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POL00448726
POST OFFICE LIMITED
BOARD REPORT
Title:
Board Review Action update
Meeting Date:
28% September 2021
Author:
Veronica Branton, Company.
Secretary
Sponsor:
Tim Parker, Chairman
Input Sought
The Board is asked to NOTE the action update following the recommendations from the
review produced by Independent Audit Limited for 2020/21 and the discussion of these at the
Board meeting on 27* July 2021:
A Board governance map for the year ahead is appended. This sets out the items it is
suggested the Board should cover over the course of a year (standing and cyclical) and
additional items scheduled
Board Directors are asked provide their feedback on papers at the end of the meeting
The Board has reverted to the pre-Covid pattern of holding Board dinners before most
scheduled Board meetings
NED only meetings have been scheduled
Organisation culture is included as part of the People Strategy item scheduled for October
2021
The Company Secretariat Team circulate the Boardroom briefing and information about
director briefings run by PwC, Pinsent Masons and BEIS each month. At the same time
we will ask NEDs if they would like us to arrange any branch visits (in conjunction with
the Network Team) and/ or would like to attend employee engagement events taking
place over the next month or two
A report back from the Committees has been built back into the Board agenda
The appraisal process instigated for each Non-Executive Director to meet the Chairman
annually will continue.
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Appendix 1
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Recommendations from the Independent Audit Board Review 2020/21
Section/ recommendation
Adopt: Y/N
Proposed approach:
Progress:
Focus and balance
Strike the right balance in agendas, discussion and
pre-papers between dealing with historical issues,
business as usual and the future. (16-17 of report)
Y
The Board will be establishing a
Board Committee to deal with
Historical Remediation matters.
Some decisions, especially those
setting a precedent or establishing
a principle, will still come to the
Board, and the Statutory Inquiry
also means that some Board
attention will inevitably remain on
historical matters.
Mapping out and discussing the
forward agenda at Board meetings
may help get the balance right.
The on-going challenge will be the
new issues that crop up and
overfull agendas.
For the Board Strategy sessions
this year, briefing sessions with
pre-reading materials have been
run but it has been for the NEDs to
decide whether and which to
attend; hopefully this provided the
context for the Board discussions
without making onerous demands
on time.
Create a forward agenda that extends to a full year
supplemented by a “strategic governance map”. (22-
23 of report)
Y
Develop a more detailed Board
forward agenda for the September
Board meeting and allocate time to
discuss this.
Continue to improve the papers, tying in appropriate
KPIs and strategic goals, and removing unnecessary
information. (20-25 of report)
A template, guidance and briefing
sessions for preparing papers for
boards and committees are all in
place (though not always adhered
to in terms of paper length and
adhering to the template).
It may be helpful to get views at
the end of the next few Board
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Recommendations from the Independent Audit Board Review 2020/21
Section/ recommendation Adopt: Y/N I Proposed approach: Progress:
meetings on the papers considered
at that meeting and where: 1)
there was information not included
that would have helped you reach
a decision; and, 2) where there
was extraneous material or
material that would have been
better placed in the Reading
Room. This feedback could be tied
to the discussion on the forward
agenda.
Composition, succession and dynamics
4. Prepare carefully for the induction of postmaster I y It has been an intensive induction
NEDs to ensure they are integrated as directors on a programme for Elliot and Saf and
par with existing NEDs. (28-31 of report) their feedback of what worked and
did not work will be helpful for
planned inductions in the future
(and indeed, what might be helpful
for the non-statutory Postmaster
Director when they join POL).
5. Stay on the front foot on succession, planning further I y Annual discussion to be scheduled I On Nominations Committee
ahead (35 of report) for the Nominations Committee as I forward plan for September 2021.
well as any further discussions
required for specific appointment.
6. Resume board dinners and informal catch ups to I y Revert to Board dinners the night I A Board dinner will be held on 27%
cement relationships (39 of report) before scheduled Board meeting. I July 2021 and the normal pattern
should resume as long as no
further lockdowns or restrictions
are in force.
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Recommendations from the Independent Audit Board Review 2020/21
Section/ recommendation
Adopt: Y/N
Proposed approach:
Progress:
Maintaining an effective management team
7. Increase focus on development of senior team, These sessions could be To be scheduled for September
including regular discussions with the CEO. (43-46 of scheduled regularly around 2021.
report) scheduled Board meetings
(perhaps 3 - 4 times a year) and
could held before or after the NED
only sessions I
8. Hold regular private sessions of the NEDs without the Ashort NED session is proposed in I NED only session scheduled for
executives (47-48 of report) advance of most scheduled Board I 26" JUlY 2021.
meetings (potentially in advance
of a Board dinner, when taking
place).
9. Make more use of external advisers at the I y Paul Townsend of Willis Towers I This approach was followed at the
Remuneration Committee. (51 of report) Watson will attend the whole of the I Remuneration Committee meeting
Remuneration Committee meeting I held on 1% July 2021.
and a session with the Committee
and the adviser will be scheduled
at the end of each meeting.
Cultural transformation
10. I Make time to specifically discuss culture, ensuring the I y Include on Board agendas People Strategy slots are included
right indicators and monitoring are in place, including periodically (perhaps bi-annually) I on the Board agenda for 27" July
surveys and speak-up reporting. (52-54 of report) and include updates in the CEO 2021 and for the September
report and at the Remuneration agenda which touches on issues
Committee via the Group Chief such as ways of working.
People Officer’s Report.
11. Plan out how NED will “sniff” the culture themselves I y CoSec to develop a programme Include with the Board forward
and organise events to meet more middle managers,
postmasters and junior staff. (55-57 of report)
for the Board’s consideration to
include periodic branch visits and
attendance at employee events.
agenda at the September Board
meeting.
Risk, controls and grounded trust
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Recommendations from the Independent Audit Board Review 2020/21
Section/ recommendation
Adopt: Y/N
Proposed approach:
Progress:
12.
ARC should encourage the CRO to provide an
overview of current and emerging risks and share his
subjective concerns. (62 of report)
The ARC has agreed that in
addition to the Risk Dashboard
that is already supplemented by a
summary paper, the Head of Risk
will ensure that an overview of
current and emerging risks as
well as his opinion on areas of
concern etc. is included in this
summary.
Risk owners will be invited to ARC
Committee meetings where a risk
is outside of appetite or rated red
(with exact criteria to be decided
by the Head of Risk) or attendance
has been requested by the
Committee.
Implemented and on-going.
13.
The Board, ARC and the Executive should work
together to develop a strategic approach to risk
management, with clear goals and outcomes. (63-67
of report)
The ARC has agreed that the
Risk Report should be developed
to focus on how management are
responding to the critical risks,
both current and emerging, ina
shorter more narrative paper.
This should avoid too much focus
on “method, categorisation and
definition” and focus on how risk
appetites can be used to
strengthen management and
operational decision-making.
An update is proposed for
September 2021 with the new
approach targeted for March
2022.
14.
Consider developing a risk controls assurance map
and ensure that data, IT and cyber risks are getting
sufficient focus. (71, 73 of report)
The ARC has agreed that
a risk controls assurance map
should be developed by Risk,
Compliance & Audit together with
The new approach is targeted for
March 2022.
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Recommendations from the Independent Audit Board Review 2020/21
Section/ recommendation Adopt: Y/N I Proposed approach: Progress:
an annual Compliance Assurance
Report.
Quick wins
15. Plan regular breaks. (75 of report) ? There is a balance between not
wanting to use up too much of.
Board directors’ time and
providing breaks during and
between meetings.
Overstretched agendas tend to
squeeze out breaks but longer
breaks can be included if that is
the preference.
16. I Schedule the ARC and the Board meetings on I ? As above.
different days. (76 of report)
17. I Dedicate a clear section to committee reporting and I y This has fallen away on occasion I Committee update included for
leverage the expertise of particular NEDs on key when the Board agenda has been I 27" July 2021.
topics. (78 of report) overstretched and when most of
the Board have attended the ARC I Any further ideas for leveraging
and the Chair of the ARC has I NED expertise would be
briefed those who are notI welcomed but NEDs do seem
members separately. active in their engagement with
the parts of the business where
they bring particular knowledge
and expertise (e.g. Lisa with the
IT and SPM teams; Ken with the
Mails Team).
19. I The Chairman to provide regular individual feedback I y A formal annual appraisal process I Appraisal discussions took place
to the NEDs. (81 of report)
has been instigated.
with each of the NEDs in post
during 2020/21 in June 2021.
Additional question/ proposal
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Recommendations from the Independent Audit Board Review 2020/21
Section/ recommendation Adopt: Y/N I Proposed approach: Progress:
20. The Board is asked to consider the concept of a IN/A
“hybrid” calendar where the main scheduled Board
meetings are held in person but where shorter, and
less strategic meetings are held remotely. I
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