NOTES OF A MEETING OF THE NON-EXECUTIVE DIRECTORS OF POST OFFICE LIMITED HELD ON THURSDAY 29
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FEBRUARY 2024 VIA MICROSOFT TEAMS AT 14:00
Present:
In attendance:
Apologies:
Ben Tidswell Senior Independent Director (BT)
Lorna Gratton Non-Executive Director (LG)
Saf Ismail Non-Executive Director (SI)
Elliot Jacobs Non-Executive Director (EJ)
Brian Gaunt Non-Executive Director (BG)
Simon Jeffreys Non-Executive Director (SJ)
Amanda Burton Non-Executive Director (AB)
Andrew Darfoor Non-Executive Director (AD)
Rachel Scarrabelotti Company Secretary(RS)
None
BT thanked everyone for joining at short notice and advised that SI wished to raise some
issues.
BT asked SI to outline the items of concern to him and suggested that the Non-
Executive Directors then discuss these points.
SI advised that viewing the DBT Select Committee session on Tuesday 27 February 2024
(‘Committee’) had been very uncomfortable for S! and that SI was of the view that there
were some inaccuracies in the responses Nick Read (‘NR’) has provided to the Committee.
SI outlined these:
In respect of Project Pineapple, SI had understood that the Committee had asked
for full disclosure on Project Pineapple. In terms of what had been disclosed, there
appeared to have been 4 emails that were not provided to the Committee and SI
thought that these were very important. AD asked for specifics of these 4 emails.
Sl replied that these were:
- the first was an email dated 18 January 2024 timed at 23:58 from EJ to NR and
Henry Staunton (‘HS’) headed Project Pineapple;
- the second was SI’s email to NR dated 18 January 2024 timed at 22:08 to NR, EJ
and HS headed Project Pineapple — STRICTLY CONFIDENTIAL. SI noted that he
had not received a response from NR to this email;
- the third was an email dated 18 January 2024 timed at 18:17 from HS to the
Board headed Project Pineapple — STRICTLY CONFIDENTIAL;
- the fourth was an email dated January 23 2024 timed at 16:53 headed
Upcoming board meeting, in respect of the issues pertaining to Project
Pineapple and resolution of this and other issues at Board;
AB raised that the Board had not been provided with a copy of the documents that
had been provided to the Committee. ACTION BT advised that he would follow this
up with J Foden as BT had requested on 27 February 2024 that these materials be
provided to the Board. [J Foden circulated these materials to the Board later in the
day at 18:08 along with associated correspondence to the Committee];
SI outlined what he felt was an inaccurate response by NR at 13:19 to the
Committee’s questioning in relation to Project Pineapple. SI noted what the
Committee had asked NR and NR’s response had been that they [SI and EJ] refuted
the way it was written. SI shared his perspective however that the content was
accurate and that NR had not mentioned this;
S! advised that what he felt was the next inaccuracy in NR’s responses to the
Committee was in respect of the reference to ‘untouchables’ when at 13:20 NR
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advised that this term was not used in the business. SI stated that he had heard NR
mention this phrase 2 or 3 times however including at the Board meeting in January
2024 and in the December 2023 Board meeting;
The next response that was of concern to SI was at 13:25 in respect of NR’s response
to the Committee’s query in relation to employees in investigative roles. SI shared
his view that NR had responded to this question very badly and noted that S
Bradshaw remained in the business and queried how this was acceptable and fair;
SI referenced the Committee’s question at 13:27 in relation to RTP and his
perception that NR had not answered the question which SI felt was bitterly
disappointing given the question was in relation to a comment made in respect of
Project Pineapple regarding M Roberts leading RTP;
A further response of concern to SI was NR’s response to the Committee’s question
on the number of investigative cases at 13:29. SI noted that there had been some
mixed messages on this;
SI noted the disclosure of N Vamos’ letter which was raised by the Committee at
13:31. SI shared his view that he thought that the decision to share this
correspondence with the Justice Secretary without this being considered by the
Board was poor judgement on the part of NR;
Sl referenced the queries of the Committee on the culture of the Company at 13:42
and NR’s response that considerations in respect of Postmasters remained at the
centre. SI queried the accuracy of this statement and whether the culture had really
changed. SI shared his view that the current budget FY24/25 proposal was not
beneficial for Postmasters and noted that Postmasters had been crying out for a fair
pay rise which they were not going to receive;
SI noted the response of NR to the Committee’s question at 13:46 in respect of the
engagement of a PR company. SI shared his recollection that at the January 2024
Board meeting NR had advised that TB Cardew had been brought in house to deal
with the fall out of the ITV dramaand that TB Cardew had been provided with 45
minutes at the January Board meeting to explain how they would deal with the fall-
out from the ITV drama. SI felt that NR’s response to the Committee on this point
was different;
Sl referenced the results from the Postmaster survey which NR had spoken to at the
Committee. SI shared his view that the results were not improved as against the
data SI had received;
SI queried NR’s response to the Committee’s comments and queries in relation to
NDA’s being issued to Postmasters and ex-employees whilst NR had been CEO;
SI noted the Committee’s comments on NR’s pay and attempts to obtain an
increase. S! advised his recollection that NR had denied seeking a pay increase at
the previous DBT Select Committee meeting on 17 January 2024 however SI had
understood that NR had sought a pay increase when T Parker was Chair as well as
under HS;
SI queried whether NR was the right person to take the Company forward and also
queried the suitability of other executives. SI also queried who on the Board had
said that they were going to resign if HS did not? SI also advised that he wanted
clarity as to whether there was some sort of two tier Board as information wasn’t
being shared;
AD queried whether SI’s diminished support for NR was driven purely by the events
of the Committee and noted SI’s comments and concerns around NR’s integrity and
being economical with the truth. SI advised that his support for NR had been
affected over a period of time and SI was left querying whether he wished to be in
a business where the CEO was economical with the truth;
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BT spoke to the investigation into NR noting that it was right that the Board did not
know about the investigation particulars generally and that that would not be
unusual for a whistleblowing investigation. BT, AB and LG knew about the
investigation and AB and LG were overseeing this. This was usual in order to protect
the whistleblower. The Board had been advised of the issues at the Board meeting
in May/ June last year. There was therefore no “two tier” board;
Sl reiterated his query regarding which of the Board members had advised that they
would resign if HS remained in post. BT replied that this issue seemed to have arisen
based on what C Creswell had said in an earlier session of the Committee. When BT
had looked at his notes, he was not sure that he had said to C Creswell that
members of the Board would actually resign, however BT recollected that he had
advised C Cresswell that some members of the Board were very unhappy with HS’s
behaviour as well as some senior executives (one of whom said they were close to
resigning), and it was therefore a reasonable inference that they might not be
prepared to stay if HS’s behaviour was not dealt with. BT clarified that he did not
want the Non-Executive Directors to think that Board members were banging drums
and threatening to leave;
EJ shared his view on NR’s appearance at the Committee and the evidence NR had
provided. EJ queried how the Board could be confident that culture could be
addressed by NR after the Committee performance. EJ noted NR’s response to the
Committee’s queries on culture and that in his view the Postmaster survey data was
the other way around to the way NR had depicted it in his response. J spoke
through the data from the Postmaster survey and quoted statistics from the
Company’s corporate website.
BT summarised the discussion so far by proposing that the concerns in respect of
NR’s appearance at the Committee be split into three categories:
- Firstly, that under oath NR had provided some incorrect responses;
- Secondly, that there were some items where NR had exercised poor judgement
for example in relation to the handling and disclosure of the N Vamos letter;
and
- Thirdly, that there was a broader point around culture and the way that things
had been done or not done.
BT agreed that these issues needed to be discussed at Board as well as the substance
of the concerns that SI and EJ were expressing to HS in January 2024 . BT provided
assurance that there was no lack of appetite to deal with these issues. In terms of
addressing the concerns raised in respect of NR’s appearance at the Committee BT
shared his view that the approach needed to be of looking at exactly what was said
at the Committee against the evidence available and finding a way to do this;
BT noted that the question of whether NR was the right person to lead the business
was perhaps the question that needed to be focused on. If NR was not the person,
however, who was? SI emphasised the importance of cultural change; NR had been
in the business for 4 — 5 years now and SI had seen only slight improvements for
Postmasters. If an executive in the business had not been truthful under oath this
culture would permeate through the business. BT reiterated his query, if the Non-
Executive Directors thought there were shortcomings on the part of NR, who would
then lead the business? BT advised that the Non-Executive Directors needed to
have a viable option to lead the business to replace NR. SI shared his view that if he
was an employee in the business and saw the Chair and the CEO depart then he
would interpret this as determination to make change. LG noted the ongoing
process of appointing an interim Chair and advised that the shareholder had not
been inundated with applications; there was recognition that the role was not a
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hugely attractive at the moment. Similarly, a wide pool of candidates may not
present for the CEO role if it was available and the Non-Executive Directors needed
to go into this with eyes wide open. On SI's points in relation to culture, LG noted
that culturally the Company was not as poor as it had been; LG appreciated that the
Company was not culturally where it needed to be however there had been
progress;
AD referenced the disclosure made to the Committee on Project Pineapple and that
it needed to be ascertained if documents had been left out and why. On the
question of NR, AD advised that he had been on both sides experiencing this as a
CEO however viewing this from a board perspective also. AD noted that an approach
the Non-Executive Directors could take was to think forward to 6 months’ time and
to question whether the Non-Executive Directors made the right decision. AD
shared his view that if there were questions around the integrity of the CEO then
that position was untenable particularly as the Company went through a cultural
change process. As to the alternative candidate for CEO, AD suggested that an
appointment could be made to this position for 6 — 9 months;
SJ agreed with AD’s observations and that the Non-Executive Directors needed to
be very specific on the alleged misrepresentations. SJ noted that there were some
responses that NR provided at the Committee that struck a discordant note,
however, SJ noted the intensity of the panel questioning which was a tough
environment and the difficulty in answering questions on the hoof. On the use of
the word untouchables, SJ advised that he had heard it used however spoke to the
way the response from NR could be construed. SJ agreed that if there were some
responses provided by NR to the Committee where the Non-Executive Directors
thought that these were inaccurate then the Non-Executive Directors should have
these checked. SJ shared his view that the question of culture was beyond the remit
of the meeting. SJ reflected on what had been achieved in the last 12 months since
SJ had joined and advised that it was a tough environment for the executive
however in the last 12 months a lot had been achieved. SJ thought that the
departure of NR could lead to an executive that was even less effective so thought
that the Non-Executive Directors had to tread very judiciously;
AB spoke to her experience of appearing at the DBT Select Committee and
cautioned the Non-Executive Directors not to under estimate the intensity. AB
suggested that the Non-Executive Directors should wait for the outcome of the
speak up investigations in relation to NR, rather than approaching the issue
piecemeal. AB shared her view that there were some things NR had said at the
Committee that were very unfortunate;
BT asked BG for his thoughts. BG had microphone issues so was unable to
contribute;
EJ shared his view that to mis-speak on one occasion was one matter, however EJ
felt that NR’s appearance at the Committee had resulted in multiple inaccuracies
across almost every question asked on Postmaster experience and future
Postmaster experience. EJ reiterated his comments on NR’s representation at the
Committee on the Postmaster survey data. EJ advised that his feelings in respect of
NR were not based solely on NR’s appearance at the Committee;
BT noted the view that was emerging from the discussion was that the Non-
Executive Directors seemed to be supportive of working through the alleged
inaccurate statements of NR at the Committee against an evidential basis. EJ advised
that he was supportive of this;
EJ shared his view that it was a poor reason to keep NR because no other candidates
could be found. BT cautioned that this was not what was said. LG reiterated her
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view that the Non-Executive Directors needed to approach this issue with eyes wide
open;
BG advised that he did not think that there was a viable alternative to NR and did
not think that an alternative appointment would move the Company forward in the
short term. BG agreed that the Non-Executive Directors did need to check the
accuracy of some of NR’s responses to the Committee as against the evidentiary
record however queried if the Non-Executive Directors went back to the DBT Select
Committee and advised of the issues whether the matter could be taken out of the
Non-Executive Director’s hands;
SI queried the timing for completing the review exercise and was of the view that
this needed to be done before next Tuesday. Regarding AB’s point on consideration
of the findings of the speak -up investigations once they were concluded, SI advised
that he did not think these were relevant and that he simply did not see NR leading
the business where it needed to go;
BT advised that he thought that AB’s point in respect of considering the outcome of
the speak-up investigation may be relevant depending on where the review of NR’s
potential inaccurate responses at the Committee landed. BT noted that some of
NR’s responses to the Committee were matters of opinion as opposed to factual
inaccuracies and that it was important to acknowledge this difference. BT outlined
the list of potential inaccuracies:
There was a disclosure point as to whether full disclosure had been made in respect
of Project Pineapple;
In NR’s evidence NR’s response in relation to untouchables;
In NR’s evidence NR’s responses on the results of the Postmaster survey;
In NR’s evidence, NR’s responses in relation to his pay increase;
In NR’s evidence, NR’s responses in relation to the engagement of a PR company. SI
shared his view that NR’s response to the Committee about the PR company was
misleading. BT advised that he was not sure about this; a question had been asked
in the previous DBT Select Committee hearing in January 2024 about TB Cardew as
to whether the Company had hired a PR firm since the ITV drama. BT noted the
evidential position and that it was not incumbent on NR to disclose everything in his
responses to the Committee. SI shared his view however that NR had been
economical with the truth. BT replied that he though the point was about integrity
as AD had said. EJ contributed that it appeared in certain respects at the Committee
that NR only told part of the truth and left important parts out. BT shared his view
that EJ’s interpretation of telling the truth did not correlate however with the legal
obligation; NR had to answer the questions honestly however he did not have to
volunteer other information;
BT queried whether there was anything else to add to the above list. SI replied NR’s
response to the Committee on RTP. BT asked whether NR had said something that
was untruthful? S! advised that NR had not, however NR had not answered the
question. BT replied that he thought there were 2 exercises at hand and this issue
in BT’s view went to the judgement point where BT did not think we would write to
the DBT Select Committee to try to improve on the replies given as opposed to
writing on the things that the Non-Executive Directors thought were untrue;
AD advised that another item for the list was the number of employees who had
worked in the business historically and advised that he had been confused by NR’s
response to the Committee on this point. AD recalled the update NR had provided
at the January 2024 Board meeting where NR had advised that there were 32 people
still in the business in this category however AD had thought that the number of
cases was 40. BT noted the 2 different exercises being carried out, firstly Project
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Phoenix which concerned 43 cases and 6 individuals. The second exercise was
looking at employees who had been in the business for a long time and whether
they should they be in roles within the Inquiry and RU teams. OW had sent an email
update to the Board on this and this is what BT had been working on. AD suggested
that the contents of this email be checked as against what NR said at the Committee.
BT commented that in an earlier Board meeting NR may have misspoke however
thought that OW’s email was clear;
« LG contributed that if the Non-Executive Directors determined that there were mis-
statements made by NR then the DBT Select Committee would need to be advised.
That’s said, LG was of the view only corrections where there were factual
inaccuracies needed to be provided, not simply where we would have provided a
different answer. LG noted the primary duty of directors to promote the success of
the company and queried whether the Non-Executive Directors thought that having
NR in this space achieved that;
« ADcame back to the integrity point and felt that if it was concluded that the integrity
of the CEO has been compromised then AD did not think that there was any further
discussion on the point. The discussion would then be as to transitional
arrangements;
* There was discussion as to how the review exercise would be conducted. BT advised
that he could not lead this exercise. SI contributed that he thought he and EJ were
compromised. SJ queried whether for independence an external should be
instructed as opposed to a member of the Board undertaking this. LG queried
whether B Foat or the Company Secretarial team could assist. SI advised that he was
uncomfortable with someone sitting in the business undertaking this review. AD
advised that he would undertake this review and requested assistance from RS. RS
spoke briefly to the disclosure exercise that had been conducted in response to
correspondence received from the DBT Select Committee and advised that there AD/RS
were instances of what the DBT Select Committee had published that were not
aligned to all documents that had been disclosed. RS also advised that following on
from previous Select Committee hearings that sometimes correction letters were
issued where there had been inaccuracies; RS was not clear if a correction letter was
being worked on in respect of the Committee meeting from Tuesday. ACTION AD
advised that he would meet with RS and work out a timeline for conducting the
review [AD and RS met 29 February at 16:30 to discuss the approach and timeline}
¢ BT noted the request from the DBT Select Committee for a copy of the speak up
document HS had referred to during the Committee and advised that this request
had been resisted at present;
e AB noted that an update on Project Phoenix was due to be provided at Board
tomorrow.
There being no further business the meeting closed at 15:05.
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