UKGI00010623 - Letter to Kelly Tolhurst MP from Tim Parker re. Shareholder approval: appointment of Non-Executive Director

Evidence on official site

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® Tim Parker
Chairman

Post Office Limited

Finsbury Dials

20 Finsbury Street

London

EC2Y 9AQ

Kelly Tolhurst MP
Minister for Small Business, Consumers & Corporate Responsibility
Department for Business, Energy & Industrial Strategy

_ 1 Victoria Street

I I London

; Ss SW1HOET

16" October 2019

‘ ew lela I

Shareholder approval: appointment of Non-Executive Director

Iam writing to you to request Shareholder approval for the appointment of a Non-
Executive Director (NED) to Post Office Limited’.

The interview panel, which I chaired, was approved by the Department and included
Tom Cooper, our Shareholder appointed NED, Ken McCall, Senior Independent
Director, Carla Stent, NED, and Xenia Fletcher of the Royal Mint as our independent
assessor. The panel interviewed eight shortlisted candidates for two roles and
recommend to you the appointment of Zarin Patel. We are in the process of finalising
our recommendation for the second NED role.

T have enclosed the assignment summary and statistics provided by Russell Reynolds
Associates dated 4 October 2019 and the full biography of the recommend appointee
but in summary:

Zarin Patel
Chartered Accountant with a Non-Executive portfolio

* Considered a strong fit with the role specification, particularly her experience of
finance, change management and technology within high profile organisations.

» AChartered Accountant and a proven Non-Executive Director with an extensive
track record in consumer facing, digital media and regulated markets.

+ Asan executive played a key role in the development and growth of business,
latterly aligning executive incentives with sustainable growth targets, while
supporting operational improvements and cost reduction at a group level.

+ Through her Non-Executive roles has managed to effectively demonstrate an
understanding of the fine balance between commercial gain and the broader values
which drive decision making. As part of this, has demonstrated that she is well
attuned to the complex interplay of customer, commercial and partners.

*As required under Article 11.1(J) (a) of Post Office Limited’s Articles of Association.

t Post Office Limited is registered in England and Wales. Registered No. 2154540, .
Registered Office Finsbury Dials, 20 Finsbury Street, London. EC2Y 9AQ PostOffice.co.uk

Post Office and the Post Office logo ate registered teade marks of Post Office Limited

Confidential !
As a Board member of The National Trust and Anglian Water, has been faced with
challenges of digitisation, changing consumer behaviours online and offline,
regulation and increasing competition.

» Four years on the John Lewis Partnership Board have given her exposure to high
volume, low value transactions, ecommerce, insurance and consumer retail.

Thank you for your help and I look forward to hearing from you.

Cov sh,

Enc.

Confidential

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Zarin Patel

Non-Executive Appointments

2018-Date Anglian Water Services Ltd, Non-Executive Director

2015 - Date John Lewis Partnership ple, Independent Member, Audit and Risk
Committee

2017 - Date HM Treasury, Independent Member, Audit and Risk Committee

2005 - 2013 BBC Worldwide Ltd, Non-Executive Director and Chair,
Remuneration Committee (Non-Executive Director & Chair, Audit
Committee, 2005 - 2011)

Other Activities

2018 - Date National Trust, Trustee & Chair, Audit and Risk Committee

2003 - 2012 University of the Arts, Governor and Chair, Audit Committee

Professional Experience

2014 - 2016 Grass Roots Group plc

Chief Operating Officer and Executive Director
1998 - 2013 British Broadcasting Corporation
2005-2013 Chief Financial Officer and Executive Director
2001-2004 = Business Unit Head, Revenue Management
1998-2001 — Group Financial Controller
1982 - 1998 KPMG LLP
1996-1998 Finance Director, Scott Wilson (Secondment)
1993-1995 Lead Audit Manager, Trafalgar House plc
1986 - 1992 Lead Audit Manager, Beazer plc
1982-1986 Auditor
Education
1985 ACA
1982 LSE, BSc, Economics

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idential

Comments
® Zarin Patel is a chartered accountant and an experienced NED who has managed
transformations within complex digital-centric businesses and brings broad
experience across general management, corporate finance and investment.
* She serves as an independent member of the audit and risk committees of both
HM Treasury and the John Lewis Partnership. In both cases, these committee
roles are separate from the main board of directors though function as full non-
executive directorships. In 2018, Zarin was appointed to the Board of Trustees of
the National Trust and became Chair of the Audit Committee. Additionally, she is
‘on the board of the regulated utility Anglian Water, with a £1.4bn revenue.
Her final executive role was as COO at Grass Roots Group plc, a media and
advertising agency. In 2014, the business had revenues of £300m and her remit
was to help drive growth, both through acquisition, as well as organically in key
Group markets in the US, Germany, China, and India. During her tenure, she
reshaped their product portfolio and services to build capability for a higher
growth rate and improved profitability by 20% within a year.
Zarin is additionally a proven CFO with an extensive track record in consumer
facing, digital media and regulated markets. At the BBC for fifteen years, she
supported several CEOs through periods of significant change, political and
media scrutiny, and digital transformation.
As CFO of the BBC for 8 years, Zarin led the implementation of new technology
including SAP, the digital transformation agenda and the streamlining of licence
fee collection. She also served as Chair of the Audit Committee for BBC
Worldwide, the commercial subsidiary licensing IP and content in international
markets. During her tenure, BBC Worldwide’s profits grew from £35 million to
£175 million.

Russell
Reynolds
ASSOCIATES.
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Assignment Sumary & Statistics

Shortlisted Candidates (8)
* 8 shortlisted candidates interviewed by the panel
* 3 candidates to be considered for appointment

Long-list (19)
* 12 core propects for consideration who meet the key requirements of the brief
= 7 wider prospects for consideration who meet some of the requirments of the brief

Applicants responding to the public advertisment (136)
= 3 applications graded ‘A’ who meet some of the requirements of the brief (these were incorporated into the long-list)
= 45 applications graded ‘B’ who did not meet the key requirements of the brief
= 88 applications graded ‘C’ who did not meet any of the requirements of the brief

Long-list diversity
= 12 core prospects for consideration:
= 8 female prospects (66%)
= 3 BAME prospects (25%)

« 7 wider prospects for consideration:
= 3 female prospects (43%)
= 1 BAME prospect (14%)

= Total long-list prospects for consideration (19):
= 11 female prospets (58%)
= 4 BAME prospects (21%)

Russell
Reynolds.

nfidentia 2of 1 ASSOCIATES