POL00448771
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©) Grant Thornton
Post Office Limited
Governance review — Draft
4 March 2024
e GrantThornton
For the attention of the Board of Directors
Post Office Limited
100 Wood Street
LONDON EC2V 7ER
4 March 2024
Dear Board members,
In accordance with the Statement of Work dated 12 October 2023, we present our draft report
(the Report) on the effectiveness of the governance practices at Post Office Limited (POL, the
Company, or you).
The scope of our assignment includes; a review of governance design, procedures and practices
at POL, to identify any gaps and provide considerations as to how they may be bridged in the
context of the wider change programmes unified internally under Project Ethos. The purpose is
also to confirm that practices are in alignment with the role as set out by the Secretary of State
for Business and Trade (the Shareholder or DBT), and its duties, and general comparable good
governance practice in the market.
This overall review does not seek to investigate and comment on any perceived or actual past
failings. It is concerned with establishing whether the current governance approach meets the
appropriate standards and is fit for the future based on the Company's unique position
including; its ownership structure, the requirements to resolve the past, fulfilment of social
purpose, and its strategy, to ensure the interests of its stakeholders are properly served.
Appropriate standards considered for the purposes of this review are, the UK Corporate
Governance Code 2018 (the Code) mapped against the Central Government Code 2011 (the
Government Code), the governing Shareholder documents namely; the Articles of Association
e GrantThornton
POL00448771
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‘Commercial in Confidence
Grant Thornton UK LLP
30 Finsbury Square
EC2P 2YU
dated December 2022, the Shareholder Framework Document dated March 2020, and the
Funding Agreement dated April 2022, (collectively “the foundational governance documents”), in
addition to good practice as observed from other relevant organisations of similar size and
complexity.
This Report is confidential and has been prepared exclusively for you. To the fullest extent
permitted by law, we do not accept or assume responsibilityto anyone other than POL for our
work, our report and other communications, or for any opinions we have formed. We do not
accept any responsibility for any loss or damages arising out of the use of the report by the
addressee for any purpose other than in connection with the scopeset out in the Statement of
Work.
We would like to thank you and the various employees and Non-Executive Directors (NEDs)
involved in this initial piece of work for their commitment in giving their time to provide honest and
insightful feedback, which has supported the review process.
If there are any matters upon which you require further clarification, please contact
Jonathan Houston or myself.
Sarah Bell
Partner
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Contents
00 Scope and methodology 04 10 Appendices 68
01 Context and background 07 Appendix 1 - BoardClic Board and Leadership 69
02 Executive summary 12 Surveys — key areas for attention
03 Recommendations 17 Appendix 2 - BoardClic Board 72
and Leadership Surveys
04 Alternative governance model 25) AgeandisO—Supanizeny Aeiie 87
05 Leadership and purpose 2) Appendix 4 — Subsidiaries m1
06 Division of responsibilities 4 erence iceipestcracricayrcclc 93
07 Composition, Succession and evaluation 4s Mecenccentetorintenievetconctcted 118
83) Risks, Geli: cruel inkarinsl ersiattel as Appendix 7 —List of documents reviewed 120
OD Remmurnstretitern ee Appendix 8 — Glossary 128
© GrantThornton
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0O Scope and methodology
© GrantThornton
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0 Scope and methodology
Scope
The scope of this review is to formulate an understanding of the Company's governance processes and
structures across various tiers of management, including the Board to Group Executive (GE), Sub
Committee level (Sub Co), the Business Unit level, and other individuals or groups who have had decision
making processes concerning the governance of the organisation delegated to them, as identified by
POL, and the interaction between these entities
We are also to consider these processes and structures against the benchmarks of the relevant industry
standards that are comparable to typical business operations equivalent to the size of POL, and the best
practices of organisations with comparable structures where we consider there is no industry equivalent,
due to POL's constitution
Throughout the review, we have been asked to maintain a particular focus on how decisions,
Management Information (Ml) and policies flow both up and down the management structure, with a
view of establishing whether they support effective decision-making in line with the strategy and
governance standards, and how the practical application of governance structures affect actions,
feedback loops and decision-making outcomes
In preparing this report we have drawn our conclusions from:
a series of 10 interviews with Board members (excluding the CFO who was not available), and a
further 20 interviews with senior executives
= an online survey platform to further assess the practical application of governance practices within
the Company, at both Board and Senior Management levels
attendance at the Rem Co meeting in November 2023
a limited document review. A full list of interviews and documentation from which our views have been
formed is included at Appendices 6 and 7
Given the scope and reporting timeframe, we have had to rely on discussions at face value, albeit where
possible we have referenced documentation to frame our views. Our recommendations should be viewed
in this context. Our fieldwork for this assignment concluded on 31 January 2024.
e GrantThornton
0 Scope and methodology
Methodology
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We have used the themes of the UK Corporate Governance Code (the UK Code) and Central Government Code as
yardsticks in assessing and reporting on the effectiveness of the governance structures
e GrantThornton
We have used the themes of the UK Code to frame our
assessment on the effectiveness of the current governance
framework within POL
We believe the Code provides a good proxy for measuring effective
decision-making environments as it is widely seen as a distillation
of best practices evolved from the Uk’s largest, most complex
companies that are working to retain and create value on behalf of
stakeholders. We have also had regard to the Central Government
Code
The UK Code is also clear in outlining that good governance is not
just top down. Specifically, companies and their boards do not just
have obligations and duties to stakeholders, but shareholders also
have mutual duties to not only communicate around objectives but
also to oversee boardroom practices
Where we consider there is no industry equivalent, we suggest
alternative ways in which the Company's current corporate
governance framework could be enhanced and/or revised to better
align with the Company's purpose and strategic objectives with
practices in organisations of a similar size, and who operate in
similar markets and sectors
The Code is made up of several Provisions spanning five main
principles of corporate governance amely: Leadership and
Company Purpose; Division of Responsibilities; Composition,
Succession and Evaluation; Audit, Risk and Internal Control, and
Remuneration
In order to test the robustness of our methodology and approach
to measuring strong (and weak) governance, we released a White
Paper in 2019, (Corporate Governance and Company
Performance I Grant Thornton UK LLP), which examined 10 years”
of data (2007-2017) to assess whether a link could be
demonstrated between good governance, as measured in the
Grant Thornton corporate governance database, (based on the UK
Code), and subsequent financial performance (taken across a
basket of measures from both the balance sheet and profit and
loss statements). As part of this work, we also sought to test
whether the UK Code is a good proxy of measurement in terms of a
blueprint for developing a sound governance structure
Output from our research across the FTSE 350 a link between
strong governance and the subsequent creation and retention of
value. Our methodology was validated with several internal and
external stakeholders, including a peer review by Professor Mike
Saks, Emeritus Professor at the University of Suffolk. The
information recorded the Grant Thornton governance database
has informed our benchmarking results of POL’s governance
disclosures, the scoring of which has helped inform the best
practice tool kits we have provided in Appendix 5
Our findings, recommendations, views and conclusions are based
upon our professional experience and judgement. This review does
not constitute an audit and we have not tested or otherwise sought
to verify information provided, other than by discussions with
senior management, reference to relevant documentation, and the
two online surveys
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01 Context and background
©) GrantThornton
1 Context and background
Context and
background
EY
POL is wholly owned by the Secretary
of Stat siness and Trade (th
, or DBT) rship
vhich are preserved in the
of Association.
The relationship between the
hareholder, its representative,
Government Investments Ltd (UKGI),
the Company, and the Shareholder’s
ctations of the C
Relationship Framework
(dated March 2020), the Funding
greement, and are further
ted by an annual letter from
the Shareholder setting out the
overnment’s bro
forms what we referto as the
vernance documents.
POL is a commercial retail organisation with
@ social purpose. Through a variety of directly
managed branches, Postmaster franchises and
partnerships it provides to the public, via its
online platform and nationwide network of
c.11,500 branches, a number of products
including mails, identity verification, government
services, travel and insurance, and banking
POL is required, under the Funding Agreement
and the Shareholder Framework Document, to
continue to support a minimum network of
11,500 .
One of the longer term aims of Shareholder is
for POL to become financially sustainable,
however, this needs to be reconciled against
various interpretations of POL’s espoused social
purpose in delivering critical infrastructure
elements to the UK community through its wide-
reaching network: “We're here, in person, for
the people who rely on us”
Government funding remains critical to the
continuing viability of POL. Funding
requirements are generally negotiated with the
Shareholder on a three-year cycle and appear
to be the catalyst for strategic development
within POL, with the current funding period due
to end in March 2028. This current funding cycle
outlines an annual subsidy requirement of £50
million per annum
The POL 2025 “strategy” and vision is built
around seven key pillars. These pillars are
further synthesised into three key priorities
which we understand inform the operational
focus of the Company, namely; rebuilding trust,
transforming technology, and improving
branch profitability. There are no current
unifying metrics which define the ambition for
either the seven key pillars or three key priorities
at a consolidated level
Against this backdrop:
= there is a continuing public inquiry (the
Inquiry) into the fallings which occurred with
the Horizon IT system at POL leading to the
suspension, termination of certain
subpostmasters’ contracts and the
consequent prosecution and conviction in
that regard
— the operating environment remains extremely
challenging with additional revelations
surfacing as part of the Inquiry, widely
reported in the media. Whilst these issues do
not form part of the scope of this review, their
impact upon the culture and running of POL
is profound
— there has been a continued need for
additional government/Shareholder support
throughout the funding cycle in excess of the
agreed subsidy, largely driven
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by unanticipated costs associated with the
development of the new branch IT platform
(NBIT), the historical remediation of claims
and the support associated with the Public
Inquiry
there is a government appointed Shareholder
Representative on the POL board, in addition
to two Postmasters (who represent some of
the longest serving Board members which are
due for rotation later this year). All these roles
have the same voting rights and director
fiduciary duty obligations as other POL
Board members
the National Federation of Sub Postmasters
(NFSP) released a statement early in 2024
questioning the effectiveness of having
Postmaster nominees sit on the POL Board
due to perceived conflicts of interest
the Chair of the POL Board was removed by
the Shareholder in January 2024
the reference to Shareholder engagement
and outcomes practically represents a
collated set of views from several government
bodies, which have influence at POL through
the various foundational documents, namely;
UKGI, DBT, Treasury and various Ministers.
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1. Context and background
Context and survey
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The past five years have been some of the most challenging in the entire 360+ year existence of the Post Office
Since 2019, when a settlement agreement was reached with 555 former or serving Postmasters
against POL, it has been operating year-to-year in crisis mode. There has been much internal and
external scrutiny leading to POL undertaking a number of improvements to systems, processes,
policies and culture to transform aspects of its governance. These have largely been centred on
remediating the position with Postmasters in response to the findings of the High Court (Fraser J.)
Across these various activities much has been achieved in terms of upgrading procedures
and policies particularly related to the interface between POL and the Postmasters
It is within the context of recent challenges and actions that we focus our comments
and recommendations
Summary of survey diagnostic
In terms of setting context overleaf, we have provided the high-level results from the Board and
senior leadership survey. This was undertaken in partnership with our third-party service
provider, BoardClic at the start of our work in October/November 2023 as part of the initial
diagnostic around the practical application of governance within POL. The survey formats have
been designed with reference to the UK Corporate Governance Code (the UK Code) and the
Companies Act. Some chapters and questions were adapted specific to POL. We provide
further details regarding this methodology on pages 5-6
The surveys allow us to ascertain where there is high and low scoring around the practical
jon of governance including, where there is alignment and/or misalignment within
functions and/or whether a large spread of responses indicates a lack of coherence.
The survey also provides a benchmark against other Board and management teams and allows us
within the Board survey to assess whether there is alignment around priorities
For further details on the survey output, refer to Appendix 1 for key insights ie those questions
which received the lowest overall scores or alignment, and Appendix 2 for a high-level summary of
the key highlights across the areas of the Chapters of this report / UK Code
@ GrantThornton
The accumulated conclusior report should not be read to disparage t
of individuals both at the Boar
ariat team and Shareholder Repre
organisation. This includes the Company se
all m continue t fe their time and effort in what is an increasingly
challenging environ business mu rate in the past and present,
more capacity to addr e future in a fastchanging market environment
Everyone we met during interview vels of the organisation were well intenti
hard-working, devoted to the f what POL tentially
ating
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Board survey — governance effectiveness
Self-reported overview = from Board members and regular GE and Leadership Team
Post Office Ltd Board, Exec, SLG Benchmark
the survey with r its benchmarked against 150+ other UK Boards spanning private,
listed and the public sectors. The two lowest scoring areas by POL, which also have the
biggest delta against th: Purpose and Strategy
S 100
80
Summary of key themes from survey respondent feedback
Board Agenda and
* Excessive government interference calls into question the Board’s independenc Decision Making Meetings
lan ahead amid uncertainty of funding and lack of clarity from
nt on what it wan
jaland commercial purpose within the
ind narrative have be:
Information, Reporting
x Ti T
and Risk Management. ‘alent and Culture
government/public sector experienc
banking Board Composition and
Dynamics
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Leadership survey — governance effectiveness
elf-reported overview (from GE members, LT attendees and GE sub-committees
é
inst each chapter of the —— Post Office Ltd LG Benchmark
marked against nent teams across a range of listed,
tor and private companies in the UK. The two lowest scoring areas by POL, which
also have the biggest delta against the benchmark are Strategy Implementation and Trust Deceratar ere
and transparency. The highest scoring area is Roles and Responsibilities. There is no Wirhine bresased
external benchmark for the Sub Committee, Information Reporting and ment 400
and governance structure as questions are bespoke to PO RCo Rolerand Resrenall
80
Summary of key themes from quotes
Strategy and implementation is not clear, is challenged by lack of Shareholder clarity,
Information, Reporting and Business Purpose and
funding uncertainty and dealing with historical mai aU create constant trade-offs cone! LG
Risk Management Organisational Vision
Accountabilities, delegations and decision-making need improvement, as they are either
rly set out or understood or implemented
r levels of trust in GE, and also across organisational levels. A lack of accountability,
aversion to taking decisions, poor communication, lack of cross functional working, talent Governance Structure Strategy Implementation
and performance management all add to this
Ml and reporting from Sub Co’s i
aki ith few exceI u Performance Competencies
- Navigating through Value Creation
is too many members and is not ve ship team. Its meetings are not
y Business Landscape
gh with substandard quality of discussion. Diversity also needs improvement
Performance Competencies
Reese ores Trust and Transparency
People churn, varying capacity and capability across leadership with many temporary
roles, no transparency around recruitment, LED and succession planning calls into question
GE members’ competence and leadership. Recent appointments, however, havebeen
additive
Engaging other stakeholder voices at Boat p k all require
improvement
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O02 Executive summary
© GrantThornton
2 Executive summary
Key findings
f a unitary longe
y for POL, th
vernance actions taken
rgely been tactical.
ties, from the top dc
and to simplify and prioritise
ity, are encouraging
Notwithstanding this, the governance
ure is not fit for purpo
There is currently tension within POL,
between its social purpose and being a
commercially sustainable organisation,
being government owned versus operating
in fast paced highly competitive markets,
a tension at Board in terms of conflicts of
interest and roles and responsibilities with
the Shareholder and Postmaster NEDs, a
tension in resolving the respective interest
of the government and the wider political
agenda and a tension within the
organisation where there is a feeling of
power without responsibility with many
operational decisions being passed up to.
GE and Board in the absence of a clear
understanding and desire to hold people
to account in the face of public scrutiny,
uncertainty as to shareholder approvals.
and clarity on strategic metrics.
Whilst much of the written policies and
procedures are generally in line with good
practice, their impact is tactical. The
inability to strategically prioritise actions
in the absence of unitary
purpose/strategy and the muddling of
roles at Board, slows decision-making and
fosters a culture where it is challenging to
hold people to account. This is evidenced
in the survey output (and in interviews and
document review) - refer to Appendices 1
and 2 for further detail.
There are five main areas of weakness
in terms of the governance which
need resolution;
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‘An inability to unlock a unified purpose and shared ambition around a longer-term vision and strategy between
POL and its Shareholder. Evident from our review are the many interpretations of what constitutes the strategic
‘ambition and purpose of POL. We were unable to determine a unifying vision and/or strategic metric ambition
(financial and non-financial) which transcends the funding period. This is critical to informing the effectiveness
of governance design principles acting as a clear guide in areas such as risk management, culture, DoA, and
performance management.
‘An unconscious bias around the lack of accountability. During our review, it was apparent that the basis of the
governance issues do not, first and foremost, lie in the skills and capability of the Board members and
Leadership. Rather, a muddling of responsibilities and conflicts at Board through the foundational governance
documents, which create confusion around roles, responsibilities and authorities. This includes the development
of a framing strategy, which permeates down the organisation and drives authority without accountability.
Lack of clarity around the practical application of the foundational governance documentation with various terms
now superseded by circumstance. There is also uncertainty on both sides regarding key aspects of associated
guidance such as Public Monies (which if followed as written could require significant day-to-day approvals
largely in volume by the shareholder) coupled with the short-term nature of the current funding arrangements.
These issues create ambiguity and slow the pace of decision making. Many individuals also cite mixed messages
from the Shareholder on its longer-term unified objectives for POL, which contradict the Minister's Letter and
foundational governance documents.
Decision making forums at Enterprise level appear to lack a clear understanding of objectives, roles,
responsibilities and purpose and at some level there is duplication. Until December 2023, there were over 100
personnel in the senior leadership team (LT) with a variety of singular and collective accountabilities, a CEO with
12 direct reports, 12 GE level committees and further innumerable committees, groups, and forums that reside
within the Enterprise levels. This complexity has inevitably impacted on the quality of cohesive leadership and
management information (MI) flowing up through the organisation to the Board and Shareholder.
Culture - the misalignment on accountabilities between POL and DBT/UKGI whichis culminating in a fa
working relationship. This was evidenced in survey and interview comments and manifests itself in additional
questions and requests for information over and above the normal pattern of quarterly reporting. A short-term
funding horizon and lack of clarity around reward structures is also driving a hand-to-mouth mentality in
decision making, which is tactical and not purposeful. Not only does this tie up time, but also drives an
extremely risk adverse stance. This, in turn, fosters a culture where there is a lack of accountability and
confusion around the priority framework to inform efforts. There is also a pervasive fear of mistakes and
procrastination in receipt of further information around decision making. This has been described as hiding
behind the ‘uniqueness’ of the ownership structure, which at times, can be categorised as “them” and “us”
when difficult trade-offs need to be made.
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2 Executive summary
Key findings
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Addressing the lack of clear vision by the Shareholder on the purpose and objectives of POL, and the relationship
and influence it has over the day-to-day running of the business and developing the strategic ambition, are the most
fundamental issues which impact governance effectiveness. The resolution of these is essential in the longer-term
Over the last few months, POL has driven through more topdown
structural governance improvementsin an attempt toaddress the
issues described above and to ensure that the Board and GE are
properly briefed on the operational management and governance
construct of POL. Noted actions of reference which still need time to
bed in include:
improved leadership capacity at Board and executive level; with the
appointment of Owen Woodley as Deputy CEO; Karen McEwan,
CPO, supported by lan Rudkin, Director of Reward; Chris
Brocklesby, CTO and Kathryn Sherratt, stepping up as interim CFO;
and at Board level Amanda Burton, Simon Jeffreys and Andrew
Darfoor; all of whom joined the Board as INEDs in March, April
June 2023
further strategic capacity at Board with the creation of two new
Board Committees, namely the Remediation Unit and the Investment
Committee
nd
the recent simplification of the operating model at executive level to
prioritise focus and drive accountability, including a New Leadership
Team, with a Strategic Executive Group (SEG) at its core comprising
the CEO, Deputy CEO, Interim CFO, CTO and CPO, and reducing
the number of individuals reporting to the CEO from 12 to 7, with a
primary purpose of on developing the future POL strategy
improved attention and discipline to areas such as People and
Culture (Project Ethos), agendas (more forward-looking) and
minutes (in terms of action remediation) over the last 3 months
Whilst the direction of travel is promising, it does not, in our view,
address the foundational governance architecture issues which are
ultimately impacting the effectiveness of the governance design
and hierarchy.
e GrantThornton
It is difficult to pinpoint accurately, the catalyst of where the
governance dysfunction arises; an inability of POL and the
Shareholder to articulate a longer term vision for POL from which to
develop a cohesive strategy, an inability to agree reward structures
in a timely manner at Rem Co,an inability to hold one another to
account, conflicts of interest at Board, capability and the capacity
of leadership given the ongoing crisis management, inquiry and IT
platform, a strategic design which seems to be interlocked with
shorter term funding cycles, and/or a prevalent culture of mistrust.
What is apparent however, is that accountability is difficult to
establish, with the blurring of responsibilities andmisalignment
between Shareholder and POL permeating from the Boarddown. A
critical example of this is around the historic structuring and late
agreement of reward schemes at Rem Co
Whilst POL has an intent/Vision to 2025 this is expressed in terms of
a number of themes which are not directly measurable. As such the
current strategy is not adequate to inform practical governance
design around areas such as; risk and investment prioritisation,
culture and, individuals cannot be held to account. Clear aims and
objectives need to be expressed by and agreed with the Shareholder
from which a strategy to deliver, supported by appropriatemetrics
and governance, can be developed and shape LTIPs
Addressing the lack of clear vision on the purpose of POL, objectives
and relationship with the Shareholder, and its influence over the day
to-day running of the business, are the most fundamental issues
which influence the effectiveness of governance, clarity on roles and
responsibilities and pace of decision making within POL. Resolution is
essential in the longer term if POL is toflourish
The lack of clarity and concerns around the responsibilities and
information accuracy has raised the cost of decision making in POL.
it has diminished genuine accountability and effectiveness within
POL and the governance hierarchy between the workforce,
Leadership, Board and the Shareholder. This is further affected by
the public profile of POL both within Government and the wider
public context which continues to negatively impact trust and
transparency within the culture.
The result has been an inability to hold the Executive to account or
provide the guidance and fast-paced decisions that are needed in a
fiercely competitive and transforming markets in which POL
operates.
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2 Executive Summary
Divergence from UK Code principles
. e
Summary of progress against the UK Code @ sewer sondoras ono mac ot cose
principles or where there is work in-flight to remedy
@ Areas where Code standards are met or where
there are only minor weaknesses
Board Leadership and Company purpose- Sectior
A. A successful company is led by an effective and entrepreneurial board, whose role is to promote the longterm sustainable success of the company,
generating value for shareholders and contributing to wider society.
B. The board should establish the company’s purpose, values and strategy, and satisfy itself that these and its culture are digned. All directors must act
with integrity, lead by example and promote the desired culture.
board should also establish a framework of prudent and effective controls, which enable risk to be assessed and managed.
D. In order for the company to meet its responsibilities to shareholders and stakeholders, the board should ensure effective engagement with,and
encourage participation from, these parties.
E. The board should ensure that workforce policies and practices are consistent with the company's values and support its lorg-term sustainable success.
C. The board should ensure that the necessary resources are in place for the company to meet its objectives and measure perfomance against them. The e
The workforce should be able to raise any matters of concern. e
Division of responsibilitie
F, The chair leads the board and is responsible for its overall effectiveness in directing the company. They should demonstrae objective judgement
throughout their tenure and promote a culture of openness and debate. In addition, the chair facilitates constructive board elations and the effective ® e
contribution of all non-executive directors, and ensures that directors receive accurate, timely and clear information.
G. The board should include an appropriate combination of executive and non-executive (and, in particular, independent non-executive) directors, such
that no one individual or small group of individuals dominates the board's decision-making. There should be a clear division of responsibilities between the e e
leadership of the board and the executive leadership of the company’s business.
H. Non-executive directors should have sufficient time to meet their board responsibilities. They should provide constructive challenge, strategic guidance, e Ni
offer specialist advice and hold management to account.
I. The board, supported by the company secretary, should ensure that it has the policies, processes, information, time and resources it needs in order to @ e
function effectively and efficiently.
ro) GrantThornton Post Office Limited - Governance review Cenetemen o2te I 18
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2 Executive Summary
Summary of progress against the UK Code
1, succession and evaluatic
J. Appointments to the board should be subject to a formal, rigorous and transparent procedure, and an effective succession pan should be maintained
for board and senior management. Both appointments and succession plans should be based on merit and objective criteria and,within this context, e r)
should promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths.
K. The board and its committees should have a combination of skills, experience and knowledge. Consideration should be givento the length of service of e e
the board as a whole and membership regularly refreshed
L. Annual evaluation of the board should consider its composition, diversity and how effectively members work together to aclieve objectives. Individual e
evaluation should demonstrate whether each director continues to contribute effectively. N/A
Audit, Risk and Internal Contro Board Enterprise
M. The board should establish formal and transparent policies and procedures to ensure the independence and effectiveness ofinternal and external audit e@ e
functions and satisfy itself on the integrity of financial and narrative statements.
N. The board should present a fair, balanced and understandable assessment of the company's position and prospects e a
O. The board should establish procedures to manage risk, oversee the internal control framework, and determine the nature andextent of the principal risks e e
the company is willing to take in order to achieve its long-term strategic objectives.
Remuneratior
P. Remuneration policies and practices should be designed to support strategy and promote long-term sustainable success. Executive remuneration should
be aligned to company purpose and values, and be clearly linked to the successful delivery of the company’s long-term strategy. e e
Q.A formal and transparent procedure for developing policy on executive remuneration and determining director and senior maragement remuneration e e
should be established. No director should be involved in deciding their own remuneration outcome.
R. Directors should exercise independent judgement and discretion when authorising remuneration outcomes, taking account of ampany and individual e e
performance, and wider circumstances.
@ GrantThornton Post Office Limited - Governance review Cenetemen ©20e I 16
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03 Recommendations
© GrantThornton
Recommendations
Overview
es to a level akin to
its competitors, it needs to
provide/gain more clarity as to
In this section we set
ions for action that should
be considered/taken
out our
recomme
+ improve efficiency, transparency,
accountabilities etc
help the organisation to function more
effectively by providing clarity around
the strategic ambition and culture
sition POL to move fi
the overarching strategic aims canbe
agreed with the shareholder
rd when
start to rebuild collecti ership
confidence and capacity
formance management
collaboration, ambition and trust
To enhance future effectiveness of governance at POL, consideration of the
ways of working with the Shareholder and key framing documents such as
purpose, strategy and culture is needed. These frameworks provide a critical
reference point for governance design work to support turning strategy into
action through framing decision making through risk appetite, providing clarity
on prioritisation and behaviours, building trust and shaping accountability
structures.
In Section 44, we have set out a further consideration around the merits of
exploring an alternative governance model with the Shareholder, to improve
ways of working, specifically, clarity and pace around decision making, for
which we outline a potential strawman to frame discussion
In considering alternative design principles, we believe POL needs to continue to
frame for the Shareholder what POL is about (purpose), where it wants to get to
(strategy and vision) and how it is going to meet its aims (culture). Equally, the
Shareholder must make sure it states its objectives within the context provided by
POL and timescales clearly by defining what it wants achieved, with greater pace
‘around decisions for which it is responsible and funding appetite
High level we would summarise the further following set of prioritised actions
which are capture in this section;
- Continue evolve the shape and capacity of the leadership team. The
governance design (ToR, DoA, meeting discipline) of the LT and associated
Committees to be finalised centrally and agreed with Board in this regard
= The newly formed Senior Executive Group (SEG) to develop the future POL
strategy concerning the value proposition around POL's purpose
= SEG to agree strategic design principles with the Board and cor
cadence around updates on progress
= SEG to agree cultural design principles and consider whether values
need to be refreshed ~ shape what living the strategy will look and feel
like in considering the culture framework
= SEG to agree cultural principles that they want to uphold as a leadership
team
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SEG to develop a high-level communication plan which thematically sets out
some key milestones for POL. This is first and foremost to signal change and
set expectations. Consider three themes around the topics of; Reset
(governance and leadership), Renew (strategic framework), Reboot (culture
and behaviours) and highlight some expectations under each. Metrics, to be
determined by POL, should be both financial and cultural and the milestones
focused around government objectives, POL’s ambition, and behaviours.
— SEG to map a skills matrix against the LT governance design to identify
leadership capability and capacity, and start to develop job descriptions in
terms of performance metrics and identify candidates
SEG to agree LT training/communication plan to set expectations regar
refreshed DoA’s
9
Board and Shareholder jointly to agree how the Shareholder position is to be
reset and ensure, as best as possible, foundational governance documents
are amended to drive interim clarity on areas of POL's authority (or not) and
communication channels
Board and Executive succession planning to be looked at with urgency
Board to agree framework to monitor culture
Nom Co to prepare a detailed succession plan at Board with an initial skills
matrix done against priorities and risks and consider the position regarding
Postmaster NEDs, including previous selection process
Rem Co to resolve the 2023 LTIP reward scheme to ensure clarity of
objectives for 2024
A number of the highlighted priorities are recognised by POL, and action is
being taken to address several areas which we highlight in the following section.
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3 Recommendations
Recommendations — Leadership
From our activities, we summarise the key next steps to support with improving the effectiveness of the governance at POL
against each area of the UK Code
Context Board steps to consider Executive steps to consider
+ There is significant anticipated scrutiny * Develop a contingency plan on how to reset the Shareholder relationship + SEG to continue to create strategic capacity within leadership at POL either
of POL’s strategic delivery capability considering the foundational governance documentation to improve clarity through ensuring the right elevation of management and/or identifying skill gaps.
, , over the next 12-18 months. As part of this exercise: As part of this:
+ Ambition, energies and resources need
tobe directed towards speedy delivery — explore merits of an alternative governance model which provides greater — Embed the new Leadership Team. Job descriptions to be written for leadership roles
and implementation following concerns clarity on accountability and improves the pace of decision-making. Refer to with responsibilities clear and tied into performance metrics, with the new leadership
about capacity and focus. The number Section 4, which suggests a potential strawman in developing a Supervisory team identified based on skills/experience rather than seniority
of executive level Committees needs to Committee and/or shifting certain roles to Board observers im Si alti
petersenii gti = meeting discipline, transparency and accountability is critical in the new structure.
Wy ‘ , ; ; : :
forwcrdforeptintesdl Henstormation — review the foundational governance documents to reflect practical ‘As part ofthis refresh, consider rules of engagement such as toking papers as read
and related decision-making application, including improving clarity around connected aspects such as and training needs such as chairing, preparation of papers etc. Agree at the outset
“Managing Public Money”. This should be captured in the Shareholder with Committee Chairs, a summary dashboard which measures impact (financial
+ The Board is currently without a Chair Framework Document to gain clarity on what is not in POL’s remit in terms of and non-financial) relevant for all Committees
and is relatively new. In the absence of principles that impact day-to-day operational approvals between POL and ; — ’
long-serving corporate memory, care the Shareholder. Equally the purpose of this document to be agreedas there ~ 2 bite ern. paeaed ferried eben ~—_ a
needs to be taken to debate and discuss is duplication between the Articles of Association and Funding Agreement fo Donlescs around; herisaen.otnerto Resclintion) cna Haxea fire motel sn
issues thoroughly, with follow-up on, therorganisation
Agree strategic design principles with the SEG, and explore and agree
steps that POL intend to take to unlock the impasse on developing a
Strategic design principles need longer-term strategy
‘agreement within POL and the newly
formed SEG must come together as a
cohesive leadership team
actions and feedback documented
SEG to focus on developing a strategy and need to agree strategic design principles
with the Board (See Appendix 5 Best practice (BP) tool-kit, pages 97-98)
Any strategic design to be supported by a culture framework which has performance
management as one of the key pillars. Dashboard to be developed to allow Board to
Continue to provide regular opportunities for informal meetings of the Board to _ understand the current position and monitor transformation (See Appendix 5 BP tool-
enhance trust and effective engagement kit, pages 95-96)
Clarify what the Board can practically achieve under an Interim Chair
Refer Section 5 for further context.
Continue to improve meeting discipline around agendas, chairing and MI
The newly-formed SEG to think through a communications plan to signal their intent of
a wider organisational reset for people and stakeholders
Review the role of the Postmaster NEDs and consider how their corporate
memory can be leveragedie, the role they can play in being ambassadorial + Annual Strategy days to be a focus going forwards, with ideas being fully rather than
champions at Board and within the wider organisation partially developed, and submitted to DBT with a timeline
ro] GrantThornton Crmittonin ©2064 I 19
3 Recommendations
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Recommendations — Division of responsibilities
From our activities, we summarise the key next steps to support with improving the effectiveness of the governance at POL
Context
+ The accountability chain for POL is complex and +
involves customers, external suppliers, joint-
venture partners, employees, postmasters,
senior management, the Board, the Shareholder,
the Shareholder Representative of the
government, UKG''s individual NED on the
Board, civil servants at the sponsoring
government department, ministers, and
regulators. This web of stakeholders and their
related interests in POL has influenced an
unnecessarily complex governance framework
where resolution to issues has been through
layers, rather than establishing whether the
overall structure is fit for purpose in the
operating context of the Company
‘There needs to be a simplifying of layers within
the central function with too many matters
escalated to the GE (and Board) for decision
Decision-making is labour and time intensive
with criteria and reporting ambiguous and
cultural issues driving the high cost of indecision.
This contributes to creating confusion and risk
within resource utilisation. Furthermore, far too
many OPEX approvals are coming to board due
to the low-level hurdle of £5 million
Refer Section 6 for further context.
Board steps to consider
Division of responsibilities and associated ToRs
‘and DoA at Board are largely in line with best
practice, apart from further clarity needed for
‘ownership around wider aspects of the
People agenda
Review Nom Co and Rem Co to establish whether
they are delivering against the ToR and address
how any gaps may be remedied
+ Continue with redesign and simplification of Committees/working groups reporting into the SEG by
reorientating reporting lines for some current forums and reduce the number of Sub Co's and direct reports
going into CEO, for presentation to the Board (refer to strawman on page 46-47)
— Design and agree a ToR and DoA for the Committees reporting into SEG, underpinned by a skills matrix
and RAC! to identify the capability within the organisation, establish skill gaps ensuring a single point of
accountability
Revisit and clarify base information requirements, accountabilities, monitoring , reporting and
communication cadence to provide focus to the forums of most strategic importance. Whilst undertaking
these reviews, itis suggested to also review authorisation limits for OPEX
- Consider reorientating certain SEG level Committees such as the Health and Safety Committee, and the
Pensions Plan Governance Group.
= Consider the benefits of establishing an interim Implementation Committee, possibly by re-purposing an
existing committee, to spearhead all transformation operational workstreams (such as IDG and
technology), to support with developing a company-wide narrative on trade-offs and holistic governance
design in effective delivery of BaU, so supporting the development of strategy
+ Ideally, an Implementation Committee would only be in existence for a c.18-month period and would be
headed up by a competent COO role. It is also envisaged that this committee would not be a board sub-
committee but would have some independence through an Independent Chair from the Board (with
transformation expertise) alongside a strong project management team headed by the Chief of Staff.
Remaining members would be selected from the LT. This Committee would also provide challenge to the SEG
in the practical considerations of the strategic design
* Secretariat to provide independent reviews of the revised structure on an interim basis to ensure the right
conversations and audit trails are working practically, as the new leadership structure cascades. Consider
internal audit undertaking an annual review on the resolution of actions to identify root causes of delay
within the Sub Co structures
e GrantThornton
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3 Recommendations
Recommendations — Composition, evaluation and succession
From our activities, we summarise the key next steps to support with improving the effectiveness of the governance at POL
Context Board steps to consider Executive steps to consider
* Urgent attention is needed in recruitment and managing of the Board's + Succession planning needs to be overhauled and driven + A structured approach to recruitment and senior appointments
composition. forwards with the design principles of the skills matrices needs to be implemented
‘agreed at Nom Co (see Appendix 5, page 102)
Succession planning is not sufficient across the organisation. Whilst the Chair + At SEG, consideration to be given to potential strategic skill gaps
departing was unplanned, the current SID, and another INED, are due to rotate off + New and appropriately skilled Board members need tobe and succession. A COO role could help address both these points
(uly 2024 and early 2025 respectively) and both ‘Postmaster’ NEDs are also due _recruited urgently with a view to filing skills gaps, + Seek clorty with the Shareholder oround the CFO role, which hos
to leave in June 2024. This makes for a perceived weak directive and decision - addressing diversity and rotation timings ‘ bain j ‘
‘ te i also impacted the bringing of written resolutions at Board. We
making body. Consideration of how corporate memory will be managed carefully, . -_ 7
- - + Consider Committee membership in the context of the have subsequently been advised that amendments to the Articles
with the longest serving board members rotating off. These points are not Board rotctone, eNom ‘durclicnito Ew hver’¥ i eat Mitsns tab Faia makers
addressed by « comprehensive succession planning process at present. In relation Board rotations. At Nom Co, consideration to be given to I _t0 permit written resolutions to be passed with a 76% majority are
to the Postmaster NEDs, we have been subsequently informed that proposals euniiteeimerpershin, jnawclog heksist te.Ypard an ing Sevied son Body QpPravel athe! oarslinesing ot
Committees, to bring a diverse perspective on March
have been put forward to extend the term of one Postmaster NED by a three
month period until September 2024 and the other until June 2025, to assist with management pipeline
Continue with the build out of the skills matrices for the LT, with
an orderly stepping down of knowledge. The incoming Postmaster NEDs are * Nom Co to take the lead addressing the future viability of EDI to be integrated into thinking (see Appendix 5 BP tool-kit,
proposed also to join in turn at these step down points, providing for a staggered the Postmaster role at the Board. As part of this process, page 102, in terms of template/themes for consideration)
step down process going forward. The proposals for the Postmaster NEDs term consideration to be given to formalising how rotation is to
Review the recruitment process. Concerns that there is an
absence of a framework of skills to reference for roles, in addition
toa lack of consistency around EDI in terms of targets, interview
panels etc. which need to be addressed to support the build out
Board to maintain greater oversight of the work of the Nom _ of leadership teams in the coming months
Co and Rem Co over the next 12 months and agendas to.
allow time for full updates regarding delivery against the
wider ToRs remit
extensions will however need to be put to the Shareholder for approval be staggered (if at all), future selection process (and
viability of the role) to be reviewed (particularly given
‘comments in the NFSP statement)
Equally, there is limited thought given to succession planning around the CEO
(end Deputy CEO) and CFO roles (although recent hires are starting to address
this)
Numerous people issues within the organisation which have been exacerbated by
Policies and process for people management need clarity and
the continued rotation of personnel in the Head of People/CPO role. Wider issues
include role descriptions, accountabilities, and how performance
include, confusion around roles, accountability and cultural behaviour, as well as management is undertaken. These policies and procedures to be
legacy complexity and mistrust around reward schemes and pay requirements. + Develop a Board Learning & Development (LED) enacted and communicated purposefully
This area requires laser sharp focus at Board and within the Executive. The newly programme to meet the requirements of the incoming , , , ,
appointed CPO appears to be making positive progress in this area Board members, taking account of strategic priorities, * LED, informed by undertaking a gap analysis of strategic
priorities/risk against skills and learnings from the Inquiry to be
‘incipal ris kills ric A i P tool-
principal risks and skills matrices (see Appendix 5 BP tool Pe lasmd wane
kit), pages 103-104)
Consider how the Board is going to support the SEG going
forwards
© GrantThomton ae
Equally there are concerns around recruitment processes in terms of
transparency and ED!
We highlight that work is ongoing in certain of these areas, eg the
new leadership framework.
Refer Section 7 for further context.
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3 Recommendations
Recommendations — Audit, Risk and Control
From our activities, we summarise the key next steps to support with improving the effectiveness of the governance at POL
Context Board steps to con
+ POLhas relatively wellsetup —*
risk management process
and associated policies and
procedures; however
further uplifting of some of
those is required as the risk
management
arrangements mature
New NEDs with specific
Board's risk expertise
skills and experience should be apy * Consider appointing a CRO reporting directly into the CEO. This to send a strong
signal that the risk function is given the level of prominence it deserves, given the
current environment
The ARC papers should be overhauled in terms of format and presentation to ensure
more digestible and practical sharing of information
‘The list of regular attendees for ARC and RCC meetings should be reconsidered,
as fundamental changes are introduced to the ARC.
Packs for ARC and RCC meetings should be tailored to the requirements of each
Committee, with the ARC papers providing a more high-level view
Risk management training should be introduced across all levels of the
organisation, with the LT setting ‘tone from the top" and giving more prominence to
risk management in executing their daily responsibilities. Individual risk reporting
should be used as a driver for decision-making
The Head of Risk/CRO and Head of Compliance should co- chair the RCC given
these functions are at the heart of managing risks and carry the responsibility for
There is a clear requirement
to review how the control
environment contributes to
creating value, of which
behaviour and culture is a
The Central Risk Function should be elevated to a more prominent position across the
business, to emphasise the importance of risk in strategic decisionmaking, identifying
‘and seizing of opportunities, and optimising the use of capital (see Appendix 5 BP
risk management
The remit of Postmasters' responsibilities should include managing risks as with
the rest of the first line of defence, and this should be made clear in relevant
toolkit, pages 106-107)
ARC to take proactive steps, at an accelerated pace, to better embed the internal
controls framework, including relevant training so that it can attest positively when the
updated UK Code comes into force in 2025 (see Appendix 5 BP toolkit, page 108)
Amore formal approach to aligning the risk and controls environment and internal audit to
be considered across the subsidiaries and Postmasters to ensure that risk is managed
consistently and effectively across the organisation. This might involve the establishment of
formal governance structure that oversees risk management and internal audit
arrangements across all subsidiaries and Postmasters. Where these are currently lacking,
formalised reporting lines and escalation procedures to the RCC and ARC should be instated +
key element risk documentation
Reporting of risk matters to be re-evaluated, with reporting to the ARC aligned to
its meeting cadence, reporting to executive forums monthly, and reporting to
individual group executives weekly, or as often as needed
‘Once POL's overall strategy is agreed, the firm's risk strategy should be aligned
and reflected in appropriate risk appetite and tolerances. in line with strategic
objectives. This, to foster more mature risk management processes. Risk thresholds
should also be established (see Appendix 5 BP tool-kit, pages 106-107)
‘As the Central Risk Function matures, refinements to the roles and responsibilities
of the second line of defence versus the business would be beneficial, and risk
management documentation should more clearly feature the role of the Central
Risk Function in providing independent challenge to the business. The risk
management policy and guidelines should be updated accordingly
Any resistance to this must be
overcome, in order to shift
ownership of risk into the
business and not outsourced to
Refer Section 8 for further context.
Invest time in LED programmes to ensure employees in the subsidiaries and Postmasters are
‘aware of the policies and procedures related to risk management and internal audit and are
‘equipped with the necessary skills and knowledge to manage risks effectively,
Although recently considered, over the midterm, explore the merits of establishing separate
‘Audit and Risk committees to improve focus, understanding of risks and controls,
transparency, and decision-making. The industry trend is separate committees
e GrantThornton
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3 Recommendations
Recommendations — Remuneration
From our activities, we summarise the key next steps to support with improving the effectiveness of the governance at POL
Context Board steps to consider Executive steps to consider
1e untimely agreement of * Clarify the role and impact ot \areholder NED at Rem Com including: * Clarify Rem Co's role and authority namely:
The untimel t of Clarify the role and impact of the Shareholder NED at Rem Com includi Clarify Rem Co's role and author I
reward bishrpaboe ieontinuesito = the application of the UK Code regarding independence. Should the role remain, consider how to mitigate challenges to. — address cultural issues around accountability
pene aie la independence through a RACI matrix aligned to the 12:month
Penageren ‘and.metivetion of = assess whether description of the role in relation to Rem Co, as set out currently requires further clarity in the agenda/ToR Weis — Do (if
people! foundational governance documents Sepropriate), GURSA Co cine within tis
People function
There is a lack of shared Clarify Rem Co’s role and authority namely:
? * Remuneration strategy (development and reporting)
understanding as to the role — agree with members, considering the foundational governance documents and the UK Code, item of Rem Co's ToR to be led by the CPO. RACI to reflect this aspect.
‘and accountabilities of different where it can be proactive with approvals and where it is seeking assurance or Shareholdeguidance/approval Establish the set of principles by which schemes are
rechouete eRe Co oe - = agree how Rem Co approaches broader aspects of its role including alignment/engagement with the wider workforce designed, taking account of latest best practice, the
. and the related public narrative (see Appendix 5 BP toobkit, pages 114-116) Ministers annual letter and appropriate ambition
Further issues hinder Rem Co (see Appendix 5, page 112)
Inoluding inedequote rolling — Agreeing clear timelines for resolution of the historic reward schemes.
agendas, record-keeping and poor or * Engage with the Shareholder to establish the overall remuneration philosophy including the ability to setTIPs
inconsistent MI, as well as the lack of
The purpose of informal engagement outside of Rem
Co to be agreed, given optics around independence
Ensure meeting discipline around rolling agenda, minuting and actions followup and completion. As part of this exercise
capability and capacity within the 7 P Hs tris exercise + Management to be encouraged to deliver more
Peoole Rtction te supbort Dynamics _0p"ee\what the Rem Co wants toachiave over the next 12months withthe Chair, to focus on driving the oped direction" rob stomrestmenta, and design of reward schemes
is also a factor to allow for more effective discussions at Rem Co
sesereaieaetert Develop a clear communication plan to signal any material changes to approach, outcomes, expectations etc across the
tefer Section 9 for further context. organisation and with wider stakeholders
Clarify the role and remit of Internal Audit in support
cof Rem Co's work ie the Stress testing of new
Consider the benefit in seeking to comply with the spirit of the UK Code Remuneration principles and reflect whether it schemes
needs to drive a shift in terms of internal practices and/or reporting disclosures and/or that norcompliance is agreed and
understood with outputs included in any future induction pack (see Appendix 5 BP tookkit, pages 103-104.)
+ Remuneration advisor, WTW to provide information
on historic schemes
Rem Co to champion a consistent framework to measure and monitor remediation of Rem Co governance
recommendations
MI needs to evolve to support strategic discussion
and decisions
Establish the capability and capacity of the People
function to support the changing requirements of
Rem Co and the wider organisation around the
We would also encourage the Chair of Rem Co to be more assertive inleading agenda and the discussion; at times it felt People agenda
that certain individuals are dominating the debate.
Whilst we acknowledge the importance of the topics that were discussed at the meeting we observed, the Rem Co should
also look to introduce some BaU regular agenda items, such as regular updates on people matters, culture, talent
management, diversity and inclusion, recruitment and retention, ete
Consider extending the duration of the meeting so that sufficient time is dedicated to each agenda item.
©] GrantThornton Crmittonin 20% I 23
3 Recommendations
Alternative governance structure
POL should consider engaging with the Shareholder around the
merits of putting in place an alternative governance structure
which drives greater clarity around dialogue and decision-making
between the Board and the Shareholder. This should be based on
a mutual understanding of objectives and clearer accountability
for decisions
Any alternative governance model needs to offer compelling
appeal consistent with the values and a general market-wide
sentiment in wanting to see POL survive and flourish. The
alternative structure, through better accountability, must also
facilitate faster assessment of capability and capacity issues and
drive performance within POL whilst continuing to:
— fully respect the distinctive characteristics of POL's
social purpose
balance the need for the Shareholder to have critical
information and preserve the right to certain decisions which
affect funding requirements and adherence to the relevant
principles of Managing Public Monies
drive a higher pace of decision-making and performance
essential for success in intensely competitive markets such as
franchising, retailing and financial services
— provide accountability (and operational efficiency) to the
Postmaster network, which is key to the brand and social
value aspect
e GrantThornton
We recommend consideration is given to a two-tier Board structure
at POL whereby the role of Shareholder representative (and
Postmasters) is elevated from the current Board. This model would
seek to create a “Supervisory” or “Oversight” Committee with the
aim of developing a powerful consultative body that can bring the
Framework Agreement to life.
The Committee would engage with the POL Board and Executive,
retaining the power to hire and fire Board members. Composition
would be a majority mix of government representations across UKGI,
DBT, Treasury and Postmasters
The purpose of the Supervisory Committee would be to give the
Shareholder (and potentially Postmasters NEDs) appropriate powers
to hold the Board properly to account for the performance and
impact of the business, for the benefit of stakeholders. This, whilst
ensuring adherence to the relevant principles of Managing Public
Monies and social values, removing Postmaster NEDs and the
Shareholder from operational issues
The Supervisory Committee would also oversee the practical
adherence to the foundational governance documents and would
potentially seek to take ownership/identity, for some of the decisions
delegated to the variety of interests that make up the Shareholder
view through the foundational governance documents to support
with increasing the pace of decision making
The Supervisory Committee would also publish its views on Board
performance and on any Directors up for election for the
Shareholder (and/or where relevant) Postmaster consideration
It is further suggested the Supervisory Committee will have [two]
seats on the Nom Co, to ensure a fair and transparent nominations
process around the selection of Main Board members and the
Executive. We have provided on page [26] a high-level illustration of
the proposal, and we also elaborate on this further within Section 4
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© GrantThornton
4 Alternative governance model
Alternative
governance
model
The purpose of the two-tier
Shareho propriate powers
to hold the Board pro}
account for the performance and
impact of the business,
providing POL with clarity on
Boards are in place largely to act as a counter-balance against pressures
‘on companies and executive teams to focus on the near term. They are
‘empowered to share the longer-term direction of the organisation and
should guide management to balance competing interests, anticipate risks,
and competitive threats, and provide insight on opportunities
The POL Board (both now and over the recent past), whilst generally
‘acknowledging the historic and current governance issues, and ta
steps to create additional strategic oversight, seem unable to deliver
against this remit (although we acknowledge the current composition is
relatively new). This significantly raises the cost of decision-making and is
diminishing genuine accountability in POL’s governance
architecture/hierarchy. The result has been an inability to hold the SEG/LT
to account or provide the guidance and fast paced decisions that are
needed in the fiercely competitive and transforming markets that POL
operates wit!
POL Leadership (and followership) is undoubtedly complicated by the
‘ownership construct which leads to an unhealthy tension between
governing for Shareholder value and governing for social purpose
(stakeholder value), in the absence of a longer-term vision, and the
requirement for clearance on certain operational matters, such as
severance payments. The current leadership efforts are focused on
preserving value and firefighting, rather than directing the organisation
towards a vision of creating sustainable value
‘A dual tier board governance model could provide an alternative and
potentially more appropriate structure to unlock the various decision -
making paralysis and support the organisation through its
transformation. This proposed structure looks to split decision-making to
better reflect the two perspectives being asked of the current POL Board
by elevating the Shareholder interests (and that of Postmasters) toa
“Supervisory Committee”
This is a model that has precedence in the UK mutuals sector, where
organisations are more geared towards social purpose, such as Co-
operative Group and John Lewis. It is also highly prevalent in many
European and Chinese markets, which place a high value on social impact.
The most direct benefit of such a model is the greater focus on
transparency and accountability for organisational longer-term
development. We have provided some illustrative mechanics as to how the
structure may work in the pages overleaf
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The main purpose of the Supervisory Committee as envisaged would be to:
= act as a consultative body that would regularly engage with the POL
Board and hold it to account for its stewardship and strategic leadership
of the organisation, and for the operational performance in accordance
with the philosophy outlined in the annual Minister’s letter (and
foundational governance documents). This would include reviewing the
POL Board's proposal on strategy
— provide a forum in which the interests of POL’s stakeholders can be
represented and promoted
= serve as guardian of POL’s commitment to public values (Public Monies),
social purpose and principles, and to ensure these are reflected in its
corporate vision, strategy and operations. This would include advising
the POL Board on ethical matters, with supporting evidence on likely
impacts on business performance and values
— provide an opportunity to shift some of the decision-making
requirements included in the foundational governance documents to an
identifiable body in terms of practical accountability and create clearer
timelines around decision-making
= appoint up to two representatives to sit on the Nom Co of the POL
Board, ensuring transparency of process and providing the collective
Views to the Shareholder on future Board members
As part of this construct, we suggest, similar to the Listed market, that
Board members put themselves forward for (re)election annually.
Specifically, the Nom Co would review the skills balance of the Board and if
this balance was felt still to be appropriate, the current composition would
be put forward for (re)election to the Supervisory Committee
The POL Main Board would retain operational control largely, as envisaged
in the ToRs and DoA today, accountable to the Supervisory Committee for
shaping the strategy, overseeing the performance of POL, with a
continued requirement to seek consent for certain matters pursuant to the
foundational governance documents (subject to agreement)
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4 Alternative governance model
Proposed Two-tier Board structure
Managing Board
Supervisory Board
Determine Group Strategy consistent with the Purpose and the Values and
Guardian of Purpose, Values and Principles, Articles, Framework and meeting the needs of its stakeholders (and Shareholder).
Funding Document. Supervisory Board
itiatives. Independent Chair
3 Gov't Reps Motive
2 Postmaster Reps
Oversee Group business in accordancé
2 with strategy
Hold the Board to account and influence strategic and operational
2 and retain an Executive qualified to deliver the strate
The consultative body, and
Jy for making representations on behalf of t
constituencies represented.
Hold the Executive to account in the performance of its duties, taking into
account the views of the Supervisory Board,
Approve matters reserved by the Shareholder Documents for approval by the ied bch ls
Supervisory Board (the funding request). Oversee culture (not overt in the current ToR), and separately, risk and
internal audit f
capability and c
environment and reputation
amework. Designed to provide adequate assurance as to the
Make di
rategy and prot
in the
sions on those matters reserved to the Supervisory Board as set out
iments (such as approving strategy as far as in
Managing (POL) Board:
Independent Chair operatin
pacity to deliver the ot the Group's
hareholder do
appertains to funding).
2 Execs meetings between Chairs of Board and with Committees
Audit Co:
Remediation Co: Investment Co: Independent Chair Rem Co: Nom Co:
Independent Ch Independent Chair (Risk to become Exec Independent Chair Independent Committee
level committee)
Executive Team:
CEO, CFO, Deputy CEO,
CTO, CPO, GC,
Support: CoStaff
~))
© GrantThornton 27
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04 Alternative governance model
Foundational governance documents
e GrantThornton
Any restructure to a two-tiered model would require administrative
support and need an allocated budget. Cohesive co-ordination
between the POL Board, the SEG/GE and the Supervisory
Committee will also be needed and ensuring that the company
secretariat is empowered to act effectively in support of the Chair,
POL Board and the Supervisory Committee will be critical. A table
summarising the characteristics of the Supervisory Committee and
Board structures is provided in Appendix 3
Given all the intricacies explored here, we recognise POL is unlikely
to be able to rapidly move to a revised governance structure,
particularly in an upcoming election period. However, we feel it is
something worth seeking guidance on now, both for POL and
Board members, particularly with the recent statement from the
NFSP which queries the ability of the Postmaster NEDs to be
effective at Board as a Director and representative of Postmasters
— On 19 January 2024 NFSP released a statement expressing its
reservations about the role of the Postmaster NEDs on the Board
of POL. Specifically, the conflict-of-interest position it places on
the individual who is both unable to vote on many decisions
taken by the Board yet is bound by confidentiality and therefore
unable to act as an effective feedback loop with colleagues,
brings into question the lack of transparency and overall
effectiveness of the role
— Inits statement, NFSP suggested the benefits of an
Oversight/Supervisory Committee which provides the
opportunity to enable full scrutiny
— Whilst we understand the perspectives brought by the
Postmaster NEDs are considered invaluable at Board, the NESP
statement warrants consideration
A potential interim measure to consider would be shifting the role of
the Shareholder (and Postmasters) at Board to observers. This,
model is often favoured by investors or venture capital funds where
observers can influence Board decisions, but do not have any
voting power or fiduciary duties. The exact nature of the role
should be carefully considered and might include leaving the room
when decisions are taken.
* This two-tier board construct has both pros and cons:
— In terms of cons, costs in terms of time and resources can be
significantly higher if the roles and number of members are
not controlled. Decision-making can be slower if the ToRs and
agendas are not strictly aligned and managed well. However,
if the right people are occupying the right roles (with the right
remit), then decision-making should be effective and efficient
with an ability to identify root cause of delay/issue through
the governance hierarchy. In terms of roles, it is imperative to
provide the right balance of business/sector representation to
provide the right capabilities in this supervisory forum for
informed challenge and debate
The pros (subject to the right balance and role
representation) in POL’s case, can enable better
representation of Postmaster and Shareholder voices, as well
a facilitating better decision-making by reducing
‘overwhelm, providing a second review (with arguably more
diverse thinking) of managerial decisions, and all whilst
maintaining a clear focus on strategy and sustainability.
It is considered that the two-tiered board would build a more
balanced and positive directive force for the organisation
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O05 Leadership and purpose
©) GrantThornton
05 Leadership and purpose
Strategy and
purpose
recommendations on
jovernance aspects related to:
Executive leaderst
Measurement of performance —
Ml and meeting discipline
Culture
For further points of evic
refer to Appendix 2
Key observations
+ POLis effectively stuck between two seemingly conflicting objectives,
and presently there is no longer term vision or purpose to guide strategic
principles and/or development. Albeit the foundational governance
documents are clear of the need to support a minimum branch network
estate of 11,500 sites although HMG wants POL to become less reliant on
the taxpayer
Accordingly, POL is unable to disregard its social imperative w!
the same time attempting to move forward with its commercial
sustainable initiatives
Strategy design seems to be tied to government funding cycles.
This political backdrop is not conducive to driving much needed
longer-term thinking
Generally, Business Unit level strategy is clear. However, a lack of visibility
of a framework/consistent understanding of ‘trade-offs’ at the centre,
and connectivity across business, leads to a high cost of indecision
Overview of findings
+ POL's public ownership is the founding tenet of its social purpose. To deliver
on this, DBT has stipulated a number of principal objectives of POL which
are set out under the Shareholder Relationship Framework. These objectives
of POL are:
= to maintain a network of post offices beyond its optimal commercial size
as detailed in the Funding Agreement
= A specific minimum branch threshold of 11,500 is specified by the
Secretary of State in the Funding Agreement
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— in so doing, meet the minimum access requirements specified for this
network of post offices as detailed in the Funding Agreement
provide this network of post offices to make available the services of
public economic interest (SPE!) detailed in the Funding Agreement
(essentially this is about maintaining the branch network in accordance
with certain access requirements to provide an appropriate level of
service to the public)
Future government funding is uncertain, so planning in the current
environment is extremely difficult. Significant efforts go into reprioritisation
within POL, wasting capital in the process (both financial and intellectual).
As an example, there is an agreed programme to shut down c.100 directly
owned branches with an annual cost-saving once complete of c.£25 million
per annum. We understand this programme has been stopped and started
c.lt times, where each time close to execution, funds have been
re-orientated to support a different project, with no ability to challenge
the rationale in the absence of a strategic framework
Ultimately, POL is stuck between maintaining the sub-optimal
network/social purpose and developing its commercial side. Becoming a
leaner, more efficient operation and building the Post Office of the future to
meet people's needs (more digital) in the coming decades, whilst becoming
more appealing as a franchise operator are all part of the vision. There is a
need to invest to reduce costs in any scenario, which HMG is perceived as
presently unwilling to consider on a strategic bas
This is a fundamental obstacle to the efficient and effective running of the
business, and one that needs resolving. Although POL can take steps to
improve its governance and become more efficient, real progress towards
the business optimising its commercial platform can only be achieved with
Shareholder agreement to a new set of objectives.
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05 Leadership and purpose
Strategy and purpose (continued)
Any change to the governance architecture at Board needs to be done with reference to the longer-term purpose,
vision and ultimately a defined strategy
Actions
+ Management and the Board need to unlock the current paralysis by agreeing strategic
design principles to put forward to the Shareholder to enable discussion
+ Any plan needs to consider a longer-term vision (and be de-coupled from the funding cycle,
which it should inform) highlighting the opportunities and areas where there may potentially
be market failure to demonstrate the longer-term ambition and purpose of the organisation
e GrantThornton Gronthomen ©20@% I 31
05 Leadership and purpose
Leadership — Board
Board leadership
Key observations
* The paralysis around being able to progress strategy design
principles needs to be unlocked and the query around how Board
Leadership is driving Executive accountability remains, given the
absence of being able to observe a Board meeting
Chairs’ need to be disciplined in meet
ng time management
and follow-up feedback loops around resolution of actions
(os per interviews and minutes)
The Board is currently without a Chair and is relatively new in it
formation. In the absence of a long serving corporate memory,
care needs to be taken in setting the agenda to debate and
s thoroughly, and deliberately follow up on actions
and feedback
Future composition needs to be addressed with urgency, with two
to three members potential
rotating off this year ~ due
consideration to corporate memory needed
of the two Postmaster NEDs has been beneficial
k is working in an upward direction only
The introductio
however, feedbc
* More informal forms of engagement are seen as beneficial by
many Board members so as to improve the effectiveness of formal
meetings. That sai
additions to the Board have improved
the diversity of discussion and outputs
Concerns raised about the lack of visibility for non-Committee
members of Committee minutes has now been addressed
The Board value executive pre-briefing sessions as they feel it
provides time for more unstructured dialogue, and thereafter
more effective outcomes in meetings (interviews)
© GrantThornton
Overview of finding
The Board is relatively new. Aside from the Group CFO (who is
currently absent), who joined in 2015, and the CEO who joined ir
9, the two Postmaster N
members joining the Board in
s and the SID are tl
2021. Two other mem
joining in 202:
longest serving
ers joined in
2022, with the remaining four membs
The Board is therefore still learning about one another and how to
Nevertheless
there is always scope for improvement, in their di
the Dire
in an effective mann
work effectively togethe whilst acknowledging that
issions with us,
rs all considered that the Board is working well together
rand overall is ‘fit for purpo
Anecdotally, we also note from interviews that the current Board
comprises more seasoned and mature individuals who, despite
being relatively new as a group, evidence a better level of scrutiny,
questioning, and challenge. These skills are leading to better
discussions and more effective outcomes. We have not been
permitted t
ent comment furthe
observe a meeting of the Board and so we cannot
at pre
Attendance is also g
good; 100
exception of the CFO
during this year with the sole
We have concerns over the future make-up of the Board in the
if sition and the basic
lace. We
Composition, Su
ight of recent and future changes to its come
level of succession planning and skills mapping
comment on this further in Section 7
and Evaluation
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Although the Board is working toge
her well, discussions and
papers are not always strategic enough and little in the way of
follow-up has been seen on strategic plans. Equally agendas and
timings are not always strictly adhered to, and meetings, from
interim feedback received, are not always viewed as productive
Whilst the Board meets annually for a dedicated strategy session,
it is probably understandable that we have received feedback that
these sessions have not bee
particularly productive, with general
discussions on possible ways forward which are not worked up
sufficient
As a result, the business tends to revert to more day-to-day
activities, and the ideas put forward are not further developed
sufficiently, for the strategy to move forward
We do que
term strategy to the Sharehc
the lack of pace around putting forward a longer
ider given the guidance in thi
ational governance documents. This would help to crystallise
the Shareholder’s thoughts on the longer-term purpose
Whilst this is a difficu
trategy days are used to develop ideas to be put f
position for POL,
we recommend that
ward to DBT
at an appropriate time as outlined above sals car
These pror
then be explored and worked up into more rounded proposals that
look 5-10 years ahead
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Leadership — Board
(continued)
+ The introduction of Postmaster NEDs to the Board in 2021 has proved successful and
given the Board valuable insight into the experience of Postmasters across the UK
branch network. This includes a much greater understanding of their issues. Whilst this
has provided valuable upward feedback, it does not appear to us that the benefit has
been realised of providing feedback in the opposite direction. NEDs do not, for example,
present back to the Postmaster community, sharing talking points or insights. This seems
to be a missed opportunity. At Postmaster conferences the Board receives feedback from
Postmasters and the CEO presents his view, but again there are not seen to be forums
at these events for the Postmaster NEDs to communicate with the Postmasters.
We recommend that consideration is given to ways in which the Postmaster NED
role could be developed to be more effective in future
Actions - Leadership by the Board
Discuss at Board what can practically be achieved over the next 6-12 months
under the stewardship of the Interim Chair. Ensure any priorities are communicated
within POL
Consider a regular cadence of more informal get-togethers to allow for unstructured
discussion and building of trust
Meeting discipline, stick to agenda timings and/or review meeting cadence
Feedback loops on strategic progress between SEG and Board to be improved (and
captured); and
Review the role of the Postmaster NEDs and consider how their corporate memory can
be leveraged ie, the role they can play in being ambassadorial champions at Board,
and within the wider organisation
e GrantThornton GrontThomon © 200 I 33
05 Leadership and purpose
Foundational governance documents
Key observations
The Board needs to establish how the Shareholder position is to
be reset and ensure, as best as possible, foundational governance
documents are amended to drive clarity (whether on an interim
or longer-term basis) on areas of POL’s authority (or not) and
‘communication channels
Overview of findings
Reporting obligations and matters requiring the consent of the
Shareholder are set out in various foundational governance
documents which also connect to wider guidance such as the
UK Code and Managing Public Monies
The principal requirements (in terms of ongoing engagement)
contained in the foundational governance documents are, in
summary, an obligation to provide a quarterly performance update,
proactively endeavouring to share information on key strategic or
policy issues, to share details of ‘Relevant issues’, as defined, and to
seek Shareholder approval when required (for Board appointments,
funding, etc)
e GrantThornton
Currently, however, there is almost continuous dialogue between
POL and UKGI/DBT, both in terms of POL responding to requests
from UKGI/DBT for information/clarification on various matters,
and POL asking for advice, guidance and operational approvals.
These habits appear to have developed over time and partly arise
from POL cultural and capability issues. They are also a result of
the heightened oversight in response to the pressure to resolve
historic issues. Without the clarity to achieve the practical
application of certain guidance set within the foundational
governance documents in terms of what is within/or not within
POL's authority on certain operational transactions this is set
to continue
To move forward, we consider that both POL and the Shareholder
should make efforts to reduce the day-to-day interaction and
become more ‘arm's length’, as currently this is introducing
unnecessary bottlenecks in the system and impairing decision
making. The strategic aims should be clear, subject to POL and
DBT coming to the necessary agreements, and POL should be
empowered to get on with running the business, subject to any
specific priorities the DBT wishes the Company to address, and
which are set out in the Shareholder’s annual letter to the
POL Chairman
Equally the current funding cycles (between one and three years)
are restrictive for providing clarity regarding long-term business
planning. The last statement of Government policy for the
Company is more than ten years old and this policy urgently
needs to be renegotiated and updated (when appetite prevails)
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Actions — Foundational governance documents with
the Shareholder
+ Board to agree appetite and principles around alternative
interim governance arrangements such as shifting to having
‘observer roles on the Board
Review impact of any alternative arrangements on the
foundational governance documentation to provide clarity
Any rework of the foundational documents need to, through
the Shareholder Framework Document, work towards reducing
the interaction between the Board and Shareholder for
operational matters (and/or provide clarity as to what is not
within POLs authority), so confirming in practical terms what
is required
Annual and three-yearly budgeting cycles are not supportive
of the major, long-lasting investment schemes needed for the
successful delivery of strategic priorities and the sustainable
transformation of POL. An overarching, rolling five-to-ten-year
funding facility with the one-to-three-year budgeting cycles
feeding into this framework, would enable the clarity required
for such a long-term plan
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05 Leadership and purpose
Executive leadership
Executive Leadership
Key observations Overview of finding Points of note from survey and comments made to Grant
+ SEG needs to pull together as one mutually trusting collective, + Although time is needed for the SEG to build the collective Thornton during interviews
of performance. An Implementation Cor
nittee could help by collaborative ways of working, the team also needs to pull together various individuals o
ng in isolation, betraying confidences, and
providing focus to the business transformation that needs to take as one mutually trusting c
(Refer comments in Section 6)
tive, driving
arity and
ing unified openly criticising each other, not calling out negative behaviours,
plac
culturally aligned measures of performance falllor Wileh ad led tolaiicek ot tiie
The direction of travel in moving towards a more simplistic Streamlining the organisational structure to a simpler hierarchy
The inability of the GE to unify around decisions meant that
requirements s a big step in the right direction. Historically, layers or processe: the Board was being used as a forum to find agreem
and accountabilities should be reviewed and communicated to iad Sotto ieee bean cia archnd the eTcERnd fOneton
decision-making structure is appropriate. Protos
+ Eff
to maintain «
Sy toccteey wer oa sea) ive internal communications are particularly important
optimise and support this change whereas in reality, the organisation nes
around capability, organisational structure, and the lack of ployee engagement and trust. Comments made
* Decision makir
decision criteria and reporting are ambiguous,
that internal communications are treated/prepared in a similar
h clarity in roles and accountability. Base information requirements,
creating significant risks in resource utilisation. At such a accountabilities, monitoring/reporting and communicatio manner to external communications ~ with a “political” remit and
sensitive time, effective internal c
are paramount tone of voice, lead toa
protocols should be agreed and communicated, with a focus ick of authenticity and trust. Feedback
between th nd the Board, as well as between SEG and the
need to be trusted with more and
on those forums that have the highest strategic importance suggested that colleag\
richer information
iven the level of noise surrounding POL, the SEG needs to
ity,
focus, retention, and meeting discipline all need to be addressed
+ Concerns around the executive leadership remain ~ cape
to working more effectively as a cohesive leadership unit. The SEG high regard
hould be role-modelling the “to be” desired culture and behaviours
n concerns however about Executive leadership
well as CEO focus and
and high-perf ment team. It hi
e ability to build out a stable
‘ming mana bee
some members of the leadership direct activities
‘own interests or drive their own c
yenda, which is frustrating a
y to the business
GE discu
with some bearing the role of “educator”
sions are not useful and suffer from a lack of insights,
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05 Leadership and purpose
Executive leadership
(continued)
Actions — Leadership of the Executive
+ SEG to be intentional about how it is perceived as a cohesive leadership group.
Agree high level cultural principles that they can coalesce around as a team and
role model to the wider organisation (and hold each other to account)
Consider outlining a high-level communication plan with the business
The newly-formed SEG needs to think through a communications plan to signal their
intent of a wider organisational reset for people and stakeholders
— Start to build up thematic milestones that bring people on the journey, These can
consist of three phases: Reset ~ re-establish principles, culture and tone from the
top, Rebuild - the internal hierarchy, communications and cross-functional ways
of working, then Reboot - with a longer-term vision with stakeholders. The purpose
is for leaders to move the organisation through stages of decreasing dependence
into stages of increasing collaboration, empowerment and independence, set
within clear governance and cultural norms
Ensure any terminology in updated roles, responsibilities etc does not create confusion
with the foundational governance documents, such as the use of the term “Executive”
e GrantThornton Crt homtn © 200g” 36
05 Leadership and purpose
Measurement of performance
MI, minutes, agendas
Key observations
Rolling agendas, until recently were not sufficiently structured
to include a balance of forward-looking discussion
MI, whilst improving, is inconsistent in quality, voluminous and not
in a format that is effective in supporting Board or GE decisions.
Mi needs to be synthesised to pull out what is important from
the data
Throughout a review of minutes at Board level over the last
12 months it was noted that there was a lack of clarity as to
whether actions had been resolved or removed because of inaction.
We understand from interviews this is prevalent within the central
function as well. We do note, however, that this has improved more
recently with the updates on actions as provided for in the Matters
Arising Schedule.
Overview of findings
+ We have reviewed most of the papers, Management Information,
‘agendas and minutes of the Board and Committees for the period
between September 2022 to December 2023
Whilst interviews indicate the quality of Board papers is improving,
it remains voluminous with little in the way of insights. We consider
MIis still not supporting effective decision-making in the way that
it should. From commentary in interviews, points were made that
in the absence of strategy, Mlis often presented in a way that
prioritises each author's personal agenda
e GrantThornton
Equally there are still instances of papers being submitted late,
being overly long, poorly prepared, not presented by the person
who prepared it, not including specific recommended conclusions
cor guidance, and often containing limited metrics by which
outcomes can be judged. There are exceptions, for example some
of the retail and/or the monthly financial reports. We understand
that the revised finance report has gone down well with the Board
which was unsatisfied with the previous version, although it is
unclear as to why this matter was not previously raised and
dealt with
We also observed that a significant proportion of the information
presented to the Board is operational in nature. When we probed
the reasons for this in interviews, it appears to be twofold, either
= a tendency for management below Board level to defer making
decisions on matters which are technically within their scope of
responsibility. The propensity is to push decisions up the line,
frustrating authors who have spent time preparing insights
= @ duplication of the same information going into multiple
sources with authors unclear as to purpose
Whilst this may be appropriate in limited circumstances, this
seems to have become normal practice. The result is that the
Board is not having the proper discussions that it should have
around the themes that drive the commercial success of the
business. We comment further on this practice below
under ‘culture’
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We also received comments in interviews regarding a lack of clarity
on assigned actions out of Board/GE meetings, where assignees
re not informed in a timely manner. We understand that GE/ SEG
actions are now distributed on a weekly basis and Board and
Committee meeting actions are distributed usually within 1 week or
2 weeks maximum for Board actions so these initiatives will
hopefully serve to resolve the issue.
Minutes of meetings are considered to reflect the substance of
discussions and decisions are taken accurately. They tend to be
drafted in a narrative style, recording comments made at some
length, rather than concentrating on decisions taken. Opinions on
the style varied amongst the individuals that we interviewed, but
this is more a matter of individual preference rather than good
practice. If the Board is satisfied that the minutes are accurate,
we would not recommend any change
We understand that committee papers and minutes (with the
exception of those pertaining to Rem Co) are now available to all
Board members as several of the NEDs previously found that the
information coming to the Board gave a limited view of matters
across the business
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05 Leadership and purpose
Measurement of performance
(continued)
OONEEREGE
Actions — measurement of performance
+ Simplify, centralise and streamline papers, reporting and dashboards and key
metrics ~ ‘less is more.’
Also ensure
+ that actions assigned from the Board, SEG and other key forums are communicated
on a timely basis to those not in the respective meetings
the Board is provided with higher-quality papers with analysis, conclusions, and
recommendations. Recommend dashboards are considered for all which
measure/illustrate impact across a series of financial and non-financial measures
Papers are presented by the person who prepared them and provide specific
recommended conclusions with accountabilities for action points that are followed
up and acted upon
guidance is given to those responsible for the preparation of Board papers on ways
to make them more rigorous and more strategic
the Board/Executive makes it clear when papers are being prepared in a way which
does not meet its needs and where and what changes are required
training of paper writers is provided on how to write good executive summaries and
emphasise the importance of reliable information
e GrantThornton
05 Leadership and purpose
Culture
Key observations
There is a pervasive culture throughout the organisation
whereby individuals are reluctant to make decisions. This is
thought to be due to fear of getting things wrong, the extreme
public scrutiny, lack of clear accountability and management
of underperformance. There is also an acute interest and
‘over-reliance, and even at times, a governance requirement for
Shareholder input both on historical matters, BaU and strategy
It is unclear at Board level who owns the people agenda
There is no recognised culture dashboard which seeks to either
frame or monitor the culture
The untimely agreement of reward structures continues to
impact clarity around prioritisation, performance management
and motivation
Overview
The pervasive culture throughout the organisation whereby
individuals are reluctant to take decisions was clearly stated to
us by virtually all interviewees, both at Board level and below. This
has a detrimental effect on the effective working of the business.
The reasons for this and the effects of it are varied but include:
the extreme pressure that the Company is under. POL is in fire-
fighting mode dealing with legacy issues as well as the inquiry
developments. This is coupled with hostile media coverage and
Government distrust, leading to micro-management. This micro-
management is counter-productive (although understandable)
and is engendering a siege mentality, which is sucking up
resources and inhibiting positive action
ro] GrantThornton
there is a culture of fear of getting it wrong, so it is easier to put
decisions aside if the accountability is not absolutely clear and
followed through. Driving this is an intense amount of public, media
and Shareholder scrutiny, as well as potential FO! requests.
Overall, there is so much external pressure to not ‘mess up’ again,
that it is paralyzing activities in the organisation
in some cases, accountabilities are not as clear as they should be
to counteract the above inherent weaknesses, both at an individual
level, and in relation to committees and other management forums.
There is also no universally understood RACI matrix to fall back on
to unlock this
there is also a capability issue. This is material because it leads to
making processes overly complex. Due to the present intrusive
nature of the shareholder's oversight, many decisions go up to
government, which is seen as very slow. People become immune to
making decisions because of the number of people overseeing,
considering and deciding. A reluctance to take responsibility means
that operational decision making gets pushed up to the CEO or
‘other GE members, taking valuable time away from their day jobs
and, for the CEO, tying him down in operational decision-making
when he should be leading
issues around the governance and delivery of the NBIT programme.
The successful delivery of this programme is critical to restoring
credibility with Postmasters. It also underpins the ability to
undertake future thorough internal investigations. Whilst this is not
directly within the scope of our work, interviewees proactively
mentioned that this is mired in delays and cost overruns, bringing
into question the credibility of MI
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+ the interviews and surveys reveal that individuals are not generally
held to account for underperformance. Feedback indicates this
may be due to risk aversion around managing people out of the
organisation and associated implications. Others opined that
the uncertainty around funding resulted in prioritisation/
de-prioritisation of projects at short notice dependant on funding
evailability, was also to blame. Discussions with interviewees
indicate that the necessary people policies and processes are in
place to conduct effective appraisals - itis largely down to
culture. Sanctions for non-adherence to policies (the policies
themselves are good) is difficult because of the cultural ambiguity
and the perceived behaviours being widespread amongst the
leadership team
Exacerbating this is a prevailing risk averse attitude from the Board,
and combined with the above, people at POL are nervous to put
forward more risky/commercially courageous options because they
feel the Board will throw them out immediately. This is reflected in low
scoring employee survey results around areas of trust/engagement
/oeing empowered in their roles. Board risk appetite permeates so
much of what happens in the organisation that it becomes a self-
reinforcing cycle.
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05 Leadership and purpose
Culture (continued)
Actions - culture
* Clarify responsibility for the wider people agenda at Board level and amend the
Board ToR to encompass people issues (refer division of responsibilities Section [6]
for further details)
SEG to agree a set of cultural design principles they want to start to role mode!
and uphold as a leadership team
Develop and implement a culture dashboard to frame cultural expectations, and
against which to monitor the culture. In this regard we now understand that a draft
has already been developed and discussed at GE in late 2023. This will be reported to
SEG every two months, starting in March 24, and to the Board every 6 months.
Consider a refresh of Company values to enable a change of culture and ensure
this is underpinned by performance management
Ensure a clear RAC! system to clarify individuals’ responsibilities and accompany
this by an increased focus on performance management
Consider a communication plan which simply sets out thematic key milestones of
the journey of POL and signals the purpose of the recent change at SEG
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06 Division of
responsibilities
© GrantThornton
6 Division of responsibiliti
Accountability
ings and
mak mance
aspects related to:
* Board accountability
effectiveness
For further points of evidence, refer tc
Appendix 2.
(©) GrantThornton
Board accountability
Key observations/actions
Board division of responsibilities are largely in line with the UK Code
and good practice, other than ownership of the broader People
agenda (in terms of culture, DEI etc) being more explicit in ToR
— There may be merit at a future date in splitting Risk out from the
‘Audit and Risk Committee to elevate the second line to better
support and oversee cultural transformation. However, there is
limited capacity at present. Refer to Section 8 for further details
Consider whether Rem Co and Nom Co are delivering against
their respective ToRs and agreed how any gaps can be address
by review DoA, capacity, agenda, meeting timings etc. We
‘appreciate the work of these Committees has been impacted by
the absence of a CPO until Autumn 2023 (refer to further
comments in Section 7)
Attention is needed to ensure that sufficient visibility/cadence of
information is flowing from Subsidiaries up to the POL Board. This
includes connectivity between the Board and Committee Chairs
with Subsidiary peers (there were varying views on visibility coming
from interviews). We understand this routinely happens at Audit
Committee level. Refer Appendix [4] for further comment
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Executive accountability
Key observation
From our findings we consider the GE does not operate effectively
a8 a decision-making group and is poorly supported. This is due to
several issues
— the vast number of matters brought to it for decision
— large number of individuals reporting directly and indirectly into
the CEO (currently being addressed)
low-level delegated authorities that limit decision-making; and
— an understandable level of risk aversion, leading to semi-
paralysis and a general avoidance of decision-making, which is
also impacting performance management. Given the public
scrutiny and government ownership dimension, there seems an
organisational reluctance to manage underperformance
Communication and clarity on new roles is key going forward. As
an example, from interviews (including Board members ) many
were not clear as to the role and remit of the Deputy CEO beyond
providing the CEO with further capacity
GrontThomton © 202 I 42
06 Division of responsibilities
Accountability (continued)
Overview of findings
The existing POL governance structure is extensive with numerous
levels of committee constructs. The vast number of committees
lead to an “untidy house” where proper recordkeeping, (the
corporate memory) and decision-making mechanisms and
‘opportunities, (the corporate brain), are not working together
to deliver the purpose. This complex decision-making framework
clouds accountability leading to a lack of effectiveness and
transparency in decision making
A simplified decision-making structure would facilitate
effectiveness and, accountability, as well as speeding up the
decision-making process. This is recognised by the SEG who
is currently in the process of redesigning the decision-making
structure. We highlight these actions on the following page
The POL leadership team (in December 2023) composed of:
— The Group Executive (GE), a group of 12 individuals who report
into the CEO
= The LT, also known as the GE-1 who comprise the direct reports
of the GE, and other senior executives
The LT met monthly for the communication of board and GE
decisions and wider decision-making
This group had comprised of 100+ individuals, which is now being
reduced to roughly a quarter of the size
e GrantThornton
+ The GE's ToR, which again are being reviewed, state that its
purpose is to assist the CEO in strategy development and
implementation, operational and financial performance
monitoring, assessment and control of risk, ete, with the GE
functioning as a forum for discussion, decision-making and
problem solving. The GE met once a week for this purpose
and LT met monthly for the full day
‘The GE is then further supported by 12 sub-committees
According to most survey respondents and interviewees, some
key points of note relating to the effectiveness of the construct
above include:
* Attendance at LT meetings is relatively low
Across the LT forums and committees some individuals reported
that despite lengthy deliberations, there is limited challenge or
value added to the matters, leading to a belief that there is limited
understanding This is despite papers being provided beforehand,
and/or little need to put effort into papers in the absence of
decisions being made
There is duplication of papers across decision-making groups
which can sometimes appear to take decisions on the same matter
twice. We found specific mentions of this happening between RCC
and ARC and RCC and Retail Committees
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The effectiveness of certain working groups is not clear. For
example, the Improvement Delivery Group (IDG) does not have
metrics or key performance indicators to measure or evidence its
effectiveness in terms of impact.
Authority of committees is not clear. IDG was given as an example
where it appears to be a body that largely hears and collates
actions/information rather than take decisions
Committees/forums within the LT generally act as stage gates with
anything of significance going to GE. This means items are
debated and heard twice for approval
MI and sub-committee (Sub Co) reporting is falling short of desired
levels leading to generally unsupported decision making
As highlighted, numerous comments to the effect that a risk-
averse environment has emerged amid fears of making decisions
that should ordinarily fall within their roles. The inquiry is generally
causing nervousness and is leading to an avoidance of
accountability. This avoidance of accountability and risk-taking
is leading to a higher level of input being required from legal
colleagues, and it is the legal function therefore, that is driving
decisions in some cases
GrontThomton © 202 I 43
06 Division of responsibilities
Accountability (continued)
e GrantThornton
Overview of findings (continued)
Meeting discipline in terms of capturing actions and providing
an audit trail around resolution (or not) varies across forums
and committees
In certain cases, individuals are willing and able to take decisions,
but are prevented from doing so by low delegated authority levels.
For example, ‘spend’ approvals for transactions on operating
expenses at Executive level is £5 million. An organisation with the
size and complexity of POL’s operations would routinely engage
in transactions far in excess of this amount. This is resulting ina
proliferation of comparatively minor decisions being escalated
to the board
With Postmasters, we understand there to be over 80 varying
franchise agreements. We understand there is a desire to
synthesise these, as they are considered to present a risk.
We are aware that changes in Management reporting lines are
underway, however during our investigations we were informed
that in addition to the CEO's direct reports, other executives also
report to him on matters which they should be deciding on at their
level. As well as an excessive number of direct reports, he is also
making unnecessary decisions on operational matters
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Work in flight
+ Proposals to reduce the direct reporting individuals into the CEO to
seven have been implemented and this group will form the nucleus
of the Executive leadership team to be known as the Strategic
Executive Group (SEG)
Further proposed changes include the slimming down of the wider
leadership team or LT from over 100 individuals to a group of
20-25, and the overhaul of Sub Cos and working groups
We are informed that the full leadership team and the refreshed
GE sub-committees will be announced in late March 2024.
We consider that these arrangements are satisfactory and will
improve governance at POL
We are also encouraged by the approach namely, to design the
Committee requirements, purpose and roles ahead of identifying
the individuals, which will be done based on skills and experience
for the role and not necessarily on seniority
As part of this process all ToR, DoA’s at the GE and GE-1 level will
be reviewed
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06 Division of responsibilities
Accountability (continued)
e GrantThornton
Actions — Executive accountability structures
Continue with
the streamlining of direct reports and associated DoA/ToR
except for risk, which we feel should be elevated to reporting
directly into the CEO (refer Section 8 for further discussion).
Illustrative diagram provided on page 47
the streamlining of GE sub-committees ensuring thei
responsibilities are mapped out to identify gaps and overlaps,
«as well as to ensure synergy. Support for adequate board
paper preparation should be provided where needed. Refer to
page 46 for illustrative diagram
Consider the merits of an (interim) Implementation Committee
or repurposing the IDG to spearhead the reform effort
= This Implementation Committee should include no more
than six individuals from the Leadership Team who are fully
convinced and committed to the pressing requirement for
such fundamental reform
i
They should have a willingness to champion these changes
publicly and be clear how each element complements one
‘another and contributes to the whole
The Implementation Committee to be led by an independent
chair (i.e. a INED from the Board) with appropriate
transformation expertise, and include a combination of the
Deputy CEO, relevant LT members
= The Implementation Committee to be supported by a highly
capable and experienced project team (in our view led by
the current Chief of Staff) to manage the various
dimensions of reform implementation. The committee's aim
will be to anticipate, manage and resolve, in a rigorous and
dispassionate manner, the intricate technical,
organisational and political issues that will inevitably arise
— The committee could then act as a challenge to the strategy
design being led by the SEG and in the interim, act as the
oversight for a number of the current GE transformation
committees, ensuring a company narrative is created
around trade-offs
Review the DoA spend approvals to drive relevant decisions
being taken at the appropriate levels thereby managing and
reducing the frequency of simple matters escalated to board
Communication will be critical in terms of supporting this
transformation to ensure governance is rebranded and the
case for change understood. We comment on this further in
Section 4 related to Executive leadership
GrontThomton © 2024 I
45
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06 Division of responsibilities
Proposed Two-tier Board structure
Executive Team:
CEO, CFO, Deputy CEO,
CTO, CPO, ©20, Support:
CoStaft
; NBIT
Historical Matters Culture Risk and pp ohana (Strategic Platform Paci Transformation
Funding Meeting Coalition Compliance Melihaiabe) Modernisation Daery OFsu Board
Committee) v P
Inquiry Steerin Fost office pension Technol \ it
ary 9 Plan Governance Data Governance ‘red erovetiers
Committee onus Committee Delivery Group
Health and Safety
Key highlight new roles/committees to be considered
Proposed non-GE level committees
Jon
(©) GrantThornton : 6
06 Division of responsibilities
Proposed further simplified
executive reporting structure
This side dealing with culture, firefighting,
noise and historic issues - can be rejigged
depending on remit of CFO/CPO etc.
EA
Philippa Hank’
—
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This side dealing with sustainability,
strategy implementation, providing
focus on forward looking BaU, and
subsidiary matters
Chief of Staff
Chrysanthy Pispini
Public Inquiry Director
Diane Wills
Remediation Unit
Director =
Simon Recaldin
Group Corporate
Affairs, Communication
& Brand Director
Richard Taylor
) Grant Thornton
Interim CFO
Kathryn Sherratt
Group General Counsel
Ben Foat
(Deputy CEO
Owen Woodley)
Strategy and
Transformation Director
Tim Melnnes.
Group Chief Retail
Officer an
Martin Roberts
Reporting from
subsidiaries
cto
Chris Brocklesby
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07 Composition, succession
and evaluation
© GrantThornton
7 Composition succession and evaluation
Composition,
succession and
evaluation
In this sec ore th
) ings and
make recommendations
rnance
aspects related to:
Composition of the Board
Composition of the Executive and LT
n planning
Performance management
For further points of evidence, refer to
Appendix 2.
(©) GrantThornton
Composition of the Board
Key observations
Over the last 15 months, the Board has experienced eight role
changes including two new Chairs. That said some obvious
skills gaps remain — as well as a lack of diversity
The very recent departure of the Chairman, the imminent rotations
of INEDs (and Postmaster NEDs) and the long-term absence of the
CFO, make for a perceived weak directive and decision-making /
oversight body. Corporate memory needs to be carefully managed
The Board along with the Shareholder need to consider a response
to the NFSP statement, released 19 January 2024, which queries
the viability of the Postmaster NED role, in addition to raising
concerns around the original selection process
Overview of findings
The Secretary for Business and Trade removed the POL Chairman
with immediate effect. The intention is to appoint an interim Chair
to take on the role pending the search for a permanent successor.
We understand, however, that Ben Tidswell, the present SID, will
chair the Board and Nom Co meetings until a replacement is found,
or until he leaves in July 2024
Further board rotation is imminent alongside this process with
expected departures of two INEDs and the two Postmaster NEDs
within the next 15 months.
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Individually, all board members have significant experience and
expertise both at executive and Board level. Interviews cite that
there is improving diversity of discussion and debate at Board.
However, the Board is still learning how to best work together and
be most effective as the uppermost decision-making and oversight
body of POL. It is usual to “sacrifice” the first 12-18 months to
becoming fully effective
There is, however, a lack of gender diversity within the Board when
compared to best practice. Currently only two members of the
eleven permanent Board positions are held by women
Itis of paramount importance to urgently recruit new board
members with appropriate skills, experience, and who will ‘fit in’
to the current Board, a task that will be made significantly more
difficult by the current negative public perceptions surrounding
the Company's probity, Clearly the identification of a Chair is
key to informing further recruitments
It appears ill-thought through that both Postmaster NEDs are
due to leave at the same time, having only served one term of
three years. That POL did not anticipate this issue in terms of
corporate memory until recently points to the poor succession
planning. No thought appears to have been given to transfer of
knowledge/roll over with both rotating off at the same time.
There is no transparency as to formally how this is going to be
dealt with beyond, we are aware, of a recent decision that "one"
will be extended. However, we have subsequently been advised
that proposals have been put forward for a staggered step-down
process going forward which will be presented to the Shareholder
for approval.
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07 Composition succession and evaluation
Composition — Board (continued)
e GrantThornton
Points of note from surveys and interviews
+ The Board has gaps in experience and skills in technology and
digital transformation at a critical time in its development with the
replacement of the Horizon IT system and concerns around the
delivery and cost. There is also a perceived lack of experience in
dealing with government/Whitehall and the civil service generally
as well as franchise expertise
All cite how much they underestimated the complexity with the
Shareholder in terms of governing the organisation
Many raised the desire for more informal get togethers to build
trust and have unstructured dialogue given the breadth of the
agenda at POL equally alll highlighted an absence of a formal
learning and development programme
The Board does not regularly review its diversity with regards to
background, ethnicity, gender and other minorities; and
There is acknowledgement that the Board is ultimately approved
by the Shareholder which influences its composition
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Actions - Composition of the Board
Succession planning needs to be overhauled and driven
forwards with the design principles of the skills matrices agreed
‘at Nom Co. New and appropriately skilled Board members
need to be recruited urgently with a view to filling skills gaps,
addressing diversity and rotation timings
Given the immaturity of succession planning, Nom Co
membership to potentially be reviewed to include having the
Chairs of all the Committees as members to provide a diverse
perspective on management pipeline
Nom Co to take the lead on addressing the future viability of
the Postmaster role at Board.. With the NFSP also raising
issues around the validity of the original selection process the
Nom Co should seek to establish what corporate memory
exists around this to be able to address any future concerns or
processes
Nom Co to agree design principles for the skills matrices. These
to be mapped urgently to support informing the future “to be”
composition plan
Consider how the Board is going to support the SEG
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07 Composition suc
Composition — Executive
sion and evaluation
Composition of the Executive
Key observations Overview of findings
* Atan individual level, the Executive team is an experienced group + The current Executive team is largely untested and although the + Furthermore, the Deputy CEO has indicated his desire to step
however, history suggests the group is not optimised yet and accumulated competence and experience should be in place, down, which if actioned will leave a significant capability gap as we
working together as it should, Innovation is being stifled and history would suggest that as a group they have struggled to form understand he has been impactful in the current role. As part of the
objectives are misaligned, but we are encouraged that there a «a cohesive team to develop an innovative and sustainable strategy wider recruitment plans a COO should be recruited without delay
fundamental steps being taken to drive different outcomes to build They are without doubt an experienced team of individuals, to enable sible handover period and ensure an avoidance of
leadership capacity and accountability however, without aligned and unifying objectives, the collective is further capability gaps occurring in key positions at both Board
) , in danger of demonstrating little coh
of a (permanent) CFO is causing issues both at Board poorky on te CEO
jon, which in turn reflects and Senior Manag
ment level
The abser
of the Deputy CEO needs to be addressed + The current CEO (and CFO) has been in role somewhat longer than issues’ which have been exacerbated by the historic lack of an
+ Numerous “People issues" within the organization, including the business for an extended period at such a critical time po leadership, confusion (and duplication) of roles and responsibilities,
be Oe cole tila alike Astin 2a teat I right calibre of individual to oversee and si t the anticipatec ‘awareness, and general poor cultural behaviour. Other issues
POL is a huge distraction as well as being an impairment to immediate priorities and a three-year people delivery plan is
successful recruitment. Urgent steps need be taken to avoid gc + There are a number of other (relatively) senior roles which are imminent. We are encouraged that her outline proposals
in the Executive team developing and a COO should be the next currently filled on a contract basis. This is exacerbating the for tackling these issues are focused in the right direction in
recruitment focus lack of corporate memory across the organisation, reducing addressing the gaps. A lesser priority is the lack of any formal
© GrantThornton E
07 Composition succession and evaluation
Composition — Executive
(continued)
Further points of note from interviews and survey
— While new additions have been additive in bringing new, valuable experience, there
has not been enough time to re-build collective competence and ways of working
It is felt that sometimes recruitment is perceived not to routinely be conducted on a
transparent basis with reference to the absence of a framework of skills, competencies
ete and no EDI thought put into interview panels and targets
Capability overall is lacking when it comes to breadth and depth, and increased
expertise and experience in certain areas is needed, such as transformation
management, effective leadership, although recruitment limitations (ie remuneration
and government thresholds/appetite) and reputation recognised as limitations in
this regard
There is limited cross functional working across POL leadership and more needs
to be done to facilitate the building of leadership teams
Actions - Composition of the Executive
+ Amore structured approach to recruitment and senior appointments needs to be
implemented without delay
Push for clarity on CFO role in the SEG
Consider merits of a COO role
Continue with the build out of the skills matrices for leadership, EDI to be integrated
into thinking
Review recruitment process
Learning and development plans to follow
+ Communicate changes and ensure where possible transparency around process
e GrantThornton
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Succession and performance management
Succession planning
e GrantThornton
Key observations
To date succession planning has been poor at POL and there is a
heightened need to drive this forward at pace. The lack of a proper
succession plan for key senior roles (CEO, CFO, etc.) is a growing
risk that is causing wide felt repercussions at Board and at
Executive level
There is too much Board role rotation, and this is impacting the
corporate memory, decision-making and oversight effectiveness
The current lack of transparency around senior appointments is
hampering Board discussions and leading to an erosion of trust.
In addition, a structured approach to internal appointments is
completely lacking and should be implemented without delay
In the survey scoring this is one of the areas identified as
highest priority yet receives the lowest scoring in terms of
effectiveness/impact (red score below against the general
Board benchmark in the third column)
The company’s leadership ond talent management
evaluation and planning ore in good order. Cot Lt tA)
We have a satisfactory succession plan for key roles in the
‘management team, 45 49 6M
The board's contribution to matters concerning management
‘oppointments and development of a diverse pipeline has led 1.8 47-73
to the desired outcomes
‘As highlighted feedback acknowledges concerns around the lack
of proper succession planning - at Board and for key senior
leadership roles as it appears that POL did not anticipate that the
two Postmaster NEDs would be stepping down at the same time.
The lack of awareness of the wider impacts on corporate memory
until most recently, coupled with the lack of formal discussions as
to how this should be addressed, (other than considering one role
to be extended), points to a weak capability in this regard
The lack of succession planning around the key senior leadership
roles of CEO, CFO ete. is causing concern. Succession planning
is a key process in ensuring the organisation can deliver on its
objectives, focusing on the right number of people, with the right
skills being employed in the right roles and at the right ti
Actions - Succession planning
+ Per comments on page 50 Nom Co to oversee immediate
action to start to address issues around skills matrices,
recruitment processes etc that underpin succession plans
In the absence of a strategy Nom Co to agree with the SEG
succession planning design principles
CPO to continue to drive the process with reporting lines
between Board, Nom Co and Rem Co clear in terms of remit of
oversight and support in this area
GrontThomton © 202 I 53
07 Composition succession and evaluation
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Succession and performance management (continued)
Performance management
e GrantThornton
Key observations
Poor organisational culture - very little in the way of performance
management in the business and very little done to tackle poor
performance largely due to culture and clarity on strategic
priorities, roles and responsibilities etc
Related to this, a lack of transparency at Board around senior
level recruitment and appointments
Key development areas highlighted in Board Effectiveness reviews
over the last few years remain a gap today. The Board need to
clearly establish why it has not resolved a number of the issues
outlined both through internal and external reviews
Overview of findings
Internally, there is no structured approach to promotions, no skills
‘or competency frameworks used as a basis with levels set for each
cadre, no set requirements for interview panels and no requirement
for EDI training. Externally, even though senior appointments could
be kept quiet due to valid reasons, such as fears of leaks to the
press, this is still hampering discussions and eroding trust in this
important area
+ Anumber of relatively senior roles which have been filled on a
contract basis rather than by new permanent employees which
has exacerbated the lack of corporate memory across the
organisation, reduced accountability, and increased staff turnover
although we understand this is complicated by the ownership
structure and foundational governance documents
The CPO has all these aspects as immediate priorities. By the end of
February 2024, she aims to articulate a 3-year people delivery plan
which will begin to tackle these issues. We are encouraged by what
we have heard from our discussions with her and consider that her
outline proposals are very much focused in the right direction at this
early stage
Actions ~ performance management
+ We recommend therefore that people skills be reviewed,
and that individuals be placed in their most suitable roles
Policies and processes for people management need to be
enacted purposefully
I 5H
GrontThomton © 202%
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O08 Risk, audit and internal
control environment
© GrantThornton
Risk and control
environment
isk, audit and internal control environment
The conti
structurally
are « >d with governance to have the
confidence that the key financial and non-
financial risks are understood, transparent
and are being appropriately managed to
dri
ve value.
In this section we explore the findings and
make recommendations on governan
Risk policies and pi
Risk appetite, policic
Risk culture
Contre
For further p
ref
iC
er to A\
)) Grant Thornton
Key observations
* POL has relatively well set up risk management process and
associated policies and procedures; however further uplifting
of some of those is required as the risk management
arrangements mature
+ The Central Risk Function needs to be elevated across the business
to gain the necessary prominence so that POL can more effectively
use risk management as part of improved strategic decisions
ARC papers could be significantly improved by introducing a more
concise and data-driven approach of reporting
POL should undertake more pro-active steps in satisfying itself that
it has an effective internal controls framework in operation
Risk Management
+ In our understanding, the central Risk Function of POL has been
on a journey. The Risk Function is resourced with appropriate skills
and experience
In line with our expectation, the central Risk Function has the
overall responsibility to oversee the corporate approach to risk
management as well as defining and implementing risk standards,
policies, procedures and guidance, identifying emerging risks and
trends and producing regular reports to the ARC.
Until recently, the Head of Risk has been reporting to the Director
of Internal Audit and Risk Management. In the course of our review,
POL has undergone executive changes, which have resulted in the
Head of Risk now reporting to the General Counsel. This is because
the firm has rightly identified potential conflicts of interest with the
second line of defence reporting to the third line of defence. This
change also brings the risk function in line with the compliance
functions, which already reports to the General Counsel
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Overall, we consider the decision to move the central Risk Function
out of the remit of the Director of Internal Audit to be appropriate.
However, given recent developments, the exposure the legal
function has with the Inquiry, and a number of ongoing
investigations, POL may want to take the action to re-consider
whether a reporting line into the General Counsel could also
potentially result in a perception of conflicts of interest
This is because the central Risk Function should remain
independent and be able to freely challenge the rest of the
business, including the legal department. In our opinion, it will
be more appropriate if the Head of Risk has a direct reporting
line to the CEO. This will also send a very strong signal to the
business and any other interested parties that POL has given
the risk function the level of prominence it should carry given
current environment
Action - Risk Management
+ Re-visit the newly introduced changes in reporting lines as far
{as the risk function is concerned and consider whether more
‘appropriate line of reporting should be introduced both from
an independence and elevation level
GrontThomton © 202 I 56
08 Risk, audit and internal control environment
Risk and control environment (continued)
Risk policies and procedures
We are satisfied that POL has established an appropriate set of
risk management documentation, including Risk Management
Policy, Risk Management guidelines, Risk Register, Risk appetite
statements for its enterprise risks and associated tolerances
Moreover, we understand that in the last two years, POL has
also introduced a new Governance, Risk and Controls tool,
ServiceNow, to help automate risk reporting. The team has also
been restructured, streamlined to a relatively lean structure of
three with the Head of Risk taking overall responsibility for it.
Further enhancements were also introduced to the
existing documentation
In our view, as the central Risk Function matures, some further
‘enhancements to the risk documentation should be introduced.
For example, some refinement of the roles and responsibilities of
the second line of defence versus the business would be beneficial.
Currently, the Risk Management policy states that the CFO has
the overall responsibility “to ensure that the Post Office actively
monitors and strengthens its approach to risk management and
promotes a consistent risk-intelligent culture”. Further
consideration should be given to the identity of the executive
sponsor of risk management in line with updated reporting lines
Similarly, we consider that the risk management documentation
should more clearly feature the role of the central Risk Function as
providing independent challenge to the business. Both the risk
management policy and risk management guidelines should be
updated to this effect in our view
e GrantThornton
The Risk Management guidelines mentions that Post masters
should be “risk aware” in defining their roles and responsibilities
with regards to risk management. In our opinion, Postmasters
have a critical role to play in ensuring that risks are managed,
similar to the first line of defence, and this should be made clear
within the remit of their responsibilities and all relevant risk
documentation
In addition, the Risk management policy sets out a regular
bi-monthly reporting to the Group Executives, ARC and the Risk
and Compliance committee (RCC). We would typically expect
that the frequency of reporting varies according to the needs of
the stakeholders. For example, we would normally see that
reporting to the ARC is aligned to its meetings’ cadence, reporting
to executive forums is monthly and reporting to individual group
executives is on a weekly basis or as often as they need
The Risk Management guidelines also refers to the Risk glossary
as Risk taxonomy. We consider this incorrect. Usually, risk
taxonomy refers to a system of categorising and organising
risks and it includes the different types of risks that an
organisation faces as opposed to the definitions of the risk
terms used within documentation
Action
+ Amend the Risk Management policy and the Risk Management
guidelines to consider the observations above
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Whilst, given other priorities, we do not consider this action critical
from a timeline perspective, we are of the view that further uplifting
of key risk documentation is required
Risk Appetite, thresholds and tolerances
+ Positively, POL has set up risk appetite statements for each
enterprise risk as identified. These are supplemented by formal
tolerances, which are established using the same definitions as
for the risk appetite. However, it is unclear from the documentation
we have reviewed what process was followed to land with these
tolerances. Furthermore, we understand than no quantitative or
qualitative thresholds were adopted when setting the risk
tolerances. Typically, when risk tolerances are set, we would
expect that risk thresholds, which refer to the specific levels of
risk that will trigger a response or action will also be established
Action — Risk Appetite
+ Once POL has settled on its overall and risk strategies, a more
holistic review should be undertaken to introduce more formal
‘approach as to setting risk appetite, risk tolerances and risk
thresholds. This will bring the organisation in line with industry
practice and will foster more mature risk management process.
This should also be reflected in an updated risk register, which
clearly stipulates what are the risk thresholds that have been
breached so for a risk to be outside risk tolerances,
GrontThomton © 202 I 57
08 Risk, audit and internal control environment
Board ARC Committee
e GrantThornton
Audit, Risk and Compliance Committee (ARC)
We have reviewed the papers, management information and
minutes of the ARC for the period between May 2023 and
November 2023
The agendas we have seen are broadly in line with what we would
expect to be covered in ARC given its remit. We note that they
appear quite full and cover a wide range of issues important to the
business areas and it is unclear to us whether risk matters receive
sufficient airtime and debate outside the formal reporting
In line with our commentary above regarding Board papers, we are
of the view that the ARC papers could be significantly improved.
Whilst reports cover largely the right content and appropriate level
of detail, papers are currently relatively lengthy, contain mainly
narrative text and are supported by little Management Information
We recommend that papers are significantly overhauled in terms
of format and presentation so to ensure that the information is
shared with the committee in a much more digestible and practical
fashion. For example, we would expect that all committee reports
follow a very clear structure, that is the same for all papers to the
extent possible, and they make use of a more concise format that
is easy to understand. Additionally, we would expect that much
more data-driven management information, such as key
performance indicators and metrics, is included as part of the main
body of the report, to support the narrative and provide a more
comprehensive view of the risks and controls. Visual aids such as
graphs, charts, and diagrams are usually used to provide a clear
and concise overview of the risks and controls. This will help the
committee to quickly understand the key points and focus on the
most important areas. In practice, this may be best achieved in
PowerPoint format report as opposed to a traditional word format
report
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Based on our documentation review, minutes appear to capture
the key points raised in the meetings, reflecting the discussion as
occurring and there is clear attribution of comments. Actions and
‘owners are also recorded
We haven't been able to observe an ARC meeting; however,
from what we can see in the minutes there appears to be a good
level of discussion with the Chair ably facilitating the debate.
We noticed that both the Chair and one of the NEDs, Elliot Jacobs,
appear to be providing a significant amount of challenge and ask
pertinent questions
Action - ARC.
+ Papers into ARC need to be significantly overhauled in terms of
format and presentation so to ensure that the information is
shared with the committee in much more digestible and
practical fashion
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08 Risk, audit and internal control environment
Board ARC and Risk and Compliance Committee
+ We noticed that there
relatively high number of regular + From a good governa
s. We acknowledge that this may be the Actions - ARC that t
ce perspective, we would typically expect
attendees of the meetin:
1e papers for ARC are appropriately tailored and while we
result of the wide remit of this committee and
would usually see a lot of granular MI and risk reporting in the
RCI ds of the ARC.
We acknowledge that papers take significant executive time and
therefore producing regularly two sets of those requires a high
+ POL should give a due consideration to splitting the ARC and
look to appoint new non-executive directors with specific risk
skills and experience. Whilst some of the current Board
Directors come with a strong operational risk profile, we
consider that further risk expertise will significantly benefit the
executives across allt! is information should be elevated for the
raised this matter with key stakeholders, we did not get the
impression that this is in any way obstructing the meeting, albeit
jonal distraction
some comments about oc f the conversation effort, but it is ir t that the data c
minimum is bespoke
were made. Nevertheless, we are of the view that as and wher each committee. This would normally also drive a different type
Board and respective committees. Separating the Audit and
Risk Committee will also allow for more focused discussion and
should lead to a deeper understanding of the risks and controls + Be
However, we were told in interviews that executives will benefit within areas expectations, the conversation is focused on ris
from more technical risk questions and input from the non
more fundamental of conversation
changes are introduced to the ARC, the list
of regular attendees should also be re-considered
sed on the minutes, we can see that, in line with our
it operatior
level although we were not able to establish whether a moi
Furthermore, each committee can be held accountable for its
specific area of responsibility so that ther
transparency and better decision-making
executives. As we have not observed an ARC detailed debated around specific KRIs, related root causes and risk
appetite occurs at this meeting
neeting, it is unclear
to us whether this is because there is not sufficient time for
discussion that
4, with regards to risk issues,
or this is reflective of the imilar to our observations on the ARC, there appear to be a high
pability and skillset of the committee
er of members and attendees at the RCC, approximately 15,
at present
with additional attendees invite for c
ain items, In our experience,
have raised the matter of potentially splitting the Audit this large number of attendees does not necessarily facilitate a
Risk and Compliance committee with Directors and other key Risk and Compliance Committee (RCC) focused conversation and efficient decision-making process
stakeholders so to free time for more focused discussions covering
either audit or risk. Our understanding is that currently non: * We have seen a sample of minutes of the RCC that were shared
executive directors are relatively stretched so to be able to with the ARC, but we have not had sight of the packs for these Action - RCC
populate one more Board committee will be difficult. Based on meetings. Our understanding is that the papers for the RCC
way from joint broadly duplicate those of the ARC
+ We would expect that the Head of Risk / CRO and Head of
with the exception of cases
a Compliance co- chair the committee given these functions are
our experience, the industry has largely moved c
Audit and Risk committees and the current trend is for those to be that certain papers are to be re-worke pe
SS = paar Rabe A ire lb lead kot at the heart of managing risks and carry the responsibility for
run separately. Whilst this may not be the most pressing matter bm >, or when ARC has requeste Gaictcaaitn:
for POL at nt, we consider that this should be addressed as a special report wi aa alla
part of a next wave of governance changes, and as the make-up
of the Board is further reviewed
) GrantThornton 99
we
G
\
08 Risk, audit and internal control environment
Risk Culture
e GrantThornton
Everyone we spoke to shares a view that more needs to be done
in POL with regards to risk culture. This tallies with the results from
the survey, where the firm has scored lower than the industry
benchmark on matters related to risk
Both survey responses and interviews crystallised two main issues
with risk culture ~ on one hand the organisation is very risk-averse,
which is seen across all layers of risk governance, and on the other
hand, the level of importance attributed to risk management is
insufficient, which also appears to be common for all grades,
including the top executive layer
This is also reflected in the relatively conservative risk appetite
and tolerances that have been set up for all risks; this ultimately
has resulted in risks being reported outside of appetite on a
continuous basis. A lot of those risks have also remained as
reported “red” due to the lack of funding to address the underlying
issues, resulting in an unsatisfactory overall risk reporting picture
and raising concerns about the effectiveness of POL's risk
management practices
In our view, all of the evidence we have seen is a strong indicator
of an immature risk culture. Positively, the firm recognises that,
and key stakeholders have expressed a willingness to work on that,
part of which should be addressed by the wider culture programme
under “Project Ethos”
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Actions — Risk Culture
+ Undertake substantial risk management training across all
levels of the organisation; most importantly, GE should set
the tone from the top and give much more prominence to
risk management while executing their daily responsibilities.
We understand that they all receive individual risk reporting
concerning their areas and this should be used as a key driver
for decision-making
The role of the central Risk Function should be elevated to
gage much more prominence across the business, and this,
move should be led by the CEO to highlight the importance
of risk when making improved strategic decisions as well as
in identifying and seizing opportunities and optimising the
use of capital
More fundamentally, we would expect that once POL’s overall
strategy is agreed, as per our observations earlier in this
report, the risk strategy should also be aligned and reflected in
more appropriate risk appetite statements and risk tolerances
in line with strategic objectives. More holistic risk assessment
should also be undertaken to ensure that all risks pertinent to
POL are captured in the risk universe. The risk strategy should
also play a central role in performance management, the
appraisal process and outlining the required behaviours
GrontThomton © 202 I 60
08 Risk, audit and internal control environment
Internal Audit and Controls Framework
Internal Audit arrangements
+ POL appears to have established an appropriate Internal Audit
framework and supporting documentation. The Internal Audit
Charter has been set out to describe the main purpose of Internal
Audit, how the function approaches its work and the rights and
‘arrangements in place to provide quality assurance to the Board
‘and the ARC
The Charter also defines the role of the Internal Audit function,
the standards and policies that apply, reporting lines, access and
principles for setting up the Audit Plan. In accordance with good
practice, the Director of Internal Audit has a direct reporting line to
the Chair of the ARC, and we understand that they benefit from a
very good working relationship
We understand that the Audit Plan is developed on a risk-basis in
line with a conventional industry approach. The Director of Internal
‘Audit and Risk submits a rolling risk-based plan for approval by the
ARC, reviews progress against the plan with the ARC quarterly and
where necessary amends the plan to reflect changing risk priorities.
We have seen evidence that this is indeed how the plan works in
practice, as several updates have been shared with the ARC in
2028, and from our conversation with stakeholders, we are aware
that the Plan for 2024 was just submitted for approval to ARC,
although we have not seen a copy of it
We have also observed that the Interna Audit updates to the ARC
are amongst the better papers, in that they are concise, highlight
clearly the key themes and findings for each audit, and utilise
visuals and tables to show progress and illustrate other trends
e GrantThornton
Controls Framework
+ We have seen a copy of draft Internal Controls framework that
POL has developed. As expected, the purpose of the framework is
to articulate the minimum standards and associated guidance for
POL to ensure an appropriate control environment exists and is
maintained, and covers key elements such as the control
environment, three lines of defence model and controls universe
The framework appears to be set at the right level, however,
without us doing a deep dive review of the specific controls in
place, it is difficult to comment on the framework's effectiveness.
Anecdotally, we understand from interviews, that there is a
significant amount of work still to be undertaken to ensure that
all activities have the right controls in place. Positively, a new Head
of Assurance (Assurance Director) was recently recruited who has
been tasked with ensuring that the appropriate control
environment is embedded across all business areas. This appears
to be work in progress
+ We have seen evidence that the ARC receives a regular update by
the Assurance Director on reviews undertaken on historical matters
and other reviews
Given that the Board is responsible for ensuring that an effective
system of internal control is maintained across the organisation,
we suggest that the ARC should satisfy itself that the Internal
Controls framework that is in place is effective, and it is adhered to
in practice. Based on our documentation review, the conclusions of
the assurance reviews demonstrate that the practical adherence to
otherwise well-designed documentation is an area of concern, and
the ARC appears to be aware of that
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Action - Internal Audit and Controls
+ ARC to take more pro-active steps, at an accelerated pace,
to better embed the framework, including relevant training
so that they can attest positively to the effectiveness of the
internal controls, particularly in light of the new corporate
governance code coming in force in 2025
GrontThomton © 202 I 6t
08 Risk, audit and internal control environment
Subsidiaries
e GrantThornton
We have seen little evidence, based on the documentation we
have seen, of alignment between POL and its subsidiaries and
Postmasters, as far as risk and internal audit arrangements
are concerned
In our understanding, risk is managed separately at a franchise
level, but we consider that some appropriate aggregate reporting
should be brought to the attention of RCC and ARC, as required.
We can see that there is some reporting from the subsidiaries into
the RCC
We are also unsure as to how the subsidiaries and Postmasters
are captured by the Internal Audit plan, although we understand
that the Group Internal Audit arrangements apply to all fully
owned subsidiaries
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Actions - Subsidiaries
+ Amore formal approach to aligning the risk and controls
environment and internal audit to be considered across the
subsidiaries and Postmasters to ensure that risk is managed
consistently and effectively across the organisation
This might involve the establishment of a formal governance
structure that oversees risk management and internal audit
‘arrangements across all subsidiaries and Postmasters, in the
cases these are currently lacking, with clear reporting lines
and escalation procedures to the RCC and ARC
Invest time in training and development programs to ensure
that all employees in the subsidiaries and Postmasters are
‘aware of the policies and procedures related to risk
management and internal audit, and are equipped with the
necessary skills and knowledge to manage risks effectively
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09 Remuneration
© GrantThornton
09 Remuneration
Remuneration
The Remuneration Committee (Rem Cc
needs to resolve the most urgent issues
around the historic reward schemes and
gain clarity on ways of w
the noi: Jt a} 0 nee
month agenda) t to raat us On aie erectvel
and timely agreement and communication
of future ré s and addre:
ler asp
In this section we the findings and
make recommendations on governance:
pects related to:
Clarity of roles and responsibilities
Shareholder relationship and incentiv
approach
capacity at Committee and in
People function
Remuneration governance and
Remuneration Committee dynamics
(©) GrantThornton
The below is a summary of observations and recommendations taken from our
draft Remuneration Report dated 1 December 2023.
Key observations
* Roles and responsibilities between Rem Co stakeholders require clarification
The overall remuneration philosophy needs to be simplified and agreed with
the Shareholder
Capacity needs to be created to enable more forward-looking discussion
and deliver of the wider ToR remit
Governance (specifically accountability) around reward design and
decision making between enterprise and Rem Co and Rem Co and
Shareholder needs clarification
+ Rem Co meeting dynamics need attention
Rem Co to continue to work through the Simmons & Simmons
recommendations (the Review Report)
Clarity of roles and responsibilities
Historically, the UKGI NED has played a significant role at Rem Co in
shaping and influencing the design of the reward schemes.
historically this has been done in the spirit of bolstering copobity at POL it
has in fact increased the complexity of the scheme, blurred the lines of
‘accountability and increased the level of noise at and around Rem Co. It
has also created uncertainty around Rem Co's overall role and
‘accountability in terms of what itis there to proactively shape and
recommend and where Shareholder guidance is required
=
Itis envisaged in the Articles and Shareholder Agreement the structure of
the incentive schemes should initially be the preserve of Rem Co ahead of
taking to Board for approval then onto the Shareholder
From the description in the Shareholder Agreement, we are not convinced
that the Shareholder NED role is clear. The Shareholder Agreement outlines
the role of the Shareholder NED, but this description is drafted from the
viewpoint of UKG''s ‘representative director’ whose role ‘supports and
supplements’ the role of UKGI. There is minimal acknowledgement
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the role is covered by the same legal fiduciary responsibilities as
any other NEDs, and therefore is expected to promote the success
of the company first and foremost. We have not seen the
Shareholder NED appointment letter, which may provide more
clarity over what seems to have the potential for conflicts of
interest
Action ~ clarity of roles and responsibilities
+ There have been various changes over the past three years, i.e. the
Shareholder Agreement references POL’s funding arrangements.
previously described under a separate Funding Agreement, which
are no longer applicable. Refer to comments in Section 4 which
notes these documents should be updated as soon as practical to
provide clarity to stakeholders
+ As part of any reset with the Shareholder, reflect and debate the
Code provision which notes all members should be independent at
Rem Co [Provision 32, P]. Whilst there may be limited ability to
change the current composition construct consideration should be
given to the optics and ways of working with mitigating actions
captured to address potential independence challenge from a wider
stakeholder lens ~ consider the conflicts of interest policy alongside
the agenda and/or gaining clarity around the accountability for
design and decision between the business, Rem Co/Board and
Shareholder (and its UKGI representative)
In line with the above Rem Co needs to establish what matters it is
seeking to shape and propose to the Board and where it intends to
seek guidance from the Shareholder
+ Agovernance charter/library specific to Rem Co which captures in
one place the foundational governance documents and maintains
an audit trail around any future changes to key documents (and
rationale of any change) should be developed. Completeness and
accuracy of this library should be reviewed as part of the annual
Committee effectiveness review
GrontThomton © 202 I 64
09 Remuneration
Remuneration (continued)
e GrantThornton
Remuneration governance and strategy
Rem Co's duties are set out in the ToR. The ToR requires Rem Co to
undertake an annual review of its performance and the associated
terms included within the ToR. The outcome of these reviews are to
be recommended to the Board for approval.
We have reviewed the ToR against the documents Code, and the
Government Code, as well as those of other major corporations
and consider it to be in accordance with these and with general
good practice in all material respects.
The POL remuneration strategy is based on the following:
= attracting, motivating and retaining the right talent within an
agreed policy to lead and deliver the strategic plan
— using incentives appropriately to reward the achievement of
strategic business goals and promote the long-term viability of
the organisation
reinforcing a culture of sustainable performance, partnership
‘and mutual ways of working
— providing a transparent approach to the disclosure of pay.
We consider these objectives largely align with the Principles and
Provisions of the Code around remuneration.
Accordingly, the principal area which needs attention is the
practical execution. We would note that a review of minutes
indicates historically the focus has been on the debate and
agreement of historical rewards schemes with limited ability for
Rem Co to consider the wider aspects of its ToR
Actions - governance
* On conclusion of the latest review of the ToR, a RACI matrix
should be prepared (guided by the agenda/ToR) to clarify roles
and responsibilities for each area
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Consideration to be given to either embedding the relevant
Code provisions in the Committee's ToR (Principal P Provision
40) ; clarity, simplicity, risk predictability, proportionality,
alignment to culture, and/or within the annual effectiveness
check/internal audit review to ensure principles are
‘appropriately considered on a comply or explain basis for
internal purposes. Equally, in the presentation of any scheme
to Rem Co management should demonstrate how principles
have been considered/applied.
CPO to lead development and reporting of the remuneration
strategy (including incentive schemes) - as opposed to other
senior executive members to ensure accountability,
transparency, objectivity and consistency in process
Rem Co to consider the benefits of engaging with internal
audit to assure the incentive plans are not inadvertently
pushing the wrong outcomes and they are not having an
adverse effect on the culture. Equally it may be worth also
considering its views on the effectiveness of the work
associated with the Review Report recommendations. This
approach will support the expansion of corporate memory
around remuneration schemes and promote accountability.
Key questions to consider as part of this exercise:
— What results are incentive plans intended to drive and are
they properly aligned to the strategy and purpose?
— By design what do they include and exclude?
— What are the potential unintended consequences?
The current 2025 strategy does not have Group metrics
‘ogainst its key pillars. Any future strategic development
should consider this as it would provide a useful guide to Rem
Coon ambition when developing and agreeing LTIPS in
particular. The appropriateness of LTIPS in the absence of this
document should be debated
09 Remuneration
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Remuneration(continued)
Scheme clarity
The historical lack of clarity and concerns around the
responsibilities and information accuracy has raised the cost of
decision making at Rem Co. It has also diminished genuine
‘accountability and effectiveness within the Committee and the
governance hierarchy between the workforce, Rem Co and the
Shareholder. This is further affected by the public profile of POL
both within Government and the wider public context which
continues to negatively impact trust and transparency within the
culture.
In response POL is taking steps to remedy how the governance
environment contributes, first to rebuilding trust among its
stakeholders through addressing governance policy and
procedures and second through improving consistency of insights,
and ways of working
Action ~ scheme clarity
Establish the set of principles by which schemes are designed,
taking account of latest best practice, the Ministers annual letter
and appropriate ambition. Agree whether LTIPS remain an
appropriate measure in the absence of a metric-defined group
strategic ambition,
Engage with the Shareholder to establish the overall
remuneration philosophy - the position and guiding principles of
total remuneration relative to the requirements of the
shareholder, the operations and stakeholders, good governance
guidance and the marketplace ~ wider key aspects which will
deliver future value such as leadership capacity and culture
should be considered as part of this exercise.
e GrantThornton
+ Agree clear timelines for the delivery of schemes prior to the = an internal repositioning and role definition within the team
RSAC a = Clearly defined roles and individual accountabilities to be
+ Stress test new schemes and consider involvement of internal ‘embedded within role descriptions and performance
audit to review process management
+ WTW to provide information on historic schemes. = Consequence management to be clear and applied
consistenth
+ Possible need to interrogate ex staff members further where J
possible and practicable.
Creating capacity at Committee and in the People
function
+ Given the historic issues with reporting and MI, the people function,
in terms of capability and capacity, needs review in the context of
the governance design and strategic priorities to ensure envisaged
changes can be delivered in a timely and sustainable manner
There needs to emerge a clear understanding of individual roles in
the achievement of strategy and accountability in that regard
across the organisation and this needs to be supported by reward
Rem Co need to have a thorough understanding of POL and the
forces that shape directors’ remuneration and need to reflect on
this through learning and development plans
Action - People function team
+ Undertake a skills audit / baselining exercise to establish the
levels of, capability, capacity, historic knowledge and talent
within the People function. Under the guide of stop/start/keep
doing, develop a future talent strategy orientated around the
change programme and strategic priorities
GrontThomton © 202 I 66
09 Remuneration
Remuneration (continued)
Remuneration Committee dynamics
We attended the Remuneration Committee meeting held on 28
November 2023. Key points of note:
+ The agenda felt relatively packed with a number of items to be
approved and discussed. A couple of items were postponed for a
following meeting due to time constraints.
Overall, the discussion was dominated by a debate on the
objectives for the CEO and the incentive plans.
We observed a very robust debate in relation to the objectives of
the CEO, with the Chair of the Board and the shareholder
representative expressing some very strong views.
Similarly, the LTIPs and STIPs, and future plans in relation to their
use, were subject to a comprehensive discussion,
We could see that the new Chair of the Remuneration Committee is
keen to implement more longer-term approach when it comes to
the incentive plans. We consider this positive.
e GrantThornton
Actions — Rem Co dynamics
+ Whilst we acknowledge the importance of the topics that were
discussed at the meeting we observed, the Committee should
also look to introduce some business-as-usual regular agenda
items, such as regular updates on people matters, culture,
talent management, diversity and inclusion, recruitment and
retention, etc.
+ We would also encourage the Chair of the Committee to be
more assertive in shaping the diversity of the discussion; at
times it felt that certain individuals are dominating the debate.
Consider extending the duration of the meeting so that
sufficient time is dedicated to each agenda item.
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10 Appendices
© GrantThornton
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Appendix 1
BoardClic Board and Leadership
Surveys — actionable insights
©) GrantThornton
Appendix 1 - Board and Leadership Surveys actionable insights
Board survey
Key areas for attention
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The following table highlights those areas which receive either low scoring and/or alignment (as marked against each score at the bottom left). It provides in red the overall POL score against the
benchmark of 150+ other Boards.
Talent and Culture
The company's leadership and talent management evaluation and planning are in good order.
50 74 k=” €=§€6=6h—r8
LOW SCORE
Talent and Culture
We have a satisfactory succession plan for key roles in the management team.
49 6% ws SE I a
® Lowscore
Information, Reporting and Risk Management
Investments are given appropriate and robust review.
56 79 il Ls) 6
#) LOW ALIGNMENT
Purpose and Strategy
The board is quick to respond to changing business conditions.
Scale shows % of respondents in each grouping on a scale of 1 = strongly disagree to 7= strongly agree
@ LOW ALIGNMENT
e GrantThornton
Talent and Culture
The board has specific framework or approach in place to monitor culture in the organisation,
39 66 Ee
<& Low score
Purpose and Strategy
The company is well prepared for business or technology disruptions.
“1 73 oo I oe
® Lowscore
Information, Reporting and Risk Management
The board periodically reviews and challenges mission-critical dependencies.
(® LOW ALIGNMENT
66 78 -~ ES ia
BETWEEN ROLES
(@ HIGH UNCERTAINTY
Talent and Culture
The board's contribution to matters concerning management appointments and development
of a diverse pipeline has led to the desired outcomes.
I 2 ee I
@® LOWALIGNMENT
47 73 am
Don't know 1 2 3 4 5 6 7
‘© HIGH UNCERTAINTY
a es A
GrontThomton © 202 I 70
Appendix 1 - Board and Leadership Surveys actionable insights
Leadership survey
Key areas for attention
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The following table highlights those areas which receive either low scoring and/or alignment (as marked against each score atthe bottom left). It provides in red the overall POL score against the
benchmark of 50+ other Management teams across the UK.
Trust and Transparency
The members of the Group Executive trust each other.
41 81 Li I os re I
LOW scoRE
Trust and Transparency
I consider communications from the Group Executive to be transparent.
52 78 I ss [ial aie [ea 1 I
@ LOW ALIGNMENT
Decision-making and Working Processes
Group Executive members generally appear to find it easy to make decisions.
46 59 js] ax [oe ea I
(@ Low score
Decision-making and Working Processes
Diversity within the Group Executive positively atfects our decision-making process.
59 8t) x--mO™ hia
Results show POL score for each aspect (Red) against benchmark score (grey).
(@ LOW ALIGNMENT
Scale shows % of respondents in each grouping on a scale of 1 = strongly disagree to 7= strongly agree
e GrantThornton
Performance Competencies ~ Navigating through Business Landscape
‘The Group Executive is strong at developing strategies to address future business scenarios
and work to implement those.
57. 80 I sox I sex I I
LOW ALIGNMENT
Decision-making and Working Processes
The CEO holds people accountable for agreed upon results.
60 81 [Eel
LOW ALIGNMENT
Decision-making and Working Processes
I believe that the Group Executive takes appropriate business risks.
54 79 i :¢6hCUSl
#) LOW ALIGNMENT
Strategy Implementation
I believe we are sufficiently focused on meeting the challenges of the rapid digital transformation
of business and society.
“1 76 I ax I SSL ita I
Don't know 1 2 3 4 5 6 7
a se See
@ LOW ALIGNMENT
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Appendix 2
BoardClic Board and
Leadership Surveys
© GrantThornton
Appendix 2 - Board and Leadership Surveys
Leadership and purpose — strategy
Board survey
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The below comments have been paraphrased from comments provided byBoard, GE and some SLG members via the BoardClic platform. For full details refer to the BoardClic survey.
Summary of survey comments
‘As o relatively new Board, some members are still
{getting acquainted with how the Post Office
functions, however despite being capable,
nxperienced, and skilled, the Board lacks clear
direction from the government regarding their
ision for the Post Office
There is a growing perception that the board is
not sufficiently independent from is government
‘Shareholder and this is being used as a shield
Mojority are of the view that the conflict between
running a profitable post office and providing
service to the communities has resulted in a
muddled strategy. The management team is not
‘addressing the core problem due to a perceived
lack of government support
This is exacerbated by uncertainties around
the upcoming general election, and the
impending renewal of the Shareholder Framework
Agreement, which is affecting activities across
the business
The Board has a consensus on which stakeholder
‘groups are the most critical to the company's
long-term succe:
Vital topics such as ESG are not properly
discussed or prioritised
On strategy no KPIs at top level therefore this
creates strategic gaps with the Board
e GrantThornton
Summary of survey comments (continued)
+ Need to divorce the inquiry from the day to day it stil
does overshadow
There are conflicts between achieving a social purpose and
‘a commercial purpose. The Shareholder policy framework
drives certain decisions which may not be sustainable
1 step forwards 3 steps back
‘Not sure that the public v commercial focus issue can be
resolved. Ifthe focus is commercial then you cannot have
11,500 branches
Key priorities to focus on:
Building consensus among all stakeholders on POL’s medium
to long term strategy and developing a roadmap for execution
which covers funding and clearly balances the social and
commercial purpose of POL.
Ensuring that the annual strategy day is focused, robust and
feeds into the key areas of the business in the coming year
Building greater alignment and dialogue between the Post
office, DBT, UKGI and other stakeholders to gain a better
understanding of relevant priorities
Focusing on relevant areas within POL by appointing board
champions for specific areas such as diversity and inclusion.
Deploying more automation and digitalisation which will
lead to greater efficiency and cost -savings
Prioritise purpose and strategy mor
conversations at committees
structuring
scone mcm Orme O10 ©
i
7 7 8
ee)
Highest total
The Board has a consensus on which
stakeholder groups are the most critical
to the company's long term success
(Benchmark 83%)
Lowest total
The company is well prepared for
business or technology disruptions
(Benchmark 73%)
gil
41%
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Appendix 2 - Board and Leadership Surveys
Leadership and purpose — agenda and minutes
Board survey
Summary of survey comments
Respondents shared the view that
Board papers are lengthy and not
well summarised
There are mixed views on the
time-efficiency of the Board's work
Respondents remarked on the need for
more visibility of Board members across
the work and activities of the Board
committees to facilitate transparency
‘and open knowledge
Board papers are considered too late
‘and overall lacking in quality. They are
voluminous. It gives the impression
of laziness although some are good
such as Retail
Mixed views on the Chair. Some felt the
commercial challenges were moving in the
right direction although slowed with having
to navigate the Shareholder dynamic.
That said it seemed discussions never
seemed to culminate in a clear vote
Information get togethers have fallen
‘away and are vital for cohesion at Board
e GrantThornton
Key priorities to focus on:
Shorter more focused board papers with a
one-page summary of key data
Identify and synthesise what matters from the
data to provide more valuable insights
Cross-reference information and reporting with
risk reporting in order to better inform and
shape decision-making
Reduce duplication of papers and across
decision-making forums
Ensure that when actions are assigned from the
GE/SEG/LT, those who the actions are assigned to are
informed of this as soon as possible after
being assigned
Simplify, centralise and streamline papers, reporting
and dashboards and key metrics ~ ‘less is more’
POL00448771
POL00448771
‘Commercial in Confidence
‘The board mateals re of hgh avlty and conveniently summaries
ou
os
o
7
78
Highest total
We sufficiently explore all given opinions
and suggestions prior to making a decision
(Benchmark -83%)
¥
67%
Lowest total
Board materials are of high quality
and conveniently summarised
(Benchmark -78%)
57%
GrontThomton © 202 I 74
Appendix 2 - Board and Leadership Surveys
Leadership and purpose
Selected LT feedback
POL00448771
POL00448771
‘Commercial in Confidence
Survey chapters: Business Purpose and Organisational Vision, Strategy Implementation, Performance Competencies- Executing for Results,
and Information, Reporting and Risk Management
Survey comments
+ Most respondents are agreed that business purpose,
organisational vision strategy and strategy implementation
require work and focus:
- Ageneral sense that there is a lack of clarity on strategic
direction and that individuals across the organisation all
‘pull in different directions’ around strategy and vision
which impedes a mutual view and delivery ~ “we often
flag we want to do something as a priority and then a
new priority comes up the following week”
- Creating and agreeing a coherent strategy and
objectives with the LT, GE, the Board and the Shareholder
all aligned in the short, mid and long-term vision and
objectives
- There are conflicting priorities not directly related to the
strategy which are all perceived as high priority at the
same time, and therefore drawing focus away from the
organisation's strategy, purpose and vision delivery
- Strategic objectives and their delivery could be measured
more effectively and in a structured manner from the start
of the FY by establishing clear Key Performance Indicators
(KPIs) which coalesce around the agreed strategy,
are filtered throughout the business and which are
referred to periodically
e GrantThornton
~ Articulating a clear operational plan for how strategy will be
implemented and providing the right information consistently
to measure and check delivery
= POL needs to be clear on its strategy as a franchisee including
leaner central operations but don’t have permission or funding
to move this forward meaningfully
Internally, the main perceived barriers to moving forward in this
area are largely focused on three areas: the first being funding,
it is viewed as a constant challenge that continues to limited and
hold back the innovation POL need to continue to evolve and stay
relevant to customers, the second being the lack of accountability
and ability to hold individuals to account when it comes to
agreeing and implementing strategy with ‘tone from the top’
noted, as well as internal processes, ie taking issues unnecessarily
to GE/Committees, which stem the flow of work, accountabilities
and execution. The third area is the continuing practice of
individuals and teams working in silos including the GE,
failing to communicate openly, and pushing their own agendas
Externally, the strategy is seen as being intrinsically tied to and
restrained by the Shareholder’s view of the organisation now and
in the future ~ “Shareholder support and clarity of what they would
like the Post Office to look and feel like in the short and long term
and how to fund it’..."force the Shareholder to be clear on what it
wants, and navigate us to a place whereby we have funding to
achieve that objective/have a strategy to deliver it”
Collaboration and mutual alignment between the Board, GE and
the Shareholders to this following the Inquiry, will be needed to
move forward, Stemming from this is the funding provided based
on this, which also results in delivery difficulties due to tension,
ie reduce cost base vs implement new technology
Several views expressed that a review and fresh view by the
Shareholder of what it really wants the organisation to be and
deliver in the current and future landscapes would help. As would
the organisation being clear about what is achievable to the
Shareholder and the impact of financing constraints
GrontThomton © 202 I 75
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Appendix 2 - Board and Leadership Surveys
Leadership and purpose
Selected LT feedback
Respondents identified, in their view, the single biggest challenge the
organisation will face in the next two years in implementing strategy:
— Funding in relation to, delivering transformation and investment,
reducing costs, maintaining the current business model at its
current scale, executing efficiently, recruiting talent to increase
capacity. This is caveated with the recognition that where
funding is given, the organisation needs to improve where it
focuses this funding to be impactful
Pace of execution, agenda, culture and accountability
with a focus on the current agenda being so packed and
accountabilities not always operating effectively, that
attention is drawn away from executing on strategy at pace
Policy direction and Shareholder clarity and organisational
alignment as to what they would like the organisation to look
and feel like in the short, medium and long-term, especially
with high levels of uncertainty, changing customer needs
and a lack of target operating model currently
Historical issues such as the Inquiry and Horizon, detracting
resource, capacity and focus from formulating, agreeing and
coalescing around strategy and strategic execution
Individuals have raised a variety of views as to how they can
improve the GE’s work with leadership, strategy implementation
and realisation:
— Improving DoA where they do not exist and utilising those
that do exist more effectively to ensure the GE has capacity
to focus on crucial areas
ro] GrantThornton
Ensure that decision-making and communication occurs
transparently and through cross-functional groups rather than
in silos, and which also have Dos that empower them to make
decisions. This is with the recognition that due process around
documenting these decisions for the GE and Board would need
to be in place
There is a need for a clarification of accountabilities and holding
individuals to account where they are meant to execute and
deliver, and especially when they do not deliver as expected,
including a stronger performance management approach
Collating the right information when monitoring progress
towards delivery of the strategic objectives to support the
GE in assessing how well the organisation is performing
against the strategy
Separating the business-as-usual activities from the challenges
of the Inquiry, and within this creating capacity and alleviating
pressure on individuals in the team to deliver their roles
To continue to push for clarity on strategy,
clear implementation and monitoring plans, in order to
align funding and objectives with this and agree a plan
of deliverables/activities that flow from this and can be
followed through with individual accountability
Narrowing focus and related investment to realistic,
achievable outcomes ~ balancing quality and cost delivery
‘Supporting the GE in developing medium and long-term
strategy, and in aligning this into a more manageable
programme built around the organisation's key outcomes and
priorities and that can flow down through the operational teams
effectively too. In this case, the SEG could involve the LT more
— Creating a proactive culture within the organisation to drive
progress and support continued execution despite challenges
such as disruption by the Shareholder, lack of capacity,
accountability and funding
- Communicate better and more transparently including actively
highlighting risks which may materialize and impede the GE
from delivering strategic objectives, and where prioritisation
could be improved
Reducing the complexity of the decision-making infrastructure,
i.e. less Steering Committees and informal Forums, which slow
down decision-making while ensuring transparency and cross-
organisation communication
Addressing both the capability and cultural behaviours of the
leadership team to rebuild trust, accountability, focus,
collaboration as a group and drive, to deliver results
MI does not include a single agreed set of metrics/KPIs and
accessible at a central level, inked to strategy by which all papers,
options and risks should be assessed by and which acts as a
central source of data for GE/LT
Papers are seen as inconsistent and although sometimes good,
respondents would like meeting papers which are more concise
and focused, with data well synthesised and relevant (by reference
to the above/strategy/risks) and which provide the bigger picture
alongside some (but less than current) detail
GrontThomton © 202 I 76
Appendix 2 - Board and Leadership Surveys
Division of responsibilities
Board survey
POL00448771
POL00448771
Commercial in Cor
The below comments have been paraphrased from comments provided by Board, GE and some SLG members via the BoardClic platform For full details refer to the BoardClic survey.
Summary of survey comments
+ Low delegated authorities and spend
approvals mean that too many issues come
up to board for decisions, thereby causing
delays and a bureaucratic environment
Respondents remarked on the need for
more visibility of Board members across
the work and activities of the Board
committees to facilitate transparency
and open knowledge
Some respondents acknowledged that
the Board has positively evolved from
being more executive in nature historically
toa much more oversight focused mode
of functioning
e GrantThornton
Key priorities to focus on:
+ Review the delegated authorities and spend
approvals to streamline the matters coming up.
to the Board for decisions and create space for
more strategic discussions
Focusing on relevant areas within POL by
appointing board champions for specific areas
such as whistle blowing, and diversity and inclusion
Provide access to all Board members of Board
committee papers to create improved synergy,
collaboration and alignment across key
decision-mal
Highest total
There are clear escalation and reporting
lines between the board, board committees
and senior management
(Benchmark -%)
Lowest total
Feedback loops between the board
and organisation are effective
(Benchmark -%)
(50x)
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Appendix 2 - Board and Leadership Surveys
Division of responsibilities
Selected LT feedback
Survey chapters: Decision-making and Working Processes, Roles and Responsibilities, Trust and Transparency, Information,
Reporting and Risk Management and Subcommittees
Survey comments
+ Interms of division of responsibilities regarding decision-making
and effective working processes, key themes emerge around the
delegation of authorities and thresholds, amount and quality of
papers and dynamics/discussion at meetings, accountabilities
as well as pre and during meeting culture, specifically:
= Delegation of authorities thresholds up to the SEG/GE
need to be increased to enable more decision making at
GE-1 and GE-2 to and for the SEG/GE to focus on
critical and strategic matters
- Build, reinforce and normalise a culture of devolved
authority and trust in skilled senior professionals
amongst the SEG/GE, the Board and the Shareholder
- Atthe same time, ensuring accountabilities are clear,
widely understood and able to be brought to bear when
necessary for delivery and execution, while recognizing
and acknowledging that the SEG/GE are also accountable
for their SME's decision-making at GE-1 and GE-2.
Additionally, this outcome should be respected irrespective
= Where decision-making accountability and the
responsibility does sit with the SEG/GE, ensure that there
is clarity as to who owns the decision-making despite the
collective challenge, discussion, alignment/lack thereof
and support which may shape the decision and outcome
ro] GrantThornton
‘Ata GE level, there is perceived room for slimming down the
agenda, the amount of decisions they need to make and
therefore the DoA as well, to reduce what needs to go to the
GE and Board for approval
Papers, information and data and improvements across all three
to be clearer, more strategically aligned and focused in their
‘ask’ and expected input/decision-making outcome, is seen as
crucial to improving both meeting discussions and driving
‘outcomes, including ensuring that a decision is made before
everyone leaves the room
Alack of trust and collaboration across the business
day-to-day, and when putting papers with risks, options,
benefits together along with this carried through into meetings
at the GE, was noted, with no one speaking up or supporting
each other, and acting in silos, ie not reaching out to HR, LCG,
Finance, Risk slowing down decisions
Other good practices that respondents consider would support
and drive better meeting dynamics, decision-making and
discussions range from more pre-engagements with
stakeholders to aid understanding, closing out decision-making
loops/discussions clearly, bringing the right data to the table,
to challenging and questioning each other and presenters/SME
more in meetings and where necessary, bringing the meeting
back to the topic at hand (either by the presenter or the Chair)
For some, the low risk appetite of both the Board and the GE/SEG,
the issues around funding from the Shareholder and the historical
issues (Horizon, the Inquiry), all underly the current DoA and
division of responsibilities and the lack of trust to devolve decision-
making
Comments around roles and responsibilities circles back to
two key core areas: accountabilities/ownership and cultural
ways of working:
= Particularly in terms of ensuring clear delegated authority and
ownership, and balancing between skills and expertise to enable
‘collective capability’ combined with an organisation-wide
education piece about this once clarified. This also includes
ensuring that the right matters are going to GE and everything
else is delegated
= Regarding cultural ways of working: removing silos, building
trust, proactively collaborating and opening two-way
communication lines between GE and below. Focusing on
adaptability and executing at pace also considered key, but
comments reflect that individuals below GE are keen to engage
the GE, share knowledge, insight and generally engage more
GrontThomton © 202 I 78
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Appendix 2 - Board and Leadership Surveys
Division of responsibilities
Selected LT feedback
Trust, transparency and governance that supports this, are widely
regarded as low and impacting decision-mal
19, perceived as
arising from:
'
The overall approach to communication internally and
externally, such as where decisions are made, failing to
communicate and cascade these down transparently and
clearly, and external communications being delivered with
sense of vagueness/evasiveness (‘politician answers’)
SEG/GE members demonstrating behaviours which suggest
@ lack of trust in each other or erode trust, ie openly criticizing
each other, not keeping confidence, not showing courage in
calling out negative behaviours, acting in isolation and
undermining each other
A culture/approach/environment where being transparent
‘about mistakes, lessons learned, rationales, outcomes and
successes is not encouraged or supported.
“POL is generally poor at making decisions. It is currently the
has been in the time that I've been here. There is lots of
duplication with papers and across decision making groups who
take decisions on the same matters causing an eternal loop of
decision making which means that no decisions are taken...”
Compounding this is a lack of consistency as well across the
GE and their reporting lines
Means of communication including that decisions of the GE
are not often recorded formally and shared widely
e GrantThornton
— Asense that decisions are driven by personal agendas in the
absence of strategy or what is occurring in government and this
not being communicated, and therefore not necessarily taken
independently and in the best interests of the organisation and
to an extent, its other stakeholders
Commentary reflects a mixed, but largely aligned view that
the decision-making environment could be made more
optimal through:
— Improving the DoA, accountabilities and the understanding
of these so they are consistently applied; some support a
RACI combined with clear communication and
consequences/performance management
— Focusing on better prioritisation of forums, work and projects
by the SEG based on strategic importance and risk, instead of
relying on various individuals to assign importance and trying
to meet all competing demands. Therefore, the top priority
programmes are delegated up to the SEG/GE and receive
funding to be progressed, and the rest to a lesser extent
this could reduce the stop/start/continue of less strategically
important programmes and aid execution
Where there are decision-making groups, these should be
formalised and owned by a GE sponsor/sponsors, and
decisions arising out of these should be respected and taken
as sufficiently challenged within this forum; where there is a
lack of consensus, the GE should align amongst themselves,
underlined by recorded and transparent decision-making
Improving agility and pace of decision-making through
higher-quality MI: data, metrics, pre-meeting preparation and
completeness ~ matters should be complete when they reach
decision-making forums, supported by the right data/analytics
with all relevant papers/information put forward so decisions
can be made efficiently
While decision-making forums are being simplified (in-flight),
they still require further simplification, to improve DoAs (Incl.
Budget), speed up decision-making, reduce siloed working
and free up capability that is currently taken up by producing
multiple papers, and sometimes even duplicating these for
forums that appear to serve same/similar purposes
A more supportive, less risk-averse risk appetite and tolerance
combined with more risk ownership. The Board to consider
creating greater scope for judgement within the risk appetite
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Appendix 2 - Board and Leadership Surveys
Division of responsibilities (continued)
Selected LT feedback
+ Assmall proportion view some GE Subcommittees as effective with consistently applied, clear, and
understood authority and appropriate Dos. However, for most, GE Sub Co's decision-making
authorities and DoAs seen as needing improvement, clarifying/refining and extending. This would
address overlap, lack of communication/sharing, lack of consistency in operating and repeatedly
circular processes/duplication, such as:
— Amatter being debated/heard twice and bouncing between GE and Sub Co's repeatedly,
ie going. from GE Sub Co to GE first, then back to Sub Co and then referred again back to GE,
decreasing efficiency
— GE members utilising GE Sub Co's as ‘holding patterns’ for putting off decision-making
In terms of the Board and GE's oversight of relevant operational information and matters being
appropriate, comments indicate that this is variable, as well as views varying as to the extent
these are appropriate;
— Inconsistent escalation and reporting lines and sometimes, too much when flowing up impacts
the ability to prioritise and focus on the ‘so what’ by the GE and Board
— NEDs exercising detailed oversight in some areas, not enough in others with the role of the
Shareholder NED/Shareholder Representative not helping this
— GE sponsorship/attendance tends to improve this flow
e GrantThornton GrontThomton © 202% I 80
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Commercial in Confidence
Appendix 2 - Board and Leadership Surveys
Composition, succession and eval — board composition and dynamics
Board survey
The below comments have been paraphrased from comments provided by Board, GE and some SLG members via the BoardCliic platform. Forfull details refer to the BoardClic survey.
Summary of survey comments
+ Concerns around the lack of proper
succession planning. Many point to the fact
that the renewal term for the postmaster
NEDs, who are some of the longest serving
members of the Board, are up for renewal
at the same time (summer 2024) with limited
visibility expressed outside the Nom Co on
how this is formally going to be dealt with
beyond being staggered
Most respondents do not agree that the
board regularly reviews its diversity with
regards to background, ethnicity, gender
and other minorities
There is acknowledgement that the Board
is ultimately approved by the Shareholder
which influences its composition
Respondents remarked on the Board being
largely composed of individuals from
financial services backgrounds and less
from areas of current POL market segments
such as retail. Comments on current skills
gaps include banking and digital, public
sector/Whitehall experience, managing a
government Shareholder and an individual
who has combined commercial and
government experience
e GrantThornton
Summary of survey comments (continued)
+ There is also the need to balance the current
Board with a ‘younger voice’ by appointing
younger individuals as non-executive directors
Respondents held the view that being a relatively
new Board, more emphasis should be laid on social
time spent together to build relationships
+ The voice of the postmaster NEDsis valued
Key priorities to focus on:
+ Skills matrices across the entire board mapped
against the skills required for effective strategy
implementation of POL’s vison and key risks and
identify gaps and overlaps
To review the current Board structure with a short,
medium to long term lens to determine Board
evolution in current and post-public enquiry realities
Prioritise learning and development by developing
@ robust plan that is based on skills assessment.
Focus on re-introducing Board dinners and
opportunities for social interaction to foster good
working relationships and positive board dynamics
Highest total
There is mutual trust and respect
between members of the board
(Benchmark 91%)
77%
Lowest total
My knowledge and experience
are well utilised
(Benchmark 85%)
70%
GrontThomton © 202%
a
Appendix 2 - Board and Leadership Surveys
POL00448771
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Commercial in Cor
Composition, succession and eval — talent and culture
Board survey
Summary of survey comments
Most respondents do not agree that the
board regularly reviews its diversity with
regards to background, ethnicity, gender
and other minorities
There is acknowledgement that the Board
is ultimately approved by the Shareholder
which influences its composition
Respondents remarked on the Board being
largely composed of individuals from
financial services backgrounds and less
from areas of current POL market segments
such as retail. Comments on current skills
gaps include banking and digital, public
sector/Whitehall experience, managing a
government Shareholder and an individual
who has combined commercial and
government experience
There is also the need to balance the
current Board with a “younger voice’
by appointing younger individuals as
non-executive directors
There seems to be very little in the way
of performance management in the
business and very little done to tackle
poor performance
e GrantThornton
Summary of survey comments (continued)
+ Respondents held the view that being a relatively new
Board, more emphasis should be laid on informal time
spent together to build relationships
+ The input of the postmaster NEDs is valued
Key priorities to focus
Determine the main demographic groups that make up
POL's target market and ensure Board skills support
full understanding of POL’s market and stakeholders
Skills matrices across the entire board mapped against
the skills required for effective strategy implementation
of POL’s vison and identify gaps and overlaps
To review the current Board structure with a short,
medium to long term lens to determine Board
evolution in current and post-public enquiry realities
Prioritise learning and development by developing
«@ robust plan that is based on skills assessment
Focus on re-introducing Board dinners and
‘opportunities for social interaction to foster good
working relationships and positive board dynamics
“4 50m
j
Highest total
We have a satisfactory succession plan
for key roles in the management team
(Benchmark 85%)
65%
Lowest total
The Board has a specific framework
or approach in place to monitor culture
in the organisation
(Benchmark 66%)
eal
( 39% )
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Appendix 2 - Board and Leadership Surveys
Composition, succession and evaluation
Selected LT feedback
Survey chapters: Roles and Responsibilities, Value Creation, Performance Competencies- Executing for Results, Performance Competencies — Navigating through
Business Landscape and Subcommittees
Survey comments
Few respondents wholly agree, with majority either partly
agreeing or disagreeing, that the composition and accumulated
competence and experience of the GE is sufficient to master the
organisation's current challenges and opportunities. While this is
caveated with the acknowledgement that what the organisation
is facing is unprecedented and the GE's intentions are in the
right place, there are various reasons behind this:
— Experienced individuals who seem to struggle to operate
successfully as a collective and ‘one team’ including being
misaligned on objectives/priorities
= Substantial amount of change and less stability among
GEOleadership leading to a lack of ‘corporate memory’,
— While new additions have been additive in bringing new,
valuable experience, there has not been enough time to
re-build collective competence and ways of working as a
group and for them to be embraced by the established GE
= Lack of diversity/balanced composition incorporate
EDi/diversity targets and therefore diversity of thought
= Capability overall is lacking when it comes to breadth
and depth of it, and increased expertise and experience
certain areas is needed, such as transformation
management, effective leadership. Recruitment
(ie remuneration) recognised as impacting this
e GrantThornton
= “Recruitment is still not routinely conducted on an open and
transparent basis...There is no structure approach to internal
promotions, no framework as to skills, competencies etc for
each level, no set requirement for the composition of interview
panels, no requirement for EDI training etc”
Capacity is a perceived issue and therefore work on
incorporating GE-1 and SME's more to become an effective
functioning team and engaging their opinions/expertise
where necessary
= There is room for slimming down the size of the GE (in-flight)
to a few core roles to support effective collective working
and solidify collective capability and competence
The uncertainty generated by leadership changes, several
temporary roles and the ongoing absence of the CFO
= Minimal accountability and ownership, combined with poor
management of consequences/outcomes and performance
management approach
It is evident from comments that there is intention, drive and
a desire to move the organisation forward, align business
unit goals with strategy (once defined) and generate value
In terms of driving value creation with the current GE,
LT/GE-1 composition:
= Work as ‘one’ collegiate team within the GE and beyond pulling
in the same direction towards common aims. These common
aims should be strategically aligned and prioritised on this basis
GE conversations to turn to value creation (as opposed to value
for money) as a priority with a wider stakeholder, (ie customer-
centric, postmasters), innovative mindset and approach
In terms of behaviours, becoming curious and relying on data
and SMEs to help inform decision-making rather than just
relying on own knowledge and assumptions of
Culturally, trusting generally and trusting SMEs including
placing them on decision-making forums (where necessary)
and considering their ideas, to reduce silos, create cross~
organisation working and build confidence in teams and their
ability to deliver
Continue opening up communication lines, increasing visibility
of the whole GE and evolving to collaborative ways of working
across business units. Crucial for the LT/GE-1 to utilise within
their own teams and for them to understand where they can
support and add value to the Gf
terms of value creation
More regular meetings of the entire LT suggested with the
intention of aligning on strategic priorities and matters of
importance and to understand where cross-functional
support would be valued
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Appendix 2 - Board and Leadership Surveys
Composition, succession and evaluation
Selected LT feedback
There is a widely held view that the GE should develop a more well-rounded stakeholder-centric
approach and skillset:
= Listening, beyond the shareholder, by engaging directly on the front-line (je in branch etc) with
customers, post masters, and the wider market and competitors through this
= Learnings from this could be applied to strategy and where successful/unsuccessful, highlighted
as successes or lessons learned
Individuals have raised generally aligned views, with only minor divergences as to the membership
composition and collective competencies of the Subcommittees
Overall, it is felt that composition of these Subcommittees is broadly on par, with a few suggestions
are to improving composition and collective competencies:
= Cross-business/function membership and occasionally less senior members of the organisation
where they can offer greater depth of insight
Some Subcommittees, for example, Retail, may benefit from a review of members, as currently all
various GE members rather than any LCG representation and others to be reviewed/considered
for slimming down or re-instatement
Bringing in additional SMEs where greater knowledge/understanding/insight and challeng:
needed prior to making decisions
— Ensuring all members understand the importance of good governance and the difference between
enterprise/corporate governance and operational governance and the impact of this on the Sub
Co's operation
All comments to some extent were comforted by the composition and competencies of the Sub Co's
but did qualify that where the composition and competencies of these become infective is when the
governance slows down/impedes decision-making, ie ToRs requiring tightening, attendees review
and DoAs not sufficient/effective enough
e GrantThornton GroneThenton © 200 I 8
Appendix 2 - Board and Leadership Surveys
Audit, risk and internal control
Board survey
POL00448771
POL00448771
‘Commercial in Confidence
The below comments have been paraphrased from comments provided by Board, GE and some SLG members via the BoardClic platform. Forfull details refer to the BoardClic survey.
Summary of survey comments
+ Respondents opined that the current
process of top-down risk should be
changed to allow individual business
units to own their own risk and present
these to the Audit and Risk Committee
Concerns that POL is operating outside
of risk appetite in c.8 areas for the next
24 months which is unsustainable. There
is a question as to whether risk appetite is
not set properly or POL really are and in
that case are the Board and Executive
clear and aligned on the consequences
Though the Audit and Risk Committee
reporting has evolved and improved
with new leadership, there is still a need
for more frequent reporting on data
and insights about branch profitabil
network sustainability, and potenti
Respondents highlighted that the Board
is risk averse amid the public enquiry
‘and lack of adequate funding to address
risks outside of appetite, resulting in the
crystallisation of certain risks and the
continued non-mitigation of others
CS
e GrantThornton
Summary of survey comments (continued)
* On that point it is view the restrictive risk profile
whilst comprehensive is a barrier to delivery
rather than a key management tool
There is a lack of visibility of the Audit and Risk Committee
for Board members who do not sit on the committee.
There should be a mechanism for reporting/escalating
risks during gaps in Board meetings
Is there a Ist, 2nd and 3rd line of defence ~ not in
the way most commercial organisations understand it
Key priorities to focus on:
* Focused collaboration with the Shareholder
to communicate the impact of iden
the business towards ensuring that funding is
channelled appropriately
Develop a system for risk reporting outside
of scheduled Board meetings
+ The employment of a Chief Risk Officer
Highest total
The board has sufficient information about
the company's most important compliance
issues (anti-corruption, sanctions, anti-trust,
workplace and product safety, etc)
(Benchmark 83%)
78%
Lowest total
Investments are given appropriate
and robust review
(Benchmark 79%)
eal
( 56% )
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Appendix 2 - Board and Leadership Surveys
Audit, risk and internal control
Selected LT feedback
e GrantThornton
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‘Commercial in Confidence
Survey chapters: Information, Reporting and Risk Management and Decision-making
and Working Processes
Survey comments
Respondent's comments centre around more supportive,
less risk-averse risk appetite and tolerance combined with more
risk ownership across the business, particularly regarding:
- Uncertainty around what the risk tolerance is and what
this may mean in different situations, ie how this may be
differ in some circumstances vs others instead of applying
a blanket approach
- The Board and GE (through being delegated down to the
GE via the Board)'s risk appetite can result in the GE's risk
adverse decision-making by deferring sensible commercial
decisions, or placing them ‘on hold’
- Greater trust from the Board and the Shareholder across
the GE/LT for taking calculated risks which may
stretch current risk appetite and tolerances but move
execution forward
= Culture and capability concerns around risk ownership,
where itis evident that business owners do not
independently take ownership of the risks despite each
individual's remit for managing risks within their roles
= Are-education/re-set programme of risk across the
organisation (in-flight)
ive risk management, appetite and tolerance which is
perceived as negatively driving, rather than informing decisions
Limited capacity of risk owners to monitor risks outside of
appetite generally, relying on the central team, and therefore
this being done infrequently (only every 6 months vs risk
owners viewing data live often and periodically), which leads
to decisions that are reliant on less recent, up to date data
Too much reliance by the Board and the GE on the second
and third lines of defence as despite high levels of operational
detail, neither are viewed as being close enough to the first line
these
Risk assessment, mitigation and assurance activities, due to
a fear of being called out, are cumbersome, and often impact
speed of decision marking, execution and innovation. This is with
the recognition that this activity is crucially important, but that
an overly cautious approach can also result in inefficiencies and
ineffective governance
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Appendix 3
Supervisory Rights
© GrantThornton
Appendix 3 - Supervisory rights
Two tier illustrative structure
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Members
Role
6-8 INEDs, 2 Exec and an Independent Chair
Largely consistent with the DoA and ToR as it is today however in summary;
determining a strategy for the Group, consistent with the Purpose and
the Values and meeting the needs of its stakeholders (and shareholder);
motivating and retaining an Executive qualified to deliver the strategy;
overseeing the business of the Group in accordance with the strategy;
holding the Executive to account in the performance of its duties,
considering the views of the Supervisory Board; and
overseeing culture (not overt in the current ToR) and separately risk and
internal audit framework designed to provide adequate assurance as to
the capability and capacity to deliver the strategy and protect the
Group's operating environment and reputation
Largely in line with the documentation in place today,
subject to further comments made in the report in Section 6
Independent Chair, c.60% Government representation and 40% Postmaster representation
Act as the guardian of the Purpose, the Values and Principles and the Articles,
Framework and Funding Document;
Hold the Board to account and influence strategic and operational initiatives
The consultative body and a body for making representations on behalf of the constituencies represented
Approve matters reserved by the Shareholder Documents for approval by the Supervisory Board
(the funding request); and
Make decisions on those matters reserved to the Supervisory Board as set out in the Shareholder documents
(such as strategy)
The Supervisory Board may have the ability to take on certain Shareholder authorities as set out
in the Framework document, funding agreement and Articles with a view to increasing the pace
of decision making - to be agreed
e GrantThornton
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Appendix 3 - Supervisory rights
Two tier illustrative structure
(continued)
M }
Responsibilities In line with current ‘Approve the Purpose, strategy and any
documentation ‘associated funding requirement
Deciding the agenda for each meeting
Following up with the Group Board and/or
Group Exec on any outstanding matters
Commission research on topics with the
remitOand allocated budget
Deliver an annual statement of the Steering
Committee including on the performance
of the Group Board
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Appendix 3- Supervisory Rights
Supervisory Committee illustrative rights
e GrantThornton
The Supervisory Committee would potentially have the right to:
require any members of the Board to attend Supervisory
Board meetings;
sufficient information to allow it to hold the Board and Executive :
to account for the performance of the business, any reporting
including but not limited to annual and sustainability reporting
and adherence to the values and public money principles
This would include but is not limited to information on key
strategic and operational initiatives and any critical elements
of the management of the business (subject to any legal or
regulatory requirements);
to be consulted and influence the Board in its management
of the Group's brand across all businesses and any strategy
and operational initiatives and any aspects of the
management business;
require the Board to explain in the Annual Statement any
recommendations of the Supervisory Board which has not
followed and setting out the reasons for it failing to do so;
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require the Board and/or Executives to attend Supervisory
meetings at agreed times/specified circumstances;
provide recommendations to the Shareholder in respect
of Director elections;
hold the Board to account for the way in which the annual
level of investment is deployed;
hold the Board to account for its annual planning and
performance and in relation to sufficient resources being
available for the Group;
hold the Board to account for the POLs policy framework;
hold the Board to account on Executive remuneration and
performance criteria; and
to have up to three members on the POL Nom Co providing
an opportunity to have oversight of process and agreement
with any substantive changes to the Board Composition
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Appendix 4
Division of responsibilities
— Subsidiaries
© GrantThornton
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Appendix 4 - Division of responsibilities - Subsidiaries
Subsidiary — Division of responsibilities
Subsidiary Boards
+ POL has two subsidiaries namely Post Office Management Services trading as Post Office Insurance
(PO) and Payzone Bill Payments Limited. First Rate Exchange Services Holdings Limited (FRESH) and
First Rate Exchange Services Limited (FRES) is a joint venture (‘JV’) with the Bank of Ireland
POI is fully-owned by POL which also acts as its Appointed Representative (AR). Historically the
Chair of POIs Audit and Risk Committee reports into POL's Audit and Risk Committee. Given the
AR relationship between both entities, PO! requests for the papers and minutes of POL in order to
fulfil their oversight responsibilities. We understand that POI's Chair and the recent POL Chair were
scheduled to meet later this month- this should remain on the radar for any incoming chair. There are
also periodic meetings between the Head of Internal Audit of POL and the Head of Compliance of PO!
to review POL’s risk profile
FRESH/FRES is a joint venture between POL and the Bank of Ireland, there are three POL representatives
on the board and the group general counsel acts as the board chair. In terms of reporting, the JV
agreement was revised and presented to the POL Board for approval and financial information for the
joint venture is also reported at the POL Board
Payzone Bill Payments Limited is a stand-alone subsidiary of POL and as such POL’s level of oversight
has been sporadic and limited. However, this is set to change as subject to Shareholder approval,
Payzone will be subsumed into POL
e GrantThornton Grottomion 0208 I 92
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Appendix 5
Best practice tool kit
©) GrantThornton
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Board leadership
and purpose —
Tool Kit
© GrantThornton
Appendix 5 - Best practice tool kit
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Culture monitoring and measurement methods
Example 1, Culture mon
and measurement meth
Prov and on the
practical illustrat
eff
and employ
vide meaningful insights to st
e GrantThornton
How the Board monitors culture
‘The Board plays a significant role in monitoring and assessing both the
culture of the Group and its alignment with the Company's purpose, values and
strategy. It is supported by the People & Governance Committee, which identifies
‘opportunities to strengthen culture, and the capabilities that underpin it, ina way
that serves the future strategic goals of the Company.
Leading indicators of change
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Appendix 5 - Best practice tool kit
Culture monitoring and measurement methods
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ire monitorin:
Who
WE APC wn ©
We are passionate about our var . o
purpose and Doing Business the ~ =
Right Way: We strive to make the
world better safer and more
sustainable place for all now
and for future generations.
People and
Culture
ur pate cate an vate
a =
Bringing quality, safety and Omen tt
sustainability to ie
‘Tobe the worlds most trusted
partner for Quality Assurance.
e GrantThornton
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Appendix 5 - Best practice tool kit
Key Performance Indicators, relevance,
progress and strategy
e GrantThornton rmittomin ©2068 I 97
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Appendix 5 - Best practice tool kit
Key Performance Indicators, relevance,
progress and strategy
Measuring our progress
Financial =
~— ner erToa wnaemmaoaictrs == ration
usD 438.4m usb 178.6m usp 15.7 cents Taree Yon) aero ren et emt vaca
Usd 45.9bn 18.0m 1.3bn
=D << = >
ro] GrantThornton rnittomin 20% I 98
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Composition, evaluation
and succession —
Tool Kit
© GrantThornton
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Composition, evaluation and succession - tool kit
Composition, succession and evaluation
Board of Directors
e GrantThornton rt Tamion eae I 100
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Composition, evaluation and succession - tool kit
Composition, succession and evaluation
e GrantThornton Groton 208 I 101
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Composition, evaluation and succession ~ tool kit
Composition, succession and evaluation
err e .
y and in the context : a 6 re :
a a} :
nailed = e
aS Tama
<r eI I ~~
Fear epee TOOT
oeee eaperence “autres song
ro] GrantThornton Gren Tremen © 200 I 102
Composition, evaluation and succession ~ tool kit
Composition, succession and evaluation
Example
and training arranger
Director inductio!
Best practice outlines what is include
induc
This can also link back to strategy anc
example
ompasses these €
Jetalled in: ed on c
recently ai their induction ha:
e GrantThornton
1 in the Dire
(training
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Board induction
‘Maggie Chan Jones and Ruth Cairne who
Gouden men 202) and Ap 2083 empecivey,
‘are currently oing through their induction and their
Programmes wil be reportedinthe 2024 Annual Report
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Composition, evaluation and succession - tool kit
Composition, succession
and evaluation
Directors’ induction,
development and training
ments should also be set out,
the yec
This example
e GrantThornton
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Internal controls, risk
and audit — tool kit
©) GrantThornton
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Internal controls, risk and audit — tool kit
Internal controls, risk and audit
Example 10, Business model and strategy
tion of the company's busine I can hel
mpany
long-term,
sility of the compa
Jel clearly of excelence
ervices they sropnoutseves helpngto heppices as owas posse
relationships
‘urcoleoques promdeartastic service that makes ou
‘astomera shop thus tne ante aga. The 04998
‘Append Chrtsytems ow ustobulng-term
‘connectons atnourcurtomers andrea yay
PURPOSE ‘uALITY ‘CONVENIENCE VALUE SERVICE ‘THE GREOGS PLEDGE
e GrantThornton Groton 208 I 106
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Internal controls, risk and audit — tool kit
Internal controls, risk and audit (continued)
Our business model Our strategy
ithin th ie pees srepeeceseeen
the comp =<"
ro] GrantThornton Grittomn ©2081 I 107
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Internal controls, risk and audit — tool kit
Internal controls, risk and audit (continued)
e GrantThornton Crt ern exe I 108
Internal controls, risk and audit — tool kit
Internal controls, risk and audit (continued)
Example
itor independence
and safeguc
of the organisation pi
heir audit
hould be addresse
d disclosure evidenced in t
am uutlining the
their f private meeting
balances (approvals and consideratior v why it
is appropriate fit work provide 1 the fee
proportionally v judit
e GrantThornton
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Independence of external aude
The Group has an Autor Independence Poicy (AP) tht detes
Drocedures and gucarce under which the Company's relstorahe
‘uth ks external audtor governed. The AIP aso faczates the
Commitee beng abe to sty tse that there ae no factors,
that mayor maybe seen fo mpnge upon the independence,
objectivity and efectveness ofthe extemal aude proces. The
Comatee reviews the AP annoy and st id 30 ly 2022.
‘Aspartof ts annual review, the Committee considers areas
of development n best pracice and guidance. The mai features
‘ofthe current AP (which is avedabie a warm. com) are
+ Arequrement to rotate the wad Au Partner every fe years
\Soracesses governing the employment o former external
‘oolcy governing the engagement of the auditor to conduct
hon aude actutes which expected to occur very ime
Creumatances and's kept under review a each meeting
processes and procedures to ensure independence, ObectMty
‘Sad comotance wi the relevant standards.
The amounts paid othe external audeor during each othe
finance years ended 31 December 202' and 2022 for auc
‘and non aud services are sat out below and innate 23 the
Consotdated financial statements (page 193)
Aut fees:
Statutory audit of Drax Group 33750 12500
Statutory audit ofthe Companys 400 400
subsidiaries
Tota avait fees 1415.0 1.2900
interim review 71501100
Other assurance services 462 423
‘Assurance services provided 180 16.4
60 z
Reporting accountant fees -
Total non-auct fees 2482
Corporate refinancing fees
‘As noted opposite, the external auditor shoulé not provide
ron-aut services where & might Impar is independence
‘or objectivity Therefore, any engagement for the provision
‘of non- aude services requires peor approval rom the Committee
‘or Committee Chav. Agreement to allow the external aug fm
to perform addtional non-aud services i taken only after
considering two key factors. Namely thatthe non aud services
Boley has been fuly applied an that any engagements are in
best interests ofthe Group and ks key stakeholders
Duxing 2022 there was a decrease in the level of non auc
services provided by Dette. with the mos sgificant item
being the Group's interim review. n 2021, Deote provided
support ina imited reporting accountant rolein espect of the
shareholder circular forthe acquisition of Pace, with fees
totaling £469000,
Inallcases the Commetee was satisfied that the work was best
handled by the external audtor because ots knowledge of the
‘Group, and thatthe services provided dd not ge rise to threats
to independence. The Committee wos alo satisfied thatthe
‘overall levels of auct and non-audit fees were not ofa material
level elave to the income of Deiote as 8 whole, and thatthe
level of non-audt fees was below the 70% cap, based on the
‘average aud fee for the precedina thee years
Independence ond objectivity of external oudit
Te Aut & Rsk Commitee montors he independence wo
object ofthe enema Stor meen pte nan ongoing as
‘stn atomalrevw annoy The 9 ert won oe Commies
‘te wer fhe enteral autor Ihe ncependence anc oDectvty
‘line ener austen ae assessed ough a ange ofreonres
{oie ance Apt 2021 replacing Peter Mehr no wth te Gr
The Grow hes a defined pc lm he provsion onc vale of
ros auct uenaces permed bythe external nadir The poey
represents a key contotto ensre tat he rare of ary non at
Serves perfored and he fe eared fo uc work late tthe
foes eared Ye act des nt cargrorne actor appeararee
‘he aust s independence, objector egy Unde the tes
tthe pecy, the audtor escaaed om UnceraKng age of wot
tnbeha ofthe Group. The austor maybe commissioned to rove
‘he pectic approve! ofthe Aust & Rex Comte The Conmitice
as conten! bes poicy was edheved own the veer
Independence decorations
The external oudto roves #delaed independence confimation
reomed nine thine proviso Bw FAC Erica Standard and
ISA(Ux 260 Commurscoton of ud raters wh ose charges
‘tr governance) Ths cremation ermetyreories ta and
nae mesing wh extra ud
The Commyte's nsosement het eforned by private meting
srt wous management present Wit hese mein the
ana marogements mtgnton of hose rks and the waneparency
The Comte setsfed tel nese meesures have operated
sefecivety ie you: ASSUc, he Comer conte
‘onside that EY. nd Vietora Verring as ead avd are
‘ran neperdert ard aecive
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Internal controls, risk and audit — tool kit
Internal controls, risk and audit (continued)
Example 14, Auditor selection, re-appointment
or removal
t practice provides detailed insight annually as to the
external auditor's performance for the organisation,
including how this has impacted the decision to ré
appoint, remove or select an external auditor
The descrip hould articulate who the auditor current!
is, whether it has changed recently (ie when last tende
sppointed) and if sc
what the outcome of any tender
process which resulted in a change in appointme
hould provide details as to how the auditor
effectiveness is assessed/the criteri 1uditor i
measured against, what the findings of the proce
lentified to
sure a good quality service in future years.
as in the year and any future action:
is example evidences all of these element
trong detail
ro] GrantThornton
‘At the May 2022 mating, the ARCom considered feedback
tom AACom marr and aus member Pe maragarert
tam order to taaitate the AACom's tera
ttectverees of ho etna! aut process. Respondents were eed
for ther lows on saveral components of the extemal auc process.
including the qualty ofthe audit parner and team, planning and
@ecution of the aucit, quality of aud reporting and the extrmat
auditor's independance and bjectvty
‘The responses incited Ma over, Dottie was perrmng in ine
wn expectations, wth the auc team demonstrating aeprograte
Challonge and understanding of Man Group's busness. Daoit's
management of te transtion of he ead engagement partner dung
2021 was ced as a particulary postive
‘nas complad wih the proveions
(fhe Statutory Aust Sarvices Ordor 2014 forthe nancial year
Under rove.
The aus of te ettoctveness rorew alo prased te eiency of
{ho aust, over auSts having boon broughlorward 10 arr the
Process, as wot as the quay ofthe widor auc oar,
‘Aruba f areas, nce the dovaopmert of aust ty eestor
fae ertanced coor tetera Au, wore ore a
ranaten wi reer
requring futher consideration and Delta's plans to adkross these
of tender stages and
. . .
‘it~ May 2002 May ~ by 202 hay 200
Regromite sop dew mateo Remon dl he areca Te ARC eoproved hepato
Sa a he oer feud nas pero by ew ARCOM. carne te by
Viawecenpwrewo Exhlnwaasaed weharegastio.” eachpategtng Wm The west br
peberetrerent ‘More atomal presen dviwes! Pan rorowed wrt reunas ron
Sanmewredosn asin Rpatamurgatenrmgccen ——taiuee aang rane aunt
beth aca Sng win arpa tr cordon Petey cure
of Lscres Ba Jct rk er seas
co + tapsatn ot em reg FC aps
ee de Fontan Pe The APCam rar apne lecten —” mstedrgs pst sy crn
Gee Franca Contec twas greed TeARCOn Cr wns
tate APCom Seceury wousano Booms ee ra edtacoroach
tendortanwiectenpareimearon Seana pepasedyre me * Sansone aranganerts
rea, wih te contrved masige + €8G asnsance cents
(Rates re awe corona E peenetbasiadoe
‘prune 5
External audit tender process - reappointment of
Deloitte as external auditor
Dulotte was appontad asthe Gross extoral auctor in 2014
folowing a tender process le by the ARCom 2013. accordance
wih tie Code and the Competition and Markets Author's Ordor
2014 fhe Orde, tha Compary was requred to puts extemal aut
(ut ender again in 2023 atthe aos
Fotowng inti planing ritted n 2021, a decision was taken
‘Proceed wih the extemal aut tendon 2022 forthe aust reapact
le trarcal yar ending 3 Dacomber 2024 Ths appoacs wat
Gront Thomton © 202 I
10
Internal controls, risk and audit — tool kit
Internal controls, risk and audit (continued)
Example 15, Emerging risk and mitigation
part of supporting the Board's role in carrying out a
robust asse t of emerging risks in addition to
principal/key risk have noted in recent reporting
les, the emergence of emerging risk disclosure
elevani xpected of principal r
‘08s-referenced/signposted) to support their disclos
Approaching disclosures of emerging risk
>rganisation would, princi
onfidence to stakehold
and the Board ar
reflecti
e GrantThornton
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Confidence
Emerging risks
SSP defines emergingrisks as those whose
timing and impact arenot entirely certainbut
may, overtime, pose arisk tothe delivery ofthe
Group'sstrategy. Wehave well-established
processes for identifying and monitoring emerging
risks throughhorizon scanning and our embedded
riskmanagement framework, bothat Group and
regionallevels
Atthe regional level, we employ abottom-up
‘approach, where incidents and trends are
monitored and discussed at regional risk
committees and Group Executive Committee
meetings (as applicable). Depending on the
perceived impact and probability of these risks,
they are escalated o the Group CEO and Deputy
Group CEO and CFO through weekly trading
updates and subsequently to the Group Executive
and Risk Committees, as appropriate. Regional
management closely monitors these risks and
periodically updates Group management.
Atthe Group level, we adopt a top-down approach through our annualrisk assessment exercise, during
jing risks are discussed with senior regional management (CEOs and CFOs) and Group
management, includingheads of Finance, HR, Pro
urement, and Legal departments. Identifiedrisks
arereviewed and approved by the Group Executive Committee before being submitted to the Board
Short ‘Mobilisation
term ofpipeline
Due to the Groups strategic priority of Pivoting to
high-growth markets,'the Grouphas placed additional
emphasis on identifying, assessing, completing, and
integrating new transaction targets to significantly boost
‘growthin key markets, For more information, please refer
topages 19-20
Medium imate
term change
Cong Structural
term changes tothe
travel sector
‘Similarly tothe prior year climate change is one of our
‘most significant medium-term emerging risks. Primarily,
thisrelates tothe failure to adequately consider andrespond.
tothe physical and transitionrisks associated with climate
change including the impact on our units suchas damage
or closure, disruption to our supply chain, increased food
security challenges and increased pressure of compliance
with regulatory requirements,
‘See pages 50-56 for more information on our consideration of
climate risk, its potential impact on the business andits results.
Consistent with the prior year, froma long-term perspective,
there may be structural changes to the travel sector driven
by customer behaviour, suchas an aversion toair travel due to
its impact on the environment, increased remote working and
eater road travel as adoption of electric vehiclesincreases.
hese also present opportunities, but otherwise couldhave
asevere adverse impact on the business, Holiday destinations
could vary dependent on the impact of climate change.
See pages 52-54 for more information onhow we are
addressing these structural changes and mitigating action
As above,allthese risks are monitored and discussed at senior management level to consider
appropriate mitigations,
GrontThomton © 2024 I
m
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Remuneration — tool kit
© GrantThornton
Remuneration - tool kit
Remuneration
Example 16, Stra
pay commentary
e GrantThornton
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National Dashboard for 2021/22
The sont goto rte are Treen ry wg neni an ad
‘Son whan gong on oppape een pra nto wan rece oaretan ayant
‘neoured oroug ron acon in Behicton paseges oe Fae on Weed eWeek
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Remuneration — tool kit
Remuneration (continued)
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Commercial in Cor
Remuneration - tool kit
Remuneration (continued)
ith and alignment of
tive pay and wider workforce conditi
and pay
This company h
across the wider workforce, not just exe ay
the aim of understanding and aligning pay practi
s the organisatior
example explains how the core elements of
Jer the wider workforce, ie through
meeting annually with SSE’s recognised Trade Unions
to help inf ve t agreements in
: pica Arange of vutary
This has r
m of
‘spadincasn (SAYE}pln
e GrantThornton
Remuneration - tool kit
Remuneration (continued)
e GrantThornton
COMPANY REMUNERATION
AT SEVERN TRENT
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Remuneration - tool kit
Remuneration (continued)
\\\
Ns
e GrantThornton 1
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Appendix 6
List of interviews conducted
© GrantThornton
Appendix 6 - List of interviews conducted
Interviewees
Henry Staunton Immediately former Board Chair and Chair of Owen Woodley
the Nominations Committee
Karen McE
Ben Tidswell Senior Independent Director and Chair of the shel atcha
Remediation Committee
Chair of Audit and Risk Committee, INED
Anshu Mathur
Simon Jeffreys
Richard Taylor
Amanda Burton Chair of Remuneration Committee, INED
Andrew Darfoor Chair of the Investment Committee, INED
Tim Mclinnes
Brian Gaunt Non-Executive Director
Saf Ismail Postmaster Non-Executive Director Saieolt sala
Elliot Jabos Postmaster Non-Executive Director Martin Edwards
Lorna Gratton Shareholder representative (UKGI),
Non-Executive Director Barbara Brannon
Nick Read Group Chief Executive Officer
Deputy Chief Executive Officer
Group Chief People Officer
Group Assurance Director
Group Corporate Affairs, Communications
and Brand Director
Strategy & Transformation Director
Remediation Unit Director
Network Strategy & Delivery Director
Product Portfolio Director for Lottery,
Retail & Government Ser
Rebecca Barker
Rachel Scarrabelotti
Ben Foat
Johann Appel
Chris Brocklesby
Martin Roberts
Kathryn Sherratt
Chrysanthy Pispinis
lan Rudkin
Tracy Marshall
Simon Oldnall
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Head of Risk
Company Secretary
Group General Counsel
Director of Internal Audit
Chief Transformation Officer
Group Chief Retail Officer
Interim Group Chief Finance Officer
Chief of Staff
Group Rewards Director
Retail Engagement Director
IT Director GLO/Horizon
e GrantThornton
ae I
- i=
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Appendix 7
List of documents reviewed
© GrantThornton
Appendix 7 - List of documents reviewed
List of documents reviewed
rk and Foundation d
ance Framew
cument
Legally privileged ~ draft - POL Corporate Governance Framework
PART 1 - 181022 RS.doox
post-office-limited-shareholder-relationship-framework-part-1.pdf
POL Framework Document (NRF draft 13 Apri) docx
Redline ~ POL Framework Document (NRF and POL Comments)34
and POL Framework Document (NRF draft 13 Apri)22,pdf
Funding Agreement ~ Signed.pdf
20221216 POL Articles Of Association Clean FINAL.pdf
POL - Articles of Association ~ NRF comments 30 March 2023.docx
Redline ~ 20221216 POL Articles Of Association and POL ~ Articles
of Association - NRF comments 30 March 2023.pdf
Investigations Governance Framework First Draft.docx
Whistleblowing Governance Framework ~ Final Draft post CIU
comments (002).docx
20210928 POL Board Current & Proposed Market Standard
Unlimited Liabilities & Indemnities Position APPROVED FINAL (1).pdf
Civil Recoveries Schedule of Documents and Timeline.docx
20230301 GE GE-1 Accountabilities Updated September 2023.pptx
20230301 GE GE-1 Accountabilities Updated September 2023 pdf
= No redactions required.pdf
e GrantThornton
GF Graphic 202305,pptx
PO Group Governance Structure Diagram WORKINGDOCUMENT
202309.pptx
POL GE Subcommittees 20230907 FINAL.pptx
Structurechart202305 updated.pdf
mmittees Tc
Board and board «
20230329POL Remuneration Committee GOV Terms Of Reference
APPROVED FINAL.docx
POL Remuneration Committee ToR
20230907 POL Group Executive Terms of Reference
Approved.docx
POL Group Executive Terms of Reference
20230523 POL ARC GOV Terms Of Reference Updated Footnotes
APPROVED FINAL.doox
POL Audit, Risk and Compliance Committee ToR
20230523 POL Nominations Committee GOV Terms Of Reference
Updated Footnotes APPROVED FINAL.docx
* POL Nominations Committee ToR
POL Board Historical Remediation Committee Terms Of Reference
v1 (1).doex
POL Remediation Committee ToR
POL Investment Committee ToR
T
POL00448771
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rms of reference committees
rking gro
20230301 Data Governance Committee ToR FINAL.docx
20230907 POL Group Executive Terms of Reference
Approved.docx
20230401 Health and Safety Sub Committee ToR FINAL.doc
20230401 Health and Safety Sub Committee ToR FINAL. pdf
20230302 Improvement Delivery Group 2 ToR FINAL.docx
202308 Investment Approvals and Delivery Group ToR FINAL. pdf
20230926 POL Investment Committee ToR FINAL.docx
20230906 POL Opex Committee ToR FINAL.docx
202306 Post Office Pension Plan Governance Group ToR FINAL.pdf
POL RCC ToR Approved 20230906 by GE.docx
20221214 Property Committee ToR v6 FINAL.docx
20230802 Retail Committee Terms of Reference FINAL.docx
20220428 SPMP Steer Co ToR at Pages 21622 FINAL.pptx
20221214 Technology Committee Schedule 1 to Terms of Reference
FINAL. pptx
20221214 Technology Committee Terms of Reference FINAL.docx
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Appendix 7 - List of documents reviewed
List of documents reviewed (continued)
20221206 POL Rem Co MIN Signed. pdf
20230124 POL Rem Co Additional MIN Signed. pdf
20230301 POL Rem Co MIN Signed.pdf
20230502 POL Rem Co Additional MIN Signed.pdf
20230511 POL Rem Co Additional MIN Signed. pdf
20230522 POL Rem Co TIS-Written Resolution SIGNED. pdf
20230703 POL Rem Co Additional MIN Signed Redacted. pdf
20230926 POL Rem Co MIN v5 Clean.docx
Decisions via email
20230523 POL Board GOV Delegated Authorities Without
References APPROVED FINAL.docx
20230523 POL Board GOV Matters Reserved ~ Updated Footnotes
APPROVED FINAL.docx
POISPZBPL Spend Approvals Flow Chart 202305.pptx
POL Spend Approvals Flow Chart
POL Rem Co Agenda & Papers 20220927 FINAL pdt
POL Rem Co Agenda & Papers 20221206 FINAL. pdf
POL Rem Co Agenda & Papers 20230301 FINAL. pdf
POL Rem Co Agenda & Papers 20230502 FINAL.pdf
POL Rem Co Agenda & Papers 20230511 FINAL Redacted. pdf
POL Rem Co Agenda & Papers 20230703 FINAL Redacted. pdf
POL Rem Co Agenda & Papers 20230926 FINAL Redacted.pdf
20231106 POL Rem Co Additional MIN Signed
20231128 POL Rem Co MIN v5 DRAFT
202305. pptx
20231218 Rem Co Mins DRAFT to Rem Co
20220927 POL Rem Co MIN Signed.pdf
20221110 POL Rem Co Additional MIN Signed. pdt
POL Nom Co Agenda & Papers 20220927 FINAL.pdf
POL Nom Co Agenda & Papers 20221206 FINAL. pdf
POL Nom Co Agenda & Papers 20230309 FINAL pdf
POL Nom Co Agenda & Papers 20230606 FINAL. pdf
POL Nom Co Agenda & Papers 20230926 FINAL.pdf
20230606 POL Nom Co MIN Signed. pdf
20230309 POL Nom Co MIN SIGNED:
20221206 POL Nom Co MIN SIGNED
20220927 POL Nom Co MIN SIGNED
20230926 POL Nom Co MIN Signed
20231128 POL Nom Co MIN v5
Decisions via email
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Appendix 7 - List of documents reviewed
List of documents reviewed (continued)
20230710 POL ARC MIN SIGNED. pdf
20230724 POL ARC MIN SIGNED (1).pdf
20230724 POL ARC MIN SIGNED.pdf
20230925 POL ARC MIN SIGNED.pdf
20231107 POL ARC MIN SIGNED. pdf
POL ARC 20230724. pdf
POL ARC 20231127. pdf
POL ARC 20230516 Agenda & Papers - REDACTED 19.01.24.pdt
POL ARC Agenda & Papers 20221205 FINAL - REDACTED
ard Papers and minut
19.01.24.pdf
. ae a iS Papers Bes DIS PINAL /eREDAGTED) + POL Board Agenda & Papers 20220927 FINAL! Redacted.pdf
+ POLARC Agenda & Popers 20230928 FINAL - REDACTED + POL Board Agenda & Papers 20221101 FINAL! Redacted. pdf
19.01.24.pdf + POL Board Agenda & Papers 20221206 FINAL! Redacted. pdf
+ POL ARC Agenda & Papers 20230925 FINAL - REDACTED + POL Board Agenda & Papers 20230124 FINAL! Redacted. pdf
19.01.24.pdf * POL Board Agenda & Papers 20230309 FINAL! Redacted. pdf
* POL ARC Agenda & Papers 20220926 FINAL - REDACTED + POL Board Agenda & Papers 20230328 FINAL! Redacted.pdf
19.01.24.pdi
POL Board Agenda & Papers 20230524 FINAL! Redacted. pdf
POL Board Agenda & Papers 20230606 FINAL! Redacted.pdf
POL Board Agenda & Papers 20230711612 FINAL!.pdf
20221205 POL ARC MIN Signed, pdf POL Board Agenda & Papers 20230711 FINAL! Redacted. pdf
20280123 POL ARC MIN Signed.pdf POL Board Agenda & Papers 20230817 FINAL! Redacted.pdt
20280328 POL ARC MIN Signed Redacted.pdf POL Board Agenda & Papers 20230926 FINAL! Redacted. pdf
20280516 POL ARC MIN SIGNED. pdf POL Board Agenda & Papers 20230926 FINAL! Redacted. pdf
20230621 POL ARC MIN SIGNED.pdf
20230710 POL ARC MIN SIGNED (1).pdf
POL ARC Agenda & Papers 20230621 FINAL (1).pdf
POL ARC Agenda & Papers 20230710 FINAL - REDACTED
19.01.24.pdf
e GrantThornton GrotTomion 208 I 123
Appendix 7 - List of documents reviewed
List of documents reviewed (continued)
POL GE Agenda & Papers 20220914 FINAL Redacted! Redacted.pdf
POL GE Agenda & Papers 20221012 FINAL Redacted (1)Redacted
vi.pdf
POL GE Agenda & Papers 20221123 FINAL Redacted! Redacted.pdf
POL GE Agenda & Papers 20221214 FINAL Redacted! Redacted. pdf
POL GE Agenda & Papers 20230111 FINAL Redacted vi.pdf
POL GE Agenda & Papers 20230222 FINAL Redacted.pdf
POL GE Agenda & Papers 20230315 FINAL Redacted.pdf
POL GE Agenda & Papers 20230!19 FINAL Redacted.pdf
POL GE Agenda & Papers 20230419 FINAL Redacted.pdf
POL GE Agenda & Papers 20230628 FINAL Redacted.pdf
POL GE Agenda & Papers 20230628 FINAL Redacted.pdf
POL GE Agenda & Papers 20230913 FINAL Redacted.pdf
POL GE Agenda & Papers 20231011 FINAL Redacted.pdf
20220914 POL GE MIN FINAL Redactedi.pdf
20221012 POL GE MIN FINAL Redacted!.pdf
20221123 POL GE MIN FINAL - No redactions required.pdf
20221214 POL GE MIN FINAL ~ No redactions required.pdf
20230111 POL GE MIN FINAL Redacted. pdf
20230222 POL GE MIN FINAL ~ No redactions required.pdf
e GrantThornton
* 20230315 POL GE MIN FINAL - No redactions required. pdf
* 20230419 POL GE MIN FINAL Redacted!.pdf
+ 20230517 POL GE MIN FINAL ~ No redactions required.pdf
01.02 20231128 POL Board MIN vi REDACTED FOR UKG!
02.01 20231031POL Board MIN v3 REDACTED FOR UKGI
20220927 POL Board MIN Signed Redacted
20221101 POL Board MIN Signed Redacted
20221206 POL Board MIN Signed Redacted
20230124 POL Board MIN Signed Redacted
20230309 POL Board AdditionalMINSigned.pdt
20230524POLBoard Additional MIN Signed.pdf
20230606POLBoardMINSigned.pdt
20230711POL Board MINSigned.pdt
20230711POLBoardStrategyMINSigned.pdf
20230712POL Board Strategy MIN Signed.pdt
20230817POLBoard Additional MIN SignedRedacted. pdf
20230926 POL Board MIN Signed. pdf
01.0220231128 POL Board MIN v1 REDACTED FOR UKGI
Written Resolutions
POL00448771
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Minister Hollinrake letter to POL Chair 29.06.2023. pdf
OS COMMERCIAL Sarah Munby to Henry Staunton Strategic
Priorities 2022.pdf
part-and-parcel-the-econmic-and-social-value-of-post-office —
London Economic Report.pdf
Purpose and vision for GT ~ Strategy.pptx
GrontThomton © 202 I 124
Appendix 7 - List of documents reviewed
List of documents reviewed (continued)
NED Committee Membership Skills Matrix 20230821 v2.docx
Past/Ongoing Reviews
07.00 POL Board Ethos Programme 20230926 FINAL.docx
App 9 Post Office Limited Internal Audit EQA - Final Report
06.05.22.pdf
11.01.00 POL Board Annual Governance Report 20230328 FINAL
(2).docx
‘amanda-burton-report-review-of-the-transformation-incentive-
scheme.pdf
11.01.00 POL Board Annual Governance Report 20230328 FINAL
(2).docx
2022 EDI Survey Results and Insights v0.04 for publishing -
PDF.pdf
+ ARC Committee Evaluation Report 2022-23.docx
POL Board Evaluation Report 2022-23.docx
Nom Co Evaluation Report 2022-23.docx
Rem Co Committee Evaluation Report 2022-23.docx
Legally privileged confidential ~ Phase 7 narratives ~ 081222 ~
draft.docx
App 9 Post Office Limited Internal Audit EQA - Final Report
06.05.22.pdt
+ Remediation Committee (FKA Historical Remediation Committee)
07.00 POL Board Ethos Programme 20230926 FINAL.doc
e GrantThornton
review-of-the-governance-relevant-to-post-office-limiteds-senior-
executive-remuneration.pdf
280923 - SS and A Burton Report Recommendations Plan
September 2023.pdf
sub-committee
20230301 Data Governance Committee ToR FINAL.docx
20230907 POL Group Executive Terms of Reference
Approved.docx
20230401 Health and Safety Sub Committee ToR FINAL.doc
20230401 Health and Safety Sub Committee ToR FINAL. pdf
20230302 Improvement Delivery Group 2 ToR FINAL.docx
202308 Investment Approvals and Delivery Group ToR FINAL.pdf
20230926 POL Investment Committee ToR FINAL.docx
20230906 POL Opex Committee ToR FINAL.docx
202306 Post Office Pension Plan Governance Group ToR FINAL.pdf
POL RCC ToR Approved 20230906 by GE.docx
20221214 Property Committee ToR v6 FINAL.docx
20230802 Retail Committee Terms of Reference FINAL.docx
20220428 SPMP SteerCo ToR at Pages 21622 FINAL.pptx
20221214 Technology Committee Schedule 1 to Terms of Reference
FINAL.pptx
20221214 Technology Committee Terms of Reference FINAL.docx
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management
20221031 Group Risk Management Policy v1.4.pdf
20221031-Risk-Management-Policy-Guidelines-v1.0.pdf
2022-Technology-Risk-Appetite-Statements-and-Tolerance-
levels.pdf
20230216-SNOW-Risk-Management---Quick-Reference-Guide
v1.0.pdf
20230216-SNOW-Risk-Management-User-Guide v1.0.pdf
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Appendix 7 - List of documents reviewed
List of documents reviewed (continued)
15 BoardandCommitteeEvaluationReport201920 POL Board
20200408 final (1)
11.01 POL Board Stereo and Committee Evaluation - Progress 2021-
22 20230124 FINAL.docx
13.02 POL Board Stereo and Committee Evaluation Report 2021-22
20220329 FINAL.docx
13.01 POL Board Stereo Evaluation Report 2022-23 20230606
FINAL.docx
08.01 POL Board Independent Audit Board Review 20210330.pdf
POL Board Evaluation Report 2022-23.docx
CONFIDENTIAL AND PRIVILEGED ~ 20230727 -POH ~ DRAFT BSFf
Ongoing POL Governance Review ~ AB Reviewed for confidential
informatio.docx
+ 05_POL Board Members & Executives.docx
Register
of attendance at board
and committee meetings
+ POL Register of Attendance 2022-23.xlsx
+ POL Register of Attendance 2023-24 .xlsx
e GrantThornton
Board induction materials and succession plans
Conflicts of Interest Policy March 23.pdf
PO Group Register Ofinterest Current (POL Only).xlsx
Assurance frame
POL ARC POL Control Framework 20220926 FINAL AM DO NOT
EDIT.docx
Integrated Assurance GE Submission 5 July 2023.docx
20230322Policy-Exception-Note--PEN--FormFinalv1.0.docx
20231010Policy-Exception-ProcessHow-To-Guidev1.0.pdf
2023-Commercial-Risk-Appetite-Statements-and-Tolerance-
Levels. pdf
2023-Governance-Risk-Appetite-Statements-and-Tolerance-
Levels.pdf
2023-People-Risk-Appetite-Statements-and-Tolerancev1.pdf
PO Harm Table Ver Mar 22 FINAL.pdf
central risk team slide pack
20231206 PO Enterprise and Intermediate Risks and
Mitigations.xisx
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Internal Audit Charter and Plans
+ 07.05.00POLARCInternal Audit Update Appendix
120220926F NAL. pdf
+ Appendix 1 FY23 IA Plan Refresh Sept 22.pdt
+ Appendix 1 FY24 IA Plan.pdf
+ WReport ARC Dec22.pdt
+ lAReport ARC Jan23.pdf
* [A Report ARC Mar23 - Final.pdf
+ Internal Audit Charter VO.2 May 23.pdf
+ July ARC IA Update vi.paf
+ POLARCInternalAuditUpdate20220329 (002).pdf
+ POLARCInternalAuditUpdate2022
* Internal Audit and Risk Divisional Structure.pptx
External Audit management letter
+ POL Management Representation Letter FY2021-22SIGNED. paf
Corporate gove
nance policies and procec
+ 2022-2023 Modern Slavery Statement - Approved.pdf
+ 20221031 Group Risk Management Policyv1.4.pdf
+ 2028 Contract Execution PolicyCLEAN.docx
+ ABC Policy v8.0 July 2023.pdf
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Appendix 7 - List of documents reviewed
List of documents reviewed (continued)
AML CTF Policy v10.0 July 2023.pdf
Business Change Management Policy v2.44 2023.pdt
Business Continuity Management Policy (002). pdf
Conflicts of Interest Policy March 23,pdf
Cyber and Information Security Policy 3.1 2023.paf
Document Retention and Disposal Policy v2.0 Clean.pdf
Financial Crime Policy v8.0 July 2023.pdf
FOIEIR Policy v3.1 2023.pdf
Group Legal Policy .pdf
Health and Safety Policy V8. 2023. pdf
HMRC Fit and Proper Policy Standard v5.0.pdf
Law enforcement policy v1.0 Sept 21.pdf
Our Code of Business Conduct.pdt
Physical Security Policy v3.0.pdf
Remuneration Policy for the Executive Directors.msg
POL Pay Directive 07 2023 Senior Managers.pdf
POL Pay Directive 06 2023 Middle ManagersFinal. pdt
POL Pay Directive 04 2023 CWU Grades Final v2.pf
PO Group Contract Execution Policy Quick Reference Guide
‘August 2023 CLEAN.docx
PPI Procurement Policy V24.6.pdf
Protecting Personal Data Policy vi.1 2023. pdf
Speak Up Policy v.8 May 2023.pdf
e GrantThornton
Treasury Policy V0.2 2023.pdt
Treasury Policy DA Matrix August 2023.pdf
Vulnerable Customer Policy V3.3 Sept 22.pdf
First Draft HM Governance Paper Incomplete work product (as sent
to POL on 3 April 2023(7979341.1).docx
Guide to the postmaster support policies v3.0.pdt
Network Cash and Stock Management Policy V3.1.pdf
Network Monitoring and Branch Assurance Support Policy V3.2.pd
Network Transaction Corrections Policy V3.2.pdf
Postmaster Account Support Policy V3.2.pdf
Postmaster Accounting Dispute Resolution Policy V3.2.pdf
Postmaster Complaint Handling Policy V3.2.pdf
Postmaster Contract Performance Policy V5.0.pdf
Postmaster Contract Suspension Policy V5.0.paf
Review Policy V3.0.pdf
Postmaster Contract Termination Policy V5.0.pdf
Postmaster Decision Review Policy V2.2.pdf
Postmaster Onboarding Policy V3.1.paf
Postmaster Training Policy V3.1.pdf
Postmaster Contract Termination Deci
Culture strategy. pptx
PO-Ways Of Working new text_red.png
PO-WaysofWorking-CommitmentCardsA5.pdf
* Ways of working image.jpg
Stakeholder list
+ Communications Master Stakeholder List.xlsx
Board rolling agenda and g
vernance mar
* 00 POL Board Agenda 20240130 v7 FINAL
+ POL Board Governance Map DRAFT.xlxs
Board rolling agenda and g
vernance mar
+ FINAL DRAFT - Guide to IDG improvement tracking- 190722.docx
+ IDG Dashboard - Progress Report October 2023 vi.t.pptx
+ ClJ4 Shortfalls - Storyboard v1.0 (002).pptx
+ Draft - Governance framework ~ Horizon and IT business area v2
120822.docx
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Appendix 8
Glossary
©) GrantThornton
Appendix 8 - Glossary
Glossary
POL, the Company
PO!
FRESH
FRES
DBT, the Shareholder
The Code
The Government Code
Foundational governance documents
HMG
UKGI, the Shareholder Representative
The Inquiry
The Review Reports
AR
RACI
DoA
FOI
MI
Post Office Limited
Post Office Insurance
First Rate Exchange Services Holdings Limited
First Rate Exchange Services Limited
Secretary of State for Business and Trade
UK Corporate Governance Code 2018
Central Governance Code 2011
The Articles of Association, the Shareholder Framework
Document and the Funding Agreement
His Majesty's Government
UK Government Investments Ltd
Post Office Horizon IT Inquiry
Amanda Burton and Simmons & Simmons reports
and recommendations
Appointed Representative
Responsible, Accountable, Consulted and Informed
model/matrix
Terms of Reference
Delegation of Authority
Freedom of Information
Management Information
e GrantThornton
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sD
ump
NED/INED
SID
CEO
CFO
cPO
cio
coo
CRO
cto
GE
SEG
ur
ARC
Rem Co
Nom Co
SubCo
FY
Learning & Development
Long-Term Incentive Plan
Non-Executive Director/Independent Non-Executive Director
Senior Independent Director
Chief Executive Officer
Chief Financial Officer
Chief People Officer
Chief Information Officer
Chief Operations Officer
Chief Risk Officer
Chief Transformation Officer
General Executive
Strategic Executive Group
Leadership Team
Audit and Risk and Compliance Committee
Remuneration Committee
Nomination Committee
GE Subcommittees including Risk § Compliance Committee (RCC),
Investment Approvals & Delivery Group (IDG), Retail Committee,
Improvement Delivery Group (IDG), and Health & Safety Board (HSB)
Financial Year
Wi
Towers Watson
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PD)
(©) GrantThornton