There are number Board committees which deal with specific topics requiring independent oversight including Audit, Risk and Compliance, Nominations of the Board, Pensions and Senior Remuneration.
Each Committee is chaired by a Non-Executive Director and operates within its own agreed, documented Terms of Reference.
Audit, Risk and Compliance Committee
The Audit, Risk and Compliance Committee is made up of four Non-Executive Directors and is chaired by Simon Jeffreys.
They consider Post Office Limited’s financial reporting, including accounting policies and internal financial controls. It looks at the levels of risk which exist within the Post Office and the steps taken to mitigate those risks.
It will consider financial controls alongside the financial audit work conducted by the External Auditors, (Post Office has appointed PWC, following a tender process) and the business wide risk and controls assurance work conducted by Internal Audit.
The Nominations Committee is made up of four Non-Executive Directors and is chaired by Henry Staunton.
The primary role of this committee is to recommend to the Board any changes in Board membership and manage the process for recruiting and replacing directors. The committee will keep under review the balance of skills, experience and diversity available within the Board and each of the Board sub-committees. The Nominations Committee will also oversee the process for Board and committee performance evaluation, and monitor talent and diversity. The Chief Executive may attend meetings, at the invitation of the Chairman, to discuss matters relating to the talent and diversity policies.
The Remuneration Committee is made up of six Non-Executive Directors and is chaired by Amanda Burton.
The Remuneration Committee is responsible for making recommendations to Post Office’s shareholder on the remuneration of the Executive Directors in accordance with the Articles of Association. In doing so, it reviews the remuneration policy and packages of the most senior leadership team, being the roles which report directly to the Chief Executive.
Historical Remediation Committee
The Historical Remediation Committee is made up of four Non-Executive Directors and is chaired by Ben Tidswell.
The Historical Remediation committee oversees the administration of the Historical Shortfall Scheme (HSS); considers the principles that underpin how HSS claims are assessed for the consideration of the HSS Independent Advisory Panel (IAP); considers claim outcomes recommended by the IAP (including those recommending offers of financial compensation); recommend to the Board decisions on precedent setting matters; and consider any other matters escalated to the HRC for decision.
The Investment Committee is made up of three Non-Executive Directors and is chaired by Andrew Darfoor.
The Investment Committee provides Board-level oversight of Post Office Limited’s investment or change activity under its three-year and annual plans. The Committee reviews and challenges spend and performance in relation to change projects, to ensure value for money and affordability as well as alignment with Post Office Limited’s strategic priorities.