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Witness Name: Charles Hunter Donald
Statement No: WITN10770400
Dated: 26 September 2024
POST OFFICE HORIZON IT INQUIRY
FOURTH WITNESS STATEMENT OF CHARLES HUNTER DONALD
I, CHARLES HUNTER DONALD, will say as follows:
Introduction
1. This witness statement is made in response to the Inquiry’s Rule 9 Request
dated 1 August 2024 in which I am asked to set out changes made within UKGI
to address the issues raised by Fraser LJ in the Bates & Ors litigation and/or
from the evidence arising from the Inquiry, including changes to structures,
processes, procedures, management and culture. I have also been asked to
set out in this witness statement any other matters that I consider it may be
appropriate to draw to the attention of the Chair.
2. My career history is set out at paragraph 1 of my first witness statement dated
19 February 2024 (WITN10770100). As I explain there, I was appointed Chief
Executive (“CEO”) of UK Government Investments (“UKGI”) in February 2020,
and took up my position in March 2020. I therefore have less direct knowledge
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of the background to relevant changes occurring before February 2020 as I was
not necessarily directly involved in their design or implementation.
I have drawn on the institutional memory of the organisation, as conveyed to
me through communications with UKGI members of staff, and the provision of
relevant documents. I have also been assisted by Eversheds Sutherland
(International) LLP, the recognised legal representatives for UKGI in the Inquiry.
This statement first summarises the process followed by UKGI to learn lessons
from the issues being examined by the Inquiry, and to incorporate learnings into
its corporate governance practices within its comprehensive set of Portfolio
Operating Principles and associated guidance. It then explains the corporate
governance and training frameworks that existed for UKGI’s Shareholder
Teams and Shareholder Non-Executive Directors (“Shareholder NEDs”) as at
the time of the judgments of Fraser LJ (the “GLO Judgments”), and how they
have been developed subsequently. This statement then goes on to address
a series of specific aspects of the way in which UKGI discharges its corporate
governance functions (in relation to POL and more generally) which are
relevant to the issues identified in the GLO Judgments and the evidence heard
during the course of the Inquiry, with particular focus on the changes that have
been made since 2019. Whilst many of the changes that I address are
necessarily of general application, in that they apply to the discharge of UKGI's
Shareholder role across its whole portfolio of arm’s length bodies (‘Portfolio
Asset” or “Asset”), several are concerned with POL specifically and reflect the
particular circumstances of that Asset.
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5. Several of the areas I address in this statement, and the changes made by
UKGI since 2019 in those areas, are covered, at least to some extent, in my
first three witness statements, dated 19 February 2024, 26 April 2024 and 2
May 2024 (WITN10770100, WITN10770200 and WITN10770300 respectively).
I have incorporated the relevant parts of those statements below and have
sought in this statement to provide a comprehensive account of the changes
made by UKGI in the period since the GLO Judgments which are likely to be of
relevance to the Inquiry.
UKGI’s Reflections and Lessons Learned
6. Ensuring that UKGI learns lessons from the GLO Judgments and the evidence
to the Inquiry, and takes appropriate action in response to those lessons, has
been a core priority for me since my appointment in March 2020. I was clear
from that point that the organisation must provide the Inquiry with the fullest
possible assistance and that we must extract the greatest possible learning
from this process to improve our approach and become a more effective
organisation. I met with Sir Wyn Williams, the Chair of the Inquiry, on 16
December 2020, to give him my personal assurances on these matters.
7. Since then, I have followed the evidence closely, including attending the Inquiry
hearings on numerous occasions, and receiving regular updates on the
progress of the Inquiry. In addition, UKGI, through its POL Shareholder Team
(including the POL Shareholder NEDs), has monitored POL’s response to the
GLO Judgments and the evidence that has been given to the Inquiry and I
describe at paragraphs 36 to 40 of my second witness statement
(WITN10770200) the extensive activities of the Shareholder NEDs in this
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regard. Both Tom Cooper and Lorna Gratton are my direct reports, and I have
met with them very regularly over the course of the last four years, in part so
that I can ensure that I am kept up to date with the remediation work being
undertaken by POL.
As CEO, I am the sole executive on the Board of UKGI. The Board has
maintained a close and detailed interest in the evidence that has emerged
during the course of the Inquiry. I prepare a CEO report for each UKGI Board
meeting. Since the start of my CEO tenure in March 2020, other than a very
small number of subject-specific Board calls, there has only been one UKGI
Board meeting where POL and/or the Inquiry has not featured in either my CEO
report to the Board, or as a separate item on the agenda for the Board meeting.
In addition, in September 2020, the UKGI Board formed a working group
specifically tasked with examining the issues raised by the Inquiry in detail,
including UKGI’s engagement with the Inquiry and response to lessons learned.
As described at paragraphs 137 to 140 of the witness statement of Robert
Swannell, former Chair of the UKGI Board (WITN10800100), the UKGI Board
identified at an early stage the need to commission a review of the available
evidence, in order to determine the chronology of relevant events as regards
UKGI and the POL Board, and to identify lessons that could be learned.
The UKGI Board tasked UKGI’s legal team with this undertaking. This process
resulted in the production of a number of drafts of an internal review document
(‘Internal Review”), which included suggestions for potential areas of
improvement in respect of UKGI’s corporate governance policies and practices.
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The drafts of the Internal Review were disclosed to the Inquiry, along with the
documentation references in the report, in the course of Phases 5&6.
11. There were then two further workstreams initiated by myself and the Board:
a. A thorough process of reflection was undertaken within UKGI, including
by the Board working group, based on the preliminary findings of the
Internal Review. This was distilled into the identification of the five key
themes that were set out in UKGI’s Opening Statement to the Inquiry in
November 2022 (SUBS0000006). In summary, those themes covered:
(i) the balance between Shareholder visibility and Asset commercial
independence; (ii) whistleblowing; (iii) culture; (iv) oversight of litigation;
and (v) separation between the shareholder and policy functions. I will
not repeat the substance of the analysis of these themes as set out in
the Opening Statement, but I will return below to their practical
application to the way in which UKGI discharges its corporate
governance responsibilities, in relation to POL and more generally.
b. An exercise was undertaken by a combination of UKGI’s legal and
corporate governance teams to embed the lessons learned (from the
Internal Review exercise and the evidence to the Inquiry) in UKGI’s
practices, policies and procedures to the extent that they could be
operationalised and in a manner consistent with theme (i) above. This
work, which I describe in further detail below, included the development
of revised and updated corporate governance policies and procedures,
the provision of enhanced training and guidance to Shareholder Teams
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and Shareholder NEDs, and an updated approach to the appointment
and development of Shareholder NEDs.
12. The progress made by UKGI in these respects was summarised in a paper
produced for the UKGI Board on 7 November 2023 (UKGI00049048), by
reference to the five key themes identified in UKGI’s Opening Statement
(SUBS0000006) and the larger number of specific issues highlighted by the
Internal Review exercise. The paper makes clear that progress had been
extensive and that a very considerable amount of work had been done to
embed the lessons learned from the GLO Judgments and the evidence to the
Inquiry in UKGI's practices, procedures, training and guidance. However, UKGI
will, of course, continue to consider carefully whether there are additional
changes and revisions that it should make as a result of further evidence to the
Inquiry, and ultimately the Inquiry’s final report.
UKGl’s Internal Corporate Governance — Principles and Guidance
13. By way of background, since at least 2007 the Shareholder Executive
(“ShEx”)/UKGI has had in place internal corporate governance/best practice
guidance relevant to the exercise of its Shareholder NED and Shareholder
Team responsibilities. These reflect the division of responsibilities as between:
(i) the Asset in respect of which UKGI advises the sponsor Department and
exercises agreed Shareholder functions and/or appoints a Shareholder NED
(the “Portfolio Asset”); (ii) the sponsor Department; and (iii) UKGI. By way of
example, I referred in my third witness statement (WITN10770300) to the 2007
ShEx Handbook and to guidance on board effectiveness reviews. This
guidance has been periodically updated over time.
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14.
15.
16.
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As UKGI has developed, Departments have engaged UKGI in respect of an
increasingly broad, diverse and complex portfolio of Assets. In addition, the
requirements of Government Ministers and their Departments in respect of
Assets can vary. For this reason, there are areas where the relevant guidance
cannot be overly prescriptive. It is important that UKGI is able to perform its
corporate governance function by reference to the specific requirements of
each Portfolio Asset and sponsor Department.
In early 2019, and prior to the handing down of the first of the GLO Judgments,
UKGI began a multi-phase Governance and Portfolio Project (“GPP”). A paper
produced for the March 2019 UKGI Board meeting (UKGI00049050) set out
some of the drivers of this project. It noted that over the preceding decade
there had been a material increase in the extent of UKGI’s corporate
governance activities. In 2007, ShEx had 17 Portfolio Assets and by 2019 this
had grown to 24 Portfolio Assets. UKGI provided Shareholder advice as well
as a Shareholder NED board member for 13 of these Portfolio Assets. The
demands on UKGI’s corporate governance function had therefore increased
considerably.
A key driver of the GPP was that UKGI perceived that there was a lack of clarity
across both government and its Portfolio Assets as to UKGI’s Shareholder role.
An explanatory document produced in August 2019 (UKGI00049049), to which
I refer further below, explained that, “the ‘Shareholder Role’ is one of UKGI’s
core areas of practice. However, it is not a widely understood concept within
Whitehall and it is not obvious how the term maps on to the bespoke world of
government arm’s length bodies (“ALBs”). UKGI/ therefore wishes to define
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17.
18.
19.
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better the parameters of its Shareholder Role, as well as articulate it more
clearly with other departments and ALBs’.
UKGI sought to implement a more comprehensive set of internal guidance that
would be the central source of knowledge as to how its Shareholder role was
to be defined and discharged, but which would provide sufficient flexibility to
meet the differing needs of the wide range of Portfolio Assets, and the differing
wishes and requirements of Departments.
In August 2019, UKGI introduced a document titled “UKG/ and Articulating the
Shareholder Role document’ (UKGI00049049). This articulated six core
principles that UKGI identified as underpinning its target model for corporate
governance of Portfolio Assets (its “Target Operating Model” or “TOM”). Work
was then undertaken to develop detailed guidance giving operational effect to
the Target Operating Model which resulted in the production of the UKGI
Portfolio Operating Principles (“POPs”), the first version of which was published
internally within UKGI in July 2020.
Before turning to the detail of the POPs, insofar as it is relevant to the issues of
interest to the Inquiry, it is important to emphasise how material and
comprehensive this exercise has been to the way in which UKGI delivers on its
corporate governance responsibilities. The POPs, together with the detailed
guidance incorporated within it, provided a readily accessible and codified set
of principles and operational guidance addressing all of the significant aspects
of UKGI’s Shareholder role and responsibilities. Although application of the
POPs will need to be tailored to the particular needs and circumstances of each
Portfolio Asset, they enable Shareholder Teams and Shareholder NEDs to
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20.
21.
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identify how the various aspects of the functions should be discharged and the
best practice guidance that will enable them to discharge those functions
effectively. It also provides a means of measuring and evaluating performance
of those functions. Whilst much of what is contained in the POPs, and the
associated guidance, is not new, collecting the relevant principles and guidance
together in a single accessible resource represents an important step-change
in the way in which UKGI ensures its effectiveness and accountability.
In addition to the six core principles, the POPs identify 40 specific activities and
explain how those activities should be undertaken. The POPs document also
references 20 UKGI-produced guidance notes and 40 external guidance notes
that relate to the performance of those activities. The POPs have been
regularly reviewed and updated since their inception. The current version,
version 4.4 (UKGI00049040), was published in March 2024.
The POPs, and guidance notes referred to therein, are therefore the core set
of guidance documentation that UKGI’s Shareholder NEDs and Shareholder
Teams are required to consult as regards the proper exercise of UKGI's
corporate governance functions. As I explained above, it was necessary for
this guidance to provide sufficient flexibility to suit the diverse range of UKGI’s
Portfolio Assets and Departmental requirements. For that reason, the activities
in the POPs are not expressed in mandatory, or overly prescriptive, terms.
However, the POPs do require that any variance in the performance of the
specified activities is known, accepted and reported. I explain the nature of this
reporting in further detail below.
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22. The POPs are extremely important to the way in which UKGI discharges its
functions and so it is critical that they are properly understood, effectively used,
and kept up to date so as to remain relevant and accurate. Accordingly, and
as described in further detail below:
a. The POPs are regularly updated — for example, as a result of updated
corporate governance best practice guidance, or learnings resulting from
issues in respect of specific Assets such as POL.
b. The POPs are covered in a standalone training session for new joiners
to the corporate governance team.
c. Each Shareholder Team regularly assesses variance against POPs as
part of UKGI’s portfolio review process (“Portfolio Review”); and
d. Variance against POPs, reasons for variance and any actions that need
to be taken as a result are recorded as described below, discussed with
UKGI’s central corporate governance team and reported as part of the
Portfolio Review process, or on an ad hoc basis as required.
23. The format of the POPs is as follows:
a. They begin with a user guide, which explains among other things that
the first step for Shareholder Teams is to understand the respective
responsibilities of each stakeholder (e.g. the sponsor Department) and
the Asset, and that they must exercise the functions established for them
in the relevant Portfolio Asset's constitutional documentation
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24.
25.
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b. Four introductory notes then follow on subjects of particular importance,
namely: (i) UKGI reporting; (ii) escalation of Shareholder concerns; (iii)
Shareholder NED responsibilities; and (iv) activities outside of UKGI’s
TOM.
c. The POPs then set out the six core principles that underpin UKGI's
Target Operating Model and break each principle down into specific
activities.
d. The POPs also contain guidance as to the performance of those
activities and, in relation to activities of greater complexity or particular
importance, refer to and incorporate stand-alone internal UKGI guidance
notes and/or external published guidance notes for the purposes of
identifying best practice in relation to the activity in question.
The POPs comply with the Sponsorship Code of Good Practice, issued by the
Cabinet Office.
The following is a non-exhaustive list of key updates made to POPs that
address specifically, or substantially, the issues with which the Inquiry is
concerned. I have structured this list in the order that these updates appear in
the POPs, and I have indicated in each case which of the six principles, or which
introductory note/guidance, the relevant updates relate to. These updates
should be viewed in the context of their surrounding text, and I have not sought
to duplicate that here:
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Introductory notes
(i) Detailed introductory note on escalating Shareholder concerns and
further intervention (pages 8-9).
(ii) Update to introductory note on activities outside of UKGI’s Target
Operating Model: UKGI’s Shareholder role should remain separate to
the Department's policy role (page 11).
Principle C: Promote strong corporate capability
(iii) I Addition to Activity 19: UKGI should encourage the Portfolio Asset to
report material litigation to UKGI on a regular basis (19.3).
(iv) Addition to Activity 20: UKGI should be satisfied that the Portfolio Asset
Board (including its Committees) is demonstrating sufficient curiosity
and rigour when it comes to interrogating whistleblowing policies and
their internal controls.
(v) Updates to the Whistleblowing Guidance Note (UKGI00044274)
regarding the types of issues/questions to consider when examining the
sufficiency of an Asset’s whistleblowing policies and procedures; and
how UKGI can consider challenging an Asset further on this (see 20.5
and associated guidance note).
(vi) Addition to Activity 21: improvements in organisational culture should be
a particular area of focus for the UKGI team. UKGI should challenge
Assets in this area and promote an effective healthy corporate culture
(21.3).
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Principle _D: Promote effective leadership (high quality boards and senior
management
(vii) Addition to Activity 23: Circumstances in which UKGI should consider,
with the Asset, the appointment of a Board adviser (23.1.3).
As well as these additions and amendments that were prompted specifically by
the POL experience and the evidence to the Inquiry, there are numerous
elements of the POPs which are directly relevant to the issues with which the
Inquiry is concerned, even though some of these elements will have existed in
the guidance that preceded the drafting of the POPs, or else their inclusion has
not been prompted expressly or solely by the GLO Judgments and/or evidence
to the Inquiry. In this regard, I would highlight the following activities in
particular:
Principle A: Establish and maintain appropriate _and_ effective corporate
governance foundations which govern the department-asset relationship.
(i) Activity 6: UKGI should seek to ensure the Department issues a Chair's
letter on an annual basis, and contribute, where appropriate, to its
content.
(ii) Activity 8: UKGI should assess the sufficiency and quality of the Asset’s
core governance documentation. The Asset should have all appropriate
governance documentation in place in order to function effectively. All
documentation should be reviewed and updated as appropriate by the
Asset's Board.
(iii) Activity 13:
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a. UKGI should interrogate the Asset as to their performance against
non-financial metrics and wider commitments, which may include
organisational health and corporate culture (13.6).
b. Non-financial performance should be reported against robust KPIs
(13.6).
c. UKGI should consider requesting independent assurance when
challenging the Portfolio Asset (13.3).
(iv) Activity 14: UKGI should promote a regular flow of management
information from the Asset to the Department, including information on
developing risks and their proposed mitigations.
Principle B: Promote effective objectives, business planning and performance
against business plan
(v) Activity 14: UKGI should also challenge the Asset on whether there is
adequate independent assurance in place for the KPIs.
Principle C: Promote strong corporate capability
(vi) Activity 17: UKGI should challenge the adequacy and strength of the
Asset's reporting on its own governance framework.
(vii) Activity 19: UKGI should promote an effective internal controls
governance framework, providing feedback as necessary on the process
by which these have been internally assured.
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(viii) Activity 20: UKGI should promote appropriate internal policies to
underpin the Asset’s governance framework and encourage the Asset
to review its own compliance with such policies. Policies should allow an
appropriate reporting process upwards within the organisation to the
Board and above into, primarily, the Department and, secondarily, UKGI.
(ix) Activity 21: UKGI should promote effective organisational health
systems and corporate culture within the Asset.
Principle D: Promote effective leadership (high quality boards and senior
management
(x) Activity 23: UKGI should encourage the Asset Board to undertake
effective succession planning for Board and senior Executive positions.
(xi) Activity 29: UKGI should encourage the Chair to conduct formal and
rigorous annual appraisals of the Shareholder NEDs, which should be
shared with UKGI and the Department.
(xii) Activity 32: UKGI should support the Chair of the Asset in developing
and undertaking an effective induction process for Shareholder NEDs
upon their appointment to the Asset Board.
(xiii) Activity 33: Whilst it is not UKGI’s responsibility to monitor the individual
effectiveness of the senior team of a Portfolio Asset, UKGI should
nonetheless have overall confidence in the senior team, and if not should
raise this with the responsible Department, and Ministers where
appropriate.
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Principle E: Promote effective relationships between the department and the
asset
(xiv) Activity 35: UKGI should build effective relationships with Senior
Executives and Non-Executives within the Asset.
(xv) Activity 36: UKGI should hold regular Shareholder meetings (at least
quarterly) with appropriate representatives of the Asset, including the
Accounting Officer, and should encourage representatives from the
Department to attend. For some Assets, meetings may be required
monthly.
(xvi) Activity 37: UKGI should encourage a robust reporting structure and flow
of relevant management information from the Asset to UKGI and the
Department; this should include financial and non-financial reporting.
(xvii) Activity 38: UKGI should provide regular reports to the Department from
the Shareholder’s perspective providing a qualitative view, including
governance concerns, internal capacity and strategic risks.
Principle F: Supporting and supplementing the activities above by providing an
experienced Shareholder NED on the Asset Board
(xviii) Activity 39: UKGI should nominate an appropriately skilled person to be
appointed to the Board as a Shareholder NED, who should also sit on
Board committees as appropriate.
(xix) Activity 40: UKGI should regularly provide a view to the Department on
the composition and performance of the Asset Board.
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27. The Inquiry will note that some of these activities refer to UKGI’s role being to
“promote” e.g. “UKG/ should promote effective organisational health systems
and corporate culture within the Asset.” This will generally signify that, whilst
the objective being discussed is a matter for the Portfolio Asset and its
Accounting Officer and Board, UKGI should nevertheless engage with the
Portfolio Asset (or Department) with the aim of ensuring that the stated
objective is achieved.
28. As mentioned above, UKGI’s Shareholder Teams are required to report the
extent to which their work is consistent with the activities specified in the POPs
in respect of each specific Portfolio Asset. This is reported (and escalated as
appropriate) via the Portfolio Review process. This generates a number of
reporting metrics including a percentage score of the extent to which the
Shareholder role for each Portfolio Asset is being performed as a variation
against UKGI’s Target Operating Model. Where activities are not yet consistent
with POPs, but UKGI considers that moving to consistency is desirable, actions
are generated to achieve this.
29. In respect of overall portfolio compliance, POL’s score as of 2023 was 93%
(UKGI00049051) . The outstanding actions set out in the underlying POL
specific table (UKGI00049052) refer to refreshing the Framework Agreement
(POL00362299) (and related documents), and I understand this is explained in
further detail in the witness statement of Lorna Gratton dated 13 September
2024 (WITN11310100).
30. In my view, the POPs set out clear and accessible guidance, which informs the
effective discharge of the functions of UKGI’s Shareholder NEDs and
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Shareholder Teams, in a practical and achievable manner. It enables
Shareholder Teams and Shareholder NEDs to identify the activities in which
they should be engaged, how those activities should be undertaken, and
provides best practice guidance for them to refer to in delivering effective
corporate governance through those activities. The POPs also provide UKGI
with a mechanism for tracking performance and identifying areas in which
further work is required. As I have sought to emphasise above, the POPs have
to be applied flexibly in accordance with the needs and circumstances of the
Asset, and it will inevitably take time for a new Asset to develop systems and
processes that comply with the POPs. That said, as a set of guiding principles
and auditable, I consider the POPs to be valuable when it comes to effectively
discharging our corporate governance functions; and they represent a
significant enhancement to the UKGI operating model.
My conviction in the usefulness of the POPs, and the importance of maintaining
and promoting them, has increased during my tenure as CEO, both as a result
of the matters being addressed by the Inquiry, and also as a result of the rapid
(and continuing) development of corporate governance requirements and
standards over the past decade or so. The corporate governance framework
applicable to a large commercial organisation such as POL has become
considerably more extensive and complex over the course of the last several
years. A comprehensive, codified list of relevant activities, supported by
subject-specific guidance, is essential, in my view, for navigating successfully
the corporate governance landscape. I believe that the POPs (along with the
process for ongoing review) are fit for purpose in this regard.
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32. It is relevant to note that, in March 2022, UKGI became a signatory to the UK
Financial Reporting Council’s (“FRC’s”) Stewardship Code (the “Code’),
demonstrating its ongoing commitment to effective stewardship practices. The
Code is written for asset owners and asset managers, as well as for the service
providers that support them, who want to demonstrate their commitment to
effective stewardship practices. To become a signatory to the Code,
organisations must submit to the FRC a Stewardship Report articulating their
stewardship philosophy and activities, demonstrating how they have applied
the Code’s Principles in the previous 12 months. The FRC assesses the report
and if it meets its expectations, the organisation will be listed as a signatory to
the Code. Both successful and unsuccessful applicants are provided with a
summary of where their reporting met the FRC’s expectations and where
improvement is required. I am pleased that UKGI has been reaffirmed as a
signatory to the Code each year since 2022.
Training, Induction and NED appointment
33. I have followed carefully the evidence given by the former POL Shareholder
NEDs to the Inquiry and I note that they have been asked to address the nature
and extent of the training they received specific to the role of Shareholder NED.
It is apparent from the evidence they have given on this issue that the provision
of Shareholder NED-specific training by ShEx/UKGI has historically been
relatively limited. In those circumstances, I hope the Inquiry will be assisted if I
deal with the important issue of the training of Shareholder Teams and
Shareholder NEDs in some detail.
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34.
35.
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One of my key objectives when I took up my position as CEO in early 2020 was
to develop the training provided to UKGI’s Shareholder Teams and Shareholder
NEDs. I felt that there was more work we could do here, as I firmly believed
that UKGI should be aiming for its Shareholder NEDs to be among the most
effective members of the boards they sat on, and I saw training and
development as a key part of that strategy, alongside a revised approach to
Shareholder NED appointment, which I discuss further below.
The principal elements of the corporate governance training available to
Shareholder Teams and Shareholder NEDs that was in place in early 2020
when I became CEO can be summarised as follows:
(i) Training from the Institute of Directors (“loD”) on the role of the Director
and the Board, and a further course for Shareholder NEDs on the role of
the Non-Executive Director. These courses were tailored specifically to
UKGI.
(ii) A detailed NED induction pack covering Shareholder NED duties and
responsibilities, corporate governance principles, key current and future
issues, Director/Board best practice points and relevant factors to
consider as a civil servant and appointee of HMG (UKGI00044299).
(iii) I NED forums, which were meetings between UKGI Shareholder NEDs to
share their experiences as NEDS by reference to specific corporate
governance topics, such as Board Reviews, Whistleblowing, and Best
Practice Board Behaviours.
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36. Whilst this package of training provided a useful basis on which to build, it was
apparent to me that there was scope to offer considerably more by way of
training and guidance. In the period since early 2020, significant progress has
been made in improving and developing the training provided to Shareholder
Teams and Shareholder NEDs. By May 2021, UKGI had developed and
delivered five new courses on core governance areas. Also in 2021, UKGI
introduced continuous professional development events for its Shareholder
NEDs, with the events that year including a session on NED considerations in
the context of whistleblowing delivered by the UKGI Legal Team and an
external law firm, and a session chaired by a highly experienced member of the
UKGI Board, who has served as Chair, Senior Independent Director, Senior
Trustee and CEO of a number of significant commercial and non-profit
organisations.
37. In 2022, I decided, together with UKGI’s Chief Operating Officer, to augment
UKGI'’s Learning and Development (“L&D”) Team through the hiring of an L&D
leader, who was tasked with building further structure and content into UKGI's
governance programme. A key focus for UKGI’s new L&D leader was training
that would enable UKGI’s Shareholder Teams and Shareholder NEDs to
understand not just how to perform their role technically (e.g. learning the duties
of a Non-Executive Director) but also to develop training in more nuanced
areas, such as identifying indicators that may imply a cultural issue, and how to
optimise their behavioural style in the boardroom.
38. The financial year 2022/23 saw important updates to UKGI’s corporate
governance training. These included the introduction of:
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(i) The Shareholder NED Professional Development Programme: A series
of full or half day professional development events held each year,
designed specifically for UKGI Shareholder NEDs and hosted by highly
experienced NEDs and corporate governance experts. Examples of
training seminars that have formed part of development days to date
include:
a. “Adding value throughout the NED lifecycle: Making an impact as a
UKGI Shareholder NED and Understanding and building effective
Board capability and capacity”
b. “Assessing and challenging organisational performance through
effective leadership”
c. “Assessing the Board”
d. “Culture and crisis”
(ii) The Aspiring Shareholder NED Development Programme: This
programme is offered to high performing UKGI employees interested in
becoming a Shareholder NED. They are invited to participate in training
sessions that seek to replicate the Shareholder NED Professional
Development Programme, as well as Shareholder NED training such as
the loD element of the NED training.
(iii) I An updated corporate governance “training ladder’, now referred to as
the Corporate Governance Development Programme (the “CGDP”).
The content of CGDP is re-assessed each year. At present, it includes
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(iv)
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mandatory training for all new starters within a Shareholder Team as
follows:
a. Corporate Governance Induction.
b. loD training: Role of the Director and the Board.
c. Accountability and Governance for HMG’s ALBs.
d. Understanding and using the UKGI Target Operating Model/POPs.
e. Effective Risk Management.
f. Whistleblowing.
The CGDP also includes mandatory thematic training on additional
topics for its Shareholder NEDs/Shareholder Teams, which change each
year:
a. For 2023 to 2024 additional training topics included: (i) a workshop
on culture; and (ii) training on ESG.
b. For 2024 to 2025, additional training topics include: (i) two-part
training on setting up Assets; (ii) top-up training on the refreshed
POPs; and (iii) Post Office Lessons Learned.
The “View from the Chair” series. These are events run approximately
every two months in the form of seminars featuring a highly experienced
external Chair in conversation with UKGI staff (including Shareholder
NEDs), covering a variety of governance issues such as challenges in
the boardroom and non-executive best practice. There is an opportunity
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to ask questions and benefit from the practical experience of senior
Chairs with FTSE 100 backgrounds.
39. In addition, from late 2022, UKGI increased the regularity of Shareholder NED
forums, which are now held monthly. I believe these have been, and continue
to be, good opportunities for Shareholder NEDs (including the POL Shareholder
NEDs) to share challenges, learnings and views of best practice. Recent
forums have covered topics such as: (i) managing underperformance on a
Board; (ii) the role of the General Counsel; and (iii) how Boards define culture.
40. UKGI also hosts a monthly corporate governance group meeting to share and
discuss developing best practice in corporate governance. These meetings are
open to everyone at UKGI, but clearly are most relevant for the Shareholder
Teams, and each Team should ensure that a minimum of one representative
attends the meeting.
41. I have been keen to ensure that UKGI develops and maintains a database of
learnings and guidance from these ongoing training/learning programmes. For
Shareholder NED forums, these are recorded in notes that are available on
UKG’s intranet. For the “View from the Chair” series and the Shareholder NED
Professional Development Programme days, speaker sessions are recorded
and retained whenever possible (with the speaker's consent).
42. Through these interactive learning programmes, UKGI is able to: (i) benefit from
the practical wisdom and guidance of among the most seasoned Chairs, Non-
Executive Directors and corporate governance experts in the UK; and (ii) retain
this wisdom and insight for the benefit of both its current and future Shareholder
NEDs.
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43.
44.
45.
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In my experience, the centralisation of corporate governance expertise within
UKGI has been valuable in obtaining high-quality training from senior people of
the type I have described above. I think it would be much harder to secure the
participation of, for example, senior FTSE 100 Chairs, if the corporate
governance function was fragmented across different parts of government. I
also consider that the centralisation of corporate governance expertise within
UKGI has the significant additional benefit of promoting the sharing of
experience between Shareholder NEDs and Shareholder Teams, along with
the development of a corporate memory of how difficult issues have been dealt
with in the past.
I have also introduced NED “peer support” groups in the form of (approximately
bi-monthly) meetings of small groups of Shareholder NEDs, where they are
able to raise any issues they wish to discuss in smaller and/or more informal
spaces. Furthermore, the POPs and associated guidance notes provide
detailed guidance as to Shareholder NED roles/responsibilities and their
effective discharge: see for example, the UKGI NED Guide (UKGI00044309).
In addition, an important part of my role is maintaining regular dialogue with
UKGI’s Shareholder NEDs to discuss their roles and their Boards and, as a
route of escalation, where there may be issues that they wish to draw to my
attention. I meet with my direct reports on a monthly basis at a minimum and
usually more frequently. That meeting will invariably include a discussion on
their respective Shareholder NED roles. Meetings with other Shareholder
NEDs, who are not my direct reports but who report into my direct reports (and
therefore who are also a discussion point in my direct report meetings), are
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46.
47.
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fixed on an ad hoc basis. All the UKGI Shareholder NEDs know that I will
always make myself available to discuss such issues and that the frequency of
those meetings can, and will be, increased where a specific issue needs to be
addressed.
As to recruitment and appointment practices, UKGI has adopted, since my
appointment as CEO, an increasingly structured approach to: (i) the hiring of
UKGI staff with corporate governance or Board experience; and (ii) the cadence
of Shareholder NED appointments, such that they are appointed first to less
complex Assets before proceeding to larger and more complex Portfolio Assets.
By way of example, Lorna Gratton (the current POL Shareholder NED), joined
UKGI with existing Board experience, having been on the Board of Trustees of
Teach First for six years. She was then first appointed to the Board of Sheffield
Forgemasters (a UKGI Portfolio Asset), for approximately 18 months, before
progressing to the more complex and challenging role of Shareholder NED on
the POL Board. This is a model we have followed in recruiting other individuals
into UKGI with prior Board experience and I believe it to be effective in ensuring
that we have high-quality, experienced NEDs across our portfolio of Assets.
I have reflected carefully on the structures UKGI now has in place for the
recruitment, appointment, training, mentoring and support of our Shareholder
Teams (including Shareholder NEDs) in light of the evidence given to the
Inquiry. I am confident that these structures constitute a significantly enhanced
package to the one that was in place at the time of the GLO Judgments. In
particular, UKGI now has a strengthened programme of ‘set piece’ and
‘continuous learning’ training, overseen by a dedicated L&D leader. We also
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have an extensive programme of peer support and are developing a steadily
increasing database of training materials and learning, together with a
corporate memory of how to navigate difficult issues such as large-scale
litigation. I am committed to continuing to improve on our L&D programme and
we regularly review the content and the effectiveness of our training and support
structures.
Specific topics of relevance to evidence before the Inquiry
48. I have dealt with the issues of POPs and training at some length because I
consider them to be of central importance in understanding the meaningful
changes and enhancements that UKGI has made to the way in which it delivers
on its corporate governance responsibilities since the GLO Judgments.
However, there are a significant number of other areas in which important
changes have been made which are likely to be of relevance to the issues under
consideration by the Inquiry and I deal with those now, in turn. In so doing, I
refer, as necessary, to the relevant sections of the POPs, as well as topic-
specific training that is additional to UKGI’s mandatory Shareholder Team
training on the TOM/POPs.
Evaluation of Board, Chair & NED
49. The evidence to the Inquiry has emphasised the vitally important role that the
Board plays in overseeing effective corporate governance and, especially, in
identifying and remedying deficiencies in the approach taken by the company’s
Executive. That in turn has underlined the importance of UKGI having in place
robust processes for evaluating the performance of Boards, Chairs and
Shareholder NEDs.
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50. At paragraphs 8-35 of my third witness statement (WITN10770300), I address
the arrangements, procedure and outcomes relating to UKGI’s evaluation of: (i)
the performance of POL’s Board as a whole (paragraphs 8-21); (ii) the
performance of the Chair (paragraphs 22-26); (iii) the performance of NEDs
(paragraphs 27-31); and (iv) the performance of the Shareholder NED
(paragraphs 32-35). I also explain the changes that have been made in these
areas since 2019. In summary:
(i) Board Performance: UKGI monitors the performance of Boards of
Assets such as POL through Board Effectiveness Reviews (“BER”) and
promotes best practice through POPs (Activity 28) and BERs guidance
(that is shared with Chairs and Company Secretaries). The requirement
for a Board to undertake BERs is made clear in the ‘Governance
Expectations of the Chair’ Annex to a Chair's letter (see POPs, Activity
28.2) (UKGI00049026). POPs Activity 28.4 also makes clear that the
Shareholder NED should encourage input from a Board’s stakeholders,
including Government. Further guidance is also provided by ‘Cabinet
Office/UKGI Note on Board Effectiveness Reviews’ and ‘FRC Guidance
on Board Effectiveness’, both of which are incorporated into POPs.
(ii) Evaluation of the Chair: This is included within the BER process but
UKGI also makes clear that there is an expectation that Chairs will be
subject, in addition, to separate appraisal. UKGI’s role is to promote and
facilitate such appraisals and to provide feedback as a key stakeholder,
as set out in POPs Activity 27 and the associated guidance, including
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51.
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‘Guidance Note on Chair Appraisals’ (UKGI00044283) and ‘Cabinet
Office/UKGI Guidance on Chair Appraisals’.
(iii) I Evaluation of NEDs: The role of UKGI is to facilitate that this is done
effectively by the Chair, as set out in POPs Activity 29 and the associated
guidance, including the UKGI/Cabinet Office Guidance and the UKGI
Internal Guidance (UKG1I00044313), both of which are incorporated into
POPs.
(iv) I Evaluation of Shareholder NED: There is an extensive range of ways in
which the performance of Shareholder NEDs is evaluated and monitored
within UKGI. I set out at paragraphs 32-35 of my third witness statement
(WITN10770300) how that process of evaluation operates in the
particular context of POL. It is also relevant to note that it is my practice
to ask for feedback on the performance of the Shareholder NED
whenever I meet with the Chair of one of our Portfolio Assets and this
constitutes a valuable source of direct feedback.
The POPs make clear, at Activity 25, that UKGI should continually consider the
strength and composition of the Asset’s Board, and provides some general
guidance in that regard, including reference to stakeholder representation.
Activity 23.1.2 also refers to the importance of specialist skills on the Board and
the guidance provided by the POPs on this issue was updated to reflect the
findings of the UKGI Internal Review exercise and the reflections it generated.
In particular, Activity 23.1.2 now provides the following specific guidance in
relation to specialist skills on the Asset Board:
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53.
54.
55.
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a. “Where UKGI is of the view that an Asset Board has a need for additional
or specialist skills, it may need to encourage the departments or Asset
Chair to make further appointments, even where this may take the total
membership above the suggested maximum levels’; and
b. “Where there is a need for a particular skillset or expertise at the Board
for a short time, or to enable the resolution of a specific issue, UKGI
should consider, with the Asset, the appointment of a Board adviser. This
is particularly relevant where an Asset is experiencing significant
challenges that are technical in nature”.
By way of example of the practical application of this guidance, UKGI has
supported the recent appointment of an additional NED with specialist
experience in leading complex manufacturing operations to one of its Portfolio
Assets, where that area of specialist expertise was not sufficiently represented
on the Asset’s Board following the retirement of the previous Chair. The Inquiry
will also be aware of the appointment of a NED with legal expertise to the POL
Board, Ben Tidswell, which was supported by UKGI in light of the issues facing
POL at the time.
The evaluation of the Board is also a subject of discussion in UKGI’s ongoing
learning forums. A NED forum was held in September 2023 which addressed
the topic of “Managing underperformance on the Board”. This topic was also
covered in an all-staff POPs update training session in November 2023.
Taken together, I consider that this represents a comprehensive and detailed
set of procedures and good practice principles which enable UKGI to promote
effective Board performance monitoring by its Assets in order to identify
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governance issues/shortcomings. I further consider that UKGI now operates a
robust process for the evaluation of Shareholder NED performance, both in the
particular context of POL and more generally.
I note that the Inquiry has asked me to consider whether I have any additional
reflections on the Rule 9 questions posed to Tom Cooper and I consider it
appropriate to provide my recollections on Tom Cooper's departure from the
POL Board. I regularly review with Shareholder NEDs their tenure on a Board.
I first recall Tom Cooper raising his tenure on the POL Board at a meeting with
me on 1 November 2022. At that time Tom had served on POL’s Board for
almost five years and he said that it could be an appropriate time for him to
move on and that POL would benefit from a new Shareholder NED. I recall
listening to Tom Cooper's views on the experience profile required for his
potential replacement and I committed to finding a replacement Shareholder
NED from within UKGI by 31 March 2023, coincident with the fifth anniversary
of Tom’s appointment to the Board in March 2018. I also recall having a
subsequent breakfast meeting with Nick Read on 15 November 2022 during
which I conveyed that I was considering Tom's rotation off the POL Board and
that I was giving thought to a suitable replacement. Lorna Gratton was
identified as a suitable replacement in early 2023 and, after receiving the
necessary approvals, was appointed to the Board in May 2023. In hindsight, I
can see how Nick Read might have misinterpreted my description of the change
coming as being instigated by me rather than by Tom Cooper.
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Separation of Policy and Shareholder Functions
57. My perception of some of the evidence that has been given to the Inquiry is that
it has illustrated the challenges that can arise in the combination of policy and
shareholder functions, particularly when a difficult issue arises which has both
governance and policy implications. ‘How can I best advise a Minister to deal
with this issue from a policy perspective?’, and ‘What is the best way to advise
a Minister how to deal with this issue from a corporate governance
perspective?’ are two different questions which may not always yield the same
answer. Reflecting on the challenges faced by Richard Callard and his
Shareholder Team, it is clear that seeking to perform both functions at the same
time is not straightforward when it comes to an issue like Horizon.
58. As regards POL, as explained in my first witness statement at paragraph 36,
(WITN10770100) a separate BEIS Policy Team was set up in 2018 (i.e. before
the GLO Judgments). Paragraphs 26 and 36 of WITN10770100 explain the
respective functions of the Shareholder and Policy Teams. As noted at
paragraph 37, this updated description of UKGI’s Shareholder role was set out
in UKGI's Memorandum of Understanding (“MOU”) with the Department dated
12 December 2019.
59. As set out in UKGI’s Opening Statement to the Inquiry (paragraph 356)
(SUBS0000006), this separation has been a positive and important
development. It has provided the Shareholder Team with greater bandwidth to
focus specifically on commercial/financial monitoring and corporate
governance matters. Although this change pre-dated the GLO Judgments and
was not undertaken in direct response to the issues identified by Fraser LJ
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60.
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and/or the evidence to the Inquiry, I believe that the value of this change of
approach has been emphasised by the evidence and I consider that the
separation of the policy and shareholder functions remains appropriate for POL
and UKGI's Portfolio Assets more generally.
The POPs have incorporated guidance as to Policy/Shareholder role
separation since they were first introduced. The introductory note on “Activities
Outside of UKGI’s Target Operating Model” already provided that where any
policy-related activity was to be undertaken (i.e. in variance with the TOM) it
must be with the express understanding of the Asset’s responsible Director and
the UKGI Head of Portfolio Director. In addition, the POPs made clear the
importance of close collaboration between UKGI and the Departmental policy
team (page 7), and the role of UKGI in encouraging and facilitating interaction
between the Portfolio Asset and policy team.
However, following UKGI’s further reflections on the split of the Shareholder
and policy roles as part of the Internal Review lessons learned exercise, the
POPs were updated to provide both: (i) additional restrictions on the
authorisations needed for UKGI to perform a policy role — which must now be
with the express consent of the UKGI Board; and (ii) an explicit rationale for
Shareholder/policy separation, namely that “teams must be able to critically
assess the impact and effectiveness of policy in the context of Assets and are
not unduly influenced by policy considerations’. Additional detail was provided
in a new guidance note on the role of UKGI in ALB sponsorship, including a
diagram of suggested activities across all government sponsor roles
(UKGI00044300).
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Framework Agreement
62. I describe at paragraph 18 of my second witness statement (WITN10770200)
that, by December 2017, evolving practice within UKGI was for the adoption of
Framework Agreements between UKGI, sponsor departments and Portfolio
Assets. As part of the GPP, during the course of 2019 and 2020, UKGI sought
to refresh Framework Agreements to standardise UKGI's description of its
Shareholder role.
63. In POL’s case, the Framework Agreement became effective in April 2020. As
I explained in WITN10770200 the Framework Agreement sets out the
governance interactions, roles and responsibilities between POL, UKGI and the
Department and sets out the government-wide policies and governance
standards that are applicable to POL as a public corporation.
64. Framework Agreements are covered in detail in the POPs, in particular under
the activities applicable to Principle A: “Establish and maintain appropriate and
effective corporate governance foundations which govern the department
asset.”
65. Whilst responsibility for maintaining and updating a Framework Agreement lies
with the Department (Activity 2.1), Activity 2.2 is clear that UKGI should seek to
be involved extensively in the drafting of the Framework Agreement. Significant
guidance is provided to Shareholder Teams, including in particular: (i) POPs
Activities 2-5 and 8; (ii) drafting guidance notes; and (iii) Framework Agreement
templates. Any activities carried out in variation to UKGI’s TOM must be
recorded in the relevant Framework Agreement and be well-understood by both
UKGI and the Department (page 1).
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66. Reflecting on the evidence given to the Inquiry, it seems to me that the adoption
of a Framework Agreement that clearly delineates and defines the respective
governance interactions, roles and responsibilities of POL, UKGI and the
Department is a significant and positive step. The Inquiry may consider that, at
some points, there may have been a lack of clarity as to the role and
responsibility of each party in the delivery of effective corporate governance
and that having a clear and authoritative statement of the position to refer to, in
the form of the Framework Agreement, will reduce the risk of any such lack of
clarity arising in the future.
Other Corporate Governance Documentation - Updated Articles of Association
67. Guidance to Shareholder Teams regarding corporate governance
documentation has been in the POPs from an early stage and pre-dates the
Internal Review lessons learned exercise. In particular, it has long been
recognised that Shareholder Teams should:
a. Work with the Department and Portfolio Asset to establish and maintain
appropriate corporate governance documents and systems, including
through up to date and fit for purpose Articles of Association, Board
Terms of Reference, and the letter to the Chair (Principle A).
b. Understand the legal obligations on the Asset from documentation such
as the Articles of Association, particularly with respect to how this affects
the performance of the Shareholder role (Activity 3.3).
c. Seek to ensure the Department issues a Chair's letter on an annual
basis, and contribute, where appropriate, to its content (Activity 6).
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d. Assess the sufficiency and quality of the Asset’s core governance
documentation (Activity 8).
68. POL’s Articles of Association (UKGI00044318) are particularly important, as
they set out reserved matters, i.e. matters where consent in respect of certain
matters is reserved to the Shareholder. At paragraphs 23-26 of my second
witness statement (WITN10770200) I address the formulation and adoption of
new Articles of Association at POL and the introduction of updates to refresh
the Shareholder reserved matters. These included:
a. An expansion of the scope of Reserved Matters to apply to each
company within the POL group.
b. Amendments to Reserved Matters, for example, introducing greater
HMG control on any proposed dividend distribution and POL’s external
borrowing.
c. Requiring the POL Board to give the Shareholder advance notice before
seeking Shareholder consent.
69. I note the reservations expressed by several former Ministers to the Inquiry
concerning the degree of control and/or influence that Ministers were able to
exercise over decision-making by POL on issues in respect of which the
Minister might hold a strong view. The Articles, read together with the
Framework Agreement, set out clearly the obligations of the company and the
powers of the Minister and, to the extent that further enhancement and/or
clarification of Ministerial powers was thought to be necessary, would provide
the appropriate mechanism for doing so.
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Culture
70. The evidence to the Inquiry has demonstrated clearly the dangers where there
is an absence of a healthy corporate culture in which the Executive are frank
and open with the Board and/or Ministers and adopt a ‘no surprises’ approach
to the reporting of difficult issues. In my experience, frank, full and honest
reporting by a company’s senior management is the indispensable first line of
effective corporate governance.
71. A significant theme within the POPs, the associated guidance, and UKGI’s
CGDP, is UKGI’s role in promoting healthy corporate culture across our
portfolio of Assets and how that role should be discharged effectively. Activity
21 specifies that “UKG/ should promote effective organisational health systems
and corporate culture within the Asset.” This includes, in summary:
(i) Regular review of corporate culture by reference to the Financial
Reporting Council’s (FRC) Guidance on Corporate Culture and the Role
of Boards (UKGI00049029).
(ii) Development of appropriate metrics and reporting arrangements to
substantiate work regarding organisational health and corporate culture
(for example, employee surveys, and engaging with directors charged
with employee engagement). Culture should be a standing agenda item
at Quarterly Shareholder Meetings (“QSM”), as set out in the POPs at
Activity 21.2.
(iii) I The requirement that Shareholder NEDs and their teams take an active
role in promoting and challenging Assets on their corporate culture.
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72. I understand that both Tom Cooper and Lorna Gratton have dealt in detail in
their recent witness statements with the way in which they have sought to
discharge this important aspect of the Shareholder NED role during their
respective tenures on the POL Board.
73. In addition, Shareholder NED/Shareholder Team guidance and training deals
extensively with the importance of culture and the role of the NED in monitoring
and promoting this within an Asset. In particular, UKGI introduced a Culture
Guidance Note in 2021 in direct response to the issues being examined by the
Inquiry (UKGI00049027). It includes:
a. Minimum actions that Shareholder Teams should undertake in relation
to each of the relevant POPs in terms of culture.
b. Practical guidance in support of this, in particular:
i. Positive and negative indicators of culture.
ii. The role of the Portfolio Asset’s Board and Board Committees.
ii. Methods of assessing culture.
=
. Examples of questions Shareholder Teams can use to ascertain
and challenge culture within a Portfolio Asset.
c. A case-study on POL covering the various commitments that had been
made to reset the relationship between POL and SPMs.
74. UKGI conducts and convenes training/ongoing learning on culture frequently,
which has included:
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a. Organisational culture and purpose training for Shareholder Teams
provided by a leading professional consultancy firm in September 2021.
b. Training on culture delivered by a leading law firm in November 2021.
c. Two Shareholder NED professional development days in February 2022
and September 2022.
d. ANED Forum focusing specifically on culture on 15 March 2023.
e. A mandatory workshop for Shareholder Teams on culture (training year
2023/2024),
f. A Shareholder NED Development Day on Culture and Crisis (15
November 2023).
75. UKGI’s Shareholder NEDs and Teams are therefore acutely conscious of the
need to: (i) pay careful attention to the state of the culture of Portfolio Assets
within its remit, including through regular dialogue with the Portfolio Asset; and
(ii) take steps to encourage and promote a healthy corporate culture. I have
dealt specifically with the ways in which UKGI has sought to promote
improvement in POL’s corporate culture at paragraphs 30-35 of my second
witness statement (WITN10770200). In summary, I referred to:
(i) The Chair's Letter, which has made specific reference to culture in each
iteration.
(ii) UKGI’s strong and consistent support for the appointment of Postmaster
NEDs, including a view that it is essential that this is maintained.
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(iii) I An increased focus on corporate culture and postmaster relations within
POL.
76. However, it is important to appreciate that organisational culture is not
something that can be imposed externally. In my view, it remains a key
responsibility of a Portfolio Asset's Board. It is also not something that can be
transformed overnight. In relation to POL, it is self-evident that addressing the
problems with its culture is, and will continue be, a large and long-term
undertaking, in respect of which I am aware that a significant amount of work
has already been done. However, I believe that further work remains to be
done.
Whistleblowing
77. I addressed the issue of whistleblowing, including the material changes made
in this area, in some detail in my third witness statement (WITN10770300) at
paragraphs 36-65. I dealt with the position in relation to: (i) whistleblowing
within POL, including the role of the POL Board; (ii) developments in POL’s
whistleblowing policies and procedures from 2021 onwards, including the
policies as they relate to postmasters; (iii) UKGI’s intemal guidance for
Shareholder Team and Shareholder NEDs considering whistleblowing in
Portfolio Assets; (iv) escalation and reporting into the Department; and (v)
whistleblowing outside POL.
78. As I explained in my third witness statement (WITN10770300), it is the
responsibility of the company to institute and operate effective whistleblowing
procedures and the role of UKGI is to promote the adoption of best practice in
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79.
80.
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this area, primarily through the oversight exercised by the Shareholder NED.
UKGI has promulgated guidance to assist in this regard, as set out in the POPs
at Activity 20.4-20.5 and the guidance which sets out the core features of an
effective whistleblowing process (UKGI00049040). I understand that Tom
Cooper and Lorna Gratton have both addressed the application of this guidance
to POL in their Phase 7 witness statements.
I focus here on the principal changes made to UKGI’s whistleblowing guidance
as a result of its Internal Review lessons learned exercise. UKGI’s Opening
Statement to the Inquiry (SUBS0000006) reflected on the lack of action taken
by the POL Board in respect of the allegations made by the Fujitsu
whistleblower. It identified the importance of evolving its own best practice in
light of this, as well as in light of the UK Corporate Governance Code issued by
the FRC (identified in the POPs as a key external guidance document) which
includes various recommendations as to how companies should better facilitate
the reporting of concerns, not just by “staff” but also by the wider “workforce”.
Consequently, UKGI substantially updated its existing whistleblowing guidance
note, which now includes express reference to its reflections on the evidence
given to this Inquiry, as well as the following points:
a. The guidance should be read as applicable to serious allegations raised
outside of the formal whistleblowing process, which raise many of the
same corporate governance issues. Accordingly, the Shareholder Team
should expect the same or very similar actions to be taken by the Board.
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b. The Shareholder NED and Shareholder Team should satisfy themselves
on an ongoing basis of the Asset’s whistleblowing policies and
procedures and that this topic is receiving appropriate attention at Board
level.
c. If Shareholder Teams and Shareholder NEDs are not satisfied that the
Board has an appropriate attitude towards whistleblowing, serious
consideration should be given as to whether this is an issue which
requires escalation.
d. Where serious or high-profile allegations are raised, the Shareholder
NED and Shareholder Team may need to do more to assure themselves
that the issue is being taken seriously.
e. Ensuring robustness in whistleblowing frameworks, being key to
promoting a culture of transparency and accountability within an
organisation.
In addition, a detailed new section was added to the guidance note providing
practical advice as to the exercise of these responsibilities, including extensive
examples of: “When might the Shareholder NED/Shareholder Team need to
further engage and lean into an issue?”, and “What does further action look
like?”
The POPs were also updated (Activity 20.4-20.5) to further emphasise the
importance of a Portfolio Asset’s Whistleblowing policy and the areas where
UKGI's Shareholder Teams should be satisfied that a Portfolio Asset's Board is
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83.
84.
85.
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demonstrating sufficient curiosity and rigour when it comes to interrogating
whistleblowing policies.
Whistleblowing is an important element of the training provided to Shareholder
Teams (including Shareholder NEDs). By way of example, we held: (i)
whistleblowing training for Shareholder Teams in December 2021 and
December 2023; and (ii) Shareholder NED development sessions covering
whistleblowing in November 2021 and June 2023.
We have recently had an example of a complex whistleblowing issue that
emanated from outside the relevant Portfolio Asset. In that case, the UKGI
Shareholder NED, working closely with the relevant Shareholder Team and the
UKGI Legal Team, drew on relevant experience from amongst the UKGI
Portfolio (and in particular POL’s handling of the Horizon issues) to ensure that
the whistleblowing complaint was handled in a way that reflected best practice.
We have also had other examples of internal-Asset whistleblowing issues
where the relevant Shareholder NED challenged the Portfolio Asset Board as
to the handling of the relevant whistleblowing issue.
I mention this recent experience as I wish to convey that the learnings within
UKGI from the issues before the Inquiry have had, and continue to have, a
demonstrable impact on the way in which UKGI deals with major whistleblowing
issues that surface from within its Portfolio Assets. This is an issue we take
extremely seriously as an organisation. I consider that the package of
guidance, training and monitoring we have instituted provides a robust
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framework for ensuring that future whistleblowing reports are addressed
appropriately.
Litigation Oversight
86. Litigation oversight is a matter that has received substantial focus within UKGI
from 2017 onwards, as a result of institutional reflections from the Magnox
litigation and the desire to embed lessons learnt on how to engage effectively
with an Asset’s management of significant litigation. This has resulted in: (i) the
development of template wording for inclusion in framework documents
covering Portfolio Asset reporting of litigation risk and the requirement for a
litigation protocol; (ii) an internal UKGI guidance note on litigation risks
(UKGI00044278); and (iii) Magnox lessons-learned training to bring the
practical perspective of how Shareholder Teams and Shareholder NEDs should
seek to engage with a range of issues on this topic.
87. The Inquiry has had evidence as to how the lessons learned from Magnox
impacted the UKGI Shareholder NEDs’ response to the POL group litigation —
see the first witness statement of Tom Cooper, particularly paragraphs 26 and
27 (WITN00200100). In addition, I deal at paragraphs 27-29 of my second
statement (WITN10770200) with the issue of oversight of the POL litigation by
UKGI, including a description of the development of the POL litigation protocol
that was instituted specifically to deal with the GLO and which was expanded
after the GLO Judgments to cover the settlement process. I am also aware that
Tom Cooper has provided extensive evidence in relation to the briefing he
received from UKGI’s then General Counsel (Elizabeth O'Neill) as to the
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88.
89.
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approach to adopt to the oversight of large-scale litigation in light of the Magnox
Inquiry and the way he sought to apply that briefing to the GLO proceedings.
The experience of the GLO prompted further careful consideration, on the part
of UKGI, of its role in relation to the oversight of litigation involving the Assets
in its portfolio. In addition, in light of the Internal Review lessons learned
exercise:
a. The POPs were updated, at Activity 19.3, to include guidance to the
effect that Shareholder Teams should encourage the Portfolio Asset to
report material litigation which it is involved in to UKGI in a transparent
manner and on a regular basis (typically quarterly).
b. Substantial updates have been made to the POPs Guidance Note 17:
Litigation Risks - Key Issues for Shareholder Teams to Consider. This
guidance was first introduced in 2020, as part of UKGI’s Magnox lessons
learned exercise but was then updated in August 2023 to take account
of the further learning derived from the GLO proceedings.
In my view, the combined effect of the lessons learned exercises conducted in
the wake of the Magnox litigation and the POL GLO proceedings has been to
generate a comprehensive and robust set of principles and guidance to be
applied in the context of large-scale litigation conducted by UKGI Portfolio
Assets. Very unfortunately, and as explained by Tom Cooper in his evidence,
there was insufficient time for the Magnox lessons to materially affect the
outcome of the ClJ and HJ litigation, although the establishment of the litigation
protocol was a positive development as was the increased oversight exercised
by the Board of the appeal and settlement processes. However, I am confident
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that oversight of large-scale litigation will be more effective in the future. That
confidence is based, at least in part, on recent experience of such litigation in
other Assets in our portfolio.
Risk Reporting
90. The questioning of a number of UKGI witnesses during the Phase 5&6 hearings
has included detailed consideration of the ShEx/UKGI internal risk registers and
the extent to which they adequately assessed and/or characterised the risks
relating to Horizon. To assist the Inquiry, I have therefore sought to explain the
processes which underpin how UKGI, in the current exercise of its Shareholder
role: (i) maintains visibility of how significant risks are being managed by Assets
within its portfolio; (ii) ensures that the Department has visibility of such risks;
and (iii) captures, considers and escalates internally as needed key risks arising
within the Assets that could affect the delivery of UKGI’s Shareholder role. In
doing so I have sought to make clear the important distinction between the
identification and reporting of risks to the Asset (issues (i) and (ii)), and the
identification and reporting of risks to UKGI (issue (iii)). Whilst there is inevitably
a degree of overlap, as I explain below, the two types of risk
identification/reporting are conceptually distinct and are addressed by different
processes.
Asset Risk
91. I shall deal first with the identification and monitoring of risks faced by Assets
within UKGI’s portfolio. It is important to note, at the outset, that it is not UKGI’s
primary function to identify and/or assess risks facing individual Assets across
its portfolio and report such risks into the sponsor Department. It is the
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92.
93.
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Accounting Officers within our Assets who are tasked with the primary
responsibility for identifying and managing the risks faced by the Asset and for
reporting on those risks to the sponsor department, together with the Asset’s
Board and Executive.
Government guidance is to the effect that the Permanent Secretary within the
Department is accountable for the effective management and control of public
funds within the Assets that they sponsor. These responsibilities are typically
delegated to the CEO/MD of the Asset who is designated the Accounting
Officer. For example, in the case of Post Office, risk reporting should be from
POL’s CEO (who has been designated the “Accountable Person” which is
equivalent to being designated the Accounting Officer) to the Department for
Business and Trade Permanent Secretary (the Principal Accounting Officer).
This structure reflects the obvious but important fact that it is the Executive and
Board of a company that will be best placed to identify and assess the risks
faced by that company rather than an external body such as UKGI.
That is not to say that the UKGI Shareholder Teams (including the Shareholder
NED) should not be very alive to the existence of risk within UKGI’s Portfolio
Assets, or consider whether those risks are being adequately characterised and
addressed by the company. When it comes to the identification and
characterisation of a risk like Horizon, critical aspects for the Shareholder Team
to consider include a healthy corporate culture, effective governance structures,
a rigorously curious Board, and an open and ‘no surprises’ approach to the
reporting of any issues of concern by the management. These issues are dealt
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94.
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with in detail in the POPs and are a focus of UKGI’s training, as I have explained
earlier in this statement.
Notwithstanding that the oversight of a Portfolio Asset's risk management
processes rests with its Accounting Officer, Board and Executive, UKGI, in the
performance of its Shareholder role, obtains an understanding of the risks
facing its Portfolio Assets and the manner in which they are being addressed.
This allows it to escalate key risks into the sponsor Department. UKGI achieves
this visibility in a number of ways:
a. First, through the role of the Shareholder NED, who is a member of the
Asset's Board and, typically, a member of the Asset’s Audit and Risk
Committee through which the Shareholder NED should gain an insight
into the nature of the risks and the way in which they are being managed
by the Asset. This will allow the Shareholder NED, where necessary, to
provide an additional line of sight for the Department into key Asset risks,
over and above the reporting it receives directly from the Asset.
b. Second, through the day-to-day interactions between the Shareholder
Team and the Asset, from which the team should gain an understanding
of an Asset’s risks and how they are being managed. Where the
Shareholder Team believes, through its contacts with the Department
that the nature of a material risk to the Asset and/or the way it is being
managed by the Asset is not well understood by the Department, or that
the Department's understanding can be enhanced by the Shareholder
Team's perspective, then the Shareholder Team can take steps to
supplement the Department's understanding. As regards POL
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specifically, the various means by which the Shareholder Team can
provide input concerning risk identification and management to the
Department are described in my second witness statement
(WITN10770200) from paragraph 8 onwards. In summary, they include:
(i) quarterly Shareholder meetings: (ii) network meetings; (iii) financial
and investment spend monitoring meetings; (iv) Working Group
meetings; and (v) meetings between the Ministers and the company
(attended by UKGI). I have read the sections of Lorna Gratton’s witness
statement (WITN11310100 paragraphs 37-39) that explain how the
current POL Shareholder Team provides the Department with detailed
updates on risk and consider it to be a very helpful summary of how
these arrangements work in practice.
c. Third, specific arrangements can be put in place, as agreed between the
Asset and the Department (with input from UKGI if necessary), for the
purpose of providing further assurance to the Department in relation to
specific issues that may generate risk such as: (i) large projects, an
example of which would be the new IT system for POL; and (ii) the
handling of major issues such as, for POL, the monitoring of the work of
the Remediation unit.
95. Taken together this regular and frequent rhythm of interactions, at a variety of
levels, enhances UKGI's visibility of how the Portfolio Asset is managing and
mitigating key risks and enables UKGI to escalate and discuss key risks with
the Department where necessary.
UKGI Risk
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96. I turn now to UKGI’s own risk management processes, applicable to the
identification of risks to UKGI, as distinct from risks faced by the Assets within
its portfolio. Alongside the visibility that UKGI gains in relation to key Asset
risks as explained above, UKGI has in place a Risk Management Framework
which is focused on monitoring and assessing risk relating to the performance
of UKGI’s institutional core functions, including the performance of its
Shareholder role across the portfolio of Assets. I have read the relevant
sections of Lorna Gratton’s witness statement dealing with this issue
(WITN11310100, paragraphs 33-36) and consider this to be a very helpful
summary of how Shareholder Team risk registers operate within UKGI’s current
Risk Management Framework. To assist the Inquiry further, I have set out
additional detail as to how UKGI’s Risk Management Framework operates to
provide UKGI, its Executive Committee (“ExCo”) and Board, with visibility on
the key risks related to the delivery of its mandate.
97. The UKGI Board has responsibility for, and oversight of, the operations of UKGI
including its strategy, resourcing, funding and internal controls and procedures.
UKGI’s internal risk reporting process provides a mechanism to identify,
escalate and manage risks faced by UKGI in exercising its mandate. UKGI's
Risk Management Framework is structured in accordance with the
Government's Orange Book on Risk Management, including its ‘three lines of
defence’ model as follows:
a. First line, Shareholder Teams: UKGI’s Shareholder and Project Teams
identify, escalate and manage risk, as well as provide regular risk
reporting to UKGI’s ExCo and Board via the UKGI risk team.
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b. Second line, management oversight and risk process: UKGI’s second
line risk management functions broadly operate as follows: (i) a
dedicated internal risk team reviews the risk registers produced by
Shareholder Teams at a central level; (ii) project and Portfolio Reviews
are undertaken consisting of cross-UKGI panels (with representation
from senior UKGI personnel) to review and monitor the activities of
UKGI’s teams; (iii) traffic light reports on Asset performance are
produced; and (iv) on a bi-monthly basis, a paper (the “Board Risk
Paper”) is prepared, which summarises the aforementioned areas. The
Board Risk Paper is provided to the ExCo for discussion and review prior
to submission to the UKGI Board.
c. Third line, internal audit: The Government Internal Audit Agency
(‘GIAA”) provides internal audit and objective insight to review and
assure UKGI’s internal risk management processes.
As explained in Lorna Gratton’s statement (WITN11310100, paragraph 34), in
practice the risks that UKGI’s Shareholder Teams capture in the risk registers
(which are a key element of UKGI’s risk management framework), are split into
two different categories. The first is delivery risk, i.e. risks to the relevant UKGI
team’s ability to deliver its role effectively, including the Shareholder role
discharged by the Shareholder Teams. The second is reputational risk. This
is a term which, in my opinion, should be interpreted broadly. These are risks
that would lead to a loss of a client and/or public confidence and undermine the
ability of UKGI to perform its Shareholder function. These could include
material risks faced by an Asset which may jeopardise the achievement of the
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objectives of its sponsor Department as well as material risks that could affect
UKGI as an organisation.
99. The differing nature of these risks, and where accountability for managing them
lies, influences how they are managed and mitigated. For example, UKGI’s
ExCo and Board have a greater level of control over the mitigations for UKGI
delivery risk (team resource, scope of work etc.). This is also true where UKGI's
reputational risk is elevated due to its ability to deliver quality and/or timely work.
100. However, where a reputational risk’s rating is elevated due to an Asset-specific
issue, UKGI's primary mitigation is often to ensure that UKGI’s perspective on
the risk has been communicated to the Department at an appropriate level. It
is then to encourage the relevant parties (Asset, Department etc.) to put
measures in place to mitigate the risk. UKGI’s role in this instance is to ascertain
whether the risk has been communicated appropriately to the Department.
101. As noted above in the summary of UKGI's second line of defence, risk registers
prepared by Shareholder Teams are reviewed by a central team within UKGI
who scrutinise them to provide constructive challenge/feedback and who
prepare a summary of the key developments across UKGI’s Assets and
projects, oversight activity by Portfolio and project reviews and an analysis of
the overall trend in risk ratings. Where the delivery risk or reputational risk of an
Asset or project has increased significantly since the last reporting period, a
fuller update is included in the Board Risk Paper outlining the reasons for the
deterioration in risk rating and the action being taken to address them. In
addition, for the Asset(s) or project(s) with the highest risk rating (e.g POL), a
more detailed update on risks and mitigations is included in the Board Risk
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Paper. Finally, any Asset or project that is rated red or red-amber has its ‘path
to green’ (i.e. key mitigating actions) set out in an annex to the Board Risk Paper
to enable the Board to understand how UKGlI's highest risk areas are being
addressed.
In addition to the formal risk register process, UKGI also uses traffic light
reporting and Portfolio Reviews to provide additional reporting and oversight of
the work of its Shareholder Teams and facilitate the sharing of best practice:
a. Traffic light reporting: This provides scores and RAG ratings for each
Portfolio Asset for matters that include its operational performance, the
quality of its management team and board, its governance, and UKGI’'s
relationship with the Asset and sponsor department. UKGI requires that
Shareholder Teams complete traffic light reports on their Assets every
two months. This information is relayed to the ExCo and the Board via
the Board Risk Paper and provides a quantitative assessment of the
performance of the Asset and UKGI’s ability to fulfil its role.
b. Portfolio Reviews: UKGI requires Shareholder Teams to have at least
two Portfolio Reviews every year, or more frequently if deemed
appropriate by the Portfolio Review Panel. POL is reviewed four times
a year. This process draws on a range of expertise across UKGI to
provide challenge external to the Shareholder Team, expertise and
constructive advice to Shareholder Teams. Performance against the
POPs forms part of the reporting ahead of Portfolio Review meetings.
Through this process, Portfolio Reviews are a mechanism by which: (i)
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UKGI provides regular, proportionate scrutiny of its Shareholder Teams’
activities; and (ii) issues requiring action are addressed, either by the
Shareholder Team or by escalation within UKGI.
103. Underpinning this entire risk process, however, is the vital role played by
Shareholder Teams in identifying, managing and escalating risk. Outside of
Board Risk Papers, UKGI’s approach to risk management allows for clear
escalation pathways from the Shareholder Teams, ExCo, Portfolio Review
panel or a relevant Board sub-committee. The usual presence of a NED from
the UKGI Board at Portfolio Reviews provides the UKGI’s Board with additional
insight into UKGI's activities and an opportunity both to highlight issues that
may need to be escalated and to offer the Shareholder Team advice based on
their knowledge and experience.
104. Taken together, the processes I have described above as underpinning UKGI's
Risk Management Framework, mean that the Shareholder Teams and
Shareholder NEDs are able both to consider and discuss the risks to UKGI as
well as communicate appropriately to the Department UKGI’s view of material
Asset risks and the way they are being managed. In the present day, to the
extent an issue such as Horizon was being tackled by POL and was being
surfaced at POL Board level or had otherwise been identified by UKGI’s
Shareholder Team, UKGI’s Risk Management Framework would provide multi-
layered opportunities for dialogue and challenge of such a risk.
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UKGI Values and Culture
105. The Inquiry has heard evidence touching on UKGI’s values and ethos, including
the application of the Civil Service/Nolan Principles to UKGI staff, and the extent
to which they adhere to civil service values in the performance of their roles.
106. UKGI’s values and culture are a matter of great importance to it as an
organisation, just as they are for its Portfolio Assets. The ‘how’ of our
performance is just as important as our operational delivery and it is only by
maintaining a culture that embodies the standards and values of the civil service
that we can act as effective agents for our sponsor Departments when dealing
with Assets in our portfolio.
107. In my interviews for the position of UKGI CEO, I made clear that whilst I
considered UKGI to have an strong culture, it was vital that UKGI continued to
focus on and develop this yet further. My view then and now is that culture is
not something that can simply be set up and left to develop. It needs careful
nurturing and monitoring and needs to be demonstrated throughout the
leadership structure. That is what I have sought to do during my time as CEO,
and to this end, in July 2020 I commissioned a review of UKGI’s values. This
exercise included:
a. A survey of staff views as to what UKGI’s values were or should be and
whether their experiences of working at UKGI matched those values.
b. A workstream looking at how UKGI’s values could be embedded in the
organisation, including in both the inductions and appraisals process.
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c. A reworking of the associated behaviours that sat behind the values to
clarify the existing phrases and meanings and ensuring that they better
related to the values.
d. The production of a revised set of UKGI values which were presented to
the UKGI Board in January 2021 (UKGI00049028).
108. Whilst the values are of general application, they incorporate UKGI's reflections
on the issues being considered by the Inquiry, as they stood at that stage.
Whilst all of these values are of great importance to UKGI’s culture, for the
purposes of the Inquiry, I would highlight in particular the core UKGI values of:
(i) providing expert and professional advice, including “Present quality,
objective, independent advice based on evidence’; and (ii) openness, including:
“Proactively share information and keep people informed; Welcome and
facilitate challenge by encouraging everyone to speak up; Acknowledge when
things don’t go to plan and learn from that experience; Provide regular feedback
to help development of others”.
109. The extent to which UKGI staff have exhibited behaviours embodying the
values of the organisation is a matter which is now expressly considered as part
of the annual appraisal process.
110. In addition, The Nolan Principles and Civil Service Principles are promoted
within UKGI. They are incorporated into UKGI’s Code of Conduct, which was
very thoroughly refreshed in 2021, a year into my tenure as CEO. Compliance
with UKGI’s Code of Conduct is required as part of UKGI’s
employment/secondment agreements, and particular emphasis is placed on
our staff understanding their obligations in this regard. UKGI’s Welcome Guide
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states that: “It is very important that you read and understand your obligations
under the Code of Conduct.” In addition, the Civil Service Code is a core
component of UKGI’s induction training on “Understanding the Civil Service”.
111. 1 should also highlight the “Working in Government” network that UKGI
established in 2021. This was set up to support colleagues of both civil service
and private sector backgrounds in collaborating together within UKGI. It
examined, for example, how the roles, skills and expertise of civil servants can
best work in combination with those in UKGI who possess private sector
expertise. The network continues to hold monthly meetings and has
strengthened UKGI’s induction process by introducing a ‘working in
government’ induction for private sector colleagues and a refreshed 'UKGI
governance’ induction which speaks to UKGI’s specific context to help new
colleagues ‘land well’ and adjust more quickly to a public sector environment.
112. As stated above, I note that evidence to this Inquiry has referred to the make-
up of UKGI as including both career civil servants and staff who were previously
in the private sector. Many of UKGI'’s staff have joined it from a civil service
background and almost all Shareholder Teams have at least one member of
staff with a civil service background. In addition, for the last three years
(October 2021 until August 2024), two of our most senior leaders (i.e. at
Director Level) were career civil servants prior to joining UKGI.
113. In September 2024, we launched a recruitment process for two new Directors
which will consider candidates from both private sector and civil service
backgrounds.
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114. UKGI derives enormous value from its staff, who operate independent of any
policy function, are supported by extensive training and guidance and are well
placed to deliver proactive independent governance in respect of UKGI’s
Portfolio Assets, in compliance with the Civil Service Code and UKGI's Code of
Practice.
115. In my view, the evidence given to the Inquiry has served to reinforce the
importance of UKGI’s Code of Conduct, including the Civil Service Principles,
which I consider to be at the heart of the public-spirited ethos of UKGI and at
the core of what it means to perform our Shareholder function on behalf of
Shareholder Departments successfully.
116. I am asked to address changes made to management within UKGI as a result
of the issues in the GLO Judgments or evidence to the Inquiry. As noted above,
I appointed a second career civil servant at Director level in October 2021,
thereby increasing the proportion of civil servants serving on ExCo. I have, with
the support of the UKGI Board, made a material structural management change
through the establishment of an Operating Committee, effective from April
2023. UKGI's Operating Committee consists of myself, and the UKGI CFO,
COO and one other Director-level colleague from ExCo. The purpose of the
Operating Committee is to address day to day operational matters such as
people management and UKGI internal finance. This change means that the
ExCo is now able to spend a greater proportion of its time considering matters
directly relevant to UKGI’s mandate, including additional time in respect of the
delivery and risk associated with UKGI’s Shareholder role. A further,
management-related change that I have made has been to strengthen
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resourcing in UKGI’s legal team to increase legal support for the Shareholder
NEDs and Shareholder Teams.
Conclusion
117. The tragic effects of the mistreatment of sub-postmasters by POL that have
been laid bare by this Inquiry have been deeply affecting for me personally and
for UKGI as an organisation. The GLO Judgments clearly demonstrated that a
careful and comprehensive exercise of reflection and improvement was
required on the part of UKGI. The Internal Review lessons learned exercise
was commissioned shortly thereafter and we have been engaged, ever since,
in the task of seeking to ensure that we extract the greatest possible institutional
learning from the evidence presented to, and by, this Inquiry.
118. That process is ongoing and continued development will be required but I have
sought to provide in this statement an account of the very considerable
progress that UKGI has made in the period since 2019 in those areas which
are likely to be of most direct concern to the Inquiry. I would like to repeat the
commitment made to the Inquiry, on my own part and on behalf of UKGI as a
whole, to provide the Inquiry with the fullest possible assistance as it completes
its vitally important work.
Statement of Truth
I believe the content of this statement to be true
Signature:
Date: 26 September 2024
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Index to the Fourth Witness Statement of Charles Donald
No. I Inquiry URN Document Description Inquiry Control
Number
1 WITN10770100 First witness statement of I WITN10770100
Charles Donald
2 WITN10770200 Second witness WITN10770200
statement of Charles
Donald
3 WITN10770300 Third witness statement WITN10770300
of Charles Donald
4 WITN10800100 Witness statement of WITN10800100
Robert Swannell
5 SUBS0000006 UKGI Opening Statement I SUBS0000006
6 UKGI00049048 UKGI Board Paper 7 UKGI057813-001
November 2023
7 UKGI00049050 Governance and Portfolio I UKGI057815-001
Management — Board
Update — March 2019
8 UKGI00049049 20190806 UKGI and UKGI057814-001
Articulating the
Shareholder Role -
internal use only
9 UKGI00049040 UKGI Portfolio Operating I UKGIO057792-001
Principles with Guidance
March 2024 v4.4
10 I UKGI00044274 Whistleblowing Guidance I UKGI052998-001
Note — November 2023
1 UKGI00049051 Portfolio compliance UKGI057816-001
summary spreadsheet
12 I UKGI00049052 Portfolio compliance POL I UKGI057817-001
summary spreadsheet
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13
POL00362299
Post Office Limited:
Shareholder Relationship
Framework Document
POL-BSFF-
0190809
14
WITN11310100
Witness statement of
Lorna Gratton
WITN11310100
15
UKGI00044299
UKGI NED Induction
Pack
UKGI053023-001
16
UKGI00044309
Guidance note 13: Role
of the UKGI NED
(November 2021)
UKGI053033-001
17
UKGI00049026
Governance Expectations
of the Chair
UKGI057802-001
18
UKGI00044283
Guidance Note 8: Chair
Appraisals (March 2023)
UKGI053007-001
19
UKGI00044313
Guidance Note 14: NED
Appraisal
UKGI05037-001
20
UKGI00044300
Guidance Note 18: The
role of UKGI in ALB
Sponsorship
UKGI053024-001
21
UKGI00044318
Articles of Association of
Post Office Limited
UKGI052980-001
22
UKGI00049029
FRC guidance on
Corporate Culture and
the Role of Boards
UKGI057805-001
23
UKGI00049027
UKGI Corporate
Governance Guidance
Note - Organisational
Culture
UKGI057803-001
24
UKGI00044278
Note Guidance Note 17:
Litigation Risks (August
2023)
UKGI053002-001
25
WITNO0200100
First witness statement of
Thomas Cooper
WITNO00200100
26
UKGI00049028
UKGI Values
UKGI057804-001
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