Witness Name: Lisa Harrington
Statement No.: WITN10780100
Dated: 28 August 2024
POST OFFICE HORIZON IT INQUIRY
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FIRST WITNESS STATEMENT OF
LISA HARRINGTON
I, Lisa Harrington, will say as follows:
INTRODUCTION
1. I am a former Independent Non-Executive Director ("NED") of Post Office
Limited ("POL"). I was a member of the Remuneration Committee ("RemCo")
and the Nominations Committee throughout my tenure (24 March 2020 — 1 June
2023) and I was Chair of the RemCo between January 2022 - June 2023.
2. This witness statement is made to assist the Post Office Horizon IT Inquiry
(the "Inquiry") with the matters set out in the Rule 9 Request dated 9 July 2024
(the "Request"). I have instructed Latham & Watkins (London) LLP ("Latham
& Watkins") to assist me in preparing this statement.
3. I have addressed the questions in the Request honestly and to the best of my
recollection, knowledge and belief. My tenure on the POL Board (the "Board")
coincided with the aftermath of the High Court judgments in the civil litigation
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under a Group Litigation Order ("GLO") as well as the unprecedented
operational challenges caused by the Covid-19 pandemic. Therefore some of
the details in this statement have been refreshed by a review of certain
contemporaneous documents .
4. Asmall number of documents have been made available to me by POL , which
I had limited time to review before submitting my witness statement. These
documents have been limited to minutes of the Board, induction materials,
iterations of a whistleblowing policy and terms of reference for various
committees. I did not receive any historic Board papers. Those documents
which I expressly refer to in this statement are listed in the Schedule.
PROFESSIONAL BACKGROUND
5. I studied German and Politics in University College Dublin, Ireland, and gained
a Bachelor of Arts degree in 1994. I subsequently completed a postgraduate
degree in Business Studies at the same university in 1995/6.
6. I commenced my business career in Andersen Consulting (now Accenture UK
& Ireland) ("Accenture") in Dublin, Ireland, in 1996. During my time at
Accenture, I was a member of the IT and business process graduate
programme. In this programme, we were taught how to code, test and deploy
large scale transformation and IT systems. I also learnt a range of strategy,
management and organisational design approaches and methods. I spent 10
years with Accenture, working on a number of large-scale transformation and IT
programmes for clients including Sainsbury's, Microsoft, BT Group, and
Compaq.
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7. In 2007, I joined BT Group and held a range of transformation, operational,
digital and technology roles over a 10 year period. My final role was as the Chief
Customer Officer of BT Group.
8. On leaving BT Group in 2017, I built a portfolio career working in a range of
executive and non-executive roles in telecoms, utilities and infrastructure,
education, and technology industries. I continue to work in this capacity today.
I did not hold any full-time executive roles during my tenure on the Board. This
was to ensure that I was not "overboarded" and that I was able to dedicate
sufficient time to my non-executive duties including my commitment to POL.
APPOINTMENT AS NED
9. In Autumn 2019, I was approached via a recruitment firm regarding an
independent, non-executive, board member role for the Post Office UK. My
paternal grandfather was an Irish postmaster, and I was drawn to the position
because of this family connection.
10. Iunderstood that the Board was keen to add IT and transform ation skills to the
board table and I had experience in these skills areas. I also understood that
POL operated in both a regulated and universal service obligation context, and
I had experience of both of these practices from my time in BT Group. I followed
the public appointments process, including a panel interview with a mixture of
executives, NED members, and an independent observer. I was offered the role
in Autumn 2019.
11. I was asked to accept the offer in advance of the Christmas recess in 2019,
however I decided against this and took some time to consider the position. By
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this time the Horizon Issues Judgment ("HIJ") had not been handed down. I had
a follow-up meeting with the Chairman, Tim Parker, in his offices in the National
Trust in November 2019. I also spoke with the outgoing NED, Timothy Franklin,
about the role and the scale of the challenge facing POL. I met with Tom
Cooper, the shareholder representative , in February 2020 to further develop my
understanding of POL governance and context. I also undertook my own due
diligence on POL to understand why POL was looking for someone with
business and IT transformation skills, including reading the media coverage of
the GLO history.
12. I considered refusing the position following the HlJ in December 2019, but
ultimately decided that my expertise would be of assistance to POL and decided
to accept the position on this basis.
13. I was formally appointed to the Board on 24 March 2020 and remained on the
Board until 1 June 2023 by which time I had completed my three -year term.
HORIZON IT SYSTEM
14. I have been asked to summarise my understanding of and experience of the
Horizon IT system. Prior to joining the Board, I had no knowledge of the Horizon
IT system and was not provided with any information about such by POL in
advance of my appointment. On joining the Board, I was given background
information on the Horizon system and wider systems estate, and on the options
and constraints for future re-platforming.
15. During my time on the Board, the Horizon IT system and historic issues were
often discussed. I was involved in numerous Board and other conversations
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over my three-year tenure as POL looked for replacement technology solutions
to fulfil POL’s system’s needs. The Board received regular updates on the status
of the current IT service provision and various options for the future provision of
IT systems. My role in this was very much one of oversight - to guide and advise
on alternative operating platforms for POL. I had no "hands-on" experience of
the Horizon IT system, no logins or other access. I was given a run-through of
the Horizon IT system during my induction including architecture information
and a briefing paper setting out McKinsey's high level findings in relation to the
Horizon contract. McKinsey was commissioned before I joined the Board to
conduct a review of the Horizon contract as well as possible exit strategies from
the relationship with Fujitsu.
EXPERIENCE ON THE BOARD
Training and induction
16. I have been asked to summarise the nature of any training and induction I
received prior to or on my appointment to the Board and to reflect on the quality
and completeness of any such training and induction I received. I joined the
Board during the height of the Covid-19 outbreak and as such my onboarding
and induction were adapted to accommodate the context.
17. Some of my induction meetings were virtual, and I remember the intense focus
at the time being on how we could support sub-postmasters ("SPMs'"), trying to
keep Post Offices open, how to safeguard our employees, how to keep cash
circulating in the UK, and how to continue to support local communities with vital
services.
18. Onconfirmation of ministerial approval for my appointment in January 2020, the
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19.
20.
21.
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Company Secretary contacted me to confirm my appointment date, offer me the
Board calendar dates and set up my induction meetings. My induction was
phased over a number of months and included : one-to-one meetings with each
of the POL leadership team or Group Executive ("GE"); meetings with the other
NEDs; receiving a range of background reading; receiving access to Diligent
(the Board document management tool) ; attending a NED refresher course and
a Civil Service day to understand Whitehall; and attending a range of in-person
visits including to a London cash centre and to Post Office branches in order to
experience the postmasters' and our employees' roles first hand. I received an
induction timetable, including meeting dates with various members of GE and
other Board members (POL00448671). I recall that the induction timetable was
not completely adhered to, likely due to Covid-19 restrictions at the time.
Separate to my induction, I visited my own local Post Office branch to ask
questions about the SPM's experience of the IT system and to observe SPM
use of the system in real time. It was important to me that I understood SPMs'
use of the IT platform and customers’ needs, and that I was able to observe the
context in which we would be implementing any change.
I had my Department for Business, Energy & Industrial Strategy ("BEIS") Non-
Executive Orientation Day (virtually) on 24 June 2020. The session was divided
into two parts, the first relating to public sector corporate governance and the
second regarding financial management of public money. I also received a
whistleblowing case study and learning points, and a case study regarding the
charity Kids Company to read in my own time.
As part of my induction, I also had a one-to-one meeting with Ben Foat (General
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Counsel). Shortly after joining the Board, in April 2020, I received a pack of
privileged and confidential background documents from Herbert Smith Freehills
("HSF"). This included a Board report from April 2020, HSF updates regarding
the Criminal Cases Review Commission ("CCRC") referrals, copies of the
Common Issues Judgement ("ClJ") and HIJ and press reports regarding the
same.
22. I have been asked what briefings, if any, I received on the issues addressed by
the Inquiry before or on joining the Board and to provide details of such and
reflect on their quality. As noted in paragraph 14, I was not given any information
prior to joining the Board on the Horizon IT system. The historic legal matters
were taken very seriously and these topics were discussed at length in Board
meetings, including in the weekly CCRC meetings, which ran parallel to the
regular Board meetings to discuss cases referred by the CCRC. I did not receive
any specific induction on the legal issues, which were unfolding in real time. The
Board was exposed to significant amounts of legal information, advice and
process. There was an acknowledgment that more legal expertise was needed
at the Board table, and this led to the appointment of a NED with legal skills in
July 2021.
Corporate governance arrangements
23. I have been asked for my reflections as to the adequacy and effectiveness of
POL's corporate governance arrangements in effect at the time I left the Board .
I define corporate governance as the system of rules, practices and processes
by which a company is directed and controlled. It involves balancing the
interests of a company's stakeholders including shareholders, employees,
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SPMs, and customers. On paper POL had many of the appropriate processes,
rules and practices in place. However, the complexity of the POL context with
significant historic issues to set right, substantial funding constraints, growing
public scrutiny, ministerial changes, intense commercial competition and a
challenging company culture meant that whilst corporate governance
arrangements were in place, achieving balanced outcomes was extremely
difficult.
24. With the heightened public interest in POL’s historic issues came intense
scrutiny and oversight from UK Government Investments ("UKGI") and the
shareholder. Whilst this was entirely understandable, it resulted in a protracted
decision making process and complex, multi-layered, accountability with
numerous audits and advisors involved to scrutinise decision making.
25. I had concerns with some specific corporate governance issues during my
tenure as a POL NED. These concerns were captured (amongst other
improvements and recommendations) in our annual Board Effectiveness
Reviews. Of particular concern to me were: 1) the quality of Board and
committee papers received; 2) the timeliness of the receipt of Board papers in
advance of meetings; and 3) the capability and continuity of executive support
offered to the Board. The level of executive support was of particular concern
to me in my capacity as RemCo Chair.
Culture at POL
26. Over my term on the Board, I would describe the Board's culture as tense and
sombre. This culture intensified over my three-year term. This is not surprising
given the huge weight of responsibility on the Board and the whole POL team
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27.
28.
29.
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to resolve numerous legal, technological, cultural and commercial issues. Both
new and old employees and Board members alike carried this responsibility.
The workload (both reading materials and meetings) was severe and included
weekly legal meetings alongside monthly (or more frequent) Board meetings.
There were many differing perspectives around the Board table, both executive
and non-executive. The historic legal issues weighed heavily on my mind. There
were significant existential decisions to be made on the future of the Post Office.
This was in addition to normal trading and people management priorities, all
heightened by the impact of the Covid-19 pandemic.
The leaders in the executive team positions and their teams changed often.
Given the extreme public scrutiny that POL was under, and the limited reward
packages, it was understandable that it was difficult to recruit and retain
individuals in key positions. However, this executive chum led to issues in
continuity, accountability and capability in some roles.
I have been asked to provide my understanding of the actions POL took to
change the culture of the organisation following the legal judgments or resulting
from evidence arising in the Inquiry. Culture change was a very important topic
at the Board. The Board was acutely aware of the need for a culture reset and
the challenges and time involved in effecting this. The Board discussed culture
and culture change at length, and culture was a regular Board agenda topic.
Over my three-year tenure the structure of the culture programme evolved but
it was always managed by an executive leadership team member, championed
by the Chief Executive Officer and overseen by the Board. The management of
culture change intensified post GLO and became more structured in 2020 and
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31.
32.
33.
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into 2021. It included: an Improvement Delivery Group (the "IDG"), which was
dedicated to implementing the changes recommended by the ClJ and HlJ; a
review of the postmaster experience; and the creation of the Business
Transformation Unit ("BTU"). The BTU was set up to adopt a holistic approach
to change in recognition "that IT programmes did not always have a good track
record and that change was not always fast in POL [and] as such, the
programme sought to do things differently with early Postmaster Engagement,
a SteerCo to integrate with network, Pick up and Drop off services (PUDO) and
banking teams, a work stream linked with branch accounting and engagement
with UKGI and BEIS to ensure the correct scrutiny and approvals at the outset
to avoid delays" (POL00448667).
The IDG focused on putting "postmasters at the heart of everything we do" and
led a range of interventions and improvements to address the issues raised by
both the ClJ and HIJ. The programme of work was externally audited and
surveys were sent to SPMs to get their feedback on whether changes were
having the right impact.
From 2021, culture updates were received in monthly Board meetings including
regarding engagement programmes such as "Adopt an area" for senior
leaders; a "Week in the life of a Postmaster" training sessions for all colleagues;
[and] "Stronger together" events to better define our ways of working
(POL00448669).
One particularly positive change, directly instigated by the Board, was the
addition of two SPM NEDs to the Board which I wholeheartedly supported.
Indeed, I noted at a Board meeting in June 2020 that the Board needed to
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recognise that a NED post would be a significant time commitment fora SPM
working full time, and that the appointments needed to be meaningful and not
just a symbolic gesture (POL00448665). I was not involved in the recruitment
process, but the Board was updated on progress. I virtually met four of the final
candidates who put themselves forward for election in 2021. All final candidates
were given the opportunity to ask any questions to existing Board members and
it was a good opportunity for me to see the calibre of candidates who put
themselves forward for the role. I believed that the addition of SPM NEDs was
a critical part of POL's governance shift, and it was important to me that the new
SPM NEDs would have the same accountabilities and responsibilities as any
other Board members.
34. The two SPM NEDs that joined in 2021 were credible postmaster advocates at
the Board table. They represented SPMs' perspectives in discussions and
regularly advocated on behalf of postmasters, particularly on matters of fair
SPM remuneration, technology in branches, training, SPM communication,
commercial competitiveness and dealing fairly with the historic legal issues.
35. I would conclude by noting that it is hard to say with great confidence whether
discernible culture change progress was made over the period I was on the
Board. I consistently raised that culture started with the Board and that
"governance and culture need[ed] to drive postmaster centricity"
(POL00448668). However, I think most would agree that culture is one of the
more challenging things to transform in a large organi sation.
Whistleblowing
36. I have been asked if the culture in POL actively encourages whistleblowers to
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speak openly and honestly about their concerns. I did not sit on the Audit, Risk
and Compliance Committee ("ARC") during my tenure, but I am aware that
whistleblowing cases were handled with care by the ARC and a senior
independent NED who acted as the Whistleblowing Champion.
37. Whistleblowing cases were sometimes referenced in Board updates. I believe
these cases were taken seriously and investigated thoroughly according to our
policy.
38. I have also been asked to set out my reflections as to the adequacy and
effectiveness of POL's whistleblowing policies and procedures that were in
place at the time I left the Board. Whistleblowing, by its nature, is a sensitive
and confidential process. I was aware that POL had a Whistleblowing Policy
(POL00413444), which was taken seriously by the ARC and reviewed for
appropriateness annually. In my experience of other boards, a positive sign for
an effective whistleblowing policy is to have some cases reported. No reported
cases can indicate that the process and policy is not being effectively
communicated, understood or promoted for use. As referenced above, I was
aware there were a number whistleblowing cases over my tenure, and on this
basis I would conclude that the policy was known and accessible to employees
and promoted via the "Speak Up" banner.
The Board's relationship with stakeholders
39. I have been asked to summarise my understanding and experience of the
Board's relationship with various key stakeholders. I did not have any direct
relationships or interactions with the National Federation of SubPostmasters
("NFSP"), Communications and Workers Union ("CWU"), the Department for
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Business and Trade ("DBT") or Fujitsu. We did however receive updates
pertaining to each of these stakeholders as part of the regular Board agenda.
For example, the Board discussed the role of the NFSP and CWU and their
relationship with POL, funding for these stakeholders, and the need to address
the NFSP's independence following the ClJ (POL00448646). The Board also
often discussed POL’s contractual relationship with Fujitsu including possible
exit strategies and other potential partnering opportunities for the proposed
platform modernisation (POL00448665; POL00448666).
40. I had regular direct exposure to UKGI through the shareholder representative,
Tom Cooper, who was a member of the Board and regularly attended Board
meetings. All communication with shareholders was channelled through Tom
Cooper. I had some dealings with Tom Cooper's team as a result of my position
as Chair of the RemCo. I also met Tom Cooper's successor, Lorna Gratton,
when she joined the Board in May 2023, and Roshana Arasaratnam when she
stepped in to cover a sabbatical period for Tom Cooper from September 2022.
Composition of the Board
41. I have been asked for my views on the current composition of the Board with
regards to experience, expertise and abilities, and specifically for my views on
the desirability of SPM representation on the Board, legally qualified board
members, and board members with IT experience. For an organisation
experiencing the scale of change that POL is, I consider it is important that there
is at least one board seat for a person with business transformation and IT
experience. Technical IT skills in themselves are often not sufficient, and the
challenge is more often in how to design, deploy and embed complex business
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transformation changes (including culture change, engagement, change
adoption, training, and communications) alongside the IT system itself. I
attended a number of the early phases of the Inquiry in 2022 and it was clear to
me from these sessions that the Horizon failings were not just technical, but
ranged from system design and testing, to training and communications, and to
policy and leadership.
42. Many of the Board members have changed since I stepped down in June 2023
and I am not therefore able to comment in detail about the current composition
of the Board. However, in general, boards should be a balance of skills and
experience while also being a manageable size. It is difficult to ensure on the
one hand that everyone's voice is heard and on the other that a board is able to
make decisions in a timely and effective manner. Good boards should also draw
from a range of backgrounds and life experiences, and benefit from diversity of
ethnicity, gender and thought.
43. For complex boards, core skills and experience include: financial, legal and
governance, people and leadership, IT and digital, and commercial. It is also
good practice to represent key stakeholder groups including shareholders and
employees.
44. In this respect, I would observe that the current Board has many of the key skills
one would expect of a board, but would benefit from someone with legal
experience, which was something I asked about at the June 2021 board
meeting (POL00448670). The consistent representation of SPMs on the Board
will continue to be a critical factor in changing the Board culture.
Provision of legal information to the Board
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45. I have been asked to what extent I consider I understand issues of legal
professional privilege and the extent to which such information may be shared
with the Board. I have also been asked whether I consider the provision of legal
information to the Board to be sufficient.
46. During my tenure I did not feel that information was being withheld from the
Board based on legal professional privilege. As noted above, Board papers
were sometimes poorly written or complex, however I did not feel that
information was being withheld on the basis of legal professional privilege.
47. During my tenure, the Board received regular legal updates including from
external lawyers as well as a significant number of reports. For someone without
legal training the volume of information and reports received felt overwhelming
at times and I did not always feel that we received a clear steer from the legal
lead. I appreciate however that the situation was constantly evolving and there
is little precedent for the situation we found ourselves in.
Departure from the Board
48. I departed from the Board after my three-year term had ended. I signalled in
Summer/Autumn 2022 to the Chair and UKGI representative that I would not be
extending to a second term. This early flag was to ensure the new incoming
Chair, Henry Staunton, was aware of my intentions and to enable appropriate
succession planning and for the public appointment process to be followed. I
agreed to an extension of up to three months to my tenure to support the Board
in making three new NED appointments in 2022/23. An extension felt necessary
to assist with a smooth handover. In addition, I had been asked to appear before
the DBT Select Committee in June 2023 and I considered it important that I was
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available to provide appropriate handover to my RemCo Chair successor prior
to the Select Committee.
OTHER
49. I have been asked for my views on the issues raised in the Times article dated
19 February 2024 (RLIT0000201) and my understanding of the circumstances
which led to the dismissal of Henry Staunton on 27 January 2024 and to the
resignation of Alisdair Cameron on 25 June 2024. As stated in paragraphs 1
and 48, I stepped down from the Board in June 2023 and accordingly have no
knowledge of these matters. I was not aware that Mr Cameron had resigned
until I read the Request. When I left the Board in June 2023, Mr Cameron was
on sick leave.
REFLECTIONS
50. Finally, I have been asked to set out any comments, reflections or concerns I
may have about my experience on the Board and to set out any other matters I
consider the Chair of the Inquiry should be aware of.
51. I look back on my NED tenure at POL with some regret. I accepted the position
after the GLO decision because I believed that my expertise could assist POL
in: 1) addressing the wrongs of the past; and 2) in re-platforming and rebuilding
the organisation, business and systems for the future. I don't believe enough
progress has yet been achieved in either of these missions.
52. I hope that my witness statement can be of some assistance to the Inquiry and
to those who have been impacted by the terrible miscarriages of justice.
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Statement of Truth
I believe the content of this statement to be true.
Signed:
Dated: 28/August 2024
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Index to First Witness Statement of Lisa Harrington
Board meeting held on 29 July
2020
No. RN Document Description Control Number
1. IPOL00448671 Lisa Harrington induction IPOL-BSFF-WITN-017-
programme (0019404
2. IPOL00448667 Meeting minutes: minutes of IPOL-BSFF-WITN-013-
Board meeting held on 26 (0000046
January 2021
3. IPOL00448669 Meeting minutes: minutes of _IPOL-BSFF-WITN-013-
Board meeting held on 30 (0000055
March 2021
4. I[POL00448665 Meeting minutes: minutes of IPOL-BSFF-WITN-013-
Board meeting held on 30 (0000014
June 2020
5. IPOL00448668 Meeting minutes: minutes of IPOL-BSFF-WITN-013-
Board meeting held on 25 (0000053
March 52021
6. IPOL00413444 Whistleblowing Policy IPOL-0193906
7. IPOL00448646 Meeting minutes: minutes of IPOL-BSFF-WITN-010-
Board meeting held on 27 July (0000004
2021
8. IPOL00448666 Meeting minutes: minutes of IPOL-BSFF-WITN-013-
(0000019
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No. I URN Document Description Control Number
9. IPOL00448670 Meeting minutes: minutes of IPOL-BSFF-WITN-013-
Board meeting held on 3 June I0000062
2021
10. IRLIT0000201 Times article dated 19 IRLIT0000201
February 2024
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