UKG100045385
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I UK Government
I Investments
UKGI Board meeting - 16 July 2020
MEETING
16 July 2020 13:00
PUBLISHED
9 July 2020
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Contents
1. Agenda
2. Declaration of interest
3. Minutes from previous meeting (20 May 2020)
4. Board action log
5. Appointment of Sam Beckett as non-executive director of the Company (UKGI-
BP-447, 4474, 447b)
6. Chief Executive's Report (UKGI-BP-448)
7. Interim Project Review - Post Office Limited (UKGI-BP-449)
8. Operations plan to March 2021 (UKGI-BP-450, 450a)
9. Update on Employee Liaison meetings
10. Chief Financial Officer's update (UKGI-BP-451)
11. UKGI Risk - Heat map and Covid-19 risk tracker (UKGI-BP-452, 452a, 452b)
12. Departmental Relationship Review - HMT (UKGI-BP-453)
13. Delivering against the UKGI 2020/21 strategy (UKGI-BP-454)
14. Board mandate (UKGI-BP-455, 455a)
15. Terms of references - Board, Chair and CEO (UKGI-BP-456, 456a, 456b, 456c)
16. Board forward look - proposed additions / changes (UKGI-BP-457)
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Contents
17. NED only discussion
18. Summary of Transaction Committee activities (UKGI-BP-458)
19. Dashboard - June 2020 (UKGI-BP-459, 459a)
20. EDRM summaries (UKGI-BP-460, 460a)
21. NED project assignments (UKGI-BP-461)
22. Board and Committee dates 20/21 (UKGI-BP-462)
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Company No. 9774296
UK Government
Investments UK
Government Investments
Limited (the “Company”)
27-28 Eastcastle Street, London W1W 8DH
Agenda for a meeting of the Board of Directors held
via Microsoft Teams
On 16 July 2020 at 13:00 p.m.
Present: Robert Swannell (in the Chair)
Charles Donald
Andrew Duff
Phil Duffy
Jitesh Gadhia
Jane Guyett
Clare Hollingsworth
Robin Lawther
James Leigh-Pemberton
Caroline Thomson
Apologies: Charles Roxburgh
In attendance: Sam Beckett
Alex Chisholm
Zoe Gillis
Robert Razzell
Richard Watson
Others as required
1. Declaration of interest
2. Minutes from previous meeting (20 May 2020)
- Board action log
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For approval
3. Appointment of Sam Beckett as non-executive director of the Company (UKGI-BP-447, 447a, 4478)
For Discussion
4. Chief Executive’s report (UKGI-BP-448)
5. Interim Project Review — Post Office Limited (UKGI-BP-449)
6. Operations plan to March 2021 (UKGI-BP-450, 450a)
7. Update on Employee Liaison meetings — oral
8. Chief Financial Officer's update (UKGI-BP-451)
9. UKGI Risk — Heat Map and Covid-19 risk tracker (UKGI-BP-452, 452a, 452b)
10. Departmental Relationship Review — HMT (UKGI-BP-453)
For Approval
11. Delivering against the UKGI 2020/21 strategy (UKGI-BP-454)
12. Board mandate (UKGI-BP-455, 455a)
13. Terms of references — Board, Chair and CEO (UKGI-BP-456, 456a, 456b, 456c)
Items for Discussion
14. Board forward look — proposed additions / changes (UKGI-BP-457)
Oral Update
15. NED only discussion
Items for Information
16. Summary of Transaction Committee activities (UKGI-BP-458)
17. Dashboard — June 2020 (UKGI-BP-459, 459a)
18. EDRM Summaries (UKGI-BP-460, 460a)
19. NED project assignments (UKGI-BP-461)
20. Board and Committee dates 20/21 (UKGI-BP-462)
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OFFICIAL-SENSITIVE
DRAFT
UK Government
Investments
UK Government Investments Limited
(the “Company”)
27-28 Eastcastle Street, London W1W 8DH
Minutes of a meeting of the Board of Directors
Held via a video and conference call
On 20 May 2020 at 14.00
Present:
In attendance:
Robert Swannell (in the Chair)
Charles Donald
Andrew Duff
Jitesh Gadhia
Jane Guyett
Clare Hollingsworth
Robin Lawther
James Leigh-Pemberton
Charles Roxburgh (from item 9)
Caroline Thomson
Sam Beckett (until item 7)
Elliot Brinkworth (item 2)
Richard Callard (items 9 and 10)
Jamie Carter (item 2)
Alex Chisholm (until item 7)
Alex Cole (item 7)
Tom Cooper (item 7)
Meet Desai (item 7)
Josh Fleming (until item 9)
Zoe Gillis
Henry Lloyd (items 9 and 10)
Candida Morley (item 7)
James Pfeffer (items 9 and 10)
Robert Razzell
Ceri Smith (item 2)
Susie Timlin (item 6)
Siddharth Varma
Richard Watson
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OFFICIAL-SENSITIVE
DRAFT
1. Declarations of interest, introductions
Each Director of the Company who had an interest under sections 177 and/or 182 of the
Companies Act 2006 declared such an interest and it was noted that, in accordance with article
7 of the Company's Articles of Association, each such Director was entitled to vote in respect of
any proposed matter in which he/she was interested and that each such Director was entitled to
be (and was) taken into account in ascertaining whether a quorum was present.
The Chair introduced Sam Beckett, acting permanent secretary of BEIS, to the meeting, who will
be an observer pending ministerial appointment to the Board.
3. Minutes of the previous meeting
The minutes of the meeting of 25 March 2020, 7 April 2020, 28 April 2020 were approved, subject
to a minor amendment of the 7 April 2020 minutes.
4. Action log
No matters arising.
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OFFICIAL-SENSITIVE
DRAFT
5. CEO update
It was noted that the workforce is currently working at full capacity with demand for UKGI’s support
increasing. Whilst secondments have been secured, the quality of candidates yielded by an
ongoing process to recruit new EDs was low, and thus the risk of over-stretch remains high. It
was noted that the increase in the workforce will drive cost pressures which will require clarity
from HMT as to the longer term funding envelope.
The role of UKGI in dealing with the aftermath of the various economic interventions was briefly
discussed ahead of the strategy discussion later in the agenda, but noting that UKGI as currently
constituted was not equipped to manage the various debt and equity stakes government may
take in a number of businesses.
The CEO expressed his gratitude to the people of UKGI who have come together and worked
tirelessly offering support to projects and workstreams since the crisis begun. Whilst the recent
staff pulse survey results showed that there a slight downward trend, a strong emphasis on
communication helps to mitigate this risk. The senior team continue to discuss support
mechanisms for staff.
6. People
The Board noted that the resourcing requirements remains tight but manageable. The ED
recruitment process was discussed; an external agency will be required to widen the field of
applicants. The Board were invited to share details of any potential candidates for the role with
the COO.
In respect of staff wellbeing, the initial support processes include forum meetings at each grade
level to discuss issues and potential solutions, which will then be fed back to the COO. In addition
to that there continues to be a programme of activities for staff to get engaged with including
various social activities. The COO is exploring the option of giving staff opportunity to move from
a project if they wish to do so.
The Board discussed the importance of taking annual leave to enable staff to get an actual break.
The COO explained that the expectation is that all staff will be required to take at least two weeks
leave by the end of the annual leave year, and the remaining leave allowance will be rolled over
to the following two years.
7. Governance, Portfolio and Risk update
The Board noted the update on governance activities. The three key themes arising from the
portfolio reviews were increasing stresses around remuneration, appointments and flight risk;
deteriorating cash positions; and year-end issues around audit, going concern and accounts
preparation.
UKGI require further assurances that Homes England has dealt with Ceri Smith's resignation from
its Board in the correct way.
The success of the recent informal RemCo chairs’ event was noted; the Board encouraged the
team to schedule further sessions including audit and risk, and sustainability.
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OFFICIAL-SENSITIVE
DRAFT
On risk, the Board again noted again the usefulness of the COVID-19 tracker in the current
circumstances. The Board was briefly updated on the on-going challenges for the Post Office
and will discuss in further detail at the next meeting. The Board were also informed of the work
UKGI have been involved in on the Trade Credit Insurance. UKGI’s current role is to provide
commercial advice to BEIS. A portfolio project review is scheduled within the next week to be
discussed in further detail. The Board were notified of the issues at NATS, which has been
severely affected by COVID-19, causing a negative financial impact to the company. A portfolio
review meeting on NATS took place a week prior, and the following issues were highlighted as a
cause for concern: significant cash flow problems, lack of dialogue with DfT resulting in insufficient
information flow, and lack of clarity around UKGI's role.
8. CFO Report
The CFO noted that control totals for this year are highly likely to be breached, but that this will
likely be dealt with satisfactorily via the supplementaries. The expansion of UKGI’s headcount
also presents a risk to future years’ budget position.
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OFFICIAL-SENSITIVE
DRAFT
12. Board Effectiveness review
The Board were thanked for their input into the recent internal board effectiveness review. Overall
there were no material issues identified. The Board discussed its composition and agreed that
the feedback from the review is timely with the upcoming refresh of NED’s. They agreed that the
future composition of the Board should be considered in parallel with UKGI’s future, which will
again be discussed at the upcoming Board/ExCo strategy session.
The outcome of the review led to some proposed recommendations. The Board agreed with all
of the recommendations, the Chairman and Company Secretary agreed to implement these and
will revert back to the Board on their progress in due course.
13. Forward look
The Board duly noted the updated forward look.
There being no other business, the meeting duly closed at 16:30.
Chair of the meeting
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Current Board actions
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UKGI-BP-447
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UK Government Company No. 9774296
Investments °
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UK Government Investments Limited
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(the “Company”) .
27-28 Eastcastle Street, London W1W 8DH n
Paper for the Board of Directors
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Topic: Appointment of Sam Beckett as a non-executive director of the .
Company
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Date: 2 July 2020
Author: UKGI Board Secretariat 5
Ref: UKGI-BP-447, 447a, 447b =
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Category: Paper circulated, for approval
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XV
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The Board is asked to: :
-
APPROVE the written resolution, please see paper reference UKGI-BP-447a, S
appointing Sam Beckett as director of the Company effective 16 July 2020, and
=
APPROVE the indemnification of Sam Beckett by the Company in the form appended o
at UKGI-BP-447b.
a
The appointment has received ministerial approval. .
The Board’s decision is ratified on behalf of the Shareholder, HM Treasury by the 3
Treasury Solicitor, detailed in the Framework document (para. 5.6 “shareholder
reserved matters”). =
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UKGI-BP-447a
Company Number: 9774296
PRIVATE COMPANY LIMITED BY SHARES
WRITTEN RESOLUTION
OF
UK GOVERNMENT INVESTMENTS LIMITED (the “Company”)
PROPOSED BY THE BOARD OF DIRECTORS OF THE COMPANY IN ACCORDANCE WITH
SECTION 291 OF THE COMPANIES ACT 2006
ORDINARY RESOLUTION
I, the undersigned, being the Solicitor for the affairs of Her Majesty's Treasury, as nominee for
Her Majesty's Treasury, the sole member of the Company, and being entitled to attend and vote
at any general meeting of the Company in respect of the resolution set out below HEREBY
AGREE pursuant to sections 288 and 296 of the Companies Act 2006 that the following
resolution be passed as a Written Resolution of the Company:
That, pursuant to article 17 of the Company's articles of association, the board confirm their
approval of the appointment on 16 July 2020 of Sam Beckett as director of the Company on
such terms as agreed between the board of directors of the Company and Sam Beckett.
By order of the board:
Director/Secretary Date
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INFORMATION REQUIRED TO COMPLY WITH SECTION 291(4) OF THE COMPANIES ACT
2006 wo
1. Eligible members are the members who would have been entitled to vote on the
resolution on the circulation date of the written resolution. >
2. The circulation date of the written resolution is 16 July 2020 (the “Circulation Date”). a
3. The procedure for signifying agreement by an eligible member to written resolution is as
follows: a
(A) A member signifies his agreement to a proposed written resolution when the
company receives from him (or someone acting on his behalf) an authenticated as
document —
(i) identifying the resolution to which it relates, and bad
(ii) indicating his agreement to the resolution. ey
(B) The document must be sent to the company in hard copy form or in electronic
form. 5
(C) A member's agreement to a written resolution, once signified, may not be
revoked. is}
(D) A written resolution is passed when the required majority of eligible members a"
have signified their agreement to it. i
4. The period for agreeing to the written resolution is the period of 28 days beginning with &
the Circulation Date (see Section 297 Companies Act 2006). .
AGREEMENT BY ELIGIBLE MEMBERS TO WRITTEN RESOLUTION &E
I, being the nominee of the sole eligible member of the Company, with the power to bind the =
sole eligible member of the Company: o
1. confirm that I have received a copy of the above written resolution in accordance with a
section 291 of the Companies Act 2006; and »
2. hereby resolve and agree that the above resolution is passed as a written resolution Rey
pursuant to Section 288 of the Companies Act 2006 and that such resolution shall take .
effect as an ordinary resolution. "
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Signed: Date:
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DATED: 16 July 2020
UK GOVERNMENT NVESTMENTS LIMITED
-and -
Sam Beckett
DEED OF INDEMNITY
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10.
11.
UKGI-BP-447b
CONTENTS
Interpretation
indemnity, Payment and Reimbursement of Funds for Defence Proceedings
Conduct of Claims and Access to Information
Notices
Remedies and Waivers
Invalidity
Contracts (Rights of Third Parties) Act 1999
Entire Agreement
Assignment
Confidentiality
Counterparts
Continuation of obligations
Choice of Governing Law
Jurisdiction
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UKGI-BP-447b
THIS DEED is made on the, 16 July 2020
BETWEEN:
1. UK GOVERNMENT INVESTMENTS LIMITED, (registered number 09774296), whose
registered office is at C/O Msp Secretaries Limited, 27-28 Eastcastle Street, London
W1W8DH (the"Company"); and
2. Sam Beckett of 1 Victoria Street, London, SW1H OET (the “Director").
WHEREAS:
(A) The Director is a director of the Company on the date of this Deed.
(B) The Company has agreed to indemnify the Director, and the Director has agreed to give
certain undertakings to the Company, in each case on the terms of and subject to the
conditions in this Deed.
(C) Pursuant to a Deed of Indemnity between The Commissioners Of Her Majesty's
Treasury (the "Treasury") andthe Director (the "HMT Indemnity"), the Treasury has
agreed to indemnify the Director, and the Director has agreed to give certain
undertakings to the Treasury, in each case on the terms of and subject to the conditions
of the HMT Indemnity.
THIS DEED PROVIDES as follows:
1. Interpretation
14 Inthis Deed:
"Act" means the Companies Act 2006;
“Business Day" means a day (other than a Saturday ora
Sunday) on which banks are open for
business in London (other than solely for
trading and settlement in euro);
“Confidential Information’ has the meaning given in sub-clause 10.1;
“Group Company" means any body corporate that isa group
undertaking of the Company from time to time
(body corporate and group undertaking having
the meanings ascribed to them respectively in
section 1173 and section 1161 of the Act);
“Indemnity Claim” means all claims, actions and proceedings,
whether civil, criminal or regulatory, arising out
of or connected with the exercise of, or failure
to exercise, any of the Director's powers,
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1.2
21
duties or responsibilities as an officer, director,
trustee, agent or employee of the Company or
any Group Company or the Director holding or
having held such office, trusteeship, agency or
employment;
“Loss” means lability, loss, damages, penalty,
compensation or other award (including all
legal costs);
"Pre-Contractual Statement" has the meaning given in sub-clause 8.4; and
“Relevant Period" means the period:
(A) commencing as of the date of this deed;
and
(B) ending atthe time the Director is no
longer any of an officer, director, trustee,
agent or employee of the Company.
In this Deed:
(A) references to clauses and sub-clauses are to clauses and sub-clauses of this
Deed;
(B) use of any gender includes the other gender;
(C) a reference to any statute or statutory provision shall be construed as a
reference to the same as it may have been, or may from time to time be,
amended, modified or re-enacted; and
(D) headings and titles are inserted for convenience only and are to be ignored in
the interpretation of this Deed
Indemnity, Payment and Reimbursement of Funds for Defence Proceedings
Subject to sub-clauses 2.4, 2.5 and 2.6, the Company undertakes, to the fullest extent
permitted by law and without prejudice to any other indemnity to which the Director may
otherwise be entitled, to indemnify, out of its own funds, the Director against any and all
Losses suffered or incurred by the Director before, on or after the date of this Deed (i) in
respect of the Director's acts or omissions while acting during the Relevant Period as an
officer, director, trustee, agent or employee of the Company or any Group Company or
(ii) which otherwise arises by virtue of the Director holding or having held such office,
trusteeship, agency or employment during the Relevant Period, in each case, to the
extent arising out of or in connection with, directly or indirectly, all claims, actions and
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proceedings, whether civil, criminal or regulatory in any jurisdiction PROVIDED THAT,
without prejudice to any other rights or remedies available to the Director, this indemnity
shall not extend to any Loss suffered or incurred by the Director:
(A) arising out of, based upon or attributable to any dishonest, fraudulent or
reckless act or omission by the Director; or
(B) in respect of which the Company would be prohibited by applicable law or
regulation from indemnifying the Director.
Without prejudice to sub-clause 2.1 but always subject to sub-clause 2.3, the Company
undertakes, to the fullest extent permitted by law, to pay or reirnburse the Director, out
of its own funds, for all expenditure reasonably incurred or to be incurred by the
Director:
(A) in defending any criminal or civil proceedings in connection with any alleged
negligence, default, misfeasance, breach of duty or breach of trust by the
Director in relation to the Company or any Group Company which is alleged to
have occurred during the Relevant Period; or
(B) indefending himself:
(i) inan investigation by a regulatory authority; or
(ii) against action proposed to be taken by a regulatory authority
in connection with any alleged negligence, default, misfeasance, breach of duty
or breach of trust by the Director in relation to the Company or any Group
Company which is alleged to have occurred during the Relevant Period; or
(C) in connection with any application for relief under (a) section 661(3) or (4) of the
Act or (b) section 1157 of the Act in respect of acts or omissions during the
Relevant Period.
Where the Company pays for or reimburses expenditure pursuant to sub-clause 2.2,
such funding shall be provided on such terms for repayment as the Company
reasonably determines are appropriate provided always that such funding shall only be
repaid as required under the Act (including under section 205 of the Act) or sub-clause
2.5.
Ff the Director is at any time entitled (whether by reason of insurance or otherwise) to
recover from some other person any sum in respect of any matter giving rise (or which
may give rise) to a claim under sub-clause 2. 1 or the payment for, or reimbursement of,
expenditure under sub-clause 2.2 (whether before or after the Company has made a
payment or provided funding thereunder) the Director shall:
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(A) as soon as reasonably practicable notify the Company and provide such
information as the Company may reasonably require relating to such right of
recovery and the steps taken or to be taken by the Director in connection with it;
(8) unless such entitlement relates to the HMT Indemnity or is contingent upon the
Director having first exhausted his rights to indemnification in respect of the
relevant Loss under this Deed, if so required by the Company take all steps
(whether by way of a claim against its insurers or otherwise including, without
limitation, legal proceedings) as the Company may reasonably require to
enforce such recovery but at the reasonable cost of the Company; and
(C) keep the Company fully informed of the progress of any action taken;
and thereafter any claim against the Company under sub-clause 2.1 or claim for
payment or reimbursement by the Company under sub-clause 2.2 shall be limited to the
amount by which the Loss suffered or incurred by the Director as a result of the matter
giving rise to the claim under sub-clause 2.1 (or expenditure incurred or to be incurred)
shall exceed the amount so recovered.
Except in relation to sums claimed from, or paid for by, or reimbursed by, the Treasury
pursuant to the terms of the HMT Indemnity, if the Company pays to the Director an
amount pursuant to sub-clause 2.1 or pays for or reimburses expenditure under sub-
clause 2.2 and the Director subsequently recovers from a third party a sum which is
referable to the matter giving rise to the relevant Loss or the expenditure giving rise to
the payment or reimbursement, the Director shall forthwith repay to the Company:
(A) an amount equal to the sum recovered from the third party less any reasonable
out-of-pocket costs and expenses incurred by the Director in recovering the
same; or
(8) if the figure resulting under sub-clause (A) above is greater than the amount
paid by the Company to the Director in respect of the relevant Loss or the
expenditure paid for, or reimbursed, by the Company to the Director, such lesser
amount as shallhave been so paid by the Company,
and the amount of any repayment by the Director under this sub-clause 2.5 in respect of
expenditure covered by sub-clause 2.2 shall be deducted from the amount for
repayment (if any) to the Company of the same expenditure governed by sub-clause
2.3.
Ifthe Director, by reason of his own default, fails to comply with his obligations under
Clause 3 in any material respect then the Company's obligation to indemnify the
Director under sub-clause 2.1 inrespect of the relevant Indemnity Claim shall be limited
to the amount which the Director would have been entitled to receive pursuant to such
sub-clause in the absence of such failure.
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3.2
44
Conduct of Claims and Access to Information
Without prejudice to sub-clause 3.2, if the Director becomes aware of any Indemnity
Claim (or any circumstances which may reasonably be expected to give rise to an
Indemnity Claim) the Director shall:
(A) as soon as reasonably practicable, notify the Company in writing of the
existence of such Indemnity Claim (or circumstances), giving reasonably full
details inthat notification (or, to the extent that such details are not available to
the Director at that time, as soon as reasonably practicable thereafter) of the
person(s) making (or expected to make) such Indemnity Claim, the
circumstances leading to (or expected to lead to), and the grounds for, that
Indemnity Claim and the quantum or possible quantum of the Indemnity Claim;
(8) subject to the Company agreeing to pay the reasonable out-of-pocket expenses
of the Director, take such action and give such information and assistance and
access to premises, chattels, documents and records as the Company may
reasonably request in order to avoid, dispute, resist, mitigate, settle,
compromise, defend or appeal such Indemnity Claim or any judgment or
adjudication with respect thereto (including, without limitation, instructing such
solicitors or other professional advisers as the Company may nominate to act
on the Director's behalf but in accordance with the Company's sole
instructions);
(C) at the request of the Company, allow the Company to take the sole conduct of
all such actions inthe name of the Director as the Company may deem
appropriate in connection with such Indemnity Claim, judgment or adjudication,
and insuch case the Company shall inform, and (where reasonably practicable)
consult with, the Director in respect of such actions from time to time;
(D) make no admission of lability, agreement, settlement or compromise with any
person in relation to such Indemnity Claim, judgment or adjudication without the
prior written consent of the Company (such consent not to be unreasonably
withheld or delayed); and
(E) take all reasonable action to mitigate any loss suffered by the Director in respect
of such Indemnity Claim.
The Company shall be entitled at any stage and at its sole discretion (following
consultation with the Director) to settle any Indemnity Claim.
Notices
A notice under this Deed shall only be effective if it is in writing, this includes e-mail.
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42
43
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5.2
5.3
Notices under this Deed shall be sent to a party at its address or e-mail address as set
out below:
Party and title Address E-mail address
of individual
UK Government C/O Msp Secretaries As notified from time to ti
Investments Limited, 27-28 Eastcastle
Limited Street, London W1W 8DH
Attention: The
Directors
Sam Beckett 1 Victoria Street, London, As notified from time to time.
SW1H OET
PROVIDED THAT either party may change its notice details on giving notice to the other
party of the change in accordance with this clause. That notice shall only be effective
on the date falling five Business Days after the notification has been received or on
such later date as may be specified in the notice.
Any notice given under this Deed shall, inthe absence of earlier receipt, be deemed to
have been duly given as follows:
(A) if delivered personally, on delivery;
(B) if sent by first class post, two clear Business Days after the date of posting; and
(Cc) if sent by e-mail or other method of electronic transmission, when despatched.
No notice given under this Deed may be withdrawn or revoked except by notice given in
accordance with this Clause.
Remedies and Waivers
No delay or omission by either party to this Deed in exercising any right, power or
remedy provided by law or under this Deed shall affect that right, power or remedy or
Operate as a waiver of it.
The single or partial exercise of any right, power or remedy provided by law or under
this Deed shall not preclude any other or further exercise of it or the exercise of any
other right, power or remedy.
The rights, powers and remedies provided inthis Deed are cumulative and not
exclusive of any rights, powers and remedies provided by law.
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6.1
62
8.1
8.2
8.3
8.4
Invalidity
Ifat any time any provision of this Deed is or becomes illegal, invalid or unenforceable
inany respect under the law of any jurisdiction, that shall not affect or impair:
(A) the legality, validity or enforceability in that jurisdiction of any other provision of
this Deed; or
(8) the legality, validity or enforceability under the law of any other jurisdiction of
that or any other provision of this Deed.
Insofar as this Deed or any part of it is treated as illegal, invalid or unenforceable under
the law of any jurisdiction, the Company shall instead indemnify the Director against any
and all Indemnity Claims, subject to any exclusions or limitations in this Deed, to the
fullest extent permitted by law in that jurisdiction .
Contracts (Rights of Third Parties) Act 1999
The parties to this Deed do not intend that any term of this Deed should be enforceable,
by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a
party to this Deed.
Entire Agreement
This Deed and the Articles of Association of the Company constitute the whole and only
agreement between the parties relating to the indemnification of the Director by the
Company, the funding of defending proceedings against the Director and the obligations
of the parties in relation to Indemnity Claims.
Each party acknowledges that in entering into this Deed it is not relying upon any
Pre-Contractual Statement that is not set out in this Deed.
Except in the case of fraud, no party shall have any right of action against any other
party to this Deed arising out of or inconnection with any Pre-Contractual Statement
except to the extent that it is repeated inthis Deed.
For the purposes of this Clause, “Pre-Contractual Statement" means any draft,
agreement, undertaking, representation, warranty, promise, assurance or arrangement
of any nature whatsoever, whether or notin writing, relating to:
(A) the indemnification of the Director by the Company; and/or
(8) the funding of defending proceedings against the Director; and/or
(C) the obligations of the parties in relation to Indemnity Claims,
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8.5
9.1
9.2
10.
10.1
10.2
made or given by any person at any time prior to the date of this Deed.
This Deed may only be varied in writing signed by each of the parties.
Assignment
The Company may at any time assign all or any part of the benefit of, or its rights or
benefits under, this Deed to a Group Company, provided that such assignment shall be
expressed to have effect only for so long as the assignee remains a Group Company.
The Director shall not assign, or purport to assign, all or any part of the benefit of, or his
rights or benefits under, this Deed.
Confidentiality
Subject to sub-clause 10.2, both parties shall treat as confidential and shall not disclose
to any person all information which relates to:
(A) an Indemnity Claim (including without limitation the existence of an Indemnity
Claim);
(B) any claim or payment made under sub-clause 2.1 or under sub-clause 2.2,
(any such information being “Confidential Information").
Notwithstanding the other provisions of this Clause, either party may disclose
Confidential Information:
(A) to their respective professional advisers provided that each party procures that
its advisers comply with the restrictions contained in this Clause as if such
advisers were a party to this Deed;
(B) if and to the extent required by law, by any regulatory body, by order of a court or
by any other public body that has jurisdiction over the disclosing party;
(C) to any person providing insurance to, or for the benefit of, the Director or the
Company in respect of the matter or matters the subject of any claim hereunder;
(D) if and to the extent the Confidential Information has come into the public domain
through no fault of that party; or
(E) if and to the extent the other party has given prior written consent to the
disclosure, such consent not to be unreasonably withheld or delayed.
Any Confidential Information to be disclosed pursuant to paragraphs (B) or (C) shall be
disclosed only after notice to the other party to the extent reasonably practicable.
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10.3
11.
12.
10
The restrictions contained in this Clause shall continue to apply after the termination of
this Deed, and, for the avoidance of doubt, after the Director ceases to be a director of
the Company, in each case without limit in time.
Counterparts
This Deed may be executed inany number of counterparts, and by the parties on
separate counterparts, but shall not be effective untileach party has executed at least
one counterpart.
Each counterpart shall constitute an original of this Deed, but all the counterparts shall
together constitute but one and the same instrument.
Continuation of obligations
The obligations of the Company contained inthis Deed shall continue:
12.1
13.
14,
during the period in which the Director is an officer, director, trustee, agent or employee
of the Company or any Group Company; and
thereafter until the date falling six years after the time the Director is no longer any of an
officer, director, trustee, agent or employee of the Company or any Group Company,
save to the extent that as at that date an Indemnity Claim is subsisting.
Choice of Governing Law
This Deed is governed by, and shall be construed in accordance with, English law.
Jurisdiction
The courts of England are to have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Deed. Any proceedings, suit or action arising out of or in
connection with this Deed must therefore be brought in the English courts.
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11
IN WITNESS of which this document has been executed and delivered as a deed on the date
which first appears on page 1 above.
Executed as a deed by
UK Government Investments Limited
acting by a director in the presence of:
Director
Signature of witness
Printed name of witness
Address of witness
Occupation of witness
Executed as a deed by
Sam Beckett
inthe presence of:
Signature of witness
Printed name of witness
Address of witness
Occupation of witness
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OFFICIAL-SENSITIVE UKGI-BP-448 [7
p
aor Company No. 9774296
ad
UK Government
Investments FS
UK Government Investments Limited
an
(the “Company”)
27-28 Eastcastle Street, London W1W 8DH s
Paper for the Board of Directors
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Topic: Chief Executive's Report
Date: 7 July 2020 Re)
Author: Charles Donald
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Ref: UKGI-BP-448 .
Category: Paper circulated, for discussion is}
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The overall context of this report is that UKGI remains extremely busy and that demand .
for our services is increasing. In terms of demand, we have had a number of ad-hoc
requests for relatively short-term pieces of work, which cumulatively are absorbing &
significant resource. These include (but are not limited to): supporting HMG’s acquisition .
of a £500m stake in OneWeb, the Low Earth Orbit satellite company, and establishing a
shareholder role; providing a panel member for the tailored review of the Government &E
Property Agency; providing credit risk support to the HMT FD in her role approving °
guarantee requests under the UK Guarantee Scheme for infrastructure projects;
supporting DCMS on a review of the BBC’s borrowing limits; support for DCMS in the a
design of a TV and film industry reinsurance scheme; providing commercial and
corporate finance input into the design of DCMS'’s ‘cultural recovery fund’ to support the =
creative arts sector; and advising BEIS on the design and structuring of a funding model a
for carbon capture and storage. We had to decline to be involved in the cultural recovery
fund and the carbon capture and storage projects, and are further investigating a
the OneWeb request. )
ExCo has thoroughly reviewed and challenged each of these requests as we have =
revitalised the ExCo approval process for new business. In all cases where we have 9°
taken on the new assignments, there have been compelling strategic reasons for
undertaking the work. Should any of these develop into more significant mandates, &
formal Board endorsement will be sought in the normal way. .
In the longer term we are in discussions with HMT over two major new assignments for S
UKGI. The first, Asset Co, has been discussed here previously and I will provide a
verbal update on latest thoughts on UKGI's role at the meeting, as the position continues
to evolve. It remains clear that there should be a substantial requirement for UKGI's 8
involvement.
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OFFICIAL-SENSITIVE UKGI-BP-448
Secondly, HMT is considering where to house a function that would provide capability
for government in dealing with contingent liabilities. No final decisions have been Lad
taken. This function would comprise actuaries, statisticians, credit risk analysts,
corporate financiers and policy advisers, and so encompass a similarly diverse range of
skills to the team we successfully assembled for the Student Loans sale programme. -
The government’s stock of guarantees and other contingent liabilities was increasing
even before the COVID-19 pandemic, and this function would assist government in =
assessing risk and pricing these instruments. One of the options that HMT is considering .
is a joint unit between UKGI and the Government Actuary’s department. As well as the
impact on our own staffing — we would need to recruit skillsets that we don’t currently a
possess - we may need to consider how the skills mix on the Board can support this role, .
and whether we need to recruit additional specific skills and experience.
_
Both of these roles would likely involve substantial increases in our headcount, probably
taking UKGI to a point where our organisational structure would need to change. Mark
Russell always spoke of “Dunbar’s number” with 150 staff being the threshold above 00
which our current model as a single operating unit would need alteration. Our current
number of people is 136. I have been working with Susie Timlin and Rob Razzell to give
some early thought to preparation for this eventuality. ©
A further observation on these actual and potential new roles is that the demand stems
from UKGI’s deep financial, numerical and commercial expertise. Once you had 5
navigated past the quotes from Gramsci, you will have noted that in his recent Ditchley .
lecture, Michael Gove stated that government needs more people “who are equipped to rm
read a balance sheet and discuss what constitutes an appropriate return on investment, p
more who are conversant with the commercial practices of those from whom we procure
services”. This observation, alongside the picture of increasing pressure on our
resources, speaks to UKGI's unique role in government, and to the case for a properly nN
resourced and funded specialist corporate finance and corporate governance function.
am
The CCFF and Birch projects continue to require very significant senior-level input. We a
are gradually obtaining greater clarity over the respective roles and responsibilities for
HMT, UKGI and HMT’s advisers, McKinsey, and over the overall policy framework, but a IN
recent UKGI Project Review does point for the clarity to be finalised as a matter of .
urgency. This will ensure we operate within our own risk parameters and will help, for
example, with resolving the position regarding the end of McKinsey’s current contract a
which is later this month. .
I have now completed my one-to-one meetings with all staff and I am now commencing a
a programme of “brown bag” lunch meetings with a randomly selected group of eight to .
ten staff members to try and maintain engagement throughout this period. Whilst my
introductory meetings with Departments have been moving along during this period, I a
now intend to pick up the velocity of meetings with Chairs and CEOs at our assets.
Broadly speaking, I am receiving positive feedback internally on our strategy and UKGI &
is fit and well. However, the stresses and strains of working from home, combined with
our increased workloads, are clearly being felt by some staff members more than an
others. I think our Director and ExCo group is particularly pressed in this regard, although 2°
I again note their consistent support and significant efforts in this very busy period.
y
Our corporate finance ED recruitment is well underway, with two search agencies °
engaged, both having been tasked to deliver diverse longlists. We have recruited one
ED, Martin Hurst, a former EY divestments partner, on a six-month contract, to provide R
8
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p
support on the vaccines workstream, pending the completion of our permanent
recruitment process.
ad
We will be saying goodbye to one of our ADs, Rob Faull at the end of this month. Having
made a good recovery from a serious illness, he is taking well-deserved retirement after
a career in the civil service — having joined ShEx in 2004, he is our longest serving -
member of staff — I’m sure you will join me in wishing him well.
As the July days tick by, we are sending out a very strong message to staff that they e
must try and get some rest and relaxation over the summer months. In this regard,
l intend to lead by example and take some holiday in August, having had just half a day a
of leave since December. I think it is particularly important to pace ourselves for the .
marathon, not the sprint!
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Page 3 of 3 29
UK Government
Investments
Topic:
Date:
Author:
Email
OFFICAL-SENSITIVE
UKGI-BP-449
Company No. 9774296
UK Government Investments Limited
(the “Company”)
27-28 Eastcastle Street, London W1W 8DH
Paper for the Board of Directors
Post Office Review
02 July 2020
Alex Cole
Endorsed by: Tom Cooper
Ref: UKGI-BP-449
Category: Paper circulated, for discussion
Assignment Post Office Mandate Start 2012
Shareholder Role __I Date
Department BEIS Resource (UKG/ Director: 0.5
FTE by level) ED: 0.5
AD: 0.8
Managers: 1.2
Analyst: 0.8
Total: 3.8 FTE
Department Lead / I Sarah Munby UKGI Risk Red and High
Sponsor Register delivery
risk and
reputational risk
UKGI lead director I Tom Cooper/ Tim I Expected end date I Ongoing
Head ED McInnes
EDRM Emily Ashwell
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OFFICAL-SENSITIVE
1. UKGI’s overarching objectives:
To monitor POL's operational and financial performance against its agreed
commitments and goals
To challenge and support POL on their strategy and approach regarding the
recently settled Horizon litigation and associated activities
To promote good corporate governance
To provide constructive challenge on POL’s strategic decisions
To support the expanded BEIS Policy Team
To keep Ministers, Perm Sec and UKGI updated
2. Key deliverables and milestones:
In recent months, the UKGI team has had many successes and the key milestones are
highlighted below:
Litigation: UKGI NED pushed for changes in the internal and external legal
teams and a mindset change that led to the December 2019 settlement. This
issue attracts a significant amount of parliamentary and media attention. UKGI is
now proactively proposing solutions to the way cases going to the Court of Appeal
are managed and how any compensation payable could be funded.
Leadership: A new CEO was recruited in late 2019 and he has made a positive
start by pushing for the litigation settlement, overhauling the executive team and
overseeing the Covid-19 response. Two NEDs have recently been recruited.
Covid-19: The team assisted with POL’s response by facilitating flexibility in
POL’s contractual requirements on the network and working capital facility. This
has helped to protect service provision across the UK during the pandemic.
Funding: Engaged with POL on key issues such as its 4YP and subsequent
Spending Review bid. These were put on hold due to Covid-19, but much of the
work is not wasted and is becoming more critical with current funding expiring in
March 2021. The 20/21 budget was delayed due to Covid-19 but has now been
agreed at Board level.
Strategy: Acted as a critical friend, including on the renegotiated contract with
Bank of Ireland, its updated Banking Framework, its back-office Telecoms
contract and potential sale, as well as its new contract with Royal Mail.
Governance: A Framework Document was put in place in March 2020, alongside
amended Articles. These formalised quarterly meetings and have helped to
improve our oversight and governance of POL. These were delivered behind
schedule due to challenges in agreeing drafting with POL.
Investments: Worked with POL’s finance team to push significant improvements
in internal controls so that projects are being run more efficiently and the reporting
to the Board and BEIS is markedly better.
3. Progress update, key risks and mitigants (including high / medium / low rating
for probability and impact):
a) Horizon IT Litigation (high, high):
In December 2019 POL settled a high-profile and long running litigation between it and
555 (mostly former) postmasters related to the Horizon IT system.
Convicted Postmasters: As of 3 June the Criminal Cases Review Commission (CCRC)
had decided to refer to the Court of Appeal 47 out of 61 cases of postmasters convicted
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OFFICAL-SENSITIVE
by POL of criminal offences, where evidence used to convict included information drawn
from the Horizon IT system (we anticipate another 7 cases will be referred shortly). If
these cases are overturned POL would be exposed to potential claims of compensation.
In April, the POL Chair wrote to Minister Scully on this matter, highlighting that since
1999 POL has convicted a total of 959 postmasters (including the 61 referred to above)
and that if all of these postmasters applied to the CCRC and were successful in the Court
of Appeal POL could be exposed to worst-case compensation claims in the region of
£0.75bn — 0.85bn. This would be unaffordable by POL. Work is ongoing to refine these
estimates and BEIS (incl. PermSec), Ministers and SoS are sighted on the subject.
Governance: Management of the litigation is occupying a significant share of senior
resource within POL and, in anticipation of an increased workload associated with the
Convicted Postmasters, UKGI is working with POL to explore ways in which this can be
managed differently to allow management to focus on running the business.
Compensation Scheme: UKGI is working with POL, BEIS and HMT to explore the
feasibility of setting up a compensation scheme that would be available to postmasters
who may have their convictions overturned. UKGI is also working on a proposal to
separate the management and funding of the ongoing claims from the company’s BAU
activity.
Historical Shortfalls Scheme: On 1 May a Historical Shortfall Scheme was launched
by POL that aims to make payments to postmasters who claim to have suffered losses
as a result of the Horizon IT system (it is not open to convicted postmasters).
Independent Review: Since the new year there has been growing pressure for an
independent, judge-led public inquiry into the Horizon IT ‘scandal’. Instead of this a
forward-looking independent review to assess whether POL has learned the lessons
from the litigation and taken the necessary actions has been agreed, and the draft Terms
of Reference were launched on 10 June. BEIS are now searching for a suitable Chair.
Pressure for the Government on this is still high; whilst we expect it to still be forward-
looking, and from a UKGI point of view challenge how we are monitoring the changes
taking in place at POL, there is the possibility of historical issues, decisions etc. being
looked into and in particular Government's role in them.
BEIS Select Committee: The BEIS Select Committee launched its own inquiry in March.
The first oral evidence session went ahead on 10 March as planned hearing evidence
from affected postmasters, however the second was postponed due to Covid-19. In June
the new Chair wrote to the current and former POL CEOs and BEIS inviting written
evidence, and we suspect the oral session may be rescheduled. We have a good
indication of the potential lines of questioning from these submissions (which are all now
public) and we expect the focus when questioning BEIS/UKGI to be on what information
was known regarding Horizon and by when, what was done about it and how Ministers
were involved throughout.
b) Covid-19 response (high, high):
IRRELEVANT
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c) Funding and strategy (medium, high): .
Funding: POL’s current 3-year funding deal expires in March 2021 and we are now ©
working with POL and BEIS on a deal for the period after this date. This requires a .
Spending Review bid to be prepared over the Summer (which given the impact of Covid-
19 is likely to be more significant than people had been expecting before the pandemic). 5
Network Strategy: POL’s new CEO has commissioned a review of the network to make
sure that POL’s strategy in this area is fit for purpose given current customer demand is
patterns, the likely fallout of Covid-19 and the funding available in the Spending Review.
We have encouraged POL to make this as wide-ranging as possible though any
significant changes (e.g. to access criteria) will require a public consultation. b
d) Other Risks and Mitigants: i"
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4. How can the UKGI Board support this assignment? on)
e Actas a sounding board for Tom Cooper on strategic areas, including litigation.
e Robert Swannell to continue to meet periodically with the POL Chair. +
e Continued participation in events such as RemCo and ARC Chair events.
5. Status report (traffic lights from Dashboard) a
Company Governance I Quality of Departmental I Financial Balance I Expected external / Ly
Relationship Management I relationship performance I sheet & I media interest
team & board risk (aligned with risk
register)
Green Green Red -see a) I Amber Red-see b) I Red— High — due to
below below see C) litigation and branc!
below franchising
po
a) The quality of the management team and Board is classed as red due to concerns
over the general capability of management and flight risk for the CFOO which is °
exacerbated by weaknesses in the finance team. There has also been churn in
the management team since the new CEO joined in September 2019, with many
executives new to their roles. 9
b) The financial performance is classed as red due to the Covid-19 impact on POL. =
See 3(b) for further details. m
c) The balance sheet and risk is classed as red because POL's current funding S
settlement expires in March 2021. See 3(c) for further details. .
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UKGI-BP-450
ae OFFICAL-SENSITIVE
Company No. 9774296
UK Government ompany No
Investments
UK Government Investments Limited
(the “Company”)
27-28 Eastcastle Street, London W1W 8DH
Paper for the Board of Directors
Topic: Operations plan to March 2021
Date: 6 July 2020
Author: Susie Timlin
-
Email: I
Ref: UKGI-BP-450, 450a
Category: Paper circulated, for discussion
Please find the proposed operations plan to March 2021 at paper reference UKGI-BP-
450a.
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Operations plan to March
2021
SUSIS Vania
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OFFICAL-SENSITIVE UKGI-BP-451
Company No. 9774296
UK Government
Investments
UK Government Investments Limited
(the “Company”)
27-28 Eastcastle Street, London W1W 8DH
Paper for the Board of Directors
Topic: Chief Financial Officer's update
Date: 06 July 2020
Author: Muiz Agbaje
Email:
Endorsed by Robert Razzell
Ref: UKGI-BP-451
Category: Paper circulated for discussion and endorsement
Introduction
Board members are asked to note the update on:
e 2019-20 Annual Report and Accounts;
e Spend to date and forecast; and
e Spending Review commission
2019-20 Annual Report and Account
The Comptroller and Auditor General certified the 2019-20 Annual Report and Account
with an unqualified audit opinion without modification on 30 June 2020 and it was laid
electronically in the House of Commons on 2 July 2020.
As part of the audit, NAO carried out an assessment on the impact of Covid-19 on the
accounts and confirmed that there was no material impact on the UKGI accounts.
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OFFICAL-SENSITIVE UKGI-BP-451
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June 2020-21 forecast on)
The figures below show UKGI position as at 30 June 2020.
os
The high level of uncertainty around these forecasts should be noted.
Actual to 30 June 2020 I Full Year Forecast I Full Year Budget a
£'000 Avg FTE £'000 I AvgFTEI £'000 I Avg FTE
Staff Costs a
Asset Sales 15 15 25
Corporate Finance 44 44 22
Governance 26 26 34 ™
Senior management team 4 4 9
Project support 22 22 20 00
Corporate support 12 12 10
Others 13 16 15
Staff costs 3,205 13,093 12,796 °
Operational costs 342 2,253 2,325,
Advice costs 205 1,358 400 5
Income -156 -423 -353
Net Admin Cost 3,596 135 16,281 139 I 15,168 135 rm
i=
Forecast Budget
Funding £'000 £'000 b
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Funding 2020-21 15,168 15,168
a
Funding less Cost I 4142 I 0
BR
Staff Costs
a
x
Staff costs are forecast to be slightly higher than budget. This is driven by an expansion
in headcount to meet demand for UKGI’s services. =
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Advice
s
The key element of this is ECM and DCM advisers. UKGI has a number of suppliers on ©
standby to provide support, some of which will only bill a nominal £1, others which will
charge full rates. Given the uncertainty over the volume of cases where this advice may ix)
be required, and over which advisers will be used, the cost forecasts are somewhat °
speculative.
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OFFICAL-SENSITIVE UKGI-BP-451
Spending review
The SR commission is expected in July with conclusion in October or November. UKGI
is in discussions with HMT central finance team and the sponsorship team on how to
shape the submission. The key objectives for us in developing a funding model are that:
- It enables UKGI to respond to demand signals with reasonable flexibility;
- Income has a high degree of certainty as UKGI/HMT’s ability to manage risk on
its RDEL-Admin budget is very limited;
- There is limited scope for negotiation of costs with clients as this introduces
friction into relationships.
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5. OFFICIAL-SENSITIVE UKGI-BP-452
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Company No. 9774296
UK Government ompany No
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UK Government Investments Limited a)
(the “Company”) >
1 Victoria Street - SW1H OET
Paper for the Board of Directors x
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Topic: Risk Register Update S
Date: 16 July 2020
=
Author: Alex Cole 2°
Email: fay
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Endorsed by: Tom Cooper
x
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Ref: UKGI-BP-452, 452a, 452b °
Category: Paper circulated, for discussion &
-
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Risk and Dashboard
a
This note summarises the key risk updates from 20 April 2020 to 15 June 2020. An
overview of the current risk status of all UKGI projects is provided at paper reference a
UKGI-BP-452a in the form of a UKGI risk heatmap.
a
1. UKGI Risk Environment x
The UKGI Risk Environment metric aims to capture UKGI’s moving risk environment. &
There is continued uptick in the metric with existing assets trending up as Covid-19 .
impacts become clearer and onboarding of new projects at a relatively high rating. The =
overall UKGI metric on the heatmap has been increased to Red and High to reflect this. ©
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OFFICAL-SENSITIVE
UKGI Risk Environment
15.0
14.0
13.0
12.0
11.0
10.0
Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
2. Highest Rated Projects
ii. I Post Office Limited (POL): Director —- Tom Cooper
Delivery Risk: Red (No change); Reputational Risk: High (No change)
Litigation was under scrutiny as the Statement of Reasons from the
CCRC was received, the ToR of the independent review were published
and there was media and parliamentary attention. POL’s budget for 20/21
underwent due diligence from KPMG and shows that the financial position
is improving, with no breach of the WCF forecast for the rest of the year.
The waiver on minimum network numbers was extended, but the
geographic access criteria is now being met as closures reduce, despite
there being a reporting issue that had previously understated closures.
The Telco back office contract received shareholder approval, so POL will
soon launch a sale process. The new 10-year Royal Mail contract should
be signed in July. RemCo provided a 19/20 bonus proposal for HMG
approval which has been the subject of debate. POL has begun a
strategic review of its network and service provision to inform a Spending
Review bid.
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3. Delivery/Reputational Risk Changes
. Annexes
* Heatmap of all UKGI projects with risk registers (UKGI-BP-452a)
° I IRRELEVANT i
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UK Government
OFFICAL-SENSITIVE
Company No. 9774296
Investments
UK Government Investments Limited
(the “Company”)
27-28 Eastcastle Street, London W1W 8DH
Paper for the Board of Directors
Topic: Departmental Relationship Review — HM Treasury
Date: 7 July 2020
Author: David Sandford
Email
Endorsed by: Charles Donald
Ref: UKGI-BP-453
Category: Paper circulated, for discussion
Purpose
This paper has been prepared for information, and to facilitate a discussion of UKGI’s
relationship with HM Treasury (HMT).
Overview
The HMT relationship is unique given its role as UKGI’s parent department, client, and
HMT's interest as an economic and finance ministry across UKGI’s wider projects. There
are extensive relationships from the top down to working level, and the quality of these
relationships, the inherent trust built up, and UKGI’s growing track record in providing
specialist advice not available elsewhere in government, are critical to achieving UKGI’s
objectives.
This paper provides an overview of the relationship, and proposes some key issues for
discussion — namely, maintaining and building the relationship; strategic alignment; the
potential new ‘AssetCo’; and resourcing.
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Leadership / Key relationships
,--Ghancellor of the Exchequer (CX): Rt Hon Rishi Sunak MP
IRRELEVANT
Chief Secretary (CST): Rt Hon Steve Barclay MP.
on pay / public spending issues — but was previously '*
ngagement — main interest is
ith responsibility for UKGI;
Economic Secretary (EST): John Glen MP. The EST is the junior minister responsible
for UKGI as an organisation, including senior appointments, as well as!
Charles Donald has met several times as have various:
‘om DGS;
Charles Roxburgh (Second Perm Sec). UKGI Board member. Regular éigagement at
senior and working level, across UKGI’s portfolio;
Tom Scholar (Perm Sec). Charles Donald attends weekly meeting with i
Philip Duffy (DG Productivity and Growth). Alternate UKGI Board member.
Lowri Khan (Director, Financial Stability), ‘Regular “engagement o! and
wider financial stability issues;
UKGI sponsor team in
engages regularly with J
Razzell (CFO UKGI). Joshua Fleming
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OFFICIAL-SENSITIVE UKGI-BP-454
Company No. 9774296
UK Government
Investments
UK Government Investments Limited
(the “Company”)
27-28 Eastcastle Street, London W1W 8DH
Paper for the Board of Directors
Topic: Delivering against the UKGI 2020/21 strategy
Date: 16 July 2020
Author: Charles Donald
Ref: UKGI-BP-454
Category: Paper circulated for approval
Summary
Following the Board strategy session on 9 June, this paper sets out how we will monitor
effective execution across the organisation. It is intended to provide the Board with an
understanding of our performance during 2019/20 and the plan for capturing our
achievements during the next year against our three key pillars of governance, corporate
finance, asset realisations; and our people.
I am grateful to Candida Morley, Annie Carpenter, Anna Payton, Tom Banks, Holger
Vieten, Susie Timlin and Julie Price for their input into this paper and help with its
preparation.
Governance
Governance is now front and centre of UKGI’s strategy for 2020/21 and beyond.
UKGI's core objective with our governance assets remains: “to act as shareholder for,
and lead establishment of, UK government arm’s-length bodies, as required in line with
HMG priorities”.
Over the past financial year we have reinforced our reputation as the centre of excellence
in HMG for corporate governance by continuing to build our business and our people
from a strong base. A key part of this included codifying and sharing across HMG our
target shareholder role to enable us to fulfil an effective and proactive shareholder
function for government assets (Figure 1).
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Figure 1: UKGI’s target shareholder role ‘O
Our shareholder teams have driven forward the five core pillars (above) of our target role
throughout the year and accomplished some substantial achievements, ranging from 2
bringing about fundamental leadership changes in some of our higher risk assets such ;
as Post Office Ltd to effectively resetting the Departmental relationship and enabling a
more collaborative approach with some of our lower risk assets such as HM Land b
Registry. As requested by the Board, we asked shareholder teams to self-report the top °
three areas in which they felt UKGI had made a difference during the 19/20 year, in
relation to each asset. The full set of those assessments are set out in Annex A. b
The table below shows the range of those 2019/20 achievements mapped across the
five core pillars of the target shareholder role. The breadth of achievements across the 3
pillars shows that our teams have achieved in all areas of our proactive target role but
with 81% focussed across performance, leadership, and governance systems. This is D
encouraging. BS
f Percentage of 2019/20 i
UKGI target shareholder role pillar achievements in this pillar a
1. Effective objectives, business planning, and
performance 38% oo
2. Effective leadership 21% .
3. Strong ALB governance foundations and systems 21% "
4. Effective relationships 12% x
5. Experienced shareholder non-exec director 7%
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Table 1: UKGI shareholder team 2019/20 achievements mapped across the target .
shareholder role pillars
s
©
Although only 7% of our achievements are directly attributed to UKGI’s experienced .
shareholder non-executive Directors, we feel that this is likely to be because the question
asked for outcomes. We know that a strong UKGI NED presence is a key enabler driving By
effective outcomes, but it is not often an outcome of itself. As a result it correlates with
outcomes 1-4 above but is not of itself showing up frequently as a core achievement. b
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For next year we may want to consider a slightly different question which can better on)
demonstrate this.
An experienced shareholder NED is a vital aspect of the value we add. We have worked os
hard to maintain a more consistent board member representation within the portfolio,
with 80% of our assets retaining the same UKGI shareholder NED during 2019/20. This
is an improvement on 2018/19 where, in our view, churn was too high where only 62% a
retained the same NED. This will be a metric that we will want to monitor going forward
but we should also note that some churn will be appropriate.
To enable us to continue to capture and monitor our progress in the governance area,
our key metrics for 2020/21 will be: three instances where UKGI has made a a
difference to its assets; and client feedback from our assets and their .
Departments.
. fo)
Corporate Finance .
UKGI’s core objective in relation to corporate finance remains: “providing advice on major ©
HMG corporate finance matters, including HMG financial interventions into corporate .
structures and advising on corporate finance negotiations”.
=
As set out to the Board at the strategy session on 9 June, we plan to restrict pipeline °
development in corporate finance for 2020/21 to focus on resourcing Covid-19 related
Special Situations work and to be ready to cope with any increase in inward M&A activity. fE
We also need to be ready for any ongoing risk as we move closer to the 31 December °
2020 deadline for the EU transition agreement.
x
nd
Our primary metric to monitor effective delivery in this area will be: client feedback from °
the various departments and assets we deal with.
ix]
During 19/20, UKGI received positive feedback from a number of our clients, including:
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Annex A: UKGI governance asets-top 2 achievements for 2019/20 a
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3 key achievements
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OFFICAL-SENSITIVE UKGI-BP-455
~
cod Company No. 9774296
iad
UK Government
Investments ES
UK Government Investments Limited =
(the “Company”)
a
27-28 Eastcastle Street, London W1W 8DH
Paper for the Board of Directors N
Kd
Topic: Board mandate review
©
Date: 14 May 2019
Author: Company secretariat 5
Ref: UKGI-BP-455, 455a
a
Bp
Category: Paper circulated for discussion and approval
a
XS
Board members are asked to DISCUSS and APPROVE the amendments to the Board &
Mandate which have been proposed by the Chairman and are appended at UKGI-BP- .
455a.
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UKGI BOARD MANDATE
UK Government Investments Limited (“the Company” or “UKGI") was formed on 1 April, 2016 to
undertake the activities previously undertaken by The Shareholder Executive and to be the parent
of UK Financial Investments (“UKFI”), whose functions and responsibilities were merged into UKGI
on 1 April 2018. UKGI is wholly owned by HM Treasury (“HMT”) and governed by a Framework
Agreement with HMT dated April 2018 ( “The Framework Agreement”).
The purpose of this mandate (“Mandate”) of the Board of Directors (the “Board”) of UKGI is to
provide guidance to Board members, about our role and responsibilities and the culture and values
of the Board.
This Mandate will be reviewed annually in March of each year.
OUR PURPOSE AND ROLE
The Board is responsible for the stewardship of the Company. We oversee the conduct and affairs
of the Company to ensure that it achieves the objectives set out in its Framework Agreement (the
“Qbjectives”) with HM Treasury, as well as complying with applicable law and regulation. The
overall purpose of UKGI is to be HMG’s of excellence in corporate finance and corporate
governance.
The Board discharges some of its responsibilities directly and others through its Board
Committees and senior management.
The Board agrees, and has collective responsibility for, developing the strategy and high level
priorities of the Company. We track and measure the performance against the strategy and
Objectives. Our strategy consists of the development of specific actions aimed at achieving the
Objectives.
The key resource in implementing our strategy is our people. Accordingly, one of our important
roles is ensuring that senior management is effective in assessing the staffing requirements of
UKGI and then recruiting, retaining and developing our people, as well as ensuring that they are
appropriately allocated to deliver our Objectives.
The Board is responsible for ensuring that appropriate values, ethics and behaviours for the proper
conduct of the Company are agreed and that appropriate procedures and training are in place to
ensure that these are observed throughout UKGI and that reward and assessment includes
measurement against these values.
The Board has discussed and agreed the key values of the Company. We expect the Board and
employees to be Professional, Collegiate, Open and Honest and Outcomes Focused.
The Board is responsible for ensuring that the senior management ensures respect for diversity
across, inter alia, gender, ethnicity, age, nationality and religion by attention to recruiting,
evaluation, promotion and compensation. The senior management will present an annual review
of its diversity plan.
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Our responsibilities
The Board recognises that it cannot, and should not, be involved in the day-to-day exercise of the
various activities of the Company and nor to take operational decisions. The CEO, as Accounting
Officer, is responsible for the key operational decisions. The CEO's duties, priorities and objectives
will normally align with the Board’s. When they do not, it is up to the Accounting Officer to act
according to Accounting Officer standards of regularity, propriety, value-for-money and feasibility.
However, as the prudent fiduciary providing oversight of the management of the business, the
Board does have responsibility for:
(i) Ensuring that adequate controls and processes are in place for the proper exercise
of the senior management's day-to-day responsibilities, including controls and
processes to manage audit, compliance and legal risks as well as to manage public
money and the Company's budget;
(ii) Ensuring that people with the appropriate mix of skills and experience are in place
to lead UKGI and meet our Objectives through recruiting, developing, remunerating
and motivating our people;
(iii) Approving the overall strategy and objectives of UKGI:
(iv) Approving taking on significant new mandates;
(v) Approving at least annually the risk register following discussion of the underlying
processes and controls at the Audit and Risk Committee;
(vi) _Assessing the extent to which the management team of UKGI achieves our
Objectives, including delivering corporate finance and corporate governance advice
to Ministers and Departments across Whitehall. The Board will agree the format in
which performance is reported to HMT at the Quarterly Shareholder Meeting.
(vii) Giving its endorsement, when requested to do so by the Chair, CEO or Ministers, of
advice to be given to Ministers. Requests to the Board for endorsement of advice will
be typically about major decisions to be taken by Ministers at key milestones. Such
milestones might include, but are not limited to, the pricing of an initial public offering
or agreement to sale in a private market transaction. This endorsement will typically
be given by the Transaction Committee to which such matters are delegated ( see
below).
(viii) Determining advice to HM Treasury and Ministers on the stewardship of, and
preparation and execution of disposal strategies for Financial Investment Assets,
which include the Government's investments in the Royal Bank of Scotland and UK
Asset Resolution — this responsibility has been delegated by the Board to the
Transaction Committee.
(ix) Endorsing any decision to ask a departmental Accounting Officer to seek a
ministerial direction.
The CEO and other senior UKGI officials may be held to account for advice given to Ministers
when they are called as witnesses to give evidence at Parliamentary Select Committee hearings,
in particular hearings of the Public Accounts Committee (“PAC”) and, in the case of the Financial
Investment Assets, the Treasury Select Committee (TSC). PAC hearings will typically follow
National Audit Office value-for-money reports. In these cases, the UKGI executives will typically
appear in support of the Accounting Officer responsible for the asset, investment or divestment
on which we have provided advice.
Discharging our responsibilities
In order to effectively discharge its responsibilities, the Board should be informed about the
business of UKGI, including transactions and governance projects as well as other corporate
finance and corporate governance advice. Accordingly:
2
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(i) Independent Directors are encouraged to meet with senior management and members
of the project teams outside Board meetings;
(ii) Independent Directors may be assigned to specific project teams. Assignments to
project teams will facilitate the Board’s role in ensuring appropriate risk assessment
and control is in place and that advice is well-considered. The Independent Directors
assigned to a project are expected to challenge, advise and support teams but do not
have responsibility for leading the team or making decisions but, given their expertise
and experience, may exercise influence;
(iii) Independent Directors are encouraged to attend management-led Portfolio and Risk
and Assurance Reviews and to challenge, advise and support the teams in those
reviews;
(iv) I The Board will discuss which transactions, governance roles and other significant
areas of advice merit the Board’s (and where appropriate, Transaction Committee's)
focus and attention and, in some instances, endorsements of advice. The CEO and
senior management, in discussion with the Chairman, will identify the most important
issues as far in advance as is possible so that the Board, or its Committees, can be
appropriately informed about the issues;
(v) The Board will regularly review the main corporate finance and corporate governance
projects to allow challenge, discussion and advice to the teams about the key issues
and risks; The Board and the Transaction Committee would expect over the course of
the year to have conducted deep-dives/full discussion about those roles (governance
or transactions) that are identified as highest risk/impact by the risk register.
Recently appointed Independent Directors will go through an induction process which will include
meetings with senior management as well as a review of the main corporate finance and corporate
governance projects and of the risk register.
Budget, Business Plan and Performance
The Board is responsible for ensuring that effective procedures and processes are in place so that
UKGI discharges its responsibilities to prepare a Budget and Business Plan each year for
agreement with HMT and report on an effective and timely basis to the Principal Accounting Officer
at HMT (or their nominee).
Committee responsibilities
The Board is responsible for determining advice to HM Treasury and Ministers on the stewardship
of, and preparation and execution of disposal strategies for Financial Investment Assets. This
work is delegated to the Transaction Committee. Financial Investment Assets are defined in the
Transaction Committee’s terms of reference. The Board may also, when requested, provide its
endorsement of advice to Ministers or Accounting Officers in relation to other assets or
transactions. Much of this work, particularly for discrete transactions, is delegated to the
Transaction Committee, which will meet as and when required in order to provide this
endorsement. If at any time the Transaction Committee does not endorse the advice, the matter
shall be escalated to the Board.
The Board is responsible for ensuring that proper remuneration policies are in place for the
attraction, retention and motivation of employees and that these policies are consistent with the
framework agreed with HMT. Much of this work is delegated to the Remuneration Committee.
The Board is responsible for effective succession planning at Board level and for assessing the
processes in place to ensure that there is appropriate succession planning amongst the senior
management. Much of this work is delegated to the Nominations Committee.
3
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The Board is responsible for overseeing the implementation of appropriate risk assessment
systems, internal controls and processes to identify, manage and mitigate the principal risks of the
Company's business both as they relate to transactions and Governance roles. Much of this work
is delegated to the Audit and Risk Committee.
APPOINTMENTS, VALUES AND CULTURE
Appointments
The UKGI Board consists of (i) Independent Directors nominated by the Nominations Committee
and approved by the Board and by HM Treasury, (ii) the Shareholder Representative Director and
the Director appointed by a government department, currently BEIS, and (iii) the Chair, Deputy
Chair and Chief Executive who are appointed by HM Treasury. (The Chief Executive is appointed
by Treasury Ministers in consultation with the Chair). All appointments will comply with the
Commissioner for Public Appointments’ Code of Practice for Ministerial Appointments to Public
Bodies and may be subject to regulation as determined by government policy and the legal
framework at the time an appointment is made.
UKGI aspires to be a high performing Board; this means we must appoint Independent Directors
with the skills and experience necessary to achieve the Board’s purpose and with the attributes
and values required to help the effective functioning of the whole Board. The Board explicitly
acknowledges the need for diversity in the composition of our Board. The Board will ensure that
rigourous appraisals of the Board, its Committees and the individual Board members are
conducted. (HM Treasury is responsible for external review of the Chair.)
Values
Each member of the Board must exercise due care and diligence, using the skills and experience
that they have and for which they were appointed to the Board. It is the responsibility of each
Board member to always act in the interests of the Company and play their part in creating the
required open Board culture.
In fulfilling their duties, UKGI Directors are expected to uphold and embody the Company's values
of being Professional, Collegiate, Open and Honest and Outcomes Focused; these values
are the lens through which our decisions and actions should be viewed. The values will be used
in evaluating the effectiveness of the Board and the contribution of all Board members.
These values should be at the heart of every action of the UKGI Board and its Members and of
every decision taken by the Board. UKGI’s reputation and its ethos has been hard earned through
the work over many years of The Shareholder Executive and UKFI, is a key element of the brand
and must be preserved and enhanced. If any material aspect of the Company's business or of any
proposed action does not feel right judged against these values, the view should be expressed at
the Board or, where necessary, privately to the Chairman or CEO for discussion and resolution.
Board Members are expected to comply at all times with “Code of Conduct for Board Members of
Public Bodies” and otherwise observe the points set out in paragraph 6.12 of the Framework
Agreement relating to use of public funds, conflicts of interest, use of information, acceptance of
gifts and hospitality, etc.
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Culture ©
Board members have a duty to make their considered views known, even if they are critical or are
expressing an opposing view. They should do this in a way that represents theUKGI's values and b
encourages constructive discussion and solutions rather than conflict, and in a way that respects .
the views of other Board members.
oo
As a Board we accept that things do not always go according to plan in business and we must be .
able to discuss openly difficult issues and plans that have failed in a way that is designed to
improve outcomes. So, whilst accountability must be clear, to encourage this open discussion we a
expect that challenge should be tempered and balanced by support and encouragement.
Directors are expected to take an active role in discussion and decision-making at each Board 7
meeting. To facilitate this, the Chair is primarily responsible for ensuring that the Board has a
culture where openness is encouraged, where disagreement is tolerated and valued, and where
all Board members feel able to raise issues about any relevant aspect of the performance of the %
Company without constraint. As a Board, we respect the different skills and experience we each
have and for which we were appointed and try to ensure that collectively we make the most of O
these talents by listening as well as speaking. .
In support of the required openness at the Board, where it is expected that there will be differences im
of opinion, it is the responsibility of the Chair to bring discussion to a conclusion, decision and 9
agreed action that reflects the views of the Board, cutting through disagreement where required.
dr ith, tdi 2 By “thi pri pal fF the 8, 4 d-the-T sti
Ci ttee-duriag the -fi Ly n
° &
a
Focus for 2020/21 a
a
In line with our recent discussion on strategy and short term priorities the principal focus of the
Board and the Transaction Committee during the financial year will be 5
- To continue to focus on and assess our processes and systems for delivery of our target
shareholder role with an emphasis on ensuring we are making a difference and ensuring a
that our Board representatives are properly qualified and trained %
- To ensure we deliver to HMT’s satisfaction support for Project Birch and for establishment
of AssetCo (or alternative remit to manage exit) 3}
- On people, we will monitor delivery of CPD target of at least 16 hours and assess the value .
of this CPD and also delivery of Diversity objectives (Women at 40% of D and ED cadre
and BAME heading towards 10% by March 2002) 8
- For the Transaction Committee to continue to focus on the most effective winding up of
UKAR through a resumed Project Jupiter or otherwise and to ensure that any appropriate
opportunity to sell shares RBS shares is seized and in both cases doing so whilst achieving 8
fair value and any other specified objectives.
Nn
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70
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a
Fe OFFICAL-SENSITIVE UKGI-BP-456
~
Company No. 9774296
UK Government
Investments °
os
UK Government Investments Limited °
(the “Company”) a
27-28 Eastcastle Street, London W1W 8DH a
Paper for the Board of Directors ,
>)
Topic: Terms of references io
Date: 8 July 2020
©
Author: Company secretariat
Email: Zoe.gillis¢_ iS
Ref: UKGI-BP-456, 456a, 456b, 456c H
Category: Paper circulated, for approval
8
mn
The Board is asked to APPROVE the terms of references for the Board (UKGI-BP- -
456a), the Chair (UKGI-BP-456b) and the CEO (UKGI-BP-456c).
a
Minor amendments have been made to the Board ToR, including an update to the cm
objectives which were agreed at the recent strategy session.
im
The ToR for the Chair remains unchanged. a
The TOR for the CEO has been updated, the changes are shown in track. KR
BS]
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UKGI-BP-456a
UK Government Investments Limited (the “Company”)
Terms of reference for the Company’s board of directors (the “Board”)
Chair
Members
Attendees
Additional
invitees
Quorum
Meeting
Frequency
Secretary
This Board
receives its
authority from
The initial appointment of the chair of the Board (the “Chair’) will
be considered by the Board's nominations committee and
recommended to the Board. The Board will then recommend the
appointment to HM Treasury Ministers for their approval. If
approved by HM Treasury Ministers the appointee will then be
appointed in accordance with the Company’s articles of
association. Once appointed the Chair will act as chair for all
meetings, or, in his absence, the deputy chair or senior
independent director, or, in their absence, the Board will nominate
a director to be the chair for the meeting.
The Board will comprise of up to eleven directors, of which:
At least one is to be an executive of the Company;
the chairperson and other independent, non-executive directors
are to constitute the majority of the Board;
a shareholder director.
The deputy—chief-executive—chief financial officer and—chief
eperating-officerwill attend all meetings. Other members of the
executive team will attend board meetings as appropriate.
Specialists may be requested to attend board meetings for
specific items or to make presentations to the Board.
The quorum will comprise of the Chair, the Company's Chief
Executive and two of the Company's independent non-executive
directors.
At least six times per year and otherwise as required.
For Companies House purposes the Company secretarial
services are provided by MSP Secretaries Limited. In practice,
these are to be performed by the Company's chief financial officer
(“Company Secretary”), supported by his or her team.
The Board receives delegated authority from HM Treasury and as
detailed in the Company's Framework Document (“Framework
Document”).
The Board is accountable to the Chancellor of the Exchequer and
through the Chancellor of the Exchequer to Parliament.
Specifically the Board is required to:
- adhere to the budget delegated by HM Treasury to the
Company's Accounting Officer with the accompanying terms
and conditions.
- ensure that the Company monitors its progress and delivers
against its objectives, as defined in the Framework Document
(“Objectives”);
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Purpose of the
Board
Scope of the
Board oversight
and
responsibility
- ensure the Company is adhering to its customer
responsibilities, by providing high quality independent
professional advice; and
- to monitor the Company's resources, its management and
risks.
To ensure the Company fulfils its overarching purpose to be the
Government's centre of excellence in corporate finance and
corporate governance by operating in a way that is consistent with
the Government's policy objectives, including, but not limited to,
the promotion and preservation of orderly, competitive markets.
To agree with HM Treasury the Objectives and oversee the
delivery by the Company against such Objectives, including:
a) Toact asproactive shareholder for, and lead
establishment of, key UK government arm’s-length
bodies, as required in line with HMG priorities.
b) To advise on other major corporate finance matters,
including all major HMG financial interventions into
corporate structures and on major HMG corporate finance
negotiations and;
c) Toprepare and execute all significant corporate asset
sales by HMG;
Oversight of the Budget designed to support the Objectives and
control arrangements for the Company.
The Board has overall oversight of its committees, the Company's
management and its activities, and the preservation of the independence
of its advice to customers from its shareholder.
The detailed responsibilities of the Board are:
Financial
Ensuring the Budget is sufficient to support the objectives, prior
to being submitted for approval to HM Treasury.
Appointing a professionally qualified chief financial officer
controller to manage;
othe accounts of the Company and
o the Budget.
Signing off the Company’s financial statements and accounts in
accordance with the requirements of the Government financial
reporting manual and the Companies Act 2006.
Establishing and maintaining appropriate accounting policies,
implementing and monitoring the maintenance of adequate
accounting and other records and systems of planning and
internal control.
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Strategy
Bo
Io
iz
Reviewing the objectives, ensuring they are consistent with the
Company's overarching purpose (as detailed in the Framework
Document) and monitoring the Company's performance against
the same.
Ensuring appropriately qualified individuals with relevant
experience are in place to deliver the objectives.
Ensuring that the Company's management establish and
maintain an appropriate framework for managing risk in respect
of the Company.
Defining the risk appetite of the Company as appropriate for each
of its activities.
Self-review
Ensuring that suitably rigorous appraisals are made of the
effectiveness of the Chair and the Board, including reviewing the
Board's constitution and terms of reference to ensure the Board
is operating at maximum effectiveness.
Ensuring that Board effectiveness reviews include the Board’s
committees.
Legal, regulatory and governance
Considering and, as appropriate, authorising any actual or
potential conflicts of interest in accordance with the Companies
Act 2006 and the Company's articles of association.
Receiving the minutes of and/or reports from the Board’s
committees..
Overseeing the Company's corporate governance arrangements
to ensure these reflect best practice private and public sector
standards.
Approving materials to be submitted to the Shareholder to enable
it to monitor the Company's performance.
HM Treasury may give the Board directions of a general or
specific nature from time to time and the Board must comply with
such directions or resign. Such directions must be given in writing
and be published by HM Treasury unless financial stability
requires that publication is delayed or withheld.
Approving where appropriate the Company's compliance policies
(in instances where these are not approved by the Board’s
committees).
Board's oversight of key Company activities
To provide oversight and strategic direction of the discharging of the
Objectives, in particular:
Approving the strategy and any revisions to it;
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Delegation of
Authority
Support
TOR last
approved on
Approving the managements’ strategy in relation to key
transactions/ projects;
Overseeing delivering against the strategy and providing
challenge where the objectives are not being met;
Active engagement with clients in accordance with best practice;
Management of conflicts and insider information relating to listed
entities/ clients with listed entities;
Ensuring compliance with respective client MOUs;
Reviewing client feedback of work undertaken as described in the
MOUs;
Approving variations to MOUs;
Overseeing key pieces of advice to Ministers;
Approving the requirement of external advisors.
The directors may delegate any of their powers (with power to
sub-delegate) to committees consisting of such person or
persons (whether directors or not) as they think fit.
Refer to section “Secretary”.
The Board to be provided with appropriate and timely training
both in the form of an induction programme for new members and
an ongoing basis for all members. A training schedule will be
agreed with the Board at the appropriate time.
The Board to have access to sufficient resources in order to carry
out its duties.
May 2019
To be reviewed in May 2020, or at the point of any material changes.
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UKGI-BP-456b
UK Government Investments Limited (the “Company”)
Terms of reference for the Company’s Chairman (the “Chairman”)
Role
Scope of the
Chair's
oversight and
responsibility
Business
responsibility
To promote the highest standards of corporate governance,
assisted by the Senior Independent Director, Deputy Chairman
and Chief Executive, which is meaningful, relevant and
understood throughout the business so that we all do the right
thing, the right way.
To be accountable to our stakeholders for the effectiveness of
the Board and to build a sustainable, respected business that
meets the requirements of UKGI’s key stakeholders.
To ensure that policies and action support the responsible
Ministers and, where relevant, other Ministers’ wider strategic
policies and that the Board's affairs are conducted with probity.
Enabling the Board, in reaching decisions, to take proper
account of guidance provided by the responsible Minister or the
department.
To lead the Board and to chair its meetings, having agreed a
balanced agenda with the Chief Executive covering business
performance, strategy, risk and people. To ensure directors
receive accurate, timely and clear information for robust debate
and high-quality decision-making and that their time is allocated
to the right things.
To create the conditions for overall board and individual director
effectiveness so that the Board achieves its full potential. To
facilitate and encourage active engagement of and appropriate
challenge by the Board, particularly on business strategy, project
and governance oversight and risk.
To ensure that once a board decision is reached, there is
appropriate delegation of authority to the executive.
To review the annual performance of the Chief Executive, Senior
Independent Director, non-executive directors and Company
Secretary.
The Chairman alongside the Chief Executive will review the non-
executive director's fees at least every 3 years.
To chair the Nomination Committee which ensures there are
succession plans in place for the Board and the business, that
the Board has a balance of skills, experience, independence and
knowledge appropriate for the needs of the business; and that
committee membership is refreshed.
To pay due regard to the benefits of diversity.
To be a sounding board for the Chief Executive and in particular
in the formulation of strategy and in succession planning for key
roles within the business.
Together with the Chief Executive to provide coherent leadership
of the board to employees, external stakeholders, Government
departments, entities for which UKGI has a governance role, the
media, the community and the public.
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Governance
Delegation of
Authority
Support
TOR last
approved on
To promote constructive relations and open communication
between the directors, executive team, management and
employees, both inside and outside the boardroom.
To lead all governance matters to ensure they are conducted in
accordance with best practice and that there is a clear structure
for, and effective running of, the Board and its committees.
To lead the annual review of Board effectiveness and ensure that
committee chairman follow the same process. To determine, in
consultation with the Board, whether the evaluation should be
externally facilitated.
To put in place tailored induction for new directors and regularly
review and agree with each director their training and
development needs.
The Chairman may delegate any of his powers to the Deputy
Chairman or other such persons as he thinks fit.
Chief Executive and Company Secretary
22 March 2018
To be reviewed in July 2020, or at the point of any material changes.
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UKGI-BP-456c
UK Government Investments Limited (the “Company”)
Terms of reference for the Company’s Chief Executive (the “Chief Executive”)
Role e Tobe accountable to the Board for all aspects of the performance
and management of UKGI. This includes developing business
strategies for Board approval and achieving timely and effective
implementation whilst managing the risks.
e¢ To keep the Chairman regularly informed on all matters that may
be of importance to the Board, including progress against
strategic initiatives, emerging risks, the performance of the
executive team and succession planning for key roles within
UKGI.
Main « To deliver UKGI's strategic plan, by developing appropriate
responsibilities business strategies for Board consideration and approval.
e To regularly update the Board on progress and performance.
¢ To maintain an effective framework for internal controls and risk
management, ensuring that the risk register is reviewed monthly
by the Executive Committee, prior to being submitted to the
Board.
e Toensure the Board has adequate access to accurate, timely and
clear information for decision-making.
Objectives for To ensure UKGI delivers its high-level objectives:
2020/2148H9 e__To act as proactive shareholder for, and lead
establishment of, key UK government arm’s-length
bodies, as required in line with HMG priorities.
¢ To advise on other major corporate finance matters
including _all_major_HMG_financial_interventions into
corporate structures and on major HMG corporate finance
negotiations and;
« To prepare and execute all significant corporate asset
sales by the-UK-GoverarmentHMG;
To ensure UKGI delivers these objectives through:
e Better definiagContinuing to build the Building upernthe 49/20
definition of our governance proposition, procedures and
processes, and promulgating this, whilst strongly making the
case for achieving effectiveness via the ALB model
e Developing UKGI as a centre of excellence within Government
for ALB governance, tailoring our standards, communications,
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Business
values
People
Delegation of
Authority
Support
TOR last
approved on
UKGI00045385
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Brexit.
policies and procedures are adhered to.
regulation.
introduced.
allocating responsibilities to individuals.
least every 3 years.
Company Secretary
dune-2048-May 2019
objectives.
*
Lg
UKGI-BP-456c 2
recruitment and L&D accordingly and in particular ensuring our
people strategy is aligned with our governance proposition and ry
our increasing proportion of portfolio/governance work .
¢ Establishing a clear remit to assist HMG in the management and
exit from the Covid-19 crisisia- Cabinet Oficeed negotiations: on
e Ensuring Whitehall understands our M&A capacity, and that it
supports financial interventions as well as sales. a
« Ensuring that the UKGI story is told, selectively, throughtke
press-orethermiseacross HMG and private sector platforms and
forums to ensure our achievements and unique model in HMG N
are recognised to burnish our image and aid recruitment and
retention of staff; this should include selective press interaction.
e Retaining flexibility to assist HMG in responding to the end of 9
ithe Transition Agreement on 31 December 2020.respendic-a
©
m
e To lead UKGI, promoting the values and ensuring company 9
e« To ensure UKGI complies with all relevant legislation and nm
e To establish and promote a culture of knowledge and problem
sharing and in particular ensure that staff understand that difficult b
issues should be discussed with line managers/peers.
e To ensure risks are effectively assessed and managed, and that =
the necessary financial and human resources are in place. 9
e To ensure performance is effectively monitored.
e To establish and promote a culture of learning and development &
and as part of this ensure that each executive has an L&D plan. °
« To pay due regards to the benefits of diversity_and introduce =
metrics against_which to judge the success of measures a
e To review the performance of the Executive Committee, A
* To make recommendations to the Remuneration Committee
regarding individual pay and long-term performance incentives. a
¢ Together with the Chairman review non-executive director fees at
Given from the Board and HMT principal Accounting Officer &
e Directors, Chief Operating Officer, Chief Financial Officer & 3
ToR to be approved annually in line with the setting of the CEO's 8
R
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iS)
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Annex A:
>
Chief Executive objectives for 2020/2021
gi
1. Governance: drive forward delivery of our target shareholder role across five core
pillars as measured by “made a difference” metrics and client feedback from our assets
and their Departments. ba
2. Corporate Finance: ensure effective delivery across projects, including Project Birch.
as measured by client feedback; effective pursuit of Project Jupiter (or alternative plan to
wind up UKAR); and absence of missed opportunities to sell RBS shares. _
3._ “Fourth Leg”: deliver, to HMT’s satisfaction, AssetCo (or alternative remit) to assist
HMG in management and exit from the Covid-19 crisis.
4. CPD: ensure that each UKGI staff member dedicates a minimum of 16 hours in 9
2020/21 to continuous professional development related to their career objectives, with a
question in the annual People Survey on our CPD programme to measure its impact.
5. D&l: meet our Women in Finance Charter target of at least 40% of our Director and °
ED cadre to be women by March 2021; and make progress on our target to obtain a 10%
BAME Director and ED cadre by the end of 2022. =
lo}
Annex AB: Extract from UKGI Framework document - Accounting Officer responsibilities in
the UKGI Group
Responsibilities of UKGI’s chief executive as Accounting Officer
44 The chief executive as Accounting Officer for the UKGI Group is personally responsible b
for safeguarding the public funds for which he or she has charge; for ensuring propriety,
regularity, value for money and feasibility in the handling of those public funds; and for the =
day-to-day operations and management of UKGI. In addition, he or she should ensure that Y
UKGIl as a whole is run on the basis of the standards, in terms of governance, decision-making
and financial management that are set out in Box 3.1 of Managing Public Money. =
as
4.2 As Accounting Officer, the chief executive has specific responsibilities to account to :
Parliament as covered by the Accounting Officer's letter of appointment and as described in
Managing Public Money. The accountabilities include: &
« signing the accounts and ensuring that proper records are kept relating to the
accounts and that the accounts are properly prepared and presented in a
accordance with any directions issued by the Treasury;
¢ preparing and signing a Governance Statement covering corporate governance, a
risk management and oversight of any local responsibilities, for inclusion in the
annual report and accounts; —
co
« ensuring that effective procedures for handling complaints about UKGI are .
established and made widely known within UKGI; ~
Ke}
¢ acting in accordance with the terms of this document, Managing Public Money and
other instructions and guidance issued from time to time by the Department, the rs
Treasury and the Cabinet Office; 5°
« giving evidence, normally with the PAO, when summoned before the PAC on rs
UKGI’s stewardship of public funds. p
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80
UKGI-BP-456c
4.3 Particular responsibilities to HM Treasury include:
establishing, in agreement with the department, UKGI’s corporate and business
plans in the light of the department's wider strategic aims and agreed priorities;
informing the department of progress in helping to achieve the department's policy
objectives and in demonstrating how resources are being used to achieve those
objectives; and
ensuring that timely forecasts and monitoring information on performance and
finance are provided to the department; that the department is notified promptly if
over or under spends are likely and that corrective action is taken; and that any
significant problems whether financial or otherwise, and whether detected by
internal audit or by other means, are notified to the department in a timely fashion.
4.4 Unless agreed by HM Treasury, UKGI will follow the principles, rules, guidance and
advice in Managing Public Money to the extent applicable, referring any difficulties or potential
bids for exceptions to the sponsor team in HM Treasury in the first instance.
4.5 The chief executive is responsible for:
advising the board on the discharge of UKGI’s responsibilities as set out in this
document and in any other relevant instructions and guidance that may be issued
from time to time;
advising the board on UKGI’s performance compared with its objectives;
ensuring that financial considerations are taken fully into account by the Board at
all stages in reaching and executing its decisions, and that financial appraisal
techniques are followed;
taking action as set out in paragraph 3.8.6 of Managing Public Money if the board,
or its chairman, is contemplating a course of action involving a transaction which
the chief executive considers would infringe the requirements of propriety or
regularity or does not represent prudent or economical administration, efficiency
or effectiveness, is of questionable feasibility, or is unethical.
4.6 The Company chief executive will be authorised to act as the "qualified person" under
section 36(5)(0) (iii) of the Freedom of Information Act 2000.
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UKGI Board - proposed forward look as at July 20
Board Tem ‘Agenda
'30 September 2020 (13:00-17.00) 1 [Minutes from previous meeting
2 IUKGICEO report
3. IPeople update, including update on activities to promote UKG!
4 ICFO update
5. IRisk update
6
7
8
IProject reviews - depending on risk register
lLessons learnt - Post Office
[Departmental Relationship reviews - BEIS
9 IUpdate on governance (action 151)
10. ISummary of Transaction committee activities
11 IEORM summaries al
12. INED project assignments paper
43_IBoard agenda forward look
2B November 2020 (13:00-17-00) 1 [Minutes from previous meeting ,
IUKGI CEO report
IPeople update
ICFO update
IRisk update I
[Project reviews - depending on risk register
[Departmental Relationship reviews - Cabinet Office and DCMS
ISummary of Transaction committee activities
IEDRM summaries
INED project assignments paper
[Board agenda forward look
UKG100045385
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a
5. OFFICIAL — MARKET SENSITIVE UKGI-BP-458
Company No. 9774296
UK Government ombany No
x)
Investments
UK Government Investments Limited ‘
(the “Company”) °
27-28 Eastcastle Street, London W1W 8DH a
Paper for the Board of Directors
>
Topic: Transactions Committee update Ny
Date: 2 July 2020
Kd
Author: Oscar Waller
Email: ©
Endorsed Holger Vieten =
by: 9
Ref: UKGI-BP-458 mn
Bp
Category: Paper circulated, for information
8
Introduction -
a
The primary function of the Transactions Committee is to determine advice to
accounting officers and ministers on the stewardship — and preparation and execution
of disposal strategies — of assets in relation to which the Government has determined it +
has no policy reason to retain.
a
a
To ensure the UKGI Board are kept up-to-date on the activities of the Committee, the °
Chair will provide a brief update to the Board as a standing item on each UKGI Board =
agenda. This will be accompanied by the minutes from the Committee meeting — as the x
June meeting minutes are yet to be shared with the Committee, the attached minutes
are from the May meeting (Annex A), signed off by the Committee at the meeting on 16 s
June. >
Transactions Committee meeting: 19 May &
The UKGI Board is asked to note the key discussions and decisions taken at the May
meeting of the Transactions Committee, which are as follows: ©
S
i °
i mr
w
83
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11.
12.
13.
14.
15.
16.
17.
18
19.
20
21.
22
OFFICIAL — MARKET SENSITIVE
IRRELEVANT
84
OFFICIAL — MARKET SENSITIVE
Annex A: Transactions Committee meeting minutes, 19 May 2020
Company No. 9774296
UK Government Investments Limited
(the “Company”)
27/28 Eastcastle Street, London, W1W 8DH
Minutes of a meeting of the Transactions Committee held via
video conference call on
19" May 2020 at 1:00pm
Present: James Leigh-Pemberton (Chair)
Robert Swannell
Charles Donald
Andrew Duff
Jitesh Gadhia
Jane Guyett
Clare Hollingsworth
Robin Lawther
Holger Vieten
In attendance: Caroline Thomson
David Sandford
Martin Madsen
Rob Elliot
Paula Head-Fourman
Simran Dhillon
Kieran Hyatt
Oscar Waller
1. Declaration of Interest
Previous declaration of interest from Jitesh Gadhia (in relation to his interests in funds managed
by Blackstone) was noted.
2. Minutes from the previous meeting (21 April) and Transactions Committee Action
Log
The Committee took the opportunity to briefly recap on each of the longer standing actions
remaining on the Action Log. This included: i) the Jupiter private medical insurance issue, for
which work towards a solution was still ongoing; ii) the team’s plans to respond to the new 2020
Stewardship Code, on which the Committee would receive an update at the June meeting; and
iii) on plans to engage with RBS on remuneration metrics, which was planned to begin over the
summer consistent with the usual approach.
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OFFICIAL — MARKET SENSITIVE
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5. OFFICAL-SENSITIVE UKGI-BP-459
at S
Company No. 9774296
UK Government ompany No
x)
Investments
ca
UK Government Investments Limited
an
(the “Company”) .
27-28 Eastcastle Street, London W1W 8DH n
Paper for the Board of Directors
>)
fo}
Topic: Dashboard — June 2020 .
Date: 2 July 2020 Re}
Author: Zoe Gillis
a
2
Email: .
Endorsed UKGI ExCo is}
by:
a
Ref: UKGI-BP-459, 459a i
Category: Paper circulated, for information &
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To prepare and execute all significant
45
length bodies, as required and in line with
HMT priorities
As corporate asset sales by the UK Asset Sales (pages 3-4) FTE- 13.0
Government
Act as shareholder for, and lead Governance - Shareholder (pages 5-12) FTE - 23.7
5) establishment of, UK Government arm’s- Governance — NED role (pages 13-14) FTE - 0.3
Governance - Advisory (page 15) FTE — 1.2
To advise on other major corporate
finance matters, including all major UK
Government financial interventions into
corporate structures and on major UK
government corporate finance
negotiations.
Corporate Finance Advice — Projects (pages 16-19)
FTE-5.2
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FTE - 29.1
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“UKGI's overarching objective: Shareholder oversight to ensure it delivers on its strategic objectives: (i) to
provide a Network SGEI i.e. a network of at least 11,500 branches meeting clearly defined access criteria;
take steps to provide the Product SGEI across these branches (e.g. mails, pensions and benefits, banking,
identity services, etc.); (i) operating as an increasingly sustainable business (aspiring to zero subsidy post- 8 ic] I B a 8 =
2021)
+ Outlook - key issues/upcoming risks, including reputational: >
+ UKGI and BEIS have been providing support to POL on its response to the Covid-19 pandemic which has GO BOWS WO GO (od
been having a negative impact on POL's operations and finances. To provide POL with financial flexibility, a 2
security headroom waiver was implemented until the end of June, due to improving forecasts this has not
been extended and the team is monitoring whether there willbe a need for another waiver in August. 2
+ BEIS agreed a three-month waiver on POL's network obligations on 25 March due to the impact of Covid-19
on the Post Office network. The current waiver expires on 26 June, and BEIS with the support of UKGI is
requesting PermSec approval of a further waiver of 6 months with the option for a3 month extension.
+ On the Horizon Litigation, POL agreed a settlement of £57.75m regarding the GLO proceedings on 11 Dec.
The settlement also included other elements aimed at strengthening POU’s relationship with its ieee]
postmasters. POL is still potentially exposed to further claims from the cohort of convicted claimants
(outside the GLO claimants}, as well as other postmasters outside the GLO. POL has launched a
(independently run) Historical Shortfall Scheme to consider claims by former postmasters who believe they
have experienced shortfalls. One BEIS Select Committee hearing has been held with another postponed &
BEIS/UKGI has just responded in a letter to questions being asked by the Select Committee. ‘Tom Cooper
+ A separate litigation case will be heard by the employment tribunal in October 2020, relating to 123
postmasters claiming “worker” status. If successful there are rights that “worker” status would bring,
including holiday pay, pensions and an entitlement to the national minimum wage. This has possible a
financial consequences.
Review of POL's 4 year business plan which is being worked on by POL (deferred delivery due to Covid-19). B
In parallel BEIS policy are working on a long-term vision for the Post Office, which will need to align with this
plan (and inform a bid at the Spending Review).
+ POL’s leadership is in a period of transition due to the departure of key personnel and it is likely that Nick
Read (the CEO) may make a number of hires to build out his senior team, most likely external. Also a risk S
that POL's CFOO may also leave, given he also applied for the CEO role and his 6 month retention bonus has :
vested. "3
+ Negotiations with Royal Mail are progressing positively with both sides targeting an agreement on a new,
non-exclusive 10 year deal imminently. We are engaging closely with POL on this. 2
* POL continues to consider strategic options for its Telecoms business. A sale slated for mid-2020 has been ©
parked temporarily due to the Covid-19 outbreak; POL is looking at options to restart the sale in the 2
‘Summer. .
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BEIS a programme, amino I ®
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9
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What is the time commitment required?
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Cabinet Secretary Ci Service Chief operating officer and Cabinet Office Permanent Secretary
Helen MacNamara II Sir Mark Sedwit! © Mark Sweeney I I Gareth Rhys Williams Nick Smallwood Martina Hunt Thalia Baldwin
Director General National Security Advcer SS Sue Government Chief Chief Executive Director Director
Private Office Group National Securty Secretariat, Commercial Officer Infrastructure anc Commercial Models Geospatial Commission
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Nancekivell-Smith Office ofthe Prime Minister I I Pieetor Genera! Economic Director General Director General CEO Government Chief
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Iemplementation Unit and Domestic Secretariat}
Elizabeth Gardiner Lucy Smith Joint nteligence Alison Pritchard simon Tse Alex Aiken lyn McDonald
First Parlamentary Counsel II Director General Organisation Interim Diector General Chief Executive Executive Director lector E
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Carol Bernard II Tim Rogers ‘Ann Carter-Gray I Nimisha Patel II Rich Hornby Beth Chaudhary II sharon Sawers Tim Jewell
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8
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*Note: modified to indicate greatest overlap with UGS
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1/3 Sir Mark Sedwill. . Charles Donald To broaden relationship (previous
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A Civil Service Chief operating officer and Cabinet Office Permanent ‘Alex Chisholm Charles Donald ‘To embed relationship with transition in
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2 Director General of Private Office Group (incl. Propriety and Ethics) Helen MacNamara Candida Morley / Ceri Smith To develop new strategic relationship
5
4 Director General, Domestic Affairs a Mark Sweeney me To develop new strategic relationship =
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5 Director of Prime Minister's Implementation Unit Jonathan Nancekivell-Smith TBC To determine extent of strategic 5
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c Chief Executive of Infrastructure and Projects Authority Nick Smallwood Charles Donald To develop new strategic relationship =
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is Director, Geospatial Commission Thalia Baldwin ‘TBC To determine extent of strategic ~
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G Chief Operating Officer ‘Sarah Harrison ‘Charles Donald To develop new strategic relationship s
8
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PR OFFICIAL-SENSITIVE UKGI-BP-461
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UK Government
Investments Company No. 9774296 ®
UK Government Investments Limited i
(the “Company”) ES
27-28 Eastcastle Street, London W1W 8DH
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Paper for the Board of Directors .
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Topic: NED project assignments
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Email: :
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Category: Paper circulated, for information i
This paper provides a summary of the projects and their NED sponsors. o
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OFFICIAL SENSITIVE UKGI-BP-462
Audit and _I Staff UKGIBoard I RemCo NomCo Transaction
Risk Engagement I meeting Committee
Committee _I Session
16 July 2020 12:00-13:00 _I 13:00-17:00
21 July 2020 13:00-16:00
29 September 2020 44:15-12:00 13:30-16:30
30 September 2020 __I 11:15-12:00 _I 12:00-13:00 _I 13:00-17:00 17.00-47:30
26 October 2020 13:00-16:00
17 November 2020 13:00-16:00
26 November 2020 12:00-13:00 _I 13:00-17:00 17:30-18:00
15 December 2020 _I 13:00-16:00
12 January 2021 09:00-12:00
21 January 2021 12:15-13:00 _I 13:00-17:00
9 February 2021 09:00-12:00
14 March 2021 09:00-12:00
31 March 2021 14:00-11:45 _I 12:15-13:00 I 13:00-17:00 _I 10:00-10:45 17:00-17:30
14 April 2021 13:30-16:30
14 May 2021 13:00-16:00
26 May 2021 TBC — Audit I 12:15-13:00 I 13:00-17:00 I 11:00-17:.45 17:00-17:30
only
8 June 2021 13:00-16:00
6 July 2021 13:00-16:00
15 July 2024 12:15-13:00 _I 13:00-17:00
3 August 2021 13:00-16:00
7 September 2021 13:00-16:00
22 September 2021 I 11:00-11:45 _I 12:15-13:00 _I 13:00-17:00 _I 10:00-10:45
12 October 2021 13:00-16:00
11 November 2021 13:00-16:00
24 November 2021 12:15-13:00 _I 13:00-17:00 17:00-17:30
December 2021 TBC
Transaction committee calls
OFFICIAL SENSITIVE UKGI-BP-462
2020
5 August 09:00-09:30
9 September 09:00-09:30
7 October 09:00-09:30
4 November 09:00-09:30
2 December 09:00-09:30,
2024
29 January
23 February
23 March
29 April
27 May
22 June
20 July
24 August 09:30-10:00
28 September 09:30-10:00
26 October 09:00-09:30
23 November 09:00-09:30
UKGI00045385
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OFFICIAL SENSITIVE UKGI-BP-462
Committee Audit and Risk Remuneration Transaction sub-committee Nominations
Chair Jane Guyett Caroline Thomson ‘James Leigh-Pemberton Robert Swannell
Members ‘Andrew Duff Jitesh Gadhia ‘Andrew Duff ‘Andrew Duff
Robin Lawther Clare Hollingsworth Jitesh Gadhia itesh Gadhia
Robin Lawther Jane Guyett Jane Guyett
Clare Hollingsworth Clare Hollingsworth
Robin Lawther Robin Lawther
Robert Swannell James Leigh-Pemberton
Charles Roxburgh
Caroline Thomson
In attendance Charles Donald Charles Donald Charles Donald Charles Donald
Robert Razzell
Heather Mellors
Robert Razzell
Susie Timlin
Robert Razzell