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SID Role
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POST OFFICE LIMITED
BOARD REPORT
POL00448714
POL00448714
Title: Senior Independent Director role Meeting Date: I 26 September 2023
Rachel Scarrabelotti, Company
Authoes Secretary
Sponsor: Chairman of the Board
Input Sought: Noting and discussion
The Board is requested to NOTE the paper and DISCUSS options in relation to the
appointment of a Senior Independent Director.
Report
The 2018 UK Corporate Governance Code, to which the Company has regard, provides in
Provision 12 that ‘the board should appoint one of the independent non-executive directors to
be the SID to provide a sounding board for the chair and serve as an intermediary for the other
directors and shareholders...
Ben Tidswell was appointed as Senior Independent Director on 14 March 2023 following the
stepping down from the Board of Zarin Patel. Ben Tidswell’s first term expiry is set for 26 July
2024 and Ben has indicated that given his other commitments he will be unable to stand for
re-appointment to serve a further term on the Post Office Limited Board. Ben’s stepping down
from the Board at this time will leave the role of Senior Independent Director vacant, as well
as require a new Chair of the Remediation Committee, and new Members of the Remuneration
and Nominations Committees to be appointed.
In order to progress an application to the Shareholder seeking consent to initiate a recruitment
process, which will include a Job Description for the incoming Non-Executive Director, the Board
is asked to consider whether one of the currently appointed independent Non-Executive
Directors would have capacity and be suitably qualified to take on the role of Senior
Independent Director, or whether this role should form part of the capabilities sought in the
Job Description for the incoming Non-Executive Director.
The Board is also asked to reflect on the capabilities in general for the incoming Non-Executive
Director.
The EA to the Chairman will arrange a short meeting with each Board member (which will also
be attended by the Company Secretary) to take Board member's views on the process generally
and in particular whom from within the current Board they would like to see appointed as Senior
Independent Director. An appropriate Job Description will then be prepared and provided to
the Nominations Committee for consideration, along with a proposal to apply to the Shareholder
for consent to commence a recruitment campaign for the incoming Non-Executive Director.
Strictly Confidential
188 of 200 POL Board Meeting-26/09/23
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