WITN11650100 Jane Davies - Witness Statement

Evidence on official site

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Witness Name: Jane Davies

Statement No.: WITN11650100

Dated: 29 November 2024

POST OFFICE HORIZON IT INQUIRY

FIRST WITNESS STATEMENT OF JANE DAVIES

I, Jane Davies, of [WITHHELD] will say as follows:

INTRODUCTION

1.

I am a former employee of Post Office Limited (“POL”). I held the position of
Chief People Officer between 1st December 2022 and 30th June 2023. I
reported to the Group Chief Executive, Nick Read and was a member of the
Group Executive (now referred to as “SEG”).

This witness statement is made to assist the Post Office Horizon IT Inquiry (the
“Inquiry”) with the matters set out in the Rule 9 Request dated 12 September
2024 (the “Request”). I have prepared this statement with the assistance of a
lawyer. I have annexed documents to this statement which I felt were relevant
and which I could locate within the Inquiry’s timescale for submission of this

statement. I wish to note however that there were a number of further

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documents that I also wished to include but could not do so following POL’s

lawyers informing me that those documents remained subject to privilege.

PROFESSIONAL BACKGROUND

Please summarise your educational and professional qualifications, your

career background and your appointment to the POL Strategic Executive

Group (‘SEG’) (including relevant dates)

3. I am a politics graduate (BA (Hons)) from the University of Nottingham. I have
a professional qualification (CIPD) in Human Resources.

4. Before joining POL, I worked in Human Resources function for more than 30
years, in several roles. Since 2004 I have held ‘HR director’ positions, initially
for Punch Taverns plc, before moving to businesses across various sectors
including engineering, homebuilding and construction, supply chain
coordination and healthcare in primarily FTSE 250 organisations.

5. My role as HR director, and more latterly Chief People Officer, has centred on
advising main boards and committees on strategic people matters (such as
remuneration, succession planning, talent management and diversity etc.) as
well as being a Statutory Board Director, well versed in corporate governance
and compliance.

6. Operationally, my key strengths are in business transformation, commercial
turnaround, developing strong governance in people management, building
strong cultures and engagement across large organisations.

7. In my last position before employment with POL, I was one of three Statutory
Board Directors for a £6bn revenue business, with over 20,000 employees for
an organisation where our values were based on ‘CARE’ for colleagues and

where customers are patients within communities. I have worked in private

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10.

11.

businesses with significant people agendas, mostly publicly listed and subject
to significant shareholder scrutiny and rigor on financials but also on people
and culture agenda.

I was approached by MBS Executive, a headhunting firm, in June 2022, to
consider the role of Chief People Officer at POL.

I had an interview with Angela Williams, the interim CPO in July 2022, and
then a follow up with Mr Read, CEO, in July 2022 and again in October 2022.
As part of the interview process, I also met Lisa Harrington, Non- Executive
Director and Chair of the Remuneration Committee.

I was told I was successful in my application for the role of Chief People Officer
around October 2022, and I began employment with POL on 1 December
2022.

Having previously enjoyed working in a community-based retail organisation,
which required cultural transformation and a commercial turnaround, I felt POL
Chief People Officer role was a good fit. Moving to an organisation which had
a social purpose was also appealing. The role description and accountabilities
given were:

e Leading the People Business Partnering Team to challenge and drive
commercial decision making across the organisation through effective
organisation and talent strategies.

e Acts as a business partner to the Chief Executive Officer and Executive
Committee, advising and challenging on people matters, such as
organisational design, culture and talent.

e Drives an organisation-wide cultural transformation to secure the future

success of POL.

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e Leads the successful implementation of the new IT system from a
people perspective; winning hearts and minds to support its adoption.

e Owns the talent acquisition strategy, ensuring Post Office attracts and
retains the right capabilities into POL including engagement with the
Nominations Committee of the Board.

e Owns the talent management strategy, ensuring consequence
management is embedded and high potentials are identified, upskilled
and provided opportunities to develop.

e Leads the performance management process, ensuring the process is
transformed in line with the Purpose, Strategy and Growth objectives.

e Owns the reward strategy, including remuneration and benefits, in line
with Post Office culture work to ensure that role accountability is
embedded into grading structures including acting as a key interface
with the Remuneration Committee of the Board.

e Leads on the relationship with the organisation’s recognised unions to
ensure it meets its legal obligations, whilst ensuring the commercial
delivery of business objectives.

e Drives the transformation of the People function to be efficient and
effective, reducing cost, clarifying roles, accountabilities, process
ownership, driving up functional capability.

e Supports the business change agenda during the time of extensive
technology change.

Leads the culture change agenda needed to meet the objectives of
Common Issues Judgement, supporting the Inquiry team as required,

as well as driving the culture strategy and engagement plan in place.

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EXPERIENCE OF POL STRATEGIC EXECUTIVE GROUP

Please summarise the nature of any training and induction that you received

prior to, or on your appointment to the POL SEG, setting out the quality and

completeness of any training and induction that you received.

12. I was a member of the POL Group Executive (GE) team, which I now
understand has been replaced by POL SEG. I will answer this in accordance
with my role on the GE. I did not receive any pre-joining training or
information on POL. Prior to joining, I specifically asked for sight of documents
relevant to my role, such things as organisation charts, previous
Remuneration Committee minutes, statutory and governance documents, the
shareholder framework, union agreements etc., but I was told I would not be
given any documents until I joined and was on POL systems.

13. In October 2022 (prior to the commencement of my role in December 2022), I
also met Mr Read for lunch as an informal pre-induction meeting. He raised
the following concerns with me, in what I believe was an attempt to involve me
with these matters and help resolve them upon joining:

e That he was originally told that the Inquiry was just a ‘storm in a teacup’
but that the nature of the Inquiry had changed now it was a statutory
inquiry.

e That he felt his pay was inadequate. He told me that when he was
initially offered his role, the Treasury pulled his offer and reduced his
salary. He had remained unhappy about this since (and was an

ongoing issue throughout my tenure with the POL).

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¢ That NED SMP's were too tactical, and that the decision to have SMP’s
on the Board would soon need to be reversed.

e That POL had failed to successfully remove Alisdair Cameron from his
position and that he and Mr Cameron had an unhealthy relationship.

e He raised his concerns with me about Ben Foat, specifically that legal
costs were spiraling out of control (and this had been raised by the
Board).

e He also seemed fairly earnest about postmaster compensation and the
need for cultural transformation.

14. When I joined on 1 December 2022, my onboarding was inadequate. I was
supposed to have had a two-week handover with Angela Williams (the interim
and part-time Chief People Officer for POL who had been employed for 18
months). However, I found there was an unwillingness to provide me with any
written documentation; rather I received verbal updates over Microsoft Teams
calls, which were mainly centered on providing me with the details of the
Group Executive and Board characters and capability.

15. When I requested a list of documents/information by email, I was told not to
make such requests by email, given the potential (Inquiry) disclosures (Email
from Angela Williams to Jane Davies regarding ‘Follow up’ dated 4 December
2022. POL00460659), and instead to communicate through WhatsApp or
Microsoft Teams, as these channels would not be subject to disclosure. It was
these channels through which I understand she communicated with Mr Read.

16. It came to my attention that Ms Williams had deleted at least six months’ worth
of data on her work computer and telephone prior to her departure in

December 2022. POL’s IT team did retrieve some of the data, but not all of it.

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17.

18.

19.

Only certain Teams messages and emails were successfully recovered. The

Data Protection Director had made me aware of the breach and said he would

be investigating it. However, after several weeks of asking for updates, I did

not receive any follow up.

During my first two weeks, I was expected by Mr Read and Ms Williams to

place focus on Mr Read's pay. I was told by Ms Williams (as I documented in

my notebook from the time) that my priorities were to be as follows:

e To increase Mr Read's pay or risk losing him.

e To focus on the letter from the Chairman to Grant Shapps / Secretary of
State.

e Remove Mr Cameron from POL; and

e Ensure Mr Read appoints his own team.

On 13 December 2022, I had what was supposed to be a 1-2-1 meeting with

Mr Read. However, the meeting focused on him justifying a pay increase, with

him saying ‘I couldn’t have done a better job in the last three years.’ Mr Read

shared his concerns over his pay and that he felt as though he was being

“abused”.

I shared with him my concerns over the lack of handover I had received from

Ms Williams, and my worry that she was commencing annual leave on 17

December 2022 for two weeks, after which she would no longer be with POL.

I asked Mr Read to request Ms Williams phone and computer before her

annual leave so I could attempt to get up to speed on matters myself. This

would be normal practice, to handover company property. However, this did

not happen. With her then deleting all company data, I feel this is

demonstrative of the incompleteness and inadequacy of any formal handover.

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20.

21.

22.

From my first day, I was actively working with members of the board, to
manage Remuneration Committee matters and the recruitment of three Non-
Executive Directors ("NEDs”), due to the resignation of three current NEDs.
Henry Staunton and I also worked closely together in December and January
2023 to handle a pay proposal for Mr Read and I spent a lot of time with Lisa
Harrington, Remuneration Committee Chair. I also met with other Board
members, Sub-Postmaster (“SPM”) NEDs and UK Government and
Investments (“UKGI”) members.

I found that meetings in my first month with Tom Cooper (UKGI NED) were
very helpful. He provided me with more contextual information to get me up to
speed with the situation at POL, the Inquiry etc. as well as directing me to
read the ClJ and HlJ judgement, which I read over the Christmas period. He
also provided me with a document entitled ‘Overview of HMG Governance’
(Overview of HMG Governance Document. POL00460663) which I received
and read in January 2023. I also had a meeting with Simon Recaldin who
updated me on the compensation schemes, and I attended a GE meeting in
December 2022 where he updated on Historical Shortfall Scheme (“HSS”)
completions (I will come back to HSS matters later in this statement).

I was also surprised with the considerable amount of operational activity I was
expected to immediately fix. On my first day, Mr Read asked me to intervene
in a significant operational matter, where we had converted our contractor
population from one umbrella arrangement Intelligent Resourcing to Morsons
(Teams message from Nick Read to Jane Davies dated 2 December 2022.

POL00460671) saying “it seems to be a monumental cock up”. The value of

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24.

the contractors under this arrangement was £30m (c300 contractors). A
significant proportion of the contractors, who mainly worked in IT on the NBIT
(Horizon replacement) programme, had refused to sign the new terms and
hence there was no legal contractual arrangements or protection in place for
them or for POL. I discovered that this project had been handled by a
relatively junior manager in my department with no executive input or support.
I was initially shocked at the lack of visibility, governance and controls,
particularly in view of the costs and non-compliance.

Within my first two weeks I was also asked to ‘administer’ the CEO Fund (a
retention bonus plan). I did not get to see the background or rationale, and
whilst I asked, I was not at the time given any data on the ‘retention’ problems
which this bonus was meant to address. I was told that the ‘Remuneration
Committee’ had granted the CEO Fund £1m to spend on retention bonuses
for those people deemed critical or flight risks within POL. I was told that I
needed to administer the payments in the December 2022 payroll and
organise the letters to individuals. I felt uncomfortable with the lack of formality
around the process. When I asked to see the background, I was told by my
predecessor Ms Williams that it had already been signed off by Mr Read and
my role was simply “to make the payments and send the letters”.

I walked into several other operation problems. My team was in disarray (with
grievances raised and division within the team) and the bonus plans for the
current year (which should have been issued in March 2022) had not been
issued. We were a year into a dispute with the CWU and facing regular strike
action, or action short of a strike (a dispute which, in February 23 — having

been asked by Andy Fury and Dave Ward (CWU) to step in - I took the lead

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on, and with some intelligence, creativity and a strong HR team, we were able
to bring to a conclusion within 7 weeks).

In all of my career, I had never encountered such a huge amount of
operational turmoil; it was off the scale. In many instances, it felt self-inflicted
and required strong leadership to step in and drive accountability. This latter
leadership was lacking. I wrote Mr Read an email on 1° February, saying ‘It's
8 weeks in, and I am starting to feel like POL’s Lara Croft! Every day is a
battle!” (Email from Jane Davies to Nick Read dated 1 February 2023.
POL00460668). The latter was making light of what was a hugely tough and

challenging place to work, off the Richter scale.

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 the POL SEG? If you received any

such briefings, please provide details of the briefing received and reflect on

their quality.

26.

27.

28.

I was not given sufficient information as part of my induction to POL to
understand the context of any of the matters being addressed by this ongoing
Inquiry; on the Horizon IT System, the wrongful prosecutions of the SPMs, the
GLO or ongoing issue of compensation.

I was left to learn about such matters “on the job”, and so by attending GE
meetings and meetings with the SLT members, I was able understand more
about New Branch IT (“NBIT”), Group Litigation Order (“GLO”) and Inquiry
updates in my first month.

I had access to the Inquiry update at that GE meeting on 15 December 2022,

which was a progress update and not particularly informative. As a side note,

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my access to this update prompted a formal investigation into whether I
should have been allowed access to the Inquiry information, as there was
apparently a concern whether appropriately approved undertakings (required
for me to receive that information) were in place from the Inquiry team at the
time. From my perspective, I had signed the undertakings on my first day of
employment with POL, but it later transpired that such undertakings may not
have been approved by the Inquiry team. I will explain this point in further
detail later.

29. I read Nick Wallis’ book ‘the great Post Office scandal’ in my first month, which
I found very moving and did make me question whether I had done the right
thing joining POL. It also made me feel uncomfortable knowing there was an
ongoing focus on Mr Read’s pay. However, at the time, I felt that if Mr Read
was genuine, and hearing what he said during the interview process, we could
make a real difference to the culture, to the relationships with SPMs, as well
as build a strong commercial business. I remained very committed to making
a difference and addressing the cultural challenges and poor leadership
behaviours.

30. 1! was sent a draft document from the Legal Team in January 2023 in respect of
operational improvements to POL process and procedures (over which POL
has retained legal professional privilege so I am unable to annex it to this
statement). This was particularly helpful in my understanding of what POL was

trying to do to change and improve. I found the section headed) GRO

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mention

this as I understand that one of the issues to be addressed by the Inquiry is
the culture of POL generally. I will come onto this point later.

Please set out your reflections as to the adequacy and effectiveness of POL’s

current corporate governance arrangements.

31. I can only speak to POL’s governance arrangements as I understood them
from my time at POL, although some of the evidence I have heard during the

Inquiry would suggest that little, if anything, has changed since June 2023.

32. Ultimately, I believe that POL’s corporate governance arrangements are in
many ways not fit for purpose. The systems, policies and procedures relating
to POL’s governance were not clearly signposted or adequately explained. As
a new starter, I had to search on the website or ask for key documents to help
me understand POL’s corporate governance, such as HMP Articles of
Association, the Code of Business Conduct, Employment Policies, HMG
Governance, Shareholder Framework Agreement, Procurement Policy,
Remuneration Policy etc.

33. In my short period of time with POL, significant breaches and non-compliance
were raised with me by numerous people, and in turn, I noted and raised such
concerns, over the effectiveness of compliance and governance on many
occasions to the Board and CEO.

34. The Board in my view, remained too detached from the day-to-day operational
issues, and did not appear curious enough or ask the right questions on

governance and compliance. Because of this distance, they also did not
understand the deep lack of trust between SPMs, POL employees and

leadership. They did not seem to be interested in finding out. Instead, I found

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the Board were more interested in demonstrating loyalty to Mr Read. One of
the key responsibilities of a board is to debate and ensure there is robust CEO
succession plan in place; this was missing.

Further, POL’s systems of governance seemed to be too easily warped by
individuals with self-interest in questions of remuneration. It is hard for me to
capture and reflect the full picture of absurdity of the POL business and the
human issues involved. I say this considering the significant breaches and
non-compliance I noted and raised with such arrangements in my short time
with POL — a system which allows the following cannot be effective. I have

structured my answers under key headings as follows:

Governance issues - remuneration and bonus concerns

36.

37.

There was an unhealthy focus from Mr Read on his own pay and bonus
improvement. Many of the NEDs and GE members including Tom Cooper
would say that my predecessor Ms Williams and Mr Read were ‘too close’.
Ms Williams had also received Mr Read's sponsorship in December 2022 to
be included in the shortlist for the new replacement Remuneration Committee
chair, which was a process running at that time. It felt to me that Mr Read was
attempting to secure Ms Williams ongoing involvement in POL's
Remuneration Committee within this influential role, as she was the champion
of his quest for more pay. Mr Staunton intervened and removed her from the
process as being unsuitable for the role.
I noticed an unhealthy focus on changing bonus metrics and targets during the
financial year, which if agreed to, would have resulted (and in some cases did
result) in increased bonus payments to POL Management (the CEO Mr Read

and interim CPO Ms Williams). This was highly unusual as normally, bonus

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plans are agreed at the start of the financial year. There was in my view a
pattern of behaviour which required examination. I specifically suggested to
Mr Staunton at the end of January 2023 and again at the beginning of May
2023, that we needed to conduct a review of the previous years’
Remuneration Committee minutes. Mr Staunton was of the view that the new
incoming RemCo chair would have accountability to resolve the governance
and compliance issues and suggested that I wait until they are on board. In
summary, I believe that there were governance issues centred around the
following matters of remuneration:
a) Historical Shortfall Scheme (HSS) Target

38. I was copied into an email from Mr Read to Ms Williams on 2nd December
2022 (Email from Nick Read to Angela Williams regarding ‘Remco’ dated 2
December 2022. POL00460658), where he asked her to gather evidence to
back the ‘management view that the HSS target should be 95%
compensation claims made by 31st December 2022 (and not 95% of
compensation payments made by 31st October as previously agreed in by
RemCo) (22/23 STIP and 22-25 LTIP document. POL00460660). The 95%
October target had not been met and he wanted to ‘sell’ this change to the
Remuneration Committee. As this was my first day, I had not quite
appreciated at this point, that changing this target would result in slower
compensation payments, in favour of paying a bonus (however it did appear
to me to be an odd bonus metric to apply across the whole of POL, as only
c50 people could influence the achievement of the HSS bonus metric).

39. Initially I felt an obligation to support POL Management position on this metric.

I had been directed by my predecessor, Ms Williams, to review the July 2022

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Remuneration Committee minutes, which were unclear. At the Remuneration
Committee meeting on 6th December 2022, there was a disagreement
between the Remuneration Committee and POL Management (CEO & interim
CPO), which continued for c6 weeks. However, after further scrutiny of the
broader Remuneration Committee minutes and discussing this matter with
Tom Cooper, who was adamant the agreed target date was October, I felt
comfortable the correct target date was October and advised Henry Staunton.
Whilst the target remained unchanged (October), further pressure was the
placed on the Remuneration Committee from Nick Read, to apply ‘discretion’
to the HSS payment, which they agreed to look at. It seemed odd that 9
months into the year, there was an attempt to change a bonus target and the
focus being on payment of bonus, rather than the timeliness of compensation
payments.
b) Belfast Exit Metric

40. The Belfast Metric was 10% of the bonus target for the Short-Term Incentive
Plan (“STIP”). This metric related to a programme which should have resulted
in the Horizon data centre being moved out Belfast. I was told the
programme of work cost £30m and had failed, as reported in July 2022
Remuneration Committee. Tom Cooper in the Remuneration Committee
meeting on 6th December 2022 stated that this was a key programme for POL
and was still wanting to understand why it had failed. He was complaining
that there had been no investigation, and no-one was being held accountable.

41. Atthe same meeting, POL Management proposed that the value of this metric,
10%, should now be combined into the NBIT counter development metric,

which alone was 10%, as one single target, i.e. making this latter target 20%

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(and effectively forget the Belfast Exit programme target). There was no
recognition or acceptance from POL Management as to the governance of this
failed programme, the cost impact, the wider impact on the NBIT roll out etc.
The reasons for the Belfast Exit programme failure continued to remain
unknown. The Remuneration Committee refused to change the target to
combine it with NBIT counter replacement, however, again POL Management
requested that the Committee agree to exercise discretion. It certainly felt odd
to me that the focus was on changing the bonus metric, rather than
investigating the reasons for what appeared to be a seismic failure.
c) Bonus Multiplier

42. Atthe Remuneration Committee meeting on 6th December 2022, and in
subsequent discussions with Paul Wood, POL’s Rewards Director at the time,
I was told there was an outstanding bonus issue, relating to an unapproved
bonus payment made to Mr Read in August 2022 (as well as to my
predecessor Ms Williams and others) as a result of a multiplier being added to
his 100% bonus, rather than being applied to only 20% (i.e. his personal
element). This was still awaiting approval from the Shareholder. Several
frustrated individuals told me that the process in awarding this bonus and the
subsequent unauthorised payment of it, had been ‘shady’, highlighting
fundamental questions on governance and a lack of compliance with the
Shareholder Framework Agreement. During January 2023 I was asked by a
UKGI Board member to review the last 6 months of Remuneration Committee
meetings, mainly to understand the issues over the HSS bonus. This review
however would provide me with the insight into other bonus metric issues. I

held several meetings with Paul Wood, before and after he left POL to

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43.

44,

establish facts on Remuneration Committee matters, and background details
(Transcript of Teams call with Paul Wood, WITN11650102). He was
particularly uncomfortable with the fact that he had supplied information on the
historical position/analysis which he put in table format (as requested by the
Remuneration Committee) and had sent the document to Ms Williams for
inclusion in the Remuneration Committee papers, but this document had not
been included in the papers shared with the committee.

The recommendation by POL Management to add an increased multiplier to
100% of their own bonus arrangements was proposed in July 2022, after the
financial end-year (31S' March 2022) to which the bonus applied i.e. if
approved, it would apply retrospectively to the previous years’ bonus plan. It
is usual for bonus metrics to be agreed before the start of the bonus year,
which in this case was March 2021. I had not ever seen a bonus metric be
proposed and amended in favour of Executives, who recommended the
change to benefit themselves, after the financial year was closed. This
contradicts most remuneration governance and HMG governance on this
point.

POL Management'’s recommendation was inconsistent and misleading; the
rationale for the increases were stated as retention, motivation and alignment
with other schemes etc. but these points were not examined collectively or
individually to the degree I would normally expect by the Remuneration
Committee, and/or were misleading. I was also told that the truth was being
obfuscated; the historical position/analysis which had been requested by the
Remuneration Committee and put into a table format had not been included in

the meeting agenda. This document clearly showed that POL Management

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45.

46.

(the CEO & interim CPO etc), had only ever had the multiplier added to 20%
personal element. Instead, POL Management ‘talked to the document’ and in
doing so did not fully explain or declare the fact that Executives and GE had
historically only had a multiplier added to 20% of their personal element, not
the whole 100%. It was this behaviour that shocked Paul Wood (and as I
understand, it also shocked the part-time remuneration consultant) and
resulted in him complaining to me.

The CEO (Mr Read) and CFO (Mr Cameron), as ministerial appointments,
were being included in a general paper proposing the changes to the POL
Executive and to other employees. As they were included in a general paper,
the detail and scrutiny specifically required for the ministerial appointments
was not documented. For example, POL Management were arguing the rules
were ‘ambiguous’, but this point was not scrutinised, neither were the terms of
employment issued to the CEO/CFO documented. The Articles of Association
require the Shareholder to approve the remuneration (including STIP and
Long-Term Incentive Plan (“LTIP”)) of ministerial appointments. A letter shared
with the Shareholder on the proposed change, was noted as ‘unclear’. For
clarity, the CFO did not benefit from this change, as he did not receive a high
enough performance rating.

POL Management both submitted the proposal to apply the multiplier (which,
to confirm would have the effect of increasing their remuneration) and were in
attendance in the Remuneration Committee meetings when discussing this
proposal. POL Management had created numerous documents, to propose

changes to bonus metrics etc., and attended the Remuneration Committee

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meetings over the course of the previous 3 years (which affected their own
pay and bonus). This is highly unusual practice.

47. POL Management (the Interim CPO and CEO) personally benefited from this
proposed change by c£7000 and c£30,000 respectively. This conflict of
interest was not highlighted nor formally recorded in the Remuneration
Committee minutes.

48. ARemuneration Committee action on 26th July 2022 was to make a
“RECOMMENDATION” to the Shareholder for this change in the application of
the multiplier from 20% (personal element only) to now apply the multiplier to
100% of bonus for the CEO (the CFO did not earn any additional bonus).
Again, changes to pay or bonus of the CEO or CFO, are strictly governed by
the Articles of Association, as both were ministerial appointments, where it is
mandatory to seek Shareholder approval before any changes are made.
However, within two weeks of the Remuneration Committee which asked for it
to be recommended, all payments were processed in the August 2022 payroll
to all individuals, including Mr Read. I understood from Paul Wood (who
refused to process the payments) that my predecessor authorised her Head of
HR Shared Services/Payroll Manager to process the payments, without
receiving formal approval from the Shareholder. This raised alarm bells with a
number of people and remained an ongoing ‘open issue’.

49. Atthe end of January 2023, and following Nick Read's threats to resign, David
Bickerton DBT Director General, sought Treasury approval for the multiplier
payment, as a gesture to placate Nick Read. This approval eventually came
through around March 2023. However, it still remains an open issue in that

the table was removed from the Remuneration Committee update and as

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such the accusation, was that the Remuneration Committee and the
Shareholder had been misled.

50. The total cost impact of this 100% bonus multiplier amounted to an additional
£220,000, however, there was no linked accrual set aside. POL Management
proposed using the existing surplus on the normal bonus plan to fund this, but
any change of rules impacting the business costs by £220,000 should in my
experience, have the explicit approval of CFO and/or Audit, yet this approval
was not documented.

51. Mr Cameron, the CFO, was chasing me for confirmation of the “unapproved”
bonus elements for inclusion in the Annual Report and Accounts (“ARA”). Mr
Read said initially it was a ‘red herring’ and we should not have to share this.
Mr Cameron naturally became quite agitated over the lack of information and
was putting me under a lot of pressure. I eventually told Mr Read that I
needed to communicate the information to Mr Cameron, which I ultimately did.

52. During December 2022 to March 2023, I raised numerous concerns with Mr
Read, Mr Staunton, the Chair, the Remuneration Committee chair (Ms
Harrington) and the UKGI board member (Tom Cooper), over specific
remuneration governance issues, as well as the extremely wordy and
complicated Remuneration Committee papers (and bonus schemes) that had
been submitted by POL Management in the previous year. That ‘ambiguity’
was being used to increase payments, rather than err on the side of caution.
This sentiment was one strongly relayed to me by Paul Wood, the previous
Rewards Director. I felt that my predecessor's role was too influential, and
she was taking advantage of Ms Harrington, the Remuneration Committee

chair, who was known to be less experienced given it was her first

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53.

Remuneration Committee Chair post. In my experience, these complaints
should have been further investigated.

d) 50% bonus — Retention Mechanism

My predecessor had given me the 22/23 Executive ‘bonus letter’ (for the CEO
& CFO) which highlighted the bonus plan for the current year and required
Treasury approval. I was told by her that if the new bonus plan for Nick Read
was rejected (highlighted in the letter which was sent to the SoS in November
2022) I was to then submit this letter to Treasury to gain approval. I clarified
the proposal had been approved by RemCo with Lisa Harrington and she
confirmed it had. I therefore sent this to UKGI in February 2023. A new metric
had been included in this plan, which provided an additional 50% of bonus
earned in 22/23, to be added and paid in the following years’ bonus 23/24, to
act as a retention mechanism. I said to Ms Harrington that I could not see any
evidence of a retention issue, other than the CEO being a risk, and in view of
the recent rejection of his increased pay/bonus proposal, I doubted that
Treasury would approve this. She was also doubtful this element would get
approved. In March I had a call with Roshana Arasaratnam from UKGI, who
reported to Tom Cooper, who confirmed that Treasury were not happy with the
50% additional retention bonus being included in the Executives bonus plan. I
suggested to her, for the sake of expediency, to remove the metric and that
Tom Cooper and I should go back to Ms Harrington/Remuneration Committee
to explain this. This continuous pressure on amending bonus metrics felt
totally unhealthy and I mentioned to Henry Staunton that it felt like a game
was being played where POL Management were using ambiguity and/or

various angles to increase bonus.

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54.

55.

56.

e) Transformation Incentive Scheme (“TIS”) Bonus Metric

In April 2023, POL faced public criticism for paying the TIS bonus element in
FY 2022. POL Management had not sought the appropriate inclusion and
approval from Sir Wyn Williams’ team, as the bonus was linked to the Inquiry.
The paper submitted on this metric, which confirmed the target was met, was
written by POL Management. There has been significant reviews conducted
into this payment, without any accountability being identified — the only step
taken being the recipients of the bonus repaying it. This reinforced further
concerns over the role of POL Management in Remuneration Committee
meetings in influencing bonus decisions.

I was asked to attend meetings on the TIS bonus payment, on one occasion
with circa 6 lawyers, to try to explain how and why it was paid. My concern
was on the pattern of behaviour that was emerging over bonus payments,
bonus design and bonus targets amendments. I was also worried that I was
going to be in some way implicated in this even though I had not been
employed with POL when the payment was made.

On several occasions I complained to Mr Read and others about the
obfuscation and complexity in Remuneration Committee papers and minutes,
which resulted in bonus payments being made, potentially unlawfully, and the
ongoing excuse of ‘ambiguity’ in favour of increasing bonus payments. Mr
Read admitted to me — and to 3 other GE members - that he felt he had been
‘played’ by Ms Williams. I had already spoken to Mr Staunton in January 2023
about my nervousness around poor governance and did so again early May
2023 when the TIS metric came to light. Mr Staunton suggested that I pick

this up with the new Remuneration Committee chair, Amanda Burton.

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57. I tried to speak with Amanda Burton on two occasions concerning these
matters. The first occasion was at the end of April 2023, where she wanted to
understand more about the TIS metric as part of her investigation. I pointed
out that she needed to contact Paul Wood and the previous Rewards
Consultant, Sharon Mattingly, as they would be critical witnesses and would
be able to help. I said there were other bonus payment, which they would
also highlight, and that there was more than just TIS to investigate. Amanda
Burton was adamant that she only wanted to focus on TIS. Even though Paul
Wood was the Rewards Director when TIS was approved, she did not contact
him. Again, around about 12th May 2023, I had a call with Amanda Burton,
where I said to her, I wanted to discuss a potential whistleblowing matter and
that Mr Staunton had suggested I speak with her. She simply closed me down
and said she could not get involved as she would need to remain
independent. I tried to persuade her to listen, but she was insistent on not
wanting to hear any more from me. I was the only senior female on the GE,
and I was hoping for her support and help (Ms Harrington, the previous
RemCo chair, by contrast, would have listened and reached out). I felt let
down by her. I resolved to raise all my complaints formally with the
Chairman Mr Staunton on 23" May 2023 (Letter from Jane Davies to Henry
Staunton regarding ‘Strictly Private and Confidential’ dated 23 May 2023.
POL00448687) over Remuneration Committee non-compliance and other
governance and compliance matters.

CEO Pay

58. Firstly, I would point to a letter sent to the Secretary of State on 11th November

2022, approximately two weeks before Mr Staunton and I joined POL. That

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letter addressed a demand for a substantial increase to Mr Read's package to
provide him with an increase of c£300k to his on-target fixed and variable
reward package, with a stretch increase of cE600k. There is significant
correspondence on this topic, recording his dissatisfaction with his current
package. It also confirmed that two previous proposals had been taken to
Paul Scully and Kwasi Kwarteng in the preceding year, which had been
declined due to the ongoing Inquiry and the context of the public pay freeze.
It is worth noting that a UKGI representative and another Board Member had
confirmed these attempts to secure increases in Mr Read's pay in the course
of the previous year were backed up in each case by threats to resign. I noted
Tom Cooper said to me, “Nick [Read] had cried wolf at least 3 times”. It
surprised me with all of his threats to leave that the Board had not put
together a succession plan to mitigate the risk of Mr Read leaving.

59. There are over 30 email/teams exchanges in December and January 2023
concerning Mr Read's pay. In an email, dated 16th December 2022, Mr Read
wrote; “I think the SoS needs to understand this is not business as usual”,

“can the business afford to be rudderless’, “..(my) bonus situation is

intolerable”, “no reward, no incentive, and no retention scheme...frankly this
feels reckless”. In December 2022, Mr Staunton confirmed to me that Mr
Read had entered his office and was threatening to immediately resign; Mr
Staunton had to appease him, by offering him an incentive to stay, but it was
clear, Mr Read was ready to leave at that point.

60. On 10th January 2023, Mr Staunton, who was at least initially supportive of Mr

Read's requests for increase remuneration, particularly in view of his threats

to resign, met with the Secretary of State. He raised the question of Mr

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Read's pay but got “short shrift’. Following that meeting, Mr Read was
“incredibly despondent and let down” as observed in emails. It was made my
priority to put together a second proposal working with UKGI. On two Friday
evenings in January 2023, I received messages from Mr Read, complaining
the revised packages would not be good enough, he was irritated. “You have
forced me to seek advice”, “You and Henry have some urgent thinking to do”
“we will end up in a real self-made mess’. I offered to set up a Sunday call
between him and the chairman and Mr Read responded, “I am afraid this
situation has moved beyond Sunday evening chats”. (Quoted from email from
Nick Read to Jane Davies dated 22 January 2023. POL00460665). (Email
from Nick Read to Jane Davies dated 20 January 2023. POL00460664), Mr
Staunton and I met with Mr Read on 23 January 2023. The full meeting was
documented. In summary Mr Read said; “I need to see progress. However, I
fear that there will not be any progress...! am prepared to submit a formal
grievance and or make a claim for constructive dismissal. I have gained
advice on my legal position and PR advice on how I intend to handle this.
There is always a huge diatribe about what I am paid’...“The irritation is
profound”. Mr Staunton asked, ‘what would it take to keep you” and Nick
Read set out his expectations in terms of a pay increase, an increase to his
bonus % and “then decide how long you need me for, a retention in 3 years
would be meaningless. It needs to be meaningful, and I expect a retention to
31st December 2023”. He said he was “immensely frustrated” and has not
been considered a priority; that he wants to run the business, but “not under
any circumstances”. At that meeting, Mr Read also heavily criticised Tom

Cooper as “pick, pick, picking away” (I believe this is because Tom Cooper

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would challenge POL Management on remuneration changes and this irritated
Mr Read) and asked for him to be removed. There have been a lot of
questions over Nick Read’s threats to resign; in my experience, anyone
threatening “constructive dismissal” trumps threatening to resign, as
constructive dismissal is where an employee resigns and then pursues a legal
claim against the organisation for breach of contract.

61. The following day, Mr Staunton and I met with a sub-Board group, to share his
comments, that Mr Read was threatening to resign and claim constructive
dismissal. I presented them with a new proposal to increase his remuneration
(in line with Mr Read’s suggestion), which they approved. The following day,
25 January 2023, Mr Staunton and I met with the CEO of UKGI and the DBT
Director General, confirming the same message previously delivered to the
POL Board, that Nick Read was threatening to resign and claim constructive
dismissal, and that we needed to urgently gain approval for an increase to Mr
Read's remuneration, to retain him. The latter request was rejected later that
day by the Secretary of State. Henry Staunton sent an email to Mr Read
confirming what was agreed (subject to Treasury approval); a “5% salary
increase, and LY (last years) bonus need not be repaid...subject to Treasury”
agreement (this was a reference to the unapproved 100% multiplier bonus
payment). Mr Staunton confirmed it was a “deeply disappointing” response
(Email from Nick Read to Jane Davies regarding BEIS/ UKGI response dated
26 January 2023. POL00460666).

62. Mr Read regarded the final offer of 5% increase as derisory and insulting. The
following week, I continued to work with Tom Cooper, UKGI to submit a further

new retention plan for Mr Read (the third attempt in January 2023) but save

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for a pay rise aligned to the workforce (5%), this proposed increased
remuneration package was also rejected.

63. At this point I was very relieved that we had a decision on his pay, and
believed this would now allow me (and him) to get on with delivering on the
key aspects of my role. I said to Mr Read that if he had any further concerns
relating to his pay, he should direct these to Mr Staunton, and not me. I said
to him that he needed to now park this subject, and we should now start to
focus on the issues affecting POL.

64. He was deeply unhappy. I met with Mr Read on 26" January and had a
strained meeting with him. I sent a text message to Mr Staunton thereafter
saying that Mr Read was being ‘odd’ and had refused to properly talk to me. I
had said to Mr Read, he was prepared to “press the nuclear button last week,
and leave” if he did not get a pay increase, I wanted to understand where his
thoughts were at. He said that he has his contract (of employment) and he will
be deciding what action to take, that he was not prepared to talk to me about
it. I knew he was going on a 2-week trip to Singapore the following week, and
hoped this would provide him with time to reflect, adjust and return focused on
the job in hand.

65. Atthe end of January 2023, I talked to Mr Staunton about succession planning
risks relating to the CEO and suggested we build some contingency in view of
Mr Read's unsettled behaviour. I suggested we do a “light” search of the
market and or review one of the GE members stepping up (i.e. Owen
Woodley). Mr Staunton asked me to hold fire on this.

66. This deep frustration and desire for more pay, in my view, spilled into wider

remuneration issues, which resulted in a number of proposals and

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67.

recommendations to the Remuneration Committee which Mr Read personally
sponsored, influenced or attempted to influence increased bonus payments
for him. The latter appeared to be a pattern of behaviour which was centred
on maximising his own pay, not erring on the side of caution and not taking
into consideration the wider inequalities of pay in POL or the significant issues
associated with compensating the wronged SPMs.

From February 2022 onwards, Mr Read regarded me a failure for not getting
the remuneration increase. What followed was a deliberate campaign to
defame and ostracise me. Upon his return from Singapore, he was very
difficult to deal with. I met him, along with the new Rewards Director, lan
Rudkin, on his first day back to propose the new bonus structure for 23/24,
which we had built up with metrics aligned to our discussions with SPM NEDs
and others. I was very keen to focus on SPM Remuneration, HQ costs (which
needed reducing) and revenue growth. He was very dismissive and short with
me; he did not want to discuss commercial targets, saying we are a social
organisation and he was simply not prepared to discuss a scheme with
‘commercial metrics’. I left the meeting feeling quite concerned at the change
of tone, and the following day I text lan Rudkin to say; “Did I hear correctly,
that we are a social organisation, not a commercial businesss and we don’t
want to see revenue growth or cost reduction targets”, lan Rudkin responded
“Afraid so..”. I then said “Re-read my job spec at 5am..talks about growth,
culture, organisational effectiveness, nothing about it being a social
organisation”. Mr Read had returned from holiday and was bitter over not

getting a pay rise, which would have been positioned by the Shareholder,

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because we are a public sector ‘social organisation’. It felt he was now
throwing his toys out of the pram.

68. That week, I also sent Mr Read a lengthy email outlining a number of serious
compliance and governance issues, along with updating him generally, which
he ignored. Towards the end of that week, I have seen an email from him
where he said “Jane ...is accidentally managing to wind up GE colleagues.” I
have no idea what this refers to, but it was evident that behind my back, he
was starting to defame me.

69. From my perspective, his charm had been replaced by someone who was not
authentic or honest and importantly who lacked genuine concern or care for
others, including employees, hard-working post masters and those that had
been wronged. The role that I was being asked to do looked nothing like the
role that had been sold to me when I was recruited. It was clear that the
cultural change that needed to start with the senior leaders, psotmasters
remuneration, SPM compensation etc, was simply not high on Mr Read’s
agenda.

70. From thereon in, Mr Read held a negative and sexist attitude towards me; he
deliberately excluded me from key meetings and/or ignored my contribution
on critical areas; over the course of January 2022 to end April 2022, there are
over 12 emails with presentations/attachments along with numerous other
updates, which he failed to appropriately acknowledge or ignored.

71. On 22nd March 2023, Mr Read came into my office. He was again aggressive
and agitated and said he wanted a word with Mr Staunton and me; he was
clearly very angry. He told us that he felt he was being played, he was being

used and being treated appallingly. His bonus had not been confirmed for the

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current year and he demanded that this was sorted within the next 2 weeks.
He also said he was not prepared to continue working with Mr Cameron
(POL's CFO at the time). He described their relationship as ‘toxic’; and
demanded that we exit Mr Cameron. At 7.04pm I followed up with an email to
UKGI and DBT to Tom Cooper and Lorna Gratton (cc David Bickerton,
Charles Donaldson, Henry Staunton and Lisa Harrington) which outlined Mr
Read's concerns, saying he is feeling ‘totally undervalued” and that he is
threatening to “put a grievance (again)”.

72. I found his behaviour and comments quite shocking, particularly because the
bonus schemes for everyone else in the POL organisation had not been
communicated that year, as the sole focus for remuneration matters by him
and my predecessor, had been on Mr Read and his own remuneration
increase (not on communicating bonus plans for the rest of POL employees).

73. Atthe Business and Trade Committee (“BTC”) in June 2023, and again on
27th February 2024, MP lan Lavery asked about his pay, to which Mr Read
replied on both occasions “I do know that I am well paid”. Again, at the BTC
on 27th February, Mr Byrne, asked the question of Mr Read “have you ever
tried to resign” He replied “No”. I do feel that Mr Read’s response shows a
lack of genuine integrity and truthfulness.

74. A further remuneration governance breach, related to my predecessor Ms
Williams who was on a full-time equivalent pay greater than the basic pay of
Mr Read, and as per HMG Governance this arrangement should have been
approved by the Chief Secretary to the Treasury (“CST”). I understand
however that no approval was recorded in relevant Remuneration Committee

minutes and nor was the Shareholder notified of this situation. I also noted in

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75.

76.

77.

September 2022, when POL Management (CPO and CEO) were asked to
present all senior manager changes (leavers, starters, change to
roles/salaries etc) within the last 18 months, that Ms Williams (who had a
change of position, from full time to part time, and the increase in salary), was
omitted from that paper. Ms Williams was also working full-time for another
business whilst at the same time working 16 hours per week for POL. This
was in breach of the POL Executive contract of employment, which states that
we need to be dedicated full time to POL.

In February/March 2023, Ms Harrington, the Remuneration Committee Chair,
confirmed to me that she had clearly instructed Mr Read that there should be
no ongoing post-employment bonus arrangements for Ms Williams. When Ms
Harrington learned there was an LTIP in place for her, she emailed Mr Read to
flag this situation. Mr Read responded to this email privately, despite me
asking him to copy me into any response. I am still unclear as to whether Ms
Williams received post-employment bonus arrangements, despite there being
a clear instruction from the Remuneration Committee Chair not to.

The above examples clearly show failings with POL’s existing governance
structure; individuals being allowed to systematically break the rules and for
personal gain.

All of this was taking place whilst wrongly accused SPMs were still awaiting
compensation, and whilst hardworking SPMs were unable to earn a decent
living. After my first 8 weeks, it was these matters that grew to concern me the

most.

Governance issues - engagement of staff

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78. Onmy first day of employment with POL (1 December 2022), I was made
aware of the practice, employed mainly by the IT department, of “flipping”
permanent employees to contractors — exiting the permanent employee
(sometimes by way of settlement agreement) and re-engaging them as self-
employed consultants / contractors.

79. Zdravko Mladenov was a GE member and the CITO Director primarily
responsible for this poor practice. I wrote to Mr Mladenov to outline my
concerns with this practice twice in December 2022 (Email from Jane Davies
to Zdravko Mladenov, Tim McInnes and Alisdair Cameron regarding ‘Moving
to a Day Rate Contractor’ dated 22 December 2022. POL00460661) (Email
from Jane Davies to Zdravko Mladenov regarding ‘Moving to a Day Rate
Contractor’ dated 29 December 2022. POL00460662). I explained that this
was highly unusual, non-compliant with a number of POL’s policies, and
created risk with HMRC. I explained more broadly that it was not an
appropriate talent strategy for POL and could lead to negative PR. Mr
Mladenov had previously worked at McKinsey, where I understand he was an
excellent business consultant, but I felt his experience meant he would tend
operate independently (in a silo) and without thinking about the impact of his
decisions on the wider governance and impact on the POL ‘enterprise’. I felt
he needed some ‘executive’ development and coaching (this was part of a
discussion I had with Mr Read in December 2022 on the executive). I also
escalated this to Mr Read on three separate occasions, in December 2022,
January 2023 and February 2023 (example Jane Davies to Nick Read

regarding concerns. POL00460669). Mr Read did nothing about either

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stopping this practice and/or educating Mr Mladenov; his messages to me

reinforced and allowed the poor practice to continue.

80. This that practice of “flipping” was in breach of several POL and HMG policies;
Management of Public Money Guidance; (a) once “flipped”, full-time
employees went from modest salaries to exorbitant daily rates of 2 to 3 times
their salaries, which did not represent value or proper management of money
from POL; (b) the contractor roles were not subject to a formal review or
approval on daily rates (as would have been the case with permanent staff),
and as such, the department on many occasions agreed excessive daily rates
with the individuals (who were friends and former colleagues of many of the
current department employee or contractors) and (c) POL was losing its
permanent talent to contractor status, resulting in additional ‘back fill’ costs to
POL.

e Public Sector pay guidance clearly spells out that severance payments
cannot be made to cover up and / or prevent individuals from speaking out
on a wrongdoing. It seemed to me that in a number of cases the use of
severance payments / settlement agreements was used for precisely that
purpose.

e Public Procurement Regulations: POL has a legal requirement to comply
with PPR and the PCR 2015 Regulations, which were being breached,
specifically in relation to contracts over £213k which must be published on
Find a Tender Service. I do not believe that this was routinely happening.

e POL Recruitment Policy; which states that POL will not re-employ (or

engage as a contractor) anyone that had left POL through redundancy,

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81.

settlement agreement etc. I discovered that this breach of Policy was
happening widely across POL.

e HMRC risks; In December, I was informed that we had a significant
existing open HMRC investigation (which could result in fines of up to
£50m) into contractors and the rule of ‘substitution’. It was clear from the
decisions to flip permanent employees into contracting status, was leaving
POL even more exposed with HMRC.

e Employment legal risks; one of my direct reports had raised a formal
grievance over the poor compliance with procurement rules, the
recruitment policy and public spending. She later was going to resign,
claiming constructive dismissal, as two of the role(s) which were being
converted from permanent to contractor, involved two members of her
staff, who were being moved into what looked like the same roles (from
HR to IT), hence she felt her own role and responsibilities were being

eroded.

I was personally aware of the following specific scenarios in which “flipping”

took place, but as above I understand that this was a practice that was much

more widespread than these instances:

e A ‘Talent/Recruitment Manager’ who was eaming circa £70k, resigned in
November 2023 and immediately returned on an agency agreement, and
was paid a £20k month retainer/£240,000pa i.e. over the £213k limited
defined in the PCR 2015 Regulations. I made Mr Read aware of the detail,
but he refused to step in or take any action. He told me on more than one

occasion ‘I do not want us to challenge spending in [Zdravko Mladenov]'s

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area’. My emails pointed out that the IT department was out of control with
spending and decision making.

e Asenior IT manager who was earning circa £120,000 had been with POL
for 7 years, whose employment (I understood from colleagues after the
event) was terminated under a settlement agreement, He was then
brought back the following week on Monday 1 February, on what I
understand was a £1,500 per day as a contractor (£30,000 per month or
£360,000 p/a). Mr Read denied knowing anything about the costs and
when I updated him on the costs, he still did not intervene. In May 2023, I
saw email trail and exchanges between Mr Read and Mr Mladenov
backdated to November 2022, that revealed Mr Read did know about this
arrangement, about the settlement agreement, about him returning as a
contractor and endorsed it. It was documented that this was a deliberate
course of action, to avoid the person concerned taking out a grievance or
legal action against POL.

e There was a further case concerning an individual who was a junior Talent
Specialist, on circa £35,000. She administered the Contingent Workforce.
She had been offered a day rate contractor role on £550 per day (£120k
p/a) in IT in a role the same as her permanent day job. I raised concerns
around the lack of a recruitment process/or recruitment requisition. This
did not appear to be a legitimate contractor in line with HMRC regulations,
plus the rate was inappropriate and not aligned to the Management of
Public Money guidance. I believe there are several emails on this matter
between the HR function and the IT function. Mr Mladenov escalated my

concerns to Mr Read, who in turn, then sent me a message saying, “this is

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ridiculous” and “find a compromise”, rather than the CEO stepping in and
putting a stop to this ridiculous practice, he wanted me to compromise my
stance on good governance.

I also formally raised and summarised my concerns over these breaches
of policy and lack of governance in a letter to Mr Staunton in May 2023,
but I understand no action was taken at that stage either. I am unsure if

this is still a practice which continues to this day.

82. There were further, separate complaints I raised with Mr Read and Mr

Staunton in respect of significant contractual, policy or conduct breaches

regarding staffing, as follows;

Breach of Recruitment Policy; In my first month, it was brought to my
attention that we had recruited 48 ex-employees (many who had been
previously made redundant) to support the HSS and compensation claims
for Postmasters. Some of these recruited ex-employees had previously
been working on prosecuting Postmasters (32 colleagues), which I felt was
especially inappropriate and in many cases was breached POL’s
recruitment policy. Before I joined, a complaint had been lodged against
the leader of the HSS, for failing to comply the recruitment policy. This
review of recruitment of ex-employees was known as “Past Roles”, or
“Project Phoenix”, which I will address this later on in this statement.
GDPR Data Breaches: Two significant data breaches reported to me by
the Data Protection team, but not investigated relating to:

1. My predecessor, Ms Williams sent circa 12 POL documents and

external senior candidates CV’s (without permission) to her home

email and proceeded then to delete the last six months of emails,

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documents and Teams messages etc. from her account/PC on
termination. In light of the governance issues relating to
Remuneration Committee and previous bonus payments, which
would have involved email exchanges with numerous people, this
was a serious breach of data protection policy, which was raised
with me by the Data Protection Director, who worked for Ben Foat.
No action was taken.

2. The second data breach concerned Helen Rhodes, Head of HR
Shared Services, a direct report of mine, where the Data Protection
team (and Director) had informed me after she had left the business
that there were several significant data breaches, including but not
limited to; a) accessing medical reports b) accessing anonymous
opinion surveys to see who had completed them c) personal data
being sent to an external email address and not reported in line with
the Data Protection policy etc. After she had left POL, she “wiped
down” her PC and all data, something that the Data Protection
Director said they had not experienced before. Helen Rhodes had
also processed two non-compliant and highly unusual payments in
payroll in December 2022 and January 2023, which were not
approved by me; the detail of these payments was also deleted.

83. These breaches were not investigated, despite me formalising these issues, in
writing, to both Mr Foat (Legal Counsel) and Mr Read on more than one
occasion. I also raised these points with Mr Staunton in my letter to him of 23
May 2023, and in my later Speak Up complaint from September 2023 (Speak

Up Complaint. POL00448690).

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84. I feel strongly that a governance system that allows such flagrant breaches of

policy and procedure cannot be fit for purpose.

Governance issues ~ other notable issues (money and spending)

85. I have made disclosures on numerous occasions to Mr Read about other
governance issues not specifically addressed above, including the lack
controls on spending, the wanton disregard for public money and non-
compliant decisions, the out-of-control behaviour of key members of the
Group Executive, resulting in some cases, breaching POL policy and the law.

86. I have raised concerns over the impact on POL and negative PR. I have also
raised these with Mr Cameron (former POL CFO) and understand that Mr
Cameron also raised his own concerns in this respect to Mr Read separately. I
further formally raised these concerns with Mr Staunton. I believe that my
complaints were seen as undermining the CEO, Mr Read, who thereafter
side-lined my role, ignored me, treated me differently and then ultimately
dismissed me following unfounded claims against me.

87. The government expects all parts of the public sector to use public money
responsibly and to ensure services and costs are proportionate, justifiable and
deliver value for money for the taxpayer, and I felt that POL failed to deliver on
this requirement in many respects:

e I spoke and emailed Mr Read on many occasions across January and
February 2023 about the spiraling costs in the IT department, on contractors
(Email from Jane Davies to Nick Read dated 1 February 2023.
POL00460667), regarding the NBIT programme, where the IT department

spends were referred to as “a free for all”.

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e I suggested in an email January that the costs which were put forward for the
retail transformation people costs, looked excessive. I said in my previous
company, we had brought in EY to review a major ERP implementation, the
programme and costs and that I feel POL should also think about a third-
party review.

e In January 2023, I attended a governance committee meeting, along with Mr
Cameron and other members of the GE. The meeting was to have a
programme update from the NBIT programme team. At that meeting we
heard the deputy programme director had resigned, due to the ‘toxic’ culture
in POL, she felt members of the SLT that attended the programme update
meetings were ‘deliberately setting her up for failure’. After that meeting,
Mr Read told the GE that he was disbanding the governance structure of the
NBIT programme and would be replacing it. When I left on 30th June 2023,
there was still no governance structure in place, yet the costs of the NBIT
programme were spiraling. I am aware that Mr Cameron wrote a letter to Mr
Read in March 2023, prior to his appraisal, outlining his concerns over
governance. I understand that his note highlighted the spiraling costs and
lack of governance in IT. Mr Read reacted in an extremely emotional and
angry way over Mr Cameron’s message. Mr Read called me into his office,
instructing me to remove Mr Cameron immediately. I had to ask Mr Read to
calm down and show me the note. However, he would not show me the
letter from Mr Cameron.

¢ On 23rd March 2023 I received an update from one of my direct reports who
had listened to Mr Mladenov briefing his IT team on the NBIT programme roll

out. The feedback from the team highlighted that the IT team felt the truth

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about the NBIT roll out, programme timelines, and by implication costs etc
was being withheld from them. Anonymous questions came back from the
team, who were asking ‘If we as POL staff are blocked from the truth of NBIT
delays and “robustness” then how do you think our lack of transparency to
SPMs will look to the Inquiry?” The questions also stated “How many SPMs
know about the state, scope and timeline of NBIT?...They have a right to
know’, and further questions asking for more clarity on the plans for R2 and
R3. (Screenshot — Q&A slide from NBIT programme roll out briefing.
WITN11650103). This was reinforced by wider feedback across POL, that
the Board were not being provided with the truth on NBIT progress (which
included significant cost impacts). Mr Cameron raised similar concerns with
me, that the full costs were not being escalated to the Board. I contacted Mr
Read to update him and to suggested he would want to investigate the
matter and to get under the detail of the NBIT programme progress (at this
point, NBIT had been without any governance for nearly 2 months). These
appeared to be serious allegations about the lack of governance and
transparency (costs and timelines) of the NBIT programme. These
complaints from the IT team were ignored. I also felt Mr Mladenov was
struggling and needed some help and support.

e« Onmy first day, Mr Read asked me to intervene in a significant operational
matter, where we were converting our contractor population of £30m spends,
from one umbrella arrangement (Al) to Morsons. About 50% of the
contractors had refused to sign the new contracts and were operating
without any governance. I was told by Mr Read on several occasions not to

focus on costs especially in IT (despite a high-level review on contractor

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costs revealing that we were over-spending by c£7m on resources we did
not need).

e POL employed Mr Mladenov, along with a second IT director Jeff Smyth,
both were on significant packages. In Remuneration Committee minutes,
there was an action to make Jeff Smyth redundant in March 2023. He had
been responsible for the Belfast Exit (a programme to move the Horizon
system data centre from Fujitsu) which had failed and I was told had cost
POL c£30m. Jeff Smyth would openly admit that he was spending most of
his time as an observer at the Inquiry. I emailed Mr Read on at least 6
occasions, to discuss and agree the redundancy of Jeff Smyth. I believe
email correspondence exists between Mr Read and I where he confirmed
that we need to keep Jeff Smyth, ‘we need to look after him’ was his
response; despite there being no meaningful role. This is an example,
which resulted in a widely used comment ‘jobs for the boys’, that came out of
the engagement surveys and the feedback from the British Institute of
Ethics.

88. There were many other issues raised with Mr Read overspending which can
be cited, such as the out of control in-year salary increases (which added up
to £m’s of additional in-year cost) etc. As the responsible officer for public
spending, I expected him to be interested in the detail of these issues.
However, apart from making the occasional idle comment, there was no
appetite from Mr Read to control spending. I felt that in raising these matters,
my intention was to help him resolve them, but I believe that Mr Read was
seeing me as someone who was shining a light on poor management

behaviours and took it personally.

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Governance issues - other notable issues (lack of ethical conduct and behaviour)

89. Aside from the issues I found with POL’s corporate governance arrangements
in respect of finance, use of public money and compliance with POL and
governance and policy, I also noted that POL’s governance arrangements also
failed to prevent a number of unacceptable and unethical behaviours at the
top of POL:

e On 2nd March 2023 in a 1-2-1 meeting with me, Mr Read was very angry over
an incident the night before, where one of the senior commercial directors had
been extremely drunk in front of customers. Mr Read went on to say that the
customer had emailed him at 1am to specifically complain about the
unprofessional conduct. However, Mr Read did not want to investigate or take
any action.

e On 31st March 2023 a female Director who attended a GE meeting was (in
her words) ‘annihilated’ by the other GE members, including Mr Read; she
called me whilst I was abroad, in floods of tears. Her complaints centred on
the behaviour and/or actions by the male executives, which were felt to be
inappropriately challenging, undermining, aggressive and/or bullying, she was
in her words ‘thrown under a bus’. I sent Mr Read a note on this to complain
about the behaviour and unfairness and followed up with him when I returned.
He did not take any action.

e In December 2022 and in March 2023, I received complaints that an executive
was being particularly tactile when interacting with women, i.e. hugging and
kissing them inappropriately. I raised this directly with the executive in
December 2022, and updated Mr Read, who was already aware of the issue.

In March 2023 I received an email by Mr Cameron which said two women in

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his team had raised complaints/felt uncomfortable about the same Executive,
that he had spoken to Mr Read, and now wanted such complaints formalised.
When I picked this up with Mr Read, he did not want to deal with this issue. I
reminded him that it was important that he acted and was taking the
psychological safety of women in POL seriously (this was a point raised in a
memo by our external advisers in March, which we discussed). He said he
was not prepared to deal with it, as there were so many other issues to deal
with.

e Mr Read's behaviour has at times constituted bullying, harassment etc.
against me. I felt he continued to undermine me and suppress me, despite me
delivering significant improvements in POL during my first 6 months, he grew
more negative towards me. I believe this is because I was making him feel
uncomfortable over the disclosures I was raising.

e Throughout my employment there were numerous formal and informal
complaints and grievances raised against the Group Chief Finance Officer, Mr
Cameron, by members of his team, other senior leaders and from female
NED directors. I will cover this in more detail later in my statement, but I feel
that Mr Read's failure to appropriately investigate and address his poor
behaviour, showed contempt for the range of women in the organisation who
had made such complaints, some who felt vulnerable (again, this was the
basis of an email from our external advisers).

e Over the course of my employment from December 2022 to May 2023, there
was a Clear pattern of behaviour which highlighted women generally in POL
were being treated very differently to men. I received at least 12 complaints,

raised directly and indirectly, from female senior leaders/directors and/or non-

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executive directors, who had raised formal or informal complaints/grievances
against male members of the Group Executive raising alarming concerns over
the behaviour and/or attitude from the male execs. This compared to just the
one grievance raised by a male director. Owen Woodley was the only
Executive to my knowledge that did not have any complaints raised about him
during that time. I understand that in POL’s recent engagement survey, over
30% of women reported that they have received “inappropriate comments’; it
seems the sexism which I witnessed is still not being appropriately tackled.

e In December 2022, during my first two weeks of employment, two women
physically broke down in front of me, explaining the levels of intimidation
and/or aggression they had experienced when interfacing with various male
Executives. In March 2023, another two women broke down complaining
about male executive behaviours. In May 2023, a further female broke down.
These were common occurrences, and all were recorded and/or reported to
Mr Read, yet no action was taken.

e Inthe October 2022 engagement survey, the anecdotal results (which had not
been disclosed when I arrived in December 2022) highlighted “favouritism”,
“lack of diversity” and “jobs for the boys” in the feedback. I also received an
update from the Institute of British Ethics (IBE) at the end of March 2023 (who
had surveyed POL employees in January 2023). They also confirmed that the
phrase ‘jobs for the boys’ was fed back from the employees they interviewed,
and that the leadership within POL was ‘self-serving and separate from us”
and there was “trust and communication” issues between leadership and the
wider population. ‘Jobs for the boys’ was a phrase I had heard many times in

my first few weeks, and I was told it specifically related to the way in which the

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90.

last four Group Executive appointments were recruited under Mr Read’s
tenure, and all being white males; the perception was that there was no open
recruitment process, that some were appointed from within and others from
his network. Also, that there was an ‘inner circle’ of men within POL that
protected each other. Further, that men at the top were not held accountable
and got away with poor performance or unacceptable behaviours. That this
favourtism directly resulted in women and those from a different ethnic
background being excluded from senior / Executive positions (as evident in
the composition of the Group Executive).
When I joined, I noted the Recruitment Policy on advertising was ambiguous,
and I therefore tightened this up during my tenure to ensure all senior roles
were advertised, to open opportunities up to a more diverse population, and
prevent recruiting from the same pool. It was very apparent that across the
organisation the policy was not being adhered to in a number of areas.
I must say that I remain shocked and upset about the response (or lack
thereof) I received to the many allegations that I raised with Mr Staunton in
May 2023, which were based on / a compilation of the many recorded
complaints about governance I made to Mr Staunton, Mr Read and others,
from the day I joined POL. Not one member of the Board reached out to me
to understand what was going on. I particularly felt let down by Amanda
Burton, for the reasons I mentioned earlier, but I was also disappointed by
Lorna Gratton’s lack of response. Her predecessor Tom Cooper had been
keen to ensure I would be a success, and he had taken time to help me
navigate POL. We had many 1-2-1 discussions and meetings. Lorna

Gratton, on the other hand, who joined POL in late February/early March

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91.

92.

2023, showed no interest in having a 1-2-1 meeting, in understanding the
challenges of senior women in POL, in supporting me with the issues I was
facing. She simply operated in an ‘ivory’ tower, and as such, she would only
ever have a sanitised version of the POL business, which did not reflect the
full complexity, the lack of trust and chaos of the business, and importantly,
the human issues involved.

Despite my complaint to Mr Staunton, no action was taken until I raised a
further complaint in September 2023, and even then the Board did not appear
to have looked objectively or curiously at Mr Read’s behaviour per se, his
involvement in Remuneration Committee, or his behaviour towards me as the
only woman (at that time) at the Executive level.

The results of the October 2022 POL Engagement Survey showed the worst
scores centred on executive leadership behaviour, where only 39% of POL
population ‘had trust and confidence in the senior leadership’ and only 39%
felt that ‘the senior leadership followed the ‘ways of working’ (Engagement
Survey 2022 Document. POL00448635). The anecdotal feedback highlighted
the poor behaviours from the men at the top of the organisation, lack of
trust/integrity, silo working, unaccountable, self-interested etc. During
January 2023 to April 2023, I developed a focus group with members of the
Group Executive to develop and agree a new POL Leadership Framework
(which focused on four behaviour capabilities to counter the negative
behaviours identified by the survey). I emailed/talked to Mr Read about this
several times, but I found it difficult to engage him and / or receive his active
sponsorship. This ultimately resulted in the cancellation of several meetings

with Lane4, a reputable consultancy, who I’d suggested we use to help

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develop the GE team and leadership behaviours. Having seen the recent
POL engagement results, I note that the scores relating to ‘trust’ in senior
leaders has significantly worsened which suggests there remain difficulties in
addressing the cultural transformation.

93. Again, to summarise, where corporate governance arrangements allow such a
toxic culture to thrive, I would strongly suggest that it is fundamentally
inadequate and in need of total overhaul.

Please describe the culture of POL at SEG level and set out your reflections as

to the ways in which the culture has or has not changed following the findings

of Fraser LJ in the Common Issues Judgment or resulting from evidence

arising in the Inquiry. Please reference any actions which POL has taken to

change the culture and include any reflections on how effective these changes

have been.

94. My employment with POL began after the Common Issues Judgment.

95. There was an acknowledgement within POL when I joined that culture at POL
needed to change, but there was not any sort of cohesive strategy as to how it
should be done.

96. Further, in respect of GE level, it was clear that there had been a breakdown in
several relationships between the interim CPO predecessor and members of
the GE and Senior Leadership Group. The overriding feedback I received on
joining was that whilst Ms Williams worked part-time (whilst she undertook
another full-time role within a different organisation), her priority focus was
simply on Remuneration Committee and not supporting the People Team or

the wider people agenda in POL. I received feedback from the Group

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97.

98.

99.

Executive and from members of my team that it was a relief that I had arrived,
so that I could help repair relationships and tackle cultural issues.

I was made responsible for driving cultural transformation in POL. From early
on, I had feedback from Mr Read that he was unhappy with the pace of
change in the cultural transformation. He told me on a number of occasions
to “sort out my team”, who he did not believe were performing. When I asked
Mr Read what he wanted to see in relation to cultural transformation, he said
we needed to build trust across POL and with SPMs.

I understood that to be the output, but I could not gain any clarity from him in
terms of what interventions were needed. He seemed to think tactical
interventions, many of them, delivered at pace, was the solution. This
resulted in plethora of initiatives on diversity & inclusion weekly events; the
startup of a ‘culture club’ which Mr Read attended monthly to discuss culture
initiatives with employees (such as the implementation of two annual
‘volunteering days’ for head office staff); the culture ‘hack’ team; the
introduction of Clive the Caterpillar initiative, which was a multi-coloured fluffy
caterpillar that was to be taken into meetings, and at the end of the meeting,
the teams would speak to Clive about culture. One initiative which was being
developed when I arrived, was to introduce an app, which would allow head
office employees to thank each other via “e-cards”.

I received complaints on the initiatives which had been introduced and/or
which were in development, that the initiatives “trivialised” culture
transformation, that the initiatives were being introduced without buy-in from

the business and that too many of the new initiatives were not “changing the

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dial” on culture. I believe an email exists between me and Julia Marwood in
February 2023 noting the same.

100. I discovered that the proposed app to send “thank you e-cards” was going to
cost £150,000, which in my experience seemed excessive and a waste of
public money. Against the backdrop of the complaints already received in
respect of culture transformation initiatives, I asked for this initiative to be
postponed whilst we re-think the cultural change plan. The decision to
postpone this App was the basis for me receiving 3 ‘speak up’ complaints from

, which Mr Read and Mr Foat treated as a serious

‘whistleblowing’ matter (I will refer to this in more detail later).

101. There was also significant feedback in the October 2022 engagement results
that highlighted poor leadership behaviour. The pervasive view in the wider
POL business was that given these results had not been specifically
addressed by the GE following their receipt, the GE must be trying to hide
from or ignore the results.

102. I found it very surprising that no-one at Board level had asked to see the
engagement survey results. When I mentioned this to Ben Tideswell around
February 2023, he suggested that I should come along to the July 2023 Board
meeting to update the Board on ‘culture and engagement’, the timing of which
demonstrated a distinct lack of interest in culture and downplayed the
importance of the results. It seemed to me that no-one considered these
results any type of priority and as I mentioned before, the Board did not
therefore appreciate the significant and ongoing lack of trust between SPMs,

colleagues and POL leadership.

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103. The leadership behaviours reflected in the Engagement Survey (39% had trust
and confidence in the leadership) (POL00448635), as well as the feedback
from the British Institute of Ethics, which all pointed to the biggest driver for
cultural transformation in POL being its leadership. This was also
documented in the in respect of operational improvements to POL process
and procedures document I had seen in January 2023. I am a strong believer
in the phrase ‘the fish rots from the head down’ and it was obvious to me that
Mr Read’s leadership and the behaviours of the GE as a team were
fundamentally the reason why culture change was not happening and why we
have the ongoing lack of trust. I believed that we needed to have set of
leadership behaviours, which everyone across POL was aware of, that would
be the basis for assessing individuals, through appraisals and 360 feedback,
and would form the basis of building strong role models.

104. As I will explain in more detail later in this statement, during January, February
and March 2023, I held many meetings with GE to try and discuss the
feedback from the survey and prepare a set of new leadership behaviours,
with great difficulty. However, we did produce a set of behaviours, which we
could at least use as a basis for further discussion and finessing.

105. I had organised a 2 day (8'" and 9‘ March 2023) offsite leadership meeting
with Lane4 (EY) to help support the GE through this programme of change.
There had been no ‘leadership’ interventions in POL for many years. In my
experience, having the top team together for 2 days, to have an open and
honest (and sometime painful) discussion on culture and behaviours, is

hugely beneficial.

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106.

107.

Two weeks before the event, Mr Read asked me to cancel it. This
disappointed many of the GE members. His argument was that the presence
of Mr Cameron would undermine the meeting. He wanted to postpone until
Mr Cameron had left POL. I felt we would never get this important leadership
meeting off the ground if Mr Read was not going to support it or was afraid of
facing into these issues. I sought on many occasions to speak and reassure
him about the leadership behaviours and the development programme, but he
became more unwilling to sponsor or be part of the programme. I could only
conclude that he was concerned either about his own behaviours being
scrutinised and/or, it suited him to keep us all divided, rather do something
that might start to unite us as one team.

Despite this setback, and as part of the drive to change culture, I organised a
leadership event on 20 April 2023 to c100 of SLG to present the engagement
results and the ‘you said, we did’ plan, as well as focus on leadership
behaviours. I also presented this similar content to the ‘all employee’ wider
business, on 27 April 2023 (although I had to modify and water down the
content for the latter event, which I will explain more about later). Detail on the

preparation for these events is set out further detail later in this statement.

108. As an aside, at the all-employee conference on 27 April 2023, the day before I

was on stage in front of 2,000 people presenting responses about POL’s
culture and our plans to improve leadership behaviours, I was told by Mr Foat
that an independent investigator would be contacting me on that day in
relation to the (in my opinion, vindictive) complaints against me — further detail

on these complaints is set out later in this statement.

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109. I challenged Mr Foat and asked why he was treating what were clearly a
political and/or personality difference between myself and two of my direct
reports as a formal ‘whistleblowing’ complaint. He said he needed to satisfy
the Inquiry, and questioned ‘what would Sir Wyn say if we did not investigate a
whistleblowing matter’. I said to him it was not whistleblowing, it was a
grievance from a close-knit pair of disaffected individuals, who the CEO was
unhappy with anyway and wanted removed, but Mr Foat insisted on referring
to it as a ‘speak up’ whistleblowing complaint.

110. The strain on me was enormous prior to presenting to 2,000 people on culture
change. I genuinely wanted to get on with my job, I really understood that we
needed to change culture and build trust with SPMs but couldn’t because of
these men at the top of the organisation, who were deliberately exaggerating
the complaints for their own agenda. I sent both Mr Foat and Mr Read several
emails and messages asking them to help me, that it was impacting my
health, but they chose to ignore me.

111. A fundamental issue is that POL does not seem to differentiate between
grievances and whistleblowing. This has led to complaints between
colleagues being pushed through a full, heavy-handed whistleblowing process
in circumstances where a more nuanced approach via a grievance policy
would likely have resolved an issue, much more amicably and without
mediation.

112. Afurther fundamental problem is that most investigations are managed by Mr
Foat and his team, and he has notoriously lacked any independence in
relation to Mr Read; in Mr Staunton’s terms, he was one of Mr Read’s

“henchmen”.

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113. In turn, this has led to a huge “fear factor” in the workforce; individuals will be

114.

115.

116.

being bullied, or be witness to bullying from others, and have significant
evidence to substantiate such allegations, but will be scared to actually raise
such concerns because they do not want to go through such an over the top,
stressful and adversarial process, which could ultimately, and most likely,
result in them having to leave POL.
It is almost an atmosphere that if an individual does put in a complaint, they
are essentially doing so on the understanding that their time at POL is over;
that they are prepared to leave because their role will become untenable
thereafter.
POL’s approach of quickly jumping to aggressive investigations, protecting
those in key positions and/or ‘the boys club’ has a significant ongoing impact
on POL culture. I had direct experience of this; and not only in relation to the
treatment of the complaints against me by two of my reports, but as briefly
referenced earlier, in my experience in joining POL, relating to Inquiry
updates. I also saw this in relation to how Elliott Jacobs was treated as well as
senior women, who had formalised grievances, who then felt they needed to
leave POL.
To recap, I signed an undertaking on 6" December 2022 so that I could be
allowed access to Inquiry matters and updates on joining POL. I then received
an Inquiry update at a GE meeting on 15 December 2022. Time then passed
before I was written to on 15 March 2023 to say that the Inquiry hadn't actually
officially approved my undertaking. My understanding is that although I
returned the signed undertaking, it may then not have been passed on by

POL’s legal team to the Inquiry team. In any event, I suddenly found myself

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117.

118.

being investigated by POL’s investigations team, who had been instructed by
their own department (the Legal team), to investigate a failure of compliance
(caused by the Legal team) in relation to the Inquiry protocol. I was told an
investigator would be appointed. I was told they would have access to my
PC/emails. I feel I wasn’t properly told at that point what I was alleged to have
done wrong (and as it transpired, the issue rested with the Legal team). In
March 2023, whilst this investigation was ongoing, I attended a GE meeting,
where Inquiry matters were due to be discussed. I raised that I had received
this letter and that there was an investigation ongoing, that I really did not
understand what I had done wrong. I was then asked to leave the meeting,
along with another individual, Martin Roberts who was in the same position.
We spoke to each other immediately after, and we both felt we were being
treated like naughty school children; it was utterly unnecessary and lacked
any common sense.

Ultimately, the investigation found no wrongdoing on my part, but I believe that
to even jump to a full investigation with an independent investigator
demonstrated a huge lack of trust in me as a GE member, as well as lacking
common sense. It was an incredibly heavy-handed approach which made me
feel guilty until proven innocent, when if just simply asked the question, I could
have just cleared up any confusion in an informal conversation. This approach
to investigations seems apparent at all levels of POL, and regardless of
allegation. I documented my concerns in emails to Mr Read.

I believe that the tendency to jump quickly to a heavy-handed investigation is a
product of the fact that the investigations team sits under the legal team in

POL’s structure. An investigations team should be independent and free from

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the potential bias of the legal team; I strongly believe investigations need to be
carried out in a department separate from the legal team and what would be
even better, managed by an independent external organisation.

119. I would like to make a general point in respect of culture here. Given the
publicly owned nature of POL, I understand that anyone appointed as its CEO
is essentially a public officeholder. As a public officeholder, that person ought
to abide by and demonstrate the seven principles of public life, known as the
Nolan Principles. In my time at POL my personal experience (and feedback
from others) was that the behaviour of Mr Read was often non-compliant with
all of these principles, and on occasion diametrically opposed to them.

Insofar as not addressed in response to the question above, please set out any

concerns (if any) that specifically concern the treatment of women at POL and

any actions taken in that regard.

120. I have set out more detailed concerns in respect of the treatment of women in
my responses elsewhere in this statement, but otherwise, generally, I believe
that the culture at GE level is poor towards women, or at least was poor
during my time with POL.

It seemed to me that the driver for this was the behaviour of the most senior
male members of GE. Many complaints were raised to me about the
treatment of female senior leaders/directors or NEDs regarding allegations of
bullying, intimidation, aggression and sexual harassment — I personally raised
examples with Mr Read directly, as otherwise detailed in this statement - yet
no substantive action was taken in respect of these complaints. I believe this
lack of action set the tone for how women were treated throughout the

organisation.

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121. Further, it was clear to me that Mr Read was less comfortable dealing with
women in senior positions; preferring younger, less experienced men in these
positions who I believe he felt were more likely to support him personally. I
think it is telling I was the only woman at GE level.

Please set out your involvement in the development of the Engagement Survey

Presentation presented at Staff Conference (27/04/2023) (Presentation

prepared by Jane Davies providing feedback on engagement survey and

leadership behaviours — March 2023, POL00448642). Please summarise your

knowledge of any responses of the POL SEG and POL Board to the results of

this survey.

122. Until I drove home the results of the October 2022 Engagement Survey
through my later work (more below), there was very little response from POL
GE and Board on those results. I received feedback that the general feeling
from the wider POL business was that the GE did not want to address or
acknowledge the results of the feedback, and there was a view that the GE
were essentially trying to hide the results through their inaction.

123. As explained earlier in this statement, I found it very surprising that no-one at
Board level had asked to see the engagement survey results, and I was
disappointed in the response I received when I raised this with Ben Tidswell
around February 2023.

124. From January to March 2023, I held circa 12 meetings with the Executive
team, either as a whole group or sub-group, to discuss the feedback from the
October 2022 Engagement Survey and the British Institute of Ethics. The
purpose of these meetings was to facilitate the introduction of new leadership

behaviour framework.

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125. I had agreed with Mr Read that I would work with the Executive team and we

126.

would then present back to him a proposal on the new leadership behaviours,
along with a development plan for the GE. I sent him an outline of the
behaviours in January, to which he did not respond.

I found most of the meetings were very difficult to handle. Many of GE
members did not feel they personally had any issues on leadership or culture
to address. They felt they were all taking action within their own teams, and it
was particularly difficult trying to get them to accept that we needed to work
together, to demonstrate we are one team, and to introduce a clear set of
behaviours. I documented my concerns to Mr Read on 20" February. This
latter comment was also made in context of Mr Read continually complaining

to me, about individual GE’s performance and behaviour.

127. After a meeting in March 2023, which I found excruciating in terms of getting

the GE to work as a team, Owen Woodley called me and said that in all the
time he had been at POL, no-one had ever asked the GE to operate as a
team. That the individual agendas and siloed working was a fundamental

barrier.

128. There were several iterations of the new behaviours which the GE developed

as part of these meetings. For instance, I recall significant discussion early on,
over one of the behaviours being ‘Post Masters at the heart of POL’ (i.e., that
we should make the “SPMs our heroes” etc.). Richard Taylor (POL’s former
Director of Communications) was vocal about us not having this as one of our
leadership behaviours. It was clear he was updating Mr Read outside of the

meetings and when in attendance was representing Mr Read’s voice.

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Several times he stated in response to suggestions that Nick “won't support”
this or that.

129. Again, I could not get Mr Read to engage with me on the content prior to the
leadership event at which these behaviours were to be unveiled, even though
I had sent him the presentation and asked for a meeting; instead he worked
through the content Richard Taylor.

130. On 20 April 2023, I organised a leadership event to c100 of SLG to present the
engagement results and the ‘you said, we did’ plan, as well as focus on
leadership behaviours. I ran some break out groups to discuss the feedback
and what actions were needed. I also invited an external partner “Leading
Edge” who specialise in cultural transformation to deliver an exercise ‘it starts
with you’.

131. I received extremely positive feedback to this event, with the reaction generally
being one of “this has been a long time coming”. It felt like the senior team
were relieved that they were being given the opportunity to discuss ‘leadership
behaviours’ and culture in an open forum. Mr Read was present but he was
agitated throughout. Afterwards, he commented that he felt it went rather well.

132. Following this SLG update, I was to give an update on the same content, but to
the “all employee” wider business on 27 April 2023.

133. On the Wednesday prior to the event, I received an updated slide deck from
Juliet Lang (Email from Juliet Lang to Jane Davies regarding ‘Wood Street GE
update’ dated 19 April 2023. POL00460670), who reported to me in her role of
Director of Culture.

134. Juliet Lang called me to say Mr Read had asked her to change the SLG

presentation for the ‘all employee conference’, to soften some of the language

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on leadership. I could not understand why he would why he would dilute the
message, particularly, as I thought it was presented in a way to protect him.

135. In order to please Mr Read, I had to change some of the wording such as
switching the word ‘existing’ (poor) leadership behaviours to ‘past’ (poor)
leadership behaviours, along with other forms of watering down the current
‘cultural issues’ message.

136. I had commissioned a video for the conference, where SPMs were interviewed
in their branches, talking about their role within the community to bring the
SPMs closer to POL. At the end of video the SPM's talk about that change is
needed and why; it was a powerful video set to ignite the conversation that
‘change is needed at the top of the organisation’ (following on from the
‘change starts with you” message from the version of the presentation made
to SLG on 20 April 2023) (Presentation Video Transcript. WITN11650105).

137. Mr Read did not engage with me throughout the conference (apart from a
breakfast meeting which Mr Staunton had called to discuss Mr Foat) until the
end, when he came over and said he thought my presentation was ‘better
than expected’. I was also told that he did not like the video, specifically the
end of the video where SPMs are stating clearly that POL must change.

138. It was clear he was afraid to acknowledge poor leadership behaviours and
unfortunately, he was seeing my work as exposing and undermining him,
despite my continuous effects to get him to own this piece of work.

Please summarise your experience of the SEG’s relationship with and

approach towards SPMs, the POL Board and the SPM NEDs on the POL Board.

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139. I feel that I do not have significant experience of the relationship of the GE with
and towards SPMs, the POL Board and the SPM NEDs, as I found that GE
rarely discussed such matters (at least whilst I was present).

140. I am aware however that Mr Read did not want SPM NEDs on the Board. I
have expanded on these comments later in this statement.

141. Asa result of my involvement in the Nominations Committee and
Remuneration Committee, I got to work closely with Saf Ismail and Elliott
Jacobs as SPM NEDs. We worked together on the recruitment process of 3
NEDs. I also visited several post offices with Saf Ismail in Lancashire.

142. Saf Ismail informed me of the story of an SPM in his early 40s, who had died
of cancer. As POL did not offer any sort of death in service benefit to SPMs,
the surviving spouse of the SPM ended up in a poor financial situation. Saf
Ismail explained that this situation was a result of POL’s hard line on SPM
benefits. Having heard this story, I worked with lan Rudkin to explore whether
such benefits were viable for SPMs, or whether there was anything POL could
do in this instance, or to prevent other such instances happening. I felt this
would be a humane and “right” step to take.

143. There was a real nervousness to try and provide support for SPMs to have any
expanded rights or benefits from across POL, but particularly the Legal
Department. I understand that this was in part due to action which had been
taken by the trade union CMU to try and secure employment rights for SPMs
prior to my arrival at POL. I had seen papers from the litigation brought by
CMU in this respect, the defence of which was code-named “Project Starling”

by POL.

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144. Unfortunately, against the backdrop of the reluctance to help SPMs described
above, lan and I were unable to take this proposal any further.

145. I.am also aware that the NED SPMs were not always invited to Board
meetings, for instance, the meeting that took place on 24th January 2023, was
a pre-arranged “sub” Board, where both NED SPMs were excluded.

146. Before I left June 2023, I did have a plan to bring SPM engagement into my
team, but I ultimately did not get the chance to implement such plans.

147. I also spent a lot of time talking with Mr Cameron about the future of POL and
what the strategic model could look like. My observation was the current
model was too complicated and created unnecessary complexity and added
significant cost.

148. Equally, I felt SPMs needed ‘protection’ and in particular legal support.

149. I also felt the commercial team/solutions should be moved into an established
bank, which would allow SPMs to benefit from both commission and a profit
share programme.

150. I was unable to progress the above discussions, given Alisdair became absent
due to sickness and I left POL shortly thereafter.

What is your view as to the current composition of the POL SEG and the POL

Board with regards to experience, expertise and abilities?

151. I can of course only provide views as they stood during my employment at
POL, when I had first-hand knowledge.

152. I have already made my points previously on the Board’s role and the lack of
emotional engagement with the wider business. I felt the Board as a whole
firmly positioned itself behind Nick Read, and failed to look at the culture, the

engagement, the emotional negative messages coming from SPM and

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colleagues, which highlighted the poor levels of trusts, confidence and culture.
There were so many red flags which were ignored. I do believe individually,
some Board members could see the underlying issues, but there was a lack of
collective consciousness and agreement on the significant softer issues
affecting POL on how people were managed or treated. The Board needed to
develop more of a curious brain, but importantly, it needed to show it had a
heart and that it genuinely cared for the people who work for POL. In my
view, this had not changed in 20 years (though more recently, having seen
and heard Nigel Railton and the recent appointment of the SEG, it feels that
there is some hope that things could be changing for the better).

153. The Board had simply reinforced the ‘Nick Read, me first” behaviour and their
focus was not wanting to upset him. Awarding Mr Read the highest
performance rating a Grade 5 ‘Exceptional’ in 2022 and a further Grade 5, in
2023, simply demonstrated a lack of independent, fact based and objective
thinking. This is reflective of a constant worry about Mr Read, and fear of him
leaving or demotivating him, rather than looking objectively at what he had
delivered and the cultural impact he was having (every year, the engagement
scores have deteriorated). As recorded in the minutes, a discussion took
place in the Remuneration Committee in July 2022, where the spiraling legal
costs were highlighted as a significant concern (and that Mr Read had not
managed Mr Foat accordingly), and worrying people issues (which I believe
related to him allowing one of the GE team to work from his chateau in
France, as well as retaining a part-time CPO — (on a higher full time salary
than himself) - who at the same time, was also holding down another full time

executive role) etc., and in awarding him his Grade 5 (which increased the

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newly added bonus multiplier), words to the effect “he did not need to be
perfect to be exceptional”. It felt to me that the Board did not look objectively
at the chaos and turmoil within POL, the deep lack of trust, the poor treatment
of women etc which was being caused primarily, by the CEO, as a result of his
unwillingness to hold people accountable, to take action to put right the many
things that were broken or to support strong women.

154. From before I started my employment with POL, Mr Read did not believe that
he had the right composition of people in executive positions at POL. He said
on a number of occasions that he had ‘A’ class problems and a ‘B’ class GE
team to deal with them. However, in my opinion, he was unwilling to manage
(and help develop) the “B” team, as these were his favourites (the less
experienced members of the Exec). Whilst he was often critical of their
individual performance on contribution, it was quite apparent he was not
providing them with any constructive feedback (this got exposed when a
document he sent to me around 20" December 2022, which contained his
‘feelings’ for the GE team, was then later accidentally uploaded to their
appraisals). I was told that this was the first time the GE had received some
honest feedback from Mr Read; Mr Read in turn, confirmed it was ‘painful’.

155. I incorporated his ‘personal’ assessment of the GE into a presentation on GE
Succession Planning, which reviewed their skills and capabilities and what
was missing. This was sent to him at the end of December 2022. I had
converted his personal ‘feelings’, to more constructive language in terms of
key strengths and weaknesses. The plan was to discuss this with Henry

Staunton in January 2023, however, this did not happen.

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156. I discussed capability gaps within the GE structure with Mr Read in December

157.

158.

and January. I was instructed by Mr Read to covertly recruit three interim
executive positions, namely a new Chief Operations Officer/Deputy CEO (to
have management responsibility over Owen Woodley and Martin Roberts) to
effectively act as a span breaker on the day to day operations of the business,
a Transformation Director to lead on NBIT Transformation and a new Chief
Financial Officer to replace Mr Cameron, although the latter would be subject
to exiting Mr Cameron. A fourth role to recruit a new Public Affairs Director to
replace Richard Taylor was put on hold (despite Mr Read being most critical of
him and his “glacial” performance).

Whilst I did source CVs and candidates for these roles, Mr Read dragged his
heels in respect of advancing the recruitment process, which led to head-
hunters becoming frustrated and candidates pulling out of contention. There
was one candidate who had come through towards the end of my tenure, was
appointed into the Chief Transformation Officer role, who I understand has
now left POL.

From my own perspective, I felt that certain members of the GE were
experienced and could operate at the ‘enterprise’ level in terms of delivering
value and transformation. Others were more subject matter experts, capable
of performing a proficient role day-to-day, but they did have problems in
understanding and dealing with the wider issues affecting POL performance.
There was very little support in place for their own development, and nothing
in place for the development of the team as a collective. I have mentioned

already that I hoped to employ Lane4 to help develop the team and the

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individual executives, but two weeks before the first meeting, Mr Read
cancelled the event.

159. Equally, I did not feel the GE was held accountable individually and
importantly, collectively, for their actions, which contributed towards divisive
(silo) behaviours within the GE, which in turn impacted the performance,
culture and trust across POL.

WHISTLEBLOWER COMPLAINTS AND INVESTIGATIONS

Please set out in detail the circumstances which led to you making the

complaint that has been widely reported in the press concerning Mr Read

and/or Mr Staunton, the nature of the complaint and the response of the Board

SEG, Mr Read and any other individuals named in the complaint.

160. Some of the background to the reported complaint has been variously
captured in my earlier points. For completeness however, I'll provide further
context below.

161. As will have been apparent in my previous responses, I joined POL and found
a huge amount of issues relating to non-compliance with POL policy and/or
HMG governance guidance, financial mismanagement, bullying, unethical and
discriminatory behaviour from the very top of POL’s management,
downwards.

162. I raised these issues as I encountered them; predominantly with Mr Read in
his role of CEO and my line manager. However, as outlined earlier in this
statement, I found my concerns (and those of other women raising them),
were ignored. In fact, I found I began to suffer because of speaking up. I

started to be frozen out of meetings and action groups, undermined, bullied

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and humiliated by or at the direction of the person I had made most of my

disclosures to; Mr Read.

163. At the beginning of my employment with POL, I knew I would be joining a

164.

165.

difficult environment. What I did not expect was just how toxic the work
environment in my new team was.
Every single member of the People Leadership Team had complaints and/or
serious issues with the way things had been run. The decision to keep Ms
Williams as the interim CPO (and in the 9 months prior to me joining was
employed on part-time basis, whilst she had another full-time executive role)
is a fundamental reason why the relationships within the HR department had
broken down, but also why there were damaged relationships outside the
department with the GE, with the Board and with UKGI etc. Members of the
HR team and GE (e.g. Lee Kelly, Paul Wood, Martin Roberts, Owen Woodley,
Al Cameron etc.), would say that Ms Williams created a sense of her own
importance with Mr Read, for her own gain. Mr Read also confessed to me
and 3 GE members in February 2023 that he felt ‘played’ by her. Juliet Lang
said it was the decision to keep Ms Williams on that resulted in a poor
reputation for the department and an inability to get traction with the GE.
The morale of my team was utterly broken. Two of my direct reports had
actually said to me, prior to me joining POL (who I learned were my Ms
Williams’ ‘favourites’) that they did not want or need to be managed by me.
The behaviour and attitude from these latter individuals at an early stage was
challenging, criticising and nearly every meeting was very unpleasant to

manage (as witnessed and evidenced by my other 6 team members).

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!was one of the

166. Specifically,

individuals who said she ‘did not want managing’ and was fiercely
independent/protective. There was several complaints and comments made
by my direct team that she was one of Ms Williams's “favourites”. This
“favoured” group received significant additional bonuses and pay increases
during the previous 12 months (which can be evidenced). I understand that

the favourable treatment of;

resulted in the PLT having two “sub-groups”, that were not working well

together which also resulted in a fallout in a team meeting towards the end of

November 2022, a week before I arrived. I was further made aware tha

was very upset that Ms Williams did not get the full time Group Chief

People Officer role and I feel that she went out of her way to make my role

difficult.

as already known to be difficult by a number of POL Senior
Managers; specifically, those who chaired the various committees such as the
Data, Risk, Compliance and the SPM Committee (the programme to replace

the Horizon system), which’ GRO {had attended in the previous 9

months due to Angela William’s part time hours. On 20th January 2023 the
Deputy “SPM” Programme Director said ata “Steering Committee” that she
was resigning (as was another key programme member) due to the ‘toxic

culture’ within Programme Committee meetings; she and her line manager,

specifically cited the behaviour of
behaviour as “passive hostility’, “being difficult and challenging in meetings”
and “sitting on the side line waiting for me and the programme to fail”. This is

exactly how her behaviour was towards me and others within her peer group.

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This extremely poor behaviour and resignations were recorded in the ‘SPM
Programme Steerco’ update from 20th January 2023, which I attended with a
number of GE members. When I updated Mr Read on this, he told me to “sort
your team out”.

168. In early February 2023, I organised a meeting witl

understand her concerns and talk through some of the above ‘behaviour’
issues. There had also been several documented meetings where her
behaviour was unsupportive and hostile, which the team had raised with me.
There was also within an imminently impending Employment Tribunal hearing,
brought against her for Race & Sex Discrimination, which I wanted to discuss
with her. I wanted to see if I could help her. However, she was incredibly
hostile and angry throughout the meeting and she abruptly terminated the call.
169. Shortly thereafter she resigned from her employment with POL, deleted all her
electronic and telephone files, emails and records (against POL Data
Protection policy) and raised a complaint that I had intimidated her on a call
and that I had raised my voice with her in a previous meeting (which I deny). I
understand a few days later she followed up with a further letter addressed

only to Mr Read and Mr Foat. I did not ever see the contents of this letter.

170. There was wide acknowledgement thai was difficult. POL’s

company employment lawyer provided me with a summary document on her
behaviour on the evidence relating to the Race & Sex Discrimination ET claim

it was clear that she was “not kind” to those from a different ethnic

background. This resulted in POL settling the claim outside of the ET, within

weeks of, ideparture. With the knowledge that

difficult, I was originally informed by Mr Foat, during February 2023 that a

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171.

172.

173.

“light touch” investigation would take place and that POL executive recognised

tha

7 behaviour also required investigating. I was told that the

investigation would be overseen by an independent NED.
There were several key witnesses who would corroborate on the constructive

way I dealt with

and equally on her appalling behaviour in
meetings, however, these individuals were not interviewed.
Pinsent Masons are POL's external employment lawyers and were working in
support of Mr Foat and Mr Read throughout this internal investigation into me.
I have worked with Pinsent's for many years and believe I was considered a
professional and respected Chief Human Resources Officer by them; only
months before joining POL, I was working with them.
Whilst initially I engaged with Pinsent’s to support me on this matter, I was told
by Mr Foat around mid-February 2023 that I was not allowed to work with

Pinsent Masons anymore on the} GRO i matter, as there was in Mr

Foat’s words ‘a communication barrier’ put in place. Pinsent’s were going to

support Mr Read and Mr Foat on the complaint against me, raised by:

-GRO I This all seemed very odd; during my career to date, I have always
been able to access and rely on the company employment lawyers to support
me in handling employment issues affecting either myself or the business.
The timing of this decision (mid-February 2023), to prevent me from seeking
support from POL’s employment lawyers and leaving me without any form
protection or legal guidance, coincided with Mr Read not getting his pay
increase, along with me raising in an email on 20" February, the numerous
governance and compliance concerns (as detailed before). It felt that Mr

Read and Mr Foat were joining forces against me.

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174. Despite being told that the investigation would be “light touch”, I did not hear
anything further for 11 weeks. In my experience, grievances of this nature,
should typically be concluded within 4 weeks maximum, this concerned me.
The protracted nature of this and supposedly ‘light touch’ investigation again
appeared very odd and when I asked for an update, I was being told ‘not to
worry’. However, I could not help but worry and it was starting to impact my
health, which I also raised with Mr Read and Mr Foat, but there was no
support offered. It was becoming obvious to me that between Mr Read and Mr
Foat, something was being orchestrated behind the scenes.

175. After the 11 weeks, in mid-April 2023, I was informed by Mr Foat that another

member of the tea
and had officially left POL at the end of March 2023) and her two direct reports

(one whom I had never met, the other I had hardly any interaction with) lodged

a complaint against me for postponing the ‘recognition app’.
previously told me the app would cost £50,000 to implement but I was advised
by a member of the finance team (Michelle) that the actual cost would be
£150,000. This was another initiative for head office staff only, and for the
reasons I mentioned earlier in this statement, I was seeking to postpone it, to
allow me time to understand the appropriateness of the App as well as to

understand where it would sit within the ongoing ‘culture’ plan.

("GRO Was also regarded by my team as another of Ms Williams’ group of

“favourites”. Mr Read had made it very clear from early in my employment, he

was unhappy with her performance on culture change and was not unhappy

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when she resigned (he immediately shared what he deemed positive news on
her resignation, with the GE).

176. However, Mr Foat told me that we would now need to have a formal
independent investigation, that this was now really serious and that this could
result in my ‘summary dismissal’. I was devasted and felt it was being
prejudged. It was now clear, that Mr Read and Mr Foat had decided in the
prior 11 weeks, to encourage these unfounded complaints against me, rather
than support me as their new CPO, and both were deliberately using these
complaints as a means to remove me (see below).

177. \ reference this background because I felt that the complaints made against
me were minor points, raised by individuals known to be the cause of the
difficult and at times toxic atmosphere in my team and within POL. The details
of such complaints were kept from me, but I know that accusations put
forward against me were not fact or evidence based, and were more
anecdotal, judgmental and mostly inaccurate, without balance. As mentioned
before, there were several key witnesses who would corroborate on the
constructive and professional way I dealt with my team and my own good

character, however, these individuals were not interviewed.

178. I believe that between GRO st initial complaint being received in early
February 2023 and then the Terms of Reference for the investigation into
complaints being discussed and sent to me on 10 April 2023, Mr Read had
become fed up with me raising the serious issues referenced earlier in this
response. He began to see me as difficult; a troublemaker, unable to obtain

him the pay rise he felt he was due. I had felt for the last two months that I

was being sidelined, and I was having to keep a strong focus on doing the

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right things for POL, such as tacking the lack of trust and leadership
behaviours (against Mr Read's desires). I felt the motivation behind the
investigation did not actually relate to the complaints received (especially
given Mr Read had on many occasions had also complained about the poor
performance or conduct of these people to me and asked me to take action). I
believe that Mr Read took it upon himself to ensure that the investigation was
long, drawn out and difficult as possible, and it was done in retaliation
because he found my calling out of wrongful behaviours, including his own
behaviours over his pay, unacceptable. He was supported by Mr Foat who
was known to be one of Mr Read's inner circle of deferential males (a
“henchman”, according to Mr Staunton).

179. On 24th April 2023 I made a complaint in writing that I was being upwardly
bullied and I set out the reasons for this. I sent this to Mr Foat and a separate
note to Mr Read. At this point I was starting to feel very unwell and mentally
drained by the process and what I felt was a conspiracy. It was difficult to
work out exactly what was going on, but I felt I was being targeted by a group
of individuals, who were known to be disenfranchised, but these individuals
were being supported by POL management. I was not sleeping. I was
prescribed medication to ‘calm’ me and help me sleep (for the first time ever).
This was just 3 days prior to the conference, where I was presenting to circa
2000 colleagues across POL.

This ‘upward bullying’ complaint was ignored. I did not have an
acknowledgement — I was ignored. In normal caring businesses, this should
have triggered an investigation and the offer of support/help for me would

have been provided.

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180. I spoke with Mr Staunton on 26th April 2023. Unlike me, he had seen the

181.

182.

complaints made against me. He said that he felt the complaints were weak,
that there was a ‘lynch’ mob at play, that everything was being blown out of
proportion and that he was worried about the way this matter was being
handled. He told me not to trust Mr Foat and Mr Read, that he felt they had
some other agenda. He told me to find a ‘street fighter’ lawyer, who would
protect me, and the POL would pay for this. This was unprecedented in my
career, and seemed frankly crazy, but I did what he instructed.
On 9th May 2023 I had an all-day interview by the investigator appointed by
Pinsent’s (who were working for Mr Read and Mr Foat) to investigate the
allegations, Simon Stephens. On the 12th May 2023 I submitted to the
investigator an 87-page document, presenting the extensive facts, evidence
and mitigation in support of my innocence. When I met Mr Stephens I was
completely drained, lacking sleep and was unable to be myself.
On 12 May 2023, I put a call in to Amanda Burton. I was trying to support her
on the TIS bonus investigation, but I also wanted to share my concerns over
the Remuneration Committee governance (as suggested by Mr Staunton
previously), and also to talk to her about the treatment I was receiving from Mr
Read and Mr Foat. When I tried to broach these subjects with her, she
immediately closed me down and said she did not want to compromise her
role, as she might be called upon to be an independent reviewer of the
whistleblowing. I tried to say to her that she needed to listen to me, she was

the only senior woman in POL I could talk to, that it was significant, and I had

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183.

184.

185.

186.

some grave concerns. She continued to shut me down. I came off that call
and felt completely devasted by her response.

From 12th May 2023 to end of May 2023, I heard nothing further in respect of
the investigation and I was becoming even more unwell, confused and
concerned about the ongoing investigation and the way in which Mr Read was
ignoring me. I took a planned weeks’ holiday w/c 15" May. I was unable to
sleep or relax.

On my return from holiday, 22nd May 2023, my doctor prescribed me for the
first time ever with anti-depressant medication and signed me off work for two
weeks because of the stress the situation was causing me. I contacted Mr
Read and said I had been signed off that I was finding myself unexpectedly
breaking down in floods of tears, that I had a permanent sore throat, I was not
sleeping and was struggling concentrating. I said I would continue to work with
the team but could not come into the office (because I did not want others to
see me keep breaking down). He told me to take the doctor’s advice and stay
away from work.

With the investigation continuing to drag on, I felt I had to summarise the many
issues I had raised with Mr Read throughout my POL employment and raise
them with Mr Staunton (as Ms Burton did not want to listen and ultimately, I
had no one else to speak to within POL). I sent this letter to Mr Staunton on
23rd May 2023, headlining the wrongdoings and ongoing treatment, and
seeking his advice on how such issues should be addressed (POL00448687).
I did not receive any proper acknowledgment of the complaint. Mr Staunton
called me as he was reading the letter shortly after I sent it to him that day, but

simply told me that I needed to get on with Mr Read and get behind him. I felt

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totally unsupported and distraught by his response, and the fact that he did
not seem to be interested in progressing my concerns.

187. On 30th May 2023, I had a voice mail from Mr Staunton, asking if I wanted to
speak to him. I sent him a text to say I was not in a great place at all, I felt a
witch-hunt was taking place. That if he wanted to speak, we could get call in
the following Friday. I did not hear anything further from him.

188. On 31st May 2023, the day that I was due to complete my 6-month probation
period, I received at around 5pm an emailed letter from Mr Read confirming
that “due to the lack of interaction over the last 6 weeks and the uncertainty
raised by the ongoing investigation”, he was extending my probationary period
by one month. At this point, I had been on sick leave for 7 days. To my
knowledge this was unprecedented behaviour in POL. I complained in writing
as I had been working until 1 week prior when I was signed off work. I thought
his words and actions were unfair; it confirmed my suspicion that he was
instrumental in orchestrating the investigating and was pre-judging the
outcome, which was not boding well for me. This impacted my already
struggling mental health even further.

189. I was again signed off work at the beginning of June 2023 for a further 4
weeks. I got a text from Mr Read that said this was “not good” for me or for
him. I was in a very poor mental state. There was absolutely no compassion
or concern for my well-being and the psychological impact the investigation
and Mr Read’s behaviour was having on me.

190. Throughout June 2023, I heard nothing further from POL and it felt apparent
that Mr Read would be planning my exit, which would be in retaliation of a) me

raising my concerns to Mr Staunton b) me raising concerns through my

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191.

192.

employment to Mr Read relating to wrong doings and compliance issues c) Mr
Read's negative feelings towards me as a result of not securing him an
increase to his remuneration.

On 30 June 2023, I was informed that the investigation had concluded. I was
sent a copy of the summary report’s table of findings by Mr Read (only
sections 7.2 to 7.11). This was not on any headed paper, and I was not made
aware of the full outcome.

Ultimately, the investigation’s summary report stated that there was not
sufficient evidence to find that there was a case to answer that my behaviour,
taken overall had created a lack of trust in the working relationship between
me or staff, or that it had created a toxic working environment which has led to
individuals resigning and/or being absent and impacting on their health. This
was the “main” allegation which had been made against me and was not

upheld by the investigation.

193. There was no mention about the poor behaviour ofI GRO _} as the

Terms of Reference suggested that there should be. Of the three remaining
allegations in which the investigation report did find that there was possibly a
case to answer (which to confirm, I deny), the report summary heavily
caveated its finding, stating that the evidence needed to be considered with
the wider allegations, the wider context and evidence and the points of
mitigation identified. It is also important to note here that the 6 other members
of my direct reports / team who I had asked to be interviewed, who witnessed
the interactions and behaviours between myself and these disaffected direct

reports, were not interviewed.

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194. Despite the investigation essentially finding in my favour, the same day I also
received a letter from Mr Read informing me that my employment was being
terminated with immediate effect.

195. At this stage I had instructed solicitors to correspond with POL on my behalf.
The situation was really impacting my mental health and I was in not fit state
to even think finding a new role; this experience completely wiped me off my
feet. I felt that I could not just let POL ignore all the concerns I had raised
during my employment. I therefore took the complaint raised to Mr Staunton
on 23 May 2023, added to it and raised it again on 4 September 2023; this
time to Mr Foat (POL00448690).

196. The content of the complaint was entirely about Mr Read’s conduct as detailed
elsewhere in this statement. I did include a comment which had previously
been made by Mr Staunton, though I did not mention him by name. This was
intended to be used to illustrate the poor conduct / behaviour that Mr Read
had towards me and had allowed to proliferate at POL.

197. Details on the adequacy of the investigation into the ‘Speak Up’ complaint are
referenced later in this statement.

198. Whilst the investigation into my Speak Up complaint dragged on, the Business
and Trade Committee of the House of Commons became aware of the fact of
my complaint, following Mr Staunton’s appearance at the Committee on week
commencing 26th February 2024, where he referenced and waived in front of
the Committee an “80-page dossier from the HRD” about Mr Read, stating
that Mr Read needed to admit the issues in that “charge sheet”.

199. Mr Staunton’s comments were quickly picked up by the press, which I then

had to address in my own statement to the press. It became apparent that I

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had raised a separate Speak Up complaint, and this resulted in members of
the press coming to my house and trying to contact me seeking comment on

the story. I found this utterly distressing.

200. I have set out detail of the responses from POL to my complaint in my

response below.

Please set out your experience in making the complaint, including your

reflections as to the adequacy and effectiveness of POL’s current

whistleblowing policies and procedures.

201.

My experience in making a ‘Speak Up’ complaint to POL is that it did not follow
a Clearly defined process, was overseen by biased members of Mr Read's
inner circle and ultimately, left me completely exposed to the press and
vulnerable. I have been at pains to explain to every journalist that their
attention should be focused on justice for the SPMs. I have explained that
despite my ‘speak up’ complaint highlighting the POL cultural & leadership
characteristics not changing in line with the ClJ and HIJ judgement, I have a
family, with 2 dependent kids. I wanted to return to my career, and I wanted
this situation to be managed confidentially, to protect me. I felt POL’s

approach to managing this was far from adequate.

202. As explained above, throughout my employment I had raised concerns with Mr

Read, to no avail. Once the issue with the TIS bonus made the press around
May 2023, I raised further complaints to Amanda Burton as a newly appointed
individual to the GE (and the only other female). She told me that she didn’t
want to speak with me, despite my serious concerns, because she needed to
stay independent on such matters in case she was required for an

investigation.

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203. It was clear that I had nowhere else I could turn with my concerns, other than
Mr Staunton. I therefore raised a formal complaint as to the problems I
identified during my employment with POL on 23rd May 2023 directly to him.
Still, no action was taken.

204. When I raised concerns a second time on 4 September 2023 to Mr Foat, he
contacted me to say he would be sharing the complaint with the Board, which
he said included Mr Read. I raised my concerns over the involvement of Mr
Read, as I felt that it did not seem at all appropriate. It remained an ongoing
concern that Mr Read was directly or indirectly involved in this process.

205. I learned sometime later that my ‘Speak Up’ complaint would be investigated
by an independent investigator. The appointed investigator, a barrister from
Devereux Chambers, contacted me on 17 October 2023 to explain that she
had been appointed. I was concerned about the genuine nature of her
‘independence’ and raised these concerns. In her letters to me, the barrister,
Marianne Tutin, emphasised that she was “independent and impartial” and
that the matter would be kept strictly confidential. However, I have recently
seen statements submitted to the Inquiry, that do not reflect the investigation
was “independent” and it was clearly not kept confidential.

206. I found that I was kept in the dark for much of the investigation. I did not
receive updates or really know what was happening. I did not get to see or
provide input into the terms of reference for the investigation. I suggested
various witnesses that the barrister could interview who had relevant
information on the allegations I had made (including one key witness that
would validate the Remuneration Committee governance issues) yet I

understand that most of these witnesses, including the key witness, were not

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contacted. I was interviewed for 2 — 3 hours on 10 November 2023, and I
understand that it took nearly eight months for the barrister to finish her report
and deliver it to the Investigation Steering Group.

207. I found in my investigation meeting that the barrister focused on matters which
I felt immaterial to the complaint I had actually raised. She seemed to have a
considerable focus on Mr. Staunton, despite the fact that the reference to Mr
Staunton was only intended to demonstrate the culture that Mr Read allowed
to thrive.

208. Those comments made by Mr Staunton, which I referenced, were made
almost a year before it was brought up in the ‘confidential’ meeting with Ms
Tutin. When those comments were made, a year before, I shared them with
Mr Read, and with Mr Foat; I specifically asked Mr Foat to organise Diversity
& Inclusion training for the Board (which was documented at the time). I also
told Saf Ismail about the incident, and we both agreed Mr Staunton was
primarily a very polite man, that he was at worst a bit “old fashioned”, and he
needed some help. I supported Mr Staunton and he was deeply concerned
about this and wanted to learn. In the following months that I worked with Mr
Staunton, I did not hear Mr Staunton say anything else that could be deemed
politically incorrect. If it was such an issue, then Mr Foat and Mr Read should
have acted a year before, they did not, because they also viewed it as
insignificant.

209. I sent to the barrister a significant amount of material after the investigation
meeting which I felt provided important context to my complaints, but it did not

seem that this additional information was considered.

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210.

211.

212.

213.

I felt that POL’s commissioning of the investigation into my Speak Up
complaint was not handled properly and led to potential bias in the
investigation. Initially, Mr Foat (POL’s General Counsel) was the
commissioning executive of the investigation. I did not consider Mr Foat to be
impartial, as he was part of Mr Read's inner circle. After a period carrying out
this role, he was replaced as commissioning executive by Karen McEwan
(POL’s new Chief People Officer) so that he could instead act as witness to
the investigation.

In my experience, I have understood it to be important that the individual
commissioning an investigation and setting the terms of reference etc. is
independent from the matters to be determined, to ensure that there is no
actual or perceived bias in setting the terms of reference which they are then
subsequently interviewed under. I felt here, especially, that there was a
genuine risk of significant bias given Mr Foat’s historic close support of Mr
Read, which I felt not least, had led to the failure of POL to investigate the
complaint I had made of “upwards bullying” in April 2023, the poor handling
and circulation of my ‘Speak Up’ complaint to Mr Read, as well as the poor
response to my data subject access request, amongst others.

I raised these concerns with the barrister when I was made aware of the
change in commissioning officer. I received a response saying that my
concerns were noted, but I believe by that point, bias had long since
permeated the investigation.

I had lodged a claim with the Employment Tribunal in respect of POL and Mr

Read on 9 November 2023.

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214. I subsequently have seen correspondence between two NEDs Saf Ismail and

Amanda Burton (Email chain between Saf Ismail, Benjamin Tidswell and
Amanda Burton from 4 — 7 April 2024 POL00448608), at which point the
investigation was concluding, where Amanda Burton specifically states,
“please remember that Jane had issued an employment claim against POL
and Nick [Read] and we have deliberately ensured that the work the barrister

has done can be used to defend that claim’.

215. I already had doubts around the impartiality of the investigation process given

the other points I have raised in this response, but seeing a copy of this
correspondence confirmed to me that the ‘independent’ investigation was a

sham, and the final report was simply going to find whatever it had to in order

to defend Mr Read.

216. Further, I understand that the barrister was supported by John Bartlett

throughout the investigation process (i.e. when reports or information were
needed). John Bartlett did however work directly for Mr Foat and so in my

view was again not impartial.

217. I had asked that I be allowed to see the findings of the report throughout the

investigation process, or at least the terms of reference for the investigation,
given the nature of the allegations and the personal effect Mr Read’s
behaviour had on me. I was not allowed to see the terms of reference
however, and when the investigation concluded in April 2024, I was not

provided a copy of the report.

218. As explained above, whilst the investigation into my Speak Up complaint was

ongoing, the Business and Trade Committee of the House of Commons

became aware of the fact of my complaint, following Mr Staunton’s

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appearance at the Committee on week commencing 26th February 2024,
where he referenced and waived in front of the Committee an “80-page
dossier from the HRD” about Mr Read, stating that Mr Read needed to admit
the issues in that “charge sheet”. I was very upset at this development; all I
had done was raise concerns via POL’s whistleblowing process which I hoped
could be dealt with quickly and above all confidentially, as per the barrister’s
promise to me, but this developed into it becoming public and national news.

219. I attempted to rectify some of the points raised by the POL Board at this
Business and Trade Committee hearing by providing The Times with a
statement that said that my ‘Speak Up’ complaint was about Mr Read only.
Following this, I received a threat of ‘libel’ action from POL’s lawyers unless I
agreed to say there was a ‘misunderstanding’. I felt I did not have the
resources to challenge POL on this point and had to agree to a revised
statement. This breach of confidentiality, which led to the “libel” threat and the
need for me to keep writing to POL to ask them to stop portraying my ‘Speak
Up’ complaint against Mr Staunton, when it was about Mr Read only, cost me
personally thousands of pounds in lawyers and PR fees. This was in my view
big brother, using the deep pockets of public money to aggressively defend
their own poor and shocking behaviour. In my view, POL has not changed in
20 years. I remain shocked that the POL Board (the new NEDs in particular)
sat on the sidelines allowing this to happen.

220. From this point, the Committee was aware of my Speak Up complaint and
requested a copy of the complaint and the terms of reference from POL. POL

obliged, meaning that the Committee were to see the report but I, the

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whistleblower who had raised the concerns, was not allowed to see such
documents.

221. To add insult to injury, shortly after POL submitted a copy of such documents

to the Committee, I was contacted by a member of the press who told me that
the extracts of the report had been leaked. I was sent a large extract from the
report and asked for my comment. This revelation caused me significant upset
and distress, led to further unwanted news coverage and at the time had a
huge impact on my career. I was at that stage seeking a new chief people
officer role, but despite reaching late interview stages I found that my name
being in the media and linked to the issues at POL was deeply off-putting to
potential new employers who would inevitably choose another candidate,
wanting to steer clear of the unfolding drama.

222. Again, I have not officially been provided a copy of the outcome of the report, I
was simply told it had been delivered to POL who would act on it as
necessary, but I understand following the leaks that it essentially found in Mr
Read's favour in respect of the allegations against him, but that Mr Staunton,

who I did not complain about, was deemed to have acted inappropriately.

223. This was disappointing, but not surprising given my concerns around the lack
of independence and impartiality of the investigation process and the actors
within POL I knew would be attempting to influence its findings.

224.

I'm not aware of any specific action that might have been taken by the Board,
SEG or otherwise as a result of the investigation’s findings, given I am no
longer employed by POL, and I was not told of any such actions by them

when I was informed the investigation had concluded.

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225. For the protection of future whistleblowers, I would say that POL needs to
ensure that future whistleblowing complaints are dealt with by a truly
independent third party, who does not have ties to the lawyers defending the
organisation. That these investigators act within a specified and reasonable
timescale, that the terms of reference are mutually agreed and transparent,
that the list of witnesses/interviewees is transparent, that the methodology is
explained, with regular updates to the whistleblower themselves, fairly and
without real or perceived bias, and with confidentiality strictly always adhered
to. Also, that the whistleblower is provided with some reasonable financial
support and protection. Ultimately, I feel there should be a change in law
which allows officers in public companies, who spend excessive public monies
to defend themselves and/or their actions against whistleblowers yet are
found by the Courts or an ET to be guilty of the alleged action(s), to be held
accountable for the public spending abuse and negligence. There also needs
to be a separate but detailed line in the annual report and accounts, which
states what public money is being spent on defending the executives and/or
board against whistleblowing claims.

Do you think the culture in POL actively encourages whistleblowers to speak

openly and honestly about their concerns? Please provide reasons for your

answer.

226. During my time at POL, I did not feel that the culture fostered an environment
where people felt comfortable speaking up or sharing honestly their concerns.
Yes, there did seem to be an acknowledgement that “Speaking Up” was the
right thing to do, and reminders would go out to tell colleagues about the

process and the fact it would be anonymous. However, in reality, this needed

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227.

228.

229.

to be part of the cultural transformation programme to be effective and I had
fundamental concerns in the way in which POL managed the investigations
into Speak Up complaints as set out earlier in this statement.
I knew firsthand of individuals who had raised issues and were subject to over-
the-top, adversarial and protracted investigation processes and found
subsequent feedback to be so difficult and upsetting that on conclusion of the
investigation they had actually felt the need to resign, feeling as though the
investigation had damaged working relationships so badly, they were unable
to continue in their role. When you hear of stories like this which have
happened to your colleagues, naturally you are wary yourself of raising
concerns.
As stated elsewhere in this statement, it was also the case that bullying and
poor behaviour were prevalent at the highest levels of POL. I believe that the
fact nothing appeared to be done about this poor behaviour has led to others
in the organisation taking the decision not to raise their own concerns, with a
view that if the CEO himself turned his back on this type of poor behaviour,
there is no point in individuals raising concerns about similar behaviour they
are experiencing or concerned about.
There also seemed to be no difference between a Speak Up complaint relating
to a whistleblowing matter (which would normally be directed to an
independent investigation team) and those associated with a grievance (which
should, in my experience, be dealt with by the HR team). The two processes
were conflated at POL, and I did not feel that the investigations team at POL
had the emotional intelligence to deal with some of these more complex

grievances.

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230. I am obviously conflicted when answering this question, given my own
experiences of raising wrong doings and whistleblowing complaints to Mr
Read and to the likes of Mr Foat (who was in the inner circle of Mr Read),
which resulted in me having to go through a protracted and a very unhealthy,
but moreover unnecessary, investigation. This was not because the
complaints had substance, but because the CEO felt uncomfortable with me
raising wrongdoing issues and calling him out. I also got defamed, and
referred to as “blunt”, and within the recent weeks, I have heard for the first
time, that here were ‘performance’ concerns, which again, suits Mr Read's
agenda.

231. Further, for the reasons explained earlier in the statement, I also feel that my
subsequent Speak Up complaint was not managed justly or effectively. I do
therefore feel that anyone in POL, thinking about raising their hands in relation
to a concern, might have second thoughts when they see what has happened
to me.

Are you aware of any other whistle-blowing complaints having been made

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 the Board, SEG and any individuals

named in the complaint, insofar as you are able whilst protecting the identity

of the whistle-blower.
232. Any whistleblowing complaints made per POL’s Speak Up policy were directed
to individuals in the legal team for consideration / investigation. In POL’s

structure, the investigations team also sits within the legal team.

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233. The result of this set-up was that the initial whistleblowing complaint and any
subsequent investigation were, by design, handled by the legal team. I
therefore had no involvement in or knowledge of any specific whistleblowing
complaints in my role as Chief People Officer.

KEY EVENTS

To the extent which this is not covered in any previous question, please

set_out the circumstances which led to you not continuing in your position at

POL.

234. I believe this is covered in previous answers, but to reiterate, my employment
with POL was terminated on 30th June 2023 with immediate effect by Mr
Read — despite not making any reference to misconduct (gross or not) in the
dismissal letter, and not following any sort of usual employment law process to
enact such dismissal.

235. The reason for the termination was purportedly that he felt “unable to confirm
[my] suitability for continued employment with POL” following the outcome of
an investigation into claims made by disaffected members of a dysfunctional
and toxic team I inherited on joining POL.

236. The outcome of the investigation report however essentially exonerated me. It
was very clear that there was not sufficient evidence to find that there was a
pattern of behaviour from me which created a lack of trust in the working
relationship between me and the rest of my team, or that it created a toxic
working environment which led to individuals resigning or impacting their
health.

237. The investigation only found minor points which suggested I could have had a

case to answer, and even then, it was made clear that the evidence needed to

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238.

be considered in the wider context and in light of the significant mitigating
evidence, including evidence that Mr Read personally encouraged me to take
actions against the referenced individuals.

Despite this, Mr Read used the findings of the report to obfuscate the real
reason he dismissed me; namely my raising of serious concerns,
wrongdoings, significant compliance and governance issues throughout my

employment to both him and Mr Staunton.

Please provide an overview of the ‘Project Pheonix’ and ‘Past Roles’ projects,

including any involvement you had in the delivery of such projects, and any

observations you may have about the progress and effectiveness of such

projects.

239.

240.

241.

I first became aware of Project Pheonix in February 2023. I was asked ina
meeting by someone, I believe Diane Wills (the Inquiry Director), to look into
the employment status of 106 colleagues who had allegations of wrongdoing
made against them during the GLO and Human Impacts Hearing. At this point,
the business had no understanding whether these colleagues were still
employed in any capacity within POL.

I requested that I be furnished with the full list of colleagues so that I could
investigate their employment status and report my findings. I received the list
two weeks later and instructed a member of my senior leadership team to
investigate and report back to me their findings. This work was completed,
and it showed that of the 106 colleagues checked, 7 were employed by POL
in various positions within the business.

The approach made to me in February 2023 was the first the HR team had

known of Project Pheonix. The project was being managed by the Central

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Investigations Team lead by John Bartlett and, to my knowledge, there had
been no action or investigation undertaken before my team investigated
matter, due to a lack of resource in the Central Investigation Team.

242. In respect of the “Past Roles” project, on 2 March 2023 Mr Brian Trotter gave
evidence to the Inquiry and during his questioning by Counsel to the Inquiry
he admitted that he was currently employed by POL working in the
Remediation Unit.

243. This came as a big shock to POL, that we were employing people who had
been involved in the suspension, investigation and prosecution of postmasters
and they had been recruited into the team that were now responsible for
deliver redress to wrongly prosecuted postmasters.

244. Atthis stage the piece of work relating to the issue was called "Conflicts" but
was later changed to Past Roles as the business had a conflicts policy and
this was causing some confusion with the leadership team.

245. I instructed a member of my leadership team, Patrick Quinn, to undertake a
piece of work to fully understand who was employed within the Remediation
Unit and their employment history with POL.

246. Upon investigation it emerged that when the Remediation Unit was initiated,
the recruitment had been based on colleagues having knowledge of POL
systems and procedures; no consideration had been given to any roles they
had held or to fact they could have been involved in the suspension,
investigation and prosecution of postmasters and the failings of the past.
Indeed, it transpired that Brian Trotter was also part of the Project Pheonix

investigation into an allegation into wrong doings by himself.

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247.

248.

249.

250.

251.

252.

I also learned that these ex-colleagues were recruited to the Remediation Unit
without compliance to POL Recruitment Policy (see below). This resulted in a
complaint being raised, prior to me joining, against Simon Recaldin, the leader
of this department, by a member of the HR department.
Brian Trotter and two others within the Remediation Unit were on fixed term
contracts and because of their employment backgrounds I instructed the HR
team with approval from the Remediation Director to end their employment
upon their fixed term contract end date which was July and August 2023
respectively.
I emailed Mr Read on 20 March 2023 in relation to the matter of engaging and
re-engaging ex-employees who have a potential conflict of interest. I
suggested that we needed to review the risk of each employee, investigate
and decide the best approach. I further suggested that we need guidance
and/or a policy in place, as well as the recruitment process amending. I raised
my concern to Mr Read as follows:
“...Itis another example of where we have systemic failure across the
business (where common sense seems to have escaped us again!)”
I do not recall Mr Read responding to my email.
The recruitment process remained flawed, and I became aware of ex-
employees returning to the POL within 18 months of being made redundant,
which in my view could have constituted a conflict of interest and was not
compliant with our Recruitment Policy.
When the initial investigation into colleagues employed within the remediation
unit was completed, there were 42 colleagues identified to have held roles

that could have been involved in the suspension, investigation and

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prosecution of Post Masters. At this point, the investigation work was a desk
top exercise and further validation would need to be completed to ensure data
integrity and completeness.

253. It was clear to me that we needed to revisit our recruitment policy and
procedures to make sure that this could not happen going forward. I therefore
had the policy and recruitment documentation revised to include the capturing
of any past employment and roles held, so that applicants who had held roles
involved in the investigation and prosecution of Post Masters and the failings
of the past would not be re-employed by the business.

254. It was a difficult matter to deal with for many people, particularly the Legal
Team, who I could not pin down on a clear strategy and way forward. I
understood this would mainly be a matter for HR to oversee, but I did have to
keep discussing options with the Legal Team. From my perspective, the
answer was fairly straightforward; if any colleagues employed across POL
had an employment history that could undermine the SPM and/or public
confidence, in either POL’s processes, ongoing services or reputation, or trust,
then we investigate with a view to consider serving notice to terminate their
employment, and if we find mitigating reasons that supports the individual's
continued employment, then we ensure these people are in roles which are
not directly related to HMU activity.

255. At the point of me leaving POL, this was still being debated and I am still
unsure, having seen some of the individuals attend the Inquiry, that this matter
has been appropriately resolved.

Please consider the Times article dated 19 February 2024 (RLIT0000201).

Please set out in detail your understanding of the matters raised in this article,

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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.

256. The article quotes Mr Jacobs that the SPM NEDs were “ignored or unwanted”
and “seen by many as an annoyance” (Quoted from the Times Article dated
19 February 2024. RLIT0000201).

257. I can confirm that, prior to me joining POL, Mr Read stated to me that he felt
the SPM NEDs were too tactical and that he needed to reverse the decision to
have SPM NEDs on the Board. On two further occasions, after Board
meetings, he shared his frustration about their role at the Board meetings and
reiterated a similar point; that they were annoying. I have seen recently
meeting minutes in the public domain where it said that the SPM NEDs
behave like Trade Unionist. This reflects the comments Mr Read had
previously made to me.

258. When speaking with Simon Recaldin in my first weeks at POL, he did suggest
that the reason why some SPMs had not come forward for compensation was
that some are likely to be guilty and this was going to be a difficult message to
handle.

259. He did share with me the significant efforts POL had made to make contact
with SPMs, but it remained that over 700 had still not come forward to be
exonerated. I raised this with Mr Read and separately with Richard Taylor,
who both confirmed that in all likelihood some of the 700 SPMs who had not
come forward were guilty and they were considering how to handle this from a

PR perspective. I felt this view was worrying and would not encourage those

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260.

261.

who have been wronged, who were already afraid, to come forward.
Moreover, this would certainly damage even further the trust and confidence
between POL and SPMs. The background to the Times Article includes the
publication by the POL CEO, Mr Read, of a letter to the Lord Chancellor and
Secretary of State for Justice dated 9 January 2024 on the POL website which
in my view reinforces what I heard.

I met with Elliott Jacobs and Saf Ismail in March 2023, who brought it to my
attention that Elliott Jacobs was being investigated. Elliott Jacobs was
naturally distraught by the experience and was feeling that he was already
regarded as ‘guilty’ before any investigation had taken place. At the time, I
was facing a second investigation because of the Inquiry, not receiving and
approving my signed undertakings, which would allow me to see Inquiry
updates at the monthly GE meetings. Elliott Jacobs drove me from Finsbury
Dials to St Pancras, and Elliott Jacobs and I discussed the heavy-handed
nature of the investigations team. We both felt things had not changed in the
last 20 years.

I was very much of the view that POL’s investigations needed to be removed
from under Mr Foat’s team and put into a completely independent third-party
organisation. I wrote to Mr Read about my own concerns in respect of the
way investigations were being managed and made these suggestions on 15th
and 20th March. He then shared my email with Mr Foat, which did not help
my relationship with Mr Foat, who later became defensive with me about the
investigations team and process. Mr Foat was known to be close to Mr Read

and was referred to by a board member as one of Mr Read’s ‘henchmen’.

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262.

263.

264.

I understood from the SPM NEDs that Mr Read referred to Mr Foat and the
investigation team as the ‘untouchables’. Mr Read would complain to me
about the power the Legal Department held within POL, and that he could not
see this situation changing whilst POL was working through the Inquiry and
dealing with the compensation claims. I certainly felt Mr Read’s unwillingness
to challenge Mr Foat reinforced this position.
There were too many occasions when POL was receiving negative PR, asa
result of poor governance or issues within Mr Foat’s area: whether it was the
costs associated with external lawyers (which in 2022 were £80m and 2023,
were estimated to reach £250m); the lack of pace and over-bureaucracy in
paying compensation; the undisclosed data not submitted to the Inquiry; the
discovery of the use abhorrent racist language in classifying SPMs; the failure
to provide timely information to the Inquiry; the recruitment of 40 ex
colleagues in the HMU to handle the compensation process (some of which
had previously been involved in prosecuting SPMs) etc.
Despite Mr Read recognising these performance issues, becoming frustrated
with Mr Foat and complaining to me on several occasions that Mr Foat was
out of his depth, Mr Read failed to appropriately address these ‘performance’
matters with him. Mr Staunton eventually insisted that Mr Read acted (ata
breakfast meeting on 26th April 2023 which I attended) to remove from Mr
Foat’s responsibilities all matters relating to the Inquiry. I understand

eventually was communicated in July 2023.

265. As mentioned before, I have an email from Mr Read in March 2023 (when it

was made public that Brian Trotter was working for POL), where he

complained to me about the re-engagement of ex colleagues within the HMU.

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The suggestion made in such email was that this mess was the responsibility
of the HR department. He copied Mr Foat into this email. However, my team
had raised a complaint/grievance just prior to me joining as they had been
excluded from the recruitment process for Simon Recaldin’s/Mr Foat's team,
which Mr Read was aware of. I have already mentioned the difficulty I
experienced in trying to manage the latter conflicted individuals in this
statement, and the fact I kept coming up against objections from the Legal
team, when in my view, this should have been a decision my team take.

266. I have already highlighted a ‘sub-board’ meeting on 24th January 2023, to
which neither NED SPMs was invited. This was a meeting that was already in
the diary, and I was asked to attend the first section, to share with the Board
the concerns raised by Mr Read on 23rd January 2023, over his pay, bonus
and his threat of claiming constructive dismissal.

To the extent which this is not covered in any previous question, please set

out in detail your understanding of the circumstances which led to the

dismissal of Mr Staunton on 27 January 2024, including the relevant

background, chronology and actions of any individuals involved.

267. I feel in part that the feedback I provided as part of my ‘Speak Up’ complaints
could have contributed to this matter.

268. As mentioned before, I had made a point in my complaint about ‘women being
pains in the arse’ which was more a reflection of how I felt Mr Read viewed
strong women in the business.

269. This comment was made at a meeting on 25th January 2023 (a year before Mr

Staunton was dismissed), with Green Park, when discussing NED shortlists.

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In this meeting, Mr Staunton made some “old-fashioned” comments about one

of the candidates.

270. Aside from asking about the origin of one of the candidates, in his words, “she

271.

doesn't look coloured”, he went on to refer to her (in view of her age) as a ‘girl’
(as opposed to older woman, who he referred to as ‘ladies’). He then asked if
she would be a ‘pain in the arse’; he went onto to explain that a previous
female CEO in WHSmith had refused to employ women, as she felt they were
all a ‘pain in the arse’. It is important to note here that Mr Staunton thought
this candidate was very credible and as a result she was shortlisted and
invited back to a face-to-face panel interview, where she performed very well.
Ultimately, she was up against another extremely strong NED and was
therefore not taken forward, however, Mr Staunton said to the panel that he
wanted to keep her in mind, as he could see that due to her experience in
digital etc., she could add value to POL in the future.

In any event, following the meeting, Dan Richards from Green Park called me
to say that Mr Staunton needed to be pulled up on his comments and he
asked if I would pick it up with him. I did this at a subsequent 1-2-1 meeting
with Mr Staunton. Mr Staunton was deeply concerned his comments could be
perceived in such a way. He told me that the ‘girls’ and “pain in the arse”
comments were statements made by a previous female CEO he worked with,
rather than these be something he personally was endorsing. In a follow up,
he asked me to continue to point out anything he said that might not be
considered politically incorrect, as he did not want to inadvertently offend

anyone.

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272. Following the 1-2-1 meeting, I raised these comments made by Mr Staunton

273.

274.

with Mr Foat and Nick Foat, and we discussed arranging Diversity & Inclusion
training for the NEDs (we had 3 new NEDs joining, who would also need this).
We all agreed that Mr Staunton was not deliberately offensive, but his
comments were inappropriate could be taken out of context and therefore, he
could be a liability.

In the end, I do not believe any such training was delivered to the NEDs. I
don’t believe Mr Read raised these comments as concerns himself. I do not
therefore consider the comments by Mr Staunton in January 2023 (one year
before he was dismissed by the Secretary of State) were considered
significant and/or material.

For the record, I did not and do not believe that Mr Staunton is sexist or racist.
He actively championed diversity, and he insisted on diversity in the
shortlisted candidates for roles. He had appointed Simon Jeffries as Audit
Committee Chair, who was an excellent candidate, but he was a white middle-
aged accountant and Henry was anxious that the other two appointees should
reflect stronger diversity. He was continually pushing for a diverse board,
particularly for more women and ethnic representation. He subsequently
appointed Amanda Burton and Andrew Darfoor to NED roles. In my view, Mr
Staunton was championing diversity more than anyone else in POL at the
Board level. Had the investigation into my Speak Up complaint asked me
directly if I felt Mr Staunton was sexist or racist, I would have said,
categorically, no. I did not raise these specific matters as a complaint against

Mr Staunton.

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275. In relation to how this led to Mr Staunton’s dismissal, when I attended my
interview with the barrister in respect of my Speak Up complaint in November
2023, the barrister seemed to hone in on the section of my complaint relating
to Mr Staunton’s comments from January 2023, which I felt was a rather minor
aspect of the much more serious matters I had raised. It felt as though she
had an agenda to get rid of him. She didn’t ask full questions of me in this
respect, for example she never asked me whether I thought Mr Staunton was
racist or sexist (which again, to confirm, I do not think he is).

276. I recall a meeting with David Bickerton, when we were discussing the
proposed exit of Mr Cameron, POL’s CFO. This was in March 2023, just after
Kemi Badenoch was appointed as Secretary of State. There was a lot of
evidence on informal complaints and a current formal complaint against Mr
Cameron, which highlighted his volatile and aggressive behaviour, which in
my view, impacted women more than it did men. David Bickerton was of the
view that we could not use this as a reason for exiting Mr Cameron, that if
Kemi Badenoch was presented with anything discriminatory, she would go
‘ballistic’, that she was ‘hot’ on these matters, and she would simply want him
fired. I can only imagine therefore that Kemi Badenoch, having been
presented by Lorna Gratton (UKGI — who was overseeing the investigation in
my “Speak Up’ complaint) with the comments that Mr Staunton made (without
balance or context), she predictably went ‘ballistic’ as David Bickerton had
warned she would.

277. My understanding of Mr Staunton was that he was clumsy with his words. He
used “old-fashioned” language, which could often lead to him coming across

as though he had said something offensive when (in my opinion) that had not

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been his intention. I also updated Saf Ismail on Mr Staunton’s comments, and
he also agreed that Mr Staunton was not racist or sexist; that he was old
fashioned but more over a very polite man. I think it is also fair to say that Mr
Staunton did more to advance the diversity of GE than any Chairman before
him.

278. I think perhaps a wider problem from my perspective with Mr Staunton was
that he did not seem to want to hold the CEO accountable. He wanted
harmony and gave the CEO his full support, without proper independent
thought on his performance and behaviour. I do believe that Mr Staunton
respected me and recognised I was capable, however, he did not want to get
involved in the day-to-day relationship between myself and Mr Read, even
though we had discussed some fairly serious concerns over misogyny, jobs
for the boys and some serious compliance issues, particularly relating to
remuneration.

279. Ultimately, my understanding is that Mr Staunton was dismissed due in part to
the findings of the report into my complaint even though my complaint was
never intended to be about him.

Please set out in detail your understanding of the circumstances which led to

the resignation of Mr Cameron on 25 June 2024, including the relevant

background, chronology and actions of any individuals involved.

280. To start, as has been alluded to elsewhere in this statement, I felt the
relationship between Alistair Cameron and Mr Read was extremely poor.
281. Mr Read constantly complained about Mr Cameron's style, his assertiveness

and over verbose contribution at meetings, all behind his back. Mr Read

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282.

283.

284.

285.

286.

complained about these things not only to me, but to other Board members,
GE, UKGI and BEIS.

On my first day with POL, I was told by my predecessor that one of my
priorities was to remove Mr Cameron from POL. This was something that Mr
Read continued to reiterate to me in various 1-2-1 meetings.

To me, it was clear when speaking with Mr Cameron that he sensed that Mr
Read wanted to remove him. As such, I believe he felt vulnerable, and my
view is that this led in part to his “lashing out” and aggressive behaviour
towards others.

Throughout my time as Group Chief People Officer there were numerous
informal complaints and one formal grievance raised against Mr Cameron by
members of his team, other senior leaders and from 3 female NED directors.
I would say that 90% of these complaints came from women and all pointed to
his aggressive, intimidatory and/or unpredictable behaviour. I do not believe
that Mr Cameron was deliberately sexist, I do however feel his behaviour
impacted on women than men. I do not think he appreciated the impact he
had on women, and I felt it was important that Mr Read should manage Mr
Cameron's behaviour, however, Mr Read flatly refused to raise any such
concerns with him. This had a detrimental effect on women in POL.
I understood from early on in my role with POL that Mr Read had attempted to
exit Mr Cameron by way of settlement agreement around April 2021. Mr Read
started an exit process and told Mr Cameron that he would be leaving POL
under an agreement, but did not follow the Shareholder’s request regarding

timings for the agreement. As such, approval for a settlement was ultimately

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retracted by the Shareholder, and Mr Read had to inform Mr Cameron that he
would now in fact not be exited.

287. This difficult situation resulted in ongoing acrimony and awful toxic behaviour
between them from that point. Mr Read was constantly complaining informally
of Mr Cameron's aggressive behaviour but was unwilling to challenge him.
This only added to the feeling that Mr Read was protecting male members of
the GE and ultimately resulted in a number of people telling me that they were
unwilling to put any complaints in against Mr Cameron. I also understand that
Mr Read's refusal to deal with this matter formally resulted in many women
feeling vulnerable working in POL and uninclined to raise concerns — I include
myself in this number.

288. In the event of Mr Cameron leaving POL, which seemed inevitable, Mr Read
wanted to prevent Mr Cameron from speaking out about misconduct or wrong
doings which had occurred at POL and grant him an enhance severance
package, ‘good leaver’ status and a mutual exit from POL, wrapped up ina
settlement agreement. Mr Read sought approval to go down the settlement

agreement route a second time from the Shareholder in March 2023, but the
request was rejected.

289. The advice of UKGI (which I also supported) was to performance manage Mr

Cameron (and offer him the support he needed to change behaviour) instead
of simply removing him. Mr Read was vehemently opposed to taking
appropriate performance management action, as he felt that Mr Cameron
‘would fight like a rat in a sack’ and would raise grievances and complaints
about Mr Read’s own failures/conduct. Mr Cameron on at least 3 occasions

threatened to ‘even the playing field’ if Mr Read took any action against him.

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290. On around 23 March 2023, after the rejection by Shareholder of settlement

291.

plan, Mr Read came into my office. He was aggressive and agitated. He said
he wanted a word with me. It transpired that Mr Cameron had written a letter
to Mr Read. I understand that the letter contained a list of protected
disclosures, concerning the costs and lack of governance in IT (although Mr
Read would not show me the letter itself at the time). Mr Read said he was not
prepared to continue working with Mr Cameron. He instructed me that Mr
Cameron should be exited immediately. I explained that this was not possible,
that we needed to work through a normal performance management process.
He was unwilling to do this. I believe Mr Read felt hamstrung in having to
keep Mr Cameron employed which led to frustration and mistrust.

t was around this time, April 2023, that Mr Cameron separately confirmed to
me that he was feeling very stressed and unwell. I asked Mr Cameron
whether the cause was his relationship with Mr Read and he acknowledged
this was the likely cause. I suggested he needed to think about himself and
his health and go and see his GP. He said he was taking holiday, and he

would think about his next steps.

292. At this point there had been several attempts to remove Mr Cameron that had

failed. I discussed with Mr Read and Mr Staunton shortly after this
conversation my concern that Mr Cameron might be signed off work with
sickness given his complaints of ill health and stress. They agreed it would be

a sensible course of action, for Mr Cameron to take sick leave.

293. Mr Cameron then went on holiday for two weeks to Thailand and when he

returned he was signed off sick with stress. I was asked by Mr Read on 11

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May 2023 to make a call to Mr Cameron to understand how he was feeling,
and when I did so Mr Cameron told me of his continuing stress and anxiety
relating to his situation at work. Mr Cameron further told me that if the current
grievance against him was not managed fairly, ‘that he would even the playing
field’. I documented the key points of meeting to Mr Read.

294. Atthe above meeting Mr Cameron also raised concerns over NBIT delays,
spending on NBIT, SPM remuneration, and key metrics, all of which he felt
had been moving in the wrong direction over the last 3 years (recorded in
notes). He also mentioned (as he had done previously) that Mr Read
preferred and trusted the less experienced ‘younger’ men, who were in his
‘inner circle’ and that the more experienced ‘older’ execs which included him,
Owen, Martin and me, were not trusted by Mr Read. Mr Cameron came
across as a person who actually cared for SPMs and Post Office. He was not
however, respected or supported by the CEO.

295. I understand that Mr Cameron remained off work from that point. I left POL
myself shortly afterwards, but did subsequently see in the news that Mr
Cameron has retired from POL due to ill-health in June 2024.

Please set out any other comments, reflections or concerns (if any) you ma

have about your experience on the POL SEG, as well as any other matters that

you consider the Chair of the Inquiry should be aware of.

296. This was just 7 months of my life, but one of the most difficult challenges from
a mental health perspective. I consider myself fairly robust, but this has left
me with ongoing health issues which I have to deal with. In saying this, I do
fully recognise what happened to me, was incidental by comparison to the

beyond awful experience wronged SPM’s have gone through. I have felt a

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297.

298.

299.

300.

301.

302.

strong compassion for them throughout which this has only added to my drive
to flush out the ongoing and extremely poor behaviours within POL, which
continue to fail the SPMs.

I walked into an organisation that was completely out of control, chaotic, with
significant operational as well as cultural issues to fix.

It became apparent that Mr Read did not have a grip on these issues, he
seemed to be operating in a self-obsessed world where he was unwilling to
focus on any of the important issues affecting POL in favour of his own pay.

The POL Board cannot remain focused on protecting the CEO at all costs.
There needs to be a heart and a brain at the top of the organisation, which
shows true curiosity and care in what is happening round them, including the
CEO behaviour. I would suggest that the POL Board routinely conduct 360
assessments on the individual SEG and Board effectiveness to monitor these
points. Those Board members who cannot demonstrate emotional
intelligence, who don’t look beyond their ivory tower, who don’t have a
genuine concern for SPMs should be removed.

The Board and Shareholder need to truly understand the cause of the
breakdown in trust and confidence in senior leaders and develop plans to fix
this.

The Government and Shareholder also need show more interest in what is
happening, carry out surveys and understand the issues affecting SPMs and
colleagues.

It is the people who work long hours, on the front line, facing customers, i.e.
SPMs who are the ones POL need to nurture and care for. POL’s strategy,

culture and focus needs to be about improving the lives of SPMs.

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303. The strategy should remove complexity in the organisation and focus on how it
can improve SPM remuneration, reduce HQ costs and provide SPMs with
opportunities to enhance their businesses.

304. There needs to be more representation of SPMs in the senior structures in
POL and more opportunity for them to feedback and for their concerns to be
heard. Learnings need to be celebrated.

305. There needs to be the immediate removal of investigations from POL (as it
remains a significant source of mistrust) and placed in the hands of an
independent third-party expert (e.g. Second sight).

306. The whistleblowing process should be distinct from grievances and the
independent investigation processes should be transparent in the policy.

307. SPMs need proper protection. When I worked within Lloyds Pharmacy, the
Pharmacy Defence Association was an organisation set up to support and
defend Pharmacists (who could be facing an investigation into conduct or
malpractice). I feel there is a strong need for SPMs to have a similar
organisation, that provides them with legal support to defend themselves.

Statement of Truth

I believe the content of this statement to be true

Signature: i
29 November 2024 I 6:19:12 AM PST

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ANNEX 1
Index to Witness Statement of Jane Davies
No. I Document Description Control Number URN

1. I Email from Angela Williams to POL-BSFF-WITN-058- I POL00460659
Jane Davies regarding ‘Follow 0014612
up’ dated 4 December 2022.

2. I Overview of HMG Governance I POL-BSFF-WITN-058- I POL00460663
Document 0023872

3. I Teams message from Nick POL-BSFF-WITN-058- I POL00460671
Read to Jane Davies dated 2 0014367
December 2022.

4. I Email from Jane Davies to Nick I POL-BSFF-WITN-058- I POL00460668
Read dated 1 February 2023. 0030134

5. I Email from Nick Read to Angela I POL-BSFF-WITN-058- I POL00460658
Williams regarding ‘Remco’ 0014360
dated 2 December 2022.

6. I 22/23 STIP and 22-25 LTIP POL-BSFF-WITN-058- I POLO0460660
document.

0015164

7. I Transcript of Teams Call with WITN11650102 WITN11650102
Paul Wood.

8. I Letter from Jane Davies to POL-BSFF-WITN-006- I POL00448687
Henry Staunton regarding 0014682
‘Strictly Private and Confidential’
dated 23 May 2023.

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9. I Email from Nick Read to Jane POL-BSFF-WITN-058- I POL00460665

Davies dated 22 January 2023.
0027761

10. I Email from Nick Read to Jane POL-BSFF-WITN-058- I POL00460664
Davies dated 20 January 2023. I 0027707

11.I Email from Nick Read to Jane POL-BSFF-WITN-058- I POLO0460666
Davies regarding BEIS/ UKGI 0028751
response dated 26 January
2023.

12. I Email from Jane Davies to POL-BSFF-WITN-058- I POL00460661
Zdravko Mladenov, Tim McInnes I 0022390
and Alisdair Cameron regarding
‘Moving to a Day Rate
Contractor’ dated 22 December
2022.

13. I Email from Jane Davies to POL-BSFF-WITN-058- I POL00460662
Zdravko Mladenov regarding
‘Moving to a Day Rate 0022634
Contractor’ dated 29 December
2022.

14. I Jane Davies to Nick Read POL-BSFF-WITN-058- I POL00460669
regarding concerns. 0033947

15. I Speak Up Complaint (BSFF POL-BSFF-WITN-006- I POL00448690
privilege redactions). 0023470

16. I Email from Jane Davies to Nick I POL-BSFF-WITN-058- I POL00460667
Read dated 1 February 2023. 0029929

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17.I Screenshot — Q&A slide from WITN11650103 WITN11650103
NBIT programme roll out
briefing.
18. I Engagement Survey 2022 POL-BSFF-WITN-058- I POL00448635
Document.
0014953
19.I Presentation prepared by Jane I POL-BSFF-WITN-010- I POL00448642
Davies providing feedback on 0000044
engagement survey and
leadership behaviours — March
2023.
20. I Email from Juliet Lang to Jane POL-BSFF-WITN-058- I POL00460670
Davies regarding ‘Wood Street I 0060811
GE update’ dated 19 April 2023.
21.I Presentation Video Transcript. WITN11650105 WITN11650105
22. I Email chain between Saf Ismail, I POL-BSFF-WITN-021- I POL00448608
Benjamin Tidswell and Amanda_I 0000022
Burton from 4 — 7 April 2024
23. I The Times article dated 19 RLIT0000201 RLIT0000201
February 2024.

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