Board sub-committees

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 Carla Stent.

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.

Nominations Committee

The Nominations Committee is made up of three Non-Executive Directors and is chaired by Tim Parker.

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.

Remuneration Committee

The Remuneration Committee is made up of four Non-Executive Directors and is chaired by Lisa Harrington.

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.

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