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Information Sharing Protocol
BACKGROUND
A. UK Government Investments (UKGI), on behalf of the Secretary of State for Business,
Energy and Industrial Strategy (the Secretary of State), oversees Her Majesty’s
Government’s 100% shareholding in Post Office Limited (POL).
B. POLis the Defendant in the “Post Office Group Litigation”, Bates & Others v. Post Office
Limited, High Court of Justice, Queen’s Bench Division, Claim No’s HQ16X01238,
HQ17X02637, HQ17X04248 (“Group Litigation”). POL is also assisting the Criminal Cases
Review Commission investigate a number of cases where former Post Office agents
(most of whom are claimants in the Group Litigation) claim to have been wrongly
convicted of a criminal offence prosecuted by POL (the “CCRC Investigations”, together
with the Group Litigation, the “Postmaster Complaints”).
C. The Secretary of State and UKGI share with POL a common interest in understanding the
matters in issue in the Postmaster Complaints, POL’s positon on them, and the
exposures they present to POL’s operations, finances and reputation. This common
interest is based (among other grounds) on the Secretary of State/UKGI’s ownership of
POL, the investment they make in POL’s activities to support the important public and
social purpose POL serves, and the accountabilities the Secretary of State/UKGI have for
that ownership and investment to Parliament and to the public.
D. Consistent with that common interest, POL wishes to share with the Secretary of State
and UKGI information about the Postmaster Complaints. That information may include
material which is confidential and/or covered by legal professional privilege, and it is
expressly agreed by the Secretary of State, UKGI and POL that it is in their common
interest to maintain any and all such confidentiality and privilege.
E. This protocol therefore sets out the basis on which information about the Postmaster
their common interest and preserve confidentiality < and pr privilege.
REPORTING
1. The Secretary of State has appointed a shareholder representative (Tom Cooper) to
POL’s Board of Directors who, in his capacity as a director, will receive all information
submitted to POL’s Board about the Postmaster Complaints. Fhere-will benctimitation-
entheThe shareholder representative sharingmay share such information with the
out in Annex B, to ensure such information is not disseminated in-a-manner whichis
JACOHd ea ep edhe nies Babee,
2. The Secretary of State/UKGI’s shareholder representative has been appointed a
member of the “Postmaster Litigation Advisory Board Subcommittee” established by
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the Board to receive legal advice on the Postmaster Complaints, and will receive all
information submitted to the Subcommittee about the Postmaster Complaints.
3. Following any ing-of POL’s Board-at-which the Postmaster-C int: i id POL
3. 4-Meetings of POL’s Board and Subcommittee have been scheduled around the “Group
Litigation Timetable” attached as Appendix A to this Protocol. The Group Litigation
Timetable may change as a consequence of further case management directions from
the court or other developments in the Group Litigation.
4, 5-POL shall promptly inform a nominated legal advisor to the Secretary of State/UKGI
of any significant changes to the Group Litigation Timetable or status of the litigation,
including but not limited to immediatelypromptly notifying BEIS/UKGI of any:
a, change ofhearing dates;
a. b-interlocutory or urgent hearings;
b. potential press coverage of which POL is aware and is material; or
c. d-case developments which POL considers could have a significant
reputational impact.
Atall-ti the S at fF State/UKGI thericht t t ver tto-th
7 ¥ + is
hadule-of Postmaster Litization Advi Board Subcommittee meati: dditional
iB ¥ BS
ch. itt dat + to reflect revisions-to-the* Litigation Timetable*
P P p-Litig, +
6 POLshall provide te the Secretary of State/UKGIallinks i d-assist quired-t
Howthemt ot ch. ies, including but not limited -t. Hi :
Ps ¥ + s is P ¥
q ti ¥ hich. yari from-tit +o-ti
CONFIDENTIALITY and PRIVILEGE
ie
2-Information shared between POL, the Secretary of State and/or UKGI about the
Postmaster Complaints is likely to include material which is confidential or covered by
legal professional privilege.
Confidantialing ;
Information about the Postmaster Complaints will be marked-as-such- by POL and treated
by UKGI the Secretary of State, UKGI , their employees and their agents in accordance
with the “Obligations in Relation to Confidential Information” set out in Appendix B to
this Protocol.
Ip
IN
Material which is also covered by legal professional privilege will be considered on a
case-by-case basis, and prior to sharing such information, BEIS, UKGI, and POL will
agree how such i mation is tobi hared pi pi i
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Dated XX April 2018
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Date Trial Activity. Whom
28.02.2018 CIT Stage 1 Disclosure and Inspection Both Parties
01.03.2018 NA PLSG CALL NA
02.03.2018 CIT Agreement of 6 Lead Claimants from Potential 12 Lead Claimants by 4pm Both Parties
07.03.2018 CIT Claimants shall serve upon the Defendant a statement of the Factual Matrix Claimant
12.03.2018 HIT Counsel to have met to agree Horizon issues Both Parties
16.03.2018 HIT Defendant to have provided a demonstration of Horizon Defendant
16.03.2018 NA PLSG CALL NA
NA NA
26.03.2018 HIT CMC to determine Horizon Issues and date ranges for Stage 2 Disclosure Both Parties
27.03.2018 NA Board Meeting NA
28.03.2018 NA PLSG CALL NA
30.03.2018 CIT POL to provide Claimants with hierarchy of management positions Claimant
30.03.2018 HIT Claimants to have requested up to 100 Horizon documents Claimant
06.04.2018 CIT Defendant shall serve upon the Claimant a statement of the factual matrix Defendant
11.04.2018 NA PLSG CALL NA
13.04.2018 CIT Lead Claimants to file and serve Particulars of Claim by 4pm Claimant
13.04.2018 HIT Defendant to provide disclosure of 100 Horizon documents Defendant
Parties and experts to have met to agree scope for further information / documents required and processed
19.04.2018 HIT ferprofessor inspecting Horizon Both Parties
24.04.2018 NA PLSG SteerCo Meeting NA
30.04.2018 I NA Security-for-Costs Hearing Both Parties +
Thesiuna
30.04.2018 CIT Merits Opinion NA
01.05.2018 NA PLSG SteerCo Meeting NA
04.05.2018 CIT Parties file at Court a statement of the factual matrix Both Parties
15.05.2018 NA PLSG Call NA
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15.05.2018 BOARD SUBCOMMITTEE MEETING
18.05.2018 CIT File and serve individual Defences in respect of the Lead Claimants by 4pm Defendant
CIT/HI
18.05.2018 T Stage 2 Disclosure and inspection Defendant
22,05-2018 NA PROMSIONAL BOARD SUBCOMMITTEE MEETING: TBE NA
24.05.2018 NA Board Meeting NA
30.05.2018 NA PLSG Call NA
12.06.2018 NA PLSG Call NA
15.06.2018 CIT Lead Claimants to file and serve Replies to Defences by 4pm Claimants
22.06.2018 HIT IT experts to have commenced meetings and discussions Both Parties
25.06.2018 NA PLSG SteerCo Meeting NA
26.06.2018 NA Board Meeting Away Day NA
27.06.2018 NA Board Meeting Away Day NA
06.07.2018 CIT File an agreed Statement of Facts in respect of Common Issues by 4pm Both Parties
17.07.2017 NA PLSG SteerCo Meeting NA
18.07.2018 HIT Claimants to serve provisional / outline document setting out the nature of the allegations in relation to Horizon_I Claimants
24.07.2018 NA PLSG SteerCo Meeting NA
NA TBC NA
31.07.2018 NA Board Meeting NA
01.08.2018 NA PLSG SteerCo Meeting NA
08.08.2018 NA PLSG SteerCo Meeting NA
10.08.2018 CIT File and serve Witness Statements in respect of each Lead Claimant and Common Issues by 4pm Both Parties
31.08.2018 HIT IT experts to have producted first joint statement Both Parties
13.09.2018 NA PLSG SteerCo Meeting NA
14.09.2018 CIT Updated Merits Opinion NA
14.09.2018 HIT Claimants to serve expert Report Claimant
19.09.2018 HIT. CMC for outstanding pre Horizon Trial issues NA
NA NA
25.09.2018 NA Board Meeting NA
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30.10.2018 NA Board Meeting NA
02.11.2018 cit Defendant to serve expert report Claimant
05.11.2018 cIT Common Issues Trial (listed for 20 days) Both Parties
23.11.2018 cit End of Common Issues Trial Both Parties
NA NA
27.11.2018 NA Board Meeting NA
14.12.2018 HIT Parties shall meet to hold preliminary discussion about their reports Both Parties
18.01.2019 HIT Exchange supplemental expert reports Both Parties
NA NA
29.01.2019 NA Board Meeting NA
20.02.2019 HIT Parties experts to have produced second joint statement Both Parties
22.02.2019 HIT Pre Trial Review Both Parties
11.03.2019 HIT Horizon Trial (listed for 20 days) Both Parties
26.03.2019 NA Board Meeting NA
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APPENDIX B - OBLIGATIONS IN RELATION TO CONFIDENTIAL INFORMATION
11 “Confidential Information” means any and all information-directly relating to the
Group Litigation and/or CCRC Investigations provided by Post Office Limited (“POL”)
in any form or by inspection or observation, whether supplied or received before or
after the date of this Protocol, and wherever or however stored, compiled or
memorialised, together with any copies of and notes made in respect of such
information.
1.2 “Purpose” means the—sharing—of-inf ti i ti dth—-th:
are-appended.understanding the matters in issue in the Postmaster Complaints,
POL’s positon on them, and the exposures they present to POL’s operations,
finances and reputation, all of which are of common interest to POL, the Secretary
of State and *UK Government Investments *(“UKGI”). This common interest _is
the investment they make in POL’s activities to support the important public and
social purpose POL serves, and the accountabilities the Secretary of State/UKGI
have for that ownership and investment to Parliament and to the public.
1.3 “Secretary of State” means the Secretary of State for Business, Energy and
Industrial Strategy
1.4 4:3-*UKG avestments-*Limited (theUKGI and the Secretary of State (each a
“Receiving Party”) will:
1.4.1 4:3-4—treat and safeguard the Confidential Information as private and
confidential;
1.4.2 4-3-2-not use or disclose any of the Confidential Information for any purposes
other than the Purpose;
1.4.3. 4:3-3-ensure proper and secure storage of the Confidential Information;
1.4.4 4,3-4-handle, preserve and protect such Confidential Information using a high
degree of care and at least the same degree of care as the Receiving Party
affords its own confidential information of like sensitivity and importance;
1.4.5 43-5—permit access to the Confidential Information only to such of its
executives, officers, employees and professional advisors, and those of the
Secretary of State (together “Individual Recipients”), as reasonably and
necessarily require access to the same in respect of the Purpose and then
only on condition that each such Individual Recipient is made aware of the
to comply with the obligations imposed on the Receiving Party under this
AgreementProtocol.
1.5 t-4The Receiving Party shall retain up to date records of all Individual Recipients.
1.6
1.7
1.8
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4-5-The Receiving Party will ensure that such Individual Recipients are aware of the
relevant obligations under clause 1.31.4 of this agreement not to disclose any
Confidential Information outside—of—thei th isati ithout—pri
consultation-with ROL-except in accordance with this Protocol.
4-6-The Receiving Party shall:
1.7.1 4+6-4-ensure that all its executives, officers and/or employees, professional.
s_and those of the Secretary of State; who work with the Individual
Recipients are aware that the Individual Recipients are required to keep the
Confidential Information confidential and that if such executives, officers,
employees, isors and/or those of the Secretary of State;
should obtain any Confidential Information, that they too shall keep it
confidential and keep it secure in the same way as the Receiving Party
secures its own confidential information;
1.7.2 4-6-2-promptly_and in any event not less than three working days after
becoming aware notify POL in writing where any disclosure or unauthorised
use-er-diselesure of any Confidential Information has taken place;
1.7.3 4:6-3-to the extent that any Confidential Information is proprietary to any
third party other than POL, the Receiving Party shall ensure that all Individual
Recipients shall only use such Confidential Information for the Purpose unless
POL expressly advises otherwise in writing.
4-#These obligations of confidentiality do not apply to any information which in the
reasonable opinion of the Receiving Party:
1.8.1 4.%-4-was known to the Receiving Party before the Confidential Information
was provided or made available by or on behalf of POL and was not held
under an obligation of confidence to POL whether directly or indirectly;
1.8.2 4-7-2-is subsequently received from any third party legally in possession of
the Confidential Information and who was not restricted from disclosing it;
1.8.3 4,%3-is in or subsequently comes into the public domain (other than by
breach by the Receiving Party of its obligations under this
AgreementProtocol);
1.8.4 4-#-4-is subsequently authorised to be used or disclosed as non-confidential
information with the prior written approval of POL;
1.8.5 4.7:5—is independentlyegally acquired by an employee, consultant—or,
contractor or professional adh advisor of the Receiving Party whe-ienet-restricted.
informationsin amanner which does not constitute a breach any obligation
of confidence;
1.8.6 4-7.6-save where the information is privileged, is required to be disclosed by
applicable law or by any court of competent jurisdiction, the rules and
regulations of any body or any enquiry or investigation by any governmental,
parliamentary, official or regulatory body which:
1.9
1.10
1.11
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(a) has the power to compel disclosure of the Confidential Information
from the Receiving Party or any of the Receiving Party’s officers,
employees, advisors or consultants; or
(b) is otherwise lawfully entitled to require any such disclosure,
subject always to the Receiving Party complying with Clause 4-61.10; or
1.8.7 4-7%+save where the information is privileged, is requested by supervisory
or regulatory authorities, to whose jurisdiction the RecipientReceiving Party
reasonably believes itself to be subject, in connection with their examination
or supervision of the Recipient-Recei i
Receiving Party complying with Clause 1.10.
4:8—Without prejudice to the generality of Clause 1.4,3,1.8.3, Confidential
Information will not be deemed to be in the public domain by reason only that it is
known to only a few of those people to whom it might be of interest, and a
combination of two or more portions of the Confidential Information will not be
deemed to be in the public domain by reason only of each separate portion being so
available.
16 If the Receiving Party is required pursuant to Clause 1.4,61.8.6 or 1.8.7 to
disclose any Confidential Information, the Receiving Party will: (i) endeavour, to the
extent permitted by law, to provide POL with prompt written notice of such
requirement so that POL may assert such interest as it has in the Confidential
Information, and (ii) ask the court or regulatory authority to treat the Confidential
Information as confidential.
az The parties acknowledge that the Freedom of Information Act 2000 (FOIA)
and the Environmental Information Regulations 2004 (SI 2004/3391) (EIR) potentially
apply to Confidential Information disclosed by POL to the Secretary of State/UKGI. If
the Secretary of State/UKGI receives a request for the disclosure of information that
includes within its scope Confidential Information, it shall:
1.11.1 fa) inform POL of the request;and promptly, and in any event within three
business days of receipt, inform POL’s Legal team of the request;
1.11.2 {b} allow a reasonable period for representations to be made by POL as to
whether prejudice to its interests would occur were the Confidential
Information to be disclosed, provided that POL shall make such
representations within 5 Bbusiness Ddays from the date of the notification by
the Secretary of State/UKGI; and
1.11.3 under no circumstances disclose pri
leged in ion.
Ls The Secretary of State/UKGI will have+regard-teconsider any representations it
receives pursuant to Clause 1.7(b) but it retains sole discretion as to whether any
Confidential Information falls to be disclosed under FOIA or EIR._If POL reasonably
challenges any disclosure of Confidential Information and such challenge is not
accepted by the Secretary of State / UKGI, then POL may (i) obtain an Order from a
Court of competent jurisdiction preventing or restricting the disclosure in question
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any further request to_pr je privileged information to the
KGL.
and_/ or
im
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