RMG00000296 - Annex A: Governance Boundaries - Post Office Limited

Evidence on official site

IN STRICTEST CONFIDENCE

Annex A

Governance Boundaries - Post Office Limited

Post Office Limited is required to comply with the Articles of Association of Post Office Limited, and the policy on Corporate Governance for

Subsidiary Companies.

A number of areas of Post Office Limited governance are reserved to the Consignia ple Board - see the left hand column below.
Areas of governance delegated to the Post Office Limited Board are indicated in the right hand column.

Matters Reserved to the Consignia plc Board in respect of
Post Office Limited

Matters Delegated to Post Office Limited Board

Statutory Requirements

Statutory Requirements

Approval of financial forecasts for the Group as a whole to the DTI

Approval of half year and full year accounts

Approval of any significant change in accounting policies or practices
on the recommendation of the Audit Committee

Appointment of directors, once nominations are received from the
Consignia ple Board

Nomination or removal of Directors

Appointment or removal of the Company Secretary

Approval of any amendment to the Articles of Association for Post
Office Limited.

Combined Code Requirements

Combined Code Requirements

Approval of major capital projects (with costs in excess of £20m)

Approval of major capital projects (with costs lower than £20m)

Approval of material contracts of the company in the ordinary course
of business (the acquisition and disposal of assets in excess of £20m)

Approval of material contracts of the company in the ordinary course
of business (the acquisition and disposal of assets lower than £20m)
other than where Special Shareholder consent is required

Approval of contracts of the company not in the ordinary course of
business (including all strategic acquisitions or joint ventures where
the transaction total is in excess of £10m)

Approval of risk management strategy including internal control
arrangements

Approval of any transaction for which Special Shareholder consent is
required

Approval of major investments, including the acquisition or disposal
of interests of more than 5% in the voting shares of any company or
the making of any takeover bid

IN STRICTEST CONFIDENCE

IN STRICTEST CONFIDENCE

Management

Management

¢ Approval of Post Office Limited’s commercial strategy and annual
operating plan
e Approval of the Group’s commercial strategy and annual operating
budget
e Any amendment of the matters delegated to the Post Office Limited
Board
e Approval of plans for ‘Top Y’ development and succession

e Recommendation of Post Office Limited’s commercial strategy and
annual operating budget to the Consignia ple Board

¢ Approval of pay/compensation policy for Post Office Limited staff and
agents

¢ Approval of changes to Post Office Limited’s management and control
structure, including major restructurings

¢ Approval of plans for senior management development and succession
below ‘Top Y’

e Establishment of Board Sub-Committees, their terms of reference and

membership

Approval of creation of Post Office Limited subsidiaries

Appointment to Boards of Post Office Limited subsidiaries

Approval of the health and safety policy

Approval of the environmental policy

Approval of the equal opportunities policy

Miscellaneous

Miscellaneous

¢ Approval of amendments to trust deeds of Consignia pension schemes
¢ Appointment and remuneration of the chairman and trustees of main
Consignia pension schemes

e Appointment of specified individuals to authenticate the Post Office
Limited seal
e Adoption of a new Post Office Limited seal

5

IN STRICTEST CONFIDENCE