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Post Office Limited Draft_Framework Document _(in_line with Public
Corporations Template)
Introduction and background
1. Purpose of Document
1.1 This framework document (“Framework Document’) has been agreed between
the Department for Business and Trade (“DBT” or the “Shareholder’), UK
Government Investments (“UKGI” or the “Shareholder Representative”) and Post
1 I Office Ltd (“POLthe Company”) in accordance with HM Treasury's handbook
Managing Public Money: (MPM) (as updated from time to time) and has been
approved by HM Treasury.
1.2 This Framework Document sets out the broad governance framework within
2,3 I which POLthe Company, the Shareholder; and UKGI will operate. It sets out:
4 « POLthe Company’s core responsibilities
e The governance and accountability framework that applies between the roles
5 I of the Shareholder, POLthe Company and UKGI as the Shareholder
Representative
e How the day-to-day relationship works in practice, including in relation to
governance and financial matters, considering the framework established in:
6,7 (i) the Articles of Association of POLthe Company (the “Articles”)2; and (ii)
9 the “Funding Agreement” entered into between the Shareholder and POLthe I
Company on [21 April 2022] (as amended, varied or replaced from time to
time) and other governance documentation.
1.3 The document does not itself convey any legal powers or responsibilities but
both parties agree to operate within its terms.
1.4 Copies of the document and any subsequent amendments will be placed in the
Libraries of both Houses of Parliament and made available to members of the public
on GOV.UK and on __hittps://corporate.postoffice.co.uk/en/governance/our-
structure/useful-corporate-information/.
Amendments to and interpretation of this Framework Document
1.5 Any amendment, update or replacement of any provision of this Framework
Document shall be agreed by the parties, from time to time, in writing and must be
consistent with the Articles (as may be amended, updated or replaced from this
date). No variation of this Framework Document shall be effective unless it is in
writing and signed by the parties.
10 I 1.6 This Framework Document shall be reviewed by the Shareholder and POLthe
Company and updated at least every three years unless there are exceptional
" https://assets. publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1
000670/MPML_Spring_21_with_annexes_080721 .pdf
2 https://corporate.postoffice.co.uk/media/ypwh3b5k/20221216_pol_articlesofassociation_clean_final.
pdf
8
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reasons that render this inappropriate that have been agreed with the PAO. The
latest date for review and updating of this Framework Document is [three years from
date of signatures].
1.7 References to (including extracts and summaries of) a statute or statutory
provision include and shall be read as a reference to that statute or provision as
from time to time modified, re-enacted or consolidated whether before or after the
date of this Framework Document, and any subordinate legislation made from time
to time under that statute or statutory provision which is in force at the date of this
Framework Document.
11 I 1.8 References to POLthe Company in this Framework Document shall also be
taken to include any subsidiaries, joint ventures or associate undertakings of
12 IPOLthe Company over which it exercises effective control and which have been
classified to the Public Sector by the Office of National Statistics.
. 14 I fPOLThe Company and its subsidiary companies have their own_ internal
governance arrangements. Where those subsidiaries are classified to the public
sector, the arrangements will not conflict with this Framework Document. Where
subsidiary guidance is found to conflict, the Framework Document will be presumed
to prevail unless explicitly stated otherwise.}
a
Any amendment, update or replacement of any provision of this Framework
Document shall be agreed by the parties, from time to time, in writing and must be
consistent with the Articles (as may be amended, updated or replaced from this
date). No variation of this Framework Document shall be effective unless it is in
writing and signed by the parties.
2. Objectives
16 I2.1 The Shareholder and POLthe Company share the common objective of
17 I delivering access to public services through a network of post offices_that are easily
18 I geographically accessible beyond-its—optimalcommercial-size—as detailed under
19 I POLthe Company’s purpose and duties as set out in sections 4 and 5 below.
20 I To achieve this, the Shareholder and POLthe Company will work together and with
the Shareholder Representative (recognising each other's roles and areas of
expertise), through the promotion of partnership and trust to provide an effective
21 I environment for POLthe Company to achieve these objectives.
3. Classification and Ownership
22 I 3.1 POLThe Company is classified as a Public Non-Financial Corporation under the
Office for National Statistics’ national account system.
3.2 Post Office branches, along with the Royal Mail delivery service, were formerly
part of the General Post Office. After the passage of the Post Office Act 1969, the
Post Office was established as a statutory corporation. Post Office Counters Limited
was created as a wholly owned subsidiary of the Post Office in 1987. After the Post
Office statutory corporation was changed to a public limited company, Royal Mail
Group, in 2001, Post Office Counters Limited became Post Office Limited. As part of
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the Postal Services Act 2011 (PSA 2011), Post Office Limited became independent
of Royal Mail Group on 1 April 2012.
The PSA 2011 provided for a “Post Office company” to continue to be owned by the
Crown or a mutual ownership structure after the privatisation of Royal Mail. Under
the Act (Part 1, Section 4), the Crown may only dispose of its interest in a “Post
Office company” through the issue or transfer of shares or share rights in a Post
Office company to a relevant mutual by order of the Secretary of State for Business,
23, 24, 25 I Innovation and Skills (now Secretary of State for DBusiness and Trade).
26 I POLThe Company formally separated from Royal Mail Group on 1 April 2012,
becoming a private company limited by shares under the Companies Act 2006
wholly owned by the Secretary of State for DBT. It is subject to the requirements and
obligations created by the Companies Act 2006 and successor legislation. On
27 I separation, the Secretary of State was granted a Special Share in POLthe Company
(see paragraph 3.4 below) and the rights and privileges thus conveyed are set out in
the Articles.
28 I 3.3 As a Public Corporation, the POLthe Company's Board has responsibility for the
29 I operations of POLthe Company. Neither the Shareholder nor the Shareholder’s
30 I Representative have any involvement in the day-to-day operations of POLthe
Company or in the management of its network of post offices and staff. While the
31 IPOLthe Company Board retains operational control, it is accountable to the
32 I Shareholder for the performance of POLthe Company and is required to seek
consent for certain matters, as set out in the Articles and in this Framework
Document.
The Special Share
33 I 3.4 Under the Articles, the Secretary of State is granted a “Special Share” in POLthe_
Company, conveying certain rights and privileges to the Shareholder or its
representatives.
The Shareholder is entitled to attend and speak at any general meeting or any
34 I meeting of any other class of shareholders of POLthe Company, but the Special
Share does not carry voting rights or any other rights at any such meeting. At
present there are no other shareholders besides the Secretary of State as Special
Shareholder.
w
The Special Share may only be issued to the Secretary of State and may be
transferred to and held by the Treasury, another Minister of the Crown or any other
duly authorised person (including, without limitation, any nominee) acting on behalf
of the Crown.
35 I The Special Share may be redeemed at any time by the Shareholder, but POLthe I
Company cannot redeem it without prior consent of the Shareholder.
The prior written consent of the Shareholder is required for certain decisions as set
out under Article 8.1 of the Articles.
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36 I Purposes, aims and duties
37 I 4. Purposes
4.1 The PSA 2011 provides for a government-owned “Post Office company” to
pany has been incorporated
under the Companies Act 2006 as a company limited by shares to fulfil this purpose.
5. Powers and Duties
39 I 5.1 POL derives-certain_powers-from+t The Postal Services Act 2000 (PSA 2000)
40, 41, 42, ... I and the PSA 2011 are the key pieces of legislation setting out POLthe Company's
44, 45, 47 pauics and duties. ber iota Heal raters teeteh i tc hy Sl
443 PSA.2000).
48,49 I5.2 POLThe Company’s duties are carried out pursuant to the terms of largely
50 I derived-from-—its Funding Agreement, under which POLthe Company receives a
subsidy from DBT as authorised under S.103 PSA 2000. The Funding Agreement
51, 52 I requires POLthe Company to maintain a nationwide network_of_at least 11,500
operational and trading branches, which is a network beyond its optimal commercial
size. Outlets must be distributed across the country in accordance with the Network
Access Criteria set out in Schedule 5 of the Funding Agreement, which are:
a.
Nationally, 90% of the UK population are within 1 mile of the nearest
Outlet
Nationally, 99% of the UK population are within 3 miles of the nearest
Outlet
In Urban Areas, 95% of the total population are within 1 mile of the
nearest Outlet
In Deprived Urban Areas, 99% of the total population are within 1 mile of
the nearest Outlet
In Rural Areas, 95% of the total population are within 3 miles of the
Nearest Outlet
In each postcode district, 95% of the population to be within 6 miles of
their nearest Outlet.
53 I 5.3 The Funding Agreement also requires POLthe Company to deliver the Services
of Public Economic Interest (SPEI). Set out in Schedule 6 of the Funding
Agreement, the SPEI Services comprise:
1.
Access to postal services
2. Universal access to basic cash and banking facilities
3.
4
. Provision of services on behalf of Central and Local Government.
Universal payment facilities for public utility services
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545.4 Most of POL'’s branches (c.99%) are run by franchise partners or by
i d u ers:_the ng+%-are—“Diree d anc
55, 56, 57 I Ranaged directly by ROL—5.5 Section 11 PSA 2011 requires POLthe Company to
send the Secretary of State a report on its network each year, giving details of the
number and location of post offices, the services provided and accessibility to users
of those services. The Secretary of State must lay a copy of this report before
Parliament.
6.1 Strategic aims
58 I POLThe Company’s public ownership is founded on its purpose as set out in
59 I paragraph 4 above and as implemented pursuant to the terms of the Funding
60 I Agreement as amended by the Shareholder (with the consent of POLthe Company)
from time to time.
61,62 IIIn delivering its_social purpose objectives, the Shareholder expects POLthe
Company to operate under sound commercial and financial principles, and in
accordance with all applicable laws, seeking to deploy its capital, brand and
products as a responsible commercial operator and manage risk to deliver positive
financial returns, notwithstanding the network requirements in paragraph 5.2 above.
63 I POLThe Company’s Group Strategic Plan, discussed at paragraph 32 below, sets
out its strategic objectives for the current planning period as agreed with the
Shareholder.
64 I 6.2 Shareholder undertaking towards POLthe Company
Where consistent with the objectives, purpose, duties and aims set out above, as
65 I well as with the Articles and Funding Agreement, and where POLthe Company as a
public corporation cannot meet the objectives, purpose, duties and aims stipulated
therein without the Shareholder’s support, the Shareholder undertakes to provide
the necessary practical support and in particular to:
(i) on request, provide clarification about the Shareholder’s expectations in
relation to these objectives, purpose, duties and aims or on government
66 policy objectives relevant to POLthe Company more generally
(ii) facilitate regular access to the responsible Minister and the Principal
Accounting Officer, as well as access to other parts of government when
required
67
68
(iii)timely review and comment on POLthe Company’s draft Group Business
Plans and consult with POLthe Company on their development.
The Shareholder also undertakes to provide the following additional support to
69 I POLthe Company:
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(iv)on request, facilitate access to and clarify as needed relevant government-
wide corporate-governance guidance and instructions as set out in
paragraph 7.2 and Annex [X]
(v) take due care in handling commercially sensitive and legally privileged
information (see paragraph 36).
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Governance and Accountability
7. Governance and Accountability
70 I 7.1 POLThe Company shall operate corporate governance arrangements that, so far
as practicable and in the light of the other provisions of this Framework Document or
as otherwise may be mutually agreed, accord with good corporate governance
practice and applicable regulatory requirements and expectations.
71 I 7.2 In particular (but without limitation), POLthe Company shall:
(i) Comply with the principles and provisions of the Financial Reporting
Council's UK Corporate Governance Code’ (the “Code”) (as amended and
2 I updated from time to time) to the extent appropriate to POLthe Company
or specify and explain any non-compliance in its annual report;
(ii) Comply, with the principles and provisions of the Corporate Governance
in Central Government Departments Code of Good Practice to the extent
B I appropriate to POLthe Company or specify and explain any non-
compliance in its annual report;
(iii) I Comply with MPM (subject to the Delegation Letter); and
(iv) Take into account and comply with, as far as practicable, the codes of
good practice and guidance set out in Annex [X] of this Framework
Document, as they apply to public corporations.
74 I POLThe Company shall provide an account of corporate governance in an annual
governance statement to be included in its Annual Report and Accounts including
the Board’s assessment of its compliance with the Code with explanations of any
75 I material departures. To the extent that ROLthe Company does intend to materially
depart from items (i) — (iv) above, the Shareholder and Shareholder Representative
should be notified in advance.
3 https://www. frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code
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The role of the Department as Shareholder
8. The responsible Minister
8.1 The Secretary of State for the Department for Business and Trade has
16 I ministerial responsibility for POLthe Company, although he or she may delegate this
responsibility to a junior minister (the “responsible Minister’). The responsible
Minister provides ministerial oversight and support for key priorities and will typically
71 I account for POLCompany-related business in Parliament.
9. Shareholder appointments
9.1 The Shareholder shall have the following appointment and approval rights in
78 I relation to POLthe Company's Board, any such appointments to be subject to
applicable regulatory requirements and approvals. For appointments which are
79 I caught by the Senior Pay Guidance, POLthe Company should secure CST approval
in advance of the position (and its remuneration package) being advertised.
All Board appointments are subject to Shareholder consent under Article 8.1(A). The
Shareholder also reserves the right under Article 42 to appoint and remove any
80 I person as a director of POLthe Company by notice in writing. In practice
appointments will be made as follows:
(i) The Shareholder will appoint the Chair. This appointment is subject to the
Public Appointments Order in Councils and as such must comply with the
81 I principles of the Governance Code for Public Appointments.
(ii) The Shareholder will nominate a senior employee of the Shareholder
Representative as a Non-Executive Director on the Company's Board (the
“Shareholder Director’). The Shareholder Director may nominate an
, 83 I observer to attend the POL Board in his or her absence.
(iii) I The Board will appoint the Chief Executive Officer (“CEO”) on the advice
of the Nominations Committee, subject to the prior written consent of the
Shareholder. The CEO shall be a permanent employee of POLthe
Company. The selection process must be fair and open and the request to
the Shareholder for consent to the appointment should be accompanied
by an explanation in writing as to why the Board recommends the
appointment. This process does not automatically apply to proposals to
85 appoint an interim CEO; however, POLthe Company should agree a
process case-by-case with the Shareholder Representative given the
86 circumstances of any particular interim requirement,_noting that the
Articles require Shareholder consent for the appointment or removal of
“any person carrying out the general management functions of a chief
executive officer’.
84
(iv) The Board will appoint Non-Executive Directors drawn from the
Postmaster populations, subject to the Shareholder’s prior written consent
to the selection process, which shall be fair and open. Following
4 https://publicappointmentscommissioner.independent.gov.uk/regulating-appointments/orders-in-council/
s There are currently two Postmaster NEDs.
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completion of the process, the Shareholder will ratify the appointments on
the basis of a report and recommendation from the Board demonstrating
that the agreed process has been materially followed. Such ratification
shall constitute Shareholder consent to the appointments under Article
8.1(A)(i) and will not be unreasonably withheld.
(v) I The Board will appoint the other Directors (including the CFO) on the
advice of the Nominations Committee, subject to the prior written consent
of the Shareholder. The selection process must be fair and open and the
Shareholder should be consulted on the overall recruitment process,
including the proposed terms and conditions of appointment, before that
process begins. The request to the Shareholder for consent to the final
appointment should be accompanied by an explanation in writing as to
why such appointment is recommended by the Board. This process also
applies to proposals to re-appoint directors, and to the appointment of
87 interim directors.
88 (vi) In each case, the Board will give legal effect to the appointment.
9.2 All appointments should have regard to the principle that appointments should
reflect the diversity of the society in which we live, and appointments should be
made taking account of the need to appoint Boards which include a balance of skills
and backgrounds.
9.3 In accordance with the Articles, directors shall cease to be directors if they
89 I cease to be employees of POLthe Company or a Group Company. The employment
90 I contract of each director shall provide for a power of attorney enabling POLthe
Company to execute a deed of resignation upon termination of his or her
employment.
10. Other Shareholder reserved matters
10.1 The Shareholder will review and, if in agreement, give prior written consent for
91 I the Shareholder reserved matters set out in Article 8.1 of the Articlesattached-at-
93,94 I Appendix-{X}). ROLThe Company should normally include requests for consent to
Relevant Transactions in the Group Business Plans as described in paragraph 32.5
96,97 I below. Where POLthe Company requires consent to a Relevant Transaction not
98, 99, 100 I included _in a Group Business Plan, ROLthe Company shall seek this consent in
advance of the transaction being entered into. This may take the form of, e.g., a
quarterly pipeline of upcoming Relevant Transactions requiring consent.
10.2 At the reasonable request of the Shareholder, the Directors shall meet the
101 I Shareholder or its representatives to discuss the affairs of POLthe Company and
102 I provide such information in relation to the affairs of POLthe Company as the
Shareholder may reasonably require.
10.3 The Shareholder is committed to giving the Board the freedom to operate
103 I POLthe Company in line with the spirit of this Framework Document. Decisions on
104 I the day-to-day management of POLthe Company will be taken by the Board in
accordance with their statutory, regulatory, common law and fiduciary duties.
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11. The Principal Accounting Officer (“PAO”)
11.1 The Permanent Secretary of the DBT is the PAO for the activities of POLthe
Company.
11.2 The PAO is accountable to Parliament for the issue of any grant-in-aid to
POLthe Company, and for ensuring that arrangements are in place for effective
shareholder oversight of POLthe Company.
105
106
107
PAO’s specific accountabilities and responsibilities
11.3 The general responsibilities of a departmental PAO are set out in chapter 3 of
MPM. The PAO is responsible for advising the responsible Minister on (but not
limited to) the following:
108 I . an appropriate framework of objectives and targets for POLthe Company
in the light of DBT’s wider strategic aims and priorities
109 I . an appropriate allocation of DBT’s budget for POLthe Company (currently
in the form of subsidy and investment payments under the Funding
Agreement) in the light of DBT’s overall expenditure priorities
110 I . how well POLthe Company is achieving its strategic objectives and if it is
delivering value for money
11.4 The PAO via the Shareholder Representative is also responsible for ensuring
arrangements are in place to:
111 . monitor POLthe Company's activities and performance
112 ° address significant problems in POLthe Company, making such
interventions as are judged necessary
. periodically carry out an assessment of the risks both to the Shareholder
113 I and POLthe Company’s objectives and activities in line with the wider
departmental risk-assessment process
114 . inform POLthe Company of relevant Government policy in a timely manner
115 . bring any Shareholder concerns about the activities of POLthe Company
116 to the POLthe Company's Board, and as appropriate to the DBT board,
requiring explanations and assurances that appropriate action has been
taken
12. Role of the Shareholder Representative
117 I 12.1 UKGI is part of the sponsorship of POLthe Company, by acting as Shareholder
Representative on behalf of DBT. UKGI’s responsibilities are set out in Annex [x] to
this Framework Document.
118 I Fherefore-POLThe Company should engage with the Shareholder Representative
119, 120 I as the initial point of contact between POLthe Company and the Shareholder,
recognising that officials within the Policy Sponsor teams have established working
120;,121,.:.
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124
125
126
127
128
129
130
131
132
133
134
135
136
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138
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relationships with POLthe Company staff members and that those channels should
remain in place for matters within the Policy Sponsor’s responsibility (e.g. policy and
fundin
12.2 The Shareholder Representative shall, as set out in Annex [x] to this
Framework Document:
e establish and maintain appropriate and effective corporate governance
foundations which govern the relationship between the Shareholder, the
Shareholder Representative and POLthe Company
* promote effective objectives, business planning and performance against the
Group Strategic Plan
* promote strong corporate capability
* promote effective leadership (high quality boards and senior management)
*® promote effective relationships between the Shareholder as policy sponsor
and POLthe Company
e support and supplement the activities outlined above by providing an
experienced Non-Executive Director on the Board of POLthe Company
e provide advice to the PAO and responsible Minister in respect of requests for
Shareholder consent for appointments and other reserved matters under
Article 8.1 of POL’s Articles-of Associationthe Articles, and provide a point of
contact for POLthe Company for such requests
13. The Role of the DBT Policy Sponsor Team (the “Policy Sponsor”)
13.1 The responsible Minister is the government policy sponsor of POLthe_
Company.
13.2 On behalf of the Shareholder, the Policy Sponsor within DBT will have
oversight of POLthe Company from a policy perspective. The responsible senior
civil servant for this relationship is the Director of Post Office and Business
EngagementResilience. The Policy Sponsor advises and, as appropriate, acts on
behalf of the responsible Minister on relevant government policy developments and
in responding to requests from the Company to provide a policy perspective on
POLthe Company’s plans and activities.
13.3 The Policy Sponsor's role includes:
e advising POLthe Company of relevant policy and guidance in a timely
manner, including annual policy objectives in relation to POLthe Company’s
Group Business Plans
e advising Ministers on POLthe Company’s progress against agreed policy
objectives
e engaging closely with POLthe Company on wider policy developments and
cross-Government priorities impacting on, or affected by, the work of POLthe
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139 I Company so as to ensure POLthe Company's activity is consistent with the
wider government policy framework
140 I ¢ facilitating POLthe Company’s access to government on policy matters as
required
* responding to Parliamentary scrutiny and reporting requirements
141 I * managing requests for business-case approval where POLthe Company
requires additional funding or other approval beyond its agreed funding or
delegations, including:
142 I o identifying with POLthe Company which business cases require
approval by the Department and/or HMT
143 I o advising POLthe Company on the standards for business cases
required by HMG
144 I o reviewing and providing feedback to POLthe Company as it develops
business cases
145 I © guiding POLthe Company on the submission and progression of
business cases through departmental and HMT approvals processes
© providing related advice to the PAO and responsible Minister
146 I o mManaging departmental and HMT consideration of business cases
expeditiously and without undue delay
147, 148
149, 150
o managing Subsidy Control Act compliance (including advice—from—
engaging with and referrals to the Subsidy Advice Unit where required)
Working relationship between Shareholder Representative and Policy Sponsor
151
152
13.4 To ensure that POLthe Company does not receive conflicting instructions from
the Shareholder:; the Shareholder Representative and Policy Sponsor will work
together to ensure clarity and consistency in respect of departmental advice,
instructions and decisions.
UKGI, as the Shareholder Representative, has no role in policy. The clear
separation of the shareholder function from the policy function ensures clarity and
transparency in decision making as between shareholder and policy.
The Shareholder Representative will work with the Policy Sponsor and departmental
153 I Partnerships Team as-set-outin the Memorandum of Understanding (MoU) between
Annex—X)to_ensure_ that_sponsorship best practice is followed and provide the
necessary assurance to the PAO.
14, Freedom of Information requests and Special Category Information
14.1 Where a request for information is received by either party under the Freedom
of Information Act 2000, or the Data Protection Act 1998 or 2018, the party receiving
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the request will consult with the other party prior to any disclosure of information that
may affect the other party’s responsibilities.
14.2 For the purposes of this section, Special Category Information shall mean:
(i) legally privileged information
154 (ii) commercially sensitive information, in each case as marked by POLthe
Company (“LEGALLY PRIVILEGED” or “COMMERCIALLY SENSITIVE”, as
relevant) prior to the distribution of such information to the Shareholder or the
Shareholder’s Representative, or which is not marked as such but which by
its nature is legally privileged or commercially sensitive information or which
the recipient knows or ought reasonably to know is legally privileged or
commercially sensitive information
14.3 The parties acknowledge that the Freedom of Information Act 2000 (FOIA)
and the Environmental Information Regulations 2004 (SI 2004/3391) (EIR)
potentially apply both to information disclosed by POLthe Company to the
Shareholder or the Shareholder Representative and to information held by POLthe
Company that is not disclosed to the Shareholder or the Shareholder
Representative.
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156
14.4 Where a request for information is received by either party under the FOIA or
the Data Protection Act 1998 or 2018, the party receiving the request will consult
with the other party prior to any disclosure of information that may affect the other
party’s responsibilities.
14.5 If the Shareholder or the Shareholder’s Representative receives a request for
the disclosure of any information that includes within its scope Special Category
Information, it shall:
157 (i) inform POLthe Company of the request
158 (ii) allow a reasonable period for representations to be made by POLthe
Company as to whether prejudice to its interests would occur were the
159 Special Category Information to be disclosed, provided that POLthe Company
shall make such representations within 10 Business Days from the date of the
notification by the Shareholder or the Shareholder’s Representative
14.6 The Shareholder or the Shareholder Representative will have regard to any
representations received pursuant to the above part (ii) but retain sole discretion as
to whether any Special Category Information falls to be disclosed under FOIA or
EIR.
15. Reporting on legal risk and litigation
15.1 Notwithstanding the provisions of any protocol agreed under the terms of
160, 161 I paragraph {x]15.2 below, POLthe Company shall provide a quarterly update to the
Shareholder on the existence of any active litigation, any threatened or reasonably
anticipated litigation [and any special payments. (settlements) made within the
delegation set out in the Delegation Letter]. The parties acknowledge the
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Page 13 Comments
K1 To be included only if the Delegation Letter includes a delegation for special
payments.
Kennedy, Benjamin - UKGI, 27/06/2024 06:55 PM
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importance of ensuring that legal risks are communicated appropriately to the
shareholder in a timely manner.
162 I 15.2 In respect of each substantial piece of litigation involving POLthe Company, the
parties will agree a litigation protocol which will include specific provisions to ensure
appropriate and timely reporting on the status of the litigation and the protection of
legally privileged information transmitted to the shareholder to facilitate this. Until
such time as a protocol is agreed, the parties will ensure that:
e material developments in the litigation are communicated to the shareholder
in an appropriate and timely manner;
e legally privileged documents and information are clearly marked as such;
e individual employees handling the legally privileged documents are familiar
with principles to which they must adhere to protect legal privilege; and
e circulation of privileged information within government occurs only as
necessary.
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163 I POLThe Company’s Governance Structure
164 I 16. The responsibilities of POLthe Company’s CEO as the Accountable Person
165, 166 I 16.1 The PAO has designated POLthe Company’s CEO as POLthe Company’s
Accountable Person.
167 I 16.2 The PAO expects the CEO to take personal responsibility for running ROLthe_
Company in accordance with the principles of regularity, propriety, value for money
and feasibility set out in MPM.
16.3 The Shareholder recognises that as a Public Corporation operating in
168 I commercial markets POLthe Company needs to take investment and other financial
decisions in accordance with commercial practices.
16.4 Nevertheless, in line with the CEO’s responsibilities as Accountable Person,
169 I the Shareholder requires POLthe Company to comply with MPM in its entirety,
subject to the delegations set out in the Delegation Letter.
16.5 A full outline of the responsibilities of the Accountable Person can be found in
his or her letter of appointment set out in Annex X.
17. Responsibilities to Parliament
170 I 17.1 The responsibilities of POLthe Company's Accountable Person to Parliament
and the public include:
e signing the accounts and ensuring that proper records are kept relating to the
accounts and that the accounts are properly prepared and presented in
accordance with any directions issued by the Secretary of State;
e preparing and signing the Governance Statement covering corporate
governance, risk management and oversight of any local responsibilities, for
inclusion in the annual report and accounts;
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172
e ensuring that effective procedures for handling complaints about POLthe
Company are established and made widely known within POLthe Company;
e acting in accordance with the terms of this Framework Document, MPM, their
fiduciary duties under the Companies Act, any governing legislation and other
instructions and guidance issued from time to time by the Shareholder, HM
Treasury and the Cabinet Office; and
e giving evidence, normally with the PAO, when summoned before the Public
173 I Accounts Committee on POLthe Company’s stewardship of public funds.
18. Responsibilities to the Shareholder and the Shareholder Representative
18.1 The Accountable Person’s responsibilities to the Shareholder and Shareholder
Representative include:
174 e establishing, in agreement with the Shareholder, POLthe Company’s Group
Business Plans
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175 e informing the Shareholder and Shareholder Representative of POLthe
Company's continued meeting of its duties under the Funding Letter (as
described in section 5 above)
e informing the Shareholder and Shareholder Representative of progress in
176 I achieving POLthe Company’s strategic objectives, including as agreed in the
Group Strategic Plan and annual Chair's letter, as appropriate and in
demonstrating how resources are being used to achieve those objectives
e ensuring that timely forecasts and monitoring information on performance and
finance are provided to the Shareholder Representative
e that any significant problems whether financial or otherwise, and whether
detected by internal audit or by other means, are notified to the Shareholder
Representative in a timely fashion
19. Responsibilities to the Board
19.1 The Accountable Person is responsible for:
177 e advising the Board on the discharge of POLthe Company’s responsibilities as
set out in this Framework Document, legislation, the Funding Agreement and
in any relevant instructions and guidance that may be issued from time to
time;
178 I e advising the Board on POLthe Company’s performance compared with its
aims and objectives as set out in the Group Business Plans; and
179 e ensuring that financial considerations are taken fully into account by POLthe_
Company's Board at all stages in reaching and executing its decisions, and
that appropriate financial appraisal techniques are followed.
Managing conflicts
19.2 The CEO should follow the advice and direction of the Board, except in very
exceptional circumstances with a clear cut and transparent rationale for not doing
so.
180 I 19.3 As POLthe Company’s Accountable Person, the CEO must take care that his or
her personal legal responsibilities do not conflict with his or her duties as a Board
member. In particular, the CEO should vote against any proposal which appears to
cause such a conflict; it is not sufficient to abstain.
181 I 19.4 If the Chair or Board of POLthe Company is minded to instruct the CEO to carry
out a course inconsistent with his or her duties as Accountable Person, then the
CEO should make his or her reservations clear, preferably in writing. If the Board is
still minded to proceed, the CEO should then:
« ask the PAO of the Shareholder department to consider intervening to resolve
the difference of view, preferably in writing;
« if the Board’s decision stands, seek its written direction to carry it out and
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inform the Shareholder;
* proceed to implement without delay; and
« follow the routine in paragraph 3.6.6 of MPM (which sets out an accounting
officer's obligations when in receipt of a ministerial direction).
20. The Board
The Role of the Board
182 I 20.1 The role of the Board shall be to run POLthe Company in accordance with their
statutory, regulatory, common law and fiduciary duties and their responsibilities
under this Framework Document. Detailed responsibilities of the Board shall be set
out in the Board terms of references (as varied from time to time) and shall include
the following:
183 I e establishing and taking forward POLthe Company’s aims and objectives as
set out in this Framework Document and agreed with the Shareholder, within
the policy and resources framework determined by the Shareholder
184 I e providing effective leadership of POLthe Company within a framework of
prudent and effective controls which enables risk to be assessed and
managed
185 e ensuring the financial and human resources are in place for POLthe
Company to meet its objectives
e developing, updating and approving the Group Business Plans and budget
e ensuring that the Board receives and reviews regular management and
186 I financial information concerning the management of POLthe Company, and is
informed in a timely manner about any concerns about the activities of
187 I POLthe Company
e reviewing management performance
e ensuring that the Shareholder is kept informed of any changes which are
188 I likely to impact on the strategic direction of POLthe Company, its ability to
satisfy its duties or on the attainability of its objectives, and determining the
steps needed to deal with such changes
e demonstrating high standards of corporate governance at all times, including
189 I by using POLthe Company’s audit and risk committee to help the Board to
address key financial and other risks
e ensuring that any statutory or administrative requirements for the use of
public funds are complied with
e ensuring that the Board operates within the limits of its statutory authority and
any delegated authority agreed with the Shareholder and in accordance with
190 I any other conditions relating to the use of public funds. POLthe Company’s
financial delegations are set out in the Delegation Letter from the
Shareholder
6 https://corporate. postoffice.co.uk/en/governance/our-structure/useful-corporate-information/
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e if required, co-operating fully with the requests of all relevant Parliamentary
committees for scrutiny, requests from the Parliamentary Commissioner for
Administration and otherwise to assist the Shareholder and the Shareholder
191 I Representative in answering questions about POLthe Company
e determining all such other things which the Board considers ancillary or
192 I conducive to the attainment or fulfilment by POLthe Company of its objectives
20.2 The Board shall, prior to taking any final decision on a Relevant Issue, give the
Shareholder written notice setting out all relevant details of the Relevant Issue and
the preliminary decision (if any) reached by the Board, not less than 10 business
days before the taking of any such final decision. An issue is a Relevant Issue if, in
the reasonable opinion of the Board:
(i) it is not set out in reasonable detail in approved Group Business Plan
(ii) it is an issue which may have a material adverse effect upon the business
or financial prospects of the Group or any Group Company
(iii) it relates to regulatory matters, such as any Group Company being
referred for regulatory investigation by a relevant regulatory authority.
21. The Chair’s role and responsibilities
21.1 The Chair is accountable to the shareholder and is responsible for leading the
193 IBoard in the delivery of its responsibilities. Engagement between POLthe
Company’s Board and the Shareholder should, in the first instance, be through the
Chair engaging with the Shareholder Representative (recognising that officials
within the Shareholder Representative and Policy Sponsor teams have established
194 I working relationships with POLthe Company staff members).
195 I 21.2 The Chair should lead the Board in providing support and challenge to POLthe
Company’s CEO and the executive team as set out in the annual Chair's letter
issued to the Chair by the Shareholder. The Chair's letter will typically provide clarity
196 I over the Shareholder’s shorter-term aspirations for POLthe Company, and ask the
197 I Chair to ensure POLthe Company's strategic alignment with wither DBT or
Government policy objectives. The expectations set out in the Chair's letter also
provide a benchmark for the annual assessment of the Chair’s performance, as set
out at paragraph 21.5 below.
21.3 The Chair has the following leadership responsibilities:
e formulating the Board’s strategy
e leading the Board in scrutinising and challenging the Group Business Plans
formulated by the executive
e ensuring that the Board, in reaching decisions, takes proper account of
guidance provided by the Shareholder
e promoting the efficient and effective use of staff and other resources; and
e ensuring high standards of regularity and propriety
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representing the views of the board to the general public
21.4 The Chair also has an obligation to ensure that:
.
198
199 I
the Board has a balance of skills and diversity which is appropriate to
directing POLthe Company’s business
the Chair, together with the other Board members, receives appropriate
training on financial management and reporting requirements and on any
differences that may exist between private- and public-sector practice
Board members are fully briefed on terms of appointment, duties, rights and
responsibilities and that the Chair assesses the performance of individual
Board members regularly and when being considered for re-appointment
there are regular internal and external reviews of Board performance and
composition, with an externally facilitated Board evaluation at least every
three years [and conducted in accordance with the Cabinet Office Guidance
on Board Effectiveness Reviews: Principles and Resources for Arm’s-Length
Bodies and Sponsoring Departments]
the Shareholder is advised as appropriate, via the Shareholder
Representative, of POLthe Company’s needs when Board vacancies arise.
The Chair will discuss Board composition, external board review and
succession plans with the Shareholder Representative from time to time and
agree any actions at least annually
there is a Board Operating Framework in place setting out the role and
responsibilities of the Board consistent with the Government Code of Good
Practice for Corporate Governance7
there is a code of practice for Board members in place, consistent with the
Cabinet Office Code of Conduct for Board Members of Public Bodiess
200 I21.5 The Senior Independent Director of POLthe Company shall lead and co-
ordinate on behalf of the Board an annual review of Chair’s performance in
accordance with the Code, working closely with the Shareholder Representative.
21.6 The Chair is bound by the Code of Conduct for Board Members of Public
Bodies which covers conduct in the role and includes the Nolan Principles of Public
Life.s
22. Individual board members’ responsibilities
22.1 Individual Board members should:
comply at all times with the Code of Conduct for Board Members of Public
Bodies, which covers conduct in the role and includes the Nolan Principles of
7 https://www.gov.uk/government/publications/corporate-governance-code-for-central-government-
departments-2017
2 https://www.gov.uk/government/publications/code-of-conduct-for-board-members-of-public-bodies
9 https://www.gov.uk/government/publications/the-7-principles-of-public-life
201 I
202 I
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Public Life, and with the rules relating to the use of public funds and conflicts
of interest, and with any other applicable guidance on the role of public-sector
non-executive directors and Boards that may be issued from time to time by
HMG
e demonstrate adherence to the 12 Principles of Governance for all Public
Body Non-Executive Directorsio as appropriate and not misuse information
gained in the course of their public service for personal gain or for political
profit, nor seek to use the opportunity of public service to promote their
private interests or those of connected persons or organisations
e comply with the Board’s rules on the acceptance of gifts and hospitality, and
of business appointments
e ensure that, in accordance with the Code they should not take on additional
external appointments without prior approval of the Board. Furthermore, the
Shareholder Representative should be informed in advance before a director
takes on a new external appointment
act in good faith and in the best interests of POLthe Company and in
accordance with their statutory, common-law and fiduciary duties as directors
of POLthe Company, including under section 172 of the Companies Act 2006
which sets out directors’ duty to promote the success of the company for the
benefit of the members as a whole
23. Composition of the Board
23.1 The Board comprises the Non-Executive Chair, the Non-Executive Directors
(including the Shareholder Director and the Postmaster Directors), one of whom
should be a Senior Independent Director (“SID”), the CEO, the Chief Finance Officer
(CFO) and such other Executive Directors whose appointment is recommended by
the Nominations Committee, approved by the Board and consented to by the
Shareholder from time to time.
23.2 The Board must contain a balance in favour of Non-Executive Directors whom
the Board considers to be independent.
23.3 All of the above will be company directors within the meaning of the Companies
Act 2006.
23.4 Not used.
23.5 All appointments should have regard to the principle that appointments should
reflect the diversity of the society we live, and appointments should be made taking
account of the need to appoint a Board which include a balance of skills and
backgrounds.
24. Board committees
10 https://www.gov.uk/government/publications/public-bodies-non-executive-director-principles/12-
principles-of-governance-for-all-public-body-neds
204
205
206
207
208
209
210
211
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24.1. It is the responsibility of the Board to constitute such committees as necessary
for it to fulfil its functions. In line with the UK Corporate Governance Code as a
minimum the Board should have three committees: audit and risk, remuneration and
nomination.
24.2. The terms of reference of each committee should set out its responsibilities
and the authority delegated to it by the Board, in line with the following:
The Audit and Risk Committee is responsible for assisting the Board in
fulfilling its oversight responsibilities for the financial reporting process,
systems of internal control, risk management, the internal capital adequacy
process, and internal and external audit. Its remit also includes matters
relating to whistleblowing and compliance with applicable regulations and
legislation. The POLthe Company's Audit and Risk Committee Terms of
Reference are published on the POLthe Company’s website.11
The Remuneration Committee will design POLthe Company’s remuneration
policies and will consider and approve the remuneration arrangements for the
Executive Directors (subject to Shareholder consent) and_ senior
management. The POLthe Company's Remuneration Committee Terms of
Reference are published on the POLthe Company's website.
The Nominations Committee is responsible for leading the process for
Board appointments (excluding the Chair and Shareholder Director, which are
led by the Shareholder), ensuring a rigorous search and selection process
based on its evaluation of the balance of skills, knowledge and experience
required on the Board. The POLthe Company's Nominations Committee
Terms of Reference are published on the POLthe Company's website.
24.3 Currently POLthe Company's Board also has an Investment Committee which
is responsible for oversight of POLthe Company’s investment activity, and a
Remediation Committee which is responsible for oversight of postmaster
remediation schemes.
11 https://corporate.postoffice.co.uk/en/governance/our-structure/useful-corporate-information/
2
2
213
214
215
216
217
218
219
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Management and Financial Framework
25. HM Treasury guidance
I 25.1 The activities, roles and responsibilities of POLthe Company as described in
this Framework Document should comply with MPM and guidance issued by HM
Treasury (as amended from time to time and to the extent applicable to POLthe
Company).
25.2 POLThe Company will be subject to the rules set out in Consolidated
Budgeting Guidance.
26. Delegated authorities
26.1. POLThe Company's Board is responsible for establishing appropriate
delegations with the Executive Directors. The shareholder-Shareholder will review
these delegations from time to time with the Board. POLThe Company currently
publishes its scheme of delegations on its website.12
I 26.2 POLThe Company's financial delegations are set out in a Delegation Letter
from the Shareholder to the Accountable Person. The Delegation Letter may be
updated and superseded by later versions which may be issued by the Shareholder
in agreement with HM Treasury. In line with MPM Annex 2.2 these delegations will
be reviewed on an annual basis.
I 26.3 POLThe Company shall obtain the Shareholder’s and where appropriate HM
Treasury’s prior written approval before:
e entering into any undertaking to incur any expenditure that falls outside the
delegations
e incurring expenditure for any purpose that is or might be considered novel or
contentious [(except special severance payments within any delegation set
out in the Delegation Letter)], or which has or could have significant future
cost implications
e making any significant change in the scale of operation or funding of any
initiative or particular scheme previously approved by the Shareholder
e making any change of policy or practice which has wider financial
implications that might prove repercussive or which might significantly affect
the future level of resources required
e carrying out policies that go against the principles, rules, guidance and
advice in MPM
27. Banking, loans and working capital
27.1 Any loan facilities put in place should be reviewed and approved by the Board
and take into account guidance set out in MPM (5.8 Borrowing by Public Sector
Organisations and 5.9 External Borrowing) where relevant. Any loan facility will be
12 https://corporate.postoffice.co.uk/en/governance/our-structure/useful-corporate-information/
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Page 22 Comments
K2 To be included only if a delegation for special severance payments is included in the
Delegation Letter
Kennedy, Benjamin - UKGI, 27/06/2024 06:45 PM
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220 I arranged between POLthe Company and the Shareholder and will be conducted on
commercial arms-length terms for the purposes of providing working capital or other
purposes as agreed in writing by the Board and the Shareholder.
221 I 27.2 POLThe Company will operate through the Government Banking Service and
such commercial banking arrangements as are approved by the Board, the
Shareholder and HMT from time to time.
27.3 During the term of the Funding Agreement, unless otherwise agreed between
, 223 I the Shareholder and POLthe Company, POLthe Company is not expected to borrow
externally and, in any case, this will at all times be subject to the limits and approval
224 I requirements set out in the Articles (Article 8.1(AA)). Any borrowing by POLthe
Company from the Shareholder shall be subject to appropriate documentation to be
agreed between the parties.
22:
v
28. Charging and dividends
225 I 28.1 POLThe Company will operate commercial market rate pricing consistent with
section 6.6 of MPM, in accordance with company and competition law. To the extent
226 I that it is applicable, POLThe Company's charging will be in accordance with the Re-
use of Public Sector Information Regulations 2015 (as amended or re-enacted).
227 I 28.2 Since its incorporation, POLthe Company has been engaged in a substantial
restructuring of its business whilst continuing to meet its obligation to deliver SPEI
228 I across a minimum network of post offices. As a result, POLthe Company has
required financial support for the uneconomic parts of the network of post offices
and investment funding to develop the commercial arm of the business and upgrade
229 I its ageing infrastructure. POLThe Company has therefore not been in a position to
consider any return of capital to the Shareholder.
230, 231 I 28.3 POL-The Company and the Shareholder hold a shared aspiration for POLthe_
232 ICompany to become commercially sustainable in the future. Should POLthe
Company become commercially sustainable, the Shareholder holds a_ further
233 I aspiration for POLthe Company to adopt a dividend policy. The precise mechanism
by which the amount of any dividend would be determined and paid will be agreed at
the relevant time, subject always to the requirements of applicable law and the
234 I financial position of POLthe Company at the relevant time.
29. Risk management
235 I 29.1 POLThe Company shall ensure that the risks that it faces are dealt with in an
appropriate manner, in accordance with relevant aspects of best practice in
236 I corporate governance, and—develop—a—risk-management_strategy,_in—accordance-
withincluding the HM Treasury “Orange Book” guidance Management of Risk:
238, 239 I Principles and Concepts.1: POLThe Company shall engage with the Shareholder
Representative on the establishment of an appropriate risk reporting and escalation
process.
13 https://www.gov.uk/government/publications/orange-book
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Page 23 Comments
K3
If possible I think we should try to set out the established commercial banking and
borrowing arrangements here. This appears to be the expectation of MPM
5.16.17 (which states that borrowing from commercial banks should be set out in
the public corp's foundational documents). Aim will be for POL to draft this in the
first instance.
Kennedy, Benjamin - UKGI, 27/06/2024 06:49 PM
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30. Counter-fraud and theft
240 I 30.1 POLThe Company shall adopt and implement policies and practices to
safeguard itself against fraud and theft.
241 I 30.2 POL-The Company should act in compliance with MPM Annex 4.9 (Fraud) and
should take into consideration guidance as issued by the Counter Fraud Function
242 I including the Counter Fraud Functional Standard.14 It should undertake proportional
due diligence and take all reasonable steps to appraise the financial standing of any
firm or other body with which it intends to enter a contract.
244, 245 I 30.3 POLThe Company shall maintain records on fraud _and_theft suffered by
246,247 I POLthe Company, and report to the Shareholder as required by the Public Sector
248, 250, ... I Fraud Authority Mandate.1s POLThe Company shall also POL-shall keep-records-of-
and-prepare and forward to the Shareholder an annual report on fraud and theft
253 I suffered by POLthe Company and notify the Shareholder of any unusual or major
incidents as soon as possible.
31. Remuneration and staff
254 I 31.1 POL’s-The Company's staff are not civil servants and therefore the annually
255 I updated Civil Service Pay Guidance does not apply. POL’s-The Company's staff are
Public Servants.
Pay Controls
31.2 Controls over pay and conditions apply as follows:
256 e senior pay: the remuneration package of POLthe Company’s Chair, CEO,
and any other roles that are Ministerial appointments or appointments
approved by a Minister require approval by the Chief Secretary to HM
Treasury (CST) in accordance with the HMT Guidance on the Approval of
Senior Pay (“Senior Pay Guidance”) which came into force on 1 January
2018, or any updates thereafter. In addition, any remuneration package for
any member of staff that is in excess of the CEO’s will require CST approval
under the Senior Pay Guidance
257 e any other senior appointments are made by POLthe Company and are not
Ministerial appointments or appointments that are approved by a Minister.
They do not engage the Senior Pay Guidance and do not require CST
approval. This does not remove the right of the Shareholder from dismissing
258 or appointing any Board member pursuant to POLthe Company's Articles
259 e other pay: as a public corporation whose staff are not civil servants, POLthe
Company does not have to comply with the limits on Increased Remuneration
Cost set out within the annually updated Pay Remit Guidance. However,
260 I POLthe Company is expected to comply with the Public Sector Pay and
Terms Guidance Note.1s
14 https://www.gov.uk/government/publications/government-functional-standard-govs-013-counter-fraud
249 I 1s https://www.gov.uk/government/publications/public-sector-fraud-authority-mandate
16 https://www.gov.uk/government/publications/public-sector-pay-and-terms-guidance-note
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Board responsibilities regarding staff
31.3 The Board is solely responsible for all other staff matters, including the
appointment and management of staff, determining staff numbers, and determining
terms and conditions of appointment in accordance with appropriate HR documents,
including the Remuneration Policy.
261 I 31.4 POLThe Company must have regard to wider public sector pay policy when
262 I setting a Remuneration Policy for POLthe Company.
31.5 The Remuneration Committee should have oversight of all bonus and incentive
schemes. The Board will delegate to the Remuneration Committee those
responsibilities set out in paragraph 24.2 above.
263 I 31.6 The CEO is responsible for ensuring POLthe Company conducts its operations
in accordance with MPM.
264 I 31.7 It is the responsibility of POLthe Company to ensure it complies with the IR35
requirement.
31.8 Special severance payments require HMT approval in line with MPM A4.13
[(unless within a delegation set out in the Delegation Letter)].
265 I 31.9 Confidentiality clauses may be used:
266, 267, ... * only in accordance with POLthe Company's regulatory requirements
269 ° only in respect of the terms of the agreement itself (the final package and
terms of the settlement agreement document)
270 e only so far as they do not hinder employees’ ability to speak about their
272, 273 experiences in POLthe Company's employ
274 I The current version of the Cabinet Office quidance17 on confidentiality clauses does
276 I not apply to public corporations which do not pomp ley civil servants such as POLthe
277 I Company
accordance with POL’s regulatory requirements,
31.10 Salary sacrifice schemes must be consistent with MPM guidance on tax
planning and the Public Sector Pay and Terms Guidance Note.
279 I 31.11 POL’s-The Company's travel policy must be consistent with the guidance on
travel for public sector employers (including the Public Sector Pay and Terms
Guidance Note), with first class travel only permitted if there is a strong business
need to do so.
280 I 31.12 POQL-The Company should report (via the Remuneration Committee) to the
Shareholder Representative the number of posts paid above the remuneration
threshold (with names). The Annual Report should contain full details of the
275 I 17 https://www.gov.uk/government/publications/civil-service-settlement-agreements-special-severance-
payments-and-confidentiality-clauses
278 I se-hetps/ -govk/g /publications/civit i st " o ial:
: "
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Page 25 Comments
K4 To be included only if a delegation for Special Severance Payments is included in
the delegation letter.
Kennedy, Benjamin - UKGI, 27/06/2024 06:50 PM
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remuneration of Board members, provide information in bands for Executive
Committee members paid above the remuneration threshold, and report the
numbers of other staff (without names) paid above the remuneration threshold. POL-
The Company should also notify HMT, via the Shareholder Representative, of all
bonus arrangements put in place that are above the remuneration threshold as soon
as the decision is made and within no more than one month. The number of bonuses
paid above the threshold should be made public in the Annual Report.
281
31.13 Other benefits are set out in POLthe Company’s Remuneration Policy, which
also covers legacy arrangements. POL-The Company must not offer allowances that
may be considered novel, contentious or repercussive.
282
283
Remuneration criteria
31.14 The Remuneration Committee shall determine the remuneration policy and
remuneration levels in accordance with the following criteria (which shall also be
reflected in the Remuneration Committee terms of reference and the remuneration
policy itself). The criteria are that remuneration levels:
e are sufficient to attract and motivate high calibre individuals to drive the
284 I delivery of the activities and objectives of POLthe Company described in this
Framework Document
e are structured to link remuneration of all employees to performance in line
with the Group Strategic Plan
e are aligned with the objectives set out in this Framework Document
e deliver value for money; and
e take account of MPM and take account of remuneration levels within
comparable public sector institutions and are set with wider public sector pay
policy in mind
31.15 Staff terms and conditions should be set out in an Employee Handbook, which
should be provided to the Shareholder, together with subsequent amendments, on
request.
285 I 31.16 POL-The Company will operate a performance-related bonus scheme based
286 I on POLthe Company’s and individual’s performance approved by its Remuneration
Committee.
31.17 The travel expenses of board members will be tied to the rates allowed to
287 I senior staff of POLthe Company. Reasonable actual costs, excluding alcohol, shall
be reimbursed.
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Business plans, management information and audit
32. Strategic and Annual Business Plans
288 I POL-The Company must have a strategic business plan for the Group covering a
period of at least three years (the “Group Strategic Plan”) and an annual business
plan for the Group covering a period of twelve months (the “Annual Plan”) (together,
the “Group Business Plans”). The issues and priorities to be addressed in the Group
289 I Business Plans shall be agreed between the POLthe Company's Board and the
Shareholder, but will:
(i) set out the Group’s objectives and contain such information as can
reasonably be expected to enable the Shareholder to give consideration
to the strategic and operational directions of the group’s activities; and
(ii) provide targets, expressed in terms of cashflow, investment spend, trading
profits and sufficient other financial information in order to enable the
290 I POLthe Company's Board to set the group’s profit target and consider the
framework of the group’s borrowings, and for this to be reviewed and
approved by the Shareholder.
Group Strategic Plan
291 I 32.1 POL The Company shall have in place at any time a strategic business plan for
the Group covering a period of at least three years (the “Group Strategic Plan”).
32.2 The Group Strategic Plan will be developed, reviewed and updated annually by
the Board and approved by the Shareholder. Among other things, it shall include:
292 e financial information at a level of detail agreed between POLthe Company the
Shareholder covering at least a three-year forecast period, including an
income statement, balance sheet, cashflow statement and explanatory
narrative regarding assumptions
¢ a description of the strategic objectives of the Group, the strategy for meeting
those objectives, associated performance targets (financial and non-
financial), and associated risks and opportunities
e an analysis of the commercial and regulatory environment in which the group
293 I operates, including the POL-the Company’s Board’s view of the way in which
the market is evolving and the development of competitors’ activities
294 I e POQL’s-The Company’s strategic response to the commercial and regulatory
environment, including:
o_ its principal strategic options
o_ its proposals for meeting its social purpose
o. its proposals for managing the nationwide network of post offices
o_ its strategic approach to remuneration of employees and postmasters
30
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o the resources needed, including personnel, technology and funding
o. its financial and performance projections, including forecast income
statement, balance sheet and statement of cashflows, at both the
corporate and line-of-business level, with sensitivity analyses of the
major risks on an annual basis and over the Group Strategic Plan
period
e an outline of possibilities and plans for entering into partnerships and
alliances
e Key Performance Indicators (KPIs) to allow the Board and shareholder
measure the group’s performance against its strategic objectives
e any proposals for entering into Relevant Transactions or for making any
substantial alterations in the nature of the business carried on by any
member of the group, or any other matter for which Shareholder consent is
sought under Articles 8.1 and 47. Such matters shall be specifically identified
with reasonable detail as being proposed for approval under those Articles
Updating the Group Strategic Plan
At least twelve months prior to the end of an existing Group Strategic Plan, the
Shareholder (acting reasonably) will agree with POLthe Company a timetable for
POLthe Company to provide a draft and final version of the Group Strategic Plan.
This timetable will allow sufficient time for the Shareholder to review and to agree its
final form prior to its adoption. Final Shareholder approval will need to be sought
subsequent to approval by POLthe Company’s Board.
295
296
297
298 I The POLthe Company's Board will review and update the Group Strategic Plan at
least annually and otherwise as necessary to take account of any additional or
amended obligations or responsibilities assumed by the Group. The Group Strategic
Plan may also need to be updated following Government Spending Reviews and at
299 I other times agreed between the Shareholder and POLthe Company. Updates will be
subject to Shareholder approval at least annually.
Annual Plan
300 I 32.3 POL-The Company shall on an annual basis develop a business plan for the
Group covering a period of twelve months (the “Annual Plan”).
Each year, by 31 December, the Shareholder (acting reasonably) will agree with
.302 I POLthe Company a timetable for POLthe Company to provide a draft and final
version of the Annual Plan for the next financial year. This timetable will, among
other things, allow sufficient time for the Shareholder to review and to agree its final
form prior to the start of the relevant financial year. Final Shareholder approval will
303 I need to be sought subsequent to approval by POLthe Company's Board.
304 I The Shareholder and POLthe Company shall agree the issues and priorities to be
addressed in the Annual Plan but it will include:
305 I
306 I
307 I
308 I
309 I
310 I
311 I
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the steps that POLthe Company will take in respect of the current Group
Strategic Plan
POLthe Company’s annual budget (which itself is subject to Shareholder
approval), including financial forecasts and performance targets
a reconciliation of any differences between POLthe Company’s annual
budget and the projected income statement, statement of cash flows and
balance sheet in the previous year’s Annual Plan and the current Group
Strategic Plan
reporting on KPIs and performance against targets
information on the network of Branches, including its planned size and
confirmation of POLthe Company's intention to continue to comply with the
network access criteria
the proposed scheduled drawings by POLthe Company of Government
funding, as applicable
information on the investment activities that POLthe Company plans to
undertake, the expected costs and benefits, and how the activities relate to
the Group Strategic Plan
an update on POLthe Company’s forecast financial performance for the
current financial year
any proposals for entering into Relevant Transactions or for making any
substantial alterations in the nature of the business carried on by any
member of the group, or any other matter for which Shareholder consent is
sought under Article 8.1. Such matters shall be specifically identified with
reasonable detail as being proposed for approval under that Article
any other requirements of the Funding Agreement
Amendments to and Variations from the Group Business Plans
312 I 32.4 POL The Company will keep its Group Business Plans under review and shall
inform and consult with the Shareholder in respect of any contemplated changes to
the Group Business Plans that it considers are, or may become, necessary from
time to time. Any proposed updates or amendments will be subject to discussion
with, and approval by, the Shareholder.
313
Effect of Approval of Group Business Plans
32.5 The approval of a Group Business Plan or approved amendment or variation to
it shall be deemed to be an approval of any matter within that Group Business Plan
which would have required approval in accordance with Article 8.1 of the Articles of
Association—if such matter is specifically identified with reasonable detail in that
Group Business Plan as being proposed for approval in accordance with that
aforementioned Article.
33. Grant-in-aid and any ring-fenced grants
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33.1 Any grant-in-aid provided by the department for the year in question will be
voted in the department's Supply Estimate and be subject to Parliamentary control.
Currently, the Shareholder provides funding directly to POLthe Company under the
Funding Agreement. Under Section 5 of the Funding Agreement, POLthe Company
will typically receive a “SPEI Network Subsidy Payment” and/or a “Network
Investment” (each as defined in the Funding Agreement). The SPEI Network
316 I Subsidy Payment is designed to cover POLthe Company's net cost of maintaining a
network of post offices beyond the optimum commercial size and the provision of
SPEI over that network. The Network Investment supports the development of
POLthe Company’s operations. The Funding Agreement details the full terms and
conditions of such payments. Under the Funding Agreement, the POLthe Company's
Board is required to meet specific requirements in terms of preparing and reporting
against the Group Business Plans.
314
315
317
318
33.2 Payment mechanisms and management of spend related to the SPEI Network
Subsidy Payment and Network Investment are as specified in the Funding
Agreement.
319 I 33.3 In the event that the department provides POLthe Company separate grants for
320 I specific (ring-fenced) purposes, it would issue the grant as and when POLthe
Company needed it on the basis of a written request, usually in the form of a Green
Book business case. Requests may require HMT approval in which case additional
processes (e.g. the Treasury Approvals Process) may apply. If approved, the
Shareholder will issue a funding letter setting out conditions and payment
321 I mechanisms for release of the funding, including that POLthe Company provide
evidence that the grant was used for the purposes authorised by the department.
322 I POL-The Company shall not have uncommitted grant funds in hand, nor carry grant
funds over to another financial year.
34. Annual report and accounts
323 I 34.1 POL’s-The Company’s Board must publish an annual report of its activities
together with its audited accounts after the end of each financial year.
324 I 34.2 The annual report to be produced by POLthe Company will comply with the
Companies Act 2006 and the timing for production of such accounts shall accord
with “best practice” applicable to UK registered companies.
34.3 The annual report and accounts shall also follow the principles in HM
Treasury's Financial Reporting Manual (“FReM”):2 and provide the additional
disclosures required by FReM where these go beyond the Companies Act 2006.
325 I 34.4 POL—The Company will share a draft of the report narrative with the
326 I Shareholder Representative for review before it is signed off by POLthe Company’s
Board providing adequate time for such review and not less than five working days.
The final report should be submitted to the Shareholder immediately upon receipt of
auditor approval, for endorsement. The Shareholder recognises that the finalised
327 I annual report is solely the responsibility of POLthe Company’s Board. Publication
19 https://www.gov.uk/government/collections/government-financial-reporting-manual-frem
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328 I will be dependent on other Government and POLCompany announcements but will
be as soon as feasibly possible.
34.5 The Shareholder will lay the Annual Report and Accounts before Parliament
329 I and it should be made available on POLthe Company's website.
34.6 The Shareholder may request additional reporting where reasonably needed to
meet government-wide accounting requirements.
330 I 34.7 POL-The Company will timely inform and explain to the Shareholder if it will not
be able to file its accounts by the statutory deadline.
35. Reporting Performance to the Shareholder
331 I 35.1 POQL-The Company shall operate management, information and accounting
systems that enable it to review in a timely and effective manner its financial and
non-financial performance against the budgets and targets set out in the Group
Business Plans.
332 I 35.2 POL-The Company shall inform the Shareholder of any changes that make
achievement of objectives more or less difficult. It shall report financial and non-
financial performance, including performance in helping to deliver ministers’ policies,
and the achievement of key objectives regularly.
333 I 35.3 POL’s—The Company's performance shall be formally reviewed by the
Shareholder as set out in the Funding Agreement, and section 36 below.
35.4 The responsible Minister may meet the Board, Chair or CEO from time to time.
The Board, Chair and CEO should make themselves available to attend such
meetings as requested.
35.5 The PAO may meet the CEO from time to time. The CEO should make him or
herself available to attend such meetings as requested.
334 I 35.6 The Policy Sponsor will meet with senior POLthe Company representatives as
required to discuss strategy and policy.
35.7 In advance of each Quarterly Shareholder Meeting (and monthly where
indicated, or more frequently as agreed with the Shareholder Representative),
335 I POQLthe Company will provide the Shareholder and the Shareholder Representative
with a reporting pack in such form as is approved by the Board. It will include (but
not be limited to):
336 e asummary of POLthe Company’s performance over the previous quarter
337 e key corporate risks
e monthly business-as-usual (BAU) trading performance report including
actuals vs budget and forecast, with explanations for significant deviations,
and the latest full-year trading re-forecasts
e information on its expected draw-down on any available SPE! Network
Subsidy Payment or Network Investment for the remaining duration of the
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strategic plan referred to in the Funding Agreement, as reflected in the
security headroom position as reported monthly to the Shareholder
Representative
e an update on delivery against its planned investments as stipulated in the
Funding Agreement, and as set out in the Group Strategic Plan
e monthly investment spend report including:
o analysis of actuals vs budget and forecast, with explanations for
significant deviations (including implications on delivery and risk
profile)
o latest view of investment spend at the project level for the remaining
funding period, (with annual profiling), and analysis of the implications
on delivery/outputs/milestones and risk profile resulting from updates
to investment spend forecasts
o analysis of lifetime spend-to-date vs spend-to-go for major projects
e monthly performance reporting on programmes/activities as mandated under
the conditions attached to specific, ring-fenced funding agreements (where
applicable)
e® an update on the performance of its branch network against the aims set out
in the Funding Agreement
* an update on issues covered by the annual Chair’s letter
338 I 36. Information provided to the shareholder Shareholder
36.1 To facilitate the Shareholder and Shareholder Representative in fulfilling their
339 I functions, POLthe Company shall provide such relevant information as the
Shareholder or Shareholder Representative may reasonably request including on,
but not limited, to strategic plans, operational business plans, financial forecasts and
budgets, financial performance, achievements against targets, capital expenditure
and investment decisions, governance matters including Board appointments and
remuneration, and reports on key corporate risks.
340 I POQLThe Company will proactively endeavour to share information on key strategic
or policy issues with the Shareholder. As set out in Articles 9.1 and 9.2, the
Shareholder may “request such information in relation to the affairs of the group .. .
as it may consider necessary or desirable. The company shall use its reasonable
endeavours to comply promptly ... but only in so far as the company has such
information within its possession or such information can reasonably be obtained by
it’, and may meet “with such specified or other relevant directors and senior
managers of the company . . . to discuss the affairs of the group.” The Shareholder
may make such requests itself or via the Shareholder’s Representative or Policy
Sponsor. The Shareholder, the Shareholder’s Representative and Policy Sponsor
may use the information as necessary to properly exercise the shareholder function
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341 I on the understanding that due care will be taken in handling POLthe Company’s
information, as set out in paragraph 36.2 below.
The Shareholder and the Shareholder Representative will ensure that any
342 I information received or obtained from POLthe Company shall be treated as strictly
confidential and with at least the same degree of care that it uses for its own
confidential information.
36.2 Where the Shareholder Director receives information:
e in his or her capacity as the Shareholder Director he or she shall be
authorised (but not required) to share this information with the Shareholder
and the Shareholder Representative (subject to taking appropriate steps to
safeguard the confidentiality of such information, to the extent that it is
confidential), but without prejudice to his or her duties as a non-executive
343 I director of POLthe Company
e other than in his or her capacity as the Shareholder Director and where that
information is subject to a duty of confidentiality, he or she shall not be
344 I obliged to disclose the information to POLthe Company. Where the
Shareholder Director receives such information in such capacity, in
circumstances where the knowledge or receipt of such information could
reasonably be expected to affect his or her ability to comply with his or her
345 I duties as a non-executive director of POLthe Company, the Shareholder
Director agrees to notify the Board as soon as practicable and to take
appropriate steps, including but not limited to agreeing to recuse him or
herself from relevant decision-making processes.
Quarterly Shareholder Meetings
36.3 Regular meetings between the Shareholder, Shareholder Representative and
346 I senior POLCompany representatives (including the Chair, CEO and CFO) will be
held on a quarterly basis to discuss governance, financial performance and other
relevant matters (“Quarterly Shareholder Meetings’).
Ministerial Working Group
36.4 The Shareholder has convened a working group to include the responsible
347 I Minister, POLthe Company and the National Federation of Sub-Postmasters (
“NFSP”) following growing media reports and parliamentary scrutiny around
postmaster pay and the sustainability of the Post Office network. The purpose of the
348 I group is for Government to facilitate an open and frank dialogue between POLthe
Company and the NFSP on these important issues. The meetings are currently held
three times per year.
37. Audit
External
349 I 37.1 POL-The Company will arrange for audit of its accounts in accordance with the
Companies Act 2006, subject to approval of the Shareholder.
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350 I 37.2 The Shareholder Representative and POLthe Company shall consult with the
Comptroller and Auditor General (the “C&AG”), operating through the National Audit
351 I Office, on whether the C&AG should be appointed as POLthe Company's auditor.
352
37.3 The C&AG may carry out Value for Money studies of POLthe Company under
the National Audit Act 1983, examining the economy, efficiency and effectiveness
with which POLthe Company and/or its subsidiaries have used their resources in
discharging their functions. POLthe Company will make available to the C&AG its
accounts and other relevant information, documents and access to staff as
necessary for such examinations.
353
354
355 I 37.4 The Shareholder and POLthe Company shall provide, in conditions to any
grants or contracts, for the C&AG to exercise such access to documents held by
grant recipients, contractors or sub-contractors as may be required for its audit and
examinations; and shall use its best endeavours to secure access for the C&AG to
any other documents required by the C&AG which are held by other bodies.
Internal
356 I 37.5 POL-The Company will maintain an internal audit function (with or without
external professional support) who will report to the Audit and Risk Committee and
will cover (among other things) matters relating to risk management and internal
controls, including compliance with the terms of this Framework Agreement.
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Reviews and winding up arrangements
Term of this Framework Document
This Framework Document shall continue for as long as the Shareholder (acting
357 I through the Shareholder Representative) remains the sole shareholder of POLthe
358 I Company. Should the Shareholder cease to be the sole shareholder of POLthe
Company, this Framework Document would cease to have effect and would be
replaced by an equivalent document.
359 I 38. Review of POLthe Company’s Status
361, 362, ... I 38.1 As a Public Corporation, POLthe Company is technically out of scope of the
Cabinet Office-led Public Bodies Review Programme but may still be selected for
review under this framework at the discretion of the Shareholder.
364 I 39. Arrangements in the event that POLthe Company is wound up
365 I 39.1 In the event that POLthe Company were to be would up, the Shareholder shall
366 I put in place arrangements to ensure the orderly winding up of POLthe Company. In
367 I particular it should ensure that POLthe Company's assets and liabilities are passed
to any successor organisation and accounted for properly. (In the event that there is
no successor organisation, the assets and liabilities should revert to the shareholder
department.) To this end, the department shall:
e have regard to Cabinet Office guidance on winding up of ALBszo
368 e ensure that POLthe Company has procedures in place to gain independent
assurance on key transactions, financial commitments, cash flows and other
information needed to handle the wind-up effectively and to maintain the
momentum of work inherited by any residuary body
369 e specify the basis for the valuation and accounting treatment of POLthe
Company's assets and liabilities
e ensure that arrangements are in place to prepare closing accounts and pass
to the C&AG for external audit, and that funds are in place to pay for such
audits. It shall be for the C&AG to lay the final accounts in Parliament,
together with their report on the accounts
e arrange for the most appropriate person to sign the closing accounts. In the
event that another entity takes on the role, responsibilities, assets and
liabilities, the succeeding entity AO should sign the closing accounts. In the
event that the department inherits the role, responsibilities, assets and
liabilities, the PAO should sign
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370
371
39.2 POL—The Company shall provide the department with full details of all
agreements where POL-the Company or its successors have a right to share in the
financial gains of developers. It should also pass to the Shareholder details of any
372 I other forms of claw-back due to POLthe Company.
Signatures
373 I Signed on behalf of the Shareholder and POLthe Company......................
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Annex A: Guidance
The Company shall comply with the following guidance, documents and instructions:
Corporate governance
This framework document
Corporate Governance Code for Central Government Departments (relevant to
Arm’s Length Bodies) and supporting guidance:
https://www.gov.uk/government/publications/corporate-qovernance-code-for-
central-government-departments-2017
Code of conduct for Board members of Public Bodies:
https://www.gov.uk/government/publications/code-of-conduct-for-board-members-
of-public-bodies
Code of practice for partnerships between Departments and Arm’s Length
Bodies: https://www.gov.uk/government/publications/partnerships-with-arms-
length-bodies-code-of-good-
practice#:~:text=This%20code%200f%20good%20practice,partnership%20appro
ach%20to%20shaping%20relationships.
Financial management and reporting
Managing Public Money (MPM):
https://www.gov.uk/government/publications/managing-public-money
Government Financial Reporting Manual (FReM):
www.gov.uk/government/collections/government-financial-reporting-manual-frem
Relevant Dear Accounting Officer (DAO) letters:
www.gov.uk/government/collections/dao-letters
Relevant guidance and instructions issued by the Treasury in respect of Whole
of Government Accounts: https://www.gov.uk/government/collections/whole-of-
government-accounts
The most recent letter setting out the delegated authorities, issued by the parent
department.
Management of risk
Management of Risk: www.gov.uk/government/publications/orange-book and
https://www.gov.uk/government/publications/management-of-risk-in-government-
framework
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e Public Sector Internal Audit Standards:
www.gov.uk/government/publications/public-sector-internal-audit-standards
e HM Treasury approval processes for Major Projects above delegated limits:
https:/Awww.gov.uk/government/publications/treasury-approvals-process-for-
programmes-and-projects
e The Government cyber-security strategy and cyber security guidance:
https://www.gov.uk/government/publications/national-cyber-strategy-
2022/national-cyber-security-strategy-2022 and
https://www.gov.uk/government/collections/cyber-security-quidance-for-business
Commercial management
e Procurement Policy Notes:
https://www.gov.uk/government/collections/procurement-policy-notes
e Transparency in supply chains - a practical guide:
https://assets.publishing.service.gov.uk/government/uploads/system/uploads/atta
chment_data/file/1040283/Transparency_in Supply Chains A Practical Guide
2017 _final.pdf
Public appointments
The following are relevant where public bodies participate in public appointments
processes.
e Guidance from the Commissioner for Public Appointments:
https://publicappointmentscommissioner.independent.gov.uk/
e Governance Code on Public Appointments:
www.gov.uk/government/publications/governance-code-for-public-appointments
e Procurement Policy Note 08/15 — Tax Arrangements of Public Appointees:
https://www.gov.uk/government/publications/procurement-policy-note-0815-tax-
arrangements-of-appointees
Staff and remuneration
e HM Treasury guidance on senior pay and reward:
www.gov.uk/government/publications/senior-civil-service-pay-and-reward
e Public sector pay and terms: https://www.gov.uk/government/publications/public-
sector-pay-and-terms-quidance-note
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e Whistleblowing Guidance and Code of Practice:
https://www.gov.uk/government/publications/whistleblowing-quidance-and-code-
of-practice-for-employers
e The Equalities Act 2010: www.gov.uk/quidance/equality-act-2010-guidance
General
e Freedom of Information Act guidance and instructions:
www.legislation.gov.uk/ukpga/2000/36/contents and https://ico.org.uk/for-
organisations/quide-to-freedom-of-information/
e The Parliamentary and Health Service Ombudsman’s Principles of Good
Administration: https://www.ombudsman.org.uk/about-us/our-principles
e Other relevant instructions and guidance issued by the central Departments
(Cabinet Office and HM Treasury)
e Recommendations made by the Public Accounts Committee, or by other
Parliamentary authority, that have been accepted by the Government and are
relevant to [the ALB].
e Guidance from the Public Bodies team in Cabinet Office:
www.gov.uk/government/publications/public-bodies-information-and-quidance
e The Civil Service diversity and inclusion strategy (outlines the ambition, to which
Arm’s Length Bodies can contribute):
https://www.gov.uk/government/publications/civil-service-diversity-and-inclusion-
strategy-2022-to-2025
e Guidance produced by the Infrastructure and Projects Authority (IPA) on
management of major projects:
www.gov.uk/government/organisations/infrastructure-and-projects-authority
e The Government Digital Service:
www.gov.uk/government/organisations/government-digital-service
e The Government Fraud, Error, Debt and Grant Efficiency function;
www.gov.uk/government/collections/fraud-error-debt-and-grants-function and
www.gov.uk/government/publications/grants-standards
¢ Code of Practice for Official Statistics:
https://code.statisticsauthority.gov.uk/#:~:text=The%20Code%200f%20Practice%
20for%20Statistics%20sets%20the, produced%20by%20people%20and%20o0rga
nisations%20that%20are%20trustworthy.
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e Accounting Officer System Statements (AOSS are produced by departments with
input from ALBs): www.gov.uk/government/publications/accounting-officer-
system-statements
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374 I Annex [AB]
The UKGI shareholder role consists of the following activities:
Establish and maintain appropriate and effective corporate governance
foundations which govern the department-asset relationship
375 I 1. work with DBT and POLthe Company to establish and maintain appropriate
corporate governance documents and systems, through up to date and fit for
purpose governance documents, including FWD, Articles of Association where
relevant, board Terms of Reference, chair letter.
Promote effective objectives, business planning and performance against
business plan
376, 377, ... I2. assess and challenge POLthe Company’s {Group Strategic-Business Plans
from an owner's perspective, advising the department and minister on the clarity of
380 I the objectives, the quality of the Business Plans and the financial, and where
relevant commercial, strength underpinning it, and its effectiveness as a tool for
381 I POLthe Company.
382 I 3. monitor and challenge POLthe Company and its board as to the performance
383 I against its Business Plan or equivalent document, in terms of how POLthe Company
is performing as an organisation (as opposed to monitoring the success of the policy
delivery itself), and advise the minister accordingly.
384 I 4. challenge POLthe Company's Business Cases, and other HMG approvals
385 I outside POLthe Company’s executive delegations, through the Shareholder Director
386 I position on the POLthe Company's Board only (this will be limited to the degree of
challenge that any non-executive board member can provide. UKGI is not
responsible for formally reviewing such business cases, providing advice to the
department and ministers, or obtaining HMG approval for Business Cases, unless
explicitly agreed otherwise).
Promote strong corporate capability
5: through the UKGI shareholder team, as well as through the Shareholder
387,388 I Director on the POLthe Company Board, promote the strength of POLthe
Company's governance systems which support organisational performance, by
389 I providing high level challenge to POLthe Company (and its board), and comment to
the department, on:
390
a. governance framework compliance — defined as POLthe Company’s view on
its compliance with its governance framework (as set out in its Framework
Document, delegated authorities, and any other specified governance
documents), and
391 I b. the adequacy and strength of POLthe Company’s reporting to the department
on these issues.
Promote effective leadership (high quality boards and senior management)
392 I6.
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promote and advise the department on the effectiveness of POLthe
Company's leadership, specifically through:
a.
393 I.
304 I d.
promoting high quality and diverse boards, challenging the board’s capability
and effectiveness, and monitoring succession planning
advising the department and ministers on and implementing effective board
composition, recruitment, remuneration and appointment processes
acting as the shareholder non-executive director on the POLthe Company's
Board
giving a view on POLthe Company's board level executive capability in
relation to its responsibilities, and remuneration
395 I Promote effective relationships between DBT and POLthe Company
7. support effective relationships between [the department] and [Asset],
including through:
396 ja. (UKGI) building effective relationships with POLthe Company's board and
senior management
b. promoting effective interfaces and communications between the department
397 and POLthe Company, including through regular shareholder meetings
398 I c. maintaining an effective regular meeting “rhythm” with the POLthe Company’s
399 I
chair, board and executive to ensure appropriate flow of information
(management information) between POLthe Company, UKGI and DBT,
including effective reporting to DBT
Supporting and supplementing the activities above by providing a
400 I Shareholder Director on POLthe Company’s board
401 I 8. act as government shareholder representative on POLthe Company’s board,
through:
a. providing an appropriately skilled board member to carry out the non-
executive director role effectively, drawing on the support and analysis from
the UKGI shareholder team
402 Ib. attending POLthe Company’s board committees as appropriate, but usually
Remuneration Committee, Audit and Risk Committee, and Nominations
Committee
403 I c. acting as an interlocutor between DBT and POLthe Company’s board
404 I d. providing a view to the department on the strength of POLthe Company's
board
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Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:48 AM
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31/07/2024 11:49 AM
31/07/2024 11:49 AM
31/07/2024 11:49 AM
Kennedy, Benjamin - UKGI, 26/07/2024 12:06 PM
Benjamin Kennedy,
31/07/2024 11:49 AM
Kennedy, Benjamin - UKGI, 26/07/2024 12:06 PM
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:50 AM
31/07/2024 11:50 AM
Kennedy, Benjamin - UKGI, 18/07/2024 09:11 AM
Kennedy, Benjamin - UKGI, 26/07/2024 12:06 PM
Kennedy, Benjamin - UKGI, 26/07/2024 12:06 PM
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:50 AM
31/07/2024 11:50 AM
Kennedy, Benjamin - UKGI, 26/07/2024 12:24 PM
Kennedy, Benjamin - UKGI, 26/07/2024 01:20 PM
Benjamin Kennedy,
31/07/2024 11:50 AM
Kennedy, Benjamin - UKGI, 26/07/2024 01:19 PM
Kennedy, Benjamin - UKGI, 26/07/2024 01:20 PM
Benjamin Kennedy,
31/07/2024 11:50 AM
POL00448772
POL00448772
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Kennedy, Benjamin
Kennedy, Benjamin
Benjamin Kennedy,
POL00448772
POL00448772
- UKGI, 26/07/2024 01:19 PM
- UKGI, 26/07/2024 01:20 PM
31/07/2024 11:50 AM
Kennedy, Benjamin - UKGI, 26/07/2024 01:28 PM
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:50 AM
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Kennedy, Benjamin - UKGI, 26/07/2024 03:36 PM
Benjamin Kennedy,
31/07/2024 11:51 AM
Kennedy, Benjamin - UKGI, 26/07/2024 03:38 PM
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:51 AM
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Kennedy, Benjamin - UKGI, 26/07/2024 12:24 PM
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:51 AM
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POL00448772
POL00448772
Track Changes (Continued)
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Benjamin Kennedy, 31/07/2024 11:51 AM
Eleanor BROOKS (DBT), 18/07/2024 03:50 PM
Eleanor BROOKS (DBT), 18/07/2024 03:50 PM
Eleanor BROOKS (DBT), 18/07/2024 03:51 PM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Kennedy, Benjamin - UKGI, 12/07/2024 10:43 AM
Kennedy, Benjamin - UKGI, 12/07/2024 10:43 AM
Eleri WONES (DBT), 17/07/2024 12:07 PM
Eleanor BROOKS (DBT), 18/07/2024 03:52 PM
Kennedy, Benjamin - UKGI, 12/07/2024 10:43 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Kennedy, Benjamin - UKGI, 26/07/2024 03:47 PM
Benjamin, 30/07/2024 09:43 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Benjamin Kennedy, 31/07/2024 11:51 AM
Kennedy, Benjamin - UKGI, 12/07/2024 02:29 PM
Track Changes (Continued)
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Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:51 AM
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31/07/2024 12:08 PM
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POL00448772
POL00448772
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Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Kennedy, Benjamin
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:53 AM
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- UKGI, 26/07/2024 12:47 PM
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POL00448772
POL00448772
Track Changes (Continued)
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Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:56 AM
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Kennedy, Benjamin - UKGI, 26/07/2024 03:58 PM
Kennedy, Benjamin - UKGI, 12/07/2024 02:53 PM
Benjamin Kennedy,
31/07/2024 11:57 AM
Kennedy, Benjamin - UKGI, 12/07/2024 02:54 PM
Benjamin Kennedy,
Benjamin Kennedy,
Kennedy, Benjamin
31/07/2024 11:57 AM
31/07/2024 11:57 AM
- UKGI, 26/07/2024 03:59 PM
Benjamin, 30/07/2024 09:37 AM
Benjamin Kennedy,
31/07/2024 11:57 AM
Benjamin, 30/07/2024 09:37 AM
Benjamin Kennedy,
31/07/2024 11:57 AM
Benjamin, 30/07/2024 09:40 AM
Benjamin, 30/07/2024 09:39 AM
Benjamin, 30/07/2024 09:39 AM
Benjamin, 30/07/2024 09:37 AM
Benjamin Kennedy,
31/07/2024 11:57 AM
Benjamin, 30/07/2024 09:37 AM
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:57 AM
31/07/2024 11:57 AM
31/07/2024 11:57 AM
31/07/2024 11:58 AM
POL00448772
POL00448772
Track Changes (Continued)
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Benjamin Kennedy, 31/07/2024 11:58 AM
Benjamin Kennedy, 31/07/2024 11:58 AM
Benjamin Kennedy, 31/07/2024 11:58 AM
Benjamin Kennedy, 31/07/2024 11:58 AM
Benjamin Kennedy, 31/07/2024 11:58 AM
Benjamin Kennedy, 31/07/2024 11:58 AM
Benjamin Kennedy, 31/07/2024 11:58 AM
Benjamin Kennedy, 31/07/2024 11:58 AM
Kennedy, Benjamin - UKGI, 18/07/2024 03:58 PM
Kennedy, Benjamin - UKGI, 18/07/2024 03:58 PM
Benjamin Kennedy, 31/07/2024 11:58 AM
Kennedy, Benjamin - UKGI, 18/07/2024 03:59 PM
Kennedy, Benjamin - UKGI, 18/07/2024 03:55 PM
Kennedy, Benjamin - UKGI, 18/07/2024 03:55 PM
Kennedy, Benjamin - UKGI, 18/07/2024 03:56 PM
Benjamin Kennedy, 31/07/2024 11:58 AM
Kennedy, Benjamin - UKGI, 18/07/2024 03:56 PM
Kennedy, Benjamin - UKGI, 18/07/2024 04:15 PM
Kennedy, Benjamin - UKGI, 18/07/2024 04:15 PM
Benjamin Kennedy, 31/07/2024 11:58 AM
Kennedy, Benjamin - UKGI, 18/07/2024 04:16 PM
Kennedy, Benjamin - UKGI, 18/07/2024 04:16 PM
Benjamin Kennedy, 31/07/2024 11:58 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
Benjamin Kennedy, 31/07/2024 11:59 AM
POL00448772
POL00448772
Track Changes (Continued)
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Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Kennedy, Benjamin
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 11:59 AM
31/07/2024 12:01 PM
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- UKGI, 26/07/2024 12:24 PM
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POL00448772
POL00448772
Track Changes (Continued)
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Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Kennedy, Benjamin
Kennedy, Benjamin
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 12:04 PM
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31/07/2024 12:05 PM
- UKGI, 26/07/2024 02:40 PM
- UKGI, 26/07/2024 02:55 PM
31/07/2024 12:05 PM
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POL00448772
POL00448772
Track Changes (Continued)
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Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Sam MURRAY (DBT), 16/07/2024 10:04 AM
Sam MURRAY (DBT), 16/07/2024 10:04 AM
Benjamin Kennedy,
Sam MURRAY (DBT), 16/07/2024 10:08 AM
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Eleri WONES (DBT), 17/07/2024 12:25 PM
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 12:06 PM
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POL00448772
POL00448772
Track Changes (Continued)
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Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
Benjamin Kennedy,
31/07/2024 12:07 PM
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31/07/2024 12:08 PM
31/07/2024 12:08 PM
POL00448772
POL00448772