WITN10800100 Robert Swannell - Witness Statement

Evidence on official site

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Witness Name: Robert Swannell
Statement No: WITN10800100
Dated: 14 June 2024

POST OFFICE HORIZON IT INQUIRY

FIRST WITNESS STATEMENT OF ROBERT SWANNELL

I, ROBERT WILLIAM ASHBURNHAM SWANNELL, will say as follows:

1. lam the former Chair of the Shareholder Executive (“ShEx”), later UK Government

Investments (“UKGI”).

2. This statement is made to assist the Post Office Horizon IT Inquiry (the “Inquiry”)

with matters set out in the Rule 9 Request (the “Request”) dated 9 May 2024.

3. The contents of this witness statement are true to the best of my knowledge and
belief. I have referred to various documents in this statement. Where I have referred
to information from other sources, I believe that information to be true. The matters
referred to in this statement took place up to 10 years ago, and I have been assisted
in my recollection of events by contemporaneous documentation. I have sought to
clarify where I directly recall an event and where I have relied to a large extent on

the documents provided to me.

4. In making this statement, I have been assisted by Eversheds Sutherland

(International) LLP, the recognised legal representative for UKGI, a Core Participant

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(as defined in paragraph 5(a) of the Inquiry’s Protocol on Witness Statements) in

the Inquiry.

. [wish to start my witness statement by acknowledging the pain and suffering of so
many Sub-postmasters. This has been a catastrophic failure by many people and
organisations. When I first became fully aware of the facts and judgments that had
led to this position, I was appalled. From the visceral moment in March 2019 when
I first appreciated how misguided POL’s stance had been, I have been determined
to do everything I can to ensure that a tragedy like this can never happen again by
learning the lessons from it and learning them well. I describe the actions taken in
this statement to make sure that is the case. Finally, I should say that, from the
lessons already learned, referred to later in this statement, it is plain that there are
matters that UKGI could have done better and for that I offer my unreserved

apologies.

. In my final Report as Chair of UKGI in 2021 I said:

“We will ensure that, where there are lessons to be learned relevant to UKGI’s role
with respect to The Post Office and the Horizon IT matters we will learn and act
upon them. The many people deeply affected by this tragic set of events deserve
no less. In the meantime, we are making sure we give every possible assistance to

the statutory inquiry being led by Sir Wyn Williams.”

. I could make that pledge three years ago because, by then, UKGI had already

commenced a major lessons learned exercise, which I describe below and which

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is reflected in the Opening Statement presented to this Inquiry. This statement, and

my appearance at the Inquiry, is my part in fulfilling that pledge.

Background

. I began my career by qualifying as a chartered accountant with Peat Marwick
Mitchell (now KPMG), before being Called to the Bar and completing pupillage,
specialising in tax and company law. Between 1977 and 2010, I spent more than
30 years in investment banking with Schroders/Citigroup. I specialised in giving
financial and strategic advice to Boards on some of their most difficult, existential
moments, take-overs, mergers, reconstructions etc. From 1999 onward, I sat on
several listed company Boards, including appointments as senior non-executive
director on the Boards of both 3i Group PLC and The British Land Company PLC.
I was the Chairman of the HMV Group PLC between 2009 and 2011, and between
January 2011 and September 2017, I was the Chairman of Marks and Spencer

Group PLC.

. Alongside these commercial appointments, I held various appointments in
education and the charitable sector, for example, I chaired the governing body of a
major school and I also founded and chaired a significant educational charity. In
addition, I had two roles in the public sector. I was a member of the Regulatory
Decisions Committee of the Financial Services Authority (as it then was) from 2001-
2005, and from 1999-2008, I was a member of the Industrial Development Advisory

Board of what is now the Department for Business and Trade.

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10. I was appointed as a non-executive director (“NED”) of ShEx in November 20131
and attended my first Board meeting in January 2014 (see minutes
UKGI00016732). I was subsequently appointed Chairman of ShEx on 18
September 2014? and chaired my first ShEx Board on 24 September 2014
(UKGI00016719). I left UKGI (as ShEx had by that point become) in 2021 after
completing 7 years in the post, attending my last Board meeting on 22 September

2021 (see minutes UKGI00045948).

11. Since leaving UKGI, I continued to sit on the Board of the Investor Forum, a
company set up by the major fund managers/asset owners in the UK market to be
their vehicle for collective engagement with listed PLCs on subjects of governance
and strategy; I was a founding Director and stepped down from this Board after
three terms in January 2024. I am an Advisory Board Member/Senior Advisor to Citi
in Europe. I also remain a member of The Takeover Appeal Board, the ultimate

appeal body for the conduct of takeover bids in the UK.

My Appointment to ShEx Board

12. Asset out above, I joined ShEx in January 2014 as a NED. My contract as NED
required a time commitment of half a day per week. When I became Chair of ShEx
in September 2014, my time commitment changed to three days per month. When
I became Chairman of UKGI in 2016, my time commitment remained at three days

per month. This was subsequently increased to a commitment of five days per

1 Letter of appointment as a NED of ShEx (UKGI00045895) and (UKGI00045954)
2 Letter of appointment as Chairman of ShEx (UKGI00045949) and letter of appointment as
Chairman of UKGI (UKGI00045955)

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month in 2018°, and remained so until I left UKGI in 2021; my remuneration as
Chair remained unchanged throughout my term. I spent much more time working
for UKGI than my contracted hours; I would estimate at least 50% more. In addition
to membership/Chairing of the ShEx/UKGI Board, I attended all the UKGI Board
Committee meetings held during my term as Chair, either as a member or as an
attendee/observer: This included the Nominations Committee, Audit & Risk
Committee, Transactions and Remuneration Committees. There were no ShEx

Board Committees because ShEX did not have a fiduciary Board.

My work on the Board of ShEx/UKGI was not my only Board appointment at that
time. As I have set out above, I also sat on the Boards of a number of other
organisations whilst a member of the ShEx/UKGI Board of which, the Chairmanship
of Marks and Spencer was the most prominent. I nevertheless felt completely
comfortable that I had sufficient time to devote to each of my various roles and I

was never told otherwise by any organisation.

When I joined the Board of ShEx, I had no knowledge of the Horizon IT system
(“Horizon”), or the complaints that were being made by Sub-postmasters
concerning the integrity of Horizon. I did not know when I joined the ShEx Board
that Royal Mail Group had investigated, brought prosecutions, or obtained
convictions against Sub-postmasters, although that was something of which I later
became aware. I cannot now be sure when exactly I first knew about the
prosecutions, but 2016 is likely the earliest I would have known. I never knew who

within Royal Mail was responsible for these matters, nor do I now. Also, at the point

Signed appointment letter as Chair of UKGI, dated 28 August 2018 (UKGI00045953)

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of joining, I did not know about the Helen Rose report, nor Simon Clarke’s advices
of 15 July 2013 or 2 August 2013, all of which were documents of which I only
became aware through following this Inquiry and in responding to this Request. I
was also not aware of Deloitte’s ‘Project Zebra’ report on joining ShEx, and did not
become aware of it until the work done by UKGI in 2020 and 2021, as part of the

2021 UKGI Lessons Learned Review.

Similarly, I had no knowledge of the ‘Swift Review’ or Deloitte’s ‘Bramble Report’
until the work done for the 2021 UKGI Lessons Learned Review, which is covered

in detail below.

ShEx

At the time I joined ShEx, it was a part of the Department of Business, Innovation
and Skills (“BIS”). Over the years, this Department has changed its functions and
name from BIS to the Department for Business, Energy and Industrial Strategy
(‘BEIS”) and is now the Department for Business and Department for Business and
Trade (“DBT”). For ease of reference, I shall refer to this Department as DBT

throughout this statement.

The purpose of ShEx was to improve the Government's performance as a
shareholder of publicly owned businesses, not only those businesses originating
from within DBT, but also from many other Government Departments, for example,
The Royal Mint for which the relevant Department is His Majesty’s Treasury
(‘HMT”). In addition to its function overseeing the Government-owned businesses,

it also had a role in providing specialist corporate finance advice to Government

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departments which included advising on asset sales, launch aid and broader forms
of assistance, rescue aid and other interventions and other significant Government

projects.

In May 2015, the Chancellor of the Exchequer announced that ShEx would be
brought together with UK Financial Investments (“UKFI”) to form UK Government
Investments. UKFI was the body set up at the time of the global financial crisis in
November 2008, to manage the banking assets that came into HMG ownership at
that time, largely comprising the assets of Northern Rock and Bradford & Bingley,
along with large shareholdings in Lloyds Banking Group and Royal Bank of

Scotland (now NatWest).

This brought together two quite distinct organisations, initially operating with a
‘shadow board’ until 1 April 2016, when ShEx formally joined with UKFI to form
UKGI, as set out in the Board mandate (UKGI00045923). UKGI was, and is, a
private limited company owned by HMT, which took over the functions of ShEx and
UKFI. Although the merger was not formally completed until 1 April 2016, the two
organisations began to evolve into UKGI from the time that the decision to merge
was announced, and this was exemplified by my attendance at the UKFI Board
from the announcement. The working relationship between the two organisations
was excellent from the outset, right from the point of the decision to merge. The
‘UKGI transition update’ paper considered by the ShEx Board on 1 July 2015
(UKGI00016734 pp.30-40) gives a helpful description of this merger with UKFI, the
process by which it happened and the objectives of the newly formed UKGI. The
first Board of UKGI was in January 2016, and I was formally appointed Chair of

UKGI in February 2016.

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20. The activities and projects of ShEX and UKGI evolved over time, and, of course,

21.

the merger itself marked a major change in the scale of its corporate finance

activities. During my time at UKGI, the organisation took on many new mandates

and roles, including, for example: shareholder roles at Defence Equipment and

Support (“DE&S”) (an important Ministry of Defence (“MOD”) Arm’s Length Body

(‘ALB”)) and the Government Property Agency, setting up the British Business

Bank, analysing and advising on HMG’s contingent liabilities, and leading the

negotiations with pharmaceutical companies for vaccines during the Covid-19

pandemic. At the time I left UKGI, it acted as shareholder for 20 major ALBs. These

were:

a.

in finance, British Business Bank, UKEF, Royal Mint, UKGIP, Reclaim Fund
Limited, NatWest Group and UK Asset Realisation;

in communications, Channel 4, Post Office Limited and OneWeb;

in transport, NATS and Highways England;

in nuclear, Urenco, NDA and NNL;

in defence, DE&S and AWE;

in property and land, HM Land Registry, Ordnance Survey and Government

Property Agency.

Background and purpose of the ShEx Advisory Board

As ShEx was part of a Government department and not a company, its Board

operated in an advisory, as opposed to fiduciary, capacity. This changed with the

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formation of UKGI as a limited company, at which point the Board operated as a

fiduciary board.

Neither the Board of ShEx, nor of UKGI, had any executive responsibility for the

conduct of the operations of ShEx/UKGI.

The ShEx Board’s Terms of Reference, which are appended to my contract (see
paragraph 10), set out amongst other matters, the ShEx Board's purpose, authority,
and interaction with ShEx executive, along with the role of ShEx Chair, membership
of Board and requirements for meetings. Further information on ShEx’s history and
responsibilities is also set out in the First Witness Statement of Charles Donald
dated 6 February 2024 (“Donald 1”), in particular paragraphs 6 to 11, which I have
read and agree with in respect of the period of the time for which I held positions

on the ShEx Board.

UKGI Board

The UKGI Board approved its Terms of Reference at its first meeting on 27 January
2016 (UKGI00016724). The key objectives of UKGI set out in the framework
document with HMT were: (i) to prepare and execute all significant corporate asset
sales by the UK Government; (ii) to advise on all major UK Government financial
interventions into corporate structures; (iii) to act as shareholder for those ALBs that
are structured to allow a meaningful shareholder function and for other UK
Government assets facing complex transformations (especially if governance is at
the heart of a model change); and (iv) to advise on major UK Government

negotiations with corporates. The roles and responsibilities of UKGI and its Board

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are set out in more detail in the UKGI Framework Document* dated 2016

(UKG100045938).

It should be noted that UKGI was a small organisation with a staff of no more than
150 for most of the period in question. It is unique in the public sector, in that around
one half of its staff are career civil servants, and the other half are recruited or
seconded from the private sector. As set out in the ‘UKGI transition update’ paper
July 2015, UKGI is generally only tasked with taking on a shareholder role where
there is significant complexity involved (UKGI00016734 pp.31-32). Indeed, entities
that were in ‘steady state’ were routinely handed back to sponsoring departments
for the shareholder role (examples being Companies House, The Met Office and

Nuclear Liabilities Fund).

Role of Chairman

The role and responsibilities of the Chair of ShEx/UKGI are detailed in the
Chairman's Terms of Reference, which were approved at the UKGI Board on 19
May 2016 (see minutes UKGI00016758). The Terms of Reference provide that the
Chairman is to “promote the highest standards of corporate governance...which is
meaningful, relevant and understood throughout the business so that we all do the
right thing the right way” and to be accountable to ShEx’s/UKGI’s stakeholders for
the effectiveness of the Board (UKGI00016771, p.44). The Terms of Reference also
explain that the Board is accountable to the Chancellor of the Exchequer and,

through the Chancellor of the Exchequer, to Parliament. The other Directors

4 See, in particular, paragraph 6.8.

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reported to me in their roles as Directors, but Mark Russell also had the
responsibility for UKGI as Accounting Officer. In addition, I would expect that the
two Permanent Secretaries who sat on the UKGI Board had separate reporting

lines within their departments.

The draft UKGI Framework Document (UKGI00045938) discussed by the UKGI
Board on 27 January 2016 (UKGI00016724) records that the Chair: (i) was
“responsible for ensuring that policies and actions support the responsible Ministers
and where relevant other Ministers’ wider strategic policies and that the Board's
affairs are conducted with probity. Where appropriate, these policies and actions
should be clearly communicated and disseminated throughout UKGI”, and (ii) had
leadership responsibilities pertaining to the Board, including formulating the Board's
strategy, enabling the Board in reaching decisions, to take proper account of
guidance provided by the responsible Minister or the department, promoting the
efficient and effective use of staff and other resources, delivering high standards of
regularity and propriety, and representing the views of the Board to the general

public.

It was my task as Chair to ensure that we had a properly qualified Board, working
together with the right culture to provide oversight and challenge to the activities of
the executive, with an appropriate strategy and risk processes in place and people
(and a culture), to support that strategy and those processes. I had no responsibility
for the day to day running of UKGI, nor for executing any of its projects and neither
did any of the other NEDs. I make this distinction a number of times in this witness

statement, in response to specific questions about my actions or the work of UKGI.

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29. It is notable, that at the very first UKGI Board meeting in January 2016, UKGI’s
values were discussed and agreed by the Board. This was because observing our
values was at the heart of our culture. Employees were widely consulted on these
values, and the core values that were ultimately agreed upon included: being
professional and acting with integrity; being collegiate and committed to
improvement; being open and honest in our communications; and focussed on
outcomes. When I set out the role of the Board in plain language for our Board
Mandate, first agreed in May 2016 and renewed each year (UKGI00045923), these
values were emphasised. That Board Mandate set out how Directors should
behave in observing UKGI’s values. It included requirements for Board members
to make their considered views known, even if critical or expressing an opposing
view, and to do so in a way that encouraged constructive discussion. The Board
Mandate also provided that the Chair was responsible for ensuring the Board had
a culture where openness is encouraged, and disagreement is tolerated and

valued.

30. I can confirm that these values were observed consistently at the Board during my

time as Chair.

31. I regarded these values as crucial in an organisation like UKGI, where Executives
were often working under great pressure on highly complex tasks and where it is
vital for anyone who felt out of their depth, frightened or unsure, or who had made
a mistake, to feel able, indeed encouraged, to raise their hand and ask for support.

In addition, a very special culture was vital in recruiting staff from the private sector.

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32. Notwithstanding that the role of Chair of UKGI was a non-executive one, it would
be impossible to chair UKGI (or indeed any entity) without understanding what is
going on in the company and gauging the culture and mood of the organisation. In
this respect, I had certain routines to meet key executives and individuals within the
company and beyond on a regular basis. For example, I would meet the CEO of
UKGI every fortnight for an hour to discuss whatever was on our minds. These were
relatively informal meetings, and we did not produce agendas or keep minutes.
Similarly, I regularly met the (executive) Directors/SCS2° of UKGI every 6-8 weeks,
which helped me assess the performance of the CEO, as well as providing me with
detail on projects that would arise at the Board and so help me guide the agenda
of the Board. I would also meet the Deputy Chairman (Sir James Leigh-Pemberton)
and the Senior Independent Director (Jane Guyett) regularly on a 4-6 week cycle.
These two very seasoned NEDs/Chairs also spent a great deal of time with the
UKGI Executives so they could alert me to any worries they picked up. Both would
tell me, candidly, of any issues that I might not have handled well or had failed to
notice at the Board. I mentored certain UKGI Executives and was also attached to
one asset (Urenco) in the way that all NEDs were attached to one or more projects
or assets on the basis of a specification agreed at the March 2016 UKGI Board (see
minutes (UKGI00016745) and board paper (UKGI00016755 pp.29-30)). This was
to help apply the experience of NEDs to assist and mentor the executives of UKGI

responsible for those assets, but it was explicitly not for the NEDs to take an

° At UKGI, the most Senior Executive was the CEO. Beneath the CEO would be ‘Directors’ (SCS2 or
equivalent), ‘Executive Directors’ (SCS1 or equivalent) and ‘Assistant Directors’ (Grade 6 or equivalent)
and then ‘Managers’ (Grade 7 or equivalent).

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executive role. During my time at ShEx/UKGI, the NED assigned to POL was Jane

Guyett, the Senior Independent Director and Chair of ARC.

In addition to these, and other, regular meetings, I spoke to ShEx / UKGI executives
on an ad hoc basis about a variety of matters. I used to attend Portfolio Reviews
and Risk Reviews from time to time, to observe how they were being conducted by
the Executive Team, as did all the NEDs. The papers for one meeting of the UKGI
Risk and Assurance Committee that I attended specifically on POL held on 19 April
2017 (UKG100020606), are typical of the preparation for such a meeting. The paper
and accompanying slides are entirely focussed on the business and strategy and
funding of POL. There is no reference to Horizon / SPM issues and the litigation. I
cannot recall if there was any reference to Horizon / SPM issues at the meeting
itself but would not expect there to have been, given the focus of the

contemporaneous documents.

Before every Board meeting, the Board would invite the newest recruits to the
organisation to come and speak to the NEDs collectively. These new recruits were
asked to talk about what had brought them to UKGI, what they hoped to achieve,
their previous experience, what had surprised them on arrival (both good and bad),
their sense of the culture and their inclusion, and anything else on their minds. This
allowed me invariably to talk about UKGI, its culture, and the importance of

individuals speaking up if they had concers or were uncertain about anything.

Finally I would quite often address “huddles” of ShEx / UKGI executives. These

huddles were informal gatherings of the whole office, called on an ad hoc basis to

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give information of relevance to the team. I would often talk about what was on the

Board’s agenda and would invariably talk about culture and openness.

ShEx/UKGI Boards

When I joined the ShEx advisory Board, it had a NED Chair (Patrick O'Sullivan),
four additional NEDs and four Executive Directors (including the CEO, Mark

Russell).

When ShEx and UKFI merged, so did the two Boards. The Board of the new UKGI
comprised all of the Non-Executive members of the ShEx Advisory Board and three
members of the UKFI Board, and also included the permanent secretary of DBT
and the Second Permanent Secretary to HMT. Upon formation in 2016, the Board
of UKGI comprised:

Chair (myself),

Sir James Leigh-Pemberton (former Executive Chair of UKFI and Deputy Chair

of UKGI),

Jane Guyett (former NED of UKFI and later appointed Senior Independent

Director of UKGI),

Lord Gadhia (former UKFI NED),

Robin Lawther (former ShEx NED),

Caroline Thompson (former ShEx NED),

Sir John Kingman (second permanent secretary of HMT),

Sir Martin Donnelly (permanent secretary of DBT) and

Mark Russell (the ShEx and subsequently UKGI CEO).

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38. Simon Palley, an experienced private equity/venture capital professional, was
appointed for a three-year term in 2016. In 2019, Andy Duff and Clare
Hollingsworth, both highly seasoned Board members and Chairs, joined as NEDs
when Simon Palley stepped down. Otherwise, the Board was unaltered in all my

time as Chair from 2015/2016 to 2021.

Board Committees

39. Given the status of ShEx being based within a department with no corporate
structure and its Board being advisory in nature, the Board of ShEx did not have
committees. A Risk and Assurance Committee was constituted in 2013 as an
extension of the Executive Committee (“ExCo”) to assist ExCo monitor corporate
governance, risk management and control systems within ShEx (see Terms of
Reference (UKGI00045874) and minutes of ShEx Board meeting dated 15 January

2014 (UKGI00016731)).

40. When ShEx became UKGI in 2016, the following committees were constituted to
support the UKGI Board as is normal in any company with strong governance: the
Nominations Committee, the Audit and Risk Committee, the Transactions
Committee and the Remuneration Committee. These committees received their
authority from, and reported to, the UKGI Board. Further information on the roles
and responsibilities of these committees is set out in the terms of reference of each,

as referred to in the ShEx Board meeting dated 27 January 2016 (UKGI00016753).

Operation of the Board and Oversight of POL

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41. The Board of UKGI met at least 8 times per year, sometimes more. Prior to that,
the Board of ShEx met 6 times a year. From 2016 onward, in addition to the
provisions of the Framework Document and the Board Terms of Reference, the
purpose and role of the UKGI Board was codified in a Board Mandate which was
discussed and agreed each year with a different set of key issues for the Board to
focus on for the following year. The mandate was intended to serve as a granular
tool for both what the Board was doing and how it should do it, and the culture that
we wanted in the UKGI Board. It also explicitly set out what the Board did not do;

in particular, it should not undertake executive roles.

42. The way I managed the Board as Chair was, to a large extent, guided by the risk
register and so the Board’s focus would predominantly be on those assets
presenting the most risk at any given time. From my first ShEx Board meeting on
15 January 2014, before becoming Chair, the minutes show that I was very
focussed on risk to ensure that the Board was focussed on the key issues and

adding value (UKGI00016732).

43. It is important to understand that the entities which UKGI (and before that, ShEx) is
asked to take on are the Government's most challenging and high-profile assets.
For this reason, I am not surprised at the times when POL was not shown in the top
10 projects or indeed the top highest risks. That is not to say that any organisation
in the UKGI portfolio was ever ‘off the radar’, but we exercised oversight of UKGI
by the guidance of the risk register and the risks attached to assets at any given

time. This is starkly seen in the change of attitude of the UKGI Board to POL after

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the March 2019 Common Issues Judgment when POL became the most acute

focus of the Board.

Taking a risk-centred approach requires the risk register to accurately reflect the
risk posed and from my early days on the Board, the ShEx Board took steps to
improve its understanding and treatment of risk. In May 2014, at my suggestion,
the ShEx Board requested that consideration of risk registers was brought forward
to be considered earlier in Board meetings and that the risk register should include

reputational risk (item 7) (UKGI00016717).

At the ShEx Board meeting on 16 July 2014, the new risk registers were discussed
and the minutes record that I explained to the Board that it was key that the registers
should be used to challenge the shareholder teams as to their understanding of
identifying relevant risks (UKGI00016718). I also offered to arrange a meeting with
3i, where I had been a Senior Independent Director, to learn from their risk
processes given that they held major shareholding in scores of underlying entities;
this meeting took place and feedback was provided at the September 2014 Board

meeting (UKGI00016719).

It is important to understand what the UKGI Board did and did not do. It would
neither be feasible or desirable for an entity like UKGI, which has shareholder roles
for many entities, to deal with the day to day-to-day governance matters of each of
those entities. That is the task of the executives of UKGI and the wider Board of the
entity itself. As to operational matters of those entities, those were and are a matter

for the executive of the relevant entity.

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47. The reason why we were so careful in interpreting our role set out in the Framework
Document through the creation of the Board Mandate, was to avoid any confusion
as between the Board and the Executive. In addition, it would be easy for the Board
of an entity like UKGI with a wide range of activities and underlying entities, to be
imprecise in its work if it did not have a very clear idea of where it could add value.
The Board Mandate is an unusual document for any Board in this respect, but it
guided us in our work. I felt it was particularly important for a newly formed company
to have real clarity of roles. As set out in the Board Mandate (UKGI00045923), the
Board recognised that it “cannot, and should not, be involved in the day-to-day
exercise of the various activities of [UKGI] and nor to take operational decisions”,
rather, the Board’s responsibilities included “feJnsuring that adequate controls and
processes are in place for the proper exercise of the senior management's day-to-

day responsibilities”, "approving the overall strategy and objectives of UKGI”, and

approving the risk register (at least annually).

48. Our thinking on the role of the Board evolved over time, as can be seen from my
paper ‘UKGI Board review — follow up’, dated 6 February 2018, for the February
2018 UKGI Board (UKGI00016797 p.34). This document did not represent a
sudden change of emphasis but more, it records a synthesis of how the work of the

UKGI Board had operated and evolved since its formation in April 2016.

49. My February 2018 Board Paper (UKGI00016797 p.34) also set out a revised
agenda structure for Board meetings to allow the Board to achieve its goals. This
structure mandated that each Board meeting would include a CEO Report, a people

report, a CFO update, a risk register showing any material changes from previously,

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project reviews of projects where delivery and reputational risk is high, new
mandates for approval, department relationship reviews, summary of transaction
committee work, horizon scanning and strategy (mandating that once each year
there would be a paper on overall strategy and objectives for forthcoming year and
agreement of budget and an annual assessment of performance against strategy

and objectives).

This new Board format was to apply with effect from May 2018. This was not a
revolution but more a codification of what the Board expected for it to be able to
add value. The emphasis on the risk register is crucial in allowing the Board to focus
on the riskiest assets or roles. This is the process through which the Board got its

information relating to POL or any other asset where UKGI acted as shareholder.

So far as the processes in place for the Executive to monitor the performance of

the portfolio assets, there were two principal fora for this:

First, there was a Portfolio review process. This developed over my time as
Chair. Accounts of how this process worked and developed can be found in
Board papers in February and September 2018 (UKGI00016799) and
(UKGI00016802). These papers describe the way in which challenge was to be
given to the UKGI teams directly involved in the asset by the Senior Executives
of UKGI. NEDs were encouraged to attend these meetings, particularly where
an asset to which they were attached was to be discussed. These processes
were the backdrop for the production of the Portfolio Dashboard which was

appended to each Board pack. The Dashboard was principally a tool for the

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CEO and COO, to monitor the work of the Executive Directors in the execution
of their work as shareholder, and have a ready set of information on the

strategic issues affecting each asset.

b. The second forum was the risk reviews. The processes for the risk reviews
were the responsibility of the Audit and Risk Committee (“ARC”), chaired by
Jane Guyett. This was first discussed by the UKGI ARC Board at its first
meeting in January 2016 (UKGI00016669) and then again in May 2016
(UKGI00016675). In essence the Portfolio Reviews were about interrogating
the delivery of the strategy and policy, whereas the Risk Reviews were about

assessing risks in the delivery of that strategy and to UKGI, and their mitigation.

52. Bringing together the elements referenced above, the way in which the UKGI Board

exercised its oversight in relation to POL was as follows:

a. Through the CEO's regular report to the Board which would always reference
the most pressing or difficult issues;

b. Through the risk register which after April 2018, was a standing item at the front
of every Board Meeting and which had previously been included in Board
papers from 2014;

c. Through the Dashboard which was a composite reflection of the Portfolio and
its reviews;

d. Through attendance by NEDs (including me) of Risk Reviews and Portfolio
Reviews; and

e. I Through NEDs assignment to Projects and Portfolio Assets.

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Government's interest in POL

53. The Request asks me a number of questions in relation to the Government's
interest in POL. I cannot offer any meaningful comment on this, since my meetings
with Ministers and DBT officials were very few. I had no meetings of any
consequence about POL with Ministers, and no direct conversations about Horizon
/ SPMs. Apart from my annual meetings with the Permanent Secretary to DBT
(described below) and his attendance at the UKGI Board, I had no conversations
with any DBT officials with responsibility for POL, nor would I have expected to do
so since this was the responsibility of the UKGI executives. In relation to details of
ownership and governance structures in place in respect of POL, I would refer the

Inquiry to the contents of Donald 1.

54. Throughout my time at ShEx / UKGI, POL existed as a Public Non-Financial
Corporation (“Public Corporation”), which was wholly owned by the Secretary of
State for DBT. Public Corporations operate at arm’s length from Ministers and
HMG. They have their own board and executive who are responsible for the

management and oversight of the company. They are referred to as ALBs.

55. I believe that ALBs have an important part to play in the governance of state assets.
It allows HMG to set policy and objectives and appoint a Board of suitably qualified
people to achieve those objectives. Clarity of purpose can be achieved through a
framework document and Chairman's letter. Oversight on good governance can be
achieved through the role of HMG as shareholder with the framework document,

articles of the entity, and through representation on the relevant Board. The most

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56.

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important tools for HMG in this arrangement are approval of the key Board
appointments and ensuring that the Chair and CEO are rigorously and regularly

assessed against their objectives.

I am asked a series of questions about the extent of the responsibilities for POL of
DBT and the Secretary of State. In my role as Chair of UKGI, I only focused on
UKGI’s role in relation to POL and I have insufficient visibility on the role of the
Secretary of State, Ministers or officials at DBT to offer any useful view. As I have
explained at paragraph 53 above, apart from the Permanent Secretary I have never
met with DBT officials dealing directly with POL, and have only met with two DBT
Ministers, each, for one short meeting. In saying this, I need to make it clear again
that, in the conduct of the operations of UKGI in respect of its governance of
portfolio entities, interactions with Ministers was a matter for the Executive
Directors, not for me, as Chair of UKGI, or any other NED of UKGI. The only reason
I ever met a Minister (normally once a year) was to discuss the work of ShEX /
UKGI itself in the round as the responsible department for ShEx (DBT) and UKGI
(HMT). It was in this context I met two DBT Ministers in my time at ShEx / UKGI,
and then with the Economic Secretary to the Treasury (“EST”) of HMT,

approximately once a year when UKGI came within HMT’s ambit.

So far as the relative roles of ShEx / UKGI and DBT are concerned, the position
was unusual in my early days as Chair, because ShEx / UKGI handled the policy
role as well as shareholder role. These roles were otherwise invariably split with
the relevant Department having the policy role and UKGI having the shareholder

role. When UKGI became a separate entity owned by HMT, the DBT-UKGI MOU

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58.

59.

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(UKGI00045946) redefined the split of responsibilities with DBT focussing on policy
and UKGI on the shareholder role. This position was finally set out in a revised
MOU in 2019 (UKGI00013078). My recollection of the detail surrounding the
transition of the policy role from ShEx / UKGI to DBT is limited, however I have
reviewed the account set out in Donald 1 (paragraphs 33-37) and Donald 2

(paragraph 55) and would refer the Inquiry to those paragraphs.

I have no knowledge of, and so cannot assist with, the background to the
Government's position that operational and/or contractual matters were a matter
for POL and not Government. This was a matter that I assume was discussed and
agreed by the UKGI Executives with DBT, but was not a UKGI Board matter, and it
was never discussed by me as Chairman or the Board collectively, until the Lessons

Learned Review in 2021.

Relationship between ShEx and POL/strategy of oversight

So far as those that had responsibility within ShEx / UKGI for oversight of POL, I
was not involved in the operational details of the management of this asset and
cannot say whether I met all the ShEx / UKGI team working on POL; that was the

responsibility of Mark Russell, the CEO.

When I joined ShEx, the UKGI Executive who was responsible for oversight at POL
was Richard Callard, an Executive Director. Richard was supported in this role by
Anthony Odgers, a Director of UKGI, and then by Justin Manson, a Director who

also held roles as the Deputy CEO and Interim CEO of UKGI. Richard was followed

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61.

62.

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in the role by Tom Cooper, a Director of UKGI. Richard reported successively to
Anthony Odgers, and then to Justin Manson (as Deputy CEO) who both in turn,
reported to Mark Russell (CEO). In Tom Cooper's case, he reported directly to the
CEO, successively Mark Russell, Justin Manson (as interim CEO) and then Charles

Donald, the current CEO.

Whilst I met once a year with the Chair of POL, I would not describe this as part of
an oversight role. It was explicitly intended to get feedback on UKGI performance
in its role as shareholder. Of course, during the meetings other subjects were
covered and from time to time, I passed on thoughts or advice, as I set out in detail

below.

The rights and powers to fulfil ShEx’s / UKGI’s remit were covered by being part of
DBT when ShEx existed and then through the MOU with DBT, after 2016. I had no
involvement in the detail of this MOU, which was an operational matter for the

Executive team.

I am not best placed to comment on all the detail of ShEx’s / UKGI’s day to day
execution of its mandate in relation to POL. My role as Chair of the Board of ShEx
and then UKGI, was to ensure through the ShEx/ UKGI Board, that ShEx and then
UKGI, had proper processes in place to deal effectively with each of the portfolio
assets and, based on the risk register, undertake deep dives in relation to matters
that were shown as particularly high risk. It was also the role of the Board to be

sure that any new role taken on by UKGI was sufficiently clear in its objectives to

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64.

65.

66.

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have the greatest chance of success; that said, it was not always possible to clarify

the mandate to such an extent that it was clearly within UKGI's risk tolerance.

The process’ that UKGI had in place to ensure the proper supervision and
monitoring of its roles are described in paragraphs 51 to 52 above. The principal
means were through Portfolio Reviews, Risk Reviews and through deep dives at

the Board.

Amore informal monitoring took place as result of the assigning of a UKGI NED to
most assets/projects, which, as I have explained in the case of POL, was the Senior
Independent Director, Jane Guyett. In addition, from time to time, the UKGI team
would report on whether the governance processes were properly in place for all
UKGI Assets. I refer to one such review dated 3 September 2018 (UKGI00016802
pp.110-118). It will be seen that this includes a checklist of important governance
tools. There is another example of this at the February 2018 meeting

(UKGI00016797).

On external oversight, UKGI had a Board formed of highly experienced
independent NEDs who I regarded as both challenging and supportive in the right
mix. In addition, there were two very experienced Permanent/Second Permanent
Secretaries on the UKGI Board from HMT and DBT, and in addition Alex Chisholm,
previously Permanent Secretary of DBT and then Permanent Secretary of Cabinet
Office, was a Board Observer after he moved from DBT to the Cabinet Office. The
CEO and the Deputy CEO (when there was one briefly) were the only Executive

Directors on the UKGI Board. I believe that the UKGI Board was as assiduous as

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67.

68.

69.

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any I have seen in its holding to account of the UKGI Executive Directors.
Furthermore, I believe the Executive Directors relished the challenge they received
and were open to criticism and new ideas, and were never defensive, in line with

UKGI's values.

In addition, the UKGI Executive would report to HMT on a quarterly basis about the
business of UKGI set against its objectives and strategy. This presentation would
normally be shared with the Board in advance. I refer to an illustrative quarterly
presentation dated 15 November 2016 (UKGI00016759). I would meet the Second
Permanent Secretary of HMT, the UKGI Board member, approximately twice each
year and in addition, would also normally meet the Permanent Secretary of HMT
each year as well as the Cabinet Secretary (at least up until Lord Heywood stepped
down). Finally, I had regular meetings with HMT Ministers (approximately once a
year), most frequently with the EST. There was normally no agenda for the
meetings with the EST. It would be a relatively informal meeting to discuss any

issues of concern to the Minister or me.

So far as the governance structures of the POL Board were concerned, this was
not something that the UKGI Board considered in detail. That was the role of the
Executive. It had processes in place to ensure that this work was undertaken by
the Executives of UKGI responsible for this, and this was reported to the UKGI
Board. A good example of such a report is that of 7 February 2018 to the February

2018 Board (UKGI00016797).

ShEx oversaw POL and its operations in the way a shareholder would ordinarily

do so, that is to say, through the Articles of Association and later Framework

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70.

71.

72.

73.

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Document, through a Chairman’s letter, and through the role on the shareholder
NED on the POL Board. UKGI Executives on the shareholder team received
monthly Board packs of information and had regular meetings with POL to discuss

this information, but this was not something in which I, or the Board, was involved.

I have also referred at paragraph 65 to the governance checklist (an illustration

dated September 2018) through which UKGI interacted with POL and all its other

portfolio assets.

I do not believe that ShEx had any role over contractual and personnel
management at POL, save that the POL Articles of Association required the

Secretary of State’s consent in relation to the approval of certain appointments.

Insofar as ShEx / UKGI had any oversight of POL’s investigation and response to
the allegations made by Sub-postmasters concerning the Horizon IT system, such
oversight would be a matter for the ShEx / UKGI Executive, as was any matter to
do with the day-to-day governance/shareholder duties of the individual portfolio
companies. This was not a matter for me as Chair of UKGI, unless the matter was
specifically brought to the Board for a deep dive either at the request of the Board,

or through normal reporting by the CEO.

Similarly, I am asked about the principles of governance for POL which again, was

not a direct responsibility of the UKGI Board, but of the Executive and was

interrogated through the portfolio reviews. This was then fed for information to the

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75.

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UKGI Board through the Risk Register and the Dashboard, although as I have

explained, the latter document was primarily for the use of the executive.

So far as the Board of UKGI was concerned, we operated as though we were
subject to the same standards of Governance through the FRC Corporate
Governance Code as applies to listed companies, save that our processes for the
recruitment of Board members was necessarily shaped by the rules applicable to
public entities. All Board appointments needed the approval of Ministers and
required an Appointment Panel with an independent member. As a result, the role
of the Nominations Committee was different from a normal PLC. To preserve the
important engagement of all Directors, I tried as far as I could, to include the whole
Board in the process of Board recruitment, the discussion of the required skills and

experience of new NEDs, and at least keep them fully informed.

Conversations relating to Horizon / SPM issues

I am asked to provide an account of all material conversations with POL, ShEx,
UKGI, DBT or wider, as it related to POL including, but not limited to, the Horizon
IT system, complaints by SPMs, past convictions of SPMs, the Mediation Scheme,
the role of Second Sight, the Swift Review, the Group Litigation Order (“GLO”), and

the Common Issues Judgment.

I am asked to discuss how often I met with representatives of ShEx / UKGI to
discuss matters relating to POL. I have set out my normal interactions with ShEx /

UKGI personnel. These were extensive and frequent. It is beyond my powers of

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recall to record all such interactions, except where there is written material. I do
believe, however, that the frequency of Board Meetings and disclosure of what was,
or was not reported there, gives a reliable picture of information I possessed at any

given time.

For clarity at the outset, I would note that my meetings with representatives of DBT,
POL, or wider Government were infrequent because it was not my role to execute
the business of UKGI. I never met with any DBT official in relation to POL other than
as noted below. In general terms, I would meet people in these categories as

follows:

a. I met the Chairs of all UKGI assets once a year, or sometimes more

frequently. In relation to POL, this was Alice Perkins, and subsequently, Tim
Parker. The prime purpose of these meetings was to get feedback on UKGI
and its people. This information, and that of the Permanent Secretaries and
Ministers, was fed into the Annual Review of UKGI’s performance. Apart from
the Chair, I never met any other Executive or Non-Executive representative

of POL in my ShEx / UKGI capacity.

b. I met the Permanent Secretaries of all Departments with which UKGI was

engaged as client, once a year. Again, the purpose was to get feedback on
UKGI and its people. In this context, I met the Permanent Secretaries of DBT
as sponsoring department of POL, principally Martin Donnelly and then Alex
Chisholm and, at the end of my term, Sarah Munby. They were all NEDs of

UKGI and all attended UKGI Board meetings. The other departments with

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which ShEx / UKGI was principally engaged were HMT, MOD, Transport,
Education and Department for Digital, Culture, Media and Sport (“DCMS”)
and so I met the Permanent Secretary of each of those Departments each

year.

c. I met the Permanent / Second Permanent Secretaries of the sponsoring

Departments of first SnEx and then UKGI, DBT and HMT respectively, mostly
to discuss the performance of UKGI. This was normally twice each year and
in the case of UKGI / HMT would also include an annual meeting with the
Permanent Secretary each year as well as a, generally, twice yearly meeting

with the Second Permanent Secretary, who sat on the UKGI Board.

d. I met Ministers infrequently, perhaps an annual meeting with Minister of the

two sponsoring departments, DBT for ShEx and HMT for UKGI.

In the following paragraphs, I have done my best to give as accurate account of all
the requested interactions in chronological order. I also address when these

matters became a priority for me and the UKGI Board and our actions at that point.

On 3 July 2014, I met Michael Fallon, then a Minister in DBT. This was an
introduction in the context of my taking over as Chair of ShEx. It was a 30-minute
meeting and I have no record of what was discussed, and no longer have any
recollection of this meeting. I think it is unlikely that POL or Horizon was discussed,

not least because I had no knowledge of the Horizon issues at that time.

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80. On 3 September 2014, I attended a meeting with Martin Donnelly, the Permanent
Secretary at DBT. I have been unable to locate any notes from this meeting and
have no recollection of it. It was just before I became Chair of ShEx, so I suspect it
too, was purely introductory. Martin became a NED of UKGI on its formation in

2016.

81. On 21 January 2015, I attended a meeting with Martin Donnelly. I have been unable
to locate any notes from this meeting, but from the timing of the meeting, I think it
is very likely that it was related to the Student Loans Company where there was a
specific issue at large at that time. I think it is unlikely anything about POL was
discussed and I can find no evidence to suggest that I had anything to discuss with

him on that topic.

Meeting with Alice Perkins

82. On 8 April 2015, I met the outgoing Chair of POL, Alice Perkins, who was due to
leave the business in July 2015 (see cover email UKGI00045532). In preparing
this statement, I have reviewed the briefing paper and note that there is no
reference to Horizon within the briefing (UKGI00045533). I do not have any record
of my meeting with Alice, but I think it is unlikely we would have discussed Horizon.
In the course of preparing this statement, I have seen an email I wrote to Alice
Perkins after the meeting on 9 April 2015 (UKGI00045947). It is very short and
simply thanks her for her time and for sharing her thoughts on a range of topics. I
say that I will follow up to get her leaving perspectives. I imagine I meant her

perspectives on POL and ShEx, but can’t be certain. A meeting was arranged by

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83.

84.

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me for July 2015, but Alice was unable to make it; the meeting was cancelled and

was not rearranged.

On 17 December 2015, I attended a meeting with the then Secretary of State for
Business Innovation and Skills, Sajid Javid MP at DBT. Ahead of the meeting, I
received a written briefing from Rachel James at ShEx (UKGI00045897). The
briefing covered the restatement of POLs accounts following an accounting error.
It also included information about possible privatisation of POL, upon which ShEx
had recently been asked to advise by Mr Javid. In preparing this statement, I have
seen a readout of the meeting produced by George Thompson, Mr Javid’s Private
Secretary (UKGI00045898). I can see that POL was discussed during our meeting,
but only in relation to Mr Javid’s willingness to explore different ownership models
for POL, and the future of the business. Horizon is not referred to in the read out

and I have no recollection of it being raised.

Developing knowledge of Horizon IT issues

As I have set out above, the first meeting of the UKGI Board took place on 27

January 2016 (UKGI00016724).

Having reviewed the documents that have been provided to me by UKGI, while
there were references to Horizon and SPM issues in supporting documentation
provided to the Board, I have only been able to identify four sets of UKGI Board
minutes which record discussion of Horizon and SPM issues; each of these

discussions took place after the Common Issues judgment in the GLO was handed

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down on 15 March 2019. This accords with my recollection. I have not been able to
identify any reference to Horizon in Board minutes or Board papers whilst I was at

ShEx.

86. There was no reference to Horizon / SPMs in any CEO Report to the Board of UKGI

or in any risk register until 2019. This is considered in greater detail below.

87. The first reference I have been able to find to ‘Horizon’, appears in the ‘ShEx
Dashboard’ within the pack produced for the UKGI Board meeting on 27 January
2016 (UKGI00020145). As may be seen at that stage, “minimising HMG and POL’s
financial and reputational exposure to the alleged Horizon IT issues” was noted as

one of the priorities in relation to POL.

88. The Dashboard represented a summary of what was going on at each of the
portfolio assets and the strategic highlights, and as such did include brief references
to Horizon; it was included in every Board Pack as an item for information. It was
not the tool that drove discussion/matters to be discussed at the Board. The Board
was Clear that the principal tool relevant to us was the risk register. I would have
regarded it as inconceivable that an item of deep concern for delivery of the asset's
strategy, or that might affect UKGI’s reputation, would not feature on the risk
register. I do not recall any Board member picking up this one line in the Portfolio
Pack, and cannot recall any Board discussion at this time as to what the “alleged

Horizon IT issues” mentioned in the Dashboard were.

89. On 1 April 2016, ShEx and UKFI merged to create UKGI.

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90. The UKGI ARC met on 19 May 2016 (UKGI00016675). As noted previously, ARC
was responsible for the review of UKGI's risk processes whereas the UKGI Board
looked at specific risks/projects in more detail. The minutes of the June 2016 UKGI
ARC Meeting (UKGI00016667) clearly sets out the respective roles of the ARC and
UKGI Board, and an action was shown for the Terms of Reference of the Board and

the ARC, to reflect this split of responsibilities.

91. On 19 July 2016, I met the new Chairman of POL, Tim Parker, for one of my regular
annual meetings with asset chairs. I have known Mr Parker since the 1980s. I would
describe our relationship as an open one, and so I felt able to speak to him freely
and frankly. Ahead of the meeting, I was provided with a briefing by the shareholder
team at ShEx (UKGI00020297). In addition to such a briefing, I would usually hold
a meeting with members of the shareholder team to better understand the brief and
also to enable me to ask any questions I may have had, and glean any pertinent
background information from the team. It was also a good way for me to get to know
more junior team members. I can see from my diary that I had a scheduled briefing
meeting set up by Laura Thompson on 13 July 2016, and it looks as though each
of Richard Callard, Justin Manson and Tim Mclnnes were involved. I have no

recollection of this briefing meeting.

92. The final item of the three-page briefing document referred to Horizon and the
connected litigation as a topic which Mr Parker might raise during our meeting. The
reference to the issue in the briefing for the meeting says that legal action is being
brought against POL in respect of its IT system Horizon and claims that it

“wrongfully prosecuted/sacked a small number of agents”. The note included an

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explanation that Mr Parker had undertaken to carry out a review of the matter for
the minister. I now understand that the review mentioned was in fact a reference to
the “Swift Review’; however, at the time, I was not aware of the review beyond what

was set out in the briefing note.

Following my meeting with Mr Parker, I sent an email to Justin Manson and Mark
Russell, in which I provided a summary of the meeting (UKGI00045899). My email
does not refer to any discussion of Horizon or Mr Parker's review, and I do not now
recall whether they were discussed; I believe that had Horizon or Mr Parker’s review
been discussed in any detail, I would have recorded that discussion within my note.
The note was written immediately after my meeting, so I would expect it to be
complete and accurate. I did however refer to Mr Parker's appraisal of Richard
Callard’s performance on the POL Board, as the UKGI NED, which I took to be
reassuring from a UKGI perspective. This was, after all, the purpose of the meeting.
It does not surprise me that Horizon was not discussed given its lack of prominence
in my briefing. As the briefing and my note of the meeting make clear, Mr Parker

was mostly concerned with getting his business plan agreed and approved.

On 26 October 2016, I attended a meeting with Alex Chisholm, the newly appointed
Permanent Secretary at DBT. Mr Chisholm was also a member of the Board of
UKGI, having been appointed as a NED at the September 2016 meeting of the
UKGI Board (item 6) along with Charles Roxburgh, the Second Permanent
Secretary to HMT (UKGI00016770). I have reviewed the briefing note produced for
me ahead of the meeting with Mr Chisholm (UKGI00045901), and I note that the

briefing made no reference to POL within the list of current UKGI priorities. As set

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out in the list of potential discussion topics, the principal purpose of my meetings
with the Permanent Secretaries was principally to seek feedback on the
departments view of the relationship and performance of UKGI. I have been unable
to locate any notes I made following the meeting, and I have no recollection of what

was discussed.

On 13 April 2017, I attended a meeting with Alex Chisholm. I have reviewed a
briefing provided to me by Richard Callard (UKGI00045936). Mr Callard’s briefing
was primarily concerned with the difficulties which had been encountered in relation
to agreeing a funding agreement for POL with Government. The briefing did not
refer to Horizon or related matters. Having seen the briefing whilst preparing this
statement, I seem to recall a particular issue that needed to be discussed
concerned an impression that the then Secretary of State or Minister had, that
Richard Callard was too close to POL in the rather fraught discussions on funding;
however, given the passage of time, my recollection is unclear and I have not

located any notes I may have made following this meeting.

On 30 March 2017, I met Tim Parker. I note that there is no reference to Horizon in
the briefing with which I was provided (UKGI00045935). The meeting was almost
all about funding. Immediately after the meeting, I sent a very short email to Mark
Russell and Justin Manson (UKGI00045934). My note records Mr Parker's
appreciation of Richard Callard’s work and his performance as a NED of POL

“giving appropriate challenge and advocacy’.

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97. On 8 November 2017, I met Tim Parker. Unfortunately, I have not located any
written briefings in relation to the meeting, however, following the meeting, I once
more sent an email to Mark Russell and Rachel Mortimer, to summarise the details
of the meeting (UKGI00020798). I can see from my note that, for the first time in
one of our meetings, Mr Parker did raise the Horizon litigation as one of his worries,
although it appears from my note, that he was more concerned about the time
commitment required of him to POL duties under his contract as Chairman. I note
the reference to “600 stranded schemes” in my note; for clarity, I now understand
that this was not a reference to anything concerning Horizon, but rather, it referred
to Sub-postmasters who were regarded as ‘stranded or hard to place’ as part of the

Network Transformation process (UKGI00045944).

98. Although I cannot now recall how I felt after the meeting, I do not appear to have
formed the impression that the Horizon litigation called for any particular action on
my part or on the part of the UKGI Board. If the matter had been raised in more
strident terms, I would have recorded it. I do not think that I was satisfied or
dissatisfied with Mr Parker's oversight of POL and handing of the GLO proceedings
at this point as, first, it was not a detailed conversation that we had and, second, it
was not part of my role as chair of UKGI to hold Mr Parker to account as Chair of
POL. My principal task at these meetings was to find out how the Chair of POL
thought UKGI was performing in our role as shareholder of POL, so that I could
objectively report that to the Board. In that regard, Mr Parker communicated to me
that he was happy with the support provided by UKGI in general and once more

praised Mr Callard, in particular.

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99. At the February 2018 Board, I presented my paper “UKG/ Board review — follow
up” (item 5) on the role of the Board (UKGI00016797). I have covered this paper
and the proposed changes to the UKGI Board agenda and board packs in detail

earlier in this statement.

100. During the February 2018 meeting, the Board considered a presentation titled
‘UKGI Portfolio Management: Process, governance and documentation’.
(UKGI00016797). The Board agreed an updated set of processes for UKGI portfolio
management and risk evaluation (UKGI00016799). The Board pack also contained
a clear description of the Board processes for governance, which included that the

Board should review the risk heat map at each Board (UKGI00016797).

101. The Board pack for the UKGI Board meeting on 16 May 2018 (UKGI00016783)
shows the new format of Board Pack with the more prominent risk register shown
in its new position, at the start of the Board pack. I note that there is no reference
to Horizon in the entry for POL. The dashboard appended to that Board pack for
information (UKGI00016783) has a short reference to Horizon, however, as I have
already explained, this Dashboard was a paper attached to every Board Pack which
was of interest to NEDs but was not the tool that drove the Board agenda and

debate. I do not recall any discussion of Horizon.

102. On 11 September 2018, I once again met Mr Parker. My briefing for this meeting
contained an update ahead of the impending trial in the GLO, which had been listed
for November 2018 (UKGI00008374). By this time, I was aware of the litigation and
the impending trial date through internal discussions with UKGI colleagues. The

briefing referred to the fact that UKGI had “not yet been satisfied that [POL] has

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done enough to identify, assess and manage the risks’ relating to the Horizon
litigation. As I recall, this was a reference to UKGI’s view on the adequacy of POL’s
contingency planning in the litigation and to the absence of responsive provision of
information by POL to UKGI. This dissatisfaction had followed from UKGI becoming
more involved in the course of the litigation as a learning from the Magnox Lessons
Learned Review. This had led to UKGI team being more intrusive but which it was

understood POL considered as “undue interference” (UKGI00008374).

103. I think it useful at this point to describe briefly, UKGI’s Magnox Litigation Lessons
Learned Review. This stemmed from a_ situation where the Nuclear
Decommissioning Authority (“NDA”) had been judged to have had carried out an
improper procurement for a very large, complex task in decommissioning Magnox
Nuclear reactors. Contrary to all of the external and NDA legal advice, at the end of
a very expensive trial in 2016, the High Court held that the NDA had acted
improperly, and the result was a very substantial award of damages to the
disappointed claimant bidder for the contract. A non-statutory inquiry was
commissioned, led by Steve Holliday, who reported in March 2021. Although
UKGI’s role was relatively tangential in this issue and UKGI professes no expertise
in major procurements, I was determined that UKGI should learn any relevant
lessons. A thorough process was undertaken by UKGI, and a Lessons Learned
Report was received by the Board in September 2017. These lessons, which
included a recommendation of Government being made aware of and approving
key steps in substantial litigation, were already being applied to the POL situation

in 2018 (notwithstanding that the Non-Statutory Inquiry had yet to publish its report).

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104. I have noted that my email following the meeting with Tim Parker to Mark Russell
and Robert Razzell of 14 September 2018, makes no reference to Horizon
(UKGI00045945). The meeting note does make the first reference to Tim Parker
being unhappy at how “executive” the UKGI team had become. I suspect, but
cannot be sure, that the intervention of which Mr Parker disapproved was this more
interventionist stance on the litigation. However, as I have explained above and as
can be seen from the discussion of Tom Cooper's approach in my email, the
underlying purpose of these meetings was to understand any particular issues in
the relationship between POL and UKGI, and not to delve into any operational
matters concerning UKGI assets (unless, of course, somebody had told me to do

something about it).

105. At this point in the litigation, I do not think I had a particular view on POL’s handling
of matters to do with Horizon and the conduct of the GLO, save that I understood
there to be a degree of frustration on the part of the UKGI team. I do not recall any
specific conversations which caused me to be aware of this frustration, but rather it
was something which I picked up from my discussions with Tom Cooper, the
shareholder NED. At this stage, I had still not been provided with anything
substantive to consider concerning POL, the GLO and the issues surrounding
Horizon more generally. I cannot provide any view on my feelings at the time of the
adequacy of UKGI’s handling of the issues because, as I have explained, I was not

sighted on the detail of those issues.

106. In the Board Pack prepared for the November 2018 meeting of the UKGI Board on

29 November 2018, I note that the overall risk attributed to POL within the Risk

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Register Review was reduced due “to improved performance”. (UKGI00045959).
There is no reference to Horizon in the risk register. The risk register shows POL
as a medium reputational risk for UKGI, which was below the rating for 13 other
UKGI assets (UKGI00045957). It is shown as ‘Red/Amber’ for delivery because of
the commercial and strategic risks to navigate (UKGI00045957). I note that the
UKGI Dashboard does refer to the civil litigation and records the start of the trial in
November 2018 as a new item (UKGI00045956). The traffic lights in the Dashboard

all show green and orange.

107. The Board pack for the UKGI Board meeting on 29 January 2019 (UKGI00016800)
contains the usual paper on the risk register. There is no reference in the body of
the note to a change in risk of POL, but the reputational risk is increased in the heat
map. There is also an entry in the risk register (though not highlighted as a change
in red) stating: “There is an ongoing POL litigation which could potentially generate
a high level of negative coverage”; (UKGI00016800 p.61). I believe that this was
the first reference to the GLO within the risk register. I also note that the Dashboard
included as usual, as an item for information in the same Board pack refers to

potential risk of adverse judgment in the GLO (UKGI00016800).

108. The Board Meeting on 29 January 2019 (UKGI00016800), was a most unusual one
and was conducted differently to any normal Board Meeting. I had arranged to take
the whole UKGI Board up to Sellafield in Cumbria to see the site and meet the NDA
and Sellafield Boards. NDA had, for obvious reasons, been the most highly rated
asset for risk for most of my time as Chair. It was a huge and complex undertaking
and I wanted the Board, who had spent so much time talking and worrying about it,

to see it in all its vast scale. The focus of this meeting was, unsurprisingly, the NDA,

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but there was also a major item on UKGI's expanding work with MOD. Unusually,
the Risk Paper was attached for information only. I can’t be certain why that was
the case, but suspect that it was because of the choreography of an unusually sited
Board and agenda. I should also clarify that it does not surprise me either that a
single line referencing civil litigation in the 30-page Dashboard provided “For

Information Only’, did not lead to any discussion.

109. In March 2019 Alice Perkins, the now former Chair of POL, was engaged by UKGI
to undertake a Board effectiveness review of the UKGI Board. UKGI undertook a
Board Effectiveness Review each year. Previously, these had been undertaken by
the UKGI Company Secretary, but I felt it was appropriate that we should be
challenged by an external party (UKGI00045551). An external board review at least
every three years is standard practice for good governance. I did not have a close
relationship with Alice Perkins, although I had been impressed by her effectiveness
in difficult circumstances, as a NED at Littlewoods many years previously, when I
had been the investment banking adviser to the company. She had also left POL
with a good reputation as far as I was aware. She was, at this time, working as a
coach to Boards and in executing Board Evaluations. She is direct and I thought
she was someone who would deliver clear messages where improvement of the
UKGI Board was needed, if that were the case. I always think Board Effectiveness
Reviews are a good opportunity for Boards to be self-critical and improve. As I
noted prior to her instruction in an email to Jane Guyett, dated 19 October 2018 at
17:01 hrs (UKGI00045551). Ms Perkins was well placed to undertake such a review
due to her extensive experience of both business, including some particularly

challenging Boards, and of government (UKGI00045551). She was experienced in

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110.

111.

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conducting Board Reviews and was also at that time engaged on an evaluation for
another Board within the UKGI ambit. Whilst it is certainly correct that cost was a
consideration of her instruction, her experience was impressive and her
appointment was discussed with the Senior Independent Director, the Chief
Executive, and ultimately, the whole Board. Ms Perkins’ instruction was approved

by the Board at a meeting on 29 November 2018 (item 14) (UKGI00016807).

GLO Judgment and UKGI response

On 15 March 2019 (20:11hrs) I received an email from Mark Russell whilst I was
on holiday in Portugal, forwarding a note from UKGI General Counsel, Richard
Watson (UKGI00009278 pp.5-6). Richard Watson's note summarised the findings
of the judgment handed down that day in the Horizon GLO, and highlighted the
criticism levelled at POL by Mr Justice Fraser. It also identified potential risks to

UKGI raised by the judgment.

Mark Russell referred to parallels between this judgment and the Magnox litigation.
My initial thoughts expressed in my response were that “it did not look at all good’,
and my first instinct that evening was also to seek to understand whether UKGI had
fully applied the lessons learned following the Magnox litigation. My feeling was that
the matter had, at best, been mishandled by POL. The result was completely
counter to all POL’s confidence in the strength of its case that I had heard informally

over years before.

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112. In my reply to Mark Russell the same day at 21:24hrs (UKGI00009278 pp.4-5), I
indicated that UKGI would need to consider whether it had properly applied the
lessons learned from the Magnox litigation to the conduct of the GLO. I have

referred to this matter and UKGI’s response in paragraph 103 above.

113. On 19 March 2019, I received a further email concerning the GLO judgment from
Mr Russell, this time forwarding an email in which Mr Watson set out his
assessment of the steps identified following the Magnox litigation to mitigate the
failings in that case. Mr Watson explained that he considered that the lessons from
the Magnox review had been learnt in UKGI’s approach to the GLO
(UKGI00009278 p.1). This is consistent with Tom Cooper’s more interventionist
approach, covered in my note in the meeting with Tim Parker in September 2018

(UKGI00045945).

114. The receipt of these emails in March 2019, represented a turning point for me and
for UKGI and its Board. From this point onward, POL and the issues surrounding
the Horizon IT system became a top priority for the UKGI Board and also for me as
chair. When I read the judgment (I can’t recall exactly when), I noted that the
language used by the judge was excoriating. Although I am not a practising lawyer
and had no detail of the grounds for seeking recusal, I was surprised by the recusal
application and the advice from eminent lawyers supporting this approach; to me

such an approach seemed to lack common sense.

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115. A meeting of the UKGI Board took place on 21 March 2019, where a discussion
surrounding the POL litigation took place. This was only a brief discussion because

the impact of the recent judgment had not yet been properly assessed.

116. At the next UKGI Board meeting on 23 May 2019, the UKGI CEO provided a report
to the Board (item 6) about the GLO and the outcome of POL’s appeal against the
failed application for Fraser J, to recuse himself from the case (UKGI00009838). To
the best of my recollection, this was the first time that a substantive discussion of

Horizon or GLO took place at the UKGI Board.

117. I note that the Board felt that it may be necessary to “consider wider changes that
would effect a change of culture that had led to this position”. \t was clear that
‘culture’ was a major issue for POL, and this was a view shared by experienced
Board members at UKGI. The reference in the minutes was to a sweeping change
to the way which the Post Office treated its relationships with its Sub-postmasters.
I also note that the lawyers involved in the case (both internal and external) were
being replaced, a matter on which I believe Mr Cooper had been closely involved.
I have been asked about the Board’s discussion at this meeting, however I cannot
now recall anything further about what, if anything, was discussed beyond that
which is recorded in the minutes themselves. What was agreed was that the matter

would be discussed in full at the next UKGI Board.

118. At the UKGI Board on 23 May 2019 (UKGI00009838), Alice Perkins presented a
summary of her findings in her Board evaluation of the UKGI Board, which she had

completed on 16 April 2019 (item 5) (UKGI00017188). This was a valuable review

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that led to greater effectiveness of the Board, in particular by reducing the number
of Executives around the table at any time. This change was a bit bruising for the
(executive) Directors who, though not members of the Board, had hitherto attended
all of each meeting. However, in my view, it made for better dynamics to have these
(executive) Directors present only for subjects of relevance to them. To compensate
for less time meeting UKGI executives at the Board, NEDs were instead

encouraged by the Board to attend Risk Reviews and Portfolio Reviews.

119. On 12 June 2019, I met Tim Parker. I have seen an email exchange with Tom
Cooper that shows I was briefed by phone at 08.30hrs on the morning of 12 June
2019 (UKGI00045951). I have no recollection at all of this briefing. My note of the
meeting, which I sent to Mark Russell and Robert Razzell on 16 June 2019,
summarises our discussion which, in significant part, focussed on the litigation
(UKGI00010190). The first item that we discussed was the Horizon litigation. As
the note records, at this stage, Tim Parker did not appear to have fully appreciated
the significance of the issue for Ministers / BEIS, which I emphasised to him during
the meeting. The note records that I asked him about what lessons could be
learned, and it seems that I felt he was somewhat unclear in his response. My
comment about the meeting with the Minister, Kelly Tolhurst, being important was

intended to alert him to be very well prepared.

120. Tim Parker also commented upon the UKGI NED, Tom Cooper, acknowledging his
input. He was generally positive, but appeared to consider that UKGI was too
involved with the business and that it was not UKGI’s role to compensate for

inadequacies in the POL executive team and go “tramping about the business”. My

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response to Mr Parker was that it was incumbent on any NED to probe effectively
and the same would be true in the private sector with a private equity owner; Mr
Parker had been part of CVC, the private equity business, and I knew he would
understand this analogy. It is significant to note that the role of the shareholder
changes when the underlying company has effectively betrayed the trust that its
shareholder has put in it; any company in such a position can expect a completely
different relationship with the shareholder, and this explains the change in cadence
of meeting and attitude taken by me, and by UKGI generally, following the

judgment. I wanted Tim Parker to be clear on this point.

121. On 9Q July 2019, I chaired a meeting of the UKGI Board. As can be seen from the
minutes, POL was the first substantive item of business, during which there was a
detailed discussion of the litigation (UKGI00016810). The Board paper
(UKGI00016809) was extensive, and this was the first occasion on which I had
seen a detailed timeline of the litigation and references to the Second Sight Reports
and the Swift Review. It is notable that the lessons learned from the Magnox review
were appended as Annex B to the Board paper. It is clear from the minutes that the
Executive were challenged on whether the lessons had been applied, and they
confirmed they had. It is also recorded that the Board queried the Dashboard traffic
lights and the Executive agreed they should change. There was also a discussion

on the difficulty of challenging the opinions of lawyers as a lay person NED.

122. The consideration of POL at this Board meeting was a ‘deep dive’ where, following

the discussion, a series of action points were set out, including scheduling a further

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major discussion in September 2019, with a set of agenda items for that paper, and

also a review of litigation across the whole UKGI portfolio.

123. By this stage, I was aware that a working group had been established between
BEIS, HMT and UKGI to oversee the settlement process. I saw this as positive step
given how my confidence in POL’s approach to the litigation had been
fundamentally shaken by the March judgment (and its tone) and, as I saw it, the
recusal fiasco. In addition, as referenced above, the UKGI Board put in train a
number of actions to be completed before the next Board meeting, reflecting the
urgency and significance that the Board wanted to be applied to those issues, both

in respect of POL and also in respect of other UKGI entities.

124. On 4 September 2019, I had a short meeting with Alex Chisholm (UKGI00024178).
We discussed the Horizon litigation in the context of POL remuneration and Mr
Chisholm explained that he thought that POL’s position of seeking full bonus
payments lacked judgement in the face of the GLO judgment. I fully understood
the point made by Mr Chisholm, and I believe I agreed with his position, but I cannot
now find any written material to support this. I also understood that for the POL
directors who had had no part in the Horizon issues, it was a bitter pill, but one that
they would have to swallow. Alex Chisholm acknowledged that Tom Cooper, the
shareholder NED on the POL Board, had made a positive contribution since his
appointment, particularly from a commercial perspective, and it was agreed that he
and Tom Cooper would meet with Tim Parker to discuss the key issues that were
facing POL (UKGI00045565). I see that in my note of the meeting, I record that Alex

Chisholm as having said, in the context of us discussing the MOU between UKGI

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and DBT, that “they had been inconsistent in their approach, for example too hands
off on POL”, which I understood to be a reference to the approach by DBT towards
POL (UKGI00024178). I cannot now recollect any further detail about the
conversation or what prompted the comment by Alex Chisholm, beyond what is

recorded in my note.

125. On 17 September 2019 the UKGI Board received an update on POL from Tom
Cooper (UKGI00016817). He reported that POL had accepted that settlement of
the GLO should be pursued and that preparations were therefore underway for a
potential mediation. By this stage, UKGI and BEIS had already established a
Working Group with HMT to discuss the necessary preparations from a government
perspective, which included the need to be able to obtain approval for any
settlement that required funding from the Treasury. I was pleased that this approach
had been adopted by POL and with the level of information provided in the update;
prior to this, my confidence in POL and their handling of the GLO had been

shattered.

126. The Board also received a litigation summary dated 9 September 2019, drafted by
Richard Watson, UKGI’s General Counsel (UKGI00016817 p.33) which included a
summary of the GLO. This paper also referenced all litigation across the UKGI
portfolio. The paper noted that Richard Watson now sat on the POL Board litigation
sub-committee as an observer and that Nigel Boardman (BEIS Board member and
ARAC Chair) was providing some additional assurance to BEIS Ministers on POL’s
litigation strategy (UKGI00016817 p.35). This structural change was consistent with

the Magnox lessons learned.

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127. At the UKGI Board on 17 September 2019, the Board received and discussed an
update on POL. It is clear to me from the minutes of the meeting, that UKGI Board
members had some doubts about whether POL had fully grasped the
need/opportunity for change (UKGI00016815 pp.3-4). It suggested that key areas
POL might address, included the siloed nature of the business, continuing the
improvement with Sub-postmasters, digital identity, commercial agility and its
internal talent pool. It was apparent that the Board saw the best way to address this
was through DBT and UKGI meeting with the Chair of POL to discuss, and then

setting out the necessary actions clearly in the Chair's letter.

128. On 11 December 2019, Richard Watson produced a paper for the UKGI Board
concerning the settlement of the GLO, noting that the settlement was a positive
outcome for all parties (UKGI00045568). Following receipt of this paper, I emailed
Richard Watson on 11 December 2019 (14:46) to thank him for the paper
(UKGI00045569). I acknowledged that the settlement figure had been significantly
less than some of the larger and more alarming estimates, by which I meant the
estimate of £100 million given to me by Tim Parker in June 2019. It appears from
my email, that what I considered most pleasing about a settlement having been
achieved was that it would mark a change of direction and reset the culture and
relationship between POL and the Sub-postmasters, that I believed was necessary
after years of conflict and disagreement. It was in that context that I referred to the
positive comment made by Alan Bates following the settlement of the litigation; this

seemed to me a consequential change in relations.

Independent advice and establishing future best practice

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129. Following the settlement of the litigation, my mind quickly turned to the lessons that
I felt UKGI could, and should, learn from being engaged in such significant and
complex litigation, particularly in light of the fact that the Magnox lessons had
already been usefully applied. On 16 December 2019, I therefore emailed Jason
Manson, UKGI's Interim Chief Executive, asking whether a team could be stood up
quickly, to analyse the potential lessons and consider what could have been done
differently (UKGI00025454). Mr Manson responded very shortly afterwards and
agreed with the approach that I had suggested, including the involvement of an
external adviser who could provide challenge and external experience that I felt

would enhance the quality of the team’s discussions.

130. With Mr Manson's agreement, I therefore contacted Robert Webb KC and asked
him whether he would be willing to assist. I have known Robert Webb for many
years; he was not only leading counsel but had extensive experience of difficult
legal issues as Head of Legal at British Airways and Rolls Royce, and then as
Chairman of Autonomy. His emails in response, dated 22 December 2019 and 23
December 2019, demonstrated to me that he would bring a valuable perspective to
the review (UKGI00045571). I also contacted Christopher Saul, formerly the Senior

Partner at Slaughter & May, to ask if he too would participate in our review.

131. On 14 January 2020, I scheduled a meeting at UKGI’s offices and invited Robert
Webb and Christopher Saul to attend (UKGI00045574). As I explained in my email
to them, dated 8 January 2020, the purpose of this meeting was to discuss how

Chairs, NEDs and Boards could make the best decisions when faced with complex

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and potentially very consequential litigation. Following the meeting, Christopher
Saul sent me a Disputes and Litigation Checklist (UKGI00025771), which was
intended to reflect the points raised during our meeting (UKGI00011077). Following
the meeting, I also asked Richard Watson to review and revise the protocol that
UKGI had developed following the Magnox litigation involving the NDA, to reflect
the recent discussions and to build on what we now considered to be best practice
in light our Magnox experience. I intended to present the updated protocol to the
UKGI Board (UKGI00016820 pp.68-69). Mr Watson also provided comments on
the Disputes and Litigation Checklist, as did Robert Webb and Justin Manson, as

can be seen from within the same email string.

132. At the UKGI Board on 29 January 2020, the CEO, as the first item of his report,
provided the Board with an update in light of the settlement of the GLO (item 5 of
the minutes) (UKGI00016819). The Board considered Richard Watson’s paper on
disputes and litigation protocols, dated 21 January 2020, which asked the Board to
note and agree the draft ‘UKGI — Disputes and Litigation Protocol guidance’
(UKGI00045974) It was explained to the Board (item 12 of the minutes) that this
guidance note had been informed by the meeting with Robert Webb QC and
Christopher Saul (UKGI00016819). I note that this was the first Board meeting
following the settlement of the GLO; it was important to me that the development of
the litigation protocol and commencement of the wider lessons learned review were

in train as soon as possible.

133. On 3 March 2020, I had a meeting with Tim Parker (see email update to Justin

Manson and Robert Razzell (UKGI00018737)). He was unequivocally positive

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about the contribution of Tom Cooper, the UKGI NED, particularly concerning his
work on the settlement of the GLO. Mr Parker asked me for my advice on what I
thought POL should do. As my note shows, my view was that POL should use the
situation to change the culture and reset the relationship with Sub-postmasters, and
that they “should do the right thing” in relation to those who had suffered criminal
convictions and were subsequently exonerated. I would occasionally be asked for
my advice in meetings with the chairs of assets, and, unless there was a good
reason for not doing so, I would offer my views when they were sought. We also
discussed how Boards approach litigation risk, something which the UKGI Board
had recently considered when developing its guidance on disputes and litigation
protocols. Mr Parker also reflected on POL’s conduct of the GLO proceedings and
whether settlement should have been considered earlier, but he also noted that it
may have been difficult to settle any earlier given the legal advice which had been
received and the need, as a public corporation, for POL to consider value for money.

I do not now recall the discussion beyond the contents of my note.

134. At the April 2020 Board, it is noted in the minutes (UKGI00016822) that the Board
received an update about the on-going challenges for POL and agreed to discuss
this in greater detail at a future meeting. The same was noted at the Board in the

minutes of the May 2020 Board (UKGI00045952).

135. In July 2020, the UKGI Board considered an in-depth review of POL, covering
litigation, leadership, COVID, funding, strategy, governance and investments
(UKGI00045385). This Board Paper states that the UKGI NED on POL Board

pushed for changes in the internal and external legal teams and a mindset change,

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that led to the December 2019 settlement. The paper was for discussion and there
was no major ask of the Board beyond acting as a sounding board for Tom Cooper
on strategic areas, including litigation and for me, to continue to have occasional

meetings with the Chair.

136. I am asked what steps UKGI took to learn lessons arising from, or related to the
outcome of the GLO. I have already described the work with Robert Webb KC and

Christopher Saul to compile a Litigation Protocol.

137. In September 2020 I discussed with Sir James Leigh-Pemberton, Deputy Chair,
and Jane Guyett, Senior Independent Director, my intention that UKGI should
commence a detailed and rigorous lessons learned exercise, and that work should
begin as soon as possible. My intention was that the exercise should mirror the one
undertaken in relation to Magnox and be led by UKGI’s General Counsel. James
Leigh-Pemberton and Jane Guyett confirmed that they considered it appropriate
that I should be one of the two NEDs responsible for overseeing the work
(UKGI00045975), and I remained closely involved up to the point of my departure.
The proposal to conduct an internal lessons learned exercise was approved by the

Board and we were determined to ensure that it was both rigorous and extensive.

138. The Board maintained a close involvement, including through the establishment of
a Board working group, and there was a specially convened Board meeting on 4
May 2021, to review the progress made by UKGI’s General Counsel at that stage,
and to ensure that the work was being conducted in the thorough and self-critical
way we considered to be essential. We placed particular emphasis on the issues

of culture, whistleblowing and the combination of UKGI’s shareholder and policy

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roles prior to the separation in 2018, and made clear that we expected these issues
to be carefully addressed. A draft preliminary report, marked ‘confidential and
legally privileged’, was presented by UKGI’s General Counsel to, and discussed by,
the Board at my penultimate Board meeting in July 2021 (‘the Draft Internal
Review’) and I have exhibited a copy to this statement (UKGI00048173). The Draft
Internal Review made clear that it was based on the material that was available at
that stage and that the conclusions expressed were inevitably preliminary in nature.
However, even at that early stage, it was possible to identify a number of key
themes in relation to lessons learned and a number of respects in which, on
reflection, UKGI could and should have more effectively discharged its corporate

governance responsibilities.

139. My view, which was shared by the Board as a whole, was that the Draft Internal
Review met the standards of thoroughness and self-critical rigour that we had set.
There were obvious limitations to the exercise — it had been conducted at an early
stage and it was largely limited to documents in the possession of UKGI — but it
was detailed and analytical and, in our view, it accurately identified a number of
fundamental issues that went to the heart of the problems highlighted by Fraser J’s
judgments. As a Board we were particularly concerned to ensure that detailed
consideration was given to the operation of UKGI’s governance structures and that
the relevant lessons should be identified quickly, so that remedial action could be
taken. In general terms, we considered that the Draft Internal Review met those
objectives and whilst there would inevitably be much more evidence to come,
including the accounts of those directly involved in the material events, we felt that

the Draft Internal Review provided UKGI with a sound, rigorous starting point.

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140. I understand that the lessons learned work that I had initiated in September 2020,
continued after my departure and ultimately fed into the production of the detailed
UKGI Opening Statement presented to this Inquiry in October 2022. I was not
involved in the production of the Opening Statement, but I am pleased to see that
it reflected the same key lessons learned themes that had been identified in the
Draft Internal Review, namely: (i) ALB independence and Board composition; (ii)
whistleblowing; (iii) culture; (iv) litigation oversight; and (v) dual policy/shareholder
role. I am very pleased that UKGI was able to provide such a detailed and reflective
Opening Statement at the outset of the Inquiry, and that the prompt commencement

of an internal lessons learned exercise contributed to that process.

141. At the UKGI Board in January 2021 (UKGI00045387), a substantial paper was
presented for discussion to the UKGI Board about the Historic Shortfall Scheme
(“HSS”). There was also an oral update on the review I have described above and
the then non-statutory inquiry. The minutes record that, in relation to the HSS, the
Board wished to be updated at each future UKGI Board. In relation to the review
referenced, it was noted that Sir James Leigh-Pemberton and Jane Guyett would
join the review team. It was also clear that the legal team was under a lot of pressure
as a consequence of the requirements of the then non-statutory inquiry, and the

Board advised that this work for the inquiry had to take priority.

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142. At the Board Meeting in March 2021 (UKGI00045392)°, there was a verbal update

on the HSS scheme.

143. My final meeting with Tim Parker took place on 29 April 2021 (UKGI00019087). I
see from the briefing with which I was provided, that the meeting took place shortly
after the Court of Appeal quashed the convictions of a number of Sub-postmasters
(UKGI00044394). Much of the meeting concerned a discussion about culture,
which I considered lay at the heart of the POL Horizon problem and which Mr Parker
clearly felt was an issue too. Mr Parker told me that POL was genuinely seeking to

improve the relationship between POL and the Sub-postmasters.

144. My note of the meeting records another positive assessment of the UKGI NED by
Mr Parker, although, again, Mr Parker raised his complaint of over-managing by
UKGI. I see that I told him, once more, that the private sector would be no different
and that trust needed to be earned back. In my view, given what had happened at

POL, Mr Parker should have expected nothing less from UKGI.

145. At a UKGI Board meeting on 26 May 2021, it was noted that the inquiry was now
converted to a statutory inquiry, and that UKGI would now need to reassess its

resourcing to cope with this.

146. My final Board meeting as Chair of UKGI was on 22 September 2021. The minutes

note under the section on the risk register, that there was a brief discussion about

® The relevant parts of the documents referenced in paragraphs 141 and 142 are redacted, as they
contain un-waived POL privileged material.

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the HSS and the need for the UKGI to be properly staffed given the work of the

Inquiry.

Reflections

147. I have been asked to consider whether there was anything during my time at ShEx

and UKGI which I would have done differently.

148. I should start by saying that I have read carefully UKGI’s Opening Statement to the
Inquiry. As mentioned above, I had no part in its production. I do however, endorse
the points made in its ‘Reflections and Lessons Learned’ sections and I recognise
that many of these reflections and lessons learned were covered in the 2021 Draft
Lessons Learned Review and derived from it. For my own part, as one of the
members of the working group concerned with the production of the Draft Lessons
Learned Review, my starting point for my reflections must be to endorse and adopt
the reflections and learnings of that review. I therefore do not intend to cover again
each of these lessons learned but rather to focus on my own personal position or

perspective and things that I might have done differently.

149. I now understand that the POL prosecutions of Sub-postmasters had almost
entirely ceased by the time I became Chair of ShEx/UKGI in September 2014. I had
had no knowledge of Horizon, SPM prosecutions or the SPMs arguments when
prosecutions stopped in, I believe, 2015. I do not believe that this subject was ever
discussed at the ShEx Board in that period or even mentioned in any paper seen

by the ShEx Board. So, unfortunately, during my time as Chair (from September

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2014) I do not believe that anything I or the Board of ShEx/UKGI could have done

would, even with hindsight, have made any difference in this respect.

150. The following section sets out some further reflections, focussing upon on my own

actions and those of the UKGI Board, for which I was responsible as Chair.

151. Having considered very carefully the way in which we constructed our governance
structures for UKGI and its Board, and the culture of openness and challenge at
the Board, I do not believe that there is anything further that I or the UKGI Board
could have done on the information made available to it. From the first moment in
March 2019 that I and the UKGI Board first appreciated how misguided POL had
been in its defence of the SPMs' case I believe that the UKGI Board was as
engaged and effective as it possibly could have been. From that point I believe we
did everything we could to ensure the right steps were taken and that lessons were

learned.

152. I think the below points are important.

153. First, what is clear is that, at least with the benefit of hindsight, the UKGI Board did
not have the accurate or sufficient information on which to reach its judgement. The
reasons for that and the lessons to be learned (or re-learned in the case of major
litigation) were set in the Draft 2021 Lessons Learned Review and are, to a

considerable extent, in turn repeated in UKGI’s Opening Statement.

154. Second, litigation and the issues around the Horizon litigation is very rare, and its
facts were both complex and unique. In my judgement, Boards of any description

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are generally not well equipped to handle these rare, complex, specialist issues;
few NEDs, even those with a legal background have experience of this sort of
litigation. However, in this case and perhaps unusually, the Board of UKGI had
ensured that there was a full lessons-learned process from the flawed Magnox
procurement process and the subsequent litigation. Many of these lessons were
applied to the POL case but, because of the timing of the Magnox litigation, these
learnings were identified quite late in the progress of the GLO in 2018 and 2019,
and therefore their application was more limited than I now believe would be the

case.

155. In addition, after the GLO was settled in December 2019 I organised further
discussion of this subject with Chris Saul and Robert Webb KC leading to the
litigation checklist and the litigation protocol guidance being approved by the UKGI
Board in January 2020. If these two learnings had been applied to the case earlier,
then UKGI might have been able to take a more assertive position on the litigation,
and the matter might have been flagged more clearly, and earlier, in the UKGI risk
register. On balance, however, I think the Magnox lessons were broadly applied to
positive effect in the GLO once they had been proactively identified by UKGI

following the Magnox case.

156. Finally, I have reflected on whether I could or should have looked beyond the
absence of formal risk register warning or reference within the CEO’s report or
similar. I find this difficult, as this would have required me to somehow
independently have uncovered the flaws in POLs handling of the SPMs case before

the judgment in March 2019, despite the fact that the POL Board had apparently

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not done so. That said, the SPM actions and the GLO were on my radar as the
briefings for my meetings with the Chair of POL show and there were also brief
references to the litigation in the Dashboard. As part of the briefings for POL Chair
meetings, or more informally, I could have interrogated the UKGI team dealing with
POL more assertively about the SPMs casellitigation. I could even have questioned
the POL Chair at my Annual Meeting, despite that not being the purpose of these

meetings. Of course, with the benefit of hindsight, I wish I had done so.

157. In applying hindsight, I should also say that my limited formal awareness of these
issues together with largely reassuring informal conversations over the years (e.g.
the Sub-postmasters own Federation supported POL etc) never alerted me to the
scale of the Sub-postmaster case and the GLO until I read the judgement of Mr

Justice Fraser in March 2019.

158. The first time I believe that I ever started to feel some disquiet about POL’s stance
was from Tom Cooper, the UKGI Shareholder NED, perhaps in the latter half of
2018, particularly around his concerns about POL’s lack of contingency planning
and about the difficulties surrounding provision of information as part of the
application of UKGI’s Magnox learnings. I cannot recall any specific conversations
or point to any documents at this time (other than the briefing for my meeting with
Tim Parker in September 2018), but I do remember feeling Tom Cooper was
unhappy with POL in this late 2018 period. With hindsight, perhaps this should have

alerted me to ask further questions.

159. We now know the scale of the tragedy and the explicit knowledge of Horizon failings

of some of those involved at that time. I suspect (though can’t point to any written

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expression of this) that it would have seemed barely credible to me then, on the
basis of what I had been told, that the many SPMs convicted of crimes in the UK
Courts could have been the subject of a vast miscarriage of justice based on flawed
evidence when this possibility was so strongly and consistently refuted by POL.
This could be considered a failure of my imagination; but to imagine such a
scenario, one would have had to imagine something that had never happened on

such a scale in all of British legal history.

160. My immediate, visceral reaction to the unexpected loss by POL of the Common
Issues trial in March 2019 shows what my response would have been if I had fully
understood that POL’s litigation case and its strategy (and the underlying evidence)
was so deeply flawed. It took me an hour at 9.00pm on a Friday while I was on

leave to respond to the news and start asking pointed questions.

161. With all the benefit of hindsight and the huge volume of information now available,
I believe that the SPM actions and GLO could, perhaps should, have featured more
clearly on the UKGI risk register earlier than January 2019. This probably could and
should have been so even if, as was believed and constantly asserted by POL, the
action was very likely to be won by POL the impact if that wasn’t true was clearly
high. Earlier signalling of the scale of the GLO as a major risk would likely have led
to more direct enquiry by the UKGI Board of the type seen after the Common Issues
Judgment in March 2019. Given that the UKGI Board included two permanent
secretaries and a third permanent secretary as observer (DBT, HMT and Cabinet
Office) this might have led to serious re-evaluation at the highest levels in relevant

HMG departments with possible effects on the conduct of the litigation.

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View on DBT oversight

162. I do not feel able to comment upon the extent to which DBT, the Ministers or
Secretaries of State fulfilled any roles they had to oversee the operations of POL.
As I have explained above, I had only two meetings with DBT Ministers in my 7
years in post and no other direct communications. Likewise, I met the DBT
permanent secretary about once a year and saw him/her at UKGI Board meetings,

but I had no meetings with DBT officials dealing with POL.

Potential Recommendations

163. I have been asked to comment upon potential recommendations on governance.

164. There is a risk when things go wrong in the governance of organisations that the
response is to rip up the existing structures in the belief that this will put things right.
It is more important, in my view, to assess how best to ensure that the changes put
in place are done within structures that best ensure similar mistakes are never
made again and that there is a clear institutional memory to facilitate this. A
complete change in the system of governance and the structures within which
institutional memory is retained is only likely to make the lessons learned more
difficult to apply, because so much will have changed around it and this will subvert
the clear focus on learning lessons and applying them. For example, the Magnox
lessons learned clearly made a difference to UKGI’s conduct with POL, even if it

was late in the day.

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165. The Post Office is an ALB. It is controlled by HMG as shareholder but is given
freedom to operate, within limits, through the governance of a properly qualified
Board, appointed by HMG. Ministers and civil servants apply policy to the ALB and
civil servants/UKGI act as shareholder exercising all the rights of a shareholder,
normally under the terms of a framework agreement and other instruments like a
chairman's letter and through a seat on the POL Board. This allows the HMG
shareholder to monitor the performance of the Board and the entity and intervene

where required.

166. Itis arm’s length because that is judged to be the best way for an organisation with
a quasi-commercial mandate to operate within HMG orbit. Many other models of
governance have been tried for such bodies over time. The only realistic alternative
to an ALB structure is to bring the body back within the core civil service
departments. In my experience and view, boards and executives perform best when

given freedom to operate, albeit within clear objectives and parameters.

167. The most effective control of any arm’s length body is through very clear policy
objectives and through framework documents and agreed strategic plans and
agreed objectives/priorities that set out very clearly the way in which the body is to
operate at arm’s length and how its governance should work. The key practical and
effective way for HMG to ensure the success of this arrangement is through the
thoughtful and systematic appointment of the Chair, CEO, and Board members
combined with ensuring excellent governance to ensure that the Chair, CEO and
Board are properly and regularly assessed. It is, in my view, entirely appropriate

that Ministers should have the final say in these appointments since they, as

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Ministers, will ultimately be held accountable to Parliament for the performance of

these ALBs.

168. “Arm's length” doesn’t mean that the length of the arm is static and in appropriate
circumstances the length of the arm should shorten considerably, as happened in
2018 and 2019 as the UKGI executive’s concerns about the conduct of the SPM

litigation grew.

169. This Inquiry will no doubt set out some important conclusions about governance
(including curiosity), culture and the oversight of complex litigation. I believe that it
is important that these lessons should be applied to, broadly, the current
governance framework for ALBs. It is a system that works effectively in the private
sector in many different forms and there is no reason to suggest the same is not
true in the public sector, so long as the appointments system works well. I believe
this has the best chance of ensuring that institutional memory allows the lessons to
be seared into the memory and culture of the institutions responsible for the
governance of HMG's ALBs. In my view the most important lesson to be learned is
how to properly train Boards and their members to ensure continual curiosity, and
to develop a culture to allow that curiosity to make a difference in Board

effectiveness.

STATEMENT OF TRUTH

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I believe the gohtent of this statem nt to be true.

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WITN10800100
Index to First Witness Statement of ROBERT SWANNELL
No. I Document Inquiry URN Inquiry
Description Control
number
1. Robert Swannell’s I UKGI00045895 UKGI056860-
letter of 001
appointment as a
NED of ShEx
2. UKGI minutes of I UKGI00016732 UKGI011544-
ShEx Board 001
meeting dated 15
January 2014
3. Robert Swannell’s I UKGI00045949 UKGI056914-
letter of 001
appointment as
Chair of ShEx
4. I UKGI minutes of I UKGI00016719 UKGI011531-
ShEx Board 001
meeting dated 24
September 2014
5. Minutes of UKGI I UKGI00045948 UKGI056913-
Board meeting 001
dated 22
September 2021
8. I Robert Swannell's I UKGI00045954 UKGI056919-
appointment letter 001
as ShEx NED
dated 15
November 2013
ie Robert Swannell’s I UKGI00045955 UKGI056920-
signed 001
appointment letter
as Chair of ShEx
dated 25
September 2014

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8. I Robert Swannell's I UKGI00045953 UKGI056918-
signed 001
appointment letter
dated 28 August
2018
9. UKGI Board I UKGI00045923 UKGI056888-
Mandate dated 001
May 2016
10.) UkGI minutes and I UKGI00016734 UKGI011546-
papers of ShEx 001
board meeting
dated 1 July 2015
11.I Minutes of UKGI I UKGI00016724 UKGI011536-
Board meeting 001
dated 27 January
2016
12. UKGI Shareholder I UKGI00016753 UKGI011565-
Executive Board 001
Meeting Agenda
and Meeting
Minutes held on 27
January 2016
13. UKGI_ Framework I UKGI00045938 UKGI056903-
Document dated 001
2016
14.) Minutes of UKGI I UKGI00016758 UKGI011570-
Board meeting 001
dated 19 May 2016
18. UKGI minutes and I UKGI00016771 UKGI011583-
papers of UKGI 001
Board meeting
dated 19 May 2016
16. UKGI minutes of I UKGI00016745 UKGI011557-
UKGI Board 001
meeting dated 22
March 2016
17.) Minutes and I UKGI00016755 UKGI011567-
papers of UKGI 001
Board meeting

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dated 22 March
2016

18. UKGI Risk and I UKGI00020606 UKGI029501-
Assurance 001
Committee cover
paper dated 19
April 2017

19.I Terms of I UKG100045874 UKG1I056842-
Reference - ShEx 001
Risk and
Assurance
Committee dated
12 May 2014

20.) agenda and I UKGI00016731 UKGI011543-
Minutes for 001
Shareholder
Executive Board
Meeting held on 15
January 2014

21.) Minutes of I UKG100016717 UKGI011529-
Shareholder 001
Executive Board
for meeting held on
21 May 2014

22./ Minutes of I UKG100016718 UKGI011530-
Shareholder 001
Executive Board
held on 16 July
2014

23.) uKGI Board I UKGI00016797 UKGI011609-
Meeting Minutes 001
held on 24 January
2018 (includes
Robert Swannell’s
UKGI Board paper
dated 6 February
2018)

24.) Minutes and I UKGI00016802 UKGI011614-
papers of UKGI 001
Board meeting
dated 13

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September 2018
(includes UKGI
Board paper dated
3 September
2018)

25.

UKGI Meeting
Minutes of the
Board of Directors
dated 20 February
2018

UKGI00016799

UKGIO11611-
001

26.

UKGI Agenda and
Papers for a
meeting of the
Audit and Risk
Committee held on
27 January 2016

UKGI00016669

UKGIO11481-
001

27.

UKGI Agenda
and Minutes for
a meeting of the
Audit and Risk
Committee held
on 19 May 2016

UKGI00016675

UKGI011487-
001

28.

Memorandum of
understanding
between DBT
and UKGI - 2016

UKGI00045946

UKGI056911-
001

29.

Memorandum _ of
Understanding
between BEIS
and UKGI with
annexes - 2019

UKGI00013078

UKG1I023872-
001

30.

Quarterly
presentation to
HMT by  UKGI
dated November
2016

UKGI00016759

UKGI011571-
001

31.

Email from Karen
Smith to Robert
Swannell, cc.
Barbara Smith.
Re. Briefing on

UKGI00045532

UKGI053051-
001

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Post Office Limited
(POL) Chair -
Alice Perkins

32.

Briefing for Robert
Swannell ahead of
meeting with Alice
Perkins dated 25
March 2015

UKGI00045533

UKGI053052-
001

33.

Email from Robert
Swannell to Alice
Perkins dated 9
April 2015

UKG100045947

UKGI056912-
001

34.

Briefing for Robert
Swannell for
meeting with Sajid
Javid dated 17
December 2015

UKGI00045897

UKGI056862-
001

35.

Readout of
meeting between
Robert Swannell
and Sajid Javid
dated 17
December 2015

UKG100045898

UKGI056863-
001

36.

Shareholder
Executive HM
Government -
ShEx Dashboard
January 2016

UKGI00020145

UKGI029040-
001

37.

UKGI Agenda,
Minutes and
Papers for a
meeting of the
Audit and Risk
Committee held on
16 June 2016

UKGI00016667

UKGI011479-
001

38.

Briefing for Robert
Swannell meeting
with Tim Parker,
Chairman, __ Post

UKGI00020297

UKGI029192-
001

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Office Limited
dated 6 July 2016

39.

Email from Robert
Swannell to Justin
Manson and Mark
Russell dated 19
July 2016

UKGI00045899

UKGI056864-
001

40.

UKGI Minutes of
meeting of the
Board of Directors
dated 28
September 2016

UKGI00016770

UKGIO11582-
001

41.

Briefing for Robert
Swannell ahead of
26 October 2016
meeting with Alex
Chisholm dated 5
October 2016

UKGI00045901

UKGI056866-
001

42.

Briefing for Robert
Swannell ahead of
13. April 2017
meeting with Alex
Chisholm dated 11
April 2017

UKGI00045936

UKGI056901-
001

43.

Briefing note for
Robert Swannell
ahead of 30 March
2017 meeting with
Tim Parker dated
30 March 2017

UKGI00045935

UKGI056900-
001

44,

Briefing note for
Tim Parker ahead
of 30 March
meeting with
Robert Swannell
dated 30 March
2017

POL00154182

POL-
0143664

45.

Email from Robert
Swannell to Mark
Russell and Justin

UKGI00045934

UKGI056899-
001

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Manson dated 30
March 2017

46.

Email from Robert
Swannell to Mark
Russell and
Rachel Mortimer
dated 8 November
2017

UKGI00020798

UKGI029693-
001

47.

Stranded
Postmasters Note

UKG100045944

UKGI056909-
001

48.

UKGI Board
Meeting - Meeting
Minutes, Agenda
and Papers - 16
May 2018

UKGI00016783

UKGI011595-
001

49.

Briefing for Robert
Swannell ahead of
11 September
2018 meeting with
Tim Parker

UKGI00008374

UKGI019186-
001

50.

Email from Robert
Swannell to Mark
Russell and
Robert Razzell
dated 14
September 2018

UKGI00045945

UKGI056910-
001

51.

UKGI Risk
Register Review
from 29 November
2018 board papers

UKGI00045959

UKGI056924-
001

52.

UKGI Risk
Register from 29
November 2018
board papers

UKGI00045957

UKGI056922-
001

53.

UKGI Dashboard
from 29 November
2018 board papers

UKGI00045956

UKG1I056921-
001

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54.

Minutes and
papers of UKGI
Board meeting
dated 29 January
2019

UKGI00016800

UKGI011612-
001

55.

Email from Robert
Swannell to Jane
Guyett dated 19
October 2018

UKG100045551

UKG1I053076-
001

56.

Minutes of UKGI
Board meeting
dated 29
November 2018

UKGI00016807

UKGIO11619-
001

57.

Email from Mark
Russell to Richard
Swannell dated 15
March 2019

UKGI00009278

UKGI020086-
001

58.

UK Government
Investments

Limited Minutes of
a meeting of the
Board of Directors
dated 23 May 2019

UKGI00009838

UKGI020646-
001

59.

UKGI Board
Evaluation
statement from
Alice Perkins

UKGI00017188

UKGI012000-
001

60.

Note of Robert
Swannell’s
meeting with Tim
Parker 12 June
2019 dated 17
June 2019

UKGI00010190

UKGI020998-
001

61.

Email between
Robert Swannell
and Tom Cooper
dated 12 June
2019

UKGI00045951

UKGI056916-
001

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62.

Minutes of UKGI
Board of directors
meeting held on 9
July 2019

UKGI00016810

UKGI011622-
001

63.

Board paper titled
‘UKGI Project
Review —- Post
Office’ dated 29
June 2019

UKGI00016809

UKGI011621-
001

64.

Email from Robert
Swannell to Mark
Russell and
Robert Razzell
dated 7
September 2019

UKG100024178

UKGI033073-
001

65.

Emails between
Robert Swannell
and Clare
Hollingsworth
dated 24
September 2019

UKGI00045565

UKGI053090-
001

66.

Minutes of UKGI
Board meeting
dated 17
September 2019

UKGI00016815

UKGI011627-
001

67.

Minutes of UKGI
Board meeting
and consolidated
papers dated 17
September 2019

UKGI00016817

UKGI011629-
001

68.

Paper for
circulation on
settlement of the
GLO dated 11
December 2019

UKG1I00045568

UKGI053092-
001

69.

Email from
Richard Swannell
to Richard Watson

UKGI00045569

UKGI053093-
001

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dated 11
December 2019

70.

Email from Robert
Swannell to Jason
Manson dated 16
December 2019

UKGI00025454

UKGI034349-
001

71.

Emails from
Robert Webb KC
to Robert Swannell
dated 22 and 23
December 2019

UKGI00045571

UKGI053095-
001

72.

Emails from
Robert Swannell to
Robert Webb KC
and Christopher
Saul dated 14
January 2020

UKGI00045574

UKGI053098-
001

73.

Disputes and
Litigation Checklist
draft by
Christopher Saul
dated 14 January
2020

UKG100025771

UKGI034666-
001

74.

Emails between
Robert Swannell,
Robert Webb KC
and = Christopher
Saul dated 20
January 2020

UKGI00011077

UKGI021885-
001

75.

Minutes of UKGI
Board meeting
dated January
2020

UKGI00016820

UKGI011632-
001

76.

Minutes of UKGI
Board meeting
dated 29 January
2020

UKGI00016819

UKGI012000-
001

77.

Richard Watson's
paper on the
litigation protocol,

UKGI00045974

UKGI056928-
001

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dated 21 January
2020 which asked
the Board to note
and agree the draft
‘UKGI - Disputes
and Litigation
Protocol guidance”

78.

Email from Justin
Manson to Tom
Cooper re: Fwd:
Meeting with Tim
Parker Chair of
POL dated 3
March 2020

UKG1I00018737

VIS00012136

79.

Minutes of UKGI
Board meeting
dated 28 April
2020

UKGI00016822

UKGIO11634-
001

80.

Minutes of UKGI
Board meeting
dated 20 May 2020

UKG100045952

UKGI056917-
001

81.

Minutes and
Papers of UKGI
Board dated July
2020

UKGI00045385

UKGI054372-
001

82.

Email chain
between Robert
Swannell, Sir
James Leigh-
Pemberton and
Jane Guyett re
Lessons _ learned
review dated 11
September 2020
to 13 September
2020

UKGI00045975

UKGI056929-
001

83.

UKGI Lessons
Learned _ Internal
Review dated
June 2021

UKG100048173

UKGI056930-
001

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84.

Minutes of UKGI
Board meeting
dated 21 January
2021

UKGI00045387

UKGI054374-
001

85.

Minutes of UKGI
Board meeting
dated 31 March
2021

UKGI00045392

UKGI054379-
001

86.

Email from Robert
Razzell UKGI to
Tom Cooper UKGI
RE: POL Tim
Parker dated 4
May 2021

UKGI00019087

VIS00012486

87.

Briefing for annual
meeting between
Robert Swannell
and Tim Parker
dated 29 April
2021

UKGI00044394

UKGI053149-
001

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