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POL00448777
From: Tim ParkerI GRO
Sent: Mon 01/02/2021 3:20:50 PM (UTC)
To: Veronica Branton[ GRO
Subject: Re: NEDs appointments as Ken and Carla step down/ considerations with new Postmaster NEDs
OK, Veronica, I’m happy to circulate the paper as you’ve drafted. Do we have any thinking on alternatives to
Russell Reynolds, who are very expensive (along with Korn Ferry). I do agree that it may make sense to defer
appointing the postmaster NED’s to committees, and I will give some thought to successors to Ken and Carla as
chairs of the committees, and the SID.
Best
Tim
Tim Parker
Chairman
National Trust
20 Grosvenor Gardens, London, SW1W 0DH
GRO
Chairman
Post Office Limited
Finsbury Dials, 20 Finsbury Street, London, EC2Y 9AQ
GRO
Chairman
Samsonite International SA
Westerring 17, B-9700 Oudenaarde, Belgium
GRO
From: Veronica Brantor GRO
Sent: Monday, February 1, 2021 1:22:07 PM
To: Tim Parker + GRO
Subject: Re: NEDs appointments as Ken and Carla step down/ considerations with new Postmaster NEDs
Hi Tim
The papers are due to be circulated tomorrow (but could go on Wednesday).
Best wishes
Veronica
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From: Tim Parker _ GRO
Sent: Monday, February 1, 2021 1:20:35 PM
To: Veronica Branton < GRO
Subject: Re: NEDs appointments as Ken and Carla step down/ considerations with new Postmaster NEDs
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Hi Veronica
When do we need to circulate a paper pl?
Thanks
Tim
Tim Parker
Chairman
National Trust
20 Grosvenor Gardens, London, SW1W 0DH
GRO
Chairman
Post Office Limited
Finsbury Dials, 20 Finsbury Street, London, EC2Y 9AQ
: _ GRO 7
Chairman
Samsonite International SA
Westerring 17, B-9700 Oudenaarde, Belgium
GRO
From: Veronica Branton GRO
Sent: Monday, February 1, 2021 12:28:51 PM
To: Tim Parker + GRO
Subject: FW: NEDs appointments as Ken and Carla step down/ considerations with new Postmaster NEDs
Hi Tim,
I wondered whether you’d had a chance to look at this paper?
Best wishes
Veronica
From: Veronica Branton
Sent: 28 January 2021 19:58
To: Tim Parker « GRO
Subject: NEDs appointments as Ken and Carla step down/ considerations with new Postmaster NEDs
Hi Tim,
Ken and Carla are due to step down next January and because the sign-off process with BEIS can take some time Lisa
Cherry and I thought it might make sense for NomCo to start considering what experience, skills and knowledge will
be needed of the new NEDs now and agree the appointment process and search agency for recommendation to BEIS.
The role spec would be drafted following NomCo input and then this and the recommendations on process, including
interview panel, and search agency could be sent to BEIS as a bundle. Once approval has been obtained the
appointment timetable can be firmed up.
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Russell Reynolds are on the Crown Services Framework that POL now signs up to and a direct award could be made
(subject to BEIS approval).
There are a number of governance issues I’ve flagged. We already breach the UK Corporate Governance Code as Tom
sits on RemCo and ARC but isn’t an independent NED and if the PM NEDs were to join committees we’d exacerbate
that issue (we will in any case no longer have a majority of independent NEDs on the Board). As you know, explaining
rather than complying is always an option and to be honest it’s less the independence issue that I’m concerned about
than it being overwhelming if the new appointees have no prior board experience, are trying to do a full-time day job
and have a substantial induction programme to cover (and I’m guessing that they'll be in demand for postmaster
events too). I know you want the new PM NEDs to be exactly like any other NED so you may want to discount this but
my only thought was that as we don’t need people to populate the committees at the moment, the new PM NEDs
could get their feet until the table, attend one of each of the committees to get a feel of what they are like and the
position could be reviewed a few months in.
On the committee chair front, my working assumption was that you might want to ask Zarin if she would like to chair
ARC. I guess RemCo might be a bit trickier as time commitment could be a real issue for Lisa but at the moment she is
the only other independent NED on the Committee who will have been on the committee for more than a year (now a
UK Corporate Governance provision for taking up the chair’s role).
I’ve attached a draft paper for your review which could go to the NomCo meeting on 9'" February 2021 if you’re
happy.
Best wishes
Veronica
Veronica Branton
Company Secretary
Company Secretariat
Legal, Compliance & Governance
Finsbury Dials
20 Finsbury Street
London
EC2Y 9AQ
GRO
See the Company Secretariat Intranet Page for: Our Group Governance Framework, Post Office Group Board & Committee Dates & Deadlines, Board
Paper Templates & Guidance, CoSec Training Dates and Sign Up & Guidance on the Contract Approval Process.
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