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Witness Name: Darren Heilig
Statement No: WITN11030100
Dated: 29 January 2024
POST OFFICE HORIZON IT INQUIRY
FIRST WITNESS STATEMENT OF DARREN HEILIG
1. I, Darren Heilig, of 185 Farringdon Road, London, EC1A 1AA, am a solicitor and
the Assistant General Counsel, Group Corporate and Finance and Deputy
Company Secretary at Royal Mail Group Limited (“RMG”).
2. I make this statement on behalf of RMG in response to a Request for Information
received from the Post Office Horizon IT Inquiry (the “Inquiry”) dated 8 December
2023 (the "Request”).
INTRODUCTION
3. Ihaveworkedwithinthe business of the Royal Mail group of companies (the “Royal
Mail Group”) since 2013, initially on secondment from a law firm. I was not,
therefore, employed within the Royal Mail Group during the period which the
Inquiry or the Request relates to. In providing the information contained in this
witness statement, I have therefore relied on information that is publicly available
from Companies House, or which I have ascertained from the Royal Mail Group's
corporate records. Some of the historic information provided with this statement
has been derived from Microsoft Word versions of documents (i.e. not final, signed
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copies), from which it is difficult to ascertain whether they are in final form and/or
were approved and implemented. Other information has been derived from
scanned copies of documents, and as a result the quality of the scanned versions
mean that it is similarly unclear whether those documents represent the final
versions, or are only drafts. Wherever possible I have indicated where I am unsure
of the credibility of any information, and provide the best available copies of
relevant documents to assist the Inquiry.
4. The Inquiry has requested a written statement that explains the corporate structure
of Royal Mail Group during the period in which it was involved with matters relating
to the issues being investigated by the Inquiry, including a high-level overview of
the Royal Mail Group’s board and governance structures, ownership and
relationship with any parent company/corporation and relevant Government
entities and agencies, and the relevant changes over this period.
Corporate Structure
5. Pursuant to the Post Office Act 1969, I believe that the then Post Office was
changed from a Department of State to a public authority bearing the same name
(the “Post Office Authority”). The business of the Post Office Authority at that
time encompassed both the Royal Mail delivery service and the Post Office branch
network, as well as the UK’s telephone system.
Post Office Limited
6. On or around 13 August 1987, Post Office Counters Ltd was incorporated as a
company limited by shares (with company no. 02154540) as a subsidiary of the
Post Office Authority [RMG00000265].The Post Office Authority held the majority
of the ordinary shares but there was also a nominee shareholder who held one
ordinary share on incorporation. The purpose of Post Office Counters Ltd included
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operation of the network of Post Office branches across the United Kingdom. I
understand that the Post Office Authority operated the Royal Mail delivery network
at that time. Following a name change on 1 October 2001 Post Office Counters Ltd
became Post Office Limited (“POL”) [RMG00000279}.
7. The corporate structure in 1987 was:
Post Office Authority
fl
{
Post Office Limited (company no.
02154540)
Change from Government authority to a company
8. As described below in detail, a series of changes were implemented in 2000 and
2001 which resulted in the structure shown in the following chart:
Holding Company (company no.
04074919)
Royal Mail Group Limited (company no.
04138203)
Post Office Limited (company no.
02154540)
9. In 2000, Parliament passed the Postal Services Act 2000 which provided a
statutory mechanism whereby the Secretary of State could transfer all of the Post
Office Authority's property, rights and liabilities to a company.
The Holding Company
10. On 20 September 2000, Expand reserve Public Limited Company (with company
no. 04074919) was incorporated [RMG00000266]. In December 2000, the company
name was changed to the Post Office Group pic [RMG00000267], which was then
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subsequently amended on 4 January 2001 to Consignia plc [RMG00000268] and
then on 26 January 2001, its name was changed again to Consignia Holdings plc
(the “Holding Company”) [RMG00000270). The majority of the shares in the
Holding Company were held by the Secretary of State for Trade and Industry
[RMG00000275], with a minor shareholding interest (of 1 ordinary share out of
a class of c. 50,000 ordinary shares) held by the Solicitor for HM Treasury.
11.As described below, the Holding Company became the holding company for both
the Royal Mail and Post Office businesses and remained so up until the initial public
offering of Royal Mail ple (the company that is now International Distributions
Services plc with company no. 08680755) (see paragraph [19] below),
notwithstanding some further name changes as described at paragraph [16] below
in the intervening period. The Holding Company continued to hold the Post Office
business following the initial public offering of Royal Mail plc. It was changed to a
limited company on or around 12 December 2013 when it became Postal Services
Holding Company Limited (“PSHCL”) [RMG00000281}. I understand that PSHCL
is now in liquidation as the Post Office business is held by His Majesty’s
Government (“HM Government’) via a different structure.
Royal Mail Group Limited
12.0n 10 January 2001, Trushelfco (No.2758) Limited (with company no. 04138203)
was incorporated [RMG00000269]. Shortly after incorporation, it was re-registered
as a public limited company and its name was changed to Consignia plc on or
around 26 January 2001 [RMG00000271]. (For clarity, although the company with
number 04074919 was named with the same name (i.e. “Consignia plc”) between
4 and 26 January 2001, it was a different company). Consignia plc’s name was
subsequently changed again to Royal Mail Group plc on or around 4 November
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2002, and then Royal Mail Group Limited on or around 20 March 2007. This
company is still known as Royal Mail Group Limited and is the current main trading
entity for the Royal Mail business.
Restructuring
13.In March 2001, a restructuring, including pursuant to the Postal Services Act 2000
by way of the Post Office Company (Nomination and Appointed Day) Order 2001
(S.1. 2001/8), was effected to transfer the businesses owned by Post Office
Authority to the new companies.
14. The resulting corporate structure (as shown in the diagram in paragraph [8]) was
that the Holding Company owned all of the shares in RMG, which, in turn, held all
of the shares in Post Office Counters Ltd. That is with the exception that there were
individuals who held one ordinary share in each of these companies, which I I
believe were held as pure nominees in order to comply with a legal requirement at
the time for companies to have at least two shareholders [RMG00000273 and
RMG00000272]. As set out at paragraph [9], the Holding Company was owned by
HM Government at this time.
15. On or around 1 October 2001, Post Office Counters Ltd changed its name to Post
Office Limited (POL).
16. On or around 4 November 2002, the Holding Company changed its name to Royal
Mail Holdings ple [RMG00000282], which was then renamed as Postal
Services Holding Company pic on or around 11 September 2013 [RMG00000280]
and Postal Services Holding Company Limited on 12 December 2013
{RMG00000281].
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Privatisation of Royal Mail Group
17.In 2011, Parliament passed the Postal Services Act 2011 which allowed RMG to
be privatised.
18. In April 2012, as part of the preparation for the potential privatisation process, RUG
transferred all of its shares in POL to the Holding Company [RMG00000274]. The
resulting corporate structure was such that the ownership of POL was now held at
the same level in the corporate structure as RMG, sharing the same parent
company (namely the Holding Company), and not as an entity below it. The effect
of this change on the corporate structure is shown in the following chart:
Holding Company (company no.
04074919)
Royal Mail Group Limited I I _ Post Office Limited
(company no. 04138203) (company no. 02154540)
19.Whilst the Inquiry concerns the period up until 2012, for completeness, I note that
in order to implement the initial public offering of the Royal Mail business in 2013,
anew company (now called International Distributions Services plc, but at the time
of listing, called Royal Mail plc) was incorporated in September 2013 (with
company no. 08680755). That company became the ultimate holding company for
the Royal Mail business before it was listed on the London Stock Exchange on 15
October 2013. By this time, and as explained in paragraph [18] above, the Post
Office business was not part of the same corporate group and continued to be held
by HM Government via the Holding Company.
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20. This is shown on the following charts:
Holding Company (company no. Royal Mail plc
04074919) (now. called International Distributions
Services plc)
(company no. 08680755)
Post Office Limited (company. no.
02154540)
Royal Mail Group Limited
(company no. 04138203)
21. Should it assist the enquiry, the following diagrams have been exhibited reflecting
the ownership structure outlined above:
21.1. a table which tracks the name changes of the principal entities: 1. the
Holding Company, 2. the main Royal Mail trading entity (i.e. RMG) and
3, the main Post Office trading entity (i.e. POL) ([RMG00000278)});
21.2. a series of diagrams showing the changing ownership structure together
with the company name changes over the relevant time
([RMG00000277)); and
21.3. a corporate structure chart showing the full Royal Mail Group of
companies as at around 31 March 2012 (i.e. immediately prior to the
transfer of POL to the Holding Company as described in paragraph [18]
above). ([RMG00000276)).
Governance
22.1 have sought to identify governance structures in the period covered by the
Inquiry’s request. There is no single or definitive record of the historical position
and therefore I have sought to identify such structures as I am able from board
minutes and papers thatI have been able to locate. Having done so, I am unable
to provide a definitive picture of the governance framework or what committees
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existed at different points of time. What follows, therefore is necessarily a high-
level summary.
23.Our Company Secretary records relating to the governance of the Post Office
Authority indicate that it had a board of directors and also an Executive Board. As
I note above, POL was a separate company formed in 1987 as a subsidiary of the
Post Office Authority. It would, therefore, at least, have had its own board of
directors.
24.Since their respective incorporations, as described above, each of the Holding
Company, RMG and POL have existed as separate legal entities and, whilst some
individuals were directors of more than one of those entities at the same time, they
have maintained their own, separate boards of directors. My understanding from
reviewing a board paper dated March 2012 is that, during the period from February
2003 until March 2012, the board of the Holding Company had oversight and key
decision-making responsibility for RMG (the Holding Company was described as
“the main plc Board” for RMG), with the RMG board only meeting for statutory
purposes during that period [RMG00000283].
25. The board of the Holding Company, as the ultimate holding company of the Group
between 2001 and privatisation in 2012, had a number of sub-committees,
including but not limited to:
25.1. an investment committee;
25.2. audit and risk committee;
25.3. nomination committee;
25.4. remuneration committee; and
25.5. a pensions committee.
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26. From what I have seen in the available paperwork, the RMG board also delegated
its responsibilities from around 2012 onwards to various sub-committees over time
to support the board, including but not limited to:
26.1. an audit and risk committee;
26.2. nomination committee;
26.3. pension committee;
26.4. remuneration committee; and
26.5. chief executive committee.
27.POL also had various sub-committees over time, including but not limited to:
27.1. an investment committee,
27.2. executive committee; and,
27.3. a health and safety committee.
28.We do not have complete records for POL.and so cannot ascertain over what time
periods such committees were in place.
29.1 have also identified various copies of delegations of authority and matters
reserved to the various company boards over time and their committees
(Documents 020 to 035). It has not been possible to track the details of whether
these documents were implemented with any certainty, but for completeness, I
produce them for the Inquiry.
Statement of Truth
I believe the.cantent.of this.statemant to be true.
sets GRO
Dated: 29 January zozye Sy
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Index to First Witness Statement of Darren Heilig
c= 7
No. I URN Document Description Control Number
1. RMG00000265 001. 19870729 POCL RMG00000265_ I
Incorporation
2, RMG00000266 002. 20000920 Expandreserve I RMG00000266
ple Incorporation
(3. I RMG00000267 003. 20001212 Name change I RMG00000267
from Expandreserve plc to The
Post Office Group plc
4. RMG00000268 004, 20010104 Name change I RMG00000268
from The Post Office Group
plc to Consignia ple
5. RMG00000269 005. 20010110 Trushelfco RMG00000269
(No.2758) Incorporation
6. RMG00000270 006. 20010126 Name change I RMG00000270
from Consignia plc to
Consignia Holdings pic
7. RMG00000271 007. 20010126 Name change I RMG00000271
from Trushelfco (No.2758)
Limited to Consignia ple
8. I RMG00000272 008. 20010704 POCL Annual _I RMG00000272
Return
9. I RMG00000273 009. 20020110 Consignia plc I RMG00000273
Annual Return
10. I RMG00000274 010. 20120608 POL Annual I RMG00000274
I Return
11. I RMG00000275 011. 2001092001 Consignia I RMG00000275
Holdings Annual Return - Full
List of Members
12. I RMG00000276 ‘I 012. Group structure RMG00000276
13. I RMG00000277 013. Charts showing structure_I RMG00000277
of Royal Mail and Post Office
over time
14, IRMG00000278 ~——«*I'014. Table showing name RMG00000278
changes over time
I 15. I RMGo0000279 015. Certificate of RMG00000279 —_—I
incorporation showing name
change from POCL to POL
16. I RMG00000280 016. Name change to Postal _I RMG00000280
Services Holding Company pic
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17. I RMG00000281 017. Re-registration as a RMG00000281
public company (Postal
Services Holding Company
Limited)
48. I RMG00000282 018. Consignia Holdings to I RMG00000282
Royal Mail Holdings Plc
19. I RMG00000283 079. RMGL Board - March RMG00000283
2012 - proposed matters
reserved
20. I RMG00000284 020. RMGL and POL Board- I RMG00000284 I
April 2001 - matters reserved
21. I RMG00000285 021. POL Board - October RMG00000285
2007 - matters reserved
(unconfirmed if final)
22. I RMG00000286 ~ I 022. POL Board - November RMG00000286 I
2010 - Matters Reserved and
Committee ToRs (proposed)
23. I RMG00000287 023. POL Board - December RMG00000287
2010 - matters reserved {title
said not approved)
24. I RMG00000288 024. POL Board - July 2011- I RMG00000288
proposed matters reserved
\ and delegations - before and
after separation (labelled draft)
25. I RMG00000289 025. RMGL Board (when RMG00000289
known as Consignia plc) - Jan
2002 - matters reserved
(unconfirmed if final)
26. I RMG00000290 026. RMGL Board - Matters RMG00000290
I Reserved - May 2013
(unconfirmed if final)
27. I RMG00000291 027. Royal Mail Secretariat - RMG00000291
April 2012 - record of files
handover to Post Office
(unconfirmed if accurate)
28. I RMG00000292 028. Consignia Group - July RMG00000292
2002 - Delegated Authorities
proposal
29. I RMG00000293 029. Consignia Group - July RMG00000293
2002 - Delegated Authorities
Annex
30. I RMG00000294 030, Minutes of the Consignia I RMG00000294
I plc board dated 10 April 2001
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I 31. I RMG00000295 031. Governance Report RMG00000295
January 2002
32. I RMG00000296 032. Governance Report _ RMG00000296
January 2002 annex
I 33. I RMG00000297 033. IMG_0009 — Consignia RMG00000297
plc Board — Note to the
Secretary April 2001
34. I RMG00000298 — 034. IMG_0010 — Annex A - RMG00000298
Matters reserved to the Post
Office board
35. I RMG00000299 035. IMG_0011—AnnexB— I RMG00000299
Matters reserved to the
I Consignia ple board
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