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Shareholder
Executive
HM Government
Post Office Limited (POL)
Overview
May 2015
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@ summary anp Key Issues
Government is sole
shareholder of Post
Office Limited (POL),
setting requirements
which POL must
meet, then allowing it
to operate
commercially
POL is loss making
and relies on
Government subsidy;
however it is in the
middle of a complex
transformation
programme to reduce
that subsidy
This is ambitious but
achievable, and with
political support will
place POL ona
sustainable long term
footing within this
Parliament
@ Shareholder
Executive
The Post Office is a relatively small and discrete policy area, but one which attracts a significant
amount of interest from both Parliament and the public. On one hand, Post Offices are held in high
esteem as hubs of the community (particularly rural communities) providing essential services to
often vulnerable people; at the same time, many see them as outdated, inefficient, and increasingly
less relevant to modern life.
Government policy on the Post Office has tended to strike the balance between recognising the
social and economic functions that Post Offices provide, with the need for the company to operate
commercially and taxpayers paying no more to support it than is necessary. POL’s transformation
programme should see the company moving towards a more sustainable long term footing within
this Parliament, with a “steady-state” subsidy of around £70m or less by 2017-18 (down from a peak
of £210m in 2012-13).
This pack gives a high-level overview of how POL is set up, the areas in which it operates, and its
long term strategy. There are also some short term matters (below) which you need to understand
and may require prompt action. We recommend you receive more detailed advice on each.
Network Transformation (slide 10) is a 6-year programme to both transform individual branches
(e.g. modernisation and investment) and update the contract terms of subpostmasters by making
their remuneration fully variable. POL has made good progress since 2012 and is now taking more
active steps to maintain momentum and complete transformation of the whole network.
A small but vocal number of mostly former-subpostmasters have raised concerns about POL’s
Horizon IT system, which they claim has caused their businesses losses. Over two years’ worth
of independent investigation has found no systemic faults in Horizon and there is a mediation
scheme to consider individual cases, but campaigning and media interest persists and BBC’s
Panorama is due to broadcast a programme on this on 22 June. See slide 13.
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@ StRUCTURE AND OWNERSHIP
POL is one of the
largest retail business
in the UK with a 350
year history,
operating a network
of c.11,700 branches
across the country
It was separated from
Royal Mail in April
2012 and is 100%
Government owned,
via a holding
company that also
owns the remaining
stake in Royal Mail
Government does not
seek to influence
POL’s day-to-day
operations
Shareholder
Executive
POL is a commercial business that operates independently of Government. It has a Chief Executive
and a Board of Directors, who are responsible for running POL day-to-day and for providing
strategic oversight, respectively.
The Government owns 100% of POL, through the Postal Services Holding Company (POSH) which
also owns the Government's remaining stake in Royal Mail. These two shareholdings are entirely
separate.
The Post Office team in the Shareholder Executive (ShEx) manage the Government shareholding in
POL. This includes a non-executive seat on POL’s Board. The Government has various shareholder
rights in areas such as Board appointments, remuneration, and POL’s strategic plan.
The Postal Services Act 2011 requires POL to be wholly public-owned, but allows for the move to a
mutually-owned structure in the future. Any alternative structure or ownership model would require
further primary legislation. Mutualisation will only be possible if POL is financially sustainable, and
Government should consider what kind of future ownership model would be appropriate for POL.
BIS Secretary of State
Postal Services Holding Company Limited (POSH)
100% 3
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© Funoinc
Government funds
POL to enable it to
maintain a network of
post offices beyond
its optimal
commercial size, and
to make that network
more efficient
Without support, POL
would not be a going
concern
Government has
committed nearly
£2bn between 2010
and 2018
Funding benefits
POL’s customers, and
also helps to reduce
POL’s overall reliance
on taxpayer support
Shareholder
Executive
Government provides funding to POL in order to maintain a network beyond its optimal commercial
size and footprint. Currently the requirement is a network of more than 11,500 branches which
meets 5 clearly defined access criteria (e.g. 99% of the UK population must live within 3 miles of
their nearest post office). There is a legally-binding funding agreement between Government and
POL.
Since 2010, Government funding for POL has been focused on two areas:
NETWORK SussiDy: Payment to maintain a network of post offices in line with Government's
requirements. Recognised by POL as revenue in its accounts.
INVESTMENT FUNDING: Funding for POL to invest in its network, to make it more efficient and less
reliant on taxpayer funding. It is recognised by POL as a direct cashflow in its accounts
Investment helps reduce the overall funding requirement. Subject to POL’s performance and wider
market developments, we anticipate a future “steady state” funding of around £50m from 2019/20.
This would support c.3,000 branches which serve a social purpose but would not be financially
viable in their own right, and hence will continue to require funding after POL’s investment
FUNDING PROFILE (£m)
600
so peg ee on CURRENT FUNDING __ INDICATIVE
100 [ee ae £640m FUTURE
200 140 FUNDING
50
11/12 12/13, 13/14 14/15 15/16 16/17 17/18 18/19E 19/20E
NETWORK SUBSIDY INVESTMENT FUNDING
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©@ Financiat overview
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Last financial year
POL generated
revenue of £870m
which was a 0.3%
increase on 2013/14
Underlying operating
profit (i.e. after
adjusting for a£40m
reduction in network
subsidy) was higher
by £33m, and in line
with expectations
POL’s profitability is
expected to improve
further in 2015/16
although revenue is
forecast to fall
marginally, due to
ongoing difficult
market conditions
Shareholder
Executive
In 2014/15 POL generated revenue of £870m
(£1,030m including Network Subsidy) and an
operating profit of £100.5m.
Revenue was below budget, mainly due to
underperformance in Mails and Retail and
Telephony and Other.
However due to tight cost control operating
profit was in line with expectations. This is
reassuring.
POL’s most significant cost is payments made
to subpostmasters - in 2014/15 £438m was
paid out to c.11,400 subpostmasters,
averaging c.£38,000 per branch.
Due to Network Transformation these costs are
now more closely linked to sales volumes and
are becoming increasingly flexible.
After subpostmaster payments, POL’s largest
expenditures are: Staff Costs (c.£234m); IT
(c.£90m); and Property (c.£61m).
REVENUE SPLIT (% TOTAL)
Total 2014/15 Revenue: £870m
a
33%
@ Mails and Retail
® Government Services
@ Financial Services
(Telephony and Other
REVENUE & PROFIT PERFORMANCE (£m)
£ REVENUE £ OPERATING PROFIT
1,000
902
900 865 867 870 875
800
700
600
500
400
11/12A 12/13A 13/14A 14/154 15/16B
Mle TOTAL REV. Op. PROFIT
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@ Lownc-TERM STRATEGY
POL’s strategy was
developed in 2013 and
although ambitious,
represented a
continuation of its
established plan
It focused on
completing Network
Transformation,
growing revenue, and
improving the
efficiency of POL’s
operations
Market conditions have
however been more
challenging than
expected, and in
response POL is
working on a refresh of
its strategic plan
@& Shareholder
Executive
POL’s strategy was developed in 2013 and covers the period to March 2020. It was part of the basis
on which POL secured Government's recent £640m funding commitment and focuses on delivering
a financially sustainable POL, less reliant on subsidy. The strategy is centred on three core pillars.
NETWORK TRANSFORMATION
« Aim: Complete the network investment strategy, modernising branches to improve customers’
experience and making them less reliant on taxpayer support
* Status: Generally NT has progressed in line with plans
REVENUE GROWTH
¢ Aim: Increased sales in existing areas and launch of new products and services, focusing on
particular strengths in Mails, Government Services and Financial Services
* Status: Slower than expected progress, with low demand growth, fewer new contracts than
expected (particularly in Government Services) and intense competition
TRANSFORMATION AND EFFICIENCY
« Aim: Reduce costs through a significant transformation of POL’s IT infrastructure and a
restructuring of the corporate overhead
* Status: Again, progress has been slower than expected, particularly due to frequently volatile or
hostile relations with key stakeholders including the subpostmaster and employee
representatives
POL has been working on a refresh of its strategic plan for the past few months, which is expected
to be presented to Government in mid-2015. We expect the main objectives and pillars will remain
the same, but some details might change and financial targets will be reduced. However, POL is
confident that it will be able to deliver the refreshed strategy in line with the available funding.
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@ SERVICES: MAILS AND RETAIL
Through its
exclusive
relationship with
Royal Mail, POL is
the leading provider
of retail mails
services in the UK
and is responsible
for c.£2.5bn of Royal
Mail’s revenue
Recent years have
been challenging:
traditional mails
products are in
decline whereas key
growth markets (e.g.
Click and Collect)
are evolving and
highly competitive
Shareholder
Executive
POL is the leading provider of retail mails in
the UK, offering access to Royal Mail services
for retail and small business customers
Range includes stamps and labels, special
delivery, Parcelforce, signed-for and Home
Shopping Returns; also provides selected retail
services including lottery, packaging and Royal
Mail / Royal Mint collectibles
A 10-year exclusive Master Distribution
Agreement (MDA) was agreed with Royal Mail
in 2012 on an arms length basis — this was the
longest period permitted at the time by the
European Commission
Royal Mail services are offered at all POL
branches — this is a bigger and denser network
than Royal Mail needs to meet its Universal
Service Obligation
Mails is in structural decline but parcels is
growing, particularly due to online retail.
However competition is fierce in this segment
(e.g. Collect+, MyHermes, Amazon) and the
market direction is unclear
REVENUE
£m REVENUE % GROWTH
500
400
300
200
100
388 404 386 384 370
1112A 12/13A 13/14A 14/15A 15/16B
MBE MAILS AND RETAIL =—O=% GROWTH
RECENT DEVELOPMENTS / LIVE ISSUES
ROYAL MAIL RELATIONSHIP: Despite having a
scheduled opportunity to renegotiate in 2017
POL might look to amend certain aspects of
its contract with Royal Mail in the coming year
ComPeETITION: The UK parcels market is
increasingly fast moving and competitive. This
is impacting POL as the largest provider
MAILs STRATEGY: Since separating from Royal
Mail POL has scaled up its Mails team and is
currently undertaking a strategic review
looking at this part of its business
@ SERVICES: FINANCIAL SERVICES
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POL’s financial
services business has
been transformed in
recent years with the
launch of a number of
new services and the
POL Money brand
POL has also
benefited from
customers’ perception
of it as a trusted brand
Opportunities for
future growth are
strong, but not
without challenges
Shareholder
Executive
POL is a leading challenger in the UK Financial
Services market, offering POL branded
products — many in partnership with Bank of
Ireland (“Bol”) — and 3rd party services. POL’s
relationship with Bol was renewed in 2013 for
10 years
POL branded products, offered under the Post
Office Money fascia, cover insurance, savings,
travel money, current accounts, loans,
mortgages and ATMs
3° party services include bill payments,
counter services for high street banks’
customers (e.g. cash withdrawal and deposit),
Premium Bonds and money transfers
Recent years have seen POL focus more on its
higher value branded services, e.g. launch of
current accounts and mortgages, and
transformation of its insurance business
This requires close strategic alignment with
Bol; POL provides the retail front-end of the
relationship and Bol provides balance sheet
and support functions
REVENUE
£m REVENUE % GROWTH
400 a3
300-261 280 279289
200
100
0
15/16B
11/12A
MME FINANCIAL SERVICES =O=% GROWTH
12/13A 13/14A 14/154
RECENT DEVELOPMENTS / LIVE ISSUES
Bol RELATIONSHIP: POL and Bol are not
perfectly aligned although they are working
together to develop a shared long-term
strategy. This might also touch on the period
post-2023 when the current contract expires
NS&lI: POL’s Premium Bonds contract expires
in September 2015 and NS&l are advising
HMT Ministers on options, which could lead to
this service being withdrawn from POL (this
could raise significant presentational issues)
COUNTER SERVICES: POL is working with
banks and the BBA to develop a standardised
counter service for all customers
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6 SERVICES: GOVERNMENT SERVICES
Revenue from
Government Services
has fallen in recent
years, despite efforts
from both POL and
Government to
progress the “front
office for
Government”
ambition
POL has won its place
on a number of key
frameworks
There could be new
opportunities for POL
in Identity Assurance
and Assisted Digital
in particular, but POL
will need to ensure
they can seize these
opportunities
Shareholder
Executive
POL is the #1 provider of over-the-counter
Government Services in the UK. Its largest
contracts are:
DWP for Post Office Card Account (POca)
DVLA for driving license renewals and vehicle
tax payment
Home Office for Passport Check and Send
POL also provides rod licenses, Security
Industry Authority verification, and visa
services
Despite POL’s ambition to be the “front office
for Government’, there have been significant
challenges in recent years: it is illegal to simply
award contracts to POL; competition has been
intense in a number of segments; and more
services have moved online
Key contracts have been extended but on less
favourable terms, and with increased volumes
migrating to direct channels (e.g. online)
New opportunities have been slow to emerge
and where they have, volumes have fallen
short of expectations
REVENUE
£m REVENUE % GROWTH
150
120 116
90 7m
60
30
0 I
11/12A 12/13A 13/14A 14/15A = 15/16B
@8 Government Services —O—% Growth
RECENT DEVELOPMENTS / LIVE ISSUES
FRONT OFFICE COUNTER SERVICES (FOCS):
POL is exclusive provider on this framework,
which enables Departments to contract with
POL easily and cheaply. Progress however
has been slow.
DiciTAL: The move to digital channels conflicts
with POL providing face-to-face services and
impacts POL’s ability to win new contracts
NEw OpporTUNITIES: Areas where POL could
play a key role (e.g. Assisted Digital, Identity
Assurance) have been slow to come to
market, although on ID assurance the picture
is looking more positive
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@ SERVICES: TELEPHONY AND OTHER
The UK telecoms
market is competitive
and fast evolving —
POL’s products have
particular strength
among older
customers who trust
the brand
POL is responding to
market developments
with new product
launches and a
broader review of its
market position
POL’s cash
distribution business
is a source of external
revenue, although it is
not currently
efficiently run
Shareholder
Executive
TELEPHONY: POL is the fifth largest provider of
home phone and broadband services in the UK
with c.450k customers. It focuses on value and
has a particular strength among older
customers.
POL’s telephony product is provided by Fujitsu
and Post Office branded. It moved across from
BT in 2013, causing problems for many
customers which lost a number of subscribers.
The telecoms market is evolving with
consolidation among telecoms firms and the
line between telecoms and media also fading.
POL has plans to launch mobile and high-
speed internet in 2015, but is also reviewing its
long-term telephony strategy and market
position.
OTHER: POL is the third largest cash distributor
in the UK, selling “spare” capacity in its cash
distribution infrastructure to third parties. These
include Royal Mail and a number of high-street
retailers (e.g. Primark). POL also earns
revenue from Royal Mail from warehousing
services.
REVENUE
£m REVENUE % GROWTH
120 3
90 86 84 I
60
30
0
11/12A 12/13A 13/14A 14/15A = 15/16B
i Telephony and Other —O=% Growth
RECENT DEVELOPMENTS / LIVE ISSUES
STRATEGIC REVIEW: POL is reviewing its place
in the telecoms market, as competitors evolve
and as customers get more demanding. A long
term strategy could see POL exit this market,
although in the short term telephony is a cash
cow for POL.
Home SERvicEs: POL has previously looked at
launching energy supply services (aligned to
its trusted brand) but this is currently on hold.
CASH DISTRIBUTION: POL’s supply chain
activity is high-cost and inefficient. Changes to
improve performance are underway and POL
is looking at other options to improve results.
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NETWORK
Post Office’s branch
network stands at
around 11,700
branches across the
UK.
Of this network, only
c.300 are owned and
operated by POL; the
remainder are sub
post offices operated
by independent
businesspeople or
retailers
POL’s Network
Transformation (NT)
programme is making
good process at
modernising the
branch network,
although there is still
work to be done
@& Shareholder
Executive
POL operates the largest retail network in the UK, larger than the network of the four major banks
combined. Post Office’s funding from Government requires it to operate a network above a
commercially-optimal size and meet a set of strictly-defined access criteria.
The vast majority (97%) of Post Office branches are not operated by POL directly, but by a
subpostmaster or a multiple retailer (e.g. WH Smith, Londis, Tesco) — these are known as sub post
offices or agency branches. The contract between a subpostmaster or multiple retailer and POL is
similar in nature to that of a franchisee. Often, agency branches are co-located in another retail
premises, typically a shop or convenience store.
NETWORK TRANSFORMATION (NT) is a central element of POL’s strategy and sees an historic level
of investment over six years to transform and modernise POL’s agency branch network (of around
11,400 branches).
Network Transformation:
v Improves customer experience by investing in branch environments
v Improves operator performance by driving footfall and enabling more efficient branch operation
v Makes POL’s cost base more flexible, allowing costs to move more closely with revenue
v Reduces POL’s reliance on taxpayer support
Over 75% of branches eligible for NT have either completed their transformation or have
contracted to do so. More detail on the Network and its transformation programme is provided in
the annexes.
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@ Boar AND MANAGEMENT
MANAGEMENT OVERVIEW CURRENT APPOINTMENTS
POL’s Board will
undergo significant
changes this year
with both the Chair,
Senior Independent
Director and Audit
Committee Chair
stepping down
The new Chair will
have the opportunity
to consider the
performance and
balance of the Board,
as well as the wider
management team
For POL’s senior
executives in
Particular,
remuneration is and
will continue to be a
key issue
Shareholder
Executive
POL’s Board consists of a Chair and five Non-
Executive Directors, together with the Chief
Executive Paula Vennells and Chief Financial
Officer Al Cameron.
The current Non-Executives are:
¢ Alice Perkins, Chair (steps down in July)
« Neil McCausland, Senior Independent
Director (steps down in September)
¢ Virginia Holmes, NED
* Tim Franklin, NED
¢ Alasdair Marnoch, NED (steps down in July)
* Richard Callard, NED (ShEx representative)
Overall, we consider that the Board works
well. Their primarily private sector specialisms
(particularly retail and financial services) drive
amore commercial outlook for the company.
Ministers approve remuneration for the CEO
and CFO, including base pay and bonuses.
Remuneration has been a sensitive issue,
balancing public sector pay restraint with
attracting and retaining private sector talent.
We are in the process of recruiting a new
Chair, in preparation for Alice Perkins’
departure in July. We are seeking candidates
with a commercial background, preferably with
experience of large companies, in the retail
space with significant business turnaround
experience.
We plan to complement the new Chair's
commercial skill set with public sector
experience through the appointment of the
new Senior Independent Director in the
autumn, to ensure a balanced Board. We will
seek the new Chair's views on this, and will
very shortly begin the recruitment process.
Alasdair Marnoch, who chairs POL’s Audit &
Risk Committee, had considered renewing his
term but has now decided against this and will
step down in July. POL are responsible for
recruiting a new NED and will very shortly
begin the process for this, again, with input
from the new Chair (once appointed).
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KEY STAKEHOLDERS
In general,
stakeholders support
the large scale
investment in the
post office network
Some stakeholders
are less convinced on
other aspects of
POL’s transformation
agenda, and
continued work is
needed to make the
case for changes to
make POL a more
viable business
There are small but
vocal groups
campaigning against
various aspects of
POL’s strategy and
transformation plans
@) Shareholder
Executive
NATIONAL FEDERATION OF SUB POSTMASTERS (NFSP)
The NFSP is the representative body recognised by POL to negotiate on subpostmasters’ behalf
and has over 6,000 members. The NFSP supports investment in modernising branches but has
naturally tried to optimise outcomes for its members (e.g. in 2013 it was instrumental in increasing
the level of compensation for subpostmasters exiting the network).
NFSP membership has been declining for some time, partly driven by the fact new subpostmasters
are less likely to be members, and the organisation is trying to reposition itself as a trade
association representing these more varied types of business that operate Post Offices. After more
than 18 months of negotiations the NFSP is within weeks of signing a 15 year funding deal with
POL which is expected to meet this objective. Further advice can be provided on this if required.
COMMUNICATIONS WORKERS UNION (CWU) & UNITE COMMUNICATION MANAGERS ASSOCIATION (CMA)
A high proportion of POL’s directly employed personnel are represented by the CWU (mostly non-
managerial grades) and the CMA (mostly managerial level). There is also a small but vocal “CWU
postmasters” section which claims a small number of subpostmasters as members (c.200),
although it is not officially recognised by POL to negotiate on their behalf.
POL works to strike a balance between delivering business strategy and avoiding industrial action;
more recently it has taken a robust view on industrial relations and has persevered through strike
action to drive through the changes needed to transform the business. Industrial relations are an
operational matter for POL and ShEx does not engage with either Union directly.
CitiZEN’s ApvicE BuREAU (CAB)
The postal watchdog role of Consumer Futures has been transferred to the CAB who have proven,
on occasion, to operate outside their remit and to be quite hostile to some elements of NT.
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HORIZON SYSTEM AND MEDIATION SCHEME
There has been over
two years of
independent scrutiny
of POL’s Horizon IT
system and no
evidence of systemic
flaws has been found
In 2013 POL agreed a
mediation scheme for
subpostmasters who
believed that Horizon
had caused losses for
which they were liable
The mediation
scheme continues to
consider cases
The scheme is
independent of
Government, and
details of individual
cases are confidential
@& Shareholder
Executive
Following complaints from a small number of (mostly former) subpostmasters about the Horizon IT
system, in 2012 the Post Office commissioned an independent firm, Second Sight, to examine the
system for systemic flaws that could cause accounting discrepancies.
Second Sight’s interim report, published in July 2013, and final report, published in April 2015, both
make clear that there is no evidence of system-wide problems with Horizon.
The interim report raised some questions about the training and support offered to some
subpostmasters, and Post Office implemented a series of measures to improve its processes and
also created a mediation scheme to consider individual subpostmasters’ cases.
A Working Group was created to set up the mediation scheme, consisting of POL, Second Sight
and the Justice for Subpostmasters Alliance (JFSA) and with an independent Chair: Sir Anthony
Hooper, a former Court of Appeal judge.
Each case in the scheme was subject to a re-investigation by POL and independent review by
Second Sight, after which the case could proceed to mediation overseen by an independent
mediator. Mediation is voluntary and requires the consent of both parties. It is nota compensation
scheme, although an outcome of mediation could be for POL to offer some compensation.
Individuals who had criminal convictions (usually for theft or false accounting) were eligible for the
scheme, but on the basis that mediation cannot overturn a Court judgment. POL consider whether
to mediate these applications on a case-by-case basis. Any individual who feels their conviction is
unsafe can pursue legal avenues, regardless of whether they enter into mediation.
POL hopes to complete mediation on all remaining cases by the end of 2015. However JFSA are
attempting to delay any future mediations and are campaigning for a new independent scheme. We
will provide separate advice on this.
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@ TimeLine To MaRcH 2016 (KEY DATES)
Enp Dec: (Current)
target date to end
Horizon mediation
scheme
Mip May: agreement
to continue POL Chair
recruitment
1 Jun: Date for POL
Chair interviews
Mip JUL: Target for Sep: Neil
new Chair to start McCausland term as
ID ends
Enp Jun: POL agree Oct-Dec: (TBC)
new funding Begin PUBIC sasncssecesseessecnsrfecsennetneseeenessesenentansssecesseessennsnaessentesee >
agreement with NFSP consultation on
access criteria
Mip Jun: POL 4 Jan: New contract terms
COMMUNIcAatA WIth —«—ea senaessnccsrcansoonenscensressnacscssessecscossscssensoessnansaasesssescossccccenscesscasesavecesl > for branches not engaged
unengaged branches Sustained engagement by POL with unengaged branches with NT
on NT
@®) Shareholder
Executive 45
HM Government
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Annexes
Shareholder
Executive 16
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fis] Upcoming submissions
wic 1 June Further advice on Network Transformation and next steps
Further advice on Horizon mediation scheme and plans for BBC Panorama programme
c.5 June Advice on appointable candidates for Post Office Chair role (decision required by mid June)
Mid June —_ Advice on POL’s 2014-15 financial performance and publication of annual report & accounts
Agreeing remuneration for appointment of new NED and new SID, and for CEO and CFO
Late June Advice on future network policy and consultation on access criteria
Key meetings (all TBC)
Mid June _ Introductory meeting with Paula Vennells, CEO
Meeting with Alice Perkins, outgoing Chair
Meetings with appointable Chair candidates
Attend POL Board awayday on 17 June
June/July Meet George Thomson, Chair of National Federation of Subpostmasters
Early July POL event for Parliamentarians — you may like to drop in
@) Shareholder
Executive 7
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© Post Office operating models
or eat pliner Poemime 04 (puce donee nec vec sc sanbuauuaspauaeaseuaeaeg)
Crown 295
Main 2,163
Local 1,851
Traditional** 4254
Community 2,072
Outreach 1,049
Total 11,684
@ Shareholder
Executive
HM Government
Branches owned and operated by POL, typically located in city centres. These are mostly the largest and highest volume
branches in the network and offer the widest range of services. They account for only c.3% of branch numbers but
represent c.16% of revenue.
A high-volume model designed as part of NT that offers customers an effectively complete range of post office services.
A majority of these are standalone although some are co-located with a retail business. In converting from a Traditional
Branch these post offices benefit from investment that refreshes branch environments and extends opening hours. Main
Model Agency Branches do not receive fixed remuneration — all payments for post office services are linked to
transaction volumes.
A lower-volume model co-located with a retail business designed as part of NT that offers customers an extensive range
of post office services. In converting from a Traditional Branch these post offices benefit from investment that refreshes
branch environments and extends opening hours. Co-location of the retail till also frees up space for retail use, and frees
up employee time which delivers efficiency and cost-savings for subpostmasters. Local Model Agency Branches do not
receive fixed remuneration — all payments for post office services are linked to transaction volumes.
Traditional post offices that are capable of converting to be a Main or Local, or which exist in a community with suitable
premises that could host such a Branch (e.g. an existing post office might convert “offsite” by closing and being replaced
by a Main or Local Model Agency Branch in a new location). Traditional branches are often underinvested, operate short
opening hours, use “fortress” positions not aligned to modern retail markets and receive some fixed remuneration.
A branch that cannot convert to a Main or Local due to it being unviable as one of these models, or due to the lack of
alternative hosts nearby (e.g. “last shops”). These maintain current pay structures but can access the £20 million
Community Branch Fund which allows them to invest in their branch.
Post offices operating in shared premises (e.g. a community centre for a scheduled amount of time each week) or
mobile from secured vehicles (e.g. with scheduled routes). These are also considered to be “Community” branches and
can access the £20 million Community Branch Fund.
*Numbers correct as of 21 May 2015
“Includes branches signed to convert to Main or Local (454 and 476 respectively)
18
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NETWORK TRANSFORMATION
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NT allows POL to
improve the operating
efficiency of its
network, reducing and
making costs more
flexible while at the
same time also
aligning the interests
of subpostmasters to
the overall business
It also brings
considerable benefits
to customers and
operators — both
groups have
welcomed the
changes NT brings
and satisfaction
ratings are high —- and
the taxpayer, through
reduced subsidy.
Shareholder
Executive
NT is a combination of:
PHYSICAL CHANGES: Modernising and investing in the branch environment to make itbrighter and
more welcoming, and extending opening hours. This includes reducing the number of “fortress”
style counters in favour of open plan positions in Mains, and in Locals allowing the post office till to
be co-located with the retail till (in the process this frees up space previously used for the
“fortress”).
CONTRACTUAL CHANGES Variablising remuneration structures and linking them to transaction
volumes; this aligns subpostmasters interests with those of POL (i.e. subpostmasters are better
incentivised to sell more effectively). The change involves removing the fixed element of
subpostmaster pay worth about £10k p.a. (known as the “Core Tier Payment” or CTP).
COMMUNITY
High-volume branches
that offer customers an
effectively complete range
of post office services.
The majority of these are
standalone businesses
although some are co-
located within a retail
business.
ost Off
LOCAL
Lower volume branches,
usually located within a
retail business that offers
customers an extensive
range of post office
services (97% of services
by volume).
Branches which are the
last shop in a community
but would be unviable as
a Local or Main. 95% of
these branches are in
rural areas. These,
together with Outreach
branches, continue to
receive a fixed payment
and are eligible fora
dedicated £20m
investment fund.
19
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(12) Board & Management profiles
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‘Alice Perkins, Chair
Alice steps down from the Chair
role in July, which she has held
tsince 2012. She is a former
Civil Service group HR director,
and formerly on Boards of
Littlewoods, BAA and TNS.
‘Alice is also currently a NED on
the BBC Executive Board.
‘Alasdair Marnoch, NED
Alasdair is currently CFO of
{CPA Global (software
company), and former CFO of
Equiniti Group. He has recently
renewed his term for three
GRO
Neil McCausland, SID
Neil steps down as SID when
his term ends in September
2015. Neil holds a number of
senior Board appointments
including Chair of Snow &
Rock and Skin. He is also a
former Chair of footwear
company Kurt Geiger.
Tim Franklin, NED
Tim is a former Chief
Operating Officer of Co-
operative Banking Group,
Managing Director of savings
at Barclays, and NED of Link
Virginia Holmes, NED
Virginia is currently Chair of
ithe USS pensions scheme, and
ton the Board of Standard Life
and the Alberta Investment
Management Corp. She has
‘recently renewed her term for
i three years to April 2018.
Richard Callard, NED
Richard is the head of the Post
Office team in the Shareholder
Executive and is the ShEx
representative on the Board.
He previously worked at
Cash. He is mid-way through
his current term as NED,
ending September 2016. I
iyears to May 2018. Deloitte before joining BIS.
Paula Vennells, Chief Executive Officer
‘Al Cameron, Chief Financial Officer
} Paula became Chief Executive in 2012 having been the
managing director of the network prior to that point. Her
previous roles include commercial director at Whitbread
pic and has worked at other major retailers including
I Argos and Dixons.
Appointed in January of this year, Al had a number of
roles at Centrica plc, including finance director of British
Gas. He was brought in for his experience of turning
around businesses that required significant cost
reductions in a regulated customer oriented
environment. He has made a strong initial impact but it
is too early to judge his likely longer term performance
it this st
Shareholder
Executive
HM Government
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(10) Remuneration
Remuneration of the Executive members of the Board must be approved by the Secretary of State and the Chief Secretary to the
Treasury each year. This involves approval of their base pay and bonus arrangements. The Remuneration Committee of POL (RemCo)
present their proposals to the Shareholder each year to seek approval.
The packages for Paula and Al are noted below, but it is worth noting that remuneration has tended to be a sensitive topic for ministers
and the Board alike:
* The Board, via the RemCo, seek to motivate, attract and retain talent through offering sufficient pay packages to the executives,
balanced against pay restraint required by the public sector.
+ Paula’s base salary has not increased for four years, and benchmarking would suggest that her remuneration is significantly behind
that of a similarly sized commercial company. Furthermore, salaries of other members of the executive team (below Board level) have
increased and the gap between them and Paula has become much smaller.
+ Nevertheless, Paula’s pay (and Al’s) are high compared to most public sector levels, and the shareholder team continues to try and
balance these competing tensions.
Details of Paula and Al’s pay are as follows, reflecting the outturns for the respective years. Note that 2014-15 figures are not yet
neshlin
Paula Vennells Al Cameron*** 2014-15 2014-15
(actual) (full year
equivalent)
Base Pay £250k £250k
Base Pay £60k £240k
Other benefits £71k £71k
Other benefits £18k £70k
Short Term Incentive Plan* £76k £88k
Short Term Incentive Plan* £15k £96k
Long Term Incentive Plan** £145k £112k
Long Term Incentive Plan** n/a £120k
Total for year £543k £521k
Total for year £93k £525k
For info, 12/13 £697k
* Targets for the STIP are based on metrics such as revenues, profits, customer satisfaction, network transformation etc.
** The LTIP target is based on maintaining a minimum level of branches and achieving profit targets
*** Al joined POL in January, so the outturn reflects a pro-rated year. The exiting CFO's remuneration will also be reported in the forthcoming annual report 1
RESTRICTED — POLICY & COMMERCIAL
20) Legal Structure
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POL is 100% owned by
Government, via a
holding company
that also owns the
remaining stake in
Royal Mail
The two shareholdings
are entirely
separate; there are
legal and financial
implications if
attempts are made
to use one to
influence the other
POL is subject to
Companies Act
provisions,
competition law, and
European framework
(i.e. State Aid)
Shareholder
Executive
OVERVIEW STRUCTURE
POL separated from Royal Mail in 2012 prior to
the sale of Royal Mail shares. It is now 100%
directly owned by Government through POSH
* Set up to hold Government's stake in Royal Mail
and its shareholding in POL
* POSH Board is made up of 3 directors (2x ShEx
and 1x Other BIS)
Through POSH Government holds a special
share in POL
* Gives a range of rights including approving
appointment of directors and directors’
remuneration
* Other rights relate to matters such as sale of
assets, changes to strategy, changes to
governance structures, etc.
POL’s regulated insurance business is run
through a subsidiary called POMS
+ Restructured in 2015 to allow POL to transform
its insurance activities
POL also owns a 50% stake in FRES
¢ Joint venture with Bank of Ireland, supplying
POL’s bureau de change business with currency
BIS Secretary of State,
Postal Services Holding Company
Limited (POSH)
Post Office
Management
Services
Limited (POMS)
Note: FCA regulated
subsidiary that operates
POL's insurance
business
First Reserve
Exchange
Services
Limited (FRES)
‘Note: Joint venture with
Bank of Ireland.
Supplies POL's foreign
exchange business with
currency
22
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(21) Recent Developments / Live Issues — Mails and Retail
POL’s contract with RM was signed in
2012 before the separation of the two
businesses. It is a commercial
agreement agreed on an arms-length
basis and, with a 10-year duration, was
the longest permitted by the European
Commission at the time.
Government was not involved in the
discussions and has also not sought to
influence this relationship. Any such
action would have significant legal and
financial implications for POL and RM.
The contract has a “renegotiation event’
scheduled for 2017 when the contract
can be revised, but POL is considering
opening discussions with RM sooner.
Formal dialogue may commence during
2015.
POL is keen to realign certain aspects
of the relationship as in recent months
tensions have emerged (e.g. around
POL’s plans to grow its network and in
relation to product structuring, pricing
and new launches (e.g. Click and
Collect)).
@) Shareholder
Executive
HM Government
With the letters market in structural
decline POL and RM see the
opportunity in parcels as the biggest
source of retail Mails growth. However
in recent years a number of competitors
have emerged, placing pressures on
both parties
Many grocery stores now work with
competing parcel delivery providers
(e.g. Collect+, MyHermes) while other
areas of the market are innovating fast
(e.g. Amazon Logistics, retailers’ Click
and Collect, same-day delivery, etc.).
There are now more pick-up/drop-off
points for parcels (i.e. rival services)
than there are Post Office branches
The impact of increased competition is
being compounded by the fact that
expected growth in the parcels market
has not materialised. It is also not clear
whether POL and RM are offering the
right product set (e.g. simplicity and
price)
Historically POL has not taken a
strategic approach to its Mails business,
instead seeing itself as a supplier to RM
This has negatively impacted POL in
recent years as RM’s strategy has been
exposed to unexpected changes in the
market. In response POL is now taking
action to develop its own Mails plan
The early work coming out of POL’s
strengthened Mails team is encouraging
and the outputs of this work are
expected to feed into POL’s broader
strategic refresh which will be presented
to Government in mid-2015
This is focused on optimising POL’s
position in the market and it could look
at some radical options (e.g. looking at
ways POL could move away from its
exclusive relationship with RM in some
segments of the market)
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(22 ) Recent Developments / Live Issues — Financial Services
Bank of Ireland (Bol) relationship National Savings & Investment (NS&I)
* The majority of POL’s own-branded
financial services are provided in
conjunction with Bol. POL provides
exclusive access to its retail network
and customers, while Bol brings
balance sheet capacity and product /
technical support. The relationship has
historically worked well and financial
services has been a key growth area for
POL.
+ In recent months tensions have
emerged (e.g. in respect of current
accounts, mortgages and savings and
investments) and discussions to
address these issues are ongoing. It is
important that progress can be made so
that POL can deliver planned income
growth (e.g. new product launches) and
meet its financial targets.
+ POL expects Bol will want some clarity
for the period after 2023 when the
current contract ends and are
considering handling.
@) Shareholder
Executive
HM Government
POL and NS&l have a long standing
relationship although in recent years a
number of NS&I products have been
withdrawn from post offices. Today only
Premium Bonds are available across
post office counters.
This is an important contract: it
generates revenue of c.£8m a year for
POL and it is a key footfall driver for a
large number of branches.
POL’s existing contract expires in
August/September 2015 and if an
extension can not be arranged, then in
line with its contract, POL will serve
notice to NS&I in June.
For legal reasons it is likely to be
difficult for NS&I to simply extend its
contract with POL. NS&I are currently
advising HMT Ministers on future
options. ShEx believe that they favour
ending the contract but are aware of the
presentational issues this would cause
— we are staying close to the situation.
Today 98% personal current account
customers and a large number of SMEs
can make withdrawals and deposits at
post offices and check their balances,
albeit not in a consistent manner (e.g.
the way to deposit differs between
banks). Most recently, Santander
agreed to make this service available to
its current account customers.
Since December 2014 POL has been
working with the high-street banks and
the BBA to launch a standardised offer
that would make a consistent service
available to all personal and SME
customers. The challenge for POL will
be to ensure the agreement works for
them commercially.
After a good start progress has slowed
recently. Despite this POL remains
hopeful of successfully taking the
opportunity forward, in particular as it
would be a welcome revenue upside for
the business.
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(23 ) Recent Developments / Live Issues — Govt services
In 2012 POL won a tender for the
FOCS contract, which is an exclusive
framework enabling Departments to
contract with POL without running
separate time consuming and costly
procurements. Contracts under FOCS
have a duration of 7-years, with the
option for a 2 year extension. This
means that call-offs from FOCS can be
made at any time during the life of the
underlying contract for 7 years (plus the
extension).
FOCS was expected to unlock a
number of new Government Services
opportunities but since 2012 only
existing contracts have moved to this
framework (e.g. DVLA, POca and
Passport Check and Send).
Few new opportunities have emerged
despite considerable work to improve
Whitehall’s knowledge and
understanding of this opportunity, and
to find ways to align the interests of
FOCS with the Government Digital
Service.
@) Shareholder
Executive
HM Government
Over recent years the Digital by Default
agenda has been implemented across
Whitehall, reflecting a growing
preference by the public to interact with
Government online, and as a means to
reduce admin costs.
Led by the Government Digital Service
(GDS), key Government services and
transactions have moved online and
been adapted for the digital journey.
However, the Digital by Default agenda
conflicts directly with the ambition to
make Post Office a front office for
Government. Departments hosting
online services have to consider the
value for money case for offering non-
digital offerings (e.g. post, phone, or
counter services). With volumes both
uncertain and diminishing, Government
Services contracts are less profitable
and appealing for POL.
There have been instances where GDS
has appeared to block Departments
taking forward services with POL,
although there are some new
opportunities too (see right).
POL has faced considerable
disappointment in its efforts to grow
Government Services in recent years as
significant revenue opportunities have
been deferred or have failed to
materialise, and as such, POL exercise
a degree of caution in respect of the
opportunities below.
Passport Applications: POL is working
with the Home Office on the possible
launch of a POL digital passport
applications service, with potential
launch in November 2015 to coincide
with HMPO’s digital journey public beta.
Assisted Digital: POL is an obvious
candidate to provide AD services (for
those who can’t or won’t use digital
channels), but POL will need to be
certain on future volumes and revenues
to invest in both kit and training
Identity Assurance: POL launched its
IdA product on the Government Verify
service in pilot phrase in April and is
currently gaining around 60% of that
market. Progress has been slow to date
but volumes are now well above
expectations — the challenge will be to
sustain this and innovate further. 25
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(2) Recent Developments / Live Issues — Telephony / other
Strategic Review Cash distribution
In response to significant recent °
changes in the UK telecoms market, in
the last few months POL has initiated a
review of its telephony business.
POL needs a clear long-term strategy
and business case to justify investment °
in mobile and high-speed internet, and
it also needs a plan on how it can win
customers in an intensely competitive
environment.
One option POL has considered, on a
very preliminary basis, is a sale of its .
customer base or a combination of its
telephony business with one of its
peers.
It is important to note that shareholder
approval will be required before any
process can formally commence and .
before any transaction can take place.
@) Shareholder
Executive
HM Government
When POL developed its overall
strategy in 2013 it proposed setting up
a Home Services business, starting with
the launch of a POL branded energy
supply activity.
Given the reputational damage
experienced by many energy suppliers
in recent years it was thought that this
would be an attractive opportunity for
POL (e.g. the right product would be
aligned to POL’s trusted brand).
However given POL’s focus on
delivering the core of its strategy and
due to changes in the regulatory and
competitive environment that make a
launch more complex, POL has
currently put this on-hold.
While it remains a possible area for
future expansion, POL is not expected
to take action in the near-term.
POL’s supply chain activity is high cost,
highly unionised and lacks the
innovation of its peers.
While POL is taking some actions to
reduce costs (e.g. redundancies, new
vehicles, etc.) it is also looking at ways
in which it can reposition the business
(e.g. simplifying products, changing the
way branches demand and manage
cash).
Changes must be managed carefully.
Anything that risks branches’ access to
cash has significant reputational and
operational implications (e.g. for POL
and Government, and for vulnerable
customers unable to access benefits).
26
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2s ) Business Overview — Revenue Split
ILS AND RETAIL (£ FINANCIAL SERVICES (£
Total 2014/15 Revenue: £383.5m Total 2014/15 Revenue: £289.3m
Bill Payment Services Direct Bill Payment Services Reseller
mParcelforce @Special Delivery [Postal Orders Payment Services
[International Priority & Standard ll Stamps (1st & 2nd Class) [Personal Banking Clients mDWP Exceptions
@ Business Banking ATM
Labels (1st & 2nd Class) RM Signed For M™PFS-Savings @ PFS-Insurance
ci F ( PFS-Lending (Bureau
HRM Mail Fixed Retail & Lotter
nee " y Travel Insurance I MoneyGram
Home Shopping Returns Mails Other BNS&l (@ Other
@®) Shareholder
Executive
HM Government
27
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2° ) Business Overview — Revenue Split (cont.)
GOVERNMENT SERVICES (£m) TELEPHONY AND OTHER (£m)
Total 2014/15 Revenue: £113.0m Total 2014/15 Revenue: £84.2m
@ Motoring Services Telephony
Card Account
[Check and Send @ Supply Chain
AE! (DVLA & UKBA)
(Other
Other
Shareholder
Executive
28