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To: [(1) DBT Secretary of State (SoS) From: Tom Cooper
Secretary of State, (2) Minister Kevin Hollinrake MP
Date: 24/3/2023
SCS: Roshana Arasaratnam (UKGI) = _
Carl Creswell (DBT)
‘FOR INFORMATION
Confidential and privileged — please note this submission contains legally
Privileged advice and should be handled with appropriate care
Summary of the issue: POL CFO Exit Options
This submission sets out the current options POL is considering in relation to the CFO
in light of recent developments with the incumbent and POL. A draft letter from POL’s
Chair is included at Annex A and sets out the background in more detail. However, in
light of behaviours recently exhibited by the CFO since this letter was drafted, POL are
This process may lead to a range of outcomes, including an agreed settlement (Options
2 and 3). It may also become litigious as the CFO has in the past suggested he has a
number of potential claims against the company.
These options are due to be discussed with the Board on Tuesday 28! March
The appointment and removal of the CFO requires SoS’s approval under POL’s Articles
of Association.
This paper is currently for noting — but once POL has made a decision how to proceed,
Ministers will be asked to consider the options set out below, alongside further legal
advice and financial clearance. Any package will also need HMT approval.
Timing: Urgent — for noting only.
Recommendation:
e That you note the options, recognising:
o POL has not yet decided what action it wishes to take. POL is receivin
o The financial consequences of the various options are set out below and
in the Appendix to POL’s draft letter.
Advice:
1) In November 2020, BEIS Ministers agreed to a request for POL to end its
employment relationship with its incumbent CFO. As the basis for the request at
3)
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the time was primarily cultural, POL began to explore options for an agreed exit
package.
In January 2021, Ministers approved a proposal for the CFO's exit payment
reflecting the CFO’s contractual entitlement to employment through 31 March
2021 27d
nthe end POL and the CFO
did not agree a package and the CFO
In January 2023, Henry Staunton, POL’s new Chair, met SoS and discussed a
range of issues facing POL, including stabilising Nick Read as POL's CEO and the
senior leadership.
We understand that in recent months there have been various complaints about
the CFO’s behaviour, which led POL to revisit the options for dealing with his
behaviours and how the situation could develop. POL set out the current options
in a draft letter to the Secretary of State (Annex A). However, events are unfolding
quickly, and subsequent to the drafting of this letter additional information has
come to light about the CFO’s conduct which has prompted POL to examine
Option 1a Option 1b Option 2 Option 3
Exit Date conclusion of immediate if Gardening Leave Gardening
Following conclusion
Following of investigation (or
investigation termination on other leave
grounds)
Exit
Package
Base+
Benefits £0 £315,900 £315,900 £315,900
Pay in lieu
of notice
Leaver
Status Bad Bad
Additional £0 £0
Settlement
Overall exit
payment £0 £315,900
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Option 1a Option 1b Option 2 Option 3
£0 (due to
STIP £97,920
STIP/LTIP £0 £0 ; . variable
LTIP £122,500 payment)
£150,00-£300,000 POL Legal Costs (See
Linklaters Annex B-Section 3)
iti £10,000 contribution to CFO's legal
Additional I any damages compensation awarded by the fees uu 9
Costs court (See ranges in Linklaters Advice
Annex B — Section 1)
5) Options 1a and 1b, are likely to lead to extensive legal costs and potentially
litigation. The CFO is likel
note therefore that the “additional costs” indicated in the table do not reflect the full
extent of costs which would also include any amounts need to (a) either settle
claims brought or (b) if litigated the potential financial award.
Options 2 and 3 would be agreed settlements achieved through negotiation. The
There can be no guarantee that an offer at these levels would be
acceptable to the CFO who might prefer to pursue claims against the company
through litigation.
7) POL has indicated that the CFO, consistent with other leavers, might additionally
be entitled to ‘good leaver’ status for bonuses which means he would retain his
entitlement to STIPs and LTIPs accrued during his employment. We would also
8) POL are proposing a current Financial Director, Katherine Sherratt, would take on
the CFO's duties while the investigation is under way and, if necessary, act as
Interim CFO.
Comms Handling:
Note that POL have indicated that they would not initially seek to offer full STIP/LTIP or good leaver status under
option 2, However, POL may need to be flexible in order to achieve a settlement outcome taking into account the
CFO’s arguments relating to entitlement to these benefits
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9) Asnoted above, any legal claim from the incumbent CFO could give rise to comms
risks. On the other hand, given the current context of intense scrutiny of POL
leadership (which has included criticism for previous remuneration arrangements),
a large pay-out would likely generate significant criticism in the media.
10) We will prepare strong defence lines when a final decision is needed.
Annexes:
A- Draft Letter from Henry Staunton to Secretary of State
B — Legal Advice from Linklaters
Contributors
+ DBT Legal have been consulted on this advice and are content with its
contents.
+ We will consult with DBT Finance and Comms when a final proposal from POL.
is made.
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Legally Privileged and confidential draft
DRAFT TEXT OF LETTER TO BE SENT TO THE SECRETARY OF STATE
The Right Honourable
Secretary of State for Business and Trade
1 Victoria Street
London
SWI1H 0ET
United Kingdom
Dear Secretary of State
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IRRELEVANT
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IRRELEVANT
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Yours sincerely
Chairman
Post Office Limited
Appendix attached
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Appendix 1
1. AP’s current remuneration package
ase salary: £244,800
b. Benefits: Pension contribution and other benefits: £71,100 annually
c. Notice period: 12 months (ability to put on garden leave or pay in lieu of notice. If paid in lieu of notice, may be paid in
instalments and duty to mitigate loss by seeking altemative employment). Note that contract of employment contains inconsistent
terms on whether payment in lieu of notice is caleulated on base salary alone, or base salary and benefits.
d. STIP: Up to 66% of base salary. For FY22/23 thi at 40% on target: £97,920
e. LTIP: Up to 70% of base salary. Current LTIP 21/24 value is £81,600 and LTIP 22 value is £40,800
is payable in August 2023
2. Exit Cost Comparison
Option t I Option 2 Option 3
Summary
Base: £244,800 Base: £244,800 Base: £244,800
71,100 Benefits: £71,100 Benefits: €7
Pay in lieu of I Benefits: €
4 Tt £315,900 Total £315,900 Total £315,
notice Note that where dismissal is on grounds of gross
I misconduct no notice payment will be payable
£0
Additional
settlement
payments
Overall
no gross misconduct is found -
exit payment £315,900
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I Not payable as not a “Good Leaver” STIP: £97,920 £0 (assuming fully replaced with fixed payment
LTIP: £122,500 ind paid ont prior tot ination date)
Payments are not guaranteed and are subject to
/ performance measures and paid
line with other incentive payments
contribution to Al's
ees ~ potentially in the region of conable contribution to Al's
000 to £300,000. £10,000
Additional costs
and payments Any damages or compensation made by a Court
or Employment Tribunal
vibunal
further detail)
Note that it is proposed that all payments above would be subject to taxable deductions as required
by law, save for the first £30,000 of the compensation payment which would be subject to the
termination payment taxable exemption.
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Annex B Sycamore - summary of legal risks
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Linklaters LLP
17 March 2023
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