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15" March 2023
Dear Mr Jacobs,
My name is John Bartlett. Iam the Head of the Central Investigation Unit within Legal, Compliance, and
Governance at Post Office Ltd (POL). You will have had email contact with Andrew Morley who is a
Senior Investigations Manager within the Central Investigation Unit. Andrew has been investigating
shortfalls at post office branches within the Universal Office Equipment (UOE) group and has invited
you to a voluntary investigative meeting on 5" April 2023 at POL’s offices in Finsbury Dials, London.
In this letter I would like to set out what it is that we will be asking you questions about if and when we
meet on 5" April; provide an explanation of the information we have provided to you in advance of the
meeting; what you can expect in terms of how the meeting will be conducted; and what will happen
after the meeting.
Subjects to be discussed
1. Shortfalls
Since February 2019, UOE has had an increasing accumulation of shortfalls in its post office
operations. Between June 2020 and March 2021, a number of payments totalling £18,918.33
were made by UOE to POL to reduce the shortfall total. These payments did not clear the
balance. We can find no records of UOE disputing the remaining shortfalls either immediately
before or after making these repayments in 2021 or from then to date. During the trading year
ending 27" March 2022, the outstanding shortfall total was £95,949.56. As of 15" March 2023,
UOE had a shortfall £211,875.24.
The POL team responsible for working with Postmasters to conclude shortfalls, the Postmaster
Account Support team (PAST), has been communicating with you from September 2019 up
until the last payment in March 2021 — this open communication is evident in the resulting
repayments made by UOE to POL. The PAST team’s records show that around two months after
your appointment as a POL Non-Executive Director that UOE stopped engaging with the PAST
team, no discussions were had about the outstanding shortfalls, and opportunities to address
these mounting shortfalls via training have not been taken up despite a large number of
communications from the PAST team to you from at least as early as March 2021.
We would like to discuss with you this mounting shortfall, understand what you think caused
them, and identify any reasons for not continuing to engage with the PAST team
2. Conflicts of Interest
As a consequence of the available data there appears to be a significant total UOE shortfall
having been present for the duration of your Non-Executive Directorship with POL, we would
like to discuss potential conflicts of interests that you may have had during Board meetings
relating to discussions of recovery of shortfalls from postmasters.
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3. Directors’ Declarations
We would also like to discuss potential issues surrounding your signed Director's Declaration
on a Post Office Director Renumeration form signed by you upon your appointment as a Non-
Executive Director at POL. In particular, we would like to understand your view when you signed
the form on 26" June 2022 as to what you should and should not declare in regard to UOE’s
total shortfall with POL. On that date, UOE’s shortfall stood at £64,091.24.
Information we have provided you
As attachments to the email accompanying this letter, we have provided:
i. An email sent t Elliot Jacobs idated 20" July 2020 including as attachments four (4)
Account Statements dated July 2020. The email includes POL’s bank account details for
payment of a shortfall of £47,356.30
ii. An example of an Account Statement sent to
showing a “to be invoiced” amount of £73,520.1!
iii An example of an Account Statement sent to
showing a “to be invoiced” amount of £90,079,22
iv. An example of an Account Statement sent to
showing a “to be invoiced” amount of £90,079,22
v. An extract from UOE’s section of the ‘Partnership Portal’ showing up-loads of Account
Statements between September 2022 and March 2023 as well as an up-loaded letter on 21
November 2022
vi. A letter addressed to UOE dated 20" February 2023 inviting UOE to discuss resolving new
discrepancies of £76,158.34, details shortfalls totalling £184,294.10, and shows discrepancies
by each branch in the UOE group.
{dated 18" October 2021
dated 17" January 2022
ated 21% February 2022
vii. Scanned copies of Board Meeting Minutes of meetings held on 12" July 2022, 27" September
2022, 1 November 2022. The yellow highlighting was made by the Company Secretariate
viii. I A scanned copy of your signed “Representation form for directors and other key management
personnel” regarding director's declarations
I would ask you to look at these items before we meet. If you are uncertain of anything in these
documents, please contact Andrew with your questions.
Conduct of the meeting
I wish to re-iterate that your attendance at this investigative meeting is entirely voluntary. If you choose
to attend you may, of course, leave at any time you wish, or you may choose not to answer some or all
questions. This is not an “under caution” interview; it is an opportunity for both you and the
investigators to discuss the three areas identified above in order to increase our understanding of what
has happened.
In attendance at the meeting will be myself and Andrew. If you wish, you may be accompanied by a
friend, or a National Federation of Sub Postmasters (NFSB) representative, or a colleague, or a legal
representative. However, your companion will not be able to answer questions on your behalf. If you
would like the NFSP to provide you with support, we would be happy to engage with them if you give
them consent to do so — they have a template form to facilitate this. We would be happy to contact
them on your behalf should you so wish. If you arrange for a legal representative to attend with you,
this is at your own expense.
We would like your permission to audio record the meeting. This is to ensure that we can all give our
full attention to the discussion rather than taking lengthy notes. An audio recording also provides the
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best record of a meeting which avoids mistakes or misunderstandings. We will ensure that you have a
copy of the recording as soon as is practicable after the meeting. Please let Andrew know in advance of
the meeting whether you consent to the audio recording.
If you decide that you do not want to have the meeting recorded, we will arrange for a notetaker to be
present. We will ask you to read the note at the conclusion of the meeting and sign two copies of it —
one for you and one for the file — attesting to the accuracy of the note if you believe it is an accurate
record.
Please bring with you any information or documents that you think might be useful to the
conversation. If it is discussed or is otherwise used in the discussion, we may ask for your agreement to
copy it so that it can be added to the file for completeness.
If you are unable to attend the meeting at the proposed time and date, please contact Andrew as soon
as possible so that alternative arrangements can be made.
After the meeting
At the conclusion of the meeting, Andrew and I will discuss what has been said and take any advice
necessary, for example technical or legal advice. If our meeting identifies any new reasonable lines of
enquiry, Andrew will follow them
Once this is completed, we will produce an investigation report. The report will lay out the matters
investigated, the information and data identified, any gaps, will incorporate any legal advice, and will
include recommendations where appropriate.
Due to your position as a POL Non-Executive Director this report will be shared with more senior staff
than would typically be the case, including the Chairman, CEO, Company Secretariate, Group General
Counsel, Group Legal Director, and the Head of Contract and Deployment.
Any decisions made based on this report, or any resulting non-investigative actions, falls outside the
remit of the investigation team. I would expect that the Chairman or the Group General Counsel would
revert to you after they have read the report.
Attending this sort of meeting is inevitably not an easy thing but I hope this letter helps in giving you an
insight into what we will be discussing and how these meetings work.
If you have any questions about the day, please do not hesitate in contacting Andrew. Otherwise, I hope
to meet you on 5" April at Finsbury Dials.
Yours sincerely,
John Bartlett
Head of Central Investigation Unit