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Tab 4 Board Minutes from 28.09.2021 (approved on 26.10.2021
POST OFFICE LIMITED BOARD MEETING
Strictly Confidential
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF POST OFFICE LIMITED HELD ON TUESDAY 28
SEPTEMBER 2021 AT 20 FINSBURY STREET, LONDON EC2Y 9AQ AT 11:45 AM
Present: Tim Parker Chairman (TP)
Tom Cooper Non-Executive Director (TC)
Ken McCall Senior Independent Director (KM)
Carla Stent Non-Executive Director (CS)
Lisa Harrington Non-Executive Director (LH)
Zarin Patel Non-Executive Director (ZP)
Saf Ismail Non-Executive Director (SI)
Elliot Jacobs Non-Executive Director (EJ)
Ben Tidswell Non-Executive Director (BT)
Nick Read Group Chief Executive Officer (NR)
Alisdair Cameron Group Chief Finance Officer (AC)
In attendance: Veronica Branton Company Secretary (VB)
Max Jacobi Strategic Financial Planning and Analysis Director (MJ)
(Items 5.)
Kathryn Sherratt Finance Director - Network, Support and Change Finance
(KS) (Item 5.)
Cathy Mayor Finance Director ~ Commercial (CM) (Item 5.)
Russell Hancock Supply Chain Director (RH) (Items 6. & 7.)
Dan Zinner Group Chief Operating Officer (DZ) {item 8.)
Laurence O’Neil Senior Legal Counsel - HR & IR (LO’N) (Item 8.)
Donna Sharp KPMG (DS) (Item 8.)
Martin Hopcroft Director of Health & Safety, Environment & Business
Continuity (MH) (item 9.)
Apologies: N/A
Action
1. Welcome and Conflicts of Interest
A quorum being present, the Chairman opened the meeting. The Directors declared that
they had no conflicts of interest in the matters to be considered at the meeting in
accordance with the requirements of section 177 of the Companies Act 2006 and the
Company's Articles of Association.
2. Minutes and Matters Arising*
The Board APPROVED the minutes of the Board meeting held on 27" July 2021, the
Strategy sessions held on 27" and 28" July 2021 and the Board meeting held on 5" August
2021.
The Board NOTED the action log and status of the actions shown.
3. Committee Reports (verbal)
Audit, Risk and Compliance Committee (ARC)
Most Board Members had attended the ARC meeting earlier in the day but Carla Stent
would be happy to provide a separate briefing to anyone who had not attended. CS
highlighted that the ARC had approved moving the bulk cheque clearing contract from
Barclays to Excela.
1 The Minutes from the Board meeting held on 31* August 2021 would be carried over to the next scheduled
meeting.
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Historical Remediation Committee
Ben Tidswell reported that the Historical Remediation Committee meetings were now
running on a fortnightly cycle. Some decisions were being taken between meetings, as
required.
The flow of work relating to the historical convictions (appeals and interim payments) was
generally on track.
Progress with the HSS was slower and there were things which needed to be sorted out.
Processes were clunky and work was needed to accelerate cases. One initiative, relating
to the period of the investigation for the shortfall, had been agreed and this should help
with the speed of claim processing. There were some delays in the Panel’s work, partly
driven by the time required to consider consequential loss test cases, but the panel
capacity was being expanded and it would shortly begin to meet weekly.
Tom Cooper noted that we needed better transparency on what was coming through the action:
system and Tim Parker added that progress with HSS claim settlement offers would be one Executive
of the key performance indicators for POL. TP would appreciate the best forecast we could
provide on how many HSS cases we could process within a specified timeframe. NR agreed
that we needed to understand the pipeline. We should not publish figures until we had
sight of this but it was then proposed that we do so quarterly, recognising that there could
be a Freedom of Information Act request in the meantime.
Work continued on reducing the Historical Matters Unit budget, and especially the
external legal spend, but there was still some way to go to get to an acceptable result.
The HRC agenda had been revised to make sure it corresponded more closely with the
Terms of Reference and to improve reporting to the HRC. The Board would have noted
regular updates on the activities of the HRC and any comments on the format of that
would be welcome.
It would be helpful to discuss at the October Board meeting how the HRC and the Board
should manage the issue of Postmaster detriment between them.
Nominations Committee
Tim Parker reported that the Nominations Committee had been briefed on the process for
the appointment of the Chairman's successor and on Ken McCall's successor and updates
on these appointments would be provided to the Board.
The Nominations Committee would be providing feedback on the new Chair’s induction
process and had also discussed NED engagement activities. One suggestion was that the
Board should schedule a couple of off-site day visits. Not everybody needed to attend and
we could split the group to maximise exposure to a range of Post Offices. Attending
Postmaster and Employee Conferences could also be helpful and increase the Board’s
visibility. TP could explain the role of the Board on a ten@ten session for employees.
Remuneration Committee
Ken McCall provided an update on the Remuneration Committee discussions on 27"
September 2021.
The Committee had received updates on the status of the Transformation Incentive
Scheme; the STIP for 2021/22; the LTIP for 2021-24; and the LTIP for 2019-22.
Systems are in place to monitor achievement against the scheme metrics, including the
involvement of external partners, and the Committee would receive an update once the
H1 data had been collated and verified.
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Targets for the Transformation Incentive Plan had already been communicated to
participants who would receive updates on performance against targets. Approval has not
yet been received from BEIS for the CEO and CFO's participation in the STIP and LTIP
Schemes and a deadline could not be provided for these approvals.
In July 2021, the Committee had approved adjusting the EBITDAS figure for the LTIP 2019-
22 to align with the } (including the stretch for Mails and FRES) in the annual plan
target.
The Committee had been informed of payments made to Senior and Middle Managers
who did not receive a 2020/21 STIP but for whom payments o
(respectively) had been agreed in recognition of the exceptionally
ging ye
An update was received on the assurance work relating to the historical pension data
errors, which was due to be completed in the Spring of 2022. A good relationship had
been developed with the Trustee but the work required to identify the scheme members
affected by the data error (c 1,300) was extensive. All scheme members had been advised
of the error and a decision had been taken not to correct de minimis overpayments.
The Committee approved retrospectively an additional tier to POL’s defined contribution
pension scheme, with an employee contribution of 8% or more attracting an employer
contribution of 12%. The change to the POL Scheme had been made as part of the 2020
pay negotiations with CWU but offered to all POL employees from April 2021. The
Committee also approved the extension of the additional tier to Post Office Insurance
employees.
The actions from the Committee effectiveness review were noted and had been
implemented, including the adviser to the Committee now attending the whole meeting
and having a briefing session with the NEDs.
The Committee had signed off the draft Directors’ Remuneration Report for inclusion in
the Annual Report and Accounts for 2020/21.
Payment of a limited number of one-off payments for senior leaders, not eligible to receive
the discretionary payment scheme already awarded to senior and middle managers, had
been approved. These were individuals had been nominated by the Group Executive and
the CEO for having gone “above and beyond” during 2020/21, assessed against four
criteria.
An update had been received from Angela Williams on internal people issues and from
Paul Townsend, the remuneration adviser from Willis Towers Watson, on the external
market where there was a strong demand for talent in all areas as firms geared up for
growth and recovery. Most organisations were looking at their incentives, recognition and
retention awards below CEO and CFO level. Outside of the public sector, firms were also
looking at executive pay, where this had fallen behind market.
4. CEO Report
Nick Read introduced the report and noted that the major challenge for the organisation
currently was having the capability and capacity to deal with the past, present and future.
Anumber of people were leaving the business who would be a loss.
In the last six weeks we had managed the Comprehensive Spending Review (CSR)
submission with BEIS’s help; this had been well received and had been submitted to HM
Treasury.
Work was progressing with Banking Framework 3 (BF3) and the BankHub pilots. The
feedback from the banks and others was encouraging. We had responded to the HM
Treasury consultation on what we thought should be done to legislate for access to cash.
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We would have to be careful in our handling of BF3 and BankHubs as these were
important politically and the legislation to ensure access to cash would generate a complex
media story. We wanted to develop Bankhubs rather than these being developed by UK
finance. This was part of the levelling up agenda and a 250 — 300 BankHub strategy looked
likely.
The response to the MDA2 remuneration consultation had been issued and the reception
to it had been muted. We had learnt lessons from our communications at the consultation
stage, including who owned Postmaster Remuneration at POL. A much closer relationship
had been developed between the Mails and Network teams.
The Statutory Inquiry’s revised scope had been published and there were 184 questions
and themes being considered. [iil
The Inquiry’s interim progress report had
been published on 24" September 2021. It had deferred the start date for the oral
evidence and pushed out the completion date for the report.
Branch numbers were back to 11,500 and churn levels down but the Board should not
read too much into the latter, although we saw this as more manageable and we had more
transparency as Area Managers were “owning” what was happening in their area. DMBs
and Supply Chain were the main employee populations in the organisation and we would
be coming back to the Board next month on the cost drivers for these.
There had been growth in parcel volumes during Covid but we were now in a different
trading environment and there had been changes in e-commerce usage. Business parcel
volumes were growing but there was a decrease in social mails and parcels which needed
to be managed carefully. We were hearing more about trading conditions from our
Postmasters. We were focused on upskilling our Area Managers and Postmasters. We
needed to keep the business focussed on delivering a strong Christmas.
We were ie off the original trading profit target o for 2021/22. We were a
trading business and we needed to hit this number. We needed a successful Christmas
campaign to support the top line, our platform product sales were picking up and we had a
icost challenge. NR and Tim Parker had discussed how we pivoted the Board
discussions more onto trading and our markets.
Al Cameron and his team were working hard to resolve the Historical Matters Unit (HMU)
budgets and getting transparency and understanding of these costs. Al Cameron, Ben Foat
and Smyth Jeff would be focussed on what was happening with the Statutory Inquiry and
would need time to prepare for that.
A number of points were raised and addressed:
* KM noted that we could not afford to lose six months not having developed some of
our parcel initiatives, notwithstanding the need to bolster the Mails Team. NR
reported that the “Drop and Go” incentive we had put in place was taking a risk
because of how Royal Mail Group (RMG) might react to this but we had decided it
was appropriate to introduce incentives for upselling. This was separate from
product development but was important lever nonetheless. We were trying to
interpret the RMG numbers and their underlying profitability was likely to be c50%.
KM thought we needed to get more volume and margin into our parcel business and
implement initiatives to achieve that. NR noted that we were driving the expansion
of PUDO services for Christmas and were making some progress there
© Lisa Harrington raised the Credera Report and NR agreed that we would return to this
topic at the next Board Meeting. CS explained the background to the audit and Al
Cameron noted that he thought the major decisions on SPM should be taken at the
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Board which was agreed. NR said he would bring back the project on Branch
Accounting and Financial Transactions (BAFTA) to the Board To do: NR
* Saf Ismail asked about overseas markets and whether someone could produce a deck
on what we might be able to do in this area. SI thought it would be helpful for the
Drop & Go incentive and RMG views on this to be conveyed via Areas Managers. SI
asked about Western Union and how would that affect MoneyGram and it was noted
that would come back to that topic
© Slhad discussed MDA2 and the action on legacy branches with Martin Edwards. This
was an excellent initiative but it not been communicated to Postmasters. We needed
to be able to explain what we were doing and Postmasters at legacy branches were
vocal. NR noted that there was some operational immaturity as there were not many
retail people in the business and that drove our disconnection on communications
with Postmasters which was something we needed to get better at. SI added that he
and Elliot Jacobs had helped to rewrite the initial letter on MDA2 but this had not
been sent yet and there could be some further reaction from Postmasters following
this. NR reported that we had identified the key influencers amongst Postmasters
and were communicating with them. EJ added that it was quiet in the chat rooms
about MDA2. NR advised that the new Postmaster Director had started and this
would be helpful for our communications
© EJnoted the change in the remuneration modelling and asked whether we should we
be pushing harder for the lines that made us more money in Mails. We were being
impacted by some SMEs and were not helped by the complexity of some of our
processes but we needed to make sure that we communicated to eBay sellers that it
was easy for them to process parcels with us. NR noted that the incentives were ona
pilot basis in an area where we had more control. EJ thought it would be helpful to
have conversations about staff sales levels and linking that to incentives would be
very helpful. KM thought that a frontline performance group specialising in upselling
could add millions to the bottom line. NR agreed to look at that this issue. KM added 9 go: NR
that it was vital to get Postmasters onto BranchHub and EJ thought the scripting
would be vital here. TP noted that this linked to the general subject of profitability
drivers, which were direct, indirect, medium term etc., so we could be a more
proactive business. Communications, incentivisation, and other profitability drivers
would be a helpful conversation for the Board and having each of the business
leaders speak to this regularly at Board meetings could be helpful
© Zarin Patel noted that it was encouraging to see the platform products doing well but
asked how we could do more
* — Elasked whether we had any data about automation on conversion rates, for
example, SSKs. It was noted that this was available and made the argument for
automation i
* KM asked about Belfast Exit and the overrun amount of ="! NR noted that we had
some capability issues as well as the Fujitsu bottle neck and we could not bring
individuals into the business who understood Horizon. We were looking at bringing
some things in-house and NR might need to get involved in the prioritisation choices.
KM noted that the Board needed to understand what was driving this and how we
avoided the costs creeping up further. NR said that we could not provide that
reassurance currently. AC added that this was part of the reprioritisation
conversation, especially around Fujitsu capability, Horizon Issues Judgment
conformance, which had to happen, while also needing to keep Post Offices open.
NR noted that we needed to understand the sequencing and risks around Belfast Exit
and SPM. LH thought that the capability issue needed to be addressed urgently. TP
thought we needed to get the right people and recognise that it was going to be a
“rocky road”. AC noted that we had to complete the Belfast Exit Plan to be able to
To do:
Executive
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deliver SPM. Ben Tidswell noted that the publicity around the Inquiry would not, for
the most part, be until the report was published. NR noted we had done a lot of work
on conformance issues already but some solutions would be basic rather than having
“bells and whistles”.
The Board NOTED the report and the closure of the Network Development Programme.
5. Finance Report
Al Cameron introduced the report and reported that the position with Labels had taken
the whole market by surprise and was the main reason for Mails being behind budget. We
were seeing “green shoots” with FRES but it was not yet delivering real outcomes. The
position with POca and Western Union was difficult but our Credit Card revenue was
encouraging. There were two different stories with cash. Withdrawals were not
increasing but s had increased significantly; we had taken i= in deposits for some
ks and this had put pressure on Supply Chain and Headroom. We were carrying circa
more in cash than we would like but were working on bringing that down. The
digital business drive should increase revenue and we hoped to end the financial year at
etter than forecast. We had agreed 4 of the cost reductions.
We had in place a Hardship Fund for Postmaster on travel for circa
had needed to be allocated as we had got the budget wrong for Mails. While we had
spent some money improving our data this work was not complete; we would not make
the same mistake again but we did need to invest in our forecasting on Mails
remuneration.
We would be returning to the Board with the budget reforecast next month and also
wanted to come back on Change Spend. We had programmes in place for Belfast Exit, the
Historical Matters work and so forth but we would not be able to progress everything we
wanted to on our longer list.
AC reported that he was still not comfortable with the Historical Matters Unit budget and
costs. Sessions had been run with Peters & Peters (P&P) and Herbert Smith Freehills (HSF)
and the accountabilities were confused. The review of the budget remained work in
progress. While the overall costs might not be significantly less, we would be going
through the costs line by line with HSF next week and would have to escalate if we did not
make progress. Ben Tidswell agreed that we needed to unpick the package we had in
place with HSF and start again. Tim Parker added that we needed to involve senior people
in this work to reach a resolution. Nick Read said that he would be reviewing this again
after the meeting with HSF later in the week. AC added that we might want to ask a
person in Government to have a conversation with HSF.
AC reported that the BAU funding process was in train. We were not having dialogue with
UKGI/ BEIS on this currently but there would be further conversations in due course. The
funding request for the Overturned Historical Convictions would also go to HM Treasury
and we wanted agreement on future approval processes that gave us some flexibility. We
needed to have a narrative on compensation payments, including the provision for the
Historical Shortfalls Scheme (HSS). The situation with Postmaster detriment was getting
clearer but was difficult because we had not made a formal funding request for this
tranche of compensation.
AC reported that we had undertaken deep dives on product profitability previously which
had shown that everything contributed but needed to look at that again and be clear on
the data.
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The marketing campaign for Christmas had started on 4" October 2021. We were aiming
for 2,900 branches to be set up for Amazon and DPD PUDO for the Christmas trading
period.
Max Jacobi provided an overview of the main trends in PS.
A number of points were raised and addressed, including:
* TP noted that we wanted to be able to move the Board conversation to contribution
by types of Post Office. Nick Read explained that we did not access to all the data
that would allow us to do this, such as contribution from the retail side of the
Postmaster’s business; however, we did have information on the trading position, for
example, in central London trade was down circa 40%. NR had been discussing with
Dan Zinner how we could get greater insight into the contribution by Post Office type.
TP recognised that this information could not be obtained immediately but we did
need to have conversations about Post Offices and be able to “slice and dice” the
data. Al Cameron observed that we were not talking about obtaining data for 11,500
branches because some of these were very small but we might want to focus on the
3,000 - 4,000 branches with entrepreneurial Postmasters. TP agreed and spending
some time on this issue could make a difference to our profitability
‘* TP would like to return to the FRES discussion. It ought to be possible to make money
here as a major player in the market if we could control the end-to-end business. It
would be helpful to remind ourselves of the current set up and the opportunities
available if we could control the business end-to-end. The business would need to be
capitalised and we would need to get under the skin of how successful currency
businesses made their money. Tom Cooper noted that the only way to get out of the
evergreen arrangement was negotiation. TP noted that the Bank of Ireland’s (Bol)
circumstances might have changed but Carla Stent thought that Bol had no incentive Action:
to change from the current arrangement. NR said that the executive we would take —- Executive
this away to consider further. Elliot Jacobs noted that banks were closing and a major
competitor in the foreign exchange market was closing. We were considering
developing 250-300 BankHubs which were not Post Offices so did we need to trade
through FRES for these? AC thought that was potentially the case. TP wondered
whether we might find a partner to purchase FRES
‘© Saf Ismail asked about G4S standards and security. AC reported that POL had worked
very hard on standards and security and while G4S did not have a good record here
they were improving and it was beneficial for us to work with some third parties, not
least that it provided good “muscle memory” in advance of considering outsourcing
Supply Chain To do: MJ
© EJrequested that the two years’ comparison of trading figures be included in the
main pack. CS noted that the basis of trading was completely different post-pandemic
* Cathy Mayor noted that foreign exchange was an interesting topic. FRES was seeing
increased margins on buybacks because of changes in consumer behaviour and our
expectations of trading performance had increased significantly during the year.
There was an opportunity to drive significant change in profit but this was limited to
the main trading periods for travel
* Kathryn Sherratt suggested that we avoid spending too much time on the HMU
budget for the current year but make sure we were set up for success in future years.
Tom Cooper asked about the waterfall chart on Postmaster Remuneration as he was
struggling to reconcile the numbers and whether there was a swing in Postmaster
Remuneration. When the Board had looked at MDA 2, we had asked what this meant for
Postmaster Remuneration and the indication had been that it would not change much and
Action: AC
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that nothing structural had changed. AC took an action to look at this and the question on
whether there had been structural change.
Future of Stock
The Board considered that options set out in the paper and the recommended approach to
outsource stock to a third-party logistics solution. A final business case would be
developed together with an implementation plan and timetable for January 2022. A full
benchmarking study had been undertaken with five highly rated third-party logistics
providers.
Lisa Harrington noted that we needed to look at what obligations might be put on us by a
3PL. AC noted we were only proposing to outsource stamps at the moment and agreed
that the more we outsourced the more we had to manage the delivery of the contract and
the outsource provider. Russell Hancock described the functionality we wanted to have
for the new distribution centre.
The Board APPROVED the recommendation to outsource the stock operation to a third-
party logistics solution (3PL).
Cash Utility
Al Cameron introduced the paper and noted the discussions that had been taking place on
Supply Chain efficiency. To increase efficiency, we would start working with third parties
more and automate more but we did not have the funding to outsource fully and the
investment case for outsourcing would not be made in the next few years. AC did not think
it was the right time for POL to join the Cash Utility being proposed by the Bank of England
(BoE). We knew that G4S and Loomis were also struggling to make the investment case for
joining the Scheme.
AC reported that we had made clear to the BoE that we had to do what was right for POL
and not what might be right for the system overall. Tim Parker noted that we could revisit
the position if Government decided to legislate participation in the Cash Utility.
A number of points were raised and addressed:
* Tom Cooper noted that he could not see who would want to join the Cash Utility
currently. AC reported that were not sure who would choose to join but the banks had
asked for the BoE to develop the Cash Utility so we assumed some would be keen to
join, though we knew that a couple would not because they had already reduced their
cash costs. TC thought it would be interesting to work out the figures for a bank of
joining the Cash Utility
The Board APPROVED that Post Office Limited would not join the Wholesale Cash Utility
being established by the Bank of England (BoE) at this juncture and would maintain
standalone cash centre operations.
Project Starliny
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Th
adi
To do: DZ/
LoN/ DS
The Board requested an update (by email or through a call) on the position with the
negotiations in advance of the October Board meeting.
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The Board APPROVED additional exceptional funding for Project Starling for
programme costs up to the end of October 2021, which included legal costs and
programme resources.
9. Health and Safety Report (including violence and robberies trend report)
Al Cameron introduced the report and Martin Hopcroft, whom he noted was also
responsible for Business Continuity and Environment as well as Health & Safety.
MH reported that POL had sufficient fuel supplies currently but that we would be
monitoring this. AC added that we had had a conversation with BEIS and at the moment
there was no prioritisation for any group to access fuel.
MH reported that there had been a number of incidents of customers harassing
Postmasters which we were monitoring. The number of incidents reported for the whole
network via Grapevine was down. Tim Parker asked whether we could include information
‘on reporting incidents on BranchHub and it was confirmed that this could be done.
There had been a small increase in crime in P4 and PS but the number of incidents had
reduced to 4 in P6. We had not experienced any ATM attacks in PS but there had been
some incidents in the industry in specific locations. We were reviewing training for DMB
employees on dealing with crime with the help of Nick Rigby, an external expert. We
would then consider how this advice could translate into more support for branches.
Only 7 positive Covid cases had been reported across the business in September 2021. We
were continuing social distancing and face covering but there would come a point where
we relaxed the latter.
AC reported that alcohol testing for drivers had started and drug testing would follow.
There had been instances of bad driving and we were recommunicating the requirements.
We wanted to be able to randomly review CCTV footage but we had been advised that this
was prohibited by data protection but we wanted to test this position because it made
sense from a health and safety perspective. Ken McCall asked whether other firms
reviewed CCTV footage and AC confirmed they did. TP thought we had to understand
what risks we were and were not willing to take.
AC reported that there had been an incident where a slate had fallen off the roof and
there would be a claim in connection with this and we would in turn bring a claim against
CBRE.
Carla Stent asked whether people were going to start coming back into the office as it
appeared quiet compared to other organisations. Nick Read reported that we had just
started a room booking and hot desk booking system and would be encouraging people to
return to the office. Elliot Jacobs agreed that it would be good to see people back in the
office and relayed his conversation with Tim Perkins about the need to get people back in
the support training. Tim Parker noted there was a distinction between the public and
private sectors in return to workplaces. EJ noted that there appeared to be a lack of
facilities internally currently and asked what we were going to do about this. AC reported
that people could make hot drinks and there were a number of cafes in the vicinity. It
would not make sense to reopen the café but we would use the space. Team meetings
were starting to be held in person again. We needed to make the offices a good place to
be and create a positive return to work experience. NR added that there had to be good
reasons for coming back to the office. MH reported that we were looking at ways for
opening up the floors for collaborative working and noted that some people were still
nervous about making the trip into the office on public transport.
The Health & Report was NOTED.
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Noting papers
Historical Matters: HMU and Public Inquiry
The Historical Matters report and Public Inquiry report were NOTED.
Approvals
Ratifi
tion of Board decisions and approval of HRC recommendation
The Board RATIFIED the following decisions:
1. Approval of the revised decision-making tools for cases referred to the Court of
Appeal Criminal Division (CACD) on which the Historical Remediation Committee
(HRC) needed to determine stance or refer to the Board
2. Approval of the following changes to the terms of reference for the Independent
Advisory Panel to the Historical Shortfalls Scheme:
“In formulating its recommended offer, the Panel may recommend the making of an
offer to the postmaster forthe whol ofthi they taimed if,
guided by broad considerations of fairness, the Panel considers that doing so would
produce a fair result in all the circumstances of the particular case. For the
avoidance of doubt, in doing so, the Panel’s discretion will not be confined solely to
the specific heads of Consequential Loss claimed by the postmaster but will take
into account any facts and matters which the Panel considers will produce a fair
result on the facts of a particular case.”*
*The text struck through is to be deleted. The text in bold, italic is to be added.
3. Approval of the appointment of the members to the Historical Remediation
Committee on the recommendation of the Nominations Committee.
4. Approval of the Terms of Reference and Delegated Authorities of the Historical
Remediation Committee.
The Board APPROVED the Historical Remediation Committee's recommended changes to
the terms of reference (ToR) of the Independent Advisory Panel to the Historical Shortfall
Scheme to reflect the appointment of additional panel members to the Historical Shortfall
Scheme's Independent Advisory Panel, as shown at appendix 1 of the paper presented to
the Board.
Unlimited liabilities and indemnities
The Board APPROVED the proposed changes to sign offs with respect to unlimited
liabilities and indemnities under the Contract Approval Process (as set out in the Executive
Summary) and the associated costs in implementing the changes.
Belfast Exit Programme
The Board discussed the additional funding sought. Tom Cooper noted that the increase in
costs were a surprise and he did not understand what had happened. Al Cameron noted
that he and Nick Read needed clarity on this and would then come back to the Board. We
needed to answer the capability question and how we prioritised to get Belfast exit done,
the sequencing and plan for this. Ken McCall asked how would be get assurance that the
costs would not increase again. Lisa Harrington and NR both advised we could not provide
that assurance now and needed first to have a plan in place and test that plan. KM noted
that the Board was being asked for a 33% uplift without a detailed explanation of why.
Carla Stent asked how much funding was required to get through to the next Board
meeting.
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Tab 4 Board Minutes from 28.09.2021 (approved on 26.10.2021)
12.1
12.2
12.3
13.
14.
POST OFFICE LIMITED BOARD MEETING
Strictly Confidential
Lisa Harrington noted that we must be clear that the firm providing services for us were
either assuring the work or doing the work but not both.
The Board APPROVED funding for the project but only until the end of October 2021. The
longer-term plan and funding requirements would be discussed at the October Board
meeting.
Noting and governance items
Sealings
The Board APPROVED the affixingof the Common Seal of the Company to the documents
set out against item numbers 2073 to 2081 in the seal register.
Future Meeting Dates
The future meeting dates were NOTED.
Forward Agenda
The Forward Agenda was NOTED.
Any Other Business
Feedback on papers
Board Members thought that the papers had been shorter and more focussed in this
month’s meeting pack.
There being no other business the Chairman declared the meeting closed at 16:00 hrs.
Date of next scheduled meeting
26" October 2021.
Tim Parker
Chairman
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Voting Results for Board Minutes from 28.09.2021 (approved on 26.10.2021)
The signature vote has been passed, 1 votes are required to pass the vote, of which 0 must be independent.
Vote Response Count (%)
For 1 (100%)
Against 0 (0%)
Abstained 0 (0%)
Not Cast 0 (0%)
Voter Status
Name Vote Voted On
Parker, Tim For 20/02/2022 14:48
POL-BSFF-WITN-013-0000081_0013