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ROYAL MAIL GROUP
Company Secretary’s Office
Handover of work from RMG Secretariat to POL Secretariat 2012
The following tasks have been handed over to POL Secretariat and responsibility for these activities
rests with Post Office Limited from the handover date indicated below.
Task Handover Company Activity transferred to Post
Date Office Limited and accepted.
Signature
Archive a copy of the POL Board 48 March POL Neil Owen (RMG) to print out
papers and other documents with 2012 hard copies and archive POL
reference to the POL Company papers up to September 2011.
Secretary Retention Schedule. Tracy Abberstein (POL) to print
out hard copies and archive
POL papers from September
2011
Archiving activities to be
undertaken by 1° March 2012
COMPLETED
Maintain the POL Minute Book. September I POL COMPLETED
Provide secure environment for its I 2011
safekeeping.
Manage and support the sub- POL COMPLETED
committees of the Board. Maintain
the minute book for any sub- 19 January
committees of the Board (eg: Audit I 2012
and Risk Committee,
Remuneration Committee and
Nominations Committee)
Ensure all POL Board and POL COMPLETED
Committee papers are submitted to I 19 January
the secretariat on time for onward I 2012
circulation to the Board members.
Sealing POL COMPLETED
Inform legal services that there will (FRES/FRESH/
be a change in the authorised Midasgrange
signatories for POL deeds 19" March I don't have a
(Inform: Toni Lyng, Paul Jessop, 2012 Company Seal)
Jean Reynolds, Denise Reid, Alva
Leigh-Doyle — Bond Pearce)
Name of authorised signatory
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should appear correctly on
attestation clause of documents
(eg: franchise agreements)
Ensure that deeds (mostly property
documents) submitted by either
Legal Services or external lawyers
are proper to be sealed
Ensure that documents follow the POL
correct sign off protocols and 19" March
contain the correct attestation 2012
clause depending on whether they
relate to England & Wales or
Scotland.
Enter on Blueprint.
Execute, seal and return
documents.
Handover of POL Company Seal 19" March I POL COMPLETED
Draft Board minute with amended I 2012
list of authorised signatories.
Provide secure environment for the
safekeeping of the Company Seal.
Ensure an authorised signatory is
always available during business
hours for urgent documents.
Maintain statutory registers for POL I 19° March I POL/ FRES COMPLETED
and its subsidiaries (through 2012 /FRESH/
Blueprint Oneworld). Midasgrange
Maintain non-statutory registers for I 1% March POL COMPLETED
POL and its subsidiaries (through 2012
Blueprint Oneworld) eg: register of
criminal convictions (as notified to
the CSO by legal services).
Notify Companies House of all 19" March I POL/ FRES COMPLETED
relevant changes to company 2012 /FRESH/
structure eg: change of capital Midasgrange
structure.
Notify Companies House of 19" March I POL/ FRES COMPLETED
changes to company officers within I 2012 /FRESH/
14 days ie: Directors and Company Midasgrange
Secretary.
File Annual Return with Companies I 1% March POL/ FRES COMPLETED
House within 28 days of the due 2012 /FRESH/
date. Midasgrange
Produce and file other 19" March I POL/ FRES COMPLETED
documentation for Companies 2012 /FRESH/
House in accordance with Midasgrange
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Companies Act 2006 eg:
amendments to Articles of
Association, change of company
name etc.
Provide Company profiles of POL 19" March I POL/ FRES COMPLETED
and all relevant subsidiaries for 2012 /FRESH/
input into Directors’ Report for Midasgrange
annual accounts (typically
requested by Finance colleagues).
Co-ordinate signoff and signing of I 1% March POL/ FRES COMPLETED
statutory accounts for POL and its I 2012 /FRESH/
subsidiary companies in liaison Midasgrange
with relevant finance sections. File
with Companies House within 6
months of year end for plc and 9
months of year end for limited
companies.
Maintain list of business critical 19" March I POL/ FRES COMPLETED
licences and similar obligations. 2012 /FRESH/
Liaise with relevant business Midasgrange
contacts to ensure obligations are
being met.
Maintain the Blueprint Oneworld 19" March I POL/ FRES COMPLETED
Company Secretarial database 2012 /FRESH/
Incorporate business critical Midasgrange
licences and similar obligations into
the database.
Access via Companies House 19" March I For relevant COMPLETED
website, filed Report and Accounts, I 2012 business
Annual Returns, Share Capital contacts at
revisions etc as required and POL/ FRES
requested by colleagues within the /FRESH/
business. Midasgrange
Set up account with Companies 19 January I POL/ FRES COMPLETED
House to allow access and 2012 /FRESH/
download of company records. Midasgrange
Set up a webfiling account with 19 January I POL/ FRES COMPLETED and
Companies House for optional 2012 /FRESH/ authentication codes supplied
electronic filing of annual returns, Midasgrange
appointment forms etc.
Ensure the requirements of the 19 January I POL/ FRES COMPLETED
Business Names Act are met and 2012 /FRESH/
managed. eg: name of company Midasgrange
appears at the registered office,
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consent is obtained for
incorporation of Companies
containing sensitive names etc.
Maintain a personal file for each
POL Board Director containing a
CV, press release, photograph,
salary/bank details, service
contract, company appointment
forms and copies of any other
relevant notifications made to the
various regulatory bodies eg: OFT,
SIA, HMRC.
19 January
2012
POL/ FRES
/FRESH/
Midasgrange
RMG to hand over Director file
for Paula Vennells upon her
resignation from RMH Board.
Maintain and manage POL’s
Consumer Credit Licence including
notification to the OFT of any
changes in POL Directors within 28
days, changes in trading or domain
names, changes to the company’s
registered office etc. Pay Fee
every 5 years (next fee due 3 July
2016).
4* March
2012
POL
RMG to hand over to POL
(Alwen Lyons) once the
ongoing matter regarding full
disclosure of web addresses
and domain names has been
resolved. 31 domain names
have been registered. 9 more
remain.
Maintain and track a file of all
Directors’ expenses. Ensure
Company Secretary notes all
Directors expenses on a monthly
basis. Provide an Annual summary
of monthly Directors’ expenses for
review by the Audit and Risk
Committee.
19th
January
2012
POL
Consider also
FRES /FRESH/
Midasgrange
Prepare ECR forms for fees
payable in accordance with the
contracts for Non-Executive
Directors. Check their pay slips.
19th
January
2012
POL
Prepare and submit nominations
for the Queen’s Honours and Royal
Garden Parties.
As the
requests
come in
from BIS
POL
Andrew Poole will contact POL
at the appropriate time.
Important Note: Most of the listed handover dates above are contingent on POL
successfully implementing Blueprint Oneworld by March 2012 and training having
been received by its users.
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ANNEX
Post Office Limited
Physical Files, Registers, Documentation and Seal
for Handover from Royal Mail Group Company Secretary’s Office
Minute Books — POL, FRES, FRESH, Midasgrange — handed over 19" March.
Company Files - POL, FRES, FRESH, Midasgrange — 19th March
Register of Sealings — POL — 19th March
Consumer Credit Licence File - POL — once issue regarding web addresses and
domain names resolved
Blueprint Data - POL, FRES, FRESH, Midasgrange — 19th March
Summary table of Business Critical Licences and similar obligations — 19th March
POL Company Seal — 19th March
Share Certificates POL, FRES, FRESH, Midasgrange — 19th March
Document Retention Schedule — now
Handover 19" March 2012
Encrypted CD copy of electronic copies of POL Board minutes and papers and other
miscellaneous documents
FRES Share Certificate
POL Company Seal
To follow on
Company Files for POL, Midasgrange, FRES and FRESH
Consumer Credit Licence File - POL — once issues regarding web addresses and domain
names resolved
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