UKGI00049047
UKGI00049047
Henry Staunton
Chairman
Post Office Limited
100 Wood Street
London
EC2V 7ER
7 December 2023
Kevin Hollinrake MP
Parliamentary Under Secretary of State
Department of Business and Trade
Old Admiralty Building
Admiralty Place
London
SW1A 2DY
Dear Minister
Senior Independent Director Recruitment - Post Office Limited
Our current SID, Ben Tidswell, is due to step down from the Board on 26 July 2024,
when his term expires. Ben is currently the Chair of the Remediation Committee,
a member of the Remuneration and Nominations Committees and he is also the
Senior Independent Director (SID).
Iam writing, therefore, to seek Shareholder consent to commence an appointment
process for a new SID to join the Post Office Board to fill the vacancy that will arise
on Ben’s departure. Shareholder consent is sought for:
e the proposed SID role description and associated fees (see appendix 1);
e the proposed recruitment process and timetable (see appendix 2);
e the constitution of an interview panel that will comprise myself, Lorna Gratton,
the Shareholder representative, Saf Ismail, one of our Postmaster NEDs, and
an independent assessor (sourced with the support of UKGI); and
e the appointment of an external agency to support the search.
Role description and fees
The role description is attached at appendix 1 and reflects discussions I held with
the Directors to inform our search. In summary, there was an overall consensus
that the SID should be an external appointment and it is proposed that the search
should be open to candidates from a wide range of backgrounds, whether from
within the corporate or commercial sector, and that public sector experience gained
1
UKGI00049047
UKGI00049047
at Executive or Non-Executive Director level would be of value. The skills and
competencies we are seeking will complement the skills mix on the Board, ensuring
we continue to have a capable and diverse set of backgrounds and experience from
which we can draw as the Post Office delivers against its strategic priorities and as
it balances remediating for past failures and driving forward transformation and
change.
It is proposed that the appointment should be for an initial term of three years and
the remuneration should be £35,000 per annum for the NED role, with an
additional fee of £5,000 per annum for the SID role; these fees are in line with the
current agreed levels.
Appointment process
The proposed appointment process for the new SID is attached at appendix 2; it
follows the approach agreed previously and reflects the requirements of the
Governance Code on Public Appointments, which while not formally applicable to
Post Office, we use as our reference guide.
In line with the 2018 UK Corporate Governance Code, and the expressed desire
and commitment of the Directors, the appointment process will be rigorous,
transparent and based on objective criteria. The appointment will be on merit from
a search that will promote diversity of gender, social and ethnic backgrounds as
well as cognitive and personal strengths.
The timetable anticipates that we will seek Shareholder consent to the appointment
of the preferred candidate in May 2024, with a start date in June or July 2024,
after completion of all necessary due diligence and vetting checks.
Executive Search agency
It is proposed that the search is supported by specialist external recruitment
provider, Gatenby Sanderson. As a provider on the Crown Commercial Services
Framework, POL is able to make a direct award of contract, the terms of which will
be standard. Gatenby Sanderson has a proven track record in Non-Executive
Director recruitment, both in the public and private sector and know POL and the
Shareholder well, having supported previous Non-Executive Director recruitment
successfully. Importantly, we are confident that Gatenby Sanderson is able meet
our brief to attract a diverse range of candidates.
Composition of the Board
I will be writing separately in relation to the recruitment of our next Postmaster
Non-Executive Directors which, by the nature of that recruitment, will be subject
to a discrete process and for which there are particular timing considerations. That
said, we will maintain oversight across both processes to ensure we manage the
dependencies, as necessary. This includes the timing of the ultimate appointments
and the implications, among other things, for onboarding and for assigning
membership across our different Board Sub-Committees.
UKGI00049047
UKGI00049047
I look forward to hearing from you.
Yours sincerely
Henry Staunton
Chairman
Post Office Limited
UKGI00049047
UKGI00049047
Appendix 1
Senior Independent Non-Executive Director Job Description
Job Title: Non-Executive Director Base Pay: £40k
Department: Non-Executive Directors (NEDS) Hours:
Reports to: Chairman
Background
With over 11,500 branches, Post Office has the biggest retail network in the UK.
99.7% of the population live within three miles of a Post Office and 4,000 branches
are open seven days a week. It is looking to modernise and transform its
operations to keep pace with changing consumer preferences.
Post Office’s public ownership is founded on its social purpose and the requirement
to maintain its network of branches. Post Office Limited is wholly owned by the
Secretary of State for the Department of Business and Trade who holds a special
share in the Company.
The majority of its branches are run in partnership with retail partners on a
franchise basis. It plays a key role in communities, often as a central hub for towns
and villages, supporting local economies and small businesses and providing
access to essential services and a meaningful source of social interaction, to more
vulnerable members of society.
Post Office offers a vast range of products and services, but it is simplifying its
customer proposition with a focus on its cash and banking; mails and parcels;
foreign exchange; and bill payment services.
Post Office plays a key role on the high street, with research indicating that visits
to the Post Office help drive another 400 million visitors to other shops,
restaurants and local businesses. This adds up to an estimated £1.1 billion in
additional revenue for High Street businesses.
Post Office is working to resolve past failures and fundamentally reform its culture,
practices and operating procedures, and forge an open and transparent
relationship with the thousands of Postmasters providing customers with vital
services in the UK’s communities.
Transformation is critical to the Post Office’s future. You will join us during a
hugely ambitious challenge to reshape our services in the face of rapid and
fundamental shifts in consumer and business behaviour. We are under no illusions
on the scale of this challenge, but see huge opportunity to evolve built on the
foundation of our rich history. It is the only retailer with a presence in each nation
and every community across the UK and it needs to adapt its branch network to
UKGI00049047
UKGI00049047
reflect the way people live their lives today. Prioritising strong and trusting
relationships with all Postmasters will be critical to this.
Post Office is growing its network, making sure it has the right branches in the
right locations nationwide. It is innovating in Mails, working with more carriers
and delivering more of what customers want and small businesses need.
The Post Office’s Everyday Banking services in partnership with over 30 banks,
building societies and credit unions mean that 99% of customers can access their
High Street bank account securely and conveniently over the counter at their local
Post Office for cash withdrawals, deposits and balance enquiries. Post Office is also
committed to safeguarding 1,400 free-to-use ATMs across the UK, helping anyone
who wants cash to get it which ever way is most convenient.
Post Office aims to secure free, convenient and reliable access to cash in every
community. It will build commercial partnerships to launch new products and
services in branches and online. It will invest in new branch technology for
Postmasters and online for their customers. And it will bring value for the
Government Shareholder with a successful, profitable and efficient business.
The Board
The Post Office Board currently consists of the Chair, five independent Non-
Executive Directors, two Postmaster representative Non-Executive Directors, a
Shareholder appointed Non-Executive Director, a Chief Executive Officer and a
Chief Finance Officer.
(Insert Bios)
Main Duties and Responsibilities
The primary role of the Senior Independent Non-Executive Director will be to:
« Demonstrate commitment to Post Office’s role as a commercial business that
delivers a social purpose and is seeking to build a modern franchise in
partnership with its Postmasters and multiple partners.
e Participate in the development of Post Office’s strategy and oversee its
implementation.
e¢ Contribute positively to the Board’s discussions and decision-making, applying
intellectual rigour, displaying good judgement, considering the impact of
decisions on different stakeholders and providing constructive challenge and
support to management.
e Bring knowledge, experience and expertise to shape how the business develops
e Provide oversight of and receive assurance on the operation of the business,
its compliance with law and regulation, risk management and internal controls
e Provide leadership on the values and culture the company seeks to promote,
including its engagement with Postmasters, customers, employees, suppliers
and shareholder.
e Monitor the performance of management in meeting agreed targets and
objectives.
UKGI00049047
UKGI00049047
e Demonstrate high standards of integrity and behaviour expected of a director
of a government owned company (with reference to the guidance on roles,
expectations and responsibilities for public body Non-Executive Directors:
https ://www.gov.uk/government/collections/public-bodies-non-executive-
directors-principles-and-standards - which includes the 7 Principles of Public
Life: https://www.gov.uk/government/publications/the-7-principles-of-public-
life/the-7-principles-of-public-life--2).
Experience and Background
The Post Office is committed to having a well-rounded Board that reflects society.
We encourage candidates who can share varied perspectives that will bring
insights and experiences to the Board, so we are best able to meet the changing
needs of our customers, Postmasters and Shareholder.
Ideally, candidates will have:
e A successful track record and experience in at least one of the following
disciplines:
— HR and organisational development.
= Transformational change.
- Data, digital, technology, cyber and systems development.
— Commercial.
= Diversity and Inclusion.
— Finance.
e Ademonstrable understanding of the central government environment, gained
through a close working relationship with the sector, previous Non-Executive
and Board level experience, or as a senior leader within an executive capacity.
e A strong track record and experience of operating successfully as a Non-
Executive Director, with a sound appreciation of effective governance and a
demonstrable track record of influencing transformational change.
« A commercially focussed outlook together with a commitment to delivering
Post Office’s social purpose and alignment to our values.
e Strong analytical skills, resilience and enthusiasm, as these will be critical to
supporting the development of a modern franchise in partnership with our
Postmasters and multiple partners.
UKGI00049047
UKGI00049047
Appendix 2
Recruitment process and timeline:
Action Internal POL I POL NomCo POL Board DBT/ Timing
support Shareholder
1. I Agree NED/SID
role description
and appointment
process
(including
appointment of
the search Co Sec / v
agency and People
members and
remit of Interview
Panel) for
recommendation
to the
Shareholder.
2. I Make application
to the
Shareholder for v By 7
approval of the Co Sec consent December
role description required 2023
and appointment
process.
3. I Receipt of By 12
Shareholder Co Sec December
approval. 2023
4. I Hold kick-off
meeting with People
search agency.
5. I Commence
advertising People
period.
6. I Search agency to
undertake
search. At
conclusion of
advertising period
draw up longlist
and shortlist.
Settle shortlist.
7. I Search agency to
conduct due
diligence on
shortlisted
candidates in line
with
Shareholder’s
requirements.
28
November
2023
January
2023
January
2023
February
People to March
2023
March
People 2023
Confidential
UKGI00049047
UKGI00049047
POL’s Group
General Counsel
to undertake
review of
shortlisted
candidates CVs to
assess for
conflicts.
GC/ Co Sec
/ People
March
2023
Interview Panel
to conduct
interviews with
the shortlisted
candidates.
March to
April 2023
10.
Interview Panel
to make
determination as
to preferred
candidate.
People
April 2023
11.
Seek written
consent/approval
to the proposed
appointment of
the preferred
candidate.
Co Sec
v
Prior
consent
required
May 2023
Undertake POL
due
diligence/vetting
checks.
Co Sec
May to
June 2023
Issue letter of
appointment,
start on-boarding
process and
arrange induction
programme.
Co Sec
May to
June 2023
New NED to
observe/attend
first Board.
June/July
2023
Confidential