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To: Putt, Lily - UI
Watson, Richard - UKG:
Donald, Charles - UKG
= Sulli P;
Permanent Secretary[i _
From: Creswell, Carl (Professional Business Services, Retail & Post Directorate)
Sent: 2020-09-03T14:55:35Z
Importance: Normal
Subject: RE: Highly confidential. POL Litigation/Governance
Received: 2020-09-03T14:55:45Z
Thanks, Lily — yes, I think that would be sensible.
Carl Creswell
seat
Department for
Business, Energy
& Industrial Strategy I
I & Business Services, Retail and Post
Orchard 2, 1 Victoria Street, London SW1H OET
www.gov.uk/beis I https://twitter.com/beisgovuk
From: Putt, Lily - UKGI <Lily.Putt GRO
Sent: 03 September 2020 15:20
To: Cooper, Tom - UKGI <.
Watson, Richard - UKGI
Mark Russell < Donald, Charles - UKGI
eswell, Carl (Professional Business Services, Retail & Post
GRO}
Business Services, Retail & Post Directorate)
Permanent Secretary <.
I. POL Litigation/Governance
Hi All,
Just a quick update with regards to the arranging the above meeting. I’m having trouble getting hold
of Sarah’s office with regards to her availability.
Would it be feasible for this meeting to go ahead without Sarah?
In the meantime, I will keep trying her office.
Many thanks,
Lily Putt I PA to Tom Cooper, Director I Susannah Timlin, Chief Operating Officer (Cover) I Anna
Payton, Executive Director I
UK Government Investments
1 Victoria Street, London, SW1H OET
www.ukgi.org.uk
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Follow on in
From: Cooper, Tom - UKGI ¢
Sent: 27 August 2020 10:29
To: Putt, Lily - UKGI <
Subject: FW: Highly confidential.
itigation/Governance
Lily
Please could you set up another call on this.
Thanks
Tom
From: Cooper, Tom - UKGI
Sent: 27 August 2020 10:28
To: Watson, Richard - UKG'
< ; Munby, Sarah
(BEIS) < GRO >; Creswell, Carl (Professional Business Services, Retail & Post
Directorate! I
Subject: RE: Highly confidential. POL Litigation/Governance
E Russell, Mark - UKGI
Richard - I don’t see how, even with rose coloured specs on, anyone would see a green light in the
QC’s report, although it’s possible that is how it was presented to Tim given way it was described to
the Minister in the letter he wrote updating her on progress.
Unless others disagree, I’ll ask Lily to set up a call as suggested by Richard.
Tom
From: Watson, Richard - UKGI <
Sent: 27 August 2020 09:30 ~
Munby, Sarah
Retail & Post
Directorate) < 4
Subject: RE: Highly igation/Governance
Thanks Tom
I think a further discussion would be helpful.
In terms of Tim’s explanation of why he did not disclose the advice to the board clearly the QC’s
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report was confidential and legally privileged but that in itself does not explain why it should not be
disclosed to the board. There is no risk of a company’s legal privilege being lost or confidentiality
being breached simply by legal advice it has received being disclosed to the board. So I am really
struggling to understand why Jane Macleod gave that advice.
At the risk of coming at this with the great benefit of hindsight I would like to think that if a company
Chair was told by the company’s general counsel that they should not disclose something to the
board because of confidentiality and/or legal privilege concerns they would strongly challenge that
advice if they otherwise felt that the board should be aware. There might be cases where, for
example, individual board members were conflicted (or perhaps implicated) which might be a reason
not to share something with them but the general principle is, as you know, that the board acts
collectively.
I wonder if what actually happened in this case is that Tim was comforted by the QC’s report (which
he read as effectively giving a green light to everything POL had done) and together with the advice
Jane gave him and the fact of the litigation he came to the view that there was no need to share the
QC’s report with the board.
Kind regards
Richard
Richard Watson I General Counsel
UK Government Investments
t, London, SW1H OET
Sent: 26 August 2020 11:32
cooper, Tom - UKGI <
lonald, Charles - UKGI
Munby, Sarah (BEIS
(Professional Business Services, Retail & Post Directorate) {
Richard - UKGI ¢ RO >
Subject: RE: Highly confidential: POL Litigation/ Governance
Creswell, Carl
Watson,
Thanks, Tom.
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This has parallels to Magnox where the board relied heavily on internal legal counsel and
didn’t commission second opinions.
If we are considering what action, if any, is taken against Tim then don’t we/BEIS need a view
in addition to the SID — probably a legal view? Was it reasonable, at the time, for Tim to rely
solely on Jane’s guidance?
Richard W is probably best qualified to opine!
From: Cooper, Tom - UKGI ¢__
Sent: 26 August 2020 10:17
To: Donald, Charles - UKG
. GRO
Directorate) <
Richard - UKGI
Subject: Highly confidential. POL Litigation/Governance
>; Munby, Sarah (BEIS)
reswell, Carl (Professional Business Services, Retail & Post
>; Russell, Mark - UKGI </
>; Watson,
An update on our previous discussions about Tim Parker’s role in commissioning, and following up on,
the QC’s recommendations that were made shortly after Tim was appointed Chairman of POL.
Since we last spoke:
REDACTION
* The NEDs met to discuss the report on 28 July. Tim was asked about the QC’s report and why
it wasn’t discussed with or disclosed to the Board. Tim said that he was guided by Jane
Macleod, the company’s counsel at the time, who gave advice that the document needed to be
kept confidential because of the upcoming litigation and also raised privilege issue. He said he
relied on this advice.
* I have spoken to Ken McCall, POL’s SID, and Carla Stent, who is the other NED who was on
the Board at the time. Ken has yet to finally conclude on this but his current view is that the
legal advice was flawed and Tim made an error of judgement in relying on the advice. But in
Ken’s view it would be unfair to sanction Tim given he was relying on legal advice.
* In terms of next steps, Ken plans to speak to Carla and possibly some of the other NEDs. He
would be willing to report in to BEIS on his findings if we want his views formally.
Please let me have your thoughts on this. I should mention that if BEIS wants to take a different view
and take some action, the window for doing so is closing. The review into Horizon lessons learned
(which will include an account of the past actions of the management, Board and shareholder) will
probably be announced in September. Once that is underway, I expect it will be difficult to make any
unscheduled changes to the Board as we found with NDA.
Tom
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Tom Cooper
Director
UK Government Investments.
1 Victoria Street I London I SW1H OET
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