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Henry Staunton
Chairman
Post Office Limited
100 Wood Street
London
EC2V 7ER
7 December 2023
Kevin Hollinrake MP
Parliamentary Under Secretary of State
Department of Business and Trade
Old Admiralty Building
Admiralty Place
London
SW1A 2DY
Dear Minister
Postmaster Non-Executive Director Recruitment - Post Office Limited
Our current Postmaster NEDs, Saf Ismail and Elliot Jacobs, are due to step down
from the Board on 2 June 2024, when their terms expire. I am writing, therefore,
to seek Shareholder consent to commence an appointment process for two new
Postmaster NED’s to join the Post Office Board to fill the vacancies that will arise
on Saf and Elliot’s departure.
To ensure some continuity to the Board and to provide for a reasonable handover
period between existing and new Postmaster NEDs, Post Office Limited
Nominations Committee agreed that a staggered step down and appointment
approach would be preferable.
It was therefore agreed that one of the newly recruited Postmaster NEDs would
take up their post in June 2024 whilst at the same time, one of our incumbent
Postmaster NEDs steps down. Twelve months later, the second Postmaster NED
would take their place on the Board and the other incumbent Postmaster NED
would step down.
To facilitate this approach, we will also apply for a 1-year extension to the term of
the Postmaster NED who will continue in role, once the Nominations Committee
has determined which of the incumbent Postmaster NEDs will remain in role.
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Shareholder consent is sought for:
e the proposed Postmaster NED role description(see appendix 1);
e the proposed recruitment process and timetable (see appendix 2);
e the constitution of an interview panel the members of which will be approved
by the Post Office Limited Nominations Committee when identified; and
e the appointment of an external agency to support the search.
Role description and fees
The role description is attached at appendix 1. In terms of which incoming
Postmaster NED starts their tenure first, our proposal would be that the Postmaster
who receives the most votes during the election stage of the recruitment process
would assume position in June 2024 with the second successful candidate starting
in June 2025.
For the Postmaster starting in June 2025 there will be a requirement for additional
due diligence checks to be undertaken nearer the time, to ensure they still meet
requirements. For both proposed Postmaster NEDs these would be carried out by
a specialist external recruitment provider. Given the 12-month time period
between the incoming Postmaster NEDs, 2 separate applications for approval to
appoint will be made to the Shareholder.
Under the eligibility criteria for the Postmaster NED roles, a candidate will need to
be a permanent contracted current Postmaster with at least 3 years of service and
have high compliance with Post Office’s standards of operational excellence. I want
to bring direct retail knowledge, entrepreneurial vision and practical experience of
running a Post Office to assist the Board’s decision-making and the setting of Post
Office’s strategic priorities. This experience should be supported by personal
competencies, qualities and beliefs.
It is proposed that the appointments should be for a term of three years with
remuneration of £35,000 per annum for the Postmaster NED roles; this fee is in
line with the current agreed levels. As previously outlined, one Postmaster NED
would join the Board in June 2024 and the other in June 2025.
Appointment process
The proposed indicative appointment process for the new Postmaster NED’‘s is
attached at appendix 2 and reflects the requirements of the Governance Code on
Public Appointments, which while not formally applicable to Post Office, we use as
our reference guide.
In line with the 2018 UK Corporate Governance Code, and the expressed desire
and commitment of the Directors, the appointment process will be rigorous,
transparent and based on objective criteria. The appointment will be from a search
that will promote diversity of gender, social and ethnic backgrounds as well as
cognitive and personal strengths.
Postmasters will be formally invited to become a NED via a short application form
and personal statement. Applicants will have to meet eligibility criteria of at least
3 continuous years as a serving postmaster and high compliance with Post Office’s
standards of operational excellence. An external recruitment agency will create a
shortlist of up to 12 candidates against the competencies and skills required,
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reviewing operational metrics provided to them by POL and a written statement of
suitability provided by the regional manager. The external recruitment agency will
conduct due diligence checks on each applicant.
An interview panel (excluding POL/DBT) will conduct a competency-based
interview with the candidates and review the outcomes of basic numeracy and
language psychometric testing and will produce a shortlist of up to 6 candidates.
The 6 candidates chosen by the interview panel will then be put forward for election
by the Postmaster community. The election window would be open for 3 weeks
and would be managed by an external provider.
The timetable anticipates that we will seek Shareholder consent to the appointment
of the Postmaster with the highest number of votes in April 2024, with a start date
circa June 2024, after completion of all necessary due diligence and vetting checks.
The candidate with the second highest vote will be subject to additional due
diligence in early 2025, followed by a submission to the Secretary of State for
approval to appoint.
Executive Search agency
It is proposed that the search is supported by specialist external recruitment
provider, Green Park; as a provider on the Crown Commercial Services Framework,
POL is able to make a direct award of contract, the terms of which will be standard.
Green Park has a proven track record in Non-Executive Director recruitment, both
in the public and private sector and know POL well, having supported the previous
Postmaster Non-Executive Director recruitment successfully.
Composition of the Board
I have written separately in relation the recruitment of our next SID. We will
maintain oversight across both processes to ensure we manage the dependencies,
as necessary. This includes the timing of the ultimate appointments and the
implications, among other things, for onboarding and for assigning membership
across our different Board Sub-Committees.
I look forward to hearing from you.
Yours sincerely
Henry Staunton
Chairman
Post Office Limited
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APPENDIX 1 - Role Profile
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Postmaster Non-
Executive Director
Position Specification
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BACKGROUND
With over 11,500 branches, Post Office has the biggest retail network in the UK. 99.7% of the population live
within three miles of a Post Office and 4,000 branches are open seven days a week. It is looking to modernise
and transform its operations to keep pace with changing consumer preferences.
Post Office’s public ownership is founded on its social purpose and the requirement to maintain its network of
branches. Post Office Limited is wholly owned by the Secretary of State for the Department of Business and
Trade who holds a special share in the Company.
The majority of its branches are run in partnership with retail partners on a franchise basis. It plays a key role in
communities, often as a central hub for towns and villages, supporting local economies and small businesses and
providing access to essential services and a meaningful source of social interaction, to more vulnerable members
of society.
Post Office offers a vast range of products and services, but it is simplifying its customer proposition with a
focus on its cash and banking: mails and parcels; foreign exchange; and bill payment services.
Post Office plays a key role on the high street, with research indicating that visits to the Post Office help drive
another 400 million visitors to other shops, restaurants and local businesses. This adds up to an estimated £1.1
billion in additional revenue for High Street businesses.
Post Office is working to resolve past failures and fundamentally reform its culture, practices and operating
procedures, and forge an open and transparent relationship with the thousands of Postmasters providing
customers with vital services in the UK’s communities.
Transformation is critical to the Post Office’s future. You will join us at the outset of a hugely ambitious
challenge to reshape our services in the face of rapid and fundamental shifts in consumer and business behaviour.
We are under no illusions on the scale of this challenge but see huge opportunity to evolve built on the foundation
of our rich history. It is the only retailer with a presence in each nation and every community across the UK and
it needs to adapt its branch network to reflect the way people live their lives today. Prioritising strong and trusting
relationships with all Postmasters will be critical to this.
Post Office is growing its network, making sure it has the right branches in the right locations nationwide. It is
innovating in Mails, working with more carriers and delivering more of what customers want and small
businesses need.
The Post Office’s Everyday Banking services in partnership with over 30 banks, building societies and credit
unions mean that 99% of customers can access their High Street bank account securely and conveniently over
the counter at their local Post Office for cash withdrawals, deposits and balance enquiries. Post Office is also
committed to safeguarding 1,400 free-to-use ATMs across the UK, helping anyone who wants cash to get it
which ever way is most convenient.
Post Office will secure free, convenient and reliable access to cash in every community. It will build commercial
partnerships to launch new products and services in branches and online. It will invest in new branch technology
for Postmasters and online for their customers. And it will bring value for the Government Shareholder with a
successful, profitable and efficient business.
THE BOARD
The Post Office Board currently consists of the Chair, five independent Non-Executive Directors, two Postmaster
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representative Non-Executive Directors, a Shareholder appointed Non-Executive Director, a Chief Executive
Officer and a Chief Finance Officer.
In June 2021 Post Office Limited appointed two Non-Executive Directors from its Postmaster community for
the first time. These appointments are part of our drive to involve Postmasters directly in the decision-making
process. The Board now wishes to appoint successors for these two roles, as the current incumbents near the
end of their terms.
THE ROLE
The primary role of the Non-Executive Directors is to:
¢ Demonstrate commitment to Post Office’s role as a commercial business that delivers a social purpose
and is seeking to build a modern franchise in partnership with its Postmasters and multiple partners
© Participate in the development of Post Office’s strategy and oversee its implementation
© Contribute positively to the Board’s discussions and decision-making, applying intellectual rigour,
considering the impact of decisions on different stakeholders and providing constructive challenge and
support to management
* Bring knowledge, experience and expertise to shape how the business develops, demonstrating
commercial acumen and a good understanding of the regulatory nature of the business.
e Provide oversight of and receive assurance on the operation of the business, its compliance with law and
regulation, risk management and internal controls
e Provide leadership on the values and culture the company seeks to promote, including its engagement
with Postmasters, clients, customers, employees, suppliers and shareholder
‘© Monitor the performance of management in meeting agreed targets and objectives
Demonstrate the high standards of integrity and behaviour expected of a director of a government owned
company (https://www.gov.uk/government/collections/public-bodies-non-executive-directors-
principles-and-standards)
Non-Executive Directors have legal duties and an overview of these can be found at Appendix 2 with a link to
The Code of Conduct for Board Members of Public Bodies which sets out the standard of conduct required and
issues that need to be considered when considering applying for the role.
ANDIDATE PROFILE
The eligibility criteria for this role is for the candidate to be a permanent contracted current postmaster with at
least 3 years of continuous service and high compliance with Post Office’s standards of operational excellence.
We want to bring direct retail knowledge, entrepreneurial vision and practical experience of running a Post
Office to assist the Board’s decision-making and setting Post Office’s strategic priorities. This experience
should be supported by personal competencies, qualities and beliefs, and we would highlight the following:
© Commitment to the role played by the Post Office and insight into the development of its future role
© Customer advocacy to help drive excellent customer experiences
© Understanding of the retail market and trends with a commercially focused outlook and commitment to
our social purpose
© Strong analytical skills, excellent communication skills
© Resilience, humour and enthusiasm, supporting the Post Office values of trust, reliability and customer
¢ — Ability to listen to and influence key stakeholders, sometimes within challenging environments.
Non-executive experience is nota pre-requisite, and a comprehensive induction programme will be provided. We
want prospective candidates to play a full role on the Board and this will require being an effective team
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member, understanding the role of a Non-Executive Director, including taking decisions in the best interests of
the company, supporting collective decision-making and high standards of conduct.
By law directors must promote the success of the company as a whole and cannot represent just a sub- set of the
Company. We are therefore not asking Postmaster Non-Executive Directors to be representatives for all
Postmasters but we are asking them to bring their experience, wisdom and practical knowledge to help us in
transforming Post Office into a modern franchise business that works in the interests of all its stakeholders.
The Post Office is committed to having a well-rounded board that reflects society. We encourage candidates
who can share varied perspectives that will bring insights and experiences to the board, so we are best able to
meet the changing needs of our customers, Post Masters and shareholder.
At Post Office our commitment to embracing diversity extends beyond just words, we actively foster an
inclusive workplace culture that values the unique perspectives and contributions from all colleagues. We
believe that Equity, Diversity and Inclusion is not only important but essential to our success and growth; our
priority is building a business that represents the communities we serve across the nation. We are an equal
opportunity employer and we embrace our employees diffe! Post Office wants people from all walks of
life working here and we welcome your application.
TIME COMMITMENT AND FEES
There are eight or nine scheduled Board meetings a year with an estimated time commitment of around two
days per month, these are conducted in person at our registered address. However, additional Board meetings
may be convened, and directors must devote such time as is necessary for the proper performance of their
directors’ duties. The fee rate is £35,000 per annum.
Board dates for 2024 are listed in Appendix 3.
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APPENDIX 1A - BOARD BIOGRAPHIES
Post Office Limited - Board
Rachel Scarrabelotti acts as Secretary to the Board
[Henry Staunton, Chairman
Joined the Board in December 2022
(Chair of the Nominations Committee and Member of the Remuneration)
(Committee
Henry joined the Post Office board as Chairman on 1 December 2022. He has
previously been Chairman of WH Smith, The Phoenix Group and Ashtead
(Group, vice Chairman of Legal and General, and has also served on the boards
jof ITN, BSkyB, Ladbrokes and Standard Bank.
Lorna Gratton, Non-Executive Director
Joined the Board in May 2023
Member of the Audit, Risk and Compliance Committee, Nominations
(Committee, Remuneration Committee and Historical Remediation Committee
Lorna joined UKGI in October 2021. She has had a varied career both in and
jout of government. She is an experienced senior civil servant having been a
\director at DCMS and served as Private Secretary to two Prime Ministers. Prior
jto this, she was a management consultant at Boston Consulting Group working
primarily in utilities and financial services. She began her civil service career
jin the Treasury.
Lorna sits on the Board of Sheffield Forgemasters, a steel forge and precision
jmanufacturer recently acquired by MoD.
She started her career as a secondary school maths teacher in Peckham.
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INick Read - Group Chief Executive Officer
Joined the Board in September 2019
INick joined Post Office as Chief Executive Officer in September 2019. Nick was
jmost recently Group CEO at Extra Energy and prior to that CEO at Nisa Retail
Limited where he led the stabilisation and transformation of the business ahead
jof its sale to the Co-Op in 2018.
INick has over 25 years of consumer and commercial experience and has
previously held senior roles at Tesco, Vodafone, HBOS, Lloyds Banking Group
jand Thomas Cook. In his earlier career, Nick was a Consumer and Retail
Strategy Manager at Deloitte Consulting, a Purchasing Director for Aldi UK and
spent 4 years as a Captain in the 4'"/7' Royal Dragoon Guards, H.M. Forces.
ALG =6 Chief Fi Offi
Joined the Board in January 2015
IAl became the Chief Financial Officer of Post Office in January 2015. He served
jas Interim CEO from April to September 2019. He is also a Non-Executive
Director of the Dover Harbour Board. From 2002 to 2014, Al worked in a variety
jof roles for Centrica plc, a FTSE 100 company, including Director of Audit &
Risk, Group Financial Controller, Finance Director of British Gas and Managing
Director of British Gas Enterprise. Previously he was a partner with Deloitte
jand Arthur Andersen. He has served an 8-year term as a Non-Executive
Director of Oxford University Hospitals NHS Foundation Trust and was also a
trustee of the e-Learning Foundation.
Simon Jeffreys, Non-Executive Director
Joined the Board in March 2023
(Chair of the Audit, Risk and Compliance Committee
Simon brings experience of the auditing world and financial services. Until 2023
lhe chaired AON UK Limited and Henderson International Income Trust plc. He
lis a Non-Executive Director of St James’s Place plc where he chairs the Audit
(Committee, and is a member of the Risk, Remuneration and Nominations
(Committees. He was a senior audit partner with PricewaterhouseCoopers LLP
from 1986 to 2006 where he also led their Global Investment Management
practice. Between 2006 and 2014, Simon was CFO and Chief Operating Officer
at Fidelity International and at The Wellcome Trust.
Simon chairs the Board of St James Place International plc, and is Chair of the
Audit and Risk Committees of Templeton Emerging Markets Investment Trust
pic, SimCorp A/S, a listed Danish financial services software company, and the
(Crown Prosecution Service.
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jot Jacobs, Non-Exec
Joined the Board in June 2021
Member of the Audit, Risk and Compliance Committee
Elliot has over 25 years of multi-channel business experience and has been a
Postmaster since 2014. He currently runs seven ‘Mains’ branches in London
jand Hertfordshire. Prior to his current roles he worked in the computer games
(Electronic Arts) and financial software industry (Intuit Inc). He also
successfully divested his business-to-business stationery division in 2019 to
focus on his retail portfolio.
Elliot is currently a Non-Executive Director (and former chairman) of Office
Friendly Dealer Association and was previously a Non-Executive Director of
IBOSS Federation. He is a certified Master Strategy Summit Facilitator and
[International Accelerator Trainer for Entrepreneurs Organization as well as
Mentor & Business Coach at London Business School’s Global Entrepreneur
Programme.
‘Saf Ismail, Non-Executive Director
Joined the Board in June 2021
Member of the Nominations Committee
Saf is an experienced Postmaster with a Business Economics degree and over
ja decade of involvement in running, developing, growing and developing award)
winning branches. He operates several Post Offices, from small community
branches to larger high street and town centre branches.
en Tidswell, Senior Independent Director
Joined the Board in July 2021
(Chair of the Historical Remediation Committee and Member of the
Remuneration Committee and Nominations Committee
Ben Tidswell is a lawyer, with over 30 years’ experience in resolving complex
\disputes. Most of his career has been at international law firm Ashurst, where
lhe was a disputes partner for 21 years and Global Chairman for eight years
until his retirement from the firm on 31 July 2021. He is also a part time, fee
paid Panel Chairman of the Competition Appeal Tribunal, the UK's specialist
competition court.
Ben was born and educated in New Zealand.
Brian Gaunt, Non-Executive Director
Joined the Board in January 2022
Member of the Remuneration Committee and Historical Remediation
(Committee
Brian has spent his career in General Management within the Supply Chains of
Retail, Manufacturing, E-Commerce, and Outsourced Companies. Most recently
lhe has been CEO of Home Delivery Network (now branded Yodel) and iForce,
[both privately owned companies providing supply chain support to the e-
commerce sector. Prior to these appointments he sat on the Management
Boards of Christian Salvesen PLC whilst employed as UK Managing Director,
jand on the Board of The Big Food Group PLC whilst employed as Group
Logistics Director. In the role of European Supply Chain Director, he also sat
jon the Operating Boards of ASDA Stores, ASDA Walmart, and Walmart
Germany. During his career Brian has also been employed by Scottish and
Newcastle Breweries PLC, Grand Metropolitan PLC, United Biscuits PLC, Touche
Ross Management Consultants and B &Q.
[Having achieved the sale of iForce to an AIM listed business in 2017 Brian has
subsequently moved his career onto a non-Executive bias. Until 2021 he was
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INon-Executive Chairman of Buy it Direct, the on-line electrical retailer, and is
currently Non-Executive Chairman of Mosaic Fulfilment Solutions Ltd, an LDC
jowned company, and has recently taken up an appointment as NED of the
rivately owned ITD Global.
manda Burton, Non-Executive Director
Joined the Board in April 2023
Chair of the Remuneration Committee
IAmanda began her career as a lawyer, working in both private practice and as
(General Counsel in a number of industries. She was appointed executive
(director of Meyer International PLC in 1997 and became Chair of its Timber
Division a year later. Following the acquisition of Meyer by Saint Gobain, she
joined the global law firm Clifford Chance LLP in and carried out a number of
joperational roles, leading to her appointment as Global Chief Operating Officer
jin 2010.
For the past 25 years Amanda has been a Non-Executive Director of a number
jof public, private and charitable organisations and has chaired several
Remuneration Committees, most recently Countryside Partnerships plc and
HSS Hire Group plc.
indrew Darfoor, Non-Executive Director
Joined the Board in June 2023
Member of the Audit, Risk and Compliance Committee
IAndrew brings over 25 years of general management and leadership
experience within consumer and retail financial services sectors across several
continents. He is the previous Group CEO of Alexander Forbes (listed South
African financial services company), CEO of Sun Life Financial International
(listed Canadian financial services company) and CEO of Old Mutual Bermuda
(subsidiary of Old Mutual plc). He also held senior management roles at UBS.
IAG, Credit Suisse AG and Ernst & Young LLP.
\Andrew chairs the Board of Capita Pensions Solutions Limited, is Chairman of
[Damhurst & Co, Chairman of the Audit, Nominations and Remuneration
Committees and Non-Executive director at Hartford International (subsidiary ofI
Hartford Financial Services Group), Chairman of the Finance & Risk Committee
and Trustee at World Vision UK and is a Board member at Cranfield School of
Management.
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APPENDIX 1B - DIRECTORS’ DUTIES
N ! 7
LCG Academy @ *\ A “omecrons""
GUIDANCE:
DIRECTOR'S DUTIES
1. THE FORM OF THE BOARD
1.1. Under English law incorporated companies operate a unitary board system where all
directors form one board and act collectively rather than distinguishing between a
management and a supervisory board.
1.2. Each director has the same obligations and accountability to the company regardless
of whether he or she is an executive (typically an employee) or a non-executive
(understood to be a director who is not part of the management team and is not an
employee). A non-executive director is expected to provide constructive challenge,
strategic guidance, offer specialist advice (where relevant) and hold executive
management to account. Employees do not have a right to board representation unless a
company’s constitution or other arrangement specifically provides for this.
1.3 There is no legal limit on the number of directors a company may have (although its
articles may set a maximum). A director must be at least 16 years of age, but there is no
prescribed maximum age limit and there are no nationality requirements or mandatory
quotas on, for example, gender. Company law does not impose restrictions on the term of
appointment of directors (again, a company's articles may).
% RESPONSIBILITIES OF THE BOARD
The board is responsible for the management of the company's business. The board may
decide to delegate certain powers to a committee of directors or to individual directors, or
general day-to-day management to a CEO or managing director.
3. DIRECTORS’ DUTIES
3.1. Directors of all UK companies owe statutory duties to the company to (i) act within
the powers conferred by the company's constitution; promote the success of the
company for the benefit of its members as a whole; (iii) exercise independent
judgement; (iv) exercise reasonable care, skill, and diligence; (iv) avoid conflicts of
interest; (v) not accept benefits from third parties; and (vi) declare interests in
(proposed) transactions or arrangements. Directors also owe a duty of confidentiality.
While most are self-explanatory, those duties in bold can be more difficult to grasp and are
explored in further detail below.
3.2. Breaches may give rise to personal liability, as will continuing to trade where a
director knows (or should have known) there is no reasonable prospect that the company
would avoid going into insolvent liquidation - known as wrongful trading.’
* Directors owe their duty to the company (no one else), as a consequence only the company can bring a claim for breach of
duty. In reality, the company is only likely to claim if the company has suffered a material loss as a result of the breach. If the
Board does not bring a claim, shareholders can apply to Court for permission to bring a claim in the company’s name to recover
the company's loss. This would be unusual and there would be a number of barriers to be overcome.
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3.4
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Duty to promote the success of the company
3.3.1 The duty of a director is to promote the success of the company on
whose board they sit. The directors must come to decisions which can be justified
as promoting the success of that company, rather than the interests of any other
company (including within its group).
3.3.2 A director must promote the success of the company for the benefit
of its shareholders "as a whole". This is not a reference to any current
shareholder; it includes the body of shareholders now and in the future. However,
as is explained in “Non-Executive Directors’ Guidance: Financial Difficulties”, that
duty is modified so that directors must have regard to the interests of creditors
as well as shareholders when the company: (a) is bordering on insolvency; (b)
insolvent administration or liquidation is probable; or (c) the company is actually
insolvent. When insolvency is inevitable, directors must have sole regard for
creditors’ interests.
3.3.3 Large companies must include a statement in their annual report,
describing how the directors have fulfilled their duty to promote the success of
the company for the benefit of its members as a whole, and in so doing have had
regard (among other matters) to a number of stakeholder considerations (such
as long-term impact of any decision, the interests of employees and the impact
on the community and environment). Large companies must also include a
statement summarising how the directors have had regard to the need to foster
the company's business relationships with suppliers, customers and others, and
the effect of that regard, including on the principal decisions the company has
taken in the financial year being reported on.
3.3.4 Note also that companies with more than 250 UK employees must
similarly include a statement in their annual report summarising how the directors
have engaged with employees and how they have had regard to, and the effect
of that regard on, employee interests.
Conflicts of interest
3.4.1 A frequent concern for directors is their statutory duty to avoid
conflicts of interest.
3.4.2 A director must avoid a situation in which they have, or can have,
an interest that conflicts, or may conflict, with the interests of the company.
(a) Note that this duty requires that a director must avoid the situation
arising. This is a wide-ranging obligation, including actual conflicts but
also situations which may give rise to a conflict.
(b) A conflict of interest includes a conflict of duties. Thus, a director
must avoid a situation in which a duty owed to one company may conflict
with a duty owed to another.
(c) The duty extends to direct and indirect interests of the director, so
the interests of the director’s “connected persons” (which includes
parents, spouse, civil partner and children) are relevant in determining
whether a director has or may have a conflict.
(d) A company's articles may allow other directors to authorise or
consent to the situation - imposing such terms as they wish - and so
allow the director with the conflicting interests to remain in post.
3.4.3 Separately, if a director is interested in any way in a proposed
transaction or arrangement with the company, they must declare the nature and
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extent of the interest to the other directors before the company enters into the
transaction or arrangement.”
(a) The obligation here is simply to declare the interest to the other
directors and the company's articles should then provide whether the
director can vote or be part of the quorum at a board meeting deciding
whether to enter into the contract (or other arrangement) or not.
(b) There is no obligation to declare an interest if it cannot reasonably
be regarded as likely to give rise to a conflict. However, something may
appear immaterial at one point but later assume significance. If in
doubt, declare.
(c) If a declaration is or becomes inaccurate or incomplete, there is an
obligation on the director to update it.
4. PROTECTION
4.1. Making sure decisions are made in good faith and with regard to statutory duties is
the most effective measure - provided directors do so, a court will not use hindsight to
second guess their commercial decisions. Written records of decisions taken and the
reasons for them (minutes) should be made and retained.
4.2 IAcompany may indemnify a director in respect of certain costs and expenses relating
to proceedings brought by third parties, although generally not in relation to fines or
penalties imposed in criminal or regulatory proceedings or liabilities from proceedings
where the director is unsuccessful. A company may maintain directors' and officers’ liability
insurance cover, but there will be similar exclusions.
Disclaimer
The content in this Guide is for informational purposes only and not for the purpose of providing
legal advice. You should contact Sarah Gray, the Group Legal Director,
_) or the LCG Academy mailbox
SS obtain advice with respect to any of the matters raised in this Guide.
DOCUMENT CONTROL RECORD
REVISION HISTORY
Date Version Updated by Change Details
25/01/2022 1.0
Team
31/03/2023 2.0 Corporate Legal Update to reflect recent Case Law
2 The interest should be declared to the other directors at a board meeting, or by a written notice which specifies the interest (and
its nature and extent), or by a general written notice which says that the director has an interest in a named company and is to
be regarded as having an interest in any transaction or arrangement with that company in the future.
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APPENDIX 1C - STANDARDS OF CONDUCT IN PUBLIC LIFE
AER”
Cabinet Office
Code of Conduct for
Board Members of Public
Bodies
16
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FoREWoRD
The Government expects all holders of public office to work to the highest personal and
professional standards. In support of this, all non-executive board members of UK public
bodies must abide by the principles set out in this Code of Conduct. The Code sets out,
clearly and openly, the standards expected from those who serve on the boards of UK
public bodies and should form part of individual members’ terms and conditions of
appointment. It also makes clear that harassing, bullying or other inappropriate or
discriminatory behaviour is not consistent with what is expected of a board member of UK
public bodies and will not be tolerated. Any breach of the Code should be viewed as a
breach of the terms of appointment.
The principles set out in this code apply to all non-executive members on the
boards of government departments, non-ministerial departments, executive
agencies, non-departmental public bodies (NDPBs) and national public
corporations.
The Code complements a public body’s governing documents (legislation,
memorandum and articles of association, royal charter) and any administrative
documents (framework agreements, memoranda of understanding) which may
set out the responsibilities and obligations of its board members. The Code’s
provisions must be observed alongside the provisions set out in these documents.
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This Code replaces the Code of Conduct for Board Members of Public Bodies issued by the
Cabinet Office in 2011. This Code can be found online at https://www.gov.uk/public-
bodies-reform
In the first instance any propriety and ethics issues should be raised with the senior
responsible official within your sponsoring department, or the Permanent Secretary
as necessary. If additional advice is required, any questions should be directed to
the Cabinet Office on
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INTRODUCTION
As a public office holder, your behaviour and actions must be governed by the
principles set out in this Code of Conduct. It is your responsibility to ensure that
you are familiar with, and comply with, all the relevant provisions of the Code.
a1 The key principles upon which this Code of Conduct is based
are the Seven Principles of Public Life.1 These are:
Selflessness
Holders of public office should act solely in terms of the public interest.
Integrity
Holders of public office must avoid placing themselves under any
obligation to people or organisations that might try inappropriately to
influence them in their work. They should not act or take decisions in
order to gain financial or other material benefits for themselves, their
family, or their friends. They must declare and resolve any interests and
relationships.
Objectivity
Holders of public office must act and take decisions impartially, fairly and
on merit, using the best evidence and without discrimination or bias.
Accountability
Holders of public office are accountable to the public for their decisions and
actions and must submit themselves to the scrutiny necessary to ensure
this.
Openness
Holders of public office should act and take decisions in an open and
transparent manner. Information should not be withheld from the public
unless there are clear and lawful reasons for so doing.
Honesty
Holders of public office should be truthful.
Leadership
Holders of public office should exhibit these principles in their own
behaviour. They should actively promote and robustly support the principles
and be willing to challenge poor behaviour wherever it occurs.
2.2 These principles should inform your actions and decisions as a board member.
1 https://www.gov.uk/government/publications/the-7-principles-of-public-life
GENERAL CONDUCT
Use of Public Funds?
° For more guidance on how to handle public funds, please refer to Managing Public Money https:/iwww. gov.uk/
‘government/publications/managing-public-money
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3.1 You have a duty to ensure the safeguarding of public funds* and the
proper custody of assets which have been publicly funded.
3.2 You must carry out these obligations responsibly — that is, take
appropriate measures to ensure that the body uses resources efficiently,
economically and effectively, avoiding waste and extravagance. It will
always be an improper use of public funds for public bodies to employ
consultants or other companies to lobby Parliament, Government or political
parties.
Allowances
3.8 You must comply with the rules set by the board and the public
body regarding remuneration, allowances and expenses. It is your
responsibility to ensure compliance with all relevant HM Revenue and
Customs’ requirements concerning payments, including expenses.
Gifts and Hospitality
3.4 You must not accept any gifts or hospitality which might, or
might reasonably appear to, compromise your personal judgement or
integrity or place you under an improper obligation.
3.5 You must never canvass or seek gifts or hospitality.
3.6 You must comply with the rules set by the body on the acceptance
of gifts and hospitality. You should inform the Chief Executive (or
equivalent) of any offer of gifts or hospitality and ensure that, where a
gift or hospitality is accepted, this is recorded in a public register in line
with the rules set by the body.
3.7 You are responsible for your decisions on the acceptance of gifts or
hospitality and for ensuring that any gifts or hospitality accepted can stand
up to public scrutiny and do not bring your public office and the public body
into disrepute.
Use of Official Resources
3.8 You must not misuse official resources® for personal gain or for political purposes.
Deployment of such resources must be in line with the body’s rules on their usage.
Use of Official Information
3.9 You must not misuse information gained in the course of your
public service for personal gain or for political purpose.®
3.10 You must not disclose any information which is confidential in
nature or which is provided in confidence without authority. This duty
continues to apply after you have left the board.
“This should be taken to include all forms of receipts from fees, charges and other sources
This includes facilities, equipment, stationery, telephony and other services.
® Board members who misuse information gained by virtue of their position may be liable for breach of
confidence under common law or may commit a criminal offence under insider dealing legislation
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Political Activity
3.11 In your public role, you should be, and be seen to be, politically impartial. You
should not occupy a paid party political post or hold a particularly sensitive or high-
profile role in a political party. You should abstain from all controversial political
activity and comply with the principles set out in Cabinet Office rules on attendance
at party conferences’ and on conduct during the period prior to elections and
referendums, whether local or national.®
3.12 On matters directly related to the work of the body, you should not make
political statements or engage in any other political activity.
3.13 You should inform the Chair, Chief Executive and/or the parent/sponsor
department before undertaking any significant political activity. Subject to the above,
you may engage in political activity but should, at all times, remain conscious of your
responsibilities as a board member and exercise proper discretion.
3.14 If you are an MP, [MEP8], member of the House of Lords, member of a devolved
legislature, directly elected mayor, local councillor or police and crime commissioner,
you are exempt from these requirements. There is no bar on such representatives
taking a political party whip relating to their political role. You must exercise proper
discretion on matters directly related to the work of the body and recognise that
certain political activities may be incompatible with your role as a board member. You
should not allow yourself to become embroiled in matters of political controversy.
3.15 In your official capacity, you should be even-handed in all dealings with political
parties.
Employment and Appointments
3.16 If you wish to take up additional employment or appointments during your term
of office, you must inform the Chair and/or the relevant parent department in
advance, and allow them the opportunity to comment. Care should be taken if you
accept additional public appointments to ensure that you are not being paid twice
from the public purse for the same time.
3.17 On leaving office, you must comply with the rules of the body on the acceptance
of future employment or appointments. Each body should have its own rules on this.
4.1 When accepting an appointment to the public body you should consider if any
conflicts of interest arise from your private interests or by virtue of any other roles
you hold. You should consider, with advice from the appointing department how
these should best be managed, and agree these with the organisation.
4.2 You must ensure that no conflict arises, or could reasonably be perceived to
arise, between your public duties and your private interests, financial or otherwise.
4.3 You must comply with the rules of the body on handling conflicts of interests.
As a minimum, these will require you to declare publicly, usually in the body’s
register of interests, any private financial or non-financial interests of your own, or of
close family members, which may, or may be perceived to, conflict with your public
duties.° The rules will also require you to remove yourself from the discussion or
7 www gov.uk/government/publications/civil-servants-and-party-conferences-guidance
® www.gov.uk/government/publications/election-guidance-for-civil-servants 8
For the period which the UK remains a member of the European
Union.
* In general, all financial interests should be declared. When considering what non-financial interests should be
declared, you should ask yourself whether a member of the public, acting reasonably, would consider that the
interest in question might influence your words, actions or decisions.
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determination of matters in which you have a financial interest. In matters in which
you have a non-financial interest, you should not participate in the discussion or
determination of a matter where the interest might suggest a danger of bias. 1°
4.4 It is your responsibility to ensure that you are familiar with the body’s rules
on handling conflicts of interests, that you comply with these rules and that your
entry in the body’s public register of members’ interests is accurate and up-to-date.
5.1 You should play a full and active role in the work of the body. You should
fulfil your duties and responsibilities responsibly and, at all times, act in good faith
and in the best interests of the body.
62 You should promote an inclusive and diverse culture in the body and your
actions should help create an environment where different perspectives and
backgrounds are encouraged and valued.
5.3 You should deal with the public and their affairs fairly, efficiently, promptly,
effectively and sensitively, to the best of your ability. You must not act in a way that
unjustifiably favours or discriminates against particular individuals or interests.
5.4 You must not harass, bully or act inappropriately towards or discriminate
towards others. Such behaviour is not consistent with what is expected of you as a
board member and will not be tolerated.
5.5 You must comply with any statutory or administrative requirements relating
to your post. 1!
5.6 You should respect the principle of collective decision-making and corporate
responsibility. This means that, once the board has made a decision, you should
support that decision. 1?
5.7 You must not use, or attempt to use, the opportunity of public service to
promote your personal interests or those of any connected person, firm, business or
other organisation.
5.8 You must inform the sponsor department of the body of any bankruptcy,
current police investigation, unspent criminal conviction or disqualification as a
company director in advance of appointment, or should any such instances occur
during your appointment.
5.9 You must also inform the sponsor department of the body of any change in
your circumstances which results in you becoming bankrupt, subject to a police
investigation, convicted of a criminal offence or disqualified from being a company
director.
5.10 You have additional responsibilities as the chair of the body in leading the
board/body and in ensuring that the principles covered in the Codes of Conduct for
Board Members and Staff (where applicable) are upheld.
*© These are common law provisions.
+" In the case of a body incorporated under the Companies Act https:/www. legislation. gov. uk/ukpga/2006/46/contents
or the Companies (Northern Ireland) Order http://www.legislation. gov.uk/nisi/1986/1032, you will also be subject to
the duties of directors under company law. In the case of a body that has charitable status, you will also be subject
to the duties of trustees under charities law,
® This does not apply to departmental non-executive board members, whose role is to advise and challenge the board
and department.
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6.1 You will treat any staff employed by the body with courtesy and respect. It is
expected that employees will show you the same consideration in return.
6.2 You will not ask or encourage employees to act in any way which would
conflict with their own Code of Conduct.
7A Social media is a public forum and the same considerations, including the
provisions of this Code, apply as would to speaking in public or writing something for
publication, either officially or in a personal capacity. When engaging with social
media you should at all times respect confidentiality, financial, legal and personal
information.
7.2 Where any personal social media accounts used by you make reference or
link to your public role, you should take care to ensure that it is clear in what capacity
you are acting.
8.1 You should ensure that the body has an open, transparent and safe working
environment where employees feel able to speak up and raise concerns, and
complaints procedures are clearly communicated to them.
8.2 If you have a concern about a possible breach of this Code, a concern that
you or any staff of the body are being asked to act in contravention of their own
code of conduct, or a concern about misconduct or wrongdoing in any other areas,
then you have a responsibility to raise that internally with the chair of the body or
the Permanent Secretary of the sponsor department as appropriate.
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APPENDIX 1D ~- POL BOARD MEETING DATES 2024/25
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NED Only Pot Board I POLStrategy I POLStrategy I POL Board
Sessions Away Day 1 Away Day 2 Dinner
29th 30 29th
January
17.30-18.00 I 09.00-17.30 18.00 — 20.30
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February
09.00 — 12.30
25th
March
12.15 - 17.30
April
May
4h ae
June
17.00-17.30 I 11.15-17.00
gh gt 40% gt
July
09.00-14.00 I 14.30-18.00 I 08.30-17.30 I 18.30-21.00
August
238 2a"
September
17.00- 17.30 I 11.15-17.30
29th
October
09.00 - 17.00
26M
November
11.15 - 17.30
December
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APPENDIX 2 -
Recruitment Process and Timeline
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‘Launch initial comms to postmasters- the responsiilities and requirements ofthe role, details the application process self, how to apply, an
proposed timescales. Update the NFSP on timings and proces
is are formaly invited to apply to become a NED waa short application form and personal statement of 30~ 750 words initly Applications
wll be tough our website and managed va SuccessFactors
“Replat wilhave to meet certain CTgilihy tera to progres to We nent stage ofthe process. A minimum ofa least 3 continvOUs Vea aa
‘serving postmaster willbe require, as well as good performance against a series of operational eriteria including monthly accounting and cash
declarations. Post Office will check inital eligilit in line with this ertria and any applicants who dort meet this criteria willbe advised
accordingly
seeuary
“an external recruitment agency wllereate a shortist of up to 1 candidates through crore referencing applications agawal the competencies and
‘srequited, reviewing operational metrics provided to them by PO and a writen statement of suitability provided bythe Regional Manager.
“They wllaso conduct due digence checks on e2ch applicant
February
“An independent Panel cuding POL/ DBT) wileonduct a competency-based interview withthe candidates and review the outcomes of Bask
numeracy and language psychometric testing. They will produce a shortistof up to 6 candidates.
‘The 6 candidates chosen bythe independent Panel will then be put forward fr election by the postmaster community Election window would be
‘pen for 3 weeks and would be managed by an external provider.
s
"The candidate withthe most votes willbe put forward to the Secetary of tate or approval The Candidate with he 2 highest wate willbe subject,
10-aditional due dlgencein early 2025, followed by submission tothe Secretary of Start for approval
s
The appointed NEDIs) wil undergo intensive Walning and wilapend time with incumbent NEDs and Chairman. They willbe assigned buddy t0I
assist ther inthe early months of tenure
l sm ay
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