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From: Andrew Parsons!
To: Jane MacLeod < 4, Rodric Williams
t-
Ce: Mark R Di Patrick Bourke
4A.FID26896945]
Date: Tue, 24 Apr 2018 18:29:13 +0000
Importance: Normal
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Jane
A few comments below from me — embedded alongside yours below in red.
Kind regards
Andy
Andrew Parsons
Partner
Womble Bond Dickinson (UK) LLP.
WOMBLE womblebonddickinson.com
BOND
DICKINSON ¥®
From: Jane MacLeod [mailto:
Sent: 24 April 2018 17:48
To: Andrew Parsons; Rodric Williams
Cc: Mark R Davies; Patrick Bourke; Ben Foat
Subject: FW: Litigation and Appointment - next steps - STRICTLY CONFIDENTIAL
All
As most of you are aware, we have the briefing for Tom Cooper tomorrow on the Postmaster Litigation.
This is being provided in hi: city as a director — and therefore as a member of the Board sub-
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committee. However it appears that he is also bringing Stephen Clarke who is one of the team at UKGI.
Stephen is not subject (yet) to any duties/obligations. Richard Callard is also likely to attend. Richard is no
longer a director, however I don’t expect that we will say anything that Richard hasn’t previously heard
(whatever the capacity in which he heard it!)
Tomorrow’s briefing
Tom has been appointed as a director, but we have not yet agreed his letter of appointment, so my view is
that the default position is that he owes the normal duties of a director to POL. This puts him personally in a
difficult position, as his ability to brief UKGI/BEIS is therefore unclear, and we have not yet agreed:
The litigation protocol which is designed to protect confidentiality and privilege;
The framework agreement between POL and UKGI which should set out the operating relationship between
the two organisations — including confidentiality obligations, and
Tom’s appointment letter, as he has requested that it references the confidentiality obligations set out in the
framework agreement, rather than having duties specific to him.
So, any ‘document’ that we wish to provide Tom/Stephen tomorrow must be marked to show that it is:
The property of POL
Private and confidential; and
If relevant — subject to legal privilege and therefore not to be copied, emailed or otherwise shared by the
recipient.
Litigation protocol
My comments on the revised protocol are set out below (and the paragraph number refer to their marked up
version attached). Please let me know asap whether you have any comments?
Recitals A-E and elsewhere: Changes to ‘Secretary of State’ from BEIS - OK
Para I —I would prefer that this was structured ‘they shall not ... except in compliance with ...’ , rather
than saying “there will be no limitation ... subject to ...” but suspect we can probably live with their
wording?
Para 3 — "Comprehensive" updates is a high standard — could we add "on matters discussed at the sub-committee" so
to give it some restriction?
Para 5: - this whole paragraph is new. Previously we stated that we would offer a briefing to UKGI Legal
after any Board Sub-committee update. We can probably live with the spirit of this new paragraph provided
that:
o The obligation to notify is ‘promptly’ not ‘immediately’ (note that they have used ‘promptly’
in para 1.6.2 of Appendix B instead of ‘immediately’)
o We only notify developments/potential press coverage etc that are material
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o They should not have the right to require changes to the Board committee meeting dates
o Iam very reluctant to agree to ad hoc reporting over and above that which goes to the
Board/Committee, or which is required under (new) 6. If they insist, then we will keep it
under review and if we feel it is excessive, we will ‘complain’ and, at a minimum, suggest
they pay for it.
Para 6 — In practice we have always done this, so it’s difficult to say no, however my challenge would be
where the ad hoc queries come from — otherwise we could be required to respond to anything! Also, POL,
should not be required to provide privileged information if it is intended to be used for public dissemination.
Para 8 — obligation on us to mark information as ‘confidential/subject to privilege’ — I think we should do
this anyway. I wouldn't agree to this. Something will slip through that is not marked "CONFIDENTIAL"
and UKGI will then be free to disclose it. Better that we assume everything is confidential unless POL says
otherwise. I am more concerned about a blanket agreement to provide them privileged information without
looking at it on a case by case basis. Also, this only refers to UKGI complying with Appendix B — it should
also refer to the Secretary of State.
Timetable — need to update this as its already changed (and parts of it are completed in any event)
Appendix B
o 1.1 ‘directly’ — disagree as I’m not sure what information to be supplied under the protocol
(which is all about the litigation in any event!) would relate ‘directly’ as compared to
‘indirectly’.
o 1.2/1,3.2 —are these now circular? Suggest we repeat the ‘common purpose’ from Recital C?
Agreed
o 1.3.5 — includes ‘professional advisers’ whereas 1.6.1 has not included that wording —I think
this is their error.
o 1.5 —‘outside of their respective organisations’ — disagree. The obligation under clause 1.3
should be: ‘... are aware of the relevant obligations under clause 1.3 of this agreement not to
.. disclose any Confidential Information ... except in accordance with this agreement .’
°
1.7.5 — ‘legally’ means we end up having an argument as to what this means. NDAs often
phrase this along the lines that the information is acquired in circumstances that do not
constitute a breach of the obligations of confidentiality ...
o 1.7.6 —all probably ok? No — this needs to be limited in respect of privileged material. I
would add at the beginning of this para "Save where the information is privileged". This also
applies to 1.7.7. Note — it doesn't apply to 1.7.1 — 1.7.5 as in those scenarios privilege will
have already been lost.
°
1.8/1.[6] (should be 1.9) — clause references have gone awry
°
[1.7]/1.9(a) — should inform us ‘promptly’ of receipt (as otherwise we can’t comply with time
limits in (b))
o [1.8]/1.10 —I don’t like ‘have regard to’ but suspect that we can’t object to this?
Many thanks,
Jane
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e Jane MacLeod
Group Director of Legal, Risk & Governance
Ground Floor.
20 Finsbury Street
LONDON
EC2Y 9AQ
Mobile number:
From: Lambert, Helen - UKGI [mailt
Sent: 19 April 2018 17:07
To: Rodric Williams ¢
Jane MacLeod
“; Callard, Richard - UKGI
ent - next steps - STRICTLY CONFIDENTIAL
Rodric, Jane
Thank you for your draft protocol, a revised draft is attached.
As you indicate below, the case is being proactively managed by the Sir Peter Fraser and as such the
timetable is liable to change dramatically. Because of this, we were somewhat uncomfortable with the fact
that there would be over two months between dates on which BEIS/UKGI would receive a formal update. To
alleviate this, we have suggested a provision that allows BEIS/UKGI to be informed of any material change
in the timetable.
We have also clarified somewhat the information which can be disclosed to BEIS/UKGI by Tom Cooper, to
ensure that his role on the Board and Sub-committee can be properly utilised, as well as suggesting measures
to allow for more expedient sharing of privileged information. We would consider that assessing this
information on a case-by-case basis would be disproportionate in the context of the relationship between
BEIS, UKGI and POL.
Finally we have requested that legal counsel is provided with written updates to ensure that BEIS/UKGI is
able to keep a strong and accurate audit trail in respect of its oversight of the litigation.
We trust that the wording in this protocol assists with your concerns in respect of disclosure of legally
privileged information more widely.
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We would be happy to discuss these points with you in person or over the phone.
Separately, we have noted that Tom Cooper has been appointed to the board. We assume that you are
therefore content with the proposed appointment attached (which I sent to you on 23 March 2018). Is it
possible to arrange for this appointment letter to be issued?
Kind regards
Helen
Helen Lambert I Legal Secondee
UK Government Investments
1 Victoria Street I London I SW1H OET
From: Rodric Williams [mailto: ]
Sent: 27 March 2018 18:44
To: O'Neill, Elizabeth - UKGI:
~GRO__
+ Patrick Bourke
_. Callard, Richard - UKGI
per, Tom - UKGI {7
; Lambert, Helen -
nt - next steps - STRICTLY CONFIDENTIAL,
Elizabeth,
Thank you for sending through your draft protocol identifying the touchpoints in the Post Office Group
Litigation on which you would like visibility.
Your touchpoints overlap substantially the matters on which we will be reporting to our Board of Directors
as part of our governance for managing the litigation and its risks. That governance includes the
establishment of a Board Subcommittee to receive legal advice on Post Office’s defence as the litigation
proceeds. Tom Cooper, BEIS/UKGI’s shareholder representative on the Board, is a member of the Litigation
Subcommittee, which will meet shortly before full Board meetings so as to provide the full Board with
contemporaneous, focussed updates.
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In addition to the updates BEIS/UKGI will receive through its Board and Litigation Subcommittee
representation, we are also happy to provide updates on the litigation to BEIS/UKGI’s legal advisors. These
should be done in-person or via telephone conference call, immediately following the full Board meetings to
ensure continuity and consistency of reporting.
The above approach is reflected in the attached revised protocol, which is designed to protect Post Office’s
claims to legal professional privilege and attaches as appendices:
- areporting timetable prepared around key stages in the litigation and our Board’s calendar; and
- the obligations which will accompany the disclosure of confidential information.
Please note that the litigation timetable is very likely to change in response to the proactive case management
being applied by the Managing Judge Sir Peter Fraser. It is also likely to change as the parties respond to
developments in the litigation itself. We do not however propose to make any changes to scheduled update
meetings unless they require Post Office to consider materially changing its approach to the litigation.
We look forward to receiving your comments on our draft. I am very happy to discuss those in person or
over the telephone if you would find that easiest.
With kind regards, Rodric
Rodric Williams
Head of Legal - Dispute Resolution & Brand
20 Finsbury Street
2017 Winner of the Global
Postal Award for Customer
Experience
From: O'Neill, Elizabeth - UKGI [mailt
Sent: 01 March 201
To: Patrick Bourke +
Ce: Jane MacLeod < GRO ; Rodric Wi
: GRO... iCallard, Richard - UKGI
Tom - UKGI <j GRO ; Lambert, Helen - UKGI
Subject: Litigation and Appointment - next steps
Patrick, Helen,
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Thank you for your time last week.
As discussed, I attach a standard form litigation protocol along the lines of what we would propose to submit
to the Permanent Secretary. As you will see, this sets out various touchpoints in the litigation process, and
the steps we intend to take to ensure the Permanent Secretary remains fully informed at each salient point.
If you are able to provide more detail on the litigation timetable, or indeed if you have any comments or
suggestions, we would be happy to amend the protocol bespoke to the current litigation.
Separately I’d be grateful, as I indicated in my email to Helen on Monday, if in anticipation of Tom Cooper’s
appointment, you could let me know if you intend to agree an NDA similar to the one you have with
Richard, and if so, forward me the proposed text so that Tom and I may consider.
Kind regards,
Elizabeth
From: Patrick Bourke [mailtd
Sent: 23 February 2018 15:10
To: O'Neill, Elizabeth - UKGI <_ GRO +
Ce: Jane MacLeod < ___.... GRO ;Rodric Williams
4 GRO. f, Callard, Richard - UKGI 4 GRO
Subject: Litigation Meeting
Dear Elizabeth
It was a pleasure to meet with you this morning.
I just wanted to confirm that we have understood the need for an appropriately structured information flow in
relation to the matters we discussed earlier, and agree that some form of protocol to govern those
arrangements makes very good sense.
While recognising that there is no set format in this regard, it would nonetheless be helpful for us to draw
inspiration from similar arrangements you have put in place with other ALBs. You kindly offered to share
something with us for that purpose.
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We will come back to you with our take on how this might work best in our case, having regard to the
particularities of our governance arrangements and the litigation itself.
In the meantime, do please feel free to get in touch if there is anything you'd like to discuss.
Kind regards
Patrick
° Patrick Bourke
Corporate Affairs Director
1t Floor
20 Finsbury Street
2017 Winner of the London EC2Y 94Q
Global Postal Award for
Customer Experience
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