the Board first.
NR stated that all thought had been given to the concerns received from Postmasters,
acknowledging the importance of swift action, highlighting, the difficulties in satisfying
concerns to full expectations. NR explained that the proposal will demonstrate POL’s
response, not as to remedy expectations of Postmasters in full but to offer a scheme of
activity that will allow for progress to made. NR advised that it was important to recognise
that the key element to consider was prevention, explaining that of 89% of branches that
had churned this year, 47% had done so owing to financial reasons and that the proposal
should be viewed with this in mind. NR assured the Board that the proposal had been
produced with the input of existing Postmasters and Postmaster groups sourced from
TMa’s engagements and various forums including identifying the underlying issues with
Banking/Banking framework on withdrawals and deposits, work completed but not
remunerated and areas that will offer satisfaction in part of expectations.
ME advised that a detailed description was contained within the paper and summarised
that the proposal was made up of three main components consisting of: an increase in
banking deposit remuneration, correcting unremunerated transactions and measures to
cause immediate benefit for Branches this year, which would be addressed later in the
discussion. ME explained that Banking was considered the cornerstone of the proposal
package, over the alternative areas of Mails and Fixed Remuneration, as it offered the
broadest scope of impact and this was supported by a member survey conducted by the
NFSP, highlighting Banking was considered in need of much focus. ME further explained
the reasons for not using Mails included fallout from the recent MDA2 process and that
top-up payments were still being made, this year, to Branches who are less or under the
MDA2. ME advised that Mails should be reviewed for the next financial year. ME
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confirmed that ‘Banking Framework 3’ (“BF3”) would be coming in force as of January
2023 and that POL had been signalling to Postmasters that BF3 would be used as an
opportunity to review Banking remuneration. ME further confirmed that with the new
measures, and the doubling of deposit rates, there would be an additional} reuevantiad Year
in remuneration available and highlighted that the issues surrounding the unpaid work
agenda had been addressed. Referring back to his earlier point on immediate benefits to
Branches, ME informed the Board that it was proposed that one-off payments be made
in September remuneration, calculated on the basis of 5% of Branches’ Mail
remuneration for the April— August period and that rates of pay for Energy and Cash pay
outs are doubled, noting a surge in the product line owning to the Network’s role in
distributing various voucher schemes, stating that this would be included for the
remainder of the financial year to be back dated to April.
NR expressed that the objectives and reasonings behind the proposal should be clear and
indicated from previous correspondence that it was expected that the topic for discussion
would be whether the amount being offered was acceptable and would it be accepted by
Postmasters, highlighting: incentives leading up to the Christmas period and what that
would look like post-Christmas and to consider if there is an opportunity, to award a
dividend or an incentive share if year end targets are met.
NR invited AC to address affordability of the proposal before taking comments from the
Board. AC informed the members that it had been forecasted that POL would end the
financial year {as*mabove trading profit acknowledging that the forecasted figure does
not reflect the current to-date profit amount stating this was due to the drag effect of
Mails and cost pressures. AC explained tha ‘nad been calculated for the current
tranche of activity, which POL could afford arid ohfirmed that the proposal of one-off
payments is to combat concerns of material gaps in year 3 of the 3YP, which are expected
due to ongoing declines in Mails, bonus defer to 2025, historical matters and technology
costs. AC expressed to the Board that he felt the proposal was the correct approach to
be submitted to Postmasters with a view as suggested, to signal to Postmasters that
continual review will be carried out on remuneration with the objective of providing a
revised offer at the November conference, adding that numbers in November and
subsequently after Christmas would provide more accuracy on figures to devise an
incentive share based on budget performance. AC confirmed his support, expressing his
optimism to be able to achieve more based on further review and cautioning that
consideration be given to the outer years of the £3YP even though remuneration
increases have been budgeted.
The Chair asked for clarity, that all things considered, was it believed that POL could afford
thei:Rretevantiof costs as per the proposal. AC confirmed that to be the case.
NR summarised that all points had been presented to the Board and that a decision would
be required on agreeing the proposal subject to a revision of figures to be presented in
the November conference with incentive information in Mails and Travel. NR
acknowledged that the main area of concern for EJ and SI was around the one-off non-
consolidated payments and understood the current amounts suggested would not solve
issues currently faced by Postmasters but would demonstrate that POL is listening to
Postmaster concerns.
SF confirmed to the Board that his view on the proposal as it stood way under
expectations, declaring the amounts should be at least doubled to cover the increase of
costs outlined by Postmasters. SI informed the Board that, in respect of the one-off
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payments, the amounts proposed did not even compare to that which is awarded as a
staff bonus and would not cover the increased expensive caused by the cost of living
questioning the fairness of the decision. SI added that gaps in the 3YP were appreciated
and acknowledged that an increase on proposed figures could create more gaps over
years 2 and 3, advising that Government would need to be consulted on additional
funding, stating that an additional request should be expected as an inevitable course of
action when there is no scope for the volume of historical costs that will arise. SI informed
the Board that Postmasters had not received an increase since 2015, compared to other
parts of industry that have received increases ranging between 6% - 11% and that for POL
to produce an offering around 3% would be embarrassing. SI acknowledged that the
current opinion on the approach of VPG may be viewed aggressive however confirmed
that POL’s engagement was being monitored by the un-associated Postmasters indicating
that there is an opportunity to restore trust by presenting a figure more aligned to
expectations. SI added that it was understood that Postmasters want to be able to trust
POL as a professional body to do right by them rather than be left with the alternative of
having to join one of the aforementioned groups to get a reaction.
Sl addressed the funding issues raised by AC and stated that efforts should be increased
to find additional funds, reiterating the importance that the proposed figures should be
increased. With reference to Banking being the cornerstone for the proposal offer, SI
agreed it was a good starting point at doubling rates but would still not satisfy on this
basis alone, adding that it was underappreciated how much effort Banking requires and
that the risk to reward ratio is still unbalanced. SI stated that from feedback received and
from his own experiences, high street and town centre branches differ significantly in
Banking transactions and the current proposed figures would not provide as an effective
reward as initially perceived. ME confirmed that Town and City branches were more
indexed towards Mails as they have not yet experienced the same number of Bank
closures, justifying how the one-off payment was being based on Mails remuneration
confirming that POL received a crease to the exceptional renumeration budget,
which allows for a case-by- issessment to be carried out for exceptional
remuneration much of which will be allocated to the struggling Town and City centre
branches. SI explained that prior to the meeting an alternative to the proposal had been
suggested to ME in giving Postmasters a short-term fixed income to the end of the
financial year, enabling POL as a business time to focus on revising remuneration for the
next financial year. SI advised that all suggestions should be considered and reiterated his
view that the amounts in the current proposal are not enough to offer Postmasters.
EJ offered his comments on the proposal agreeing with SI, that amounts offered were
underestimated and would not meet Postmaster satisfaction, totalling on average, a top-
up of £193, which does not accurately reflect the overall increases incurred. EJ also
supported the view that the proposal was a critical move for POL to demonstrate a clear
understanding of Postmaster support and this should be reflective in the budget,
highlighting that in other industries, strike action was being taken in order to achieve
double of what is being offered here and expressed that Postmasters would prefer not to
be left in a position where such measures need to be taken. EJ accepted the suggestion
of further revision on renumeration to be presented in November and then again in
March in preparation for the minimum wage increase but still advised the initial amounts
should be increased ahead of Tuesday’s conference. EJ reminded the Board that the
energy cap does not to apply to businesses so figures would be severely unbalanced when
compared to the increased costs experienced by individuals with no limit to that what a
branch can incur. EJ expressed concern that if the proposal was submitted unrevised it
would indicate that the input of the Postmaster has been disregarded. EJ Informed the
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Board that while he understood AC’s point on affordability, it was respectfully suggested
that POL seem to be able to consistently find additional funds, of which, the Board signs
off on huge over-run costs on various projects and the same should be applied to the
proposal without debate, especially when some of the over run costs far surpass that
what would have been required for a fairer offer. EJ expressed to the Board that POL
needs to do its utmost to find additional funds to improve the proposal offer and
suggested that if funds could not be found then POL would need to seriously consider
making cuts in other areas of the business stating that POL has a commitment to 11,500
branches which is not movable, whereas something like central operating costs is if
money can’t be saved at the frontline adding, that in terms of the 3YP, POL has time to
find the additional funds. EJ highlighted that there had been good traction with Platform
products and attributed a large portion of the current success with the products was a
result of Postmasters and Post Offices delivering a trusted brand on the high street but
stated that there is no incentive or reward in place for doing so, welcoming the
suggestions of profit share but advising there still a lot to be considered in devising a more
appropriate offer. EJ acknowledged that challenges were unlikely to be met by Tuesday’s
deadline but accepted an offer is expected to be made. EJ agreed with the proposal of
doubling Banking deposits and the importance of raising remuneration but highlighted
that a one-off/lump sum payment would be the correct response to short term challenges
urging POL again to revise figures.
ZP addressed EJ and acknowledged the financial burden experienced by all individuals
and in particular Postmasters, due to very little leeway. ZP queried that if the proposed
amounts were to be doubled what short term compromises could be made, exampling in
another organisation, staff were being asked to take a pay-cut to support those most in
need. ZP suggested that a temporary hold be placed on Belfast Exit or SPN advising that
it’s owed to Postmasters that POL have gone through the process of exploring areas of
compromise or take higher risk elsewhere for a short-term hit. ZP agreed overall the
amounts were not appropriate but understood that challenges faced with affordability.
The Chair expressed the key point was to understand the implications of increasing the
offer. AC informed the Board that conversations on how figures could be revised had
taken place outside of the meeting which could be shared with the Board, explaining that
AC was sceptical about cutting operational costs, citing recruitment costs are accepted to
be 20% more expensive than in-house staff and was not confident that lower operating
costs could be achieved over time. AC confirmed that consideration could be given in
reducing central costs, but that would in itself have cost implications to which there is no
funding available adding that it unclear how, when and with what chance of success, POL
can ask for additional funding from Government. AC indicated that on the basis that POL
are 5 months into a 36-month deal that took 27 months to negotiate, it was unlikely
additional requests would be considered and offered an alternate suggestion of
borrowing money from Government in order to cut POL’s costs but highlighted the same
uncertainty of success. AC addressed the final option would be to automate Head Office
processes but pointed out the obvious cost implications of redundancy resulting in the
same funding issue. AC confirmed that the suggestion of stopping Belfast Exit is being
actively explored. AC advised that when the Board reconvenes for 3 year planning in
September all of the information on the suggestions explored and the outcomes will be
shared.
CS advised that that the one-off payment should be viewed as short term fix in order to
provide a bridge into the 3YP and suggested that efforts should be focused on creating a
credible amount to be offered to Postmasters, indicating that the offer should at least be
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the same as to what is offered to internal staff referencing that other organisations had
offered payments in the ranges of £1,200—£2K.
15. LH agreed with CS’s point on the short-term fix and advised that the one-off payment
should be in conjunction with signalling something more significant, encouraging earlier
mentions of a profit share as being the correct trajectory for the 3YP. LH stated that the
proposal felt rushed and was concerned that not enough time had been allowed to
explore all options. LH also agreed with AC’s suggestion of stopping Belfast Exit as a
means to source funds of the correct magnitude to be applied to the proposal for
Postmasters.
16. BG asked whether there was any guidance from Postmasters indicating what would be
deemed an acceptable offer as this would provide a total of funding required and
subsequently highlight POL’s ability to meet expectations or at least be able to close the
gap. EJ explained that in other businesses, between 5.5% — 6% was being offered against
what will be at 14% inflationary market reminding the Board that Postmasters are not
just individuals in every case and that their overheads are reflective of areas that of far
greater consequence when taking into consideration issues such as an increases to the
National Minimum wage and uncapped energy costs. EJ advised that the proposal
amount should be at least doubled in order to be considered a serious offer.
17. The Chair expressed that the Board was agreed on the sentiment of being able to offer
more to Postmasters, noting EJ and SI’s suggestion of doubling the initial amount and the
fact that an offer is expected to be made on Tuesday. The Chair also stated that while
supported, any attempt to increase offers would require the proper time to explore
options and the implications of where the additional fund is pulled from. The Chair
suggested that if a more suitable one-off payment could be agreed then this could be
announced on Tuesday together with assurance that POL will continue to review
remuneration with the intent to provide further payments in the future.
18. SI advise that any requirements for time would need to be supported with a strict
deadline to give Postmaster’s assurance of an outcome is provided ina timely manner.
19. The Chair questioned whether the conference on Tuesday could be delayed allowing for
exploring points raised and revise the proposal. NR advised against rescheduling the
conference stating it was vital to proceed as planned to meet the calls to action from
Postmasters. NR agreed with the views on a short-term fix with intent of providing future
payments in November and stated that the proposal as it stood had been created with
this in mind and within the affordability of POL, advising against the suggestion of
doubling initial offers without proper investigation.
20. TC asked NR whether he believed the proposal, as presented, would be accepted by
Postmasters at the upcoming conference. NR confirmed that while it was accepted that
not all expectations in terms of reward would be met, NR confirmed the proposal did
demonstrate a credible plan reinforced with signalling additional payments in response
to calls for action. TC raised concerns around signalling too much ahead of time and that
consideration would need to be given BEIS if a funding request is likely to made within
the next twelve months highlighting that while he agreed with the suggestion of a profit
share, it was viewed that the language around it can be contentious. NR agreed with TC
responding that additionally to the option of profit share, options around a dividend or
incentive scheme were also being explored to provide a more attractive long-term
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solution. TC reiterated ZP’s earlier comment regarding the pressure for POL to identify
cost savings from the 3YP and what can be done to compensate the business.
21. The Chair informed the Board that it is recognised that NR and his team are confident to
deliver the proposal in its presented form and that strong opposition had been received
from EJ and SI in respect of the amounts that had been suggested. The Chair explained
that despite strong arguments put forward for an increase, the Board could not ignore
the fact that without proper investigation into funding any increase would fall under what
POL can realistically afford at present. The Chair asked EJ and SI to clarify their position
on the basis that at the conference the proposal is made with strict deadlines in and place
with signalling of future payments. The Chair explained that progression is key and
wanted to avoid a deadlock situation between Board members. EJ agreed that the
announcement should not been delayed and POL would need to present something
adding that even with the assurance of continued remuneration review and strict
timelines the amounts suggested for the one-off payment are still not enough to be
considered a credible offer. EJ advised that an approach similar to how POL responded
to Covid should be applied here in that support was reviewed on a month-by-month basis.
—J added that it was viewed that the numbers calculated had been flattered by the
‘ing deposit income line being depicted at when realistically it was more like
onsidering that remuneration was incre:
22. EJ stated that he could not support the proposal in its current form.
23. The Chair expressed the importance of finding compromise to move forward and come
to a decision that would satisfy the views of EJ and SI, noting their support would be key
in the outward perception of POL to Postmasters. The Chair stated that it would not be
possible to make a decision during the meeting to increase amounts without the proper
investigation and suggested whether support could be gained from focusing on how and
when amounts could be revised and increased to meet expectations.
24. With regards to revising the figure of the proposal, SI suggested he would accept the
Board taking the decision to a vote by a show of hands. SI acknowledged the implications
of cancelling/rescheduling the conference but felt it was necessary in order that the
proper revisions could be applied and suggested that he would be comfortable with
publicly identifying his opposition as the reason to postpone the announcement with the
intent that POL would reconvene in a structed manner with assurance of increased
amounts. SI supported earlier comments from CS and LH in that the proposal is deemed
rushed due to a kneejerk reaction towards activity of various Postmaster groups.
25. SI reaffirmed his position that he could not support the proposal in its current form and
insisted the 3YP would have to be revised to incorporate inflation and other external
factors already discussed.
26. The Chair asked the Board to confirm its position given the opinions expressed
throughout the call.
27. AC supported the proposal.
28. BT agreed that Postmasters should receive more and would like to have time to explore
other options and would prefer the proposal to be used as short-term fix but supported
the proposal on the basis that the remuneration would be investigated heavily with intent
on delivering an acceptable revised offer at the next conference.
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BG agreed with the suggestion of BT and confirmed support of the proposal on the basis
that the remuneration would be investigated heavily with intent on delivering an
acceptable revised offer at the next conference.
CS confirmed support of the proposal under the provisions as suggested by BT and
supported by BG.
NR reminded the Board that the proposal was the result of a Postmaster call to action
and it demonstrates POL has listened and responded accordingly, highlighting it was
critical that this is communicated to Postmasters on Tuesday. NR highlighted that the
fundamental issue surrounds the one-off payment and acknowledged that more could be
done to increase the amount and suggested that an offline discussion would need to be
had on the approach, and this would be delivered together with a set of clear stages on
the payment plan process, with accountable assurances from POL.
The Chair stated that despite views on the one-off payment, it was supported and agreed
that NR had provided strong argument and analysis that the proposal demonstrates a full
assessment of issues raised and the appropriate outcomes, advising the Board to support
the proposal and make a decision on that basis. The Chair advised that the opposition of
EJ and SI would need to be formally noted with the intent that figures would be revised
substantially and presented in November.
EJ stated that he did agree that the proposal had dealt with a number of issued raised
from the Postmasters and an update on those issues was vital but explained that the main
reason for his opposition was the bottom-line figure not meeting expectations.
The Chair noted the comments from members and ask the Board to now consider the
position under NR’s most recent suggestion that the one-off payment would be
addressed urgently for a proposed increase.
ZP confirmed support of NR’s final analysis on the provision that the revised amount could
be agreed ahead of Tuesday.
BT confirmed support of the proposal under the suggested one-of payment revision.
BG confirmed support of the proposal under the suggested one-of payment revision.
CS confirmed support of the proposal under the suggested one-of payment revision.
LH confirmed support of the proposal under the suggested one-of payment revision
advising that focus would need to be applied to urgency and pace reflective of approach
to Covid.
TC confirmed support of the proposal under the suggested one-of payment revision.
The Chair noted the support from the majority of the Board and acknowledged strong
arguments form EJ and SI in favour of a figure that was significantly more that than what
was proposed today and noted that support would not be given until EJ and SI could be
satisfied that real progress has been made for numbers to be presented in November.
The Chair asked EJ and SI to provide wording in forming their opposing statements and
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suggested whether the statement could agree to endorse the direction of the proposal
while maintaining the argument that amounts are not enough and should be revised.
42. EJ confirmed that he would be willing to agree to a statement on those points and
welcomed NR’s suggestion of revisiting the one-off payment amount. EJ agreed with the
direction of the proposal but advised clarity would be needed around future steps and
advised that measures taken with Covid support could assisted with how the
communication is shaped.
43. SI asked NR when the revised figure for the one-off payment could be expected. NR
advised that GE would discuss after the meeting with the intent to have a response on
Monday ahead of the conference.
Resolved: The Board APPROVED the recommendations of the proposal on a majority vote
with oppositions received from EJ and SI. The Board’s approval was agreed on the provision
of urgently revised figures for the one-off payment and a clear plan for the payment
process. The Board NOTED that the issue of Postmaster Remuneration would be returned
to the Board for further consideration.
Any Other Business
There being no other business the Chairman declared the meeting closed at 19:27.
Date of next scheduled meeting:
Ordinary Board Meeting — 27" September 2022.
Chairman
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Voting Results for Additional Board Minutes from 18.08.2022 (approved on
27.09.2022)
The signature vote has been passed. 1 votes are required to pass the vote, of which 0 must be independent.
Vote Response Count (%)
For 1 (100%)
Against 0 (0%)
Abstained 0 (0%)
Not Cast 0 (0%)
Voter Status
Name Vote Voted On
Parker, Tim For 29/09/2022 10:05