POL00448717 - POL - Extract from Board Meeting Minutes
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POST OFFICE LIMITED BOARD MEETING
Strictly Confidential
supplying a Shareholder NED for the boards of arms-length bodies. The
Shareholder NED had of course the same statutory director’s duties as other
directors including the primary duty to promote the success of the company; they
did not have a position of power where they were different to other directors on
the board;
* NR was appointed as the Accountable Officer, and this carried with it a number of
responsibilities;
@ UKGI were not the customer, funder, nor policy maker. They were fundamentally
in place to represent the Shareholder.
NR noted the collision between politics and the commerciality of the business. For the
Shareholder the priority was the administration of the compensation schemes and the
conclusion of the Inquiry. This was in stark contrast to issues that the Postmaster NEDs
were concerned about. The shadow that the Inquiry had cast on the business was
significant. Aspects of the business had unravelled around Christmas 2022, and it was not
clear how this would be repaired. The next few weeks would be challenging until the
house rose, with the Shareholder Inquiry metric review to be delivered, a further Inquiry
disclosure hearing, and the Interim Inquiry Report on compensation from Sir Wyn. We
needed to get off Horizon; the costs for doing this had been underestimated however the
Inquiry had provided illumination as to what was required, and this had in turn pushed
costs up.
DB and CD left the meeting at 10:22.
Minutes and Matters Arising
TABLED and NOTED were draft Minutes from the Board Meeting of 6 June 2023. Subject
to the incorporation of the comments of BT the Board RESOLVED that the Minutes of the
Meeting held on 6 June 2023 be APPROVED as a correct record of the Meeting and be
signed by the Chair.
The Board NOTED the action log and status of the actions shown. RS advised that
following the Board meeting of 5 July 2023 that AB had nominated for the position of
Speak-Up Champion. The Board RESOLVED that AB be appointed as Speak-Up Champion
effective immediately.
Committee Reports (verbal)
Remediation Committee
BT advised as follows:
* Progress of the not in the public interest cases may be delayed until August. One
of the cases that had been heard in the Court of Appeal involved a deceased, Mrs
O'Donnell. This case had been contested by the Company on the basis that it was
not a case that involved evidence from Horizon. It is not inconceivable that the
Company could lose this case in the Court of Appeal and the Board needed to be
aware of this;
* Aspects of the HSS would need to be re-visited including the tax treatment of
payments and whether all Postmasters who applied to the scheme were given
sufficient information about potential consequential loss claims. The Remediation
Committee had requested a list of these types of issues from the Remediation Unit
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POST OFFICE LIMITED BOARD MEETING
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and for the Remediation Unit to consider how these issues might be approached.
An Appeals Committee in relation to the HSS perhaps may be set up;
OHC was not progressing swiftly. Potential claimants were not bringing their
claims as they wished to see the finalised OHC pecuniary principles first. These
were close to being agreed; the Board would need to consider these and likely
before the next scheduled Board meeting in September;
There had been administrative errors in the Remediation Unit. Whilst none of
these were significant, a programme of assurance over activities was being
conducted.
Audit, Risk and Compliance Committee
SJ distributed a paper, ‘ARC Notes 10 July 2023’ and advised as follows:
RMU risks has been considered with two key operational risks highlighted;
At an enterprise level a number of risks were sitting outside appetite however the
position appeared stable;
The number of overdue audit actions had increased although there was generally
good progress on actions;
The FY22/23 external audit continued, and it was hoped to be concluded this
calendar year although potential impairment of the Company’s assets and
resolution of the Shareholder funding request remained outstanding with the
issues interrelating;
Anumber of policies were approved however certain Postmaster policies required
further revision and were deferred until September.
Remuneration Committee
AB advised as follows:
The recent Remuneration Committee meeting had focused on finalising the
schemes that were outstanding, so that these could be combined with application
made to the Shareholder seeking approval for the Executive Directors to
participate in the schemes;
ACTION The metrics for the LTIP 23-26 remained to be finalised. AB requested Board
that over the course of the Board Strategy Days that the Board consider activities Members
that could be incentivised for the 23-26 period.
Nominations Committee
ACTION The Chairman advised that J Davies had left the Company and requested NR to NR
continue with the search for an interim CPO.
CEO Report
TABLED and NOTED was the CEO report.
NR advised as follows:
In relation to the appointment of the CTO, NR was due to meet with ZM, and C
Brocklesby was due to commence circa 17 August. ACTION NR would advise the
Board of the final arrangements once confirmed;
Scopes for the KPMG and Accenture NBIT reviews were expected this week with NR
the exercise anticipated to take between 8 — 12 weeks. In the meantime, R2
would continue to progress. AD queried whether C Brocklesby was likely to
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