UKGI00042592
UKGI00042592
OFFICIAL - SENSITIVE
Briefing Note for Mark Russell re Meeting POL SID Neil McCausland 13 November 2014
Background
¢ Alice intends to step down from her role as Chair in July 2015. This is confidential.
@ = The objective of your meeting with Neil is to persuade him to remain in place beyond his
current term which ends in September 2015, even for a short period of say 6-12 months, to
provide some continuity at senior Board level.
e Intelligence from Alice suggests he is minded to step down at the end his current term
Plans for Alice & the new Chair
e Alice does not yet want to tell the business she is going in July, for fear of de-stablising it at a
time of significant change.
e Weare recruiting for a new “Government NED” who would be the likely future chair. The
current plan would be to appoint him to the Board soon as a NED, with him becoming acting
Chair in July.
@ We would then have to run an OCPA process for the chair role sometime after that point
(with the acting chair in the box seat for the role).
@ Deborah Loudon of SaxBamf is discussing this process with David Normington of OCPA to
ensure it complies with guidelines, and to see if there are better alternatives that could
avoid a second competition.
The four preferred candidates in this process would be told of these plans so that they are
clear that a) they are going for the Chair role and b) they will have to go through two
recruitment rounds (albeit with a significant advantage in the second).
e The proposedish shortlist of candidates i ist
Other NEDs
@ Two other NEDs’ terms finish next year - Virginia Holmes in April and Alasdair Marnoch in
May.
e After initial doubts, both have said they wish to renew, which is positive:
o. Alasdair is head of the Audit & Risk Committee, and with a new CFO coming in it is
important to maintain continuity
o°. Virginia’s knowledge and oversight of financial services is crucial given POL’s
expansion in this area and the relative lack of oversight at the executive level
Given these two are willing to stay on the board, the need to secure Neil is less significant
than it was. However, an extension of 6-12 months would provide further continuity at the
senior board level whilst the new chair gets settled.
© Neil also offers the Board significant chair experience in his own right, particularly from a
retail perspective (he is currently chair of Snow & Rock and Skin).