UKGI00007850
UKGI00007850
OFFICIAL - SENSITIVE Eo
Department for
Business, Energy
& Industrial Strategy
Date: 19 January 2018
Director General: Mark Russell
Lead Official: Richard C:
Lead Official Telephone:
Recipient To Note / Comment To Approve / Decide
Permanent Secretary xX
POST OFFICE — APPOINTMENT OF TOM COOPER TO POST OFFICE BOARD
Summary
1. On 19 February the Secretary of State agreed to Tom Cooper's appointment to
Post Office Limited’s (POL) Board of Directors. This requires your consent to
extend a Departmental indemnity to Tom, and also agree the terms of his
appointment.
2. In the absence of an MoU between BEIS and UKGI you are also requested to
approve a reporting regime for the UKGI shareholder team
Timing
3. Your consent is needed by 27" March, which is the date that Tom will formally join
the Board.
Recommendations
4. That you:
e Agree to the terms of the indemnity, as noted in Annex A, and provide Tom with
a signed copy;
e Agree that you are content with the terms of appointment set out in Annex B;
and
e Agree the reporting regime set out below and note the longer-term intention to
clarify responsibilities between UKGI and BEIS.
Advice
Indemnity
5. Under the powers afforded to BEIS by its special share in POL, BEIS have
previously appointed a representative to sit on the Board of POL. This has
traditionally been done through the then Shareholder Executive and now UKGI.
6. Whilst Tom is a representative of the Department, he is a Non-Executive Director
(NED) in his own right, which carries personal legal responsibilities. Government
nominated NEDs do not generally carry Director's and Officer’s insurance, but
instead benefit from a Government indemnity issued by the owning Department.
This is attached at Annex A, and if you agree to it, requires your signature.
Terms of Appointment
UKGI00007850
UKGI00007850
OFFICIAL - SENSITIVE Eo
Department for
Business, Energy
& Industrial Strategy
7. Tom is appointed via a letter. If you are content with it, it will be signed by UKGI
CEO Mark Russell on behalf of the Secretary of State under the terms of UKGI’s
memorandum of understanding with BEIS.
8. The terms of the appointment are set out in an attached minute which has been
agreed with POL. The letter and the minute can be found in Annex B.
9. The terms outlined are similar to those of the incumbent shareholder
representative director, Richard Callard. In addition to covering remuneration (nil)
and time commitment, this specifically covers Tom’s duties around disclosure or
non-disclosure of information in paras 8-10. These seek to balance Tom’s duties
to the company with his duties to Government, and the potential conflict that can
sometimes cause.
Division of Responsibility between BEIS and UKGI
10.As you aware UKGI and BEIS are having wider discussions about the division of
responsibilities for BEIS assets between them. Currently UKGI retains
responsibility across the board for POL, including policy matters.
11.We intend to work with the BEIS policy sponsor, once the identity of that person is
settled, to establish a more formal POL-specific memorandum of understanding.
12.In the meantime, you are requested to approve a regime of meetings attended by
Tom Cooper and the shareholder team from UKGI to update you and the Minister
responsible for POL. The agenda would include, discussing financial
performance, key personnel issues, progress on key risks including litigation,
network performance and compliance with the network access criteria, and key
initiatives involving POL with BEIS or other departments. Meetings would take
place at a minimum quarterly or on an ad hoc basis as required.
Annexes
A. Indemnity
B. Terms of Appointment