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Witness name: Rachel Scarrabelotti
Statement No: WITN11120200
Dated: 16 February 2024
THE POST OFFICE HORIZON IT INQUIRY
Second Witness Statement of Rachel Scarrabelotti
on behalf of Post Office Limited in the Post Office Horizon IT Inquiry
1. I, Rachel Scarrabelotti, of 100 Wood Street, London, EC2V 7ER, say as follows:
A. Introduction
2. lam Rachel Scarrabelotti, Company Secretary at Post Office Limited ("POL" or
the “Company’). I joined POL in March 2022 and was appointed as Company
Secretary effective 12 April 2022. This is my Second Witness Statement to the
Inquiry. Whilst not having been employed by the Company during the whole of
the period in question relating to this Second Witness Statement, I feel that in
my role as Company Secretary I am equipped with the professional experience
required in order to set out the key corporate and executive level governance
structures in place at POL after April 2020 (through the review of the documents
referenced in this Second Witness Statement and by reference to my previous
witness statement). As such, and in light of my role as Company Secretary, I
am the appropriate person to give this witness statement on behalf of POL.
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3. This Second Witness Statement has been prepared in response to a request
made by the Post Office Horizon IT Inquiry (the "Inquiry”) pursuant to Rule 9 of
the Inquiry Rules 2006, dated 27 November 2023 (the "Rule 9 request")
("Request No. 49"). This Second Witness Statement addresses the key
corporate and executive level governance structures in place at POL from 1
April 2020 to 14 February 2024. The period prior to this time was the subject of
my first witness statement dated 16 February 2024 (the “First Witness
Statement”) which outlines the key corporate and executive governance
structures across two time periods, being (a) the mid-1990s — March 2012; and
(b) April 2012 — April 2020. As explained in my First Witness Statement, 1 April
2020 was the date when the Shareholder Relationship Framework Document
(‘Framework Document”)' [POL00362299] and the revised Articles of
Association for POL (as amended, the “2020 Articles’)? took effect
[POL00327614].
4. This Second Witness Statement also aims to address the Inquiry’s request to
understand “any relevant changes that have been made’ to the key corporate
and executive level governance structures in place at POL from April 2020.
Whilst I was not employed by the Company for approximately half of the period
relevant to this Second Witness Statement, I have reviewed documents that
appeared relevant and, where possible, spoken to relevant individuals at POL
in order to be able to respond to this part of the Inquiry’s request.
1 The Framework Document was entered into between POL, the Department for Business, Energy and Industrial Strategy (‘BEIS") and BEIS's
representative, UK Government investments Limited ("UKGI" or the "Shareholder’s Representative")
2 Note that the 2020 Articles were adopted by way of written resolution on 19 March 2020 and published 22 April 2020 at Companies House
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5. I have aimed to include within this Second Witness Statement evidence relating
to all matters or issues detailed in the Rule 9 request insofar as the relevant
facts are within my own knowledge. The facts in this Second Witness Statement
are true, complete and accurate to the best of my knowledge and belief. Where
my knowledge and belief, as set out in this Second Witness Statement, has
been informed by another person or by documents that I have reviewed, I
acknowledge that person or those documents. I have been assisted in
preparing this Second Witness Statement by Burges Salmon LLP and
Fieldfisher LLP (together "BSFf"), who act on behalf of POL in the Inquiry. I
have had in person and online meetings with BSFf to assist my preparation of
this Second Witness Statement.
B. POL Ownership and Corporate Governance Structure Summary
6. POL is a private limited company wholly owned by the Department for Business
and Trade (“DBT” or the “Shareholder’) which holds lead governmental
responsibility for postal services. Ownership of POL was transferred from the
Department for Business, Energy and Industrial Strategy (“BEIS”) to DBT on 3
May 2023.5
3 Page 17, POL Annual Report & Consolidated Financial Statements 2022/23: “Post Office is wholly owned by the Department for Business and
Trade (‘DBT’). Ownership of the Post Office was transferred from the Department for Business, Energy and Industrial Strategy ("BEIS’) to DBT on
03 May 2023, being the effective date under the Transfer of Functions (National Security and Investment Act 2021 etc.) Order 2023." [POL00363157)
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7. DBT holds a ‘Special Share’ in POL which amounts to a 100% shareholding in
the Company, and the rights reserved to DBT as POL’s single Shareholder are
enshrined within the Company’s 2020 Articles (see paragraphs 17-18 below).
8. Achart setting out POL's current corporate structure is shown at Figure 1 below.
This Second Witness Statement does not include information on POL's
subsidiaries or joint venture entity (each a “Group Company”), or governance
structures below the executive level. With the exception of DBT (rather than
BEIS) being the shareholder of POL, it is noted that POL’s ownership structure
is the same as that set out in paragraph 20 of my First Witness Statement (taken
from POL’s Annual Report and Consolidated Financial Statements 2018/19).
@ vee: Fe croup structure cna
Secretary of State for
‘Business and Trade
Post Office Limited (2)
First Rate Exchange Services Post office I =
‘Holdings Limited (1) peers Payzone Bill Payments Limited
First Rate Exchange Services
Limited
‘Aopainted Reoresentabve Notes
(1) 50% owned Joint Venture with the Bank of Irland (UK) Pe
(2) Trading as Post Office Insurance
Financial Conduct Authonty Regulated (G) Appointed Representative of Post Office Management Services Limited, Captal One & Bank of
Ireland (UK) Pre
Figure 1 — POL’s Group Structure chart [POL00363153]
9. Notwithstanding the change to the direct ownership of POL to BEIS in 2018,
the construct of a “Special Share” (redeemable preference share in the capital
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of POL) had been introduced into POL’s Articles of Association as early as its
2012 Articles (as defined and discussed under section E1 of my First Witness
Statement) [POL00327612]. For a further discussion on changes to POL’s 2012
Articles pursuant to its 2020 Articles, see section C below.
10.POL’s Board of Directors is “collectively responsible for setting the Company's
Strategic direction and primary business objectives”, for establishing “a robust
corporate governance framework”, for maintaining appropriate oversight of the
Post Office Group’s (see Figure 1 in paragraph 8 above) “management of the
business, reporting to the Shareholder and determining POL’s vision, values
and organisational culture”.® The Board is accountable to the Shareholder for
POL’s performance and is required to seek consent from the Shareholder for
certain reserved matters, as set out in POL’s 2020 Articles. The responsibilities
of the Board are similar to those it had prior to 1 April 2020 save that
Shareholder consent is required for a wider range of matters.
11.DBT has no day-to-day responsibilities in the operational running of POL,
including the management of its network of Post Offices and staff.° Rather,
DBT approves POL’s enterprise strategy, and monitors both operational
performance and the maintenance by POL of the network of Post Office
branches, including compliance with ‘specified minimum access criteria’ (i.e.
ensuring that the UK population is within certain proximities to a Post Office)
and the provision of specified services. DBT also provides funding to POL (see
* Both quotes from Part A1, POL Matters Reserved to the Board, as approved in November 2023 (the “2023 Matters Reserved to the Board")
[POL00363164]
° Page 23, POL Annual Report & Consolidated Financial Statements 2022/23 [POLO0363157]
® Section 1.2 of the Framework Document [POL00362299]
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paragraph 19 below). Whilst having no day-to-day responsibilities in the
operational running of POL is the same as prior to 1 April 2020, some new
arrangements governing oversight by DBT are contained in the 2020 Articles
and the Framework Document (see Section C below). UKGI acts as the main
interface between DBT and POL on behalf of DBT (see paragraph 23 below).
12. The Framework Document took effect on 1 April 2020. This had been drawn up
by BEIS (the shareholder prior to DBT) and UKGI in collaboration with POL
following publication by BEIS of a report in October 2019 on the ‘Future of the
Post Office Network” [POL00363147]. Due to the 2019 General Election, the
response from the Government was delayed until March 2020. A Parliamentary
Business Report® [POL00363161] notes the BEIS Strategy Committee’s
recommendation “that the Government undertake an urgent review of its
mechanisms for holding Post Office Ltd to account and produces a clear
statement of how it will do so in the future. This should examine how all Post
Office Ltd’s decisions, operational or strategic, are supporting the
comprehensiveness and sustainability of the Post Office network”. And the
Government's response that: "The Government agrees Post Office Ltd should
be accountable for its decisions. BEIS will soon publish a Framework Document
to govern the relationship. This sets out responsibilities and clarifies
governance arrangements between Government and Post Office Ltd”.° See
section C below for further information on the Framework Document.
Also published online: Post Office Network (parliament.uk) [POLO0363147]
® Also published online: httos:// publications. parliament.uk/pa/cm580 1/cmselect/ombeis/382/38202,htm [POL00363161]
® It is noted that the POL Board Terms of Reference dated January 2013 stale that ‘the Board remains accountable for performance to the
‘Shareholder Executive within the Department for Business, Innovation & Skills (“ShEx’). The Board is required to notify ShEx of certain activities
and capital commitments and to seek the consent of ShEx, as Shareholder, for certain actions, as set out in the Articles of Association” (see
paragraph 61 of my First Witness Statement)
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13. Whilst not legally binding (save as to confidentiality obligations), the
Framework Document provides guidance on:
a) standards of good corporate governance, including the standards by
which POL is expected to operate in conducting its business;
b) certain obligations with which POL is expected to comply; and
c) certain aspects of the relationship between POL, the Shareholder and
the Shareholder’s Representative, including how they will interact with
each other.
See below for a further discussion on the changes that the Framework
Document brought to the overall corporate governance framework of POL.
C. Shareholder Relationship & Corporate Governance
(i) Key Documents
14.The introduction of revised 2020 Articles in conjunction with the Framework
Document effected notable governance changes by amending the remit of
POL’s decision-making ability (in particular reserving additional matters to the
Shareholder for decision’®), and documenting POL’s responsibilities for
enabling oversight and providing assurance to its Shareholder.
Framework Document:
*° Section 3.3, Framework Document and Article 8.1 [POL00362299 & POLO0327614)
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15.As stated in paragraphs 13 above, the Framework Document represented a
new approach to setting out the Shareholder’s expectations in terms of POL’s
(i) corporate governance; (ii) working relationship with the Shareholder; and (iii)
compliance with specified operational parameters and obligations. The
Framework Document is a publicly available document, published on the
Government's website. POL regards the Framework Document as a key
corporate governance tool and aims to have regard to the guidance contained
within it.
16.In accordance with the introduction of the Framework Document “it is expected
that [it] will be reviewed on a three-year basis”, with “any amendment, update
or replacement of any provision” being agreed by the parties in writing and
ensuring consistency with the most recent Articles and Funding Agreement
(currently dated 21 April 2022 between the Shareholder and POL (the “Funding
Agreement”)) [POL00363148]. The Framework Document was signed in March
2020, and the intention is that the periodic formal review will be carried out at a
time still to be determined but expected to be in the near-term.
Articles of Association:
17.The Articles of Association is the key constitutional document (currently the
2022 Articles) that sets out rules for POL’s corporate governance and specifies
rules for its administration, capital structure, and the powers of the Board and
rights of the Shareholder, amongst others. Notwithstanding that the Framework
+ Introduction section to the Framework Document [P0L00362299}
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Document is not legally enforceable, for the purposes of this Second Witness
Statement, the provisions of the Framework Document are outlined in greater
detail than those contained in the 2020 Articles. This is because the provisions
of the Framework Document bring detail to POL’s corporate governance
arrangements compared to the period before 1 April 2020. It is noted that the
2020 Articles then legally formalise many of the provisions contained in the
Framework Document (see paragraph 20 below).
18.The 2020 Articles were further amended by written resolution passed on 14
December 2022 to reflect a revision to the annual aggregate cap on Non-
Executive Director fees (these being the most recent set of Articles, the “2022
Articles”) [POL00327615]. For ease of reference, I refer to the 2020 Articles for
the purposes of all but this paragraph of this Second Witness Statement. For
information, further revisions to the 2022 Articles are currently being proposed
and are anticipated to be taken to the POL Board meeting on 27 February 2024.
Funding Agreement:
19. In addition to the 2020 Articles, the other key POL corporate governance
document which has legal force is the Funding Agreement (as referenced at
paragraph 16 above). Previously, funding arrangements between POL and the
Shareholder were governed by earlier funding agreements, which annexed a
separate ‘Entrustment Letter’ which prescribed the scope and extent of the
services of economic interest to be performed by POL.'2 The Funding
® Details of this previous contractual relationship are set out at paragraph 84 of the First Witness Statement.
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Agreement contains obligations whereby POL is required to maintain a national
network of outlets, in accordance with minimum access criteria (where POL is
required to meet prescribed contractual milestones and statistical criteria) for
the provision of access for the public to a series of services of public economic
interest (“SPEI”).** The Funding Agreement sets out and defines the scope and
meaning of each individual SPEI that are required to be provided at Post Office
branches, details of which are set out at Schedule 6 to the Funding
Agreement.'4 The Funding Agreement also commits the Shareholder to provide
funding directly to POL by way of compensation for any financial losses that
POL incurs in the course of maintaining the national network of Post Office
outlets and delivering SPEI.'5 There are reporting obligations attaching to the
provision of funding that are contained in the Funding Agreement (for example
quarterly reporting and an annual summary, and providing the Secretary of
State with the ability to request information on a routine and ad hoc basis"*), as
well as requirements relating to The Principles of Community Engagement”
[POL00363145] and the public sector equality duty contained in section 149 of
the Equality Act 2010.78
(ii) Framework Document — POL Corporate Governance: Approvals &
Compliance
*® Section 5.11 and Schedule 5 of the Funding Agreement [POL00363148]
¥ These contractually required services (SPEI) were previously known as services of general economic interest and set out as an appendix to the
Entrustment Letters which were annexed to previous historic versions of funding agreements,
*® Section 5.11 of the Funding Agreement [POL00363148]
*® Section 7.2 of the Funding Agreement [POL00363148]
¥ This is a POL set of principles and guiding commitments published in June 2018 in conjunction with Citizens Advice, Citizens Advice Scotland
and the General Consumer Council for Northern Ireland; the Northem Ireland independent statutory consumer watchdogs. The policy document
provides a series of commitments centred on customer engagement, consultation, and communication in relation to the operation of local Post
Office branches.
Section 11 of the Funding Agreement [POL00363148]
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20.The purpose of the Framework Document is to formally set out:
a) Certain parameters within which POL is expected to operate;
b) Certain obligations with which POL is expected to comply; and
c) Certain aspects of the relationship between the Shareholder, the
Shareholder’s Representative and POL and how it is expected that the
Shareholder, the Shareholder’s Representative and POL will interact with
each other.
21.Particular points of note include the following:
a) The Framework Document introduced additional reporting to, and
oversight and control by, the Shareholder through the Shareholder
Representative.
b) The Framework Document formalised the frequency and requirement of
meetings between POL and the Shareholder or the Shareholder
Representative, including meetings to provide:'?
i) Regular reporting against the targets and budgets as set out in
POL’s Strategic Plan; and
ji) Quarterly reporting on POL’s performance over the previous quarter
including information on its expected draw-down on any available
SPEI Network Subsidy Payment under the Funding Agreement
(previously the SGEI Payment) for the remaining duration of the
strategic plan referred to in the Funding Agreement and delivery
against its planned investments as set out in the Funding
Agreement and the Group Strategic Plan.
* Section 13.1 of the Framework Document [POL00362299]
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c) The Framework Document requires POL to have regard to relevant
principles set out in government-wide corporate governance guidance,
and to any relevant future guidance, to the extent that such guidance is
applicable to POL as a public corporation with a sole shareholder.”° 2
Appendix 2 of the Framework Document sets out the ‘List of
Government-wide Corporate Guidance Applicable to Public
Corporations’. In addition, there is a requirement that POL should seek
to comply with the principles and provisions of the Financial Reporting
Council's (“FRC”) UK Corporate Governance Code (the “Code”)??
[POL00363146] and should notify the Shareholder Representative in
advance if POL does not intend to observe a provision of the Code.” 24
As stated in paragraph 67 of my First Witness Statement “POL’s Board
regarded the UK Corporate Governance Code to be an appropriate
governance benchmark and therefore endeavoured to comply with its
Spirit where appropriate”. However, I am not aware that this was formally
recorded in a document dealing with POL’s corporate governance
arrangements in the way in which it is incorporated into the Framework
% Section 9.1 Framework Document [POL00362299]
2 POL is classified as a Public Non-Financial Corporation under the Office for National Statistics national account system with DBT as its
sponsoring department.
% At the time this would have been the 2018 Code, it being noted that the FRC updated the 2018 Code in January 2024. The 2024 Code introduced
only a limited number of changes and, save in respect of one provision of the 2024 Code which will apply to accounting periods commencing on or
after 1 January 2026, reporting under the 2024 Code is applicable to accounting periods beginning on or after 1 January 2025 (with the 2018 Code
remaining in place until this time).
® Section 9.4 Framework Document [POL00362299]
2 POL commissioned an external review of its latest Annual Report & Accounts (the "2023 ARA’, published in December 2023) in order to assess
alignment with the Code, and consequently states the following in relation to Code adherence on page 17 of the 2023 ARA: “While not a listed
company, Post Office takes into consideration the requirements of the 2018 UK Corporate Governance Code (‘UKCGC") and, where necessary,
sets out where certain provisions do not apply. The Post Office also has regard to the principles of the Corporate Governance Code for Central
Government Departments. Post Office keeps corporate governance arrangements under review to ensure they remain in line with relevant legal
and regulatory changes, as well as generally accepted principles of good corporate governance. Examples of where governance arrangements
differ for Post Office from those set out in the UKCGC and the Corporate Governance Code for Central Government Departments are principally
where alternative govemance arrangements apply or because the Post Office is not listed, not a Central Government Department or not an Arm's
Length Body.”
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Document, together with other governmental governance requirements
and guidelines (see sub-paragraph (d) below also).
d) The Framework Document commits POL to observe the Public Sector
Pay and Terms (as further set out in Appendix 5 of the Framework
Document).
e) The Framework Document formalised the role and responsibilities of the
Shareholder Representative, which include constructively challenging
POL management and the POL Board (as set out in Appendix 4 to the
Framework Document). This appears to be an entirely new guideline,
which sets out the terms of the Shareholder Representative’s role and
responsibilities (see paragraph 22 below).
22. The Framework Document also makes provision for POL’s Board composition?>
and sets out the remit of POL’s Board and individual Board members’
responsibilities, including those of the Chair,2° which are more detailed than the
provisions set out in the 2020 Articles.’ It also provides for the annual appraisal
of the Chair and a Board Effectiveness Review, reporting back to DBT,28 which
was previously (and continues to be) addressed in the Matters Reserved to the
Board.”
% Section 7.1 Framework Document [POL00362299]
2 Section 6.7 - 6.10 Framework Document [POL00362299]
2” For example, Article 37 of the 2020 Articles simply states the minimum number of directors required [POL003276 14]
2 Section 7.7 Framework Document [POL00362299]
® Matters Reserved to the Board (January 2013) ~ "Performance evaluation of the Board, Board Sub-Committees and individual Board members
(or confirmation of why this has not ocourred).” [POLO0362127I
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(iii) Framework Document — POL’s Corporate Governance: Shareholder
Oversight & Involvement
23.The Framework Document sets out a number of key roles and accountabilities
for the Shareholder, the Shareholder’s Representative and POL in respect of
POL’s corporate governance, as detailed below. As with other areas of the
overall corporate governance framework, as at the date of submitting this
Second Witness Statement, I am not aware of documentation setting out similar
levels of detail on roles and accountabilities in the period prior to 1 April 2020:
a) The Postal Affairs Minister is to provide ministerial oversight and support
for key POL priorities and will typically account for POL-related business
in Parliament.
b) The Shareholder Policy Sponsor (“Sponsor”) within DBT has oversight of
POL from a policy perspective, ensuring that POL’s activity is consistent
with the wider government policy framework and facilitating POL’s access
to government as required. The Sponsor also responds to parliamentary
scrutiny and reporting requirements. The Sponsor is supported by a DBT
Policy Champion and is POL’s primary point of contact on policy matters.°"
c) The Shareholder’s Principal Accounting Officer, the DBT Permanent
Secretary, (the “PAO”) is accountable to Parliament in respect of POL and
is responsible for ensuring that arrangements are in place for effective
Shareholder oversight of POL. The Shareholder’s Principal Accounting
Officer is responsible for advising the responsible minister on various
aspects including:*2
% Section 6.3 Framework Document [POL00362299]
% Section 6.4 Framework Document [POL00362299}
® Section 6.1 Framework Document [POL00362299}
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(i) an appropriate framework of objectives and targets for POL which
reflect DBT’s wider strategic aims and priorities;
(ii) an appropriate allocation of DBT’s budget for POL taking account of
DBT'’s overall expenditure priorities; and
(iii) how well POL is achieving its strategic objectives and if it is delivering
value for money.
24.As a public corporation, the PAO has designated POL’s Group Chief Executive
(GCE) as POL’s Accountable Officer and expects the GCE to observe the
principles set out by HM Treasury in Managing Public Money (“MPM”)
[POL00363159], with particular regard to the Standards Expected of the
Accounting Officer's Organisation summarised in Box 3.1 of MPM and set out
in full at Appendix 1 of the Framework Document.
25.The Accountable Officer is responsible for safeguarding all funds for which he
or she has charge; for ensuring propriety, regularity, value for money and
feasibility in the handling of those funds; and for ensuring that POL is run on
the basis of the standards of governance, decision-making and financial
management set out in MPM, as well as ensuring that POL uses internal and
external audit to improve its internal controls and performance (in addition to
carrying out his or her responsibilities as GCE).*° An annual report is presented
to the POL Board’s Audit, Risk and Compliance Committee (“ARC”) for review
and discussion, setting out how the Accountable Officer has discharged his or
® Section 6.1. Framework Document [POL00362299]
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her duties throughout the year, prior to consideration of approval of POL’s
Annual Report and Accounts.
26.As the Shareholder’s Representative, and on the Shareholder’s behalf, UKGI
oversees POL’s corporate governance, strategy, and use of financial and other
resources on behalf of the Shareholder.*4 UKGI are responsible for ensuring
that POL is provided with sufficient investment and subsidy funding to achieve
its target of being commercially sustainable in the longer term, whilst meeting
its social obligations, particularly around minimum network coverage
requirements. POL is required to assist the Shareholder’s Representative in
fulfilling this function by providing relevant information upon request — this can
include strategic plans, financial forecasts and budgets, financial performance,
achievements against targets, capital expenditure and investment decisions,
POL Board appointments and remuneration, branch network information, and
reports on key corporate risks.°° The Shareholder’s Representative is the main
source of information regarding POL for the Shareholder’s Policy Sponsor and
the Shareholder Principal Accounting Officer.2° UKGI advises ministers on both
commercial and policy issues, supporting them in Parliament and with the wider
set of stakeholders who have an interest in POL matters. UKGI is also a conduit
for POL’s interaction with the Shareholder (as set out in Appendix 4 of the
Framework Document). The Shareholder’s Representative is not charged with
any responsibility for the day-to-day operations of POL or in the management
of its network of Post Offices and staff. However, the Shareholder has
% Section 6.5 Framework Document [POL00362299]
® Section 6.5 Framework Document [POL00362299}
% Section 6.5 Framework Document [POL00362299}
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nominated a UKGI Director for appointment on POL’s Board as a Non-
Executive Director (“NED”), who also sits on all the Board’s Committees, being
the ARC, the Nominations Committee, the Renumeration Committee, the
Remediation Committee, and the Investment Committee [Appendix 4].°” The
appointment of the UKGI NED by the Shareholder to the POL Board is seen as
important in the provision of assurance to the Shareholder, affording the
Shareholder awareness of material issues such as performance and risk
management, and provides an opportunity for challenge and scrutiny of major
projects.
(iv) Framework Document — POL’s Corporate Governance: Shareholder
Engagement
27.As highlighted in paragraph 19 above, the Framework Document requires POL
“to proactively endeavour to share information on key strategic or policy issues
with the Shareholder’® and the Shareholder "shall be entitled to request such
information in relation to the affairs of the Group ... as it may consider
necessary or desirable”.*° Previously, the provision of information to the Special
Shareholder was contained in the 2012 Articles, whereby the Special
Shareholder was entitled to request any information from POL that it considered
necessary or desirable and POL was obliged to promptly comply with the
request to the extent that it had the information or could reasonably obtain it.4°
® Framework Document [POL00362299]
%® Section 12.1 Framework Document [POL00362299]
%® Article 9.1 2020 Articles
“© Article 12(A), 2012 Articles [POL00327612]
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Hence, the relevant change is that POL is now required to take proactive steps
in sharing key strategic or policy information with the Shareholder.
28. Outside the Quarterly Shareholder meetings POL’s Chair, GCE, Chief Financial
Officer (“CFO”) and other members of POL’s executive team meet occasionally
with the Minister for Postal Affairs and with senior officials at DBT and UKGI.
29.Given the level of oversight of the Shareholder, the Company Secretariat team
has contact with the UKGI team assigned to POL typically several times a week.
In addition, members of the management team also regularly correspond and
interact with UKGI.
30.The Shareholder also issues a periodic ‘Chair Letter’.4’ While not legally
binding, the letters seek to:
a) provide clarity over the Shareholder’s shorter-term aspirations for POL;
and
b) ensure strategic alignment with wider DBT and/or government policy
objectives, where relevant.
The POL Chair then in turn provides periodic updates to UKGI on performance
against the objectives set out in the Chair Letter.
31.The Companies Act 2006 (and now section 8.1 of the Framework Document
also) requires that POL publishes an Annual Report of its activities,
** Paragraph 2.3 of the Framework Document [POL00362299]
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performance and forward plans, together with its audited accounts after the end
of each financial year. POL provides the Shareholder with a draft of this report
before the report is laid in Parliament by the Shareholder (in compliance with
section 77 of the Postal Services Act 2000) prior to being filed by POL at
Companies House. POL is also required to send the Shareholder an annual
report on its network of Post Offices, which is similarly provided to the
Shareholder ahead of the report being laid by the Shareholder in Parliament in
compliance with section 11 of the Postal Services Act 2011. I refer to copies of
POL's Annual Reports and Accounts from 2020 to date.42 These arrangements
mirror those that existed prior to 1 April 2020.
(v) POL Board and Executive Level Governance Structures
(i) POL’s Board of Directors
32.The POL Board of Directors is accountable to the Shareholder for the
performance of the Company. This includes responsibilities for setting the
business’ strategic aims, putting in place a senior leadership team to deliver
them, supervising the management of the business, and reporting to the
Shareholder. The POL Board is also responsible for oversight of legal and
regulatory compliance, ensuring delivery of the strategy, providing constructive
challenge to the executive, and communicating with stakeholders. The POL
Board reviews the business strategy and approves the annual budget and
business plan required to deliver the strategic objectives for that year. The POL
* 2019/2020: POLO0363150
2020/2021: POL00363149
2021/2022: POLO0363151
2022/2023: POLO0363157
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Board regularly reviews reports on performance against that plan and receives
periodic business reports from senior management. Board directors are briefed
on matters to be discussed at POL Board and Committee meetings by papers
distributed in advance of meetings, as well as management presentations.
33.The 2023 Matters Reserved to the Board has a schedule of matters reserved
for the Boards decision [POL00363164].45 This schedule also includes Matters
Reserved to the Shareholder (unlike the Board Terms of Reference dated July
2016 (the “2016 Board Terms of Reference”) [POL00362191]. However, the
2016 Board Terms of Reference and the 2023 Matters Reserved to the Board
are otherwise broadly similar.
34.The composition of the POL Board is at the discretion of the Shareholder (as
stated at Article 8.1(A) and Section F15 of the 2023 Matters Reserved to the
Board).“4 The POL Board should be diverse, with a manageable number of
board members who possess a balance of skills and experience appropriate to
fulfilling their responsibilities. I produce a brief biography and outline of areas
of expertise of each of the current POL Board Directors [POL00363166]. A
minimum of two directors is required by POL’s 2020 Articles, but there is no
maximum.‘ 4° Following the departure of Henry Staunton from the POL Board
on 27 January 2024 currently no Chair is appointed of the POL Board. I
© Paragraph 8 Matters Reserved to the Board [POL00363164)
“ Itis noted that under section A3 of the 2016 Terms of Reference, the “composition of the Board will be monitored by the Nominations Committee,
which will make recommendations to the Board for the appointment or retirement of directors, taking into account the need for a diverse board
membership with a range of appropriate skills and experience. All appointments will be subject to the consent of the Shareholder.” This suggests
that the Shareholder currently has greater power over the Board's composition than previously.
* Section F13 of the 2023 Matters Reserved to the Board [POL00363164]
“8 No change from the 2016 Articles
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understand the Shareholder intends to appoint an Interim Chair as soon as
possible and to recruit for a permanent Chair for the POL Board in due course
(- the process is detailed further in the paragraph immediately below).
35.The Shareholder appoints the Chair of the POL Board.4’ This is a public
appointment and must follow the rules set out in the Governance Code on
Public Appointments [POL00363165]. The Chair is the lead non-executive
Board member and is responsible for maintaining an environment that allows
other members of the Board to discuss and debate freely to facilitate collective
decision-making, and for the timely escalation of concerns and issues to the
Shareholder.
36.The UK Corporate Governance Code provides that at least half the board,
excluding the Chair, should be NEDs whom the board considers to be
independent. Historically, this does not appear to have been the case for POL’s
Board, where the composition seemed to be a majority of non-independent
executive directors.
37.Presently, POL’s Board is to consist of a non-executive Chair, a Senior
Independent Director ("SID"), four independent NEDs, a senior UKGI director
as the Shareholder representative NED, two Postmaster NEDs, and two
Executive Directors (the GCE and the CFO).
Section 7.3(i) Framework Document [POL00362299]
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38.Ben Tidswell (SID), Simon Jeffreys, Amanda Burton, Andrew Darfoor and Brian
Gaunt are considered independent NEDs. Lorna Gratton is the Shareholder
Representative NED and hence, is not an independent NED. Saf Ismail and
Elliot Jacobs are serving Postmasters, and as such, are also not independent
NEDs (“Postmaster NEDs”). Nick Read (GCE) and Alisdair Cameron (CFO)
hold executive roles and, as such, are not considered independent Directors.
39.The introduction of Postmaster NEDs to the POL Board in June 20214 is
regarded as a positive governance change. The appointments were made to
ensure Postmasters’ voices are represented at POL Board level and to further
strengthen Directors’ input on all issues as they help shape the future direction
of POL, with Directors able to draw directly on the operational experience,
perspectives and knowledge of a key stakeholder. The Postmaster NEDs are
provided with a full Board induction’? and are encouraged and expected to
participate in the wider work of the Board including serving on the POL Board
Committees, with Elliot Jacobs serving on the ARC and the Investment
Committee and Saf Ismail on the Nominations Committee. With both
Postmaster NEDs having been appointed at the same time, for a tenure of 3
years with terms expiring at the beginning of June 2024, the Shareholder has
provided consent to commence a campaign to recruit 2 new Postmaster NEDs.
This process includes an ability for all Postmasters to participate in an election
of the shortlisted candidates, with the final proposed appointees being the two
Postmasters with the highest number of votes then endorsed by the
“® Page 19, POL Annual Report & Consolidated Financial Statements 2019/20 [POL00363150)
4 All newly appointed Directors receive a full induction, which includes an induction pack, meetings with key business personnel and branch visit(s).
The induction pack contains material, amongst others, on corporate history, the regulatory environment, funding, directors’ duties & conflicts of
interest, constitutional documents, governance documents, a glossary of terms, the code of conduct for board members and some Group policies.
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Nominations Committee and put forward to the Shareholder for approval to
appoint.
40. The benefits that the Postmaster NEDs bring to the Board were highlighted in
last year’s Board evaluation (the “Board Evaluation”), which noted the
contributions of the Postmaster NEDs, in particular, in bringing the Board closer
to the day-to-day experiences of Postmasters and Post Office business.
41.Provision 21 of the UK Corporate Governance Code requires that ‘there should
be a formal and rigorous annual evaluation of the performance of the board, its
committees, the chair and individual directors’.
42. The Board and Committee Evaluation for the financial year 2022/23 was carried
out internally. Further details about Board and Committee Evaluation
historically will be provided in a separate statement in response to the Inquiry's
Rule 9 Request (50).
43.Grant Thornton LLP (“GT”) have been commissioned by POL to carry out a
review and prepare a report on Post Office Limited's corporate and operational
governance. The report is expected to be finalised during Spring 2024. The GT
review is an important part of POL’s ongoing efforts to continually reflect on and
improve its corporate and operational governance and so any
recommendations will be seriously considered, and the Inquiry will be updated
accordingly once the POL Board has had the opportunity to assess any
recommendations and to agree an implementation plan for any agreed actions
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pursuant to it. One area that feedback is expected on is the structure of the
executive management team, since this was also raised during the scoping for
the Ethos Programme® and in response to the results of the employee survey
from FY22/23 — see paragraph 56 below for changes to the executive
management team.
44.Please also refer to Section C - Shareholder Relationship & Governance, for
further information on POL Board governance vis-a-vis the Shareholder.
(vi) POL Board’s Committees
45.To assist in the execution of its governance responsibilities, the POL Board has
established five standing Committees to which it delegates responsibilities and
authorities to deal with specific matters requiring dedicated and independent
oversight and scrutiny. These are the:
a) ARC;
b) Nominations Committee (“NomCo”);
c) Remuneration Committee (“RemCo”);
d) Remediation Committee; and
e) Investment Committee.
It is noted that the POL Annual Report & Consolidated Financial Statements
2019/20 states that the Board is supported by three Committees, being the
ARC, NomCo and RemCo. The Remediation Committee was established by
® The Ethos cultural transformation programme aims to deliver permanent and demonstrable change aimed at restoring trust towards and across
the Post Office. It aims to simplify previous cultural initiatives to ensure that cultural change is properly embedded, clarifying POL's guiding beliefs
and principles and creating the opportunity to unify the business behind those beliefs so as to ensure that the mistakes of the past can never be
repeated.
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the Board in August 2021.5’ The Investment Committee was established in
September 2023.52
46.From time-to-time, the Board may set up additional Committees or working
groups to oversee specific issues, for example, a major acquisition, or for the
purposes of monitoring litigation.
47.Each Committee derives its authority by way of delegation from the Board and
reports on its activities in POL’s Annual Report. The Board has approved
Terms of Reference (“ToRs”) for each of the Board Committees and I have
exhibited these to this statement.54 The Committees’ ToRs have been drawn
up in line with the requirements of the Code and include mechanisms for
Committee feedback to the Board to ensure the Board receives adequate and
timely reports on the work of the Committees and can formally be advised of
their decisions.
48.The ToRs for all Committees are reviewed annually to assess that each
Committee has discharged its duties effectively in accordance with the ToRs.
49.Each Committee is chaired by an independent NED.
5* Page 23, POL Annual Report & Consolidated Financial Statements 2020/21 [POLO0363149]
® Page 27, POL Annual Report & Consolidated Financial Statements 2022/23 [POLO0363157]
® Article 49 of the 2020 Articles [POL00327614)
& NomCo ToR: POLO0362333
RemCo March 2022: POLO0363152
RemCo ToR 2024: POLO0363163
Investment ToR: POLO0363156
Historical Remediation ToR: POLO0363158
ARC ToR: POLO0363155
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50. The Board Committees are a key element of the governance framework of the
Company, with their respective current responsibilities including the following:
a) ARC:
Assists the Board in fulfilling its responsibilities through its oversight of
POL’s risk management. ARC contributes an independent view of POL’s
financial control and financial reporting practices as well as providing
oversight of the Company's risk management systems, operational
controls and key systems. ARC also ensures regulatory standards are
observed and receives updates on any regulatory breaches. ARC also
oversees the compliance, whistleblowing, audit (internal and external), and
fraud monitoring functions of the Company. ARC appoints the Head of
Internal Audit and makes a recommendation to the Board as to the
appointment of the Company’s external auditors (currently PwC). The
Duties and Responsibilities of the ARC set out in its ToRs post-April 2020
are considerably more detailed than those I have seen from before April
2020, having been approved in tandem with the 2020 Articles and the
introduction of the Framework Agreement. Whilst the ToRs prior to April
2020 state the ARC as having largely the same purpose, and covering
similarly broad areas of responsibility (being (i) Accounting, Financial
Control and Financial Reporting and Disclosure; and (ii) Risk Management,
Operational Controls and Policies), the level of detail pertaining to each of
these areas of responsibility is greater in the most recent ToRs.
b) NomCo:
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Makes recommendations for approval to the Shareholder of the
appointment or reappointment of Directors to the POL Board (aside from
the appointment of the Chair and the Shareholder Representative NED,
which are decisions of the Shareholder and not of the Company), in
accordance with the 2020 Articles and the ToRs and approves executive
appointments. The Nominations Committee keeps under review the
structure, size and composition of the POL Board and the succession
planning needs of the Company. The Nomination Committee also
approves appointments to the Group subsidiary Boards. Whilst the
Purpose of the Nominations Committee post-April 2020 remains very
similar to the prior period, the more recent ToRs in place from April 2020
emphasise the need for Shareholder engagement, as well as adding more
emphasis on succession planning. There is also now a separate section
(to align with the additional emphasis in the Purpose) on ‘Duties and
Responsibilities with regards to Group Company Boards.’
RemCo:
Ensures that appropriate remuneration strategies are in place for POL and
its subsidiaries. It recommends for approval to the Shareholder (as
required) the remuneration packages of senior executives and fees for
NEDs, in accordance with the 2020 Articles and the ToRs. The RemCo
also makes recommendations to the Shareholder for the approval of
performance related incentive schemes for the Executive Directors. As
with the ARC and NomCo ToR the RemCo ToR was also amended in April
2020. The resulting changes saw the Purpose as more focused on aligning
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“remuneration policies and practices to support strategy and promote long-
term sustainable success”, and with the most recent ToRs being more
detailed with regard to Duties and Responsibilities.
In her first RemCo Chair's Statement in the most recent POL Annual
Report & Consolidated Financial Statements 2022/2023 (“2023 ARA’)®,
the Chair of the RemCo highlights the findings of her review of the
circumstances which led to reporting in the 2021/22 Annual Report and
Accounts in respect of an Inquiry sub-metric included in the Transformation
Incentive Scheme (“TIS”). DBT asked Simmons & Simmons law firm to
conduct a review of these circumstances, with Simmons & Simmons
making ten recommendations for improvements in the corporate
governance of the RemCo [POL00363154].5° The RemCo Chair notes in
the 2023 ARA that the RemCo has accepted all ten recommendations and
is taking actions to address each of these.
The RemCo ToR were revised in February 2024 and approved by RemCo
on 7 February 2024. The POL Board are due to consider the revised ToR
on 27 February 2024. The changes seek to address and embed a number
of the recommendations made in the Simmonds & Simmonds review and
the Amanda Burton report®” including ensuring the clear documentation
® Page 36, POL Annual Report & Consolidated Financial Statements 2022/2023 [POL00363157]
5° This report is published on the Government's website: https://www.gov.uk/government/publications/a-review-of-the-governance-relevant-to-post-
office-limiteds-senior-executive-remuneration
57 The Chair of the Remuneration Committee commissioned a review into the awarding of payments relating to support given to the Horizon IT
Inquiry in the Transformation Incentive Scheme in 2021-22 in May 2022 with the review led by Amanda Burton, who joined Post Office Limited as
a Non-Executive Director on 27 April 2023. The findings and recommendations were shared with the Secretary of State for Trade and Business. A
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and reporting to the Board of any instances in which the RemCo exercises
discretion.
d) Remediation Committee:
Oversees the administration of the Horizon Shortfall Scheme (“HSS”,
agreed as part of the settlement of the Post Office Group Litigation
(referred to as the “GLO”) in December 2019), the HSS Stamps Scheme,
the management of compensation claims following overturned convictions
(“OC”), and POL’s position on appeals against Postmaster convictions to
the appellate courts.
e) Investment Committee:
Oversees the Company’s investment activity, which covers project based
(rather than business as usual) operating costs, exceptional spend and
capital expenditure, and covers management's plans for investment
activity that forms part of the Company’s three-year plan, its annual budget,
change activity and any funding submissions provided to DBT.
(vii) The POL Board & CEO
51.Pursuant to Section E of 2023 Matters Reserved to the Board, ‘Delegation to
the Group Chief Executive Officer,’ the Board delegates authority to the CEO
for the running of all day-to-day operations at POL. This includes “authority to
‘copy of Amanda Burton's report is published on POL's website and can be accessed here: corporate. postoffice.co.uk/en/governance/key-reports-
statemients/post-office-annual-report-accounts-2021-22
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make changes to the management, approve agreements, and to accept risks,
rights and obligations on behalf of POL” subject always to “those matters
reserved to the Board and Shareholder for its decision and subject to the limit
of authority of up to £5,000,000 and any applicable internal processes and
policies”. \t is noted that the 2016 Board Terms of Reference state in Section
C2 that “the Board may delegate authority to the Group Executive or to any
Board Committee to deal with any particular matter or to complete a project or
task on behalf of the Board” and do not cascade such delegated authority to
the CEO in the first instance. It is noted that a revised Matters Reserved to the
Board is expected to be presented to the POL Board in March in order to reflect
the changes to the Strategic Executive Group (the “SEG”) set out in paragraph
56 below.
52.The CEO is also authorised to sub-delegate such authority as he or she sees
fit to an executive team, provided that such sub-delegation equally falls within
the limits of authority outlined above (see paragraph 53 below for further
information on POL’s executive).°®
53.Section H of the 2023 Matters Reserved to the Board sets out the ‘Spend
Approval Limits of the CEO (£5m) and CFO (£4m), as well as the executive
members (£2m) and their direct reports (£250,000).
54.Despite delegating operational authority to the CEO, the POL Board remains
responsible for the management of POL and so it is essential that the POL
® Paragraph 12 Malters Reserved to the Board 2023 [POL00363 164)
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Board hold the CEO to account to maintain oversight and ensure robust
corporate governance. In order to do so, it is the responsibility of the POL Board
to ensure that systems are in place to provide POL Board members with the
support they need to carry out their role effectively, and it is the responsibility
of the CEO and the executive team to provide the POL Board with timely,
appropriate, accurate, and up-to-date management information regarding all
key aspects of the operational management of the Company, especially matters
that adversely affect or may have the potential to adversely affect the Company,
on which the POL Board can base its decisions.
(viii) POL's Company Secretary
55.Under the 2020 Articles, the Company Secretary's appointment and removal is
a matter for the POL Board® (noting that this was also the case under Article
95 of the 2012 Articles). All Directors have an open channel of communication
with the Company Secretary, who is responsible for advising the Board on
corporate governance matters.® Aside from a period between the end of
November 1994 and October 1995, and some brief periods in 2019 and 2022,
a Company Secretary has been appointed since POL’s incorporation and I am
not aware of any key changes to the scope of this role over time.
(IX) POL's Executive
5 Article 66 2020 Articles [POL00327614]
© Page 23, POL Annual Report & Consolidated Financial Statements 2022/23 [POLO0363157]
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56.The POL Board delegates to the CEO broad operational responsibility for the
day-to day-running of POL’s business operations. The CEO is authorised to
sub-delegate his or her authority as he or she considers appropriate within the
limits of delegation as set by the POL Board and the Shareholder. The CEO is
assisted in the task of running POL’s business by the Strategic Executive Group
(the “SEG”), which is POL’s executive team at the operational level. The SEG
is responsible for developing strategy for recommendation to the POL Board,
implementing strategy agreed by the POL Board and delivering business
performance measured against the objectives set by the POL Board and
agreed with POL’s Shareholder.
57.The SEG makes decisions on business operations, sets budgets, determines
priorities, reviews financial and trading performance, considers organisational
design needs and people strategy. It must operate within the authorities and
Spend Limits as delegated by the POL Board to the CEO, who remains
ultimately responsible for decisions taken under that delegation. The SEG must
also operate in line with its ToRs [POL00363160].
58.In comparing the current SEG Terms of Reference with those that appear to
have been in place circa 2016 at [POL00362180], further detail has been
added, particularly with respect to Duties & Responsibilities (Section B of the
current SEG Terms of Reference), and there is more detail on areas such as
Objectives and Strategy, Spend Approvals, Human Resources, and Business
Structure and Risk Management. There is also new wording at Section D about
the use by the SEG of “sub-committees or steering committees which shall
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investigate or deal with particular matters and report back to SEG on a regular
basis, but no such action shall constitute delegation by SEG of its responsibility
for operational performance and mitigation of operational risk” (see paragraph
58 below).
59.The SEG meets weekly to consider issues within the business requiring SEG
resolution. The CEO and the CFO" are both Board members and attend Board
meetings, and Committee meetings on invitation, and also SEG meetings.
60.In keeping with the aim of continuous governance improvement, NomCo has
approved the reduction in the number of the CEO’s executive reports and the
membership of the executive management group has accordingly been
reduced from eight members to five members, being the CEO, CFO, Chief
Technology Officer, Deputy CEO and Chief People Officer. This change has
been made in response to the preliminary feedback received via the GT report
with a desire to improve the speed of decision-making at the senior level. In
addition, a cohort of approximately 25 employees (including all immediately
prior executive direct reports of the CEO) will form a new senior leadership
group.
6
.As well as the SEG team, the CEO is assisted by other direct reports who are
not SEG members but who have responsibility for operational workstreams and
Iti noted that the CFO has been out of the business on health grounds since the Spring of 2023. POL therefore currently has an Interim CFO in
place who attends Board meetings as an observer and GE meetings as an executive.
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support functions across the POL Group, being the Group General Counsel and
the Chief of Staff.
62.There are twelve standing executive sub-committees. Each sub-committee
derives its authority by way of delegation from the SEG and reports to the SEG
on an ad hoc basis as required. Each sub-committee operates within its own
documented ToRs, as approved by the SEG. To the extent there is any material
change to this sub-committee structure following the executive changes
detailed above, POL will update the Inquiry accordingly. The current SEG sub-
committees are set out at Figure 2 below:
Post Office Delegation of authority:
Limited * ‘Autices of Association
+ Shareholder Framework Agreement
~ Matters Reserved to the Board and
delegated authorities
Post Office Limited!) eleestion of authority
es * Matters Reserved to the Board
seated and delegated authorities
~ ‘SEG Terms of Reference
7 = ce TS ee ES =
it
Figure 2 — Current SEG sub-committees [POL00363162]
(X) Regulatory Governance & Compliance
63.POL is a multiline business operating across numerous sectors including
Financial Services, Retail, Government Services, and Mails with a significantly
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unionised work force. As a result of its public ownership, it is also subject to
additional public sector legal obligations such as public procurement rules.
64.To ensure legislative and regulatory compliance and in order to manage legal
risk across the Group, POL has developed a Three Line defence model which
clarifies accountabilities and responsibilities across the business. The Three
Lines of Defence is a well-established model, whereby the First Line functions
own and manage risk, the Second Line functions oversee and provide guidance
on that risk management and the Third Line functions provide independent
assurance. Page 38 of POL’s Annual Report & Consolidated Financial
Statements 2019/20 [POL00363150] notes that “we follow the industry
standard “Three Lines of Defence” assurance model”, and so it appears that
this risk management framework was in operation prior to April 2020.
65.POL’s internal policies are a key part of POL’s governance and control
framework, and direct that POL’s business activities are carried out in
accordance with relevant laws and regulations and are within POL’s defined
risk appetite.
66.POL’s Key Policy Framework is currently made up of 26 Key Group Policies,
including a subset of 12 Postmaster support policies which were generally
drafted in 2020. Each Key Group Policy sets out the minimum operating
standards relevant to their respective business area(s), relevant regulations
and legislation, risk management procedures, and monitoring of requisite
compliance.
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67.Group Key Policies must be approved by the ARC and/or Board due to the legal
or regulatory obligations that they are designed to meet. The policies are
scheduled to be reviewed on an annual basis to ensure they meet current
working practices and reflect the most up to date regulation and legislation both
externally and internally. Non-Key Group policies are operational policies that
do not require Board/Committee sign off.
Statement of Truth
I believe the content of this statement to be true.
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Index to Second Witness Statement of Rachel Scarrabelotti on behalf of Post
Office Limited
No. URN Document Description Control
Number
1 POL00362299 Shareholder Relationship POL-BSFF-
Framework Document 0190809
2 POL00327614 POL Articles of POL-BSFF-
Association 2020 0163359
3 POL00363157 POL Annual Report and POL-BSFF-
Consolidated Financial 0191160
Statements 2022/23
4 POL00363153 Figure 1 — Group POL-BSFF-
Structure Chart 0191156
5 POL00026927 POL Annual Report and POL00026927
Consolidated Financial
Statements 2018/19
6 POL00327612 POL Articles of POL-BSFF-
Association 2012 0163357
7 POL00363164 POL Matters Reserved to POL-BSFF-
the Board 2023 0191167
8 POL00363147 House of Commons POL-BSFF-
(BEIS) First Report of 0191150
Session 2019-20 - Future
of the Post Office Network
9 POL00363161 Future of the Post Office POL-BSFF-
Network: Government 0191164
Response to the
Committee’s First Report
of Session 2019
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10 POL00362127 POL Board Terms of POL-BSFF-
Reference January 2013 0190637
11 POL00363148 Funding Agreement dated POL-BSFF-
21 April 2022 0191151
12 POL00327615 POL Articles of POL-BSFF-
Association — 0163360
amendments by Written
Resolution of 14
December 2022
13 POL00363145 POL Principles of POL-BSFF-
Community Engagement 0191148
14 POL00363149 POL Annual Report and POL-BSFF-
Financial Statements 0191152
2020/21
15 POL00363151 POL Annual Report and POL-BSFF-
Financial Statements 0191154
2021/22
16 POL00362191 POL Board Terms of POL-BSFF-
Reference dated July 0190701
2016
17 POL00363166 POL Board Directors — POL-BSFF-
Biography (as at 0191169
13.02.2024)
18 POL00363146 UK Corporate POL-BSFF-
Governance Code 2018 0191149
19 POL00363165 Governance Code on POL-BSFF-
Public Appointments 2024 0191168
20 POL00363159 Managing Public Money POL-BSFF-
2023 0191162
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21 POL00363150 POL Annual Report and POL-BSFF-
Financial Statements 0191153
2019/20
22 POL00363155 ARC Terms of Reference POL-BSFF-
0191158
23 POL00362333 Nominations Committee POL-BSFF-
Terms of Reference 0190843
24 POL00363152 Remuneration Committee POL-BSFF-
Terms of Reference 0191155
March 2023
25 POL00363163 Remuneration Committee POL-BSFF-
Terms of Reference Draft 0191166
February 2024
26 POL00363158 Historical Remediation POL-BSFF-
Committee Terms of 0191161
Reference
27 POL00363156 Investment Committee POL-BSFF-
Terms of Reference 0191159
28 POL00363154 Report — Review of the POL-BSFF-
governance relevant to 0191157
POL senior executive
remuneration
29 POL00363160 SEG Terms of Reference POL-BSFF-
2024 0191163
30 POL00362180 GE Terms of Reference POL-BSFF-
2016 0190690
31 POL00363162 Figure 2 — Current GE POL-BSFF-
Sub-Committees 0191165
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