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Witness Name: Veronica Branton
Statement No.: WITN11420100
Dated: 04 September 2024
POST OFFICE HORIZON IT INQUIRY
FIRST WITNESS STATEMENT OF
VERONICA JANE BRANTON
I, VERONICA JANE BRANTON, will say as follows:
INTRODUCTION
1. lama former employee of Post Office Limited (POL”). I held the position of
Head of Secretariat between 2* February 2018 and 31* May 2019. I was
interim Company Secretary from f June 2019 to 25" July 2019. I was
Company Secretary from 26" July 2019 to 9" March 2022. My final day of
employment at POL was on or around 2? March 2022.
2. This witness statement is made to assist the Post Office Hoizon IT Inquiry
(the “Inquiry”) with the matters set out in the Rule 9 Request dated 11° July
2024 (the “Request’). I have been assisted in the preparation of this
statement by Russell-Cooke LLP. In accordance with the Request this
statement will cover the following topics:
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a) Professional background
b) Experience on the POL Board
c) Departure from the POL Board
d) Key events: The Times article dated 19° February 2024
e) General comments
3. First, I would like to say how sorry I am for the severe sufering and damage
caused to so many Subpostmasters, their family and friends aring from
reliance on the Horizon IT system and the actions of POL and dters to
prosecute and pursue innocent people.
4. In order to respond to the Inquiry’s questions as set out irthe Request, I have
relied upon my recollection of events which took place more tha two to six
years ago. I did not retain copies of any documentation from ny time at POL,
nor did I have any access to my former POL emails since I leftPOL. For the
purposes of preparing this witness statement I made requests toPOL for
disclosure of material and emails which might assist me with myrecollection
of events and which in turn might also assist the Inquiry. ThePOL team have
cooperated with my requests, and in response to which betweenlte 14""- 28th
August 2024, I have been provided with copies of over 62,000 douments. In
the limited time available to me I have tried to identify, revew and refer to
relevant material which has been made available to me and whichnay assist
the Inquiry. However, it has simply not been possible for me @ review this
volume of material and so where there remain any gaps in my knowledge or
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recollection of events, I have sought to identify them withinlis statement.
PROFESSIONAL BACKGROUND
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5. I have been asked: “Please summarise your educational and professional
qualifications’.
6. lam a history graduate (BA (Hons), Medieval and Modern Histry, Royal
Holloway, University of London, 1992) and have a postgraduate tbloma in
Urban History (University of Leicester, 1993).
7. In respect of my professional qualifications, I can confirml graduated with an
MSc in corporate governance from Bournemouth University in 20061 have
been an associate of the Chartered Governance Institute since cember
2006. I have a practitioner certificate in data protection (January 2012).
8. I have been asked: “Please summarise your career background and your
appointment to POL as Company Secretary (including relevant dates).”
9. Before being employed by POL I worked in a number of adminitrative and
governance roles at a medical school and for a number of profesional bodies
between 1994 and 2005 (Senior Registry Assistant, Kings CollegeSchool of
Medicine and Dentistry, March 1994 — February 1998. Committee Scretary,
British Dental Association, March 1998 — January 2001. Deputy Fnsions
Practice Manager, Institute of Actuaries, February 2001 - Novenber 2003.
Manager Joint Council for Qualifications, November 2003 — Noverber 2005).
I became the Board Secretary at the Pension Protection Fund inNovember
2005 and stayed in that role until December 2012 when I moved@é become the
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Corporation Secretary at the National Employment Savings Trustuntil January
2017. I then had a career break for a year and when I came backo the UK I
took an interim role at the Institute of Actuaries during Januay and February
2018.
10. Iwas appointed as Head of Secretariat at POL on 2 February 2018. At that
time Jane McLeod was both General Counsel and Company Secretarybut
when she left at the end of May 2019 the roles were separated. The
appointment to the Company Secretary role needed to be approvedby POL’s
Board so I was Interim Company Secretary from the #' June 2019 until formally
appointed on 26" July 2019. I ceased to by Company Secretary on 9 March
2022 and my final day of employment at POL was 2%! March 2022.
11. While I was Company Secretary, my main responsibilities were to lead the
secretariat team in providing administrative and governance suport to the
POL’s main board and committees, to its senior executive commites (the
Group Executive Committee and the Risk and Compliance Committe@ and to
its subsidiary and joint venture companies (Post Office Insuranse, Payzone
and FRES). This encompassed drafting forward plans and agendagor boards
and committees, providing governance support and advice to co#agues,
reviewing and publishing board and committee packs, drafting mutes, action
points and following up on action points. The role also involed support for
non-executive appointment processes, onboarding and induction. I was
responsible for maintaining and proposing changes to the governance
framework where required, for example, where there were changeso the UK
Corporate Governance Code. The governance framework included érms of
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reference, matters reserved to the Board, delegated authorities and
governance reporting. The role of Company Secretary also involed ensuring
that the required Companies House filings were made and that other
governance requirements such as annual board and committee effetiveness
reviews were carried out, having first taken proposals to the Nominations
Committee. The secretariat team also managed the contract appoval process
to make sure that the required approvals had been retained before an
authorised signatory signed a contract and that a register of ontracts was
maintained.
12. Since leaving POL, I have been employed as Corporation Secetary at Ofcom,
starting in that role on 28" March 2022. I work full time.
13. I have been asked: “Please summarise your understanding of and
experience with the Horizon IT system.”
14. My understanding and experience of the Horizon IT system islimited. My
general understanding of the Horizon IT system from discussions! heard at
POL Board and Committee meetings is, and at all relevant timeswas, that it is
an electronic point of sale (EPOS) system which is commonly usd in retail
businesses to process and record sales and track inventory, als allowing
reports to be produced from the data held. I understand that tlere was a legacy
Horizon IT system (2000 - 2010), a Horizon IT system known as HNG-X (2010
- 2017) and the present day Horizon IT system.
15. Idid not receive any briefings on using the Horizon IT sysem and did not have
any direct experience of using the Horizon IT system or of seeig how it worked
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in practice, as using the system or understanding in any detaihow it worked,
was not necessary for my role at POL. The Horizon IT system oprated in the
individual post office branches, not in the Secretariat Team were I worked.
Every employee at POL is asked to do some ‘branch days’, usual in the busy
period at Christmas, to help out. I never used the Horizon ITsystem during
my branch helper days.
EXPERIENCE ON THE POL BOARD
16. I have been asked: ‘Please summarise the nature of any training and
induction that you received prior to, or on your appointment as, POL’s
Company Secretary”.
17. After I joined POL as Head of Secretariat on 2? February 2018, I took part in
an induction programme around February to March 2018. This included
introductory meetings with members of the Executive Team (the “Group
Executive’) to begin to understand their roles and how these interactedwith
POL’s governance function. Around this time, I also had meeting with Jane
MacLeod, General Counsel and Company Secretary, who was my line
manager and with individuals who were her direct reports to geto know them
and understand their areas of work. I had meetings with my neweam which
was responsible for providing POL’s secretariat function, inclding with the
interim Head of Secretariat. These meetings were to allow me toget to know
the most relevant individuals for my job and to learn what theijobs involved. I
cannot remember whether I received written induction materialsbut I would
assume that materials of some sort were produced. From my recdection of
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my induction, I do not think that there was anything missing tat I would have
expected to be provided.
18. I did not receive further training or induction when I became Interim Company
Secretary or Company Secretary, but I had by June 2019, been atPOL for
more than a year and had acquired a good working knowledge ofmformation
relevant to the role. I knew how the Board and Committee functbns were
organised and the secretariat requirements of each group.
19. I have been asked: “Please set out your reflections on the quality and
completeness of any training and induction that you received”.
20. The induction I received when I started as Head of Secretaiat on 21° February
2018 was in line with what I would expect to happen when startig in a new
governance role. I met the key people I would be working with day-to-day and
also those who were with members of the Group Executive Committee
(typically the direct reports of the Chief Executive Officer (EO”)) and others
who were likely to present items to either the Group ExecutiveCommittee or
the Board.
21. On reflection, ideally, I would have had some form of furter induction when I
became Company Secretary to make sure that there were no elemeits of the
role of which I was unaware from my time as the Head of Secretaiat. However,
Jane MacLeod had left POL at fairly short notice which may haveaffected the
opportunity for me being given any further form of induction. A noted in
paragraph 17, I cannot recollect the content of any written indction materials
I received but I would assume that some materials were produced.
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22. In my experience inductions are never complete in the sensethat they only
tend to cover the ground necessary to get started. The qualitywas, so far as I
recall, reasonable and what I would have expected. I did not reeive any
special induction focussed on particular problems with which POL was
grappling but I would not criticise that, given the nature of my role.
23. I have been asked: ‘What briefings, if any, did you receive on the issues
addressed by the Inquiry, such as the Horizon IT system, the prosecution
of SPMs and the Group Litigation Order (GLO) before or on joining POL?
If you received any such briefings, please provide details of the briefing
received and reflect on their quality.”
24. To the best of my memory, I did not receive any specific biefings on the issues
addressed by the Inquiry before or at the time of joining POL 0 immediately
having joined POL. It is quite likely however, that my manage(Jane Macleod,
the General Counsel & Company Secretary) wil have mentioned these issues
at an early meeting.
25. As Head of Secretariat, I normally attended Board meetingsto take minutes,
unless absent for any reason. I did not know about the GLO befee I started at
POL. My recollection is that the appointment process for Headof Secretariat
had quite a compressed timeline for interviews, and in my prepaation for
interview I had focussed on what was publicly available on thecorporate
governance of POL.
26.From a review of copies of some of the Board minutes from ny employment
with POL, I can see that the first meeting of the Board I attended was on 27
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March 2018. I am recorded as in attendance as “Minute Secretay”. From
these minutes I can see that the “Postmaster Litigation” was anagenda item
and that the Board resolved at this meeting to approve the terra of reference
for the Postmaster Litigation Subcommittee (the Litigation Subcommittee”).
My understanding of the issues now addressed by the Inquiry, tough 2018
and the early part of 2019, came largely through listening to é&cussions at
monthly ordinary Board meetings and ad hoc Litigation Subcommittee
meetings together with any documents provided for these meeting.
27. My understanding of the discussions is reflected in the mimtes of these
meetings.
28. As noted in my response at paragraph 15 above, I do not reall receiving any
briefings on the Horizon IT system or other matters being addresed by the
Inquiry and therefore I am unable to comment on quality.
29. I have been asked: ‘Please set out the process by which matters were
raised on the agenda for Board meetings”
30. I stood down from as Company Secretary of POL on % March 2022 and left
POL on or around 21 March 2022, so my answer to this and other questions
reflects my recollection of the position at this time, drawingon a number of
documents from my time at POL, which I have recently reviewedni order to
refresh my memory and to assist in verifying my recollections.
31. When I left POL in March 2022, the Secretariat Team maintaied a ‘Forward
Plan’, which was included in each of the ordinary Board meetingpacks and
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listed as an item on Board agendas for ordinary meetings. I ca see from the
Board agendas and minutes that I have reviewed for the purposesof this
statement, that the Forward Plan is referred to on the agendasas “Forward
Agenda’, but the document itself within the Board packs is headed Board
Governance Map & Forward Plan”. My recollection is that the Secretariat Team
and I had produced this form of more detailed Forward Plan fotwing a
recommendation made in the externally facilitated Board evaluation presented
to the Board in March 2021 (further details of which are providd in paragraph
54 below).
32. Board members could ask about items on the Forward Plan andrequest
additions to the agenda either at the meeting or between meetigs. For the
Board, there were quite a number of standing agenda items suchas the CEO’s
report and financial and management information. There were a amber of
cyclical items such as the Annual Report and Accounts, the Netwrk Report
and the Business Plan. The Network Report had to be laid in Parliament each
year and included information on the number and location of posoffices, the
services provided and the accessibility of these services to users, particularly
those in rural areas or who might be at risk of exclusion fromthe services
provided at post offices etc.
33. As Company Secretary I would typically have a Board agenda planning
meeting or discussion with the CEO, Nick Read, each month withinput as
required from other members of his Group Executive team, (generally
comprising his direct reports) who would often be presenting agnda items to
the Board. When I was Head of Secretariat, the process was simar but also
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involved the then General Counsel and Company Secretary, Jane McLeod,
and the then CEO, Paula Vennells.
34. From recollection, draft Board agendas and papers were disassed at a Group
Executive Committee meeting each month and also via email correpondence.
By way of example, email correspondence from @ — 7'* February 2020, in
relation to Group Executive and Board agendas for February andMarch 2020
is provided with this Witness Statement POL00155484). The POL Chairman,
Tim Parker, and the CEO, Nick Read, had regular 1-2-1 meetingsand would
discuss the shape of the Board agenda and particular agenda itms in these
meetings. I did not attend these meetings. Tim or Nick would fed back to me
if anything from their discussions meant that changes were reqired to a Board
agenda.
35. I would seek formal approval from the Chairman, Tim Parker,of the final draft
of the Board agenda before this and the Board papers were find’ed and
published (usually referred to as the Board ‘pack’ for each meting). By
published, I am referring to them being in final form and made available to the
Board directors on the secure electronic board portal. For orthary Board
meetings this would normally be a week in advance of the meetig and Board
directors would be advised of any late papers or late addition¢o the agenda if
they were added after the Board pack had been published. An example of an
email, dated 25" July 2019, from me to Board directors notifying them of
publication of papers is provided with this Witness StatementRPOL00103616).
36. Ihave been asked: ‘Please explain the process by which it is decided what
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information is provided to the Board in advance of Board meetings. To
what extent do you consider the amount of information provided to the
board was sufficient?’
37. I have set out at paragraphs 31 to 35 above, the process bywhich Board
agendas were set when! was at POL.
38. Neither my role as Head of Secretariat or Company Secretaryinvolved me
making decisions as to the priority to be given to particulartems of business
or whether or not they should be included within agendas. Altinugh, as
explained in paragraph 31, my team and I maintained Forward Plas and made
sure that items on the Forward Plan were included on agendas. lIregarded
decisions on the priority to be given to particular items of bsiness or whether
or not they should be included on agendas as essentially the fuction of the
Chairman with input from the CEO. My role in relation to the sing of agendas
was to make sure that the Forward Plan for agendas was maintaied, agendas
were drafted and revised as required, papers were commissionedwith advice
and guidance provided to colleagues where sought, and that thdinal agenda
was approved by the Chairman before it and the associated papes were
published.
39. For ordinary Board meetings, the normal rule was that the genda and papers
were provided to the Board a week in advance of the meeting viaa secure
board portal. The ordinary Board meetings covered the full rang of POL
business areas and the Board packs for these meetings were lenthy. In the
event that there were late papers, as explained in paragraph 35above, they
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would be published and notified to the Board directors as soonas they were
available.
40. Non-executive directors ((NEDs”) on the Board would quite often have informal
discussions with the executive lead on a particular agenda itemwhere their
area/s of expertise or interest could help inform the topic/s and any
recommendations being brought to the Board. A full discussionof the issue
would be held at the Board meeting but it was considered that early
engagement on certain matters could improve the likelihood of bth sufficient
information and the right information being provided to the Boad to allow the
Board to have discussions and reach an informed decision duringhe meeting.
41. When the Board started to meet more frequently, it was notalways possible for
the agendas and papers to be published a week in advance of themeeting
date. From recollection, at times the Board met weekly, such was the need for
them to deal with urgent business, often concerning the matterscovered by the
Inquiry. In these circumstances, the agenda and papers for thee additional
weekly Board meetings, might only be published and circulated aday or two in
advance of the additional Board meeting.
42. For the purposes of this statement, I have looked at the POL Annual Report &
Consolidated Financial Statements 2019/20P0L00363150). I can see from
this document that during 2019/20 the Board met 13 times, inclding additional
meetings held either in person or by telephone. There were 8 odinary Board
meetings and 5 additional Board meetings.
43. I have looked at the POL Annual Report & Consolidated Finarial Statements
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2020/21 (POL00363149). I can see from this document that during 2020/21
the Board met 52 times, including additional meetings held eitler in person or
virtually. There were 10 ordinary Board meetings, and 42 addibnal board
meetings.
44. I have also looked at the POL Annual Report & Consolidated Financial
Statements for 2021/22 (RLIT0000331 ), and can see that during that year the
Board met 33 times, including 9 ordinary Board meetings and 24additional
board meetings.
45. The Annual Report and Consolidated Financial Statements als record the
number of times the Board’s Committees met, including the Audit Risk and
Compliance Committee, the Nominations Committee, the Remuneration
Committee, the Litigation Subcommittee and in 2021/22 the Historical
Remediation Committee (later called the Remediation Committee”) which
was set up to deal with those matters which are the focus of tke Inquiry.
However, where a decision was required that could establish a pecedent or
principles which would be applied to future decisions those mders would be
escalated to the Board for decision.
46. Ican see that The Remediation Committee met 21 times fron26' August 2021
until 5 April 2022. From recollection, the Remediation Committee norrally
met weekly, so again it was not possible in these circumstancesto maintain
the usual practice of publishing the agenda and papers for thiscommittee a
week ahead of the weekly meetings.
47. For the Board and Committee meetings, a standard paper temjate was
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available on POL’s intranet with guidance on how this should becompleted by
the paper author. The template was structured to begin with the input sought
from the Board or Committee, including the decision / resolutia sought (where
applicable), a section on previous governance oversight, an executive
summary and the report itself including risk assessment, mitigations and legal
impact and consideration of how any decision sought might impact
stakeholders.
48. Board packs for the ordinary Board meetings tended to be legthy, not only
because of POL’s multiple business lines and the many decisionsequired, but
increasingly during my time at POL as a result of all the mattes now being
considered by the Inquiry, and also because of POL’s ‘strained’financial
circumstances in this period, which required close attention tdbe paid to POL’s
trading position. Workload was further increased by the sale 6the telecoms
business in 2021, as well as negotiations for a new Master Detiery Agreement
with Royal Mail Group and the third Banking Framework agreement
49. As Company Secretary, I attended the Board and Committee metings to
minute the meetings and to provide any guidance or advice on isues of
governance which arose during the meeting, for example, if there were
questions about who had the delegated authority to make certaindecisions or
where Shareholder approval was required. I did not take partm the discussions
of the agenda items as I was not a Board director. The only exeption might
be, if I had been asked to prepare a paper on any gover nance matters, or as a
follow up to a Board or Committee evaluation process. On theseoccasions I
would speak to such papers as their author.
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50. It is difficult to comment generally on the sufficiency ofnformation provided by
a paper author or in their presentation to the Board or a Comnttee where these
individuals were the subject matter expert and I was not. As Company
Secretary, I could advise and help individuals on writing papes for the Board
in terms of structure, style and the type information a Board dector might
expect to receive to help them make an informed decision, but nt on the
substance of a proposal. I would also observe that individualBoard directors
might have different requirements as to the level of detail they thought
appropriate. The level of detail required might also depend onthe trust and
confidence felt by individual Board directors which itself coud vary over time.
51. When I left POL in March 2022, the Board had been grapplingwith an unusually
large volume of information over an extended period of time, beause of all the
issues which had come to light around the handling of the grougitigation and
new errors emerging, such as the additional information which ad been
discovered which should have be reviewed as part of the original Post
Conviction Disclosure Exercise (the “PCDE’), they were understandably
inclined to seek additional assurance and even more information
52. Tom Cooper, the Shareholder Representative on the Board, hd a team to
support him in his role as a POL Board direct, which I believegrew over time.
I understood this to be a reflection of the additional assurane which was being
sought by the Board. I observed that this meant that he tendedto ask for more
detail than other Board directors.
53. In relation to general business, I did not identify any patern of information in
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Board or Committee papers being inadequate, although as notedri paragraph
50 above, I would not purport to be a subject matter expert inrelation to most
of the topics being presented to the Board so cannot speak to te strength or
otherwise of recommendations made. In relation to matters coveed by the
Inquiry, I think the information that had previously been provded to the Board
during the GLO proceedings came to be regarded by Board directes as
insufficient. This was after Board directors’ trust and confidace was shaken
by events surrounding the GLO and the findings in the judgmentsFrom that
point, which from recollection was an emerging theme from April 2019
onwards, additional assurances and information were often sough by Board
directors and the information tested by Board directors in meahgs.
54. The externally facilitated POL Board review “Review of the effectiveness of the
Board and Committees’, produced by Independent Audit Limited in March
2021, provides an overview of the Board’s view on the adequacyof Board
papers and other information provided to the Board at this time
(POL00448723).
55. In my roles as Head of Secretariat and then as Company Secetary I did not
make the decisions on what level of information was provided tothe Board
except in the limited number of papers I produced within my are. These were
decisions taken by the Chairman, CEO and senior members of theExecutive.
From recollection, during my time at POL, those who were pringbally involved
in providing information to the Board on the legal cases whichare the subject
of the Inquiry included Jane MacLeod (General Counsel and Company
Secretary) until April 2019, Ben Foat (General Counsel), from My 2019, Rod
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Williams from POL’s Legal Team and a range of external legal advisors
including solicitors and leading barristers (QC’s as they werdhen).
56. Having reflected on the overall sufficiency of informationand how it was
provided to the Board in advance of Board meetings, I do not casider there to
have been obvious gaps, but the quality of proposals and the méurity of, for
example, risk reporting, is more a question for subject matterexperts in the
relevant areas. The governance framework existed around the opeation of the
Board and its subcommittees in respect of there being terms ofreference,
delegations of authority, report templates, a secure electronicboard portal, as
well as the processes for agreeing agenda items and timeframegor publishing
packs of papers.
57. Following the Common Issues judgment (the “ClJ”) and Horizon Issues
judgment (the ‘HIJ”) being handed down in 2019,I observed the Board having
to deal with a vast volume of information across a range of conplex issues all
of which needed to be addressed quickly, while also seeking tesupport a major
change in the culture of the organisation. At this point, I bdve the information
being generated for the Board to consider was more than sufficént and if
anything, it became so extensive as to be difficult for Board dectors to
assimilate.
58. Ihave been asked: “Please set out your reflections as to the adequacy and
effectiveness of POL’s corporate governance arrangements that were in
effect at the time that you left POL”
59. Inorder to answer this question, I think it would be helpéil to set out the context
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in terms of the key elements of the formal governance structurefrom when I
was at POL which I consider to be relevant, and then provide my reflections.
Governance Structure and arrangements
60. Overall, I consider the governance structure of POL to havebeen largely
conventional save for POL’s special position, with its dual governance
requirements of being both a private company and a public corpeation. POL
was also subject to Government control and required to comply with a
Framework Document (further details of which I explain below).
Articles of Association
61. Post Office’s separation from the Royal Mail Group came ind effect on 1° April
2012, enabled by the Postal Services Act 2011. POL’s Articles 6 Association
(‘the Articles”) sets out its structure as a private limited company, and tha its
sole shareholder is the Secretary of State (Department for Busiess, Energy &
Industrial Strategy ‘BEIS”, as at March 2022, now the Department for Business
and Trade (“DBT”)). The Articles also set out the matters for which the
company requires shareholder consent as well as the process foobtaining this
consent, the protocols for general meetings, the powers of theBoard and the
protocols for how it operates.
The Framework Document
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62. There was a Framework Document in place between POL and itsShareholder,
BEIS (now DBT) and UK Government Investments (UKGI”) as the shareholder
representative. For the purposes of this statement, I have revewed a copy of
the version of the Framework Document which was in place when left POL -
The Post Office Limited: Shareholder relationship framework document,
published March 2020 (the Framework Document”)(RLIT0000334).
63. The Framework Document sets out the relationship between Ite parties and
the obligations with which POL was expected to comply and the parameters
within which it must operate. The Framework Document also explins that POL
is categorised by government as a Public non-financial corporation. This
means that while its Board is responsible for setting strategyand has day-to-
day oversight of how POL operates, it is accountable to the Sheeholder for its
performance and the Shareholder is accountable to Parliament.A number of
governance requirements flow from being a public corporation ad from POL’s
public ownership being founded on its social purpose. These ag set out in
detail in the Framework Document and include the corporate guidnce which
applies to all public corporations.
64. One such requirement is compliance with the principles in HM Treasury’s
Managing Public Money, which sets out the standards expected ofpublic
bodies and explains the role of the Accountable Officer, whictinclude that they
are personally responsible for ensuring high standards of probity in the
management of public funds. In POL’s case the Accountable Offier was POL’s
CEO. POL was also required to comply with the Corporate Goverance Code
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for Central Government Departments in so far as it was applicabe to a public
corporation.
Entrustment Letter and Funding Agreement
65. POL had to comply with the requirements of an Entrustment letter and a
Funding Agreement (both updated periodically) provided by the Bareholder.
The Entrustment Letter included measures which POL was requiredto meet
and report against, such as the number of branches in the netwc& and the
ability of customers to access particular services in accordance with targets.
As referred to in paragraph 32 above, a Network Report coveringhese metrics
had to be produced annually and laid in Parliament. The Fundigy Agreement
stipulated the requirements which POL must meet to be able to daw down the
network subsidy funds from government on a quarterly basis andalso any
‘change spend’ funding (i.e. spend on investments).
Composition of the Board
66. In March 2022, the Board comprised an independent non-exective Chairman,
two executive directors (the CEO and the Chief Financial Office (“CFO”)) and
a further eight NEDs. The composition of the NEDs included: oe who had
been appointed as the Senior Independent Director (SID”); one who was the
shareholder representative (so a non-independent NED); and twowho were
Subpostmasters (‘SPMs”) (and thereby non-independent NEDs). The SPM
NEDs were appointed to the Board for the first time in June 2021.
The Chairman of the Board
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67. The Chairman of the Board was recruited by and appointed by the
shareholder, BEIS (now DBT). The shareholder also set the Chaman’s
remuneration.
Non-Executive Directors and Executive Directors of the POL Board
68. The approval of the Shareholder was required to appoint albther NEDs to the
Board and for setting NED fees. Typically, a representative frm BEIS (now
DBT) and/or UKGI, as well as an independent assessor, would bepart of the
panel involved in reviewing the long-list of NED candidates, dawing up a short-
list, interviewing shortlisted candidates and making recommendations for
appointment.
69. Once appointed, new NEDs received induction materials, acces to past Board
and committee materials and had a tailored induction programme.For the
purposes of this Witness Statement, I have included as examplesan induction
programme document for Saf Ismail POL00448724), a briefing note for NEDs
from May 2021 (POL00448765) and an induction pack (POL00448766).
Directors could request additional training and support as reqired and had
access to briefing sessions on areas such as corporate governane offered by
the internal auditors and one of the external legal firms.
70. Executive director remuneration (including Short-term Incetive Plan (“STIP”)
and Long-term Incentive Plan (“LTIP”) payments) required shareholder
approval.
The Shareholder
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71. The Shareholder, BEIS (now DBT) appointed a representativeas a NED to the
POL Board (at my time of leaving POL in March 2022, this was Tm Cooper,
a UKGI director) and they served as the principal link betweenPOL and the
shareholder.
72. Tom Cooper had a team at UKGI that supported him in his rob. In addition, as
at March 2022, the POL Chairman (Tim Parker) and CEO (Nick Read met
regularly with ministers and senior civil servants at BEIS (nowDBT). The CFO
as at March 2022, (Alisdair Cameron) and members of his team ao had
regular meetings with BEIS officials (now DBT), including quarterly
accountability meetings.
The Senior Independent Director (SID)
73. ASID was appointed to the Board. Ken McCall was the SID ven I joined POL
and stayed in that role until his second non-executive term enéd on 25
January 2022. He was succeeded by Zarin Patel who was the SID when I left
POL in March 2022.
74. The SID would convene a meeting of the NEDs annually to disuss the
performance of the Chairman and a summary of this discussion wa shared
with UKGI.
75. The SID was available to discuss any matters with Board menbers or the
Shareholder which they wished to discuss in addition to or ratler than having
these discussions with the Chairman or the Chief Executive.
Board Committees
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76. Matters reserved to the Board and terms of reference for tle Board Committees
were in place and available on POL’s website. When I left POL in March 2022
the Board had an Audit, Risk and Compliance Committee, a Nominéons
Committee, a Remuneration Committee and a Remediation Committee A
table of delegated authorities set out how significant mattersfor decision
needed to be taken through governance approvals (e.g., whethera particular
matter required Board or Committee approval and whether Shareholder
approval was required). For the purposes of this Witness Statenent, I have
included a bundle of POL governance materials compiled for UKGlin March
2020, and which includes the table of delegated authorities at pp.32-41
(POL00448720).
77. The Board Committees were responsible for matters set outn their terms of
reference. These terms of reference were reviewed annually bya member of
the Secretariat Team, the Chair of the relevant committee and ~aper went to
that Committee for it to consider both whether any changes wererequired to
the duties and responsibilities of the committee and whether those set out in
the existing terms of reference had been addressed during the gar. The Board
approved any changes required to committee terms of reference vnich would
normally be proposed within the annual governance report to theBoard. An
example of the annual governance report to the Board from Januay 2020
(POL00448719) and an example of a terms of reference review (POL Audit,
Risk & Compliance Committee Terms of Reference (ToR) Evaluation2021/22
(POL00448768), (minus the cover paper which I have not been able to locate)
are provided with this statement.
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The Audit, Risk and Compliance Committee
78. The Audit, Risk and Compliance Committee (ARC”) oversaw the production
and audit of the financial statements, with NEDs meeting separéely with the
internal and external auditors on a regular basis. The ARC reiewed the risk
register and the risk appetite statements, for recommendation @ the Board,
internal controls, key company policies and received deep diveson an agreed
plan of topics. The ARC also agreed the plan of internal auditsfor the year and
approved the appointment of the Head of Internal Audit and theexternal
auditors.
The Nominations Committee
79. The Nominations Committee was responsible for overseeing succession
planning at Board level, approving the approach to the recruitnent of NEDs,
including the appointment of a search agency. The proposed appoach to the
recruitment of NEDs was discussed with UKGI and once the Nominéons
Committee had obtained approval from the Board to its recommended
candidates for appointment, approval to appoint would be soughfrom BEIS
(now DBT). The Nominations Committee also approved the appointnent of
NEDs to subsidiary companies (Post Office Insurance, FRES, Payane). The
Nominations Committee also reviewed and approved the questionn@es for
Board and committee evaluations and oversaw the appointment ofthe firm
carrying out any externally facilitated board effectiveness review.
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The Remuneration Committee
80. The Remuneration Committee had responsibility for: (i) senior remuneration,
including approving recommendations on executive director pay to the
shareholder; (ii) oversight of the recruitment, retention and eward approach
for all employees; (iii) approval of the structure of short-term and long-term
incentive schemes for recommendation to the Shareholder; (iv) wether aSTIP
or LTIP scheme should be launched in a particular year; (v) the measues and
metrics for these schemes which also required shareholder appreal; and (vi)
whether or not and to what extent these measures had been met. The
Shareholder had to approve the launch of STIP schemes for all employees,
LTIP schemes for the senior leadership group and the pay-out obonuses for
the executive directors.
The Postmaster Litigation Subcommittee
81.
The Postmaster Litigation Subcommittee (the Litigation Subcommittee”)
was established in January 2018, and its Terms of Reference wee approved
by the Board at its meeting on 27" March 2018, to look at matters concerning
the GLO, including receive legal advice, and then the follow upactions to the
GLO. After two years it was decided by the Board that it shoud again take
direct responsibility for oversight and strategic decisions in relation to the post
GLO matters which had been within the subcommittee’s remit, andso the
subcommittee was disbanded at the Board meeting on 1 March 2020.
The Remediation Committee (previously the Historical Remediation Committee)
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82. Meetings of the Remediation Committee were convened to deal with
developing issues such as: the findings of the Clu (handed dowron 15" March
2019); the HlJ (handed down on 16" December 2019); and the cases referred
to the Criminal Cases Review Commission (“CCRC”); and those cases
overturned by the Court of Appeal). Its work also included isses relating to
compensation to sub-postmasters wrongfully convicted of theft, false
accounting or fraud, or otherwise adversely impacted by mattergelating to the
Horizon IT system.
The Code of Conduct
83. Board directors were required to comply with the Code of Caduct for Board
members of public bodies RLIT0000335) which sets out the seven principles
of public life and duties around the use of public funds and caflicts of interest
etc.
Directors’ Duties Generally
84. As a private limited company, POL directors were required @ comply with
directors’ duties as set out in Sections 171 - 177 of the Companies Act 2006.
The UK Corporate Governance Code
85. POL chose to comply with the UK Corporate Governance Code wrere this was
applicable to it as a private limited company solely owned by @vernment and
POL’s Shareholder supported this approach. POL also had a numbeof areas
in which it was required to comply with government guidance andthese were
set out in an appendix to the Framework Document.
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Reporting on governance
86. POL reported on its governance processes annually in the Gwernance report
contained within its Annual Report and Consolidated Financial fatements,
which were presented to Parliament pursuant to section 77 of tle Postal
Services Act 2000. The introduction to the Governance report aplained the
corporate governance of POL including its legal ownership andtte structure of
the company. It set out information about its Board of directos, meetings held
during the year, the main topics discussed and key decisions mde. The report
also summarised the findings of its Board and Committee effectiveness
reviews which were typically facilitated externally every third year. An example
of an internally facilitated Board and Committee Evaluations 2019/20, from
April 2020 (POL00448721), an externally facilitated review (produced by
Independent Audit Limited in March 2021) POL00448723) and the follow up
Board reports on the Recommendations from the externally facilitated
Independent Audit Board review 2020/21 dated 2% July 2021 (POL00448725)
and 28'" September 2021 (POL00448726) have been provided with this
statement.
Meetings Generally
87. The Chair's agendas were produced by me or the member of tle Secretariat
team supporting that meeting. These set out points for the Cha to note, the
decision/s sought for each agenda item (where applicable) andite key points
from each paper.
88. Normally minutes of meetings were drafted by a member of tke secretariat
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team, reviewed by the Chair of the meeting and included in thepack for
approval to be sought at the following ordinary meeting. The mute taker would
consult presenters where they needed to clarify their understading on any
points for the purpose of minuting. If there was to be a big gp in time before
the next meeting, then draft minutes may have been circulated@ the respective
Board or Committee ahead of the pack for the next meeting, in order that they
could be reviewed while still fresh in the memory of the attendees. My team
and I also maintained a decision log which included resolutiongrom all Board
and Committee meetings which were entered into the log after ta minutes for
a meeting had been approved. This made it easier to search fordecisions by
topic and to see the history of decisions for a particular iteror topic.
Reflections
89. In my opinion the formal governance arrangements at the tine I left POL were,
as a matter of general principle adequate, but were no longer @ective to deal
with the issues which had arisen. The volume of meetings and Ite range of
decisions the Board was required to take to address the finding of the
judgments and all that flowed from this, while trying to overse the running of
the business in precarious financial circumstances, and with sme of the senior
relationships starting to break down (in particular the CEO, Ntk Read, and the
CFO, Alisdair Cameron), meant that the demands on Board time wee, in my
opinion, in excess of what would generally be regarded as sustimable.
90. Notwithstanding this, in my opinion, the Board directors inpost in March 2022
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were diligent and committed to driving the cultural and operatinal changes
required. The NEDs were supportive of the executive but in my ginion also
probed and challenged appropriately and sought additional assuances and
information where they thought this was needed.
91. Time had to be spent to dealing with new problems as they aose, POL
executives were working at full stretch, and the volume of meehgs and the
governance support required meant that my team and I were at tines struggling
to keep up. From my perspective that meant I was attempting tokeep on top
of the workload but was not able to step back to see the biggerpicture of
whether a fundamentally different and exceptional approach to gvernance
was required because of the particular circumstances, what thatdifferent
approach needed to be, and how that needed to be resourced.
92. I now think more consideration should have been given to lw to manage
governance arrangements at both Board and Group Executive Comnttee level
during a period of crisis for the company.
93. Ona personal level, I did not appreciate quickly enough low great the day-to-
day workload would be for me and my team, nor that it would besustained and
that the position would deteriorate. The pressure increased asthe company’s
financial position worsened Resources were severely overstretched and with
hindsight not only was a larger secretariat team needed but als a review of
whether our governance processes were right for the circumstanes.
94. Had risks been correctly assessed earlier there would have been more
opportunity to put mitigation measures in place, including in relation to
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governance.
95. I think that certainly by mid-2020, additional resource should have been
obtained for my team. At that time, in addition to me there wee three or four
company secretariat team members. Of those, two or three had experience of
supporting committees and taking minutes. These individuals wee supporting
POL’s various different legal entities as well as managing thecontract approval
process and Companies House filings. This meant that I attended and minuted
the majority of POL Group Executive, Board and Committee meetings and the
volume of meetings had increased exponentially.
96. I recall that I was reluctant to propose more expenditure o staff because the
company’s financial position was strained and there had been waves of
redundancies with further proposed. I also thought it important to have
consistency of support for Group Executive Committee and Boardmeetings.
With hindsight, I think initially I was naively optimistic in thinking that the
increased workload would be either sustainable or would reduce! think the
Covid-19 pandemic and everyone working remotely also made it mee difficult
for me to appreciate just how stretched we were as a team.
97. I finally reached the conclusion that recruitment of additonal resource was
essential in the second half of 2021, after the Remediation Committee had
been established. By then it proved difficult to attract and retain new
governance professionals in the team. I think that this was patly because of
the reputation of POL by that time, partly that it was a “hot'market for mid-level
company secretaries at that time and partly because POL was sué a “pressure
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cooker” environment, which people found difficult to cope within practice. On
reflection, I also think that I was perhaps unrealistic in whatadditional resource
would be sufficient. I was looking to recruit one extra team nember at
Assistant/ Senior Assistant Company Secretary level but it mayhave been
better to seek a more experienced Deputy Company Secretary wha@ould have
shared some more of my workload and helped the junior team memers. I am
aware that this is what my successor at POL has subsequently dme and with
the benefit of hindsight this seems like a very sensible approah.
98. I have set out at paragraphs 58-88 above, the formal corpoate governance
arrangements in place at the time I left POL in March 2022. I onsider that for
the usual business of POL these would have been adequate and d&ctive,
recognising that frameworks and processes are important but notsufficient in
and of themselves. During the period of crisis POL was in, how think it would
have been desirable to consider modifying the governance arrangments and
more substantially increasing the governance support available.
99. Having stepped out of that environment and had more time tareflect, I think it
would have been helpful for the Board to agree ways of workingwhile under
such a period of strain. The kind of issues which could potentilly have been
handled better were:
. how discussions and correspondence outside of meetings that dil not
involve the whole Board would be dealt with
. how to make sure adequate context was provided about backgroud to a
topic and any previous decisions and discussions by the Board rfoting
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that this was a section included in the Board paper template bone which
may not always have been covered sufficiently well in practice)
. what the approach to minuting should be, recognising that POLwas
facing intense external scrutiny and fuller minutes than normaland even
recording meetings might therefore have been appropriate
. what additional administrative support the Board directors migt need
given the volume of meetings and papers.
100. My perception was that trust in POL’s executive was damagd at Board level
because of the shock of the damning findings of the ClJ and HiJand the
company entered a state of crisis. It seemed to me that additional assurance
was more often sought by the NEDs and by the Shareholder. Thisncluded, for
example, BEIS (now DBT) seeking to formalise the assurance meetings
between itself and POL, introducing more stringent reporting masures.
101. As noted above, POL was overwhelmed and overstretched at loth Board and
executive level. While a huge amount of work needed to be done,and to be
done quickly, in my opinion, the ability to execute some of the most important
work was stalled in some instances because of POL’s financial ad funding
position. For example, I recall that a significant volume of payments under the
Historical Shortfall Scheme (renamed the Horizon Shortfall Schene on 7" July
2023) could not be started because POL’s ability to meet all of the potential
claims could not be guaranteed. In other instances I recall, the task proved to
be more complex than originally anticipated, which I believe wa the case with
changing SPM contracts (further details of which I provide at paragraph 114
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below).
102. I have been asked: ‘Please describe the culture of POL at Board level as
at the time that you left and set out your reflections as to the ways in
which the culture had or had not changed following the findings of Fraser
LJ in the Common Issues Judgment or resulting from evidence arising in
the Inquiry.”
103. In my opinion, there was a period of shock following the landing down of the
ClJ on 15" March 2019 and it took the POL Board some time to absorb how
far apart its understanding of the GLO case had been when compeed with the
reality.
104. By the time the HIJ had been handed down on 1@ December 2019, I think the
true position was understood by the Board. However, during theperiod from
March to December 2019, POL saw its application to recuse the nanaging
judge (Lord Justice Fraser) and its application for leave to apeal the ClJ
refused. It had appointed new lawyers to draw up a new litigatin strategy and
it had appointed a new QC (at the time) to represent POL in theHorizon Issues
trial. The Chief Executive, Paula Vennells, and the General Cansel and
Company Secretary, Jane McLeod, had left the organisation. Alidair Cameron
had become interim CEO in April 2019 with Nick Read joining athe permanent
CEO in September 2019. Ben Foat had been appointed as General @unsel
in around May 2019 and there were a number of other changes insenior
personnel. It was in my view a turbulent period.
105. I recall observing how both Ben Foat (General Counsel) andNick Read (CEO)
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were moved by what they had heard from SPMs during the mediation process
leading to the settlement with GLO claimants in December 2019. The Board
as a whole was absorbing the fact that the litigation approach which had been
followed had been completely wrong both in substance and tone From what I
was able to observe, I think that drove a change in Board cultue, with the
ambition to: i) do what could be done to address the wrongs dor to SPMs
affected by the faulty Horizon IT system; and ii) to reset therelationships with
current SPMs to much better understand their views, and what P@ needed to
do to support them.
106. In my opinion, the practical delivery of these ambitions vas affected both by
resourcing and finances. For example, I recall a significant trnche of payments
in the Historical Shortfall Scheme could not be started becaus@POL might not
be able to meet the eventual totality of those payments. The Bard were
provided with legal advice on this at the time, and the individal Board directors
may have also obtained advice. From recollection, the issue asi understood
was because making these payments would have put the company atrisk of
wrongful trading or preference. In addition, I recall that thenumber of claims
received was much higher than anticipated making it difficult for the
independent panel reviewing claims to keep pace with the volume and
requiring additional panel members to be recruited.
107. From recollection, the Board’s view was that Government neded to fund the
claims for those whose convictions had been overturned by the @urt of Appeal
but the potential range of costs was very wide and difficult tonarrow down
because while each person whose case had been overturned by theCourt of
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Appeal had suffered significant harm, the circumstances of eactperson’s case
and the heads of claims were different. This I believe, was ow reason the
Board wanted to make available interim payments of up to £100kso that at
least some payment could be made without significant delay.
108. In tandem, the organisation needed to keep the business afloat while
fundamentally changing its relationship with current SPMs to béer support
them and to understand their views of what worked well and what did not. This
led to many different work streams which were designed to addres the findings
of the judgments and establish (through conversations with SPMs, SPM
surveys and reviews of existing processes and materials) what eeded to be
done to improve the support provided to SPMs, underpinned by tie right
culture. I have set out in more detail the work streams and attmpts to make
POL more postmaster centric in my response at paragraph 130 belw.
109. At Board level there seemed to me to be desire to lead anddrive cultural
change which I understood from the focus on responding to theifidings of the
judgments, setting up claims’ schemes and mediation processesproviding the
information required by the Inquiry and supporting the CEO inhe initiatives as
set out in paragraph 130 to better support SPMs. There was recgnition at
Board level that the culture of the organisation needed to be tanged and the
relationship with current SPMs completely reset. This neededd reflect that
post offices and post office services only operated because ofthe work of
SPMs and POL employees should be there to support that work.
110. I think it is fair to say that the delivery of these desied fundamental changes
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was adversely affected by practical difficulties. This included:
. Finances - exacerbated by increased costs and reduced revenuesduring
the COVID-19 pandemic and ongoing conversations about the fundig
agreement with government at the time I left POL in March 2022;
. The right structure;
. Resourcing; and
. Training for the Historical Matters Business Unit, which tookime to put in
place.
111. As noted at paragraph 106 above, additional resource was equired for the
independent panel assessing claims for the Historical Shortfalbcheme as the
volumes of claims far exceeded the original assumptions.
112. As noted above, the Executive and Board bandwidth was testd as demands
on time grew from a range of sources, including significantlyncreased external
scrutiny of the organisation (as evidenced by the need to respad to higher
volumes of Freedom of Information requests, attend Select Committee
hearings, provide information to the Inquiry), and to provide additional
assurance to the Shareholder and external stakeholders, includig the banks.
113. In my opinion, the frequent changes in the senior leaderstp team added to the
instability of the organisation and also led to a loss of corporate memory.
114. As work began on initiatives it was often the case that reolution of the matter
proved to be more complex than originally anticipated. An exarple that I recall
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concerned changes to SPMs’ contracts. I recall that it turnedout that there
were multiple versions of SPM contracts in force and in some caes no signed
copy of a contract with individual SPMs could be found.
115. It also remained the case that even with Nick Read joiningas the new CEO in
September 2019, and with support for him from the Board to drive
organisational changes, it was apparent that the level of trust in the
organisation at Shareholder and Board level (not to mention other
stakeholders) was low. The impediments to delivery of desired bange in my
opinion led to disappointment about the speed of change whichn turn affected
morale at both Board level and across the organisation.
116. When I left POL in March 2022, it stll felt to me that the Board wanted to make
the cultural and other changes needed. It seemed unified in ths purpose and
to me, the Board appeared to be supporting the CEO, Nick Read,in doing so.
However, I felt that actually being able to affect those change in the way
needed had begun to seem a potentially unachievable task, becage the scope
and scale of the task was not matched by the resources availabd.
117. For the purposes of this statement, I have considered theTimes article dated
19" February 2024 (RLIT0000201). While I was employed at POL, I was not
aware of a stream of thinking, as suggested by that article, ofpeople within
POL not accepting the findings of the judgments. This is basedon my day-to-
day contacts within the organisation which were mostly my own éam, the
Board directors, the Group Executive Team and a number of indiiduals who
had significant contact with the Board. The judgments (ClJ ancHlJ), the PCDE
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and documents unearthed through that exercise (as referenced inparagraph
51), and the review by the Board of the cases referred by the Ciminal Cases
Review Commission (‘CCRC’) in March 2020, had in my opinion left no scope
for anyone on the Board to question that there had been a hugemiscarriage of
justice.
118. I thought the review of the first cases referred by the CCRC was a particularly
important point culturally, because POL’s approach to the GLO fad focussed
largely on legal arguments around the case on matters like contact law and
the robustness, or otherwise, of the Horizon system. The reviw of the first
CCRC cases brought the focus onto the SPMs as people and what they had
experienced. It made the Board collectively aware of individués’ stories and
also showed the pattern of abuse. In my opinion, it was a sobeing experience
for the Board and everyone else who read those cases and attenéd the
meetings on 4" and 8"" September 2020. It certainly had that effect on me.
119. I appreciate that this had been known only too well by theSPMs affected, their
loved ones and the people who have supported them and sought toraise the
profile of their case for many years. But I think for the Boardcollectively being
so immersed in what had happened to the people involved broughhome the
misery that had been caused by POL and others’ actions.
120. In terms of other cultural shifts that occurred during mytime at POL, I thought
that Elliot Jacobs and Saf Ismail joining the Board in June 2021, as current
SPMs had been a very positive development. Although, I thoughit might be
very difficult for them personally, as I explain further in my response at
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paragraph(s) 195-202 below.
121. In my opinion, both Eliot Jacobs and Saf Ismail brought clarity and insight to
Board discussions about priority issues for SPMs including thamportance of
new products and services being developed and delivered in a wg which
factored in operational practicality. I believe there was alsostrong backing
from the Board for the CEO, Nick Read, in his programme of work to develop
an organisation that better supported SPMs, understood the workthey did and
recognised that the success of the business hinged on them.
122. In my opinion, the Chairman, Tim Parker, and Nick Read appared to get on
well and to have built a strong working relationship which wasmportant for the
culture of the Board at a time when the organisation was under strain.
123. Ultimately though, by the time I left in March 2022, I thaght that POL’s
reputation might have been damaged beyond the point of repair ad that the
huge challenges for the business going forward, as well as addessing the
issues of the past, while in a precarious financial position, mght have made
the changes needed, culturally and otherwise, undeliverable.
124. People may choose to join an organisation in crisis if thy think they can be
part of turning it around, but if that seems unachievable, theymay not stay. I
think this was one of the reasons for high turnover at seniorével as well as the
reality of a high-pressure working environment, with insufficiet time and
resource to do the work required and time spent “firefighting hew problems as
they arose, such as the discovery of additional materials whichshould have
been part of the PCDE.
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125. I have been asked: ‘Please summarise your understanding of the actions
POL took to change the culture of the organisation following the findings
of Fraser LJ or resulting from evidence arising in the Inquiry. Please set
out your reflections on how effective these changes were.”
126. In December 2019, POL made a public apology to all the SPM wrongly
convicted and others adversely affected by the Horizon IT systen and POL’s
actions in relation to this.
127. A settlement was also reached in relation to the GLO in Deember 2019.
128. In May 2021, the Chairman, Tim Parker, wrote to SPMs idenified as having
been wrongly convicted, following the quashing of convictionsn the first cases
by the Court of Appeal, in April 2021.
129. In my view, any change in culture had to start with an aptogy and a public
acknowledgement of the wrong done, but I do not think there cold ever have
been an apology that was going to be immediately taken as sincee, given the
damage done and POL’s recent history with the conduct of the goup litigation.
I believe that made taking action quickly seem all the more imprtant.
130. I am aware that work was done by the legal team and otheexecutives to map
out the findings from the ClJ and HIJ, what needed to be doned address
these, and how that work was going to be achieved and resourced Work was
also started to change the organisation culturally and operatiaally with the
ambition of making it more postmaster centric. From recollection, this
incorporated a range of initiatives including:
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Improvements to the Branch Support Centre.
The development of Branch Hub, an online platform which couldbe used
by SPMs to reorder stock, access information and training mateials and
view information on branch sales and trends.
Onboarding processes were simplified and better training materials
developed.
A Postmaster experience director, Hithendra Cheetirala, was apointed.
Two SPMs, Saf Ismail and Elliot Jacobs, were appointed to the Board in
June 2021.
An SPM survey was conducted so that the findings could feed itto the
work taking place.
Additional communication routes were set up with development 6 the
field network, SPM conferences and SPM involvement in working soups
on IT development.
POL employees were provided with a better understanding of thework of
SPMs through a “Week in the life of a postmaster” training as vell as
training on the GLO case and the findings of the judgments.
Senior leaders were involved in the “Adopt an Area” programmewhere
they would spend more time meeting with SPMs and understandinghe
issues they faced.
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131. The Board received regular updates on the work to respondto the findings of
the judgments and the initiatives, such as the improvements tothe Branch
Support Centre and the development of Branch Hub.
132. I recall that sometimes work to make POL more postmaster entric unearthed
additional problems which to me demonstrated the scale of the cultural
challenge. For instance, I recall that when SPMs were asked abut their
experience of the Branch Support Centre, their responses reveaéd that not
only was it often not easy to get queries resolved but also tha the tone and
attitude of those working in the Branch Support Centre were cosidered an
issue. This led to a further programme of work to improve theperation of the
Branch Support Centre.
133. From recollection, updates on steps to improve the BranchSupport Centre and
also the range of other initiatives identified in paragraph 130above, were
reported to both the Group Executive Committee (the senior executive
committee comprised of the CEO and his direct reports) and at Bard meetings
and to the Remediation Committee, after it was set up in 2021.In the time
available to me to prepare this statement it has not been posdile to review and
identify examples of this from the minutes and papers of the Board,
Committees and Group Executive Committee. With additional time , I would be
happy to provide supplementary evidence on this should the Inqisy request it.
134.1 think the approach which was taken to the appeal cases in mid-2020
recognised that POL had been wrong to bring prosecutions in alHorizon data
dependent cases. I consider this to be a reasonable indicatorof changing
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attitudes and culture within POL.
135. From recollection, POL also made clear that it would not ontest any future
cases where shortfalls were linked to information from the Hoon IT system
following the Court of Appeal’s ruling in April 2021. In theitne available to
prepare this statement I have not been able to identify and reiew Board and
Committee minutes and papers in connection with this. With addtional time, I
would be happy to provide supplementary evidence on this shouldthe Inquiry
request it.
136. As a further indicator relating to the culture of the orgaisation, I recall that in
or around early 2020, the new CEO, Nick Read, commissioned theonsultancy
firm McKinsey to carry out an organisational health index, theresults of which
were concerning. From recollection, they placed POL in the lowequartile, with
levels of trust and confidence particularly low, even within tke senior leadership
group. This to me is indicative of how unstable things were wihin POL at this
time. I think that there was also a colleague survey conductechot long before
I left in March 2022 which also returned poor results. In my opinion, the
continuing “churn” within the senior leadership group, changesn organisation
structure, fear of redundancies, severe criticism of the compag and a highly
pressurised work environment were drivers for the low scores irthe colleague
survey.
137. I have been asked: ‘Did the culture at POL support the building and
maintaining of trust between POL and SPMs, managers and assistants as
at the time you left POL?”
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138. My experience of the culture at POL is based on my work ard interactions with
my team, the Board and Committee members, including the Group ecutive
Committee and any other senior executives who were producing p@ers for the
Boards and Committees I worked with. As such, I do not feel alte to comment
on the culture within the organisation more generally, and my esponse to this
question should be read in that context.
139. I refer to my response at paragraph 130 above, which proves details of a
number of initiatives and attempts to rebuild trust and improvesupport and
communications with SPMs.
140. As I left POL in March 2022, I am not aware of whether thamprovement in the
Branch Support Centre service and the development of Branch Hubhave
continued. If they have, and if they have been assessed positiely by SPMs,
then these seem to me to be positive measures to better supporSPMs.
141. From recollection, my sense, by the time I left POL in Mach 2022, both from
Saf Ismail and Elliot Jacob’s comments at Board meetings I had attended, and
from feedback from the wider SPM community which was discussecat Board
level, was that there were three particular priorities for SPMs
(a) Fair remuneration for each task or process undertaken for FOL which
reflected both time and complexity. Higher staff and energy cots for
retailers had meant that fair recompense was ever more importah I
recall that Elliot and Saf both highlighted an example of the problem at
the Board meeting in the autumn of 2021. They gave details abot the
introduction of digital passport services in post offices and lat it had
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proved to be a time consuming and complicated service for SPM¢o offer
compared with the physical passport process, but the fee for tlts service
did not reflect this properly.
(b) Proper support from POL, such as being able to resolve IT issues
promptly and get stock and cash delivered quickly.
(c) Identification and roll out of growth opportunities.
142. My impression when I left POL in March 2022, was that whé there were a wide
range of measures introduced seeking to improve support from P@ for SPMs,
not much had been done to address transparency around the feespaid to
SPMs for particular services or identifying and rolling out new growth
opportunities. These three priority areas did not appear to have been met by
the time I left POL, although in-roads were being made to improve the support
provided to SPMs.
143. Having reflected on these matters for this statement, I tmk POL will have to
be able to deliver on each of the three priorities for SPMs (fa fees; good
support services; identification and roll out of growth opportuities) if it wants
to secure and maintain the trust of SPMs and have people who wat to become
and remain SPMs.
144. On reflection I also think that this reveals the various énsions that POL was
facing in terms of settling the claims of SPMs who had been wragly convicted
or had suffered losses and the matters related to the Inquiry, with
simultaneously trying to deal with the matters faced by currentday SPMs,
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without the funds to invest in change.
145. I have been asked: “Please summarise your experience of the Board’s
relationship with and approach towards SPMs.”
146. In my opinion, NEDs on the Board had relatively limited dect contact with
SPMs before Saf Ismail and Bliot Jacobs joined the Board in June 2021. Prior
to that, the Board’s NEDs met SPMs on branch visits during thai induction
programme and some NEDs went on further branch visits during tbir time in
office. For example, I recollect that the Chairman, Tim Parker, and the
Shareholder representative, Tom Cooper, carried out more regula branch
visits, and thereby had more interaction with SPMs.
147. Saf Ismail and Blliot Jacobs also conducted more regular branch visits after
they joined the Board. My recollection is that Saf Ismail and Hiot Jacobs spent
a significant amount of time visiting branches and tapping intcSPMs’ views of
POL and on what SPMs needed from POL. In my opinion, Elliot anaf joining
the Board in June 2021 brought direct industry experience andiereby greater
insight into priorities for SPMs, operational and product issue at branch level,
the retail market and customer trends.
148. The CEO, Nick Read, and the CFO, Alisdair Cameron, wil I think have had
more day-to-day contact with SPMs through the various postmaster
conferences, branch visits and other meetings, such as the infomal dinners
set up with SPMs and branch managers locally From recollection these were
arranged from 2020/21 onwards.
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149. In my opinion, the Board’s approach towards SPMs was changed by
acceptance that POL had been responsible for the huge miscarrige of justice
linked to its wrongful pursuit of prosecutions of those SPMs dfected by the
faulty Horizon IT system. That recognition by the Board in myview led to
support to prioritise responding to the findings of the judgmets and support for
the programme of work designed to better support current SPMs.
150. I believe that SPMs were viewed by the Board in my time asfundamental to
the delivery of the business, that they needed to be better served by POL and
that there were concerns about being able to attract and retairSPMs given all
that had happened and with the pressures felt by retailers geneally as their
costs increased.
151. At the point I left POL in March 2022, my observation was that both Saf Ismail
and Elliot Jacobs were full and valued participants at Board meetings and that
their contributions were valued.
152. I have set out in paragraphs 194-202 below, my knowledge ad understanding
of the matters raised in The Times article published on 19 February 2024
(RLIT0000201).
153. Saf and Elliot’s experiences may have been very different to the impression
that I had and I do not know whether the quote attributed to Biot that he and
Saf were “ignored and seen [...] as an annoyance’ was specifically linked to
the period around Henry Staunton’s departure or was more deep-soted than
that and had been his and Saf’s experience over a longer periodf time.
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154. In terms of the wider relationship and approach to SPMs, recall that the Board
received and discussed updates on feedback from SPM conferencesand other
events run by POL, on the work to implement the findings of thgudgments and
the work streams on initiatives to make POL more subpostmastercentric.
These initiatives seemed to me to still to be a priority when I left POL in March
2022.
155. I have been asked: ‘Please summarise your understanding and experience
of the Board’s relationship with key relevant external stakeholders, such
as the National Federation of SubPostmasters (NFSP), Communications
and Workers Union (CWU), Fujitsu, UK Government Investments (UKGI)
and the Department for Business and Trade (DBT).”
156. The Chairman, Tim Parker, and the CEO, Nick Read, met reglarly with the
Post Office Minister senior civil servants at BEIS (now DBT).With the passage
of time, I cannot now recall names of individuals. I was not pesent at these
meetings but was aware of them through updates provided in Board,
Committee and Group Executive Committee meetings.
157. The CFO, Alisdair Cameron, and his team also had meetingswith BEIS
Officials, including, from recollection, quarterly assurance metings. Again, with
the passage of time, I cannot now recall names of individuals. I was not
present at these meetings but was aware of them through updategprovided in
Board, Committee and Group Executive Committee meetings.
158. My recollection is that the CFO, Alisdair Cameron, and histeam also had
regular meetings with UKGI, typically with the Shareholder Repesentative,
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Tom Cooper, and his team at UKGI. I was not present at these neetings but
was aware of them through updates provided in Board, Committee and Group
Executive Committee meetings.
159.1 think that meetings with NFSP, the CWU, and Fujitsu weretypically at
executive director level but it may be that these involved theChairman on
occasion as well. I was not present at these meetings, but tothe extent that I
was aware of them, it would have been through updates providedin Board,
Committee and Group Executive Committee meetings.
160. I did not have any direct contact with the NFSP, CWU, Fujsu, UKGI, BEIS
(now DBT), save for the extent to which it was necessary for me and my team
to liaise with representatives from UKGI and BEIS for the purpses of them
attending Board and / or Committee meetings and in connection with
responding to requests for information on governance related isues and NED
appointments.
161. I have been asked: ‘What is your view as to the current composition of the
board with regards to experience, expertise and abilities?”
162. I left POL in March 2022 and the membership of the Board las changed
extensively since that time. As noted at various points in mystatement, I think
that Elliot Jacobs and Saf Ismail joining the Board in June 2021 and having
SPMs on the Board was a very positive development.
163. I do not have any further comments with regards to the curent composition of
the Board.
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164. I have been asked: “Specifically, what is your view on the desirability of (i)
SPM representation on the Board (ii) legally qualified board members and
(iii) board members with IT experience?”
165. Regarding SPM representation, I think that having SPMs asNEDs was the
right decision from both a business perspective, to bring a diect insight of the
retail market to Board discussions, and from a cultural perspetive, to have
SPM perspectives’ informing the strategic direction of the compny. I also
believe that it was a positive step that two SPMs joined the Bard rather than
one, to increase SPM representation and make it more likely tha not that there
would always be an SPM present at all Board meetings.
166. Regarding legally qualified Board members, I think decidig whether or not to
have a legally qualified Board member may depend on what knowldge and
expertise is sought at a particular point in time. Ben TidswdI a highly
experienced lawyer, joined the Board in July 2021 and chairedtte Remediation
Committee. This seemed to me to be the right decision because Ite Board
needed to make decisions on legal matters of which many Board nembers
would have had limited or no experience. In my opinion, Ben Tigwell brought
independence as well as significant knowledge and experience to probe
recommendations brought to the Board by both the internal legalteam and
external lawyers. In my view this was invaluable.
167. Regarding IT experience, the need for a NED with IT expesnce may also
depend on POL’s requirements at a particular point in time, butgiven the
history of the Horizon IT system and the plans to replace it, having a NED with
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expertise in this area, who can support, constructively challege the executive
lead in this area and assist with communicating issues to non-eperts, feels
important. More generally, digital skills and IT experience are highly sought
after by boards given the growth of the digital economy and theneed for
organisations to understand and protect agains the threat of cyber attacks.
168. I have been asked: “Do you think the culture in POL actively encourages
whistleblowers to speak open and honestly about their concerns? Please
provide reasons for your answer.”
169. In terms of the overall culture during my time at POL, aswell as my experience
as an employee of POL, as is noted at paragraph 138 above, my eperience
of culture in respect of whistleblowing was shaped largely by ny interactions
and work with my team, the Board, committees and the Group Exeative team.
170. With regard to promoting a “speak up” culture, I recollecthere being meetings
periodically for employees to be able to ask senior managementquestions.
There were also staff surveys which would include questions ororganisational
culture including experience or witnessing of bullying and harasment.
171. More generally, I think that whether or not someone feelsencouraged to report
a potential whistleblowing incident is likely to be affected bytheir confidence in
the process, whether it is possible to maintain their anonymity who will be
dealing with their case (and the different reporting options) ad whether they
trust that their case can be dealt with promptly, confidentia¥ and appropriately.
172. Again, in general, I think the more senior the person to vaom a potential
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whistleblowing incident relates, the greater the risk that a peceived power
imbalance will deter disclosures. It may also be the case that the bigger the
issue, the more nervous individuals may be in raising it. Thiss just my general
view rather than a comment on the position at POL during the peiod I worked
there.
173. POL did have a whistleblowing policy and for the purposesof preparing this
statement I have reviewed a copy of the policy which I understad was in force
in early 2022, before I left POL, Whistleblowing Policy Versionv6 March 2021
(POL00413444).
174. Save for the one matter which I explain further in paragrahs 176-178 below, I
had no personal experience of any whistleblowing disclosure dung my time at
POL. So far as my own team were concerned, I had no reason to t hink that
they would be reluctant to raise issues with me relating to our work.
175. I have been asked: “Are you aware of anyone having ‘blown the whistle’
within POL since the findings of Fraser LJ in a matter relevant to the
issues being explored by the Inquiry? If so, please summarise the nature
of the complaint(s) made and the response of both the board and any
individuals named in the complaint, insofar as you are able whilst
protecting the identity of the whistle-blower.”
176. The only potential whistleblowing disclosure that I was avare of during my
employment with POL was raised in an additional meeting of Remueration
Committee, held on 19" November 2021. For the purposes of preparing this
statement I have sought to identify and review the minutes of tat meeting in
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order to refresh my memory of events and to provide details tdhe Inquiry. The
details of the disclosure made are set out in the draft minutes of the
Remuneration Committee meeting of 19" November 2020, which are produced
with this statement (POL00448727) and in an email relating to those draft
minutes dated 28" December 2020 (POL00448767). I am afraid that the
minute reflects the limit of my knowledge in relation to this closure.
177. In the material that I have received from POL for the purpses of preparing this
statement, and in the time available to me, I have not been abé to locate a
signed approved copy of the minutes of this meeting of 19 November 2020. I
can see from various emails from this time that I have reviewedthat I prepared
a draft set of minutes which were circulated for review, firstto Ken McCall,
Senior Independent Director and Chair of the Remuneration Comnttee, Ben
Foat, General Counsel, and Lisa Cherry, People Director. Theywere then
circulated to Tim Parker, Chairman of POL and a member of the émuneration
Committee, Tom Cooper, Shareholder Representative and member ofthe
Remuneration Committee and Lisa Harrington, member of the Remuaration
Committee. The copy that I have produced as an exhibit contairthe final limited
amendments/comment which were received from Tom Cooper.
178. I am not aware of any other whistleblowing disclosure relaing to the Inquiry
issues.
179. I have been asked: “Please set out your reflections as to the adequacy and
effectiveness of POL’s whistleblowing policies and procedures that were
in place at the time that you left POL.”
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180. My observations in relation to the adequacy and effectiveness of POL’s
Whistleblowing Policy are limited.
181. My recollection is that the Whistleblowing Policy was reéwed and approved
by the ARC each year and I presume (although with the passage 6time cannot
now remember) that the policy will have been published on the intranet for all
POL staff.
182. I recall that there was a mandatory series of training foremployees each year
and that during my time at POL a module on whistleblowing wasritroduced.
183. In the time available I have sought to identify and reviewthe Whistleblowing
Policy that was in force at the point that I left POL in March2022. Having
reviewed Version 6 from March 2021 POL00413444) I make the following
comments. The policy included the option for a whistleblower @ raise their
case via an independent helpline as well as via the Whistleblowng Officer/s.
An independent NED had been appointed as the Whistleblowing chmpion to
help encourage a “speak up” culture at POL. Whistleblowing intents and
trends were reported to the Risk and Audit Committee. The potly could be
used by SPMs to report incidents as well as employees. POL alsohad a
grievance procedure for individual employee complaints or concens.
184. I believe that the Whistleblowing Policy was adequate andthe arrangements
were what would have been expected. I think it was as effectiveas any policy
in general use. This is not to say that it was effective in ensiring that any
disclosure which could have been made was actually made. I do ot think any
policy or approach can be certain to do that.
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185. I have been asked: “To what extent do you consider you understand
issues of legal professional privilege and the extent to which such
information may be shared with the Board of a company? Do you
consider the provision of legal information to the Board (and the relevant
mechanisms) to be sufficient? Please set out any concerns that you may
have in this respect.”
186. I have assumed that this question refers to legal advice vhich is given to POL
as a client. My understanding of legal professional privileges that it allows
advice and communications between a lawyer and their client to remain
protected so that it is not normally disclosable even in Court believe that in
order to preserve privilege confidentiality must also be presered so that any
dissemination needs to be restricted to those who have a duty d keep it
confidential.
187. I am not a lawyer and would not profess to have expertiseon this subject. I
would defer to a lawyer if the entitlement was in doubt. From acompany
secretarial perspective, I would expect the Board of a companyto be entitled
to see any of the company’s privileged information which had Bard level
significance, unless the Board collectively decided that it was not in the
Company's interest for the advice to be shared with all directos. This might
for example, be due to confidentiality concerns or as a resultof a conflict of
interest for a particular Board member. If the Executive of a ompany had
obtained any legal advice and had assessed that such advice wasof Board
level significance, I would expect the Board to be made aware 6it, at least in
summary, if not provided in full. I was not, and would not haveexpected to be,
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asked for my opinion on whether or not a particular document cald or could
not be shared because of legal privilege.
188. In relation to whether I consider the provision of legalmformation to the Board
(and the relevant mechanisms) to be sufficient or whether I hae any concerns
in this respect, I had no point of comparison from any of my previous
experience against which to evaluate what was provided to the Bard at POL.
I left POL in March 2022 and cannot therefore comment on what Ite current
position with POL is and how it is operating.
DEPARTURE FROM THE POL BOARD
189. I have been asked: “Please confirm when you left POL.”
190. I can confirm that I left POL on or around 2#' March 2022.
191. I have been asked: “Please set out in detail the reasons for your departure
from POL, including the relevant background, chronology and actions of
any individuals involved.”
192. I left POL in March 2022 to become the Corporation Secretay at Ofcom. I had
been approached about the role by the search firm Audeliss in @tober 2021.
Interviews took place in November and December 2021 and I was ffered and
accepted the role in mid-December 2021. I had a three-month ntice period at
POL and I handed in my notice on 20" December 2021 and left POL on 2
March 2022.
193. The reason for my departure was to advance my career andlte timing was not
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as a result of any actions by individuals.
KEY EVENTS
194. I have been asked: Please consider the Times article dated 19 February
2024 (RLIT0000201). Please set out in detail your understanding of the
matters raised in this article, including the relevant background,
chronology and actions of any individuals involved. Please set out your
reflections on the quoted statement of Mr Jacobs that he and Mr Ismail
were “ignored and seen [...] as an annoyance” by other members of the
POL Board.”
195. Saf Ismail and Bliot Jacobs had been Board NEDs for nearly 10 months when
I left POL in March 2022. In my experience they were full partiipants in Board
discussions and it appeared to me that they were listened to an that their
views were valued.
196. I do not know whether the quotes from the article reflecta particular point in
time around Henry Staunton’s departure or were more deep-rootedthan that.
I think that having SPMs on the POL Board is vital but being tle first SPMs to
join the Board and at an exceptionally difficult time cannot hae been easy and
I did worry what it would be like for the individuals appointed! have identified
an email from me to the Chairman from 2® January 2021 (POL00448777) and
email from me to Zarin Patel of 10" March 2021 (POL00413315) which
summarise my thoughts and concerns from around the time regarding
expectations on the new SPM NED roles.
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197. Most of the POL NEDs were very experienced Board directors but I believe
they typically found their POL role more challenging than theirother non-
executive roles. Most had a portfolio of non-executive roles rather than
executive roles while Saf and Elliot were running a number of post offices and
retail businesses.
198. The Board had met 52 times in 2020/21 and a high volume ofmeetings looked
set to continue. There was no reason to assume that the SPMsgining the
Board would have previous non-executive experience, although Hiot Jacobs
had.
199. The final part of the selection process was for SPMs to vde for the shortlisted
SPM NEDs. I understood the reason for that decision, given thelow level of
trust in POL. However, I think that as a result it added an eira layer of
responsibility for Saf and Elliot who were going to be representing SPMs and
bringing SPM views to the table as well as their own retail exerience, while
also having to comply with their directors’ duties to the compay.
200. From conversations that I had with Saf and Bliot in connection with their role
at POL, I know that they found the early months of their appoitment very
intensive starting with a wide-ranging induction programme.
201. Zarin Patel and Carla Stent, who were existing POL NEDswere paired with
Saf and Elliot when they joined the Board to provide them with a peer with
whom to raise questions which I hoped would support their firsperiod at POL.
202. By the time I left POL in March 2022 Saf and Hiot seemed to be fully involved
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in Board discussions, from my observation of those meetings. I actually
wondered whether my original concerns about how difficult I hadthought it
would be for them to join the POL Board at such a troubled timefor the
organisation might have been overstated.
203. I have been asked: “Please set out in detail your understanding of the
circumstances which led to the dismissal of Henry Staunton on 27
January 2024, including the relevant background, chronology and
actions of any individuals involved.”
204. I left I left POL in March 2022, which was before Henry Siunton was appointed
as Chair and I do not have any knowledge of the circumstances nvolving his
dismissal other than those in the public domain.
205. I have been asked: ‘Please set out in detail your understanding of the
circumstances which led to the resignation of Alisdair Cameron on 25
June 2024, including the relevant background, chronology and actions of
any individuals involved.”
206. I left I left POL in March 2022, which is before Alisdair Cameron’s resignation.
207. Alisdair Cameron, the CFO, had stayed at POL and on the Bard after his
period as interim CEO between April 2019 and September 2019, haing not
secured the permanent role. My understanding from discussions at
Nominations Committee and Remuneration Committee meetings aroud that
time was that the Board wanted there to be a new person at thehelm of the
organisation given the extent of organisational and cultural cange needed.
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From recollection, the Chairman (possibly at a Nominations Committee
meeting) fed back that the interview panel for the CEO role fdlthat Nick Read
had provided a compelling vision of how that might be achieved. The Board
was also keen to have some stability and Tim Parker, the Chairman, thought it
would be helpful for Alisdair Cameron to stay and support the CEO in his new
role. From recollection he agreed to do so for at least six months.
208. This appeared to work well for a while, but at some poin{and with the passage
of time I cannot now recall exactly when) I think the relationkip between the
two became more strained.
209. I was aware from my attendance at the Remuneration Committe meeting on
19" November 2020, as detailed in the draft minutes of that meeting
(POL00448727) and from subsequent discussions that there had been
attempts to agree Alisdair’s departure from POL. By the time lleft POL in
March 2022, it was my understanding that attempts at reaching a agreed exit
had stalled. I believe any agreement would also have needed tobe approved
by the Shareholder.
GENERAL
210. I have been asked: ‘Please set out any other comments, reflections or
concerns (if any) you may have about your experience at POL.”
211. I have reflected on the governance structure within POL aml think that the
complicated structure of POL, having to operate as both a privée company
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and a public corporation has an added layer of complexity by haing the
Shareholder representative on the Board, not from the Shareholer, but from
a separate entity with advisory functions to the Shareholder. I think this has
the potential for a disconnect between the two and also the ri& for potential
confusion.
212. I have reflected on the litigation approach which was origally pursued by POL,
and then how that changed in or around the middle of 2019 follwing the
handing down of the ClJ, refusal of leave to appeal that judgmat and in
anticipation of the HlJ being handed down in December 2019. I think some of
the difficulties experienced by POL would have been experiencedy any Board
/ Committee whose membership is changing but which is requiredo deal with
a developing, unusual and very complex series of related issuesver a period
of many years. In my opinion, such a set of circumstances make it particularly
important to ensure that the background, timeline of decisions,information
pertinent to those decisions and the context of the matter is 4 the forefront of
the minds of decision makers, who might be being asked to makedecisions
months or even years after the issue first arose.
213. Organisational memory depends on more than documentary reords and in
particular the light that individuals can throw on past decisias. This adds to
the challenge of taking decisions in the present which relate @ events in the
past.
214. Once a Board / Committee has started down a particular pat, and a significant
issue has gained momentum, it can be very difficult to revisit historical
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decisions and fundamentally change direction. But for me, thatmeans you
have to be prepared to keep testing that the proposition on which your
approach is resting is sound, and that you can understand why thers disagree.
215. In relation to the handling of the GLO, and while not a menber of the Board
and thereby not a decision maker, I have reflected more generdly, and think
that the focus from the point that I joined POL in February 208 until April/ May
2019 was too much on the technical legal strengths or otherwiseof POL’s
defence of the GLO and was not viewed sufficiently through thehuman lens of
individuals and their experience. In my opinion, the subsequenteview of cases
referred by the CCRC to the Court of Appeal showed not only how individuals
had suffered but the pattern across cases of Horizon errors, dsclosure failures,
poor and oppressive investigatory practices and underhand tactics to
pressurise people into pleading guilty to false accounting. Wile not making
any assumptions as to what the Board may or may not have done,with the
benefit of hindsight, perhaps reviewing some of the individuakases earlier
might have highlighted to the Board issues like SPMs being toldhat they were
the only ones experiencing problems with Horizon. Such informéion being
drawn out at an earlier stage may have enabled the Board to rase questions
about the approach POL had taken to both support for SPMs and the
prosecutions.
216. I think that what occurred at POL raises more general conlerations about
when members of a Board are being asked to make decisions on méers when
they are reliant upon expert advice, such as legal advice. Frm what I
observed at the time, there was considerable reluctance to notaccept the
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advice being provided from the lawyers, or to go against any sth advice. I
think this is an extremely difficult issue for any director asthey are the ones
responsible for taking the ultimate decision. However, it raies questions of
what to do when directors are perhaps not comfortable with theexpert advice
they receive, what they do in that situation and when they cou deviate from
that advice. The specific example I am thinking of for the Boad of POL was
when they received advice to seek the recusal of the managing idge in the
GLO. They expressed concern about this approach and a secondégal opinion
was obtained which confirmed the first opinion.
217. In reflecting on the questions which the Inquiry has askedin my Rule 9
Request, I have wondered if any of them have been based on theconcerns
and questions which have been publicly raised by the Inquiry ad others
regarding the Transformation Incentive Scheme 2021/22. I haveherefore set
out some of my reflections in relation to this scheme and how ltey are
connected to criticisms of the governance support which was proided to the
Remuneration Committee, of which I am aware.
218. In brief summary, a decision was taken by the RemuneratiorCommittee not to
launch an STIP scheme for the 2020/21 financial year or an LTIPscheme for
2020 — 2023. By exception, a Transformation Incentive Scheme (TIS”) was
launched with the Remuneration Committee agreeing to this in finciple in,
from recollection, December 2020. The TIS was to cover the pend April 2020
to January 2022. A metric included within the TIS was All required evidence
and information supplied on time, with confirmation from Sir Wyn Williams and
team that Post Office’s performance supported and enabled the Inquiry to finish
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in line with expectations’ In the 2021/ 22 Annual Report and Accounts
published on 18 March 2023 this metric was reported to have been “achieved”.
219. I am aware from information which has subsequently been pt in the public
domain that POL has apologised for this error and the implicatin that Sir Wyn
Williams and his team had in any way been aware of the metric or commerdd
on whether or not it had been achieved RLIT0000332). I am aware that the
CEO, Nick Read, and others have repaid the parts of their bonuginked to this
metric.
220. I am also aware from information which has subsequently ben put in the public
domain that a report was produced by Amanda Burton, (who was apointed as
a NED at POL on 27" April 2023 and subsequently became Chair of the
Remuneration Committee), on whether the Remuneration Committee policy
for rewarding senior executives and its implementation was in line with
corporate governance best practice.
221. Subsequently, from information in the public domain, I unérstand that on 10"
May 2023, the Minister for Postal Affairs informed the House oCommons that
the DBT had commissioned an independent review of the governane of Post
Office’s remuneration practices in relation to POL’s senior executives
(RLIT0000336). The report entitled “Review Of The Governance Relevant To
Post Office Limited’s Senior Executive Remuneration” was produced by
Simmons & Simmons LLP and published on 16 August 2023 (“the Simmons
& Simmons Report”) (RLIT0000337). Before setting out its findings and
making ten recommendations paragraph 1.11 of the report notes hat “...it is
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important to note that the Inquiry moved onto a statutory footing on 1 June
2021 and was, from that point, anticipated to finish in the Autumn of 2022.
Neither RemCo nor POL Human Resources appear to have recognised the
significance of this change and particularly the consequence that the
performance that the Inquiry Support Target incentivised would now be
compelled by law.”
222. Among a number of findings within the Simmons & Simmons R@ort, is the
comment “that because of the poor standard of RemCo minutes it is not clear
precisely what decision the RemCo took at the relevant RemCo meetings held
on 25 January 2022 on 22 February 2022", and that as a result this made it
difficult to know what discussions had taken place, what decisins had been
taken and the basis for some decisions. I was not approached a part of this
review and did not therefore provide evidence to it.
223. The Simmons & Simmons Report categorises this as a “governance
weakness’ and a “risk for POL”. The report states at para 1.16 ‘The fact that
RemCo’s decision-making was not better recorded is a clear governance
failing, including on the part of the RemCo members who should have identified
that the minutes were deficient.”.
224. Included in the Recommendations, the Simmons & Simmons Reprt concluded
“The quality of the minutes of RemCo meetings should be improved to ensure
that minutes of meetings accurately reflect the discussions and decisions to
facilitate proper recording of decision-making. We also recommend that
processes for signing-off minutes are improved to ensure the RemCo members
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have the opportunity to ensure that minutes accurately reflect the discussion
that has taken place.”
225. I attended and minuted the Remuneration Committee meetingheld on 25"
January 2022. At that meeting the Committee received an update on
performance against the metrics of the TIS but, having reviewecthe minutes
of this meeting I do not think the Committee was being asked totake any
decisions and therefore, the minutes could not have recorded ay decisions on
this occasion. I have noted in the Simmons & Simmons Report thait says “The
minutes of this meeting record a discussion about how achievement of the
Inquiry Support Target would be evidenced.”
226. Having reviewed my emails and some Committee papers fromHat period for
the purposes of this statement, I have identified that I circulated by email a set
of draft minutes of that meeting on f February 2022, to Angela Williams, the
Interim People Director, to which she responded on 4" February 2022
(POL00448779) & (POL00448780). That I subsequently sent a revised set of
draft minutes to Lisa Harrington, the Chair of the Remuneration Committee on
4'" February 2022 for review POL00448781) & (POL00448782). That I then
sent the draft minutes to the whole Remuneration Committee on 7 February
2022, seeking any comments POL00448783) & (POL00448784) and that the
minutes were approved by the Committee at its next meeting on 2" February
2022.
227. I did not attend the Remuneration Committee meeting held a 22"¢ February
2022, at which decisions were taken about whether and to what e xtent the TIS
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metrics had been met. This meeting was minuted by a member of mg team as
I was on annual leave. I stood down as Company Secretary shoily after this
on 9" March 2022, and I do not know whether there were any additionsor
amendments made to the draft minutes of that meeting before the were
approved because I had left POL by that point.
228. I have noted in the Simmons & Simmons Report that it says‘The minutes of
this meeting do not recall any discussion in relation to the Inquiry Support
Target.”
229. I regret that the minutes of the meeting held on 28’ January 2022 were not
viewed as fit for purpose and that the minutes of the meeting bld on 224
February 2022 did not include the detail required to evidence tte decisions
reached.
230. From recollection there were particular challenges associated with
remuneration decisions where Shareholder approval was required. This was
because it could be a protracted process with correspondence between
meetings as well as discussions at Remuneration Committee meetigs. During
my four years at POL there were five People Directors which inmy experience
meant there was a lack of continuity. On occasion decisions of the
Remuneration Committee were sought and obtained outside of medtgs,
without the Secretariat Team being involved or even aware. An «ample of this
is in my email of 25" June 2021 RE: Remuneration Committee # July 2021
(POL00448778). I am not suggesting that this was deliberate, more indicati ve
of the lack of continuity and thereby understanding of the reqited governance
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processes which needed to be followed. This did make keeping tack of
decisions and the rationale for such decisions, more of a chaénge.
231. On minutes more generally, when I first joined POL in Febuary 2018, the
“house style” for the Post Office Board was concise, focussingon recording
formal matters such as attendees, date, time, location, noting of reports
received, the principal points raised informing a particular conclusion or
decision, the decisions, next steps and action points. I thinKhis style will have
evolved over time.
232. I do not recall any occasion on which I was asked specifially to minute or not
to minute any matter but I recall Jane MacLeod’s (General Couns! and
Company Secretary) preference was for minutes to be concise andocussed
on reports received and any decisions taken, rather than a moreexpansive
record of the discussion with extraneous details.
233. I moved to a fuller style of minutes in general, when I beame Company
Secretary in July 2019, but did not seek to make a verbatim reord, which
would not in my opinion be a normal approach to minuting, and ot one
advocated by The Chartered Governance Institute, the professioal body for
governance (ICSA Guidance on Minute-Taking (RLIT0000338)). In my
previous experience, noting who had made particular points at aneeting had
been unusual unless a contributor had specifically asked for apoint to be
recorded and ascribed to them and the Chair had agreed to this. However, I
was aware that in some sectors, such as financial services, itis more usual to
note which director has raised which point to be able to evideae contributions
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and challenge.
234. I cannot recollect exactly when, but I did move to this aproach of greater
attribution of points when minuting, having, I believe, raised this issue with the
Chairman, Tim Parker. From recollection, the reason I did thiswas that the
need to evidence contributions and challenge seemed to me moreimportant
following what had happened with the GLO. I believe the Chairnran was
comfortable with this change of approach.
235. The only other point I wanted to make was in relation to ®M non-executive
appointments. At the moment there are two SPM non-executives a the Board.
There has been research about women on boards which identified the
importance of a “critical mass". This research suggests critical mass was seen
as 30% or greater membership of a board when it “..enhances the likelihood
that women’s voices and ideas are heard and that boardroom dynamics
change substantially.” It could be that it is worth considering the “critical
mass” argument when making future SPM appointments to the POL Bard,
given the issues raised in The Times article published on 19 February 2024
(RLIT0000201).
236. I have been asked: “Please set out any other matters that you consider the
Chair of the Inquiry should be aware of”
237. I do not have any additional matters to bring to the attetion of the Chair of the
1 Critical Mass on Corporate Boards: Why Three or More Women Enhance Governance. Vicki W.
Kramer V. Kramer & Associates. Alison M Konrad. Richard lvey School of Business, University of
Western Ontario. Sumru Erkut. Wellesley Centers for Women. 2006 (RLIT0000339).
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Inquiry.
Statement of Truth
I believe the content of this statement to be true.
Dated: 04 September 2024
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Index to First Witn: ment of VERONICA JANE BRANTON
No. I URN Document Control Number
Description
1. JPOL00155484
Emails of 6 & 7 February
2020 RE: Group
Executive and Board
agendas February and
March 2020
POL-BSFF-0014581
2. IPOL00103616
Email of 25 July 2019
RE: All papers now
published
POL-0103199
3. I POLO0363150
POL Annual Report &
(Consolidated Financial
Statements 2019/20
PPOL-BSFF-0191153
4. [POL00363149
POL Annual Report &
(Consolidated Financial
Statements 2020/21
IPPOL-BSFF-0191152
5. IRLITO000331
POL Annual Report &
Consolidated Financial
Statements 2021/22
RLITO000331
6. I POL00448723
POL “Review of the
effectiveness of the
Board and Committees”,
produced by
Independent Audit
Limited in March 2021
IPOL-BSFF-WITN-
(015-0009178
7. I RLITO000334
Post Office Limited:
Shareholder relationship
ramework document,
published March 2020
IRLIT0000334
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8. [POL00448724 Induction Programme forPOL-BSFF-WITN-
Saf Ismail (015-0010040
9. [POL00448765 INED Briefing Note, May IPOL-BSFF-WITN-
2021 (015-0009992 (pp. 1-
7)
10.I POL00448766 Induction pack IPOL-BSFF-WITN-
(015-0007142
11IPOL00448720 Bundle of governance IPOL-BSFF-WITN-
materials for UKGI, (015-0006072
March 2020
12.POL00448719 Annual governance POL-BSFF-
report to the Board from I WITNESS-015-
January 2020 0006067
13.POL00448768 POL Audit, Risk & POL-BSFF-WITN-
(Compliance Committee I 017-0045729
ITerms of Reference
ToR) Evaluation
2021/22
14 RLITO0000335 (Code of Conduct for RLIT0000335
Board members of publid
bodies
15] POL00448721 Board and Committee ) POL-BSFF-WITN-
Evaluations 2019/20 015-0006251
tom April 2020
16IPOL00448725 Board report on the POL-BSFF-WITN-
Recommendations from I 015-0010764
he externally facilitated
Independent Audit Board
Review 2020/21, dated
27 July 2021
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17IPOL00448726
Board report on the
Recommendations from
he externally facilitated
Independent Audit Board
Review 2020/21, dated
28 September 2021
POL-BSFF-WITN-
015-0011566
18/RLIT0000201
[Times Article, 19
February 2024
‘Postmasters on Post
(Office board ‘ignored
and unwanted’
RLIT0000201
19.IPOL00413444
histleblowing Policy
‘ersion v6 March 2021
POL-0193906
20IPOL00448727
Draft minutes of
Remuneration
Committee meeting of
(19 November 2020
POL-BSFF-WITN-
017-0031850
2
IPOL00448767
[Email of 28 December
2020 RE: Draft RemCo
minutes 19 November
2020
POL-BSFF-WITN-
017-0031849
22. IPOL00448777
Email of 28 January
2021 Re: NEDs
appointments as Ken
and Carla step
down/considerations
ith new Postmaster
INEDs
IPOL-BSFF-WITN-
(017-0033382
23IPOL00413315
[Email of 10 March 2021
RE: Final six candidates
or the Postmaster NED
roles
IPOL-BSFF-0233690
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24;
IRLIT0000332
(Clarification to Post
(Office Limited Annual
Report and Accounts
2021-22 and apology to
Sir Wyn Williams
IRLIT0000332
25)
IRLIT0000336
GOV.UK — Independent
Report - Review Of The
Governance Relevant Tq
Post Office Limited's
Senior Executive
Remuneration
IRLIT0000336
26)
IRLIT0000337
Review Of The
(Governance Relevant Tq
Post Office Limited’s
Senior Executive
Remuneration
IRLIT0000337
27]
IPOL00448779
Emails of 1 & 4 February
2022 RE: Draft RemCo
minutes 25" January
2022
IPOL-BSFF-WITN-
(017-0046953
28I
IPOL00448780
[Draft RemCo minutes
25" January 2022
‘attachment to email of
4" February 2022)
IPOL-BSFF-WITN-
(017-0046954
29]
IPOL00448781
Email of 4 February
2022 Draft
Remuneration
(Committee minutes 25"
January 2022
IPOL-BSFF-WITN-
(017-0046957
30
IPOL00448782
Draft RemCo minutes
25" January 2022
amended) (attachment
io email of 4"" February
IPOL-BSFF-WITN-
(017-0046958
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2022)
3
IPOL00448783
Email of 7 February
2022 Draft minutes
Remuneration
Committee meeting 25"
January 2022
IPOL-BSFF-WITN-
(017-0046984
32]
IPOL00448784
[Draft RemCo minutes
25' January 2022
amended) (attachment
io. email of 7" February
2022)
IPOL-BSFF-WITN-
(017-0046985
33
IPOL00448778
Email of 25 June 2021,
IRE: Remuneration
(Committee 1 July 2021
IPOL-BSFF-WITN-
(017-0039136
34
IRLITO000338
CSA Guidance Note —
(Minute-taking
IRLITO000338
35]
IRLIT0000339
Critical Mass on
(Corporate Boards: Why
hree or more women
enhance governance
IRLIT0000339
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