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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).
NOTE OF INTERVIEW — HENRY STAUNTON
DATE: 22 January 2024
Start Time: 1:55pm.
End Time: 16:15pm.
Investigator: Marianne Tutin, Devereux Chambers (MT)
Note Taker: Aparajita Arya, Devereux Chambers (AA)
Interviewee: Henry Staunton, Chair (HS)
[Introduction]
MT I'm a barrister at Devereux specialising in employment law. I am instructed
by Pinsent Masons to carry out an investigation into concerns raised by
Jane by way of a Speak Up complaint. Ben Foat was the Commissioning
Executive, and now that he is a witness, he has stepped down, and Karen
McEwan is the new Commissioning Executive. AA is taking a note. The
process is that I will send you the notes of our discussion and be asked to
sign them if you agree and send them back to me. If you do not agree,
please make any suggested changes which I will review.
HS I might also make changes if I have forgotten anything.
MT That’s fine. Perhaps you could do that by way of comment please, so I can
differentiate between what you say now and what you may say later. If you
think there are emails or documents which will be useful for me to see,
please do provide them to me. Alternatively, I can ask the team for them if
you provide rough details.
HS I think I have a few.
MT In terms of the process, the report is going to Amanda and Lorna for their
consideration. I will make findings of fact and, if I deem it appropriate, any
recommendations in respect of whether there have been any breaches of
POL’s policies and procedures. I am still at the fact finding stage. It is a
matter for Amanda and Lorna as to what they want to do with the report.
This is a confidential process and I want you to keep this investigation,
meeting and the notes of our meeting confidential. However, I am happy
for you to discuss matters with your lawyer, Michael Burd.
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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).
At the end of last week, I spoke with three Non-Executive Directors. One of
them is Muslim, one is a Jew, and another is Black. I will tell you their
reactions to the fact that I have been accused of racism.
Ok, noted. Besides that, please keep this investigation confidential. So that
you know, I am instructed on open basis, but have received information in
the course of this investigation that may be subject to legal professional
privilege and without prejudice privilege. I understand Post Office wants to
maintain privilege.
Because I am not a lawyer I have no clue what you are talking about.
Legal professional privilege protects certain confidential information
between a lawyer and client from being disclosed.
’'m not sure what is privilege. How do I respond to this?
The process that I will be adopting is that I will try not to refer to any
privileged information in my report. I will have a separate annex where if
necessary I will refer to any privileged information in making any additional
findings of fact, and I understand POL will maintain privilege in respect of
that annex. I will provide a draft copy of the report to Pinsent Masons for
the purposes only of helping to assist me in identifying privileged
information.
I am not clear where that leaves us. But let us leave it there at the moment. I
will talk to my lawyer.
Ok. Do you have any questions for me?
No,
Let’s start with your non-exec background. I know your appointment as POL
Chair started in December 2022. How long will you be in this role?
Three years, I think. No one does more than three years.
I can see you are very experienced as a Chair and NED. How long have you
been undertaking non-exec roles?
I was partner at PWC, and then I joined Granada. We broke it up and I became
director of ITV. I did a dozen years as partner, some as ED, and retired in my
50s. For 15 years, I have been Chairman of Ashtead, Chairman of Phoenix,
Chairman of WH Smith, and a NED of loads of companies, including Capital
and Counties. This is the first time anyone has accused me of this.
Was Green Park involved in your recruitment?
No.
Was Saxton Bampfylde involved?
I can’t recall. I was retiring. I said it is time that I gave something. back. The
head-hunters approached me and said you are the sort of person we want.
Initially I said why would I do that. But they convinced me.
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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).
l understand that Tim Parker left as Chair in October 2022 and Ben Tidswell
acted as Interim Chair in October and November 2022?
POL asked me if I would do it from October itself. WH Smith was comfortable
with it. Capital and Counties was also comfortable. I would have chaired 3
companies at a time. Nick said he was worried about the union and that he
did not want me to have the overlap with WH Smith, so it took some time to
address that. I was working full time here but was not being paid for it.
I understand you: in around October and November
2022. Is that also why Ben acted as Interim Chair?
No. It was because Nick was nervous about the reaction. I said really, if you
honestly think that’s how we should play it, let’s do it.
What preparation did you do before taking up your appointment on 1
December 2022? Did your read any minutes of Board meetings or RemCo
meetings?
I was here for two months already and doing two other jobs. I was catching
up as much as possible, by looking at minutes, meeting people and talking
through problems. Can I make a suggestion?
Yes of course.
I would like to deal with the letter of 24 May first, then have a pause and you
can ask me any questions, and then I would like to deal with the first 4
allegations around Nick, and then pause for any questions, and then deal with
the allegations in point 5.
That’s fine, we can do that.
This letter of 24 May, there was an investigation running in parallel at this
time already. There were complaints against Jane, by her team against Jane
and Jane against her team. Then she made these 10 allegations about Nick
and she asked me for a steer. She did not ask me to activate anything and
asked me for an off the record chat. When you hear these things, you get
nervous. Her concerns related to operational issues around her boss. She did
not ask me to take it to the Board. At the time there was an ongoing
investigation about her. I was conscious of being called upon to be a decision-
maker in some way. In a few days of the letter, she left the building anyway.
With all of that background, I felt it was totally inappropriate to have an off
the record chat with her. I did recognise she was in a difficult position with her
internal team. This is not all about mistakes being made by Jane, which makes
it all the more tricky. Nick might feel that slightly less. But these 10 points
were all issues known to the board which we were grappling with anyway.
Then there is a letter from her solicitors.
l understand that was sent to Nick and Ben.
I think that they were all to do with her relationship with the team. This is not
Chairman stuff. It is HR stuff. Clearly it was a legal dispute. That was another
reason to tread carefully. For all that, I felt considerable sympathy for Jane. I
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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).
really wanted her to succeed. We have a terrible culture here at POL, that’s
why you are sitting there. Someone needed to succeed. She accuses me of
being a misogynist.
[HS refers to email exchange of 19 April 2023 which he provides.]
But she said here in an email of 19 April ‘thank you so much, I really
appreciate your support and advice’. I said ‘I do understand the background,
please keep Nick posted’. What was this in the context of? It begins to
indicate that if I were a misogynist, I wouldn’t have bent over backwards to
help her. And I would get witnesses to say that no one was more sympathetic
and tried to help Jane more than I did. I really wanted Jane to succeed.
Jane seemed to consider your working relationship was positive overall.
She often walked into my room saying ‘what do I do about the staff?’ I said ‘I
am a Chairman, I can’t do that. You have to sort this out with Nick’. I tried to
help her. No Chairman would have made this effort. You must get this
message across. I do believe I tried to ring her after that. She wrote on 24"
May. She passworded that note. It takes me a day and half to find it. I did try
to ring her. There was a message saying she was out of office.
[HS refers to email exchange of 27 May 2023 which he provides.]
My intention was not to get into nitty gritty management stuff. I was trying to
say ‘come back into the office. I am very sympathetic towards you’. I was
trying to get her to return.
1 see you sent her an email on 27 May, but is that not in respect of a
different issue?
It does show that I was trying to contact her. I wanted to say I don’t want to
get into any of this. But come back into the office.
Was that conversation by email or phone?
I don’t remember. I would have thought it would have been by phone. I don’t
want you to think I just ignored it. She got this letter in 3 days within which
she left. I will pause for any questions you have for those letters.
In terms of your conversation with Jane, when you received the original
letter of 24 May, can you recall precisely what you said to Jane about it?
I don’t think I spoke to her. I got this letter, which was password protected,
and it took us to the end of the week to open it.
Did you speak to her to obtain the password?
No, she texted it to me. I just wanted to get her to the office, just to say it was
not past the point of no return.
When did you have that conversation?
I didn’t. I would have said to her to come back in and have a chat with Nick.
Did you ever have a conversation with Jane about her letter?
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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).
No. I don’t think I would have. One letter was HR stuff and the second was
about issues which would get into legal. My job is to see if we can mend the
relationship.
Jane told me that she thinks you did have a conversation about the letter.
I can’t remember.
She said it was by telephone and she called to give you the password.
There is an email that she sends me the password with. My lawyer found it
actually. Can you give me a list of things I need to find?
Yes I will highlight the points in the notes. She says there was a discussion
by telephone about the contents of the letter. She said you asked her what
the letter was about. She said it was a complaint about Nick. She says your
reaction was ‘you need to look after Nick’.
My job is not to look after Nick. It is being Chairman. You can see, I was very
supportive of her, more than anyone else. It would be confirmed by all the
executives.
She also said you would have gone away to consider and later initiate a
conversation about the contents of the letter.
I thought one was HR and the second one all of these things we knew about,
and I wanted to get her into the office.
If you look at the fourth paragraph of the letter, she says she is “concerned
that having made disclosures to Nick, I am now being treated less
favourably, not least by the way in which the investigation against me is
being carried out”. When you read the letter, did you understand that Jane
perceived herself to be a whistleblower, or did you perceive her to be one?
Because I am not a lawyer, I would look at it in businessman terms. I am
beginning to repeat myself but I felt the issues she raised were not
whistleblowing, but it is telling us that leadership is not good, the culture is all
wrong, and I know the culture is not good. That’s why I am trying to change
our governance, including our investigations culture. We investigate
absolutely everything, which is why you are sat there. This has nothing to do
with whistleblowing, which is what I often say.
So you didn’t understand the letter to be a matter that might be raised
under the Speak Up policy, for example?
Her complaint is about the business and there is no other information. If she
had said that Nick is taking bribes or that his expenses are too high, that is
Speak Up. I didn’t see those as Speak Up issues.
Did you have any discussions with other members of the Board about the
letter?
I went to see Nick about it and chatted to him. I knew we were heading into
legal. I did not see this as anything new. We were discussing these things and
talking about it every morning.
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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).
l understand Jane sent a further letter to the Board at the end of July. It was
provided to Amanda Burton on 28 July. I will share it on my screen to see if
you are familiar with it.
I didn’t speak to her. But I tried to ring her and got that message. I am positive
we did not speak.
Amanda appears to have forwarded the letter to you and Ben Tidswell.
[MT shows the letter to HS on screen.]
Amanda is acting here as Speak Up champion, presumably?
Quite possibly. It is an early draft of the complaint that I am now
investigating.
If she has copied me, I would have received it. I think Jane’s letter is very fair
and it must have been a terribly upsetting experience for her, to the extent I
am not sure we have treated her fairly. I think she’s in the wrong, net, but not
100% in the wrong, net. Nick thinks she was in the wrong, and overall I
thought she was in the wrong, but I understood her on some points. Let me
deal with the other points and let’s come back to that July letter. Jane’s first
point is the bonus multiplier.
Ok, let’s now turn to the pay matters.
Let me just do all four points together. Bonus multiplier: I wasn’t around in
2022 at the time. I worked with Jane for two whole days over a weekend
writing a letter for Nick on his pay. A week or two before, Angela Williams had
to write this letter on Nick’s pay. I gave my time begrudgingly. I worked
closely with her one weekend, but not once did she raise the issue of the
multiplier with me. When I was made aware of the issue, I contacted Ben
Tidswell, who said it was very detailed but there was no impropriety on Nick’s
part. For the second point, Jane never mentioned it to me. I wasn’t around.
For the third and fourth points, I worked with her for long days drafting
letters, and I went into Nick’s office and he said ‘she’s got the bit between her
teeth’. I am just summarising here - I think she dived into this with the idea
that she wanted to show that she could achieve something which Angela
Williams failed to do. She wanted to sort something out as the new person.
She went in like a bull in a china shop, which is harsh. The main point was that
in all this time she never made any insinuation of bullying, which she would
have over 16 hours on a weekend. On the basis of my discussion with Nick, I
asked ‘are you thinking well enough about this Nick’ [her dismissal]. Nick’s net
view was that she could have done it, but she has been sick, we have had all
these HR issues and he was fed up about it all, and secondly, she just should
have been here in the office. One of her staff have come in and said she
shouldn’t be here. Her staff have folded elbows and complain of reverse
bullying as you see it. The point is Nick didn’t say anything bullying about her.
I said to him, ‘that’s not my job Nick. My job is to ask if you’ve thought this
through’. For the fourth point, I said that I was aware that Nick was
dissatisfied by his renumeration, but he did not think it was a fault of Jane’s. I
did not think Nick was ignoring or failing to acknowledge her work. However I
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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).
was increasingly aware the relationship between them was not working. She
came to me to say this was not working, and I said this was an operational
manner. I did counsel her that she was going too fast and was not taking
people with her. It became clear to me from the problems with Jane, as she
was in way too much of a hurry. As Chairman, there was a limit on what I
could or could not do in what I saw as ‘management nitty-gritty’. I saw my
role as encouraging both Nick and Jane in working it out. I was seen as Jane’s
biggest supporter in POL. I did not see any indication that Nick failed to
acknowledge her contribution.
I! have asked for a lot of documents regarding Nick’s pay and I am still trying
to get to the bottom of things, so you may need to fill in some gaps for me.
’'m working 50 hours a week currently, so looking for documents wasn’t my
biggest priority.
I understand. Let’s deal with Nick’s base pay first. I appreciate this entirely
pre-dates your time. I have looked at the Annual Reports which contains
information about the history of the CEO’s pay. I can see Paula Vennell’s
base salary at the point of her departure was £255k, whereas Nick’s base
salary was £415k, which is quite a significant jump. Do you know why there
was such a significant increase?
You call it base pay but it includes pension and something else. You might find
that the base pay number was not dissimilar to Paula’s. It is difficult to
compare their salary.
Thank you. I have also seen a letter in your name, although I suspect Angela
Williams wrote it, about Nick’s pay. It was sent to Grant Shapps on 11
November 2022.
I wasn’t even Chairman then.
You say in the letter that you will become Chair on 1 December 2022. Why
did you send that letter, rather than Ben when he was interim Chair?
I was based here. Because of unions, I wasn’t officially the Chair. I went to see
Grant and I said I have to send this letter. Somehow Jane wouldn’t take that.
She was going to get something drafted by Angela. I did spend time with
these people.
You sent this letter 2-3 weeks before formally starting as Chair. What
conversations can you recall having regarding the issue with Nick’s pay
before starting as Chair?
Lisa was involved. I may have had one or two chats with her. But the main
contact was between Angela and Lisa. My feeling with Lisa was that I don’t
think her heart was in it either.
What made you think that the government might award a pay increase to
Nick if you intervened?
Nick hasn’t had a pay increase for four years.
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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).
In the letter you say Tim Parker has raised the issue of Nick’s pay with Paul
Scully and Kwasi Kwarteng over the past year. Do you know what was the
tenor of those conversations between Tim and the government?
Tim said there was a problem with Nick’s pay in terms of no increases being
awarded. I had written and failed. That probably was also the steer from the
RemCo chair.
Did you think it was unusual that there hadn’t been an increase in pay? Did
Nick have an expectation of an increase?
I think he did. Every other CEO sees inflationary increases year on year. I think
Nick thought it was unfair.
From the Annual Report, it looks like Paula Vennells didn’t have a material
pay increase whilst CEO between 2014 and 2019. Why did Nick expect he
would receive an increase?
I think Nick came with the expectation that if it was a normal commercial
company, it would increase.
In your letter, you refer to the flight risk this issue could create. You refer to
the “significant risk to the reputation and success of POL” and mentioned
the risks being “even more present” and needing to “take active control of
the situation”. You said there was an urgent need to take action to retain
Nick. At that stage, how real did you think the risk was?
Even though I hadn’t joined, Nick was saying ‘I have had it, and I can’t be
treated like this I am going’. Which is why this was a big issue. This is why I
wrote the letter, to say I have tried.
Given you sent this letter before taking up the appointment formally, was
this a priority issue for you as incoming chair?
No. There were about 25 priority issues. It was interesting how Nick felt that it
wasn’t fair. I think Lisa also felt it but I said I am doing the best in other areas.
I think this is why Lisa said ‘I can’t do much on base pay but what can I do on
the multiplier’.
After sending the letter to Grant Shapps, were you shut down by the
government?
Yes. I went to see him.
Was this the meeting on around 10 January?
I can’t remember but he was nodding and was not interested. He said it was a
fraction of the pay he got and this was a huge job. There was a huge
undercurrent of ‘I went to grammar school; this guy is sending his kids to
Eton’. They had done their research on Nick. I thought that while Grant was
here, he would not get an increase.
[HS to check when he saw Grant Shapps.]
When you first met Jane, what conversations did you have with her
regarding Nick’s pay?
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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).
I suddenly got involved in the weekend of drafting. I hadn’t thought about it
until that time. I did pop into Nick’s office and I said that the driving force was
that Angela had failed but Jane wouldn't.
[HS to check the date of the weekend of drafting.]
1am still trying to work out the chronology of discussions about Nick’s pay. I
think the meeting may have taken place on around 10 January 2023 when
Grant Shapps turned down the proposal. Did Jane follow up with the
government with further proposals after the meeting?
After I saw Grant’s reaction, it thought we can’t have that. Jane was trying. I
have spoken to her secretary. I wanted to slow down Jane and Nick. I said to
Nick, ‘Grant Shapps is not interested. That’s how it is Nick - either you do this
job or you go somewhere else’.
So you were the one to relay the message to Nick arising out of the meeting
with Grant Shapps?
Yes.
Jane says Nick sent her a series of messages in which he said he was going
to take legal advice and threatened to resign and bring claim for
constructive dismissal. Do you know if that occurred?
He has said that. I have never seen a CEO under so much pressure. I always
allow him to blow off steam on me. Just before this Christmas he said ‘I am
going to resign the next day’. I was just leaving my office but took my coat
and hat off, I spoke with him for 2 hours. I said ‘I will try and get a good deal
with RemCo. We will try and have you leave as a good leaver, because I
understand.’ I have never seen a CEO under so much pressure. He did say that -
I think at the time he was quite serious, I don’t think that’s how he feels all
the time. I said to take Christmas off, and we will revisit. He is now not about
to hand in a resignation letter. But tomorrow I am going to tell UKGI that he
could go at any point. This investigation could tip him into leaving. It needs to
be handled carefully. He did say it, but I said to let’s just talk about it
tomorrow.
Noted, thank you. I can understand a CEO blowing off steam, as you put it,
to their Chair. However, if Nick were to do so with Jane, a direct report, and
raise these issues in a forceful way, would you see that as appropriate
behaviour?
I think if you have a good relationship with your CPO, then you would. We
don’t agree on everything. It is not all kisses and cuddles.
What was your impression of their working relationship at that time?
She is a very robust individual. I do think she was robust when she was here. I
knew we have to be robust and change the culture. I never saw anything from
Nick that was negative or bullying towards her. He was fine, how I would
expect a CEO to behave to a member of the GE.
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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).
Going back to the chronology in January, Jane says she arranged a
conversation between all three of you, possibly on the weekend of 14/15
January regarding Nick’s pay. Do you recall that conversation?
No.
I understand over the coming days Nick continued to complain about his
pay, threatened to leave and was said he was unhappy with Tom Cooper’s
role on the Board. Do you recall that?
I knew Nick had problems with Tom Cooper. I got valuations about every
Board director. I knew he was unhappy about his pay. Other than when he got
frustrated about it, he was okay.
I appreciate it is not your role to be involved in management, but do you
think at this stage, the focus of Jane’s work was only on Nick’s pay? Or was
she involved in other tasks?
She wasn’t spending all of her time on it. She lives quite far away. The number
of times she is working from home was quite a bit. Her main job was the
culture job. So, no.
Did you have another conversation with David Bickerton at BEIS and Charles
Donald at UKGI, towards the end of January?
I haven’t looked at my diary. What was the issue?
I think it was further proposals about Nick’s pay.
She did drive me to Victoria Street and I remember thinking Jane you are
wasting your time. I recall being on Victoria Street with Charles and Jane. She
thought it would open up some doors but it never did.
I’ve seen an email which suggests that at round this time it was agreed with
Grant Shapps that Nick would receive a 5% salary increase. So it seems
there was some success?
I know Nick received a 5% increase but I can’t remember the precise details. I
think Jane regarded it as a thing Angela could not have done.
Did that satisfy Nick regarding his pay package?
I think it helped. But we are talking about some bigger numbers. I think it
helped a bit.
From your perspective, you thought Jane was very satisfied with the deal
that had been struck about Nick’s base pay?
Yes. Particularly because Angela could not get it done. I! detected there was
something between them.
I have then seen a letter dated 21 April 2023, sent by Kevin Hollinrake to
yourself confirming what was agreed. The letter suggests that Grant Shapps
approved in January an increase to Nick’s base pay of up to 5% from 1 April
2023. However, the letter goes onto say that RemCo wanted the pay rise to
be backdated to 1 April 2022, which was approved. It says that replaces,
10
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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).
rather than is in addition to the pay rise Grant Shapps approved, and no
further pay rises for 2023/24 would be considered.
lam convinced the Minister thinks that was a given.
How was the backdating achieved?
I think Jane was determined to show me she could achieve something which I
said was not worth trying for. That was all part of it. She did achieve it and it
did help a bit with Nick. To go back to the chat I had with Nick before
Christmas, pay wasn’t mentioned then. We are now much more into how he
is valued and treated by the Board and the shareholder. He did not mention
pay back then.
There is one line in Kevin Hollinrake’s letter which I want to understand:
“going forward, appropriate steps need to be taken to ensure there is no
further miscommunication between POL and government regarding pay
requests and approvals”. What does this refer to?
I think it is the 5% backdating issue, but I read it as saying ‘don’t try that stunt
with me again’.
Was Nick’s unhappiness with pay discussed at any Board or NED only
meetings?
No. He would blow off steam at me, but never raised it at RemCo. I thought
that he knows the score deep down.
Do you think Jane acted as a lightning rod for Nick’s unhappiness about his
pay?
No. It was her initiative to beat Angela and she was tickled when she got the
5%. Nick was unhappy with pay but he never said to me he had failed. I never
saw or heard of any pressure on her - by her or by him. She would pop up into
my room and take up twice as much of my time as the commercial team.
Jane also says she sent you a note in January and had a follow-up
conversation with you about Nick changing his behaviour and shutting her
out as he did not think she had been successful in negotiating. Do you recall
that?
She came to me, but I said I was the Chairman of the company. I said she has
to sort it out with her boss.
Do you remember getting a note?
No. But she might have sent it. That’s not Chairman territory. I do remember
the chat but I said that’s not for me.
[HS to look for any note provided by JD in January about NR.]
In respect of these pay matters, Jane has accused Nick of bullying her and
says gender played a role in that. Do you think he would have treated
another male CPO in the same way as he spoke to Jane?
There not an ounce of misogyny in me or him. He is just a straightforward
guy.
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WITN11620106
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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).
Let’s discuss the diversity of the GE team. Currently, the only woman in the
GE team is Karen McEwan?
No, that’s not right. Kathryn is our CFO. She is our acting CFO.
What's her surname?
Sherratt. We have Karen. We have CP, our chief of staff.
Am I right in thinking all of the GE are white?
I think that’s probably right.
It sounds like there has been some improvement in the diversity of the GE
team from a gender perspective, but there is underrepresentation of BAME
individuals. Have there been any discussions about the diversity of the GE
team at Board or NED only meetings?
Yes. We are very keen to improve. It takes time. Andrew is ic RO! That is just
as important. To start from a zero position, it does take time. Having three top
women now is not good enough, but it is a huge progress.
Have any concerns been raised at Board level about whether anything more
could been done to improve diversity in the GE team?
We have talked about if Martin moved on in retail, we would appoint a
woman there.
Who at Board conversations about increasing diversity at the GE level?
I have raised it.
I appreciate this is a difficult question to ask of you but I am interested in
your response. Do you think Nick is only comfortable recruiting people who
look like him and reflect his experience, i.e. white men?
No, CP, Kathryn, the two new additions have been both women.
Let’s turn to the allegations in respect of the bonus multiplier. I will set out
my understanding of the issue so far. I understand that for the 2021/22
financial year, the annual bonus for eligible GE members was based on 80%
weighting of company metrics and 20% weighting of individual metrics.
Angela Williams put forward a paper to RemCo for a meeting in early July
that proposed a multiplier should apply to the entire element of the bonus.
That was based on performance ratings, so if an individual received a
performance rating of 4 or above, the multiplier would be above 1 and
result in an increased award. From what I have seen, at the RemCo meeting
in July 2022, Nick’s performance was put forward as exceptional or 5. That
would result in a multiplier of 1.5. At the meeting, there was a discussion
about applying this multiplier to the whole element or the individual
element. Tom Cooper did not think the proposed approach was set out in
the scheme rules. Angela was asked to do more research into historically
how the multiplier had applied. At a later RemCo meeting in July, three
options were put forward by Angela: should the multiplier apply to whole
element, to just personal element, or to trim the multiplier and apply it to
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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).
the whole? There was a discussion regarding the justifications for each
approach. It appears there were concerns, particularly from Tom Cooper,
about whether Angela’s original proposals had been communicated clearly
to BEIS. What was agreed at that meeting was the third proposal, i.e. that
the trimmed multiplier would apply to the whole element.
Yes.
Were you aware of this issue and when did you become aware of it?
I wasn’t aware at the time of writing all these letters to government. I became
more aware of it when Ben Tidswell talked to me. He said the administration
wasn’t good. I subsequently discovered all the issues you have talked about. I
am not sure what Jane’s point would be there? Impropriety and Nick knowing
about it? Ben’s view is that is absolutely not the case.
When was the conversation with Ben?
Months ago.
Why were you having that conversation with him? What triggered it?
I think it came out of RemCo. I asked him if everything is alright and has Nick
acted properly? I didn’t know what to make of it really. It is also in the past
and it was dealt with.
When you had this conversation with Ben, were you aware of the internal
debate at RemCo whereby Tom Cooper appears to have been unhappy that
approval had not been given by BEIS to this approach to the multiplier?
I am not sure. Ben said there is no impropriety. As Chairman, he has told me
that, I will move on to something where there is a problem.
The outcome of the 26 July meeting was to recommend the application of
the trimmed multiplier, rather than approve it as such. Did approval then
have to be sought from the shareholder regarding the proposed bonus
payment?
A lawyer could answer that question but I would have thought yes. Ben Foat
would be better able to answer. You always have to double check.
I have reviewed the Articles of Association and it looks like prior written
consent has to be obtained from the shareholder for any material changes
to pay, including bonuses, for a company director. Do you think consent
was needed for payment of the bonus?
I would have thought absolutely.
In respect of bonuses, clearly the outcome is unknown when targets are set
because the outturn is not yet known. So would approval from the
shareholder in respect of Nick’s bonuses always be required?
I thought it would always have to be? Who is raising these issues? I thought it
was dealt with.
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WITN11620106
WITN11620106
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).
Jane is raising these issues. I know Amanda carried out her review in
relation to the Transformation Incentive Scheme but this is a slightly
different issue.
My issue was there was no improper behaviour, and that is in the past.
If shareholder approval is needed in respect of the payment of Nick’s
annual bonus, what would the process be? Who would be contacted?
I think it would be... Lisa did it in that time. I would have thought if it related
to Nick, it would pass through the various channels between POL and
government. It wouldn’t go through the minister.
If I do need to speak to Ben Tidswell further about this issue, I saw that he
has decided to step down from his role. Is that happening with immediate
effect?
Yes. He would still be available.
Nick appears to have been paid his bonus immediately after the RemCo
meeting in August 2022. Do you know if approval was obtained from
shareholder before payment was made?
No.
Is it common for payments to be made and then to obtain retrospective
approval from the government?
That’s why I am hesitant. There is something that makes me believe
something was not right here. Ben says the administration at RemCo was not
good.
Going back to Kevin Hollinrake’s letter in April 2023, he refers to discussions
in January last year. He says, “in January Grant Shapps retrospectively
approved the bonus that was paid to Nick for FY21/22”. So it appears
approval was granted by the government to the annual bonus where the
multiplier applied to the whole, but only after the event?
I have a feeling that was the case. I can’t be sure but I think you are right. This
I think was the biggest part of the whole thing.
If it was ambiguous whether consent had been given in respect of the
approach to the multiplier, should shareholder approval have been sought
before payment was made?
I think this is one for Ben Tidswell. I couldn’t answer this.
When you had the meeting with Grant Shapps in January 2023, was there
any conversations regarding Nick’s bonus and the application of the
multiplier?
No. It was all in the past.
Jane says that the issue regarding the application of multiplier resulted in
Lisa Harrington having to apologise to Treasury and government. Is that
right?
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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).
I think she went in and I think there was a letter. And I think she would have
attributed a lot of the blame to Angela. When things go wrong, a lot of people
attribute blame.
What was Lisa apologising for?
I think it was the bonus multiplier issue. I think it was more about paying
without approval rather than the approach. I think the previous bit was even
more in the past. I was less aware of that.
Jane also suggested that Paul Woods, the then Rewards Director, resigned
because of this issue. Do you know why he left?
No.
Insofar as you can recall, presumably an annual bonus was recommended
for Nick for FY22/23 last summer? Can you recall any multiplier applying to
that bonus?
I don’t know. I can’t remember. If Ben Foat had let me know, I would have
researched these.
I would rather you do not liaise with Ben Foat about the investigation, as he
is now acting as a witness. That is why Karen is the new Commissioning
Executive.
Why would he be involved?
There are certain questions I have for him in respect of Jane’s allegations. I
now want to move onto allegation 5. Why don’t we take a break at this
stage?
[5 minute break]
I will deal with point 5 onwards. As for the pains in the arse comment, I simply
do not recognise it. I would not say it and it is not something I would feel or
say. I appointed a woman to the Chair of RemCo. This is something I find
abhorrent. All my previous experience shows that no one has accused me
before this. I went out for Jane on a limb and would not have said it. I was
focused on diversity and wanted to increase diversity on the Board. It is
evident from the appointment of Andrew (who is Black). I do not recall the
conversation but it could be that when we were running through candidates, I
may have said she does not tick more than one box. As a question of
misogyny and racism, I find it abhorrent. I came across something. This was
something after the meeting of 25 January. On 27 May, I have written an
email to Nick, saying that some of our staff are uncomfortable about racial
profiling. I said to them that Andrew joins in a few weeks as a NED.
[HS reads from email of 27 May 2023 previously provided].
My lawyer said that is serious stuff. That’s how strongly I feel it. My lawyer
said he has never seen such a strong letter from a CEO or Chair. I don’t have
any recollection of calling a person a girl. At the end of the last update
meeting with NEDs, Andrew, Saf, and Elliot, I informed them I was being
investigated. Elliot and Saf said welcome to the club. They said nothing has
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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).
changed in POL regarding investigations. Investigations are a cancer — nothing
gets changed. Andrew was horrified and shocked at the allegations. Elliot and
Saf were shocked but not surprised. Each of our three minority candidates did
not recognise an ounce of racism against me and were prepared to say so if
asked. I thanked them for their support and I insist you ask them. Saf said he
would be willing to go on the record. He said I was not a racist and it was
absolute bollocks. Elliot and his family have thanked me for commiserations
and support I have given them with recent events. I remember
recommending David Baddiel’s ‘Jews don’t Count’ book. Elliot has said that he
could be quoted that he had not seen any racism in me. But this all reflects
the toxicity of POL. One could argue that there is evidence of antisemitism
from our Board but it was not from me. I worked for a very stressful time for
three years at Capital and Counties. I insist you speak to the CEO. He denied
any hint of racism. I insist you speak t ho I hired as NED at WH Smith. I
also insist you speak to the CEO Carl Cowling from WH Smith. I would get
standing ovations because I would champion the cause of promotions without
reference to creed or colour. Carl would confirm that none of the thousands
of people there would say that I was a racist.
I cannot make any promises that I can speak to people outside of POL. That
is not a decision for me.
linsist as this is my reputation for 50 years.
As I understand it, NEDs don’t receive any EDI training at POL?
We did at WH Smith and other companies. But I don’t think I have been
involved with anything at POL.
Have you read POL’s Dignity at Work policy?
lam sure I have.
To be clear, as I understand it you have not received any EDI training at
POL?
No.
Outside of POL, have you received any training on EDI, anti-
discrimination/harassment or unconscious bias?
Sure. It was at WH Smith and Capital and Counties. It is just as applicable
here.
Did you personally take the training at WH Smith?
Yes and all NEDs would have.
What did that training entail?
It differs from person to person.
Was it 1-1 training ?
That would have been in a group.
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WITN11620106
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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).
Can you tell me any key takeaway messages from that training you
learned?
The key training is it is easy to slip up. When I speak to my lawyer, I asked if I
have said something wrong. Like, when I said Andrew is Black - is that wrong?
I understand it is all about respect. I love going to Post Masters meetings - it is
hugely diverse and I love it. They asked me to write a writeup for my
background. I said for first three years, I was educated in a boarding school in
India, where I was a minority and I enjoyed it.
Let’s turn to the allegation about what was said at the meeting with Green
Park. Do you know how long POL have worked with them?
No.
Before the meeting on 25 January 2023, did you have any experience of
them?
No.
As I understand it, the purpose of that meeting was the recruitment of the
RemCo Chair, which was taking place between the recruitment of the ARC
Chair and a NED.
No it was just NEDs. Andrew applied for the job and I wanted diversity. I said
Andrew, ‘you would hate it but you have business acumen’. If you apply, it
would be much more fun if you were NED, he said okay. So we appointed him.
I wasn’t going to appoint him to a job he would hate simply to tick a box for
diversity.
l understand on 25 January you had a longlist of candidates for RemCo Chair
but were also thinking about the independent NED position?
They had said our choice would be these five and that’s how a longlist works.
You then ask why this person and not that person etc.
Who was the key contact from POL with Green Park for the recruitment
exercise?
I think it was me. I think it is always more difficult because it is online. I think it
was online, which is why I can’t remember the meeting.
Did you have any prior conversations with someone from Green Park about
the recruitment exercise prior to 25 January?
No. I can’t remember.
Did you indicate to Green Park if you had any diversity targets?
I would have said because we have gone with Simon on ARC Chair, I would
have said we must hit diversity targets. Because I had Andrew in my mind for
the independent director role and preferably two ticks in the box. And I
wouldn’t have used that phrase. I must have said it to Jane and that with the
RemCo Chair we would hit female diversity. I don’t know how much I divulged
to her but I probably did.
Did Jane attend in person?
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WITN11620106
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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).
I would have thought not, why would she do that if I was not there? I have
never been to Green Park.
[HS to check diary for whether he attended Green Park meeting in person or
by video.]
l understand a progress report was provided by Green Park, which provided
summaries of CVs and photos of long-listed candidates.
[MT shows the progress report to HS on screen.]
Why was Andrew on there? He only applied to be the Audit Committee Chair.
It never featured in my thinking that he would have been a RemCo Chair.
I think there was an issue with sequencing. Do you recall receiving this
report?
I do not. I don’t think Andrew ever applied for RemCo Chair.
Jane said you had a tendency to refer to younger women as girls and older
women as ladies. Do you think you used those labels at the meeting?
No.
Perhaps I can offer an example. Forgive me, but I have done my research
and see you were born in 1948. You were born within the same few weeks
as my father. Sometimes he refers to me and my sisters as girls, even
though we are in our 30s and 40s, as we are his children. It can even be a
term of affection. Is it possible you might have referred to younger women
as girls in this way, perhaps without consciously realising it?
Look, when I was talking to Michael Burd, I said I walked past a group of men
and said morning men and I said to women that morning ladies. That’s ok. I
wouldn’t have said morning women or morning girls.
Do you understand why some adult women might be offended if they are
referred to as girls?
Yes, absolutely. If I just walked into a meeting with 3 non exec. women, I
would say to them ‘morning ladies’. I would bet they would not have taken
offence.
You have told me you did not use the term ‘pain in the arse’, but I want to
put to you what Jane says and you can tell me your response. She says you
asked if a female candidate would be a pain in the arse and she asked what
you meant. She says you said you had a female CEO at WH Smith and she
had refused to employ women because they’re all pains in the arse.
iwas one of the most successful CEOs but she would not appoint
9} can we get women?’ Once we got Steve, there
women. I would say #
were many women. I told her ‘you should have seen the difficulty I had when
working wit!
arse.
>; I probably said that aid they were a pain in the
ell you she was reluctant to employ women?
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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).
I would say ‘come o: ‘ou have to employ women’. But she was a bit like
Margret Thatcher. She had a terrible blind spot. We spotted it and fixed it
when I became Chairman and Steve became CEO.
Do you think you might have shared your experiences wit!
Yes. I am critical of us, but the only thing I can say is that this is the experience
it was the right thing to do. I would have said the
aid.
Do you think you might have shared this story with Jane at the Green Park
meeting on 25 January?
I don’t think I would have done but maybe on the way back. She has used a
particular phrase I have used in respect of ut I did not accept that it
was proper behaviour or respectful behaviour.
Do you think you might have picked up the phone to her after the meeting
to share this?
lam not sure. She was always popping into my office.
So when you shared your experiences of ik
Jane, what was the context?
approach to women with
I was just saying we need to improve diversity. I was saying we are not very
good, but this is the position at WH Smith. I was trying to make us feel better,
you know. I thought, GRO “Iwas great at running a business but it was a
terrible way to do diversity.
So it sounds like your conversation with Jane might have taken place in the
context of a recruitment process?
About increasing diversity.
Let’s move on to the race element of jane says when you
were looking at a particular candidate I, you said words to
the effect of ’she doesn’t look coloured’. Dan Richards said she had ticked
the ethnicity box. Jane said you said ‘she doesn’t look coloured, where does
she come from?’ Do you recall that?
No.
Jane says those comments were made when looking at a summary of
4’s CV. Let me show you the page.
[MT shows. V's profile on screen.]
Looking at ?’s picture, we can see she appears to be fair-skinned and
blue-eyed. It is not clear what her heritage or origin is from her picture. In
that context, is it possible you might have tried to understand her origin?
No. These things are fraught, so you don’t say that.
Is it possible you might have said words to the effect of ‘it would be good to
have a coloured NED on the Board’?
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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).
No. I would have said I would prefer someone who ticked more boxes. Just to
have more diversity on the Board.
Do you understand why someone would be offended by the use of the
word coloured?
Yes, absolutely. I would draw attention to the people on the Board who are
happy to speak for me. I use the word Jews instead of ducking it. I have read
the book and you can see how I am interested in that stuff.
Jane says she had a 1-1 meeting with you after the Green Park meeting
where she indicated the language you used on 25 January crossed the line
or was unacceptable. Do you recall any such conversation?
No.
Did she have any conversation with you regarding EDI training for NEDs?
No.
Has there been a discussion about the need for EDI training for NEDs
generally?
No. There has been discussion for CPOs but not here.
Jane says there were at least three other occasions where she has pulled
you aside regarding your language. Do you recall that?
No.
Do you think you deploy colourful expressions to communicate with
people?
No.
Has anyone had discussions with you regarding any colourful expressions
you use or old-fashioned language?
I would point you to the three NEDs and other references I have mentioned. I
would say there is antisemitism and racism in the Board though.
Do you recall any conversations with Amanda or Lorna about this matter?
No.
Has Karen McEwan spoken to you about your language?
No.
That is all my questions in respect of allegation 5. I want to come back to
Jane’s open letter to the board of 28 July.
The one sent to Amanda.
Yes. Insofar as you recall this letter, do you know what was done with it?
This is Speak Up complaint which means it went to Amanda?
1 don’t think it was referenced as such, although it was an earlier draft of
what became the Speak Up complaint.
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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).
I don’t have my mind around it, but I would have thought it’s all quite the
same as what we talked about.
1 don’t think it is quite as same.
If she has raised all of it at the end of the negotiations, but has not made any
allegations about me, isn’t that key?
That is a matter I will consider.
If she has written that long letter but did not raise the issue about me, what
does that tell you?
Can you recall the response to this letter?
It went to Amanda because of Speak Up. It was up to her to do something
with it.
From your perspective, can you recall if there was in fact a response?
No.
I will ask you to find the email of when it was forwarded on to you. It looks
like Amanda forwarded it to you on 28 July 2023.
[HS to check whether there was any response to AB’s email, forwarding the
letter from JD.]
Sure. But that letter is a rehash of what she had said before. It covers the
same points I have dealt with. These are issues that the Board knew about.
There is no allegation that this letter went unaddressed. However, it helps
me to understand what happened, which may be relevant.
I do think it is really relevant that she doesn’t make any allegation about me
until this point. Amanda can’t remember what she did with it?
I haven’t spoken to Amanda about it. It is something I may pick up with
Ben.
She should also be interviewed on that matter.
That’s a matter for to take away, although you or Ben may be able to assist.
That’s all my questions for now, although I may have more questions for
you. I am still waiting for several documents, so I may need to clarify
matters.
That’s fine. As I said, I was very sympathetic to Jane. We did not treat her the
way we ought to have done. But it then got to the stage that she was drifting
away from me and Nick had made his mind up. It was unfortunate and I do
think her life has been messed up a bit by POL. However, she picks up
something from {__ and then twists it.
Thank you for your time.
Did you say Green Park had said something about Dan Richards?
Dan Richards was the Partner in attendance at the meeting, along with
individuals called Kate St John Perry and Simon Davies.
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[End]
WITN11620106
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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).
I don’t think I have been to Green Park, but perhaps I did. Did Dan say I said
something?
His recollection was that you may have said words to the effect of ‘it would
be good to have a coloured NED on the Board’.
I think I have said it would be good to have someone who ticked two boxes.
But I don’t think that’s racist. I just think the more diversity the better, people
look at the Board and they have someone they want to relate to.
Ok, thank you for your help.
Pleasure.
Signed
Dated
22