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Strictly Private & Confidential
The notes of the interview are not verbatim. These notes are provided for
se during the investigation and are provided to you for no other purpose. You
‘must not share these with anyone other than a legal advisor (if appropriate}
NOTE OF INTERVIEW — BEN FOAT
DATE: 7 February 2024
Start Time: 9.00am
End Time: 9.56am
Investigator: Marianne Tutin, Devereux Chambers (MT)
Note Taker: Aparajita Arya, Devereux Chambers (AA)
Interviewee: Ben Foat, Group General Counsel (BF)
[Introduction]
MT At our last meeting, we touched briefly upon the last allegation in respect of the
alleged bonus multiplier error. Jane alleged there was an error that resulted in an
overpayment to Nick in 2022, which was not declared to RemCo. She also alleged
the same error took place in respect of payments to you and Angela. However, what
I wanted to ask you has since been clarified elsewhere, so I don’t have any further
questions for you at this stage.
BF It is subject to whatever RemCo or Ben Tidswell have said. What I can tell you is that
Jane is absolutely wrong. For the 2022 bonus, I have an email where the 5 metrics
added up to 100%. When anyone gets a 4 or 5 rating, it is applied across the whole
100%. It isn’t that you only get it for a certain metric. That has never been the case in
Post Office or Zurich. I would have expected people to inform me that that was the
case. I am not aware of what RemCo has done, but the apportionment issue is a load
of rubbish from my perspective.
MT For the financial year 2021/22, a different approach was in place. It was a
transitional year, moving towards to a new system. Since 2021/22, the metrics for
GE members are based on company performance alone and then a multiplier may
be applied based upon personal performance.
BF And they always were. If it relates to 21/22 then the Amanda Burton Report and
Simmons & Simmons reports are relevant. I have never gotten anything less than a 4
rating, at both employers. I have always exceeded expectations in the last 14 years of
my career. All I can tell you is about the information that is given to me. That
information I have to apply down to my teams. It is that the corporate measures
should all add up to 100%. The 4 rating is the multiplier. I think it was 1.1 in that year
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Strictly Private & Confidential
The notes of the interview are not verbatim. These notes are provided for
use during the investigation and are provided to you for no other purpose. You
‘must not share these with anyone other than a legal advisor (if appropriate).
based on the 100% metric. With respect to the person making these allegations, I think
they are quite spurious.
From what I have seen with respect to the financial year 2021/22, there was a 20%
weighting for personal metrics and an 80% weighting for corporate metrics. The
multiplier based on personal performance was then applied to the 100%. But there
was a discussion around whether the multiplier reflecting personal performance
should apply just to the 20% or to the 100%.
If it is to do with the 21/22 financial year then the Amanda Burton Report and Simmon
& Simmons Report is highly relevant but what I can say is that that would be
completely inconsistent with industry practice. The fact that you get a 4 rating,
logically it doesn’t make sense. The whole point of being differentiated has to be on
the corporate metrics. This year, that is subject to the Amanda Burton report and all
of that. That is the only year in which they did the transitional arrangement. That
report has more evidence than what I can give on the issue. Even if RemCo decided
you can only have a multiplier in relation to the 20%, I would say, ‘can someone please
show me where you communicated that to me?’
Thank you, I have enough information in relation to the allegations regarding the
approach to your bonus and Angela Williams’ bonus. As for the allegation in respect
of Nick, I would like to know more around governance. In respect of POL’s
relationship with government, from what I understand, there are the Articles of
Association, the Framework Document and the Managing Public Money guide. Have
I missed anything critical?
No. There is an entrustment letter but it is not relevant to what you are looking at.
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Strictly Private & Confidential
The notes of the interview are not verbatim. These notes are provided for
use during the investigation and are provided to you for no other purpose. You
‘must not share these with anyone other than a legal advisor (if appropriate).
That’s helpful. Can we go back to the notes of our last meeting and look at the
matters you said you would take away to consider?
Yes.
The first point was regarding whether there were any emails from Jane suggesting
to you there should be any EDI training for NEDs?
Yes. I say that I can’t find any email where she mentioned EDI training for NEDs. There
are however EDI emails. It was actually sent with Laurence in my team, advising her of
a number of successors. I couldn’t find anything about her wanting to do EDI training
for all the NEDs.
When was the correspondence with Laurence?
I can’t remember but I think it was January.
That is about the time she said she had this discussion. Would you be able to forward
me the correspondence?
Yes.
Jane said that Nick sent both of you an email from Roshana Arasatnam about a
mentoring opportunity. Were you able to find it?
Yes. But it wasn’t actually from Roshana. It was a programme for ALBs to nominate
someone for a lead reviewer opportunity.
What is ALB?
It’s the acronym that’s given when they are separate from government. I can’t recall-
Arm’s length bodies?
Yes. What I did find was an email from the BEIS Partnership team asking for
nominations around the Lead Reviewer role. Nick forwarded the email to me and Jane,
saying ‘both, do you want to give this some thought. We may choose not to send
anyone, but conversely it might be an interesting opportunity for one of our
colleagues’. Jane replied copying everyone ‘Ben, I am unsure if you or I should take
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Strictly Private & Confidential
The notes ofthe interview are not verbatim. These notes are provided for
use during the investigation and are provided to you for no other purpose. You
must not share these with anyone other than a legal advisor (if appropriate).
the lead on the nominating process. It seems like a people development opportunity,
but let me know’. I replied ‘happy for you to take a lead and support where you think
appropriate’. What's not part of that is that I had previously written to Jane and Nick
about leadership behaviours. We don’t have a leadership framework. Every other
company I have worked at have those frameworks. This is why Nick had written to us.
I think the lead reviewer role was more in my area in terms of subject matter expertise,
but I think Jane is right that it is a people issue. If Nick has done something wrong, I
would say he has done something wrong. In this case, I think he thought this is a
people process as well and so he said ‘both of you can you deal with it’. I will send you
the correspondence. You can see the tone and the language, you can see there is no
sense of me marking her homework. She did get Nick’s consent to instruct external
legal panel without my awareness. I said to her ‘you can do that if I am conflicted’.
There will be times where I can’t be involved. There is a reason why our legal policy
said that you have got to have an internal lawyer or me aware of the instruction. I
can’t be accountable for overseeing legal risk management or budget if people can
just instruct law firms directly. I spoke to Ben Tidswell about this. From an
accountability perspective, I felt quite vulnerable. That is an illustration where I think
Nick made a wrong decision, but in her favour. It illustrates him giving her room to
operate which you wouldn’t be able to do at Zurich.
Would you be able to send the correspondence that you reference and the earlier
email regarding the leadership behaviours?
Yes.
I had asked if you were able to clarify why it was that Nick originally had oversight
of Project RoseOne and why there was the change to Ben Tidswell?
Nick only initially had conduct. One of Jane’s direct reports resigned citing conduct
issues. At that juncture, it was a conduct issue (and not a Speak Up issue). Following
that policy, Nick and I were involved. In a relatively short amount of time, we got
numerous Speak Up and conduct complaints (you can see JB’s correspondence about
that). At that juncture, JB, Sarah Gray, myself, and Pinsents were all agreed that this
needed an external investigator to look at these kinds of issues. The person’s seniority
in the business and the allegations was such that it warrants an investigation. All of
that was given to Ben Tidswell. When those issues got raised, it triggered the Speak
Up policy. That’s why it did not go straight to Ben Tidswell immediately.
I have also seen a couple of grievances raised by members of Al Cameron’s team in
2020 and more recently. They were investigated internally as part of a grievance
process. Was there a reason why the matters regarding Al were investigated
internally? Why not bring in external investigators?
I was not made aware at the relevant time of those investigations.
I appreciate the CFO might not be in the same position as the CPO in terms of having
potential oversight of investigations.
The CFO is a statutory role. Jane was in probation. I wasn’t aware of the investigations
that have been set up. I hope that going forward, that is now being addressed. There
are other GE members where there is conceptually a Speak Up issue that have been
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Strictly Private & Confidential
The notes ofthe interview are not verbatim. These notes are provided for
use during the investigation and are provided to you for no other purpose. You
must not share these with anyone other than a legal advisor (if appropriate).
referred to an external investigator. Apparently, Owen did an internal review for Al
Cameron. I did not find out right until the end.
This is a problem with HR working in a siloed approach. The industry
practice is that HR should work with Legal in terms of resolving these issues. Those
cases, I was not made aware of until right at the end of the process or after the process
had concluded. I can’t say much at that stage as it has already happened.
AMEN —
he Al Cameron issue is a different issue. It is quite
complex and there is an interplay with UKGI which does not exist in Jane’s case. I think
the point is, there are other examples where if there is a Speak Up against the GE
member, they have been externally investigated.
= S CME
Forgive me, there was one point I meant to ask earlier when discussing governance.
a
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are working very collaboratively and cooperatively with DBT in terms of that. I would
21 just refer to the words in those documents, when I am saying ‘my interpretation’. The
22 Framework Document is not legally binding — I am saying that because that’s what it
23 says in the document. I don’t want people to have the impression we don’t consider
24 it. We absolutely do. Nothing gets signed off without our shareholder. Even in our
25 view, things that don’t require shareholder sign off, we get sign off.
26 MT __ Thank you. There was one other point to check. Jane said she had a conversation
27 with you on 25 April, just before the POL conference, where she raised complaints
28 about being treated differently by Nick which she linked to her gender. Did you find
29 any emails or notes about that?
30 «BF I went through my emails. I couldn’t find any Teams Messages. On the emails, there is
31 a 19 April email and my response. She wrote to me on 27 April. She was upset about
32 the issue generally. But at that stage, there is no reference to gender. I am happy to
33 send what I found.
34. MT What was she upset about?
35. BF The investigation into her. She did not think these matters should be investigated and
36 that it should all be done internally. Her view was that she came in and was trying to
37 reform the organisation and her own team, and all the claims were fictitious. As
38 General Counsel, you just accept that at face value. In my role, I have to make sure
39 they are investigated appropriately. She was very annoyed with the fact that it would
40 be an external investigation. She wanted legal representation. We agreed to it. The
Al external investigator said he/she could be present, but couldn’t speak. She thought
42 the allegations were false and she did not think there should be an investigation on
43 the basis we were proceeding with.
44. MT Did she reference Nick in the correspondence?
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WITN11620104
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Strictly Private & Confidential
The notes ofthe interview are not verbatim. These notes are provided for
use during the investigation and are provided to you for no other purpose. You
must not share these with anyone other than a legal advisor (if appropriate).
No. I sent an email to the Chairman for awareness. But Nick was not driving the
investigation. Generally speaking, where this ended up going, it was not appropriate
for Nick to drive it. Can you imagine, with the public inquiry, if we don’t treat Speak
Up allegations thoroughly? That would just be the old Post Office. On a human level, I
understand it would be upsetting for her. You will see from my emails with her that I
was trying to be friendly and supportive while also doing my job and being impartial.
Please do forward me these emails to me. Can you do so by lunchtime please? I am
speaking to Nick tomorrow.
Yes. I will do so by lunchtime.
I want to circle back to my questions regarding Henry. I had asked you about
whether you had heard him use any old fashioned or insensitive language to
describe women or individuals from BAME backgrounds in particular. With the
benefit of time or the fact that he has now departed, do you have anything to add
to your original answer?
I would maintain the view that his behaviours were not appropriate. I would never act
in the manner in which he has conducted himself on several occasions. That said, I
couldn’t recall any specific misogynistic or racist language that he has used. One can
be very aggressive without employing discriminatory characteristics.
I have now seen the Project Pineapple email and the comments he makes about you.
You must have seen those emails at around the time we last spoke and I can only
imagine the pressure you were under. Can I check when you learned of that email?
It was after our meeting. I will send the emails to you. We met on Tuesday. It was on
Thursday that it got sent to me. Nick accidently sent it to a number of people. My
comments in our previous conversation were without my awareness of the Project
Pineapple. I think he wrote the document before I gave evidence but I did not become
aware of it until Thursday. I did not need to see the Project Pineapple email.
It’s come to my attention that Henry was trying to disrupt this investigation and stop
it from proceeding. Is that right?
Yes.
Did he put you under any particular pressure to stop the investigation?
Yes.
How did that pressure manifest?
He used different expressions. He said I was not a commercial enough GC. He said at
WH Smith this would have been dealt with and gone. He made varying commentary
around that. I am aware he put pressure on Amanda Burton. She came to Lorna and I
one evening and said she had a conversation with Henry, who was quite upset.
When were these conversations with you?
From the get-go.
Did they increase at all in January?
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WITN11620104
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Strictly Private & Confidential
The notes ofthe interview are not verbatim. These notes are provided for
use during the investigation and are provided to you for no other purpose. You
must not share these with anyone other than a legal advisor (if appropriate).
Yes. He was abusive on the phone. There was a call in December where he was so
offensive. My technique is to just let the person talk. At a certain point, I said to him it
was not appropriate to speak to me in that manner. He hung up on me. I sent an email
to Nick and Karen.
When was the conversation between Henry and Amanda Burton?
I can’t recall but it would have been towards the end of last year.
Do you think Henry didn’t want the investigation to proceed because he didn’t want
me to making findings against him?
I don’t know. I was shocked that any Chairman of a public organisation would consider
his approach to be technically right, and by the manner in which he treated people. I
am the Chairman of a travel currency business myself and have never come across this
behaviour before.
In your view, do you think he was motivated by the desire for me not to make any
findings of fact, particularly about the Green Park meeting?
It is speculation. He would know what he said to her. Only he can really answer that. I
don’t know. It would be in his self-interest but I don’t want to speculate.
What was your understanding about why he didn’t want the investigation to
proceed?
It was multifaceted. He obviously had come from a place where it was appropriate to
deal with investigations and issues in the manner that he was describing. I would query
whether there was some self-interest in it but! don’t want to speculate. That is a
matter for him. He did put pressure on people to sweep it under the carpet. Multiple
people felt that.
Those multiple people were you, Karen, Amanda, and Lorna?
Yes.
It sounds like Nick became aware of Henry trying to prevent the investigation in
December 2022?
Nick has been aware of this throughout. When we first discussed the matter, early on
in the investigation, Ben Tidswell, Henry and I were on the call, the Chairman made
inappropriate questions about who spoke up; as in the Whistleblower. I think he was
trying to ascertain if it was Al Cameron. At the time, there was an issue between Jane
and Al Cameron.
Did you ever have any sense that Nick shared Henry’s approach to the investigation?
I think Nick knows that an investigation has to be done in such circumstances and has
commented that an investigation must be done. I think he knows that the right
decisions were taken. But of course, understandably, the falling-out of Jane suing the
company etc, takes time and resource out of the company. Nick understands the
importance of all being done. On a human level, we have to have empathy for people
subject to allegations. I think Nick’s view is that what we have done is the right process.
But it’s not pleasant for him. Nick has never said to me to get rid of this.
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[End]
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WITN11620104
Strictly Private & Confidential
The notes of the interview are not verbatim. These notes are provided for
se during the investigation and are provided to you for no other purpose. You
‘must not share these with anyone other than a legal advisor (if appropriate}
Finally, did you know if Nick ever took any steps to speak to Henry about his
behaviour and his approach to the investigation?
I don’t know.
That’s all I have to ask you. Thank you very much for your time this morning.
Thank you.
Signed (Interviewee)
Dated