1 Friday, 4 October 2024 2 (9.59 am) 3 MS HODGE: Good morning, sir. Can you see and hear us? 4 SIR WYN WILLIAMS: Yes, I can, thank you. 5 MS HODGE: Thank you. Our first witness today is Rachel 6 Scarrabelotti. Please could the witness be sworn. 7 RACHEL SCARRABELOTTI (sworn) 8 Questioned by MS HODGE 9 MS HODGE: Please give your full name. 10 A. Rachel Scarrabelotti. 11 Q. Ms Scarrabelotti, you've provided six statements to the 12 Inquiry? 13 A. Yes. 14 Q. The first five of which are corporate statements, which 15 you've provided in your capacity as Company Secretary of 16 Post Office Limited; is that right? 17 A. Yes, that's right. 18 Q. In your sixth statement to the Inquiry, you've given 19 responses to questions directed to you personally, 20 concerning matters which have arisen during your 21 employment as Company Secretary; is that right? 22 A. Yes, that's right. 23 Q. My questions for you today will be focused upon your 24 sixth witness statement but, before we begin examining 25 your evidence, there are some formalities we need to go 1 1 through to confirm that the contents of your statements 2 are all true and whether you wish to make any 3 corrections; is that clear? 4 A. Yes. 5 Q. Thank you. I propose to deal with your statements in 6 date order, which takes them slightly out of sequence. 7 Can we begin, please, with your second statement to the 8 Inquiry that's dated 16 February 2024. 9 That statement bears the reference WITN11120200. Do 10 you have a copy of that statement? 11 A. Yes, I do thank you. 12 Q. It should run to 40 pages. Could I ask you, please, to 13 turn to page 36; do you see your signature there? 14 A. Yes, I do. 15 Q. Is the content of that statement true to the best of 16 your knowledge and belief? 17 A. Yes, it is. 18 Q. Thank you. Turning then to what's described as your 19 first statement, that one is dated 20 February, so 20 post-dates your second statement, and it bears the 21 reference WITN11120100. Do you have a copy of that 22 statement in front of you? 23 A. Yes, I do. 24 Q. Thank you. That statement runs to 63 pages. Can I ask 25 you, please, to turn to page 50? 2 1 A. Yes. 2 Q. Do you see your signature there? 3 A. Yes. 4 Q. Is the content of that statement true to the best of 5 your knowledge and belief? 6 A. Yes, it is. 7 Q. Thank you. Your third statement then, please, bears the 8 reference WITN11120300, it's dated 13 March 2024. Do 9 you have that in front of you? 10 A. Yes, I do. 11 Q. That runs to 93 pages but includes a lengthy exhibit. 12 Can I ask you please to turn to page 15 of that 13 statement? 14 A. Yes. 15 Q. Do you see your signature there? 16 A. Yes, I do. 17 Q. Is the content of that statement true to the best of 18 your knowledge and belief? 19 A. Yes, it is. 20 Q. Thank you. Your fourth statement, please, bears the 21 reference WITN11120400, it's dated 28 March this year 22 and runs to 50 pages; do you have that in front of you? 23 A. Yes, I do. 24 Q. Can I ask you, please, to turn to page 33. 25 A. Yes. 3 1 Q. Do you see your signature there? 2 A. Yes, I do. 3 Q. Is the content of that statement true to the best of 4 your knowledge and belief? 5 A. Yes, it is. 6 Q. Next your fifth statement, please, dated 19 July 2024. 7 It bears the reference WITN11120500. 8 A. Mm-hm. 9 Q. It's three pages in length, containing a correction to 10 your second witness statement. At page 3, please, do 11 you see your signature? 12 A. Yes, I do. 13 Q. Is the content of that statement true to the best of 14 your knowledge and belief? 15 A. Yes, it is. 16 Q. Thank you. Finally, then, dealing with your sixth 17 statement to the Inquiry, dated 29 August 2024, have you 18 got a copy of that statement in front of you? 19 A. Yes, I do. 20 Q. That runs to 85 pages. Can I ask you, please, to turn 21 to page 83? 22 A. Yes. 23 Q. Do you see your signature there? 24 A. Yes, I do. 25 Q. I understand there are some corrections that you wish to 4 1 make in relation to this statement; is that correct? 2 A. Yes, please. 3 Q. So firstly at paragraph 44(c) on page 29; do you have 4 that before you? 5 A. Yes, I do. 6 Q. At the end of the second line, it reads: 7 "This is an Executive-level committee ..." 8 So this a reference to the Historical Remediation 9 Unit. 10 A. Yes. 11 Q. You describe it as: 12 "... an Executive-level committee charged with 13 operational responsibility for the delivery of 14 remediation matters." 15 Is it correct that it is, in fact, a business unit, 16 rather than an Executive-level committee. 17 A. Yes, that's right. 18 Q. Therefore, you would like that to be amended to reflect 19 the correct position? 20 A. That's right, yes. 21 Q. Then at paragraph 86, please, on page 56 of your 22 statement, you date the review carried out by Ernst & 23 Young of the Post Office's whistleblowing policies as 24 1 June 2023; should that, in fact, read 26 April 2023? 25 A. That's right, yes. 5 1 Q. Thank you. Finally, at paragraph 113 on page 68, you 2 refer to the Post Office's Group Legal Policy, which you 3 say there has previously been disclosed to the Inquiry. 4 Is it, in fact, right that the policy had not been 5 disclosed as at the date on which you signed your 6 statement? 7 A. That's right, yes. 8 Q. It has now been disclosed -- 9 A. Yes. 10 Q. -- and it bears a reference POL00460567; is that 11 correct? 12 A. Yes, that's correct. 13 Q. Thank you. Subject to the corrections which you've just 14 made, is the content of your sixth statement, dated 15 29 August this year, true to the best of your knowledge 16 and belief? 17 A. Yes, it is. 18 Q. Thank you. You are currently employed as the Company 19 Secretary of Post Office Limited; is that right? 20 A. Yes, that's right. 21 Q. Before we examine your role as Company Secretary, I want 22 to ask you some brief questions about your background, 23 please. You studied law and were later admitted as 24 a barrister to the Supreme Court of Queensland, the 25 Federal Court of Australia and the High Court of 6 1 Australia in 2002; is that correct? 2 A. Yes, that's right. 3 Q. The following year, you were admitted as a solicitor to 4 the Supreme Court of Queensland and the Australian 5 Capital Territory; is that right? 6 A. That's right, yes. 7 Q. You spent your early legal career working in corporate 8 real estate and real estate investment management in 9 both Brisbane, Australia, and in London; is that right? 10 A. That's right, yes. 11 Q. In 2011, you were appointed Senior Legal Counsel and 12 Company Secretary in the investment arm of the 13 construction and real estate business conducted by 14 Lendlease; is that right? 15 A. That's right, yes. 16 Q. You transferred to the company's London office in early 17 2018 to become Legal Counsel and Company Secretary for 18 the Europe, Middle East and Africa region; is that 19 correct? 20 A. That's right, yes. 21 Q. In that role you oversaw the corporate governance 22 arrangements of approximately 260 subsidiary companies; 23 is that right? 24 A. Yes. 25 Q. You later qualified as a chartered secretary and 7 1 governance professional with the Chartered Governance 2 Institute UK & Ireland in 2022? 3 A. That's right, yes. 4 Q. Was that before or after you joined the Post Office as 5 Company Secretary? 6 A. That was before. 7 Q. So turning then to your role as Company Secretary of 8 Post Office. 9 A. Yes. 10 Q. You joined the Post Office in March 2022; is that 11 correct? 12 A. That's right, yes. 13 Q. But you weren't formerly admitted or appointed into the 14 role of Company Secretary until April; is that right? 15 A. That's right, yes. 16 Q. You explain in your statement that part of your role as 17 Company Secretary is to provide independent advice to 18 the Board on corporate governance matters; is that 19 right? 20 A. That's correct, yes. 21 Q. In your role as Company Secretary, you report to the 22 General Counsel of the Post Office; is that right? 23 A. That's right, yes. 24 Q. Do you think that reporting to the General Counsel 25 affects your ability to provide independent advice to 8 1 the Post Office Board? 2 A. No. 3 Q. Why is that? 4 A. I suppose whilst my reporting line is through to the 5 General Counsel, I am ultimately accountable to the 6 Chair and to the Board, so I don't feel that my 7 independence is at all compromised by virtue of my 8 reporting line. 9 Q. Thank you. Could I ask you please to just speak 10 a little louder. I think, like me, you're quite softly 11 spoken -- I understand if you sit in between them. 12 That's meant to be optimal. 13 A. Thank you. 14 Q. I'd like to ask you some questions now about your 15 training and induction into the role of Company 16 Secretary. In your statement, you explained you had 17 a handover meeting with your predecessor -- 18 A. Yes. 19 Q. -- and that she supplied you with some handover notes; 20 is that right? 21 A. That's right, yes. 22 Q. Is it right that you did not take part in any formal 23 induction programme and you were not provided with any 24 specific induction materials? 25 A. Yes, so nothing -- certainly nothing specific. 9 1 Q. You undertook some general training applicable to all 2 new entrants; is that right? 3 A. Yes, that's right. 4 Q. As well as a series of training courses addressing 5 a range of topics, such as money laundering, data 6 protection, bribery and whistleblowing; is that right? 7 A. Yes, that's right. 8 Q. What was your perception as the time you joined as to 9 the adequacy of your training and induction? 10 A. I mean, it was very minimal, what I received, and it did 11 make it more difficult to get to grips with my role in 12 good time. Yeah, it made it harder to do the role. 13 Q. Forgive me, can you elaborate a little: in what sense 14 did it make if more difficult for you? 15 A. Well, I think as Company Secretary you need a deep 16 understanding of the key issues that are facing the 17 company and I think, if you're briefed very specifically 18 on those issues, then that helps you to navigate those, 19 you know, with greater ease. 20 Q. So is it the case that you ended up learning on your 21 feet -- 22 A. Yes, very much. 23 Q. -- of these issues in the role -- 24 A. Yes. 25 Q. -- that you'd taken on. Did you raise any concerns at 10 1 the time about the quality and scope of the training and 2 induction which you'd received? 3 A. No. 4 Q. What changes do you think need to be made to improve 5 that situation? 6 A. I think for anyone coming in to the Company Secretarial 7 Team or the Executive Team or the company generally, 8 I think that they need to be briefed very specifically 9 on, you know, on the main issues that are of relevance, 10 you know, to the company. 11 Q. In your role now, what do you consider to be the main 12 issues affecting the company? 13 A. Well, it's probably all of the issues that go to our 14 core priorities. So our core priorities are 15 transforming technology, rebuilding trust and improving 16 branch technology, so I think if people understand the 17 different issues sitting behind each of those 18 priorities, and how they can align their efforts with 19 those priorities, I think that would be very insightful. 20 Q. Forgive me, I think there's still some difficulty in 21 hearing your -- 22 A. Sorry, I'll try to be -- sorry. Pardon me. Yeah. 23 Q. Thank you. In your role as Company Secretary, you 24 received requests for matters to be raised with and/or 25 discussed at meetings of the Board; is that correct? 11 1 A. Yes, that's right. 2 Q. You then decide first whether the matter is sufficiently 3 important to warrant being considered by the Board; is 4 that correct? 5 A. Yes, that's right. 6 Q. Secondly, if the matter does justify the Board's time, 7 whether it should be dealt with by way of an oral 8 presentation or simply as a noting paper; is that 9 correct? 10 A. That's right, yes. 11 Q. Can you please describe the criteria you use to 12 determine which matters go to the Board and which should 13 be decided in other groups or committees? 14 A. Well, it's probably looking at the matters reserved for 15 the Board document, which demarcates very clearly where 16 different items need to come to the Board for decision, 17 and then it sets out which matters are delegated to 18 subsidiary boards or which matters are delegated to 19 committees of the Board, and then it also sets out which 20 matters are delegated to the Executive, so I'll probably 21 use that -- you know, as my starting point. 22 Q. From there? 23 A. From there, I guess, if there's, you know, there can be 24 matters where it's less clear. For example, where the 25 financial delegation to the Executive -- you know, 12 1 a matter could be within that but, because of the risk 2 profile associated with the item, it would still be 3 something that you would want to come to Board. So it's 4 looking at it through that additional lens as well. 5 Q. In your statement, you characterise your approach in 6 this way, you say: 7 "While I am required to exercise a degree of 8 judgement in relation to the strategic importance of 9 potential matters when initially deciding on their 10 inclusion, I generally adopt an overinclusive approach 11 and err on the side of caution." 12 Is that right? 13 A. Yes. 14 Q. One of the issues you identify in your statement 15 concerning the governance of the Post Office relates to 16 the length of the Board papers and their focus on 17 operational matters; is that right? 18 A. Yes. 19 Q. What do you consider to be the underlying cause or 20 causes of that issue? 21 A. Sorry, that the Board papers are? 22 Q. Their length and their focus on operational matters? 23 A. I think that people can treat the Board sometimes as 24 a confessional, so thinking that, if they bring all the 25 information that they have to Board and tell the Board 13 1 everything, that it will somehow alleviate them of their 2 responsibility. 3 Q. What are the consequences, do you think, from 4 a governance perspective, of the Board being 5 overburdened with the detail of operational matters? 6 A. I think that it blurs lines of accountability. I think 7 that respect, perhaps, is lost for the Board because 8 they're associated with operational matters, which are 9 for the Executive, and that the Board ultimately doesn't 10 get to fulfil their proper function and be the Board. 11 Q. Do you think that your own approach of being 12 overinclusive in relation to the Board agenda items 13 might be contributing to that problem? 14 A. Possibly but I would say that we do go through 15 an exercise with the -- it was the CEO, now it's the 16 Acting CEO and Chief of Staff, where we do look to 17 whittle down, you know, the first agenda that I -- you 18 know, the draft agenda that I prepare and, you know, we 19 need to make some tough decisions about what actually 20 does go to the Board. And, you know, matters too can be 21 deferred to later agendas. So yeah, I don't think 22 it's -- I don't think it does contribute. 23 Q. You've described there a process of consultation -- 24 A. Yes. 25 Q. -- with some of the senior executives of the company. 14 1 Does it follow that decisions as to precisely what goes 2 to the Board doesn't rest solely on your shoulders? 3 A. That's right. So the -- as I say, the acting CEO and 4 Chief of Staff will have a look initially at the 5 proposed draft agenda. They will have insights as to, 6 you know, what's happening in the business and whether 7 or not certain matters are actually ready to come. So, 8 you know, there will be some reduction to the agenda 9 through that process and the draft agenda also goes to 10 the Strategic Executive Group, who are given 11 an opportunity to comment, to, you know, feed in and 12 their comments, yeah, are taken on board, certainly not 13 just me devising the agenda. 14 And then, ultimately, I send the agenda to the Chair 15 as well, and the Chair themselves needs to be happy and 16 content with what's proposed -- or perhaps it's just 17 content -- with what is proposed to come to the Board. 18 Q. Thank you. 19 What, if any, changes have been implemented to 20 address the problem you described about the length of 21 Board papers and their focus on operational matters? 22 A. So since the Interim Chair joined, we've brought in new 23 restrictions on paper length to try to ensure that 24 papers are more strategically focused, so they're more 25 pithy, more punchy and, you know, so paper authors -- 15 1 you know, you don't have a lot of opportunity, I guess. 2 You've got to get in there in the paper pretty quick 3 smart, advise, you know, what you want, why you want it, 4 and get out. 5 So I think, you know, that's helping: having a more 6 restricted paper length. That's -- yeah, that's 7 probably one of the main changes. 8 Q. Thank you, I'd like to move on to a new topic, please, 9 concerning your knowledge of the Horizon IT system? 10 A. Yes. 11 Q. Prior to joining the Post Office you had some awareness, 12 you say, of the issues relating to Horizon from 13 information reported in the media; is that right? 14 A. Yes, that's right. 15 Q. Since you joined the Post Office in March 2020, you say 16 you've complete a short training session relating to the 17 outcome of the Group Litigation; is that right? 18 A. Yes. 19 Q. You've also reviewed materials submitted to the Board in 20 Executive meetings relating to Horizon and, in 21 particular, the programme to replace it; is that 22 correct? 23 A. Yes, that's right. 24 Q. In your statement you say that you've developed some 25 understanding of the Horizon IT system from reading 16 1 those materials; is that correct? 2 A. Yes. 3 Q. Please can we take a brief look at what you say on this 4 topic at paragraph 8 of your statement. This is 5 statement number 6, WITN11120600 at page 4, please. 6 Thank you. If we could scroll down, please, to 7 paragraph 8. Thank you. So five lines down you say 8 this: 9 "From the materials I have reviewed, my 10 understanding is that whilst there have been different 11 versions of Horizon provided since it was first 12 introduced, the Horizon IT system is considered to be 13 aged and difficult to update in the case of new 14 products." 15 Just pausing there, from where within the Post 16 Office do you understand this information about Horizon 17 to originate? 18 A. Sort of in relation to it being aged and difficult to 19 update, well, probably from the IT function, yeah. 20 Q. What have you gleaned from reading the materials 21 submitted to the Board and the Strategic Executive Group 22 about the reliability of the current version of Horizon? 23 A. I understand that it is thought to be reasonably 24 reliable. 25 Q. You go on to say in your statement: 17 1 "I have also attended employee sessions introducing 2 NBIT, which have highlighted to me the more 3 labour-intensive nature of the Horizon IT system for 4 postmasters, for example, in terms of the training 5 required and transaction times, along with difficulties 6 for postmasters in extracting transaction data from 7 Horizon." 8 The Inquiry has heard evidence about the significant 9 challenges which have beset the New Branch IT programme. 10 What is your view, as Company Secretary, as to the 11 adequacy of reporting to the Board on the problems which 12 have been experienced with that programme? 13 A. So I understand that the problems are in relation to 14 delays, problems in relation to costs and then also 15 problems in relation to the numbers of defects, so bugs, 16 errors, defects in the system. So sort of, as a pretty 17 much a standing agenda item, pretty much since I joined 18 Post Office, on the Board agenda would be an update on 19 the progress of the NBIT SPM programme. So, I mean, 20 it's very difficult to say. I mean, you know, we sort 21 of rely very much on the Executive to be bringing 22 forward, you know, programme reports, but the Board, 23 yeah, absolutely, has been periodically regularly 24 updated on the programme by the Executive. 25 Q. Do you consider that the updates the Board has received 18 1 have been both accurate and timely in relation to those 2 problems which you've described? 3 A. I don't think so, to be honest. 4 Q. So I'm going to move on, please to the cultural 5 attitudes within the Post Office to postmasters. In 6 your statement you describe the many initiatives which 7 have been launched to bring about cultural change within 8 the Post Office. 9 A. Yes. 10 Q. These include the establishment of an Improvement 11 Delivery Group -- 12 A. Yes. 13 Q. -- the creation of an ethos programme -- 14 A. Yes. 15 Q. -- the establishment of a dedicated committee and unit 16 to deal with remediation issues -- 17 A. Yes. 18 Q. -- and the creation of a new Postmaster Director role 19 within the Executive Team of the Post Office? 20 A. That's right, yes. 21 Q. There are more but those are perhaps some of the major 22 initiatives that have been undertaken; is that fair? 23 A. Yes, that's fair. 24 Q. Would it be fair to say that you don't believe these 25 initiatives have been entirely successful in bringing 19 1 about the cultural change which is needed within the 2 Post Office? 3 A. Yes, I think that's fair. 4 Q. You identify in your statement a number of factors which 5 you believe have impeded the progress of cultural 6 change. I wonder if we could look, please, at 7 paragraph 50 of your statement, where you set out some 8 of these factors. That's at page 37, please. 9 So one of the first factors you identify is the 10 impact of the Covid-19 pandemic and the result this had, 11 initially requiring individuals to work from home and 12 subsequently the less frequent attendance in the office; 13 is that correct? 14 A. Yes. 15 Q. Secondly, you refer here to the large number of 16 fixed-term contract employees within the Post Office, 17 working both within the Remediation Unit and in the 18 delivery of the NBIT programme? 19 A. Yes. 20 Q. Finally, you say this, please, so this is four lines up 21 from the bottom: 22 "Another consideration is whether the above 23 activities to drive cultural change have been as 24 effective as possible, particularly having regard to the 25 long tenure of some [Post Office] employees, who may 20 1 have held certain views for an extended period of time." 2 I'd like to ask you some questions about that final 3 comment, please. The Inquiry has heard evidence from 4 two Postmaster Non-Executive Directors that there's 5 a prevailing attitude within the Post Office that 6 postmasters are guilty and "on the take". Are those the 7 types of views to which you are referring here? 8 A. Yes, I think my point there was just to say that, you 9 know, where there have been employees who have served in 10 the business perhaps for a number of years and were 11 previously part of the Royal Mail Group, joined Post 12 Office, have remained with Post Office post-separation, 13 that perhaps, culturally, they're in a different place 14 to others at Post Office. 15 Q. What exactly do you mean when you say that they're in 16 a different place? 17 A. In terms of their attitudes towards postmasters. 18 Q. As to their guilt? 19 A. I think as to their honesty, yes. 20 Q. As to their honest and their integrity? 21 A. Yes. 22 Q. Do you consider that these views remain prevalent within 23 a particular area of the business or are widespread 24 across the Post Office? 25 A. I don't think that they're widespread or prevalent, but 21 1 I think my point here was just to say, given the long 2 serving tenure of certain employees, you know, that it 3 can be difficult to achieve cultural change in those 4 circumstances. 5 Q. You've referred in your statement to an Engagement 6 Survey which was undertaken with Post Office employees 7 earlier this year. 8 A. Yes. 9 Q. I'd like to ask you about one of the themes which 10 emerged from the survey please? 11 A. Yes. 12 Q. That bears a reference POL00446681. Please can that be 13 shown on the screen. If we could turn, please, to the 14 second page, we can see there a high level summary of 15 the themes which emerged from the responses to that 16 survey. Under number 3, please, it reads: 17 "Poor communication is driving a lack of confidence 18 in Post Office and senior management from other 19 colleagues. 20 "This is directly impacting their sense of pride and 21 belief in Post Office. This appears to be exacerbated 22 at present because Post Office's communications are 23 driven, and controlled, by the external narrative." 24 What do you understand, please, by that final 25 reference to the Post Office's communications being 22 1 driven and controlled by an external narrative? 2 A. I think the point there is that there's been a few 3 unfortunate incidents where the media has reported on 4 different circumstances arising at Post Office, and the 5 reporting has taken place ahead of employee colleagues 6 being advised. So I think that does make it very, very 7 difficult. 8 Q. Is the phrase "external narrative" one which is, to your 9 knowledge, widely used within the Post Office; is it 10 something with which you're familiar as a term? 11 A. No, I don't -- I'm not particularly familiar with that 12 phase. 13 Q. Could it be referring, do you think, to the external 14 pressure to exonerate and compensate postmasters who 15 were held liable for shortfalls shown by Horizon? 16 A. Possibly. 17 Q. Does this theme demonstrate, do you think, that there 18 are many within the Post Office who disagree with that 19 narrative, that is to say that pressure to exonerate and 20 compensate postmasters? 21 A. I don't think that that's true. 22 Q. One of the issues on which the Inquiry has heard 23 evidence already in this phase concerns the suitability 24 of certain Post Office employees to hold roles within 25 the Remediation Unit -- 23 1 A. Yes. 2 Q. -- due to their historic involvement, for example, in 3 the conduct of audits and investigations. 4 A. (The witness nodded) 5 Q. Were you aware of the concerns expressed by the 6 Postmaster Non-Executive Directors earlier this year 7 about the progress being made to address the potential 8 conflicts of interest within that unit? 9 A. Yes. 10 Q. Do you consider that the senior Executive Team has given 11 that issue sufficient prominence and priority in light 12 of the ongoing cultural problems which exist within the 13 organisation? 14 A. I think in recent times they have, yes. 15 Q. By "recent times" you mean? 16 A. Probably over the course of this year. 17 Q. From a governance perspective, do you consider that this 18 is an issue on which the Board of the Post Office should 19 have greater oversight and input than it currently does? 20 A. I think that they've had a reasonable amount of 21 oversight. You know, the matter -- Past Roles 22 Review/Project Phoenix has come to the Board absolutely 23 periodically. I think the Board are probably due for 24 another comprehensive update around this time. 25 Q. The Board is due an update? 24 1 A. Yes. 2 Q. Thank you. I'd like to move on to a new topic, please, 3 concerning the culture and composition of the Post 4 Office Board -- 5 A. Yes. 6 Q. -- and the Senior Executive Team. You've explained in 7 your statement that it's difficult to identify 8 a discernible culture within the Post Office Board due 9 to the high turnover of directors in recent years; is 10 that right? 11 A. That's right. 12 Q. One concern you raise in your statement relates to the 13 diversity of Board members? 14 A. Yes. 15 Q. In what respects do you consider the diversity of the 16 Post Office Board could be improved? 17 A. Well, definitely gender diversity. So, currently, we 18 have two female directors which is sort of, you know, 19 tracking sort of well below, you know, generally 20 accepted percentages for, you know, the composition of 21 boards as to gender. I think, in terms of ethnic 22 diversity as well, we could improve there. You know, 23 the Board should, you know, be reflective of our main 24 stakeholders, so customers, postmasters. Possibly, we 25 could have greater diversity of age as well. 25 1 Q. In his evidence to the Inquiry, Mr Staunton, the former 2 Chair of the Post Office Board, expressed his concern 3 about the retention of talented women in senior roles 4 within the Post Office; is that a concern which you 5 share? 6 A. Sorry, could you repeat the question? 7 Q. Yes, so the statement was this initially: in his 8 evidence to the Inquiry, Mr Staunton, the former Chair 9 of the Post Office, expressed some concern about the 10 retention of talented women in senior roles within the 11 Post Office. My question to you is: is that a concern 12 which you share? 13 A. Yes, it is. 14 Q. Why is that? 15 A. I suppose at Board level -- so, unfortunately, we had 16 our three female directors all leave in reasonably quick 17 succession in 2023; and, on the Senior Executive Group, 18 unfortunately we had only one female member for quite 19 a long period, that was the CPO; and, currently, the 20 Strategic Executive Group is better balanced by way of 21 gender but it is absolutely a concern having gender 22 diversity in those top forums. 23 Q. What do you understand to be the underlying causes of 24 the problem in retaining talented women in senior roles? 25 A. At the Post Office? 26 1 Q. At the Post Office? 2 A. Post Office, it's not an easy place to work. It's very, 3 very stressful. I suppose at the Strategic Executive 4 Group level, you know, previously walking into a room 5 full of men, I mean, that can be very intimidating, but 6 I think it's just the general pressures of working at 7 Post Office. That's, you know, not attractive. 8 Q. In your statement, you say that the decision to appoint 9 two Postmaster Non-Executive Directors was part of 10 an effort to build a culture of inclusion for 11 postmasters at the Post Office Board level; is that 12 correct? 13 A. Yes. 14 Q. You acknowledge that this change has brought certain 15 benefits to the Board including a greater insight into 16 the issues and concerns affecting postmasters; is that 17 right? 18 A. Yes. 19 Q. Would it, nonetheless, be fair to say that it's brought 20 some challenges, as well, from a governance perspective? 21 A. Yes, I think that's fair. 22 Q. What do you consider those challenges to be? 23 A. Probably navigating through conflicts of interest for 24 the Postmaster Directors because, obviously, being 25 postmasters, we have to be very careful of personal 27 1 conflict matters. I think we've had issues in terms 2 of -- the Postmaster Directors are incredible with their 3 operational knowledge and, you know, their know-how, 4 their abilities, amazing, but the Board is not charged 5 with responsibility for day-to-day operational matters. 6 That's with the Executive. So we have to be very 7 careful that the Board doesn't stray into matters for 8 the Executive. 9 Q. You referred to conflicts of interest. I think in your 10 statement you described it as a potential lack of 11 alignment between the needs and desires of postmasters 12 and the wider interests of the business and its 13 shareholders; is that fair? 14 A. Um -- 15 Q. Or would you say that is yet another issue -- 16 A. Yes. 17 Q. -- a separate issue? 18 A. I think what I was trying to get at there was, you know, 19 directors' duties. So, obviously, the Postmaster 20 Non-Executive Directors, as directors of the company, 21 are subject to the same duties as all of the other 22 directors, which is to, you know, act in the best 23 interests of the company, having regard to a number of 24 different matters, including, you know, stakeholders, 25 but ultimately acting for the benefit of the 28 1 shareholder. So, to me, that seems -- you know, it 2 doesn't necessarily align always with what is in the 3 best interests of postmasters. 4 Q. Where specifically do you see the areas of conflict? 5 A. Is it conflict or non-alignment? 6 Q. Well, lack of alignment. 7 A. Lack of alignment. Well, I suppose, you know, if you 8 just go to, you know, a basic issue such as postmaster 9 remuneration, you know, the company is cash constrained, 10 directors, unfortunately, have had to consider wrongful 11 trading issues, you know, very recently and make some 12 very, very tough decisions around how our finite funds 13 are spent. So, you know, whilst I think, you know, 14 yeah, everyone would love to improve postmaster 15 remuneration, at the same time, you know, the Board are 16 thinking of, you know, wrongful trading issues. 17 So it's marrying up, you know, keeping the company 18 alive and floating as against, you know, sort of the 19 stark reality of postmasters', you know, remuneration 20 remaining, you know, very flat. 21 Q. You've suggested in your statement that there might be 22 better ways in which to bring the voice of the 23 postmasters into the Post Office; is that right? 24 A. Yes. 25 Q. One of the options which you mention is the appointment 29 1 of more postmaster representatives within the Executive 2 Team of the Post Office? 3 A. Yes. 4 Q. What do you consider to be the advantages of that 5 approach? 6 A. Well, I think, as I mentioned before, I mean, our 7 Postmaster Non-Executive Directors have demonstrated 8 their -- you know, their operational expertise, the 9 Executive is charged with day-to-day responsibility for 10 operational matters. So, to my mind it's a matter of 11 harnessing the -- you know, the best knowledge that the 12 postmasters have and incorporating them within the 13 most -- you know, perhaps the forum where they can 14 achieve the most, which would be, you know, potentially 15 by having more postmasters at the Executive level. 16 Q. Another possibility which you mention in your statement 17 is the mutualisation of the Post Office. 18 A. Yes. 19 Q. What do you consider to be the potential advantages of 20 adopting that approach to ownership and governance of 21 the company? 22 A. Okay, I'm not an expert in mutuals or cooperatives. 23 But, to my mind, the benefit would be that the ultimate 24 shareholding would be with postmasters and potentially 25 employees of the company. So when directors are 30 1 fulfilling their duties and acting in the best interests 2 of the company, but for the benefit of the shareholder, 3 that shareholder would be postmasters. 4 Q. Is there potential, do you think, for a lack of 5 alignment between the interests of postmasters and Post 6 Office employees, assuming that ownership is shared 7 between those two different groups? 8 A. Potentially, but my experience of working at Post Office 9 is that the people who, you know, have joined, you know, 10 particularly recently are very much attracted and choose 11 very, very specifically to come work for the Post Office 12 because they believe in, you know, the Post Office as -- 13 you know, the institution of the Post Office. So 14 they're very, very particularly attracted to work for 15 the company for, you know, that reason. 16 Q. Does it follow that they, in your view, have a more 17 positive attitude towards postmasters? 18 A. Yes. 19 Q. I'd like to ask you some questions now about the 20 internal investigation into one of the Postmaster 21 Non-Executive Directors, Mr Jacobs. 22 A. Yes. 23 Q. When did you first become aware that an internal 24 investigation was being launched into Mr Jacobs' branch 25 accounting? 31 1 A. I think it was in September '22. 2 Q. Who brought the matter to your attention? 3 A. Nick Read. 4 Q. What was your reaction on being told that a member of 5 the Post Office Board was being investigated for 6 apparent shortfalls in his branch accounts? 7 A. I was concerned. 8 Q. Why is that? 9 A. Well, I was concerned from probably a company 10 secretarial perspective, thinking through to our annual 11 report and accounts and different potential disclosures 12 that might need to be made. I was thinking of different 13 Board meetings where branch discrepancies and the 14 approach to those had been discussed and whether or not 15 there was a conflict point there that had been missed, 16 potentially. And, you know, I was concerned for Elliot, 17 as well. 18 Q. What action did you take when you were notified that 19 an investigation into Mr Jacobs had commenced? 20 A. So my first action after Mr Read told me about the issue 21 was to let my line manager know, the then -- our current 22 General Counsel, and my proposal was to check some of 23 the data points that I had available to me to see if 24 they could put any illumination, you know, onto the 25 issue. The General Counsel advised me that Mr Read 32 1 should, you know, take -- or should look to transfer 2 this matter potentially into an investigation, and 3 that's then what happened. 4 Q. Sorry, just to explore with you, then, the reporting of 5 this issue. 6 A. Yes. 7 Q. You say that the CEO, Mr Read, reported the matter to 8 you and that you reported it on to General Counsel, 9 Mr Foat? 10 A. That's right, yes. 11 Q. Why is it, do you know, that the matter came first to 12 Mr Read as CEO, rather than Mr Foat as General Counsel, 13 who had overall oversight and responsibility for 14 internal investigations? 15 A. Well, I guess, you know, an issue of this sort, I don't 16 think that it would be unusual for it to be notified to 17 the CEO. 18 Q. So you brought it to the attention of Mr Foat. 19 A. Yes, I did. 20 Q. It was his direction, was it, that an internal 21 investigation be launched? 22 A. That was his suggestion as to the approach, yes. 23 SIR WYN WILLIAMS: I'm sorry, can I just interrupt, I'm not 24 sure I've got this straight. When Mr Read notified you 25 that -- I'll use the neutral word -- "something" was 33 1 happening in relation to Mr Elliot (sic), was there, by 2 that time, in your view, a formal investigation 3 occurring or was it simply that people in the 4 Investigation Department were in discussion with 5 Mr Elliot? 6 A. Sir, so at the time that Mr Read spoke to me, 7 I understand that there was no investigation going on 8 and that the Investigations Unit had not been advised at 9 that time. 10 SIR WYN WILLIAMS: So Mr Read was effectively notifying you 11 that obviously someone must have alerted him to the 12 possibility of an investigation; is that a fair way of 13 putting it? 14 A. (The witness nodded) 15 SIR WYN WILLIAMS: What I can't quite grasp at the moment is 16 what was said to Mr Read. Now, I appreciate you don't 17 know that but, from your understanding, what was it that 18 Mr Read was communicating to you? 19 A. Mr Read was communicating to me that there was 20 a potential issue. 21 SIR WYN WILLIAMS: Right. Someone must have told him that. 22 A. Yes. 23 SIR WYN WILLIAMS: He wouldn't know that without -- yeah. 24 A. Yes, absolutely. 25 SIR WYN WILLIAMS: So what I'm trying to get to the bottom 34 1 of: was this coming to Mr Read, so far as you can tell, 2 from some kind of not formal investigation but something 3 that the investigating department had been doing, or was 4 it unrelated to the Investigating Department? 5 A. Yes, my understanding was it was unrelated to the 6 Investigating Department. 7 SIR WYN WILLIAMS: All right, okay. Fine. Sorry. So then 8 the steps occurred as you've described: Mr Read to you; 9 you to Mr Foat; and Mr Foat deciding that there'd better 10 be an investigation? 11 A. Yes, that's right, sir. 12 SIR WYN WILLIAMS: Yes, all right. Fine. 13 MS HODGE: Thank you. I wonder if we could pull up, please, 14 an email which you wrote to the then Chair, Mr Staunton, 15 in late February 2023. It's POL00448679, please. If we 16 scroll down, please, to the top of page 2, thank you, we 17 can see there an email you've addressed to Mr Staunton 18 on 28 February 2023, copying in Mr Read, Mr Foat, 19 Mr Patel and Mr Tidswell, the subject being the 20 Postmaster Non-Executive Director matter. 21 Forgive me, that's the bottom of page 1. Can we go 22 down to the top of page 2, please. Thank you. So what 23 we saw just there was Mr Staunton's response. This is 24 your email of the same date, 28 February, addressed to 25 Mr Staunton, Mr Read, Mr Foat, Mr Patel and Mr Tidswell. 35 1 It reads: 2 "Hi Henry, 3 "I hope you've arrived back safe and sound. 4 "I understand you have been advised previously of 5 the investigation into apparent shortfalls in branches 6 held by Elliot Jacobs. By way of reminder ..." 7 Then you provide a brief overview of the 8 investigation. So it reads: 9 "[Mr Jacobs] owns a business, Universal Office 10 Equipment, which runs seven premises containing post 11 offices; 12 "Since early 2019, UOE has accumulated shortfalls in 13 the operation of its post office business; 14 "Prior to [Mr Jacobs] becoming a [Non-Executive 15 Director] he repaid some of the shortfall but since 16 becoming a [Director], he has not engaged with the 17 repayment process nor challenged the shortfalls; 18 "Each month the [Post Office] team responsible for 19 recovering agreed shortfalls has sent [Mr Jacobs] 20 a statement showing the outstanding amounts; 21 "Training has been offered but not taken up; 22 "The uncontested shortfall now sits around 23 £213,000." 24 I'm just pausing there. Given that shortfalls had 25 reportedly been accumulating since early 2019, what do 36 1 you understand to have been the trigger for the 2 reporting of this issue, that is to say a shortfall in 3 his accounts to Mr Read? 4 A. I think perhaps it was that repayment had been made 5 previously, however it had stopped, and it had stopped 6 following the time when Elliot joined the Board. So 7 I think perhaps it was that that then prompted Mr Read 8 being advised, and I think it was that -- you know, 9 concerns that Elliot was not engaging with the support 10 centre in respect of the alleged shortfalls. 11 Q. Was there a concern, do you think, that Mr Jacobs was 12 abusing his position as a director to avoid making 13 repayments of accounting shortfalls? 14 A. I don't know. 15 Q. The email goes on to say: 16 "[Mr Jacobs] is in the process of seeking to take on 17 a further two post office premises ..." 18 It then says, "CIU". That's a reference to the 19 Central Investigations Unit; is that correct? 20 A. That's right, yes. 21 Q. "... is investigating under Project Venus [firstly] 22 whether [Mr Jacobs] should have declared his shortfalls 23 in the process of becoming a [Director]; [secondly] the 24 extent of the shortfalls; [and thirdly] whether 25 [Mr Jacobs] declared a conflict during Board meetings 37 1 where recoveries from postmasters was discussed." 2 So that latter one being a concern which you have 3 addressed already in your evidence today, the potential 4 for a conflict to have arisen and not been declared. 5 A. Yes. 6 Q. The final bullet point reads: 7 "Branch assurance are to visit all seven of 8 [Mr Jacobs'] locations to settle a full cash and stock 9 position in mid-April 2023." 10 That suggests, does it not, that no audit had yet 11 been undertaken of Mr Jacobs' seven branches. 12 A. Yes, I think that's right. 13 Q. It must follow, does it not, that the estimated figure 14 of £213,000 had, therefore, been based upon the data 15 shown on Horizon; is that consistent with your 16 understanding? 17 A. I mean, I'm not sure how that figure was built up. 18 Q. Did you give any thought at the time as to whether it 19 was appropriate for the Post Office to launch a formal 20 investigation in a one of its Board members, based on 21 accounting data shown by Horizon? 22 A. I mean, I think it was very difficult but I think the 23 Board were very concerned to ensure that, you know, the 24 postmaster policies were applied equally to our 25 Postmaster Non-Executive Directors. Sorry, could you 38 1 repeat the question again? 2 Q. Yes, sorry. My question was whether you gave any 3 thought at the time as to whether it was appropriate for 4 the Post Office to launch an investigation into one of 5 its Board members, based -- and this is an assumption -- 6 but assuming it was based solely on evidence -- on data 7 shown on Horizon, rather than actual audit itself of the 8 branch accounts? 9 A. I don't think I can say. 10 Q. The email goes on to say this: 11 "Nick Read, Ben Foat and I would like to see you, 12 tomorrow if possible, to request that you consider 13 meeting with Elliot to discuss this matter, particularly 14 ahead of the next Board meeting. In terms of your 15 meeting with Elliot, we suggest the following points are 16 covered ..." 17 You go on to identify there potential areas of 18 conflict arising from this outstanding shortfall and the 19 Board's treatment of recoveries of accounting 20 shortfalls, and you make number of proposals to 21 Mr Staunton as to how to manage those conflicts. If we 22 could scroll down, please, to the top of page 3 -- thank 23 you -- we see a further list of bullet points and it's 24 here that you explain really how the process is going to 25 proceed. You say this: 39 1 "As with other shortfall matters, Branch Assurance 2 visits will take place, scheduled for April, to 3 determine a stock and cash position. 4 "After that, the team will then seek to discuss with 5 [Mr Jacobs] this position. 6 "Once the investigation [presumably 'is completed' 7 it should say] the Chair and [Mr Jacobs] can discuss 8 a way forward ..." 9 You say this: 10 "It would be a positive step for [Mr Jacobs] to 11 re-engage with the Postmaster Account Support Team ..." 12 Can you explain what the role and function of that 13 team is, please? 14 A. So I think that team is responsible for liaising with 15 postmasters where there are branch discrepancies 16 reported. 17 Q. When you say "liaising" it's described as a support 18 team. What's the nature of their role and function in 19 that process? 20 A. I think it's to -- you know, to work through, you know, 21 whatever the issue is. So to, if there is an alleged, 22 you know, shortfall, to work with them, you know, to 23 break it down, you know, to understand, you know, the 24 nature of the shortfall, to test it, and to, you know, 25 try to determine if there was actually a shortfall. 40 1 Q. So would it be right to say that the role of that team 2 is part of the investigative function; it's not there to 3 provide what might be thought as some form of support to 4 the postmaster, pastoral or otherwise, in the 5 investigation? 6 A. They're not -- my understanding is that team is not part 7 of the investigation -- investigative unit. 8 Q. So what role then does it play in the investigation? 9 What you've described is it's there to get to look into 10 and get to the bottom of the cause of the discrepancy? 11 A. Yes. 12 Q. Is that on behalf of the postmaster, rather than on 13 behalf of the Post Office? 14 A. I think it's both. 15 Q. Your email goes on to say: 16 "It would be really helpful to have [Mr Jacobs'] 17 view as to why the shortfalls have spiked recently -- 18 (either now if he has a view and freely offers it, 19 ordering the investigative meeting post-branch visits) 20 ..." 21 You say: 22 "If Elliot asks about the post-Branch Visit 23 investigative meeting, the CIU team will write to Elliot 24 in advance, explaining what they propose to discuss, 25 what the purpose is, and to advise that he can bring 41 1 a friend to that meeting or an NFSP rep or even a legal 2 rep if he would like. It is not an under-caution 3 interview and we are not conducting a criminal 4 investigation. We are looking to understand why these 5 shortfalls occurred and what can be done to rectify the 6 position in terms of understanding and perhaps provision 7 of training to his staff ..." 8 If we control back up to the top of the document, 9 please -- thank you -- we can see there was a plan for 10 you, Mr Read and Mr Foat to meet with Mr Staunton the 11 following day. 12 A. Yes. 13 Q. Did that meeting take place? 14 A. Yes, it did. 15 Q. How did Mr Staunton react when you told him that 16 Mr Elliot (sic) was being investigated for accounting 17 shortfalls? 18 A. I think he was concerned but I think he was also -- 19 I wouldn't say relaxed but, you know, he appreciated 20 that a process would be gone through. 21 Q. Did Mr Staunton ask you for any advice about the 22 propriety of the Post Office carrying out such 23 an investigation into one of its Board members? 24 A. No. 25 Q. Did you offer any advice or support to Mr Jacobs in your 42 1 capacity as Company Secretary? 2 A. I don't recall that I did, no. 3 Q. Do you think that you should have? 4 A. Potentially, yes. 5 Q. The Inquiry has heard evidence from Mr Jacobs about the 6 considerable distress which this investigation caused 7 him. 8 A. Yes. 9 Q. Did you listen to Mr Jacobs' evidence to the Inquiry 10 last week? 11 A. Yes, I did. 12 Q. You offer some reflections in your statement as to what 13 might have gone wrong in the conduct of this particular 14 investigation. 15 A. Yes. 16 Q. Can we take a brief look at what you say, please, at 17 paragraph 118 of your statement on page 71. That's your 18 sixth statement, please, WITN11120600. Thank you. You 19 say this: 20 "In hindsight, while it was certainly important to 21 ensure that there was no appearance of bias or special 22 treatment, in my view perhaps further thought could have 23 been given as to whether sufficient support was extended 24 to Mr Jacobs during the investigation process." 25 Who, in your view, was responsible for ensuring that 43 1 Mr Jacobs was suitably supported through that process? 2 A. Probably -- as we've just said, probably myself; perhaps 3 the Senior Independent Director as well. 4 Q. You go on to say this: 5 "This is especially given the events that have 6 occurred in [Post Office's] recent past regarding its 7 investigation processes." 8 You then say: 9 "Moreover, the fact that Mr Jacobs did not 10 necessarily come from a professional services 11 background, and therefore may not have had the same 12 degree of experience as other [Post Office] Board 13 members in dealing with some of the matters which 14 I understand were raised during the investigation, could 15 also have been taken into consideration." 16 You make reference there to some of the matters that 17 were raised during the investigation. What specifically 18 are you referring to here, please? 19 A. So referring to the allegations that I understand were 20 put to Elliot in respect of failure to declare 21 a conflict at the Board meetings where branch 22 discrepancies were being -- and the approach to branch 23 discrepancies were being considered by the Board; and 24 the other allegation that Mr Jacobs, Elliot, hadn't 25 properly completed a directors' emoluments form. 44 1 Q. Why do you think his experience might have been 2 different, had he had a professional services 3 background, as you say? 4 A. Well, something like a directors' emoluments form, if 5 you're a portfolio director or you're a senior lawyer or 6 a senior accountant, you know, you would probably 7 approach that form on a very different knowledge basis, 8 as opposed to, you know, to Elliot, so, you know, 9 a businessman, a retailer, an entrepreneur. 10 Q. In your statement, you suggest this may be a learning 11 issue in terms of the quality of the induction and 12 training that Mr Jacobs received upon his appointment; 13 is that fair? 14 A. Yes, that's fair. 15 Q. Do you think there's any merit in the suggestion that 16 the CIU was heavy handed in its conduct and handling of 17 this investigation? 18 A. I mean, I'm not sure, to be honest but, given the 19 reflections that Elliot shared with Board, he had found 20 it a -- you know, a very, very unpleasant experience. 21 MS HODGE: Thank you, sir. 22 That brings me to the end of that topic rather than 23 launching into my next topic, which is likely to take 24 a bit longer, I wonder if now would be a convenient time 25 to take our morning break? 45 1 SIR WYN WILLIAMS: It would be but can I just ask one or two 2 further questions about this issue. 3 When he gave evidence, if my recollection is 4 correct, Mr Elliot (sic) was obviously upset about the 5 process involving the -- I'll call it an interview. 6 There's some debate about how it was to be described, 7 but the interview which took place between the 8 investigators and himself, all right? 9 A. Yes. 10 SIR WYN WILLIAMS: But he also went on to say that, 11 following that interview, he then dealt with a different 12 team and the whole issue was dealt much more as 13 a business issue, as opposed to an investigation issue, 14 all right? 15 Am I right in thinking that, if we go back to the 16 email that you wrote, that the unit -- I've forgotten 17 the name, sorry, without the email in front of me, but 18 Mr Elliot did begin to engage, however it came about, 19 not with investigators but with the branch support 20 people that you had mentioned in your email. Have I got 21 that right? 22 A. Yes, I think Mr -- Elliot had engaged initially with the 23 branch support people, sir. 24 SIR WYN WILLIAMS: Yes. Well, anyway, I'm giving you that 25 by way of background. I wanted to ask you simply: do 46 1 you know why Mr Foat thought it appropriate to -- 2 Oh, it's up now. Next page, I think. Never mind, 3 forget that. 4 Do you know why Mr Foat thought it appropriate to 5 have an investigation, as opposed to treating it, as 6 Mr Elliot thought was appropriate, as a business issue 7 to be discussed? I'm not here talking about the 8 conflict part of this; I'm talking about the apparent 9 shortfall part of this, all right? 10 A. No, sir, I'm not sure as to why this was tipped in to 11 being an investigation, as opposed to being dealt with 12 by -- you know, with the Branch Support Team, for 13 example. 14 SIR WYN WILLIAMS: As between Mr Foat and yourself, it was 15 simply you reporting Mr Read's report to you, and 16 Mr Foat himself deciding it should be an investigation? 17 A. Yes. 18 SIR WYN WILLIAMS: Right. Thanks. 19 Now we can have our break, Ms Hodge. What time 20 shall we start again? 21 MS HODGE: Thank you, sir. If we perhaps resume at 11.25, 22 please. 23 SIR WYN WILLIAMS: Fine. 24 (11.07 am) 25 (A short break) 47 1 (11.25 pm) 2 MS HODGE: Good morning, sir. Can you see and hear us? 3 SIR WYN WILLIAMS: Yes, thank you. 4 MS HODGE: Thank you. 5 I'd like to move now, Ms Scarrabelotti, to a new 6 topic, please, concerning the Board's oversight of the 7 Post Office's policy of passing information to the 8 police to assist in the conduct of criminal 9 investigations and any subsequent prosecutions. 10 What were you told, upon joining the Post Office in 11 March 2022, about the company's approach to the conduct 12 of criminal investigations and prosecutions? 13 A. In respect of prosecutions, that the company was, and 14 had not for a number of years, carried out any 15 prosecutions, and, in relation to the conduct of 16 criminal investigations, I understand, at the time that 17 I joined, the Central Investigations Unit, was being 18 sort of, you know, recruited for and brought together to 19 set up a new business unit internally to deal with 20 investigations. 21 Q. Do you recall when it was first proposed that a change 22 be made to the company's policy governing the provision 23 of evidence to the police in the support of a criminal 24 investigation? 25 A. I think this was in October 2023, when a paper came to 48 1 the Board, and I think the paper was more sounding out 2 the potential views of the Board in relation to making, 3 you know, changes to the policy specifically in relation 4 to how evidence could be passed to the police. 5 Q. Can we please take a brief look at the minutes of that 6 meeting of the Post Office Board, dated 31 October 2023. 7 They bear the reference POL00458017. 8 So the relevant item is at number 9, on page 15, 9 please. So item 9.1 bears the title "Disclosure of 10 Evidence to Support Police Investigations". It makes 11 reference to three documents that were tabled and noted 12 at the meeting: firstly, a request for evidence released 13 to Police Scotland and discussion of broader policy 14 change, that's the title of the report; and then two 15 appendices, one, a draft of the witness statement for 16 Police Scotland; and, secondly, a summary of the Portree 17 case. 18 As you can see the details of the Board discussion 19 have been redacted and so too have the relevant 20 documents in the Board pack which has been disclosed to 21 the Inquiry. Without going into the details or the 22 specifics of that particular case, can you please 23 explain the background to the inclusion of this agenda 24 item, so far as you recall? 25 A. Yes, so I think that the -- there were two matters 49 1 brought before the Board, so the first one which we've 2 spoken about, just briefly, being proposed changes -- or 3 not proposed changes but to understand the attitude of 4 the Board in relation to potential changes to the 5 policy, specifically which would alter the way in 6 which -- and the decision making for providing evidence 7 to the police. And then the second aspect of the matter 8 was seeking approval from the Board in order to be able 9 to share evidence with the police. So that would be, 10 you know, operating in line with the current, you know, 11 policy and the approval required in order to pass 12 evidence to the police. 13 Q. Can you assist, as best you recollect, as to what the 14 nature of the proposed change was at this stage in 15 October 2023? 16 A. Yes. So the proposal was that the decision making in 17 relation to the passing of evidence to the police would 18 no longer sit with the Board, as was currently set out 19 in the policy, and that the decision making for that, 20 I understand, would sit with the Director for the 21 Central Investigations Unit. 22 Q. You've indicated that what occurred at this meeting was 23 a sounding out of the Board as to their views on that 24 proposed change; is that correct? 25 A. That's right, yes. 50 1 Q. Do you recall whether, at this meeting, the members of 2 the Board were in agreement with the proposal to 3 delegate responsibility for that decision making? 4 A. They were not. 5 Q. They were not. The subject was raised again at 6 a meeting of the Board in June 2024; is that correct? 7 A. Yes. 8 Q. Please can the minutes of the Board meeting on 4 June be 9 shown on the screen. Those are POL00448648, please. 10 Thank you. So these are minutes of 4 June. If we could 11 please turn to the middle of the second page, we can see 12 item 2 on the agenda, which bears the heading "Minutes 13 and Matters Arising". Under "Matters Arising", it 14 states that: 15 "The Board NOTED the action log and status of the 16 actions shown." 17 There, at the second bullet point, in respect of 18 items which had been proposed for closure, it states 19 that "Key discussion points were as follows", so the 20 second bullet point, please: 21 "[Mr Ismail] questioned whether item 3 ought to be 22 disclosed. [Mr Jacobs] shared his view that if the 23 Company was proposing to provide evidence to support 24 police investigations, then this should come to the 25 Board first." 51 1 Just pausing there, who had proposed the closure of 2 this item? 3 A. So I think it would have been the director of what is 4 now called A&CI, so Assurance & Complex Investigations, 5 which was previously known as the CIU. 6 Q. What were the reasons, do you know, for proposing that 7 this matter be closed at this stage? 8 A. I think it was proposed to be closed on the basis of the 9 expectation that would be brought to the next periodic 10 scheduled Board meeting, which was in the diary for the 11 8 July. 12 Q. What did you understand the nature of Mr Ismail's 13 concerns to be about the proposal to close down this 14 agenda item? 15 A. Well, that it was proposed to be closed but the original 16 action item that had arisen in the Board meeting from 17 the 23 October '23, as far as the Board knew, that 18 original action had not been attended to. So, you know, 19 why was it proposed, then, to close it? 20 Q. Forgive me, what specifically was the action which had 21 been raised at the end of the last Board meeting in 22 relation to this agenda item? 23 A. So the Board had asked, in relation to the policy, that 24 there would be some simulation testing, I suppose, for 25 a lack of a more appropriate group of words, where 52 1 postmasters would be taken through the policy and the 2 proposed changes and to have those changes, you know, 3 bounced off postmasters to see their -- you know, their 4 response, and that there would be, you know, sort of 5 basic testing, testing for tonality, before the policy 6 came back to the Board. 7 Q. So the Board had requested that a consultation exercise 8 be undertaken, in effect, with postmasters on the 9 proposed changes; is that -- 10 A. Yes, I think so. They wanted postmaster input on -- you 11 know, on the policy and, you know, collaboration on -- 12 with postmasters on the policy. 13 Q. That action, to your knowledge, hadn't been undertaken; 14 is that right? 15 A. That's right, that's to my knowledge, yes. 16 Q. The proposal was to close down that particular action 17 without further input and oversight from the Board; is 18 that right? 19 A. Well, to close the action on the basis that the matter 20 was due to come to the next periodic board meeting. 21 Q. So the intention being that the Executive Team would 22 report again to the Board on that particular action but 23 at the next meeting in July? 24 A. That's right, yes. 25 Q. Do you know whether the consultation which the Board 53 1 asked to be undertaken, was that ever carried out? 2 A. Not to my knowledge. 3 Q. So we can see Mr Ismail questioning whether the item 4 ought to be closed, his views are shared by Mr Jacobs, 5 in that he says that, if the company are proposing to 6 provide evidence to support police investigations, that 7 should come to the Board first. That's the views they 8 are expressing. 9 The new Interim Chair, it says: 10 "... noted that if there appeared to be criminal 11 activity this generally needed to be reported through to 12 the police and there were issues in some instances of 13 requiring pre-reporting to the Board, for example in 14 relation to suspicions of money laundering. In 15 addition, the Chair noted that the proposed process 16 would allow investigations to be conducted by the police 17 rather than the Company." 18 Then a further action is raised: the Chair requested 19 that you -- is that correct, "RS"? 20 A. Yes. 21 Q. "... circulate the paper that was provided to the Board 22 and the minute extract from the meeting of 31 October, 23 and that [Mr Bartlett] attend the July Board meeting to 24 clarify the proposed position ..." 25 So that's where matters stood at the end of the June 54 1 Board meeting; is that right? 2 A. Yes, that's right. 3 Q. Was the matter, in fact, remitted to the Board the 4 following month? 5 A. No, it was not. 6 Q. Can we please look at a paper which was prepared for 7 consideration by the Strategic Executive Group at its 8 meeting in late June 2024. It is POL00448345. Did this 9 report come to you in your capacity as Company 10 Secretary, ahead of the meeting of the Strategic 11 Executive Group in late June? 12 A. It may have. It may have. 13 Q. Do you recall reading the report at or around the time 14 it was produced? 15 A. Not at the time it was produced, no. 16 Q. When did you first read it? 17 A. When it was disclosed to me in the last few days. 18 Q. So we can see the title of the report is "Passing of 19 material to law enforcement". The report is intended 20 for a meeting date of 26 June 2024 and the author of the 21 report, John Bartlett, Director of Assurance & Complex 22 Investigations, under the sponsorship of Sarah Gray the 23 Interim Group General Counsel. 24 I should say at the outset, I recognise you don't 25 have operational responsible for these matters; my 55 1 questions are directed at the oversight of this issue, 2 just to be clear. 3 So under the heading "Input Sought", it states, 4 "Discussion and Approval for Board Consideration": 5 "[The approval of the Strategic Executive Group] is 6 sought regarding the proposed change in process in 7 governing the passing of information to law enforcement 8 to assist them in criminal investigations and any 9 subsequent prosecutions prior to this matter being 10 discussed at Board in July 2024." 11 If we scroll down, please, to the Executive Summary. 12 It states: 13 "The current Group Investigations Policy, 14 Cooperation with Law Enforcement Policy [known as 'the 15 CLEP'], and Legal Play Book (collectively 'the old 16 Policies') are considered too unwieldy and unnecessarily 17 complex as well as being drafted before the existence of 18 the Assurance & Complex Investigations. The CLEP has 19 result in slower than needed provision of information to 20 law enforcement and the unnecessary involvement of the 21 Board in the authorisation process." 22 Just pausing there, what was your view at the time 23 as to the appropriateness of the Board's involvement, to 24 date, in the approval of provision of information to the 25 police? 56 1 A. I think the view of the Board at the -- probably the 2 point in time, the October 2023 meeting, was that they 3 still wished to see all cases where the provision of 4 evidence to the police were proposed before that 5 evidence was passed on. 6 Q. You've answered with reference to the view of the Board. 7 What I'd like to know is, in your capacity as Company 8 Secretary and from a governance perspective, what is 9 your view, as to the necessity or otherwise, of the 10 Board to be giving its express approval to the provision 11 of information to the police by an executive arm of Post 12 Office? 13 A. I think it's something that, given our history and where 14 we've been, that it is that significant that, for the 15 time being, it would seem appropriate to still, in 16 I think the majority of cases, still come to the Board. 17 Q. Forgive me, sorry. You consider that it was appropriate 18 for the matter still to come to the Board; is that 19 correct? 20 A. Yes. 21 Q. So what the "Executive Summary" says is this: 22 "The old Policies have been consolidated into 23 a draft single Investigation and Cooperation with law 24 Enforcement Policy ... The draft new Policy, amongst 25 other investigative operational policy changes, proposes 57 1 a streamlining of the governance of providing law 2 enforcement with information: the Director of A&CI and 3 the inhouse criminal counsel would have to agree to 4 providing the information and, depending on the age of 5 the information, a caveat would also be provided." 6 So what's being proposed, in essence, is 7 a relaxation of that previous criteria, which required 8 board approval, and a delegation of that decision to 9 both the Director of Assurance & Complex Investigations, 10 and inhouse criminal counsel; is that right? 11 A. Yes. 12 Q. The report goes on to provide some context to this 13 request. At paragraph 1, it refers to the current 14 policy and states this: 15 "This policy was drafted at a time when [Post 16 Office] did not have an experienced investigative 17 function and had not carried out complex investigations 18 for several years. In February 2022, the Central 19 Investigations Unit, now [Assurance & Complex 20 Investigations], started to be formed. Experienced, 21 professional investigators were recruited, and 22 operational practices began to go through 23 a test-and-learn process." 24 Consistent with your evidence, in effect, that CIU 25 had been established or was in the process of being 58 1 established at or around the time of your appointment as 2 Company Secretary. 3 At paragraph 2, it says this: 4 "... the Investigations Policy was implemented in 5 respect of possible criminal matters relied upon its 6 interaction with the CLEP and Legal [policy] Book. 7 These were focused on limiting in a high risk perception 8 environment how [Post Office] reported matters to, and 9 shared data with, law enforcement." 10 Now, that reference to high-risk perception 11 environment, you've said elsewhere in your statement 12 that you consider that there is an issue within the Post 13 Office in relation to there being a fear of decision 14 making, a fear of being held accountable for decision 15 making, and that that is contributing to some of the 16 governance issues in relation to what the Board is 17 required to deal with; is that right? 18 A. Yes. 19 Q. This appears to reflect a perception that that needs to 20 change -- is that fair -- 21 A. Yes. 22 Q. -- and that the previous policy was reflective of 23 perhaps an excessive concern about the governance of 24 this issue; is that -- 25 A. Yes. 59 1 Q. -- your reading of -- 2 A. (The witness nodded) 3 Q. So it goes on to say at paragraph 3: 4 "[Assurance & Complex Investigations has taken over] 5 responsibility for being the only conduit for witness 6 statements to be provided to police, including relieving 7 the Security team of this activity." 8 It then states: 9 "This has given [the unit] the first pan-POL picture 10 of the scale of these requests and what is required to 11 service them objectively and in an evidence-based way. 12 There are currently 22 police forces requesting or 13 awaiting Horizon-based evidence across 33 police 14 investigations. To provide this information, [Assurance 15 & Complex Investigations] will need to draw on Horizon 16 data and often provide transaction analysis. The 17 current approach is that the Board will need to be 18 approached in the majority of these matters as and when 19 the data is able to be shared." 20 So the concern here appears to be that the policy, 21 which requires prior approval of the Board, has created 22 something of a bottleneck in the process of providing 23 information to the police; is that consistent with your 24 understanding? 25 A. I mean the Board meets periodically, and the Board can 60 1 also take decisions by way of written resolution or can 2 call an ad hoc Board meeting if required. So I don't 3 think that I agree with a potential bottleneck issue, 4 you know. If the Board needs to take a decision quickly 5 and be nimble, they can do it. 6 Q. But this is seeking a more streamlined process that 7 would avoid that oversight and scrutiny by the Board? 8 A. Yes. 9 Q. At paragraph 4 it refers to: 10 "A draft policy is attached for the proposed 11 replacement for the old Policies [which it said would] 12 reflect the enhanced capabilities of the [Assurance & 13 Complex Investigations] and the improved governance 14 approach to investigations generally." 15 What do you understand to be the basis of the 16 insertion that there's an improved governance approach 17 to investigations? 18 A. Well, perhaps it is the point around speed of decision 19 making, you know, but, as I've just said, I think -- you 20 know, when the Board needs to be nimble, they can be. 21 Q. This appears to be a reference to the governance of the 22 investigations themselves. Is that internal governance, 23 do you think, or Board oversight that's being referenced 24 here? I'm conscious that you're not the author of the 25 report, so if you don't know then you can simply say so? 61 1 A. I'm not sure, to be honest. 2 Q. It then contains an extract from the new proposed 3 policy, and that's in relation to section 9 entitled 4 "Categories of data, material and evidence". It states 5 this: 6 "Proactively and reactively supplied information 7 will have differing profiles due to historic technology 8 issues. The version of Horizon that was considered at 9 fault in the Horizon IT scandal was replaced in October 10 2019. In 2020, known errors and bugs identified in the 11 Horizon Issues judgment formed part of a review by KPMG 12 of the system and found to not be prevalent in the 13 system. From 2021, a new and collaborative approach was 14 taken to resolving reported Horizon issues in a dispute 15 resolution process. Due to the effect of these 16 developments, the following approach to data sharing 17 with [law enforcement agencies] is ..." 18 Then it sets out the policy. Before we go there, 19 that first paragraph identifies three factors which is 20 said to justify the proposed change in approach to 21 oversight of this issue: the first being the adoption of 22 a new Horizon in 2019, which we know is HNG-A; the 23 second a review by KPMG, which reportedly concluded that 24 known bugs and errors were not prevalent in the current 25 version of the system; and, thirdly, the establishment 62 1 in 2021 of a new collaborative approach to the 2 resolution of Horizon issues. 3 Now, two of those matters pre-date your appointment 4 as Company Secretary but I'd like to ask you about the 5 third one, and that relates to this more collaborative 6 approach to investigating shortfalls. Why do you think 7 it is that the adoption of that more collaborative 8 approach is then seen to justify a change in the 9 oversight arrangements for the provision of evidence to 10 the police? 11 A. I'm not sure. 12 Q. Do you think that that's right: that that new approach 13 being taken to resolving Horizon issues with postmasters 14 in this context justified a relaxation of the Board's 15 oversight? 16 A. No, I don't think so. I think the Board were very 17 clear, in October 2023, as to their expectations in 18 respect of the policy. 19 Q. So going on, then, please to what the new policy would 20 provide, that is to say what proposal was, it states at 21 paragraph 2: 22 "It is the policy that: 23 "Any information originating from Horizon after 24 1 January 2022 may be passed as either intelligence or 25 evidence to [law enforcement authorities or agents] only 63 1 after the [Director of Assurance & Complex 2 Investigations] (or their nominated deputy) and inhouse 3 criminal lawyer both give approval." 4 So that's consistent with what we're saying about 5 the delegation of authority to those two individuals. 6 It states: 7 "A record of both [their] rationale and decision 8 must be recorded on the relevant case file. 9 "Where information is requested by [law enforcement 10 authorities] that is Horizon data originating from 11 pre-1 January 2022, the same process must be followed. 12 In addition, the wording included in the relevant 13 section of the Investigator's Manual covering the 14 passing of information ... must be included in any 15 witness statement for evidence or in an accompanying 16 email or letter ... requesting the information in 17 a non-evidential format." 18 So the policy envisaged drawing a line as at January 19 2022 and, in effect, treating evidence that post-dates 20 January 2022 essentially as being capable of being 21 relied upon without caveat, and data pre-dating January 22 2022 as not qualifying in that sense; is that your 23 reading of this proposal? 24 A. Yes. 25 Q. Do you know why it is that that date was chosen as the 64 1 point at which it could be said confidently that Horizon 2 data could be relied upon in support of police 3 investigations? 4 A. No, I don't. 5 Q. If we could go on, please; if we could scroll down, 6 please, to page 3. So it says this: 7 "There are significant differences between the 8 environment that existed at the time the old Policies 9 were formed and the current and future environment. The 10 current approach to dispute resolution and the 11 underlying technology could be seen as supporting a more 12 BAU ..." 13 Is that "business as usual"? 14 A. Yes. 15 Q. "... approach to passing information to law enforcement. 16 However, the most significant difference between 2019 17 when the old Policies were first drafted and now is that 18 [Assurance & Complex Investigations] exists and brings 19 significant criminal investigation experience to bear, 20 but more importantly, also considerably more objective 21 rigour to assessing evidence. Project Panther within 22 [Assurance & Complex Investigations] is solely focused 23 on testing the reliability of data that [Post Office] 24 investigators and law enforcement will rely upon." 25 Then at paragraph 8: 65 1 "A further check and balance to the material 2 provided to law enforcement which enables a more 3 proportionate governance of this is that law enforcement 4 agencies do not just take [Post Office's] word that 5 evidence is reliable. [Post Office] can only provide 6 the information to law enforcement; it is for them to 7 decide its admissibility and weight. Given this 8 reality, it is our view that a more agile and devolved 9 (albeit to senior staff with significant relevant 10 experience outside of POL) approach may be taken to 11 better serve law enforcement, postmasters and [Post 12 Office]." 13 That explains then both the context and 14 justification put forward to the Strategic Executive 15 Group for this proposed change in policy; is that fair? 16 A. Yes. 17 Q. That Group was asked to discuss the approach in advance 18 of the proposal to admit the matter to the Board in 19 July; is that right? 20 A. That's right yes. 21 Q. I don't think you were in attendance at the meeting of 22 the Strategic Executive Group in late June; is that 23 right? 24 A. That's right. 25 Q. That was attended by your deputy. Did she report back 66 1 to you on the outcome of that meeting? 2 A. Um, I don't recall specifically. We probably would have 3 had a general discussion. 4 Q. Were you aware that the Group had declined to approve 5 the submission of the paper to the Board? 6 A. I think I was aware of it on the basis that I had this 7 as a matter on the draft agenda for the July Board 8 meeting and it came off, so -- off that draft agenda, so 9 I think that I deduced that the matter hadn't cleared 10 the Executive. 11 Q. Were you aware that the reason why Executive had refused 12 to approve the paper was that it believed further 13 assurance was required in relation to Horizon data? 14 A. No, I don't think I knew the reasoning. 15 Q. Has this matter come back to the Board since June 2024, 16 to your knowledge? 17 A. Not to my knowledge, no. 18 Q. Does it remain the case that Board approval is required 19 before any witness evidence about Horizon data is 20 supplied to the police? 21 A. Well, yes, in line with the current policy. 22 Q. I think you said that you consider that that is 23 an appropriate safeguard, owing to the history of 24 Horizon prosecutions and the ongoing questions, I 25 suppose, about Horizon's integrity; is that fair? 67 1 A. Yes. 2 Q. Thank you. I have one final topic I'd like to discuss 3 with you -- 4 SIR WYN WILLIAMS: Before that, Ms Hodge, this may be me 5 being unduly legalistic, all right, but I would just 6 like to get a point clear in my head. 7 Before the police become involved in any suspected 8 crime, of the type we are now talking about -- 9 a financial crime related to an organisation -- there 10 has, in effect, to be a report of an alleged crime to 11 the police, yes? 12 A. Yes. 13 SIR WYN WILLIAMS: So to use, just by way of an example, the 14 suspicion that a postmaster has stolen Post Office 15 money, before that gets to the police, someone must have 16 formed the suspicion that the postmaster has done that, 17 yes? 18 A. Yes, sir. 19 SIR WYN WILLIAMS: Right. Am I right in thinking that, 20 before a report to the police is made about that 21 notional postmaster, the Board has to approve it? 22 A. Yes, that's right. 23 SIR WYN WILLIAMS: That's under the existing policy? 24 A. Under the existing policy, yes. 25 SIR WYN WILLIAMS: So, essentially, what that means, as 68 1 I would think, as both a citizen and a lawyer, is that 2 the Board has satisfied itself that there is sufficient 3 evidential basis to justify a report to the police, yes? 4 A. Yes, sir. 5 SIR WYN WILLIAMS: Right. That I follow entirely. 6 What I am struggling more with is the next step: the 7 police now begin to investigate, yes? 8 A. Yes. 9 SIR WYN WILLIAMS: In their investigation, they ask for 10 various witness statements or information or 11 intelligence, whatever you want to call it, in order to 12 further their investigation so that they can decide 13 whether or not a charge is justified, yes? 14 A. Yes, sir. 15 SIR WYN WILLIAMS: What's the need for the Board to 16 authorise that because the request for this information 17 is coming from the police; what's wrong with just 18 complying with their request, so far as you know? I'm 19 not asking you to be the arbiter of all this: I just 20 want to understand what's behind all these various 21 procedures, if you see what I mean. 22 A. I think it's just, given sort of historical 23 sensitivities, that the Board has wished to stay very 24 close to these matters. 25 SIR WYN WILLIAMS: But, in the real world, are you saying 69 1 that there could be instances where a police force would 2 say, "Right, we'd now like you to provide X, Y and Z to 3 further our investigations" but the Post Office would 4 then say "No"? 5 A. I mean, I can't envisage that happening, sir. Yeah. 6 SIR WYN WILLIAMS: Yes, so that's why I am asking why there 7 is the need for, as I might see it, let's say, 8 an excessive degree of caution over this, once the 9 police -- and I stress that -- once the police are the 10 persons asking for the information? 11 A. Yeah, I mean, I don't think I can say much further as -- 12 you know, just that the Board have -- 13 SIR WYN WILLIAMS: Because of the past and people are being 14 very cautious; that's what it boils down to, is it? 15 A. Yes, in my view, yes, sir. 16 SIR WYN WILLIAMS: Sorry, Ms Hodge. 17 MS HODGE: No. Thank you, sir. 18 Ms Scarrabelotti, my final topic concerns your 19 involvement in the events which culminated in the 20 removal of Mr Staunton as Chair of Post Office earlier 21 this year. The first issue concerns Mr Staunton's 22 annual performance appraisal. 23 A. Yes. 24 Q. That was due to take place in January 2024; is that 25 right? 70 1 A. That's right yes. 2 Q. That was one year after he'd taken up the role, or 3 approximately one year after he'd taken up the role of 4 Chair of the Post Office Board? 5 A. Yes, that's right. 6 Q. You say in your statement that you had prepared the 7 necessary documents to support that process -- is that 8 right -- 9 A. That's right. 10 Q. -- and you'd been liaising with the Senior Independent 11 Director, Mr Tidswell, and the team at UKGI, including 12 the Shareholder Non-Executive Director? 13 A. That's right, yes. 14 Q. You explained that UKGI had requested that the appraisal 15 proceed? 16 A. Yes. 17 Q. Why was it that their view as to whether it ought to 18 proceed was canvassed at that stage? 19 A. So I had been working with the UKGI Shareholder Team on 20 the materials for Henry's appraisal, you know, probably 21 for a good few weeks ahead of, actually, the, you know, 22 proposed appraisal to take place. I think, as 23 shareholder -- obviously Henry was accountable 24 ultimately to the shareholder, so it was very important 25 to -- you know, to be sure that they were happy with the 71 1 materials and also to the timing and just -- well, yeah, 2 were happy for the process to be initiated. 3 Q. So more procedural than a substantive matter -- is that 4 fair -- 5 A. I think so. 6 Q. -- in terms of seeking their -- 7 A. Yes, certainly, just an informal, courteous, yes. 8 Q. You say you were preparing to issue the relevant 9 documents to the Directors of the Post Office Board, 10 when Mr Staunton instructed you to stop the appraisal 11 process; is that right? 12 A. That's right, yes. 13 Q. What was the reason which he gave you for that 14 instruction? 15 A. Just, given the other pressures that the business was 16 going through at that particular time, so I was asked to 17 pause, yeah, for the present. 18 Q. Did you consider that there was any merit in that 19 suggestion that the pressures the business was facing 20 warranted pausing the appraisal process? 21 A. I mean, January 2024 was a very turbulent time for the 22 business but we're all subject to periodic performance 23 reviews and, even though the business was in a difficult 24 state and a difficult time, January 2024, I don't think 25 that there was any -- you know, I don't think that that 72 1 would be alleviated, you know, by waiting a few months. 2 Q. Does it follow that you didn't think that that was 3 an appropriate instruction for him to give you? 4 A. No, I didn't and, like I say, everyone has to go through 5 a performance appraisal and I can't defer mine, no one 6 can defer theirs. So yeah, I didn't think it was 7 appropriate. 8 Q. What did you do on receiving that instruction? 9 A. I went to the Senior Independent Director and shared my 10 concern. 11 Q. The second issue I'd like to explore with you concerns 12 the decision to appoint Mr Tidswell's replacement as 13 Senior Independent Director. You explain in your 14 statement that the appointment of the Senior Independent 15 Director is a matter for the Board under the 2018 UK 16 Corporate Governance Code? 17 A. Yes, that's right. 18 Q. You explain that the matter arose first in August 2013 19 when Mr Tidswell announced his intention to step down at 20 the end of his current term? 21 A. Yes, so 2023. 22 Q. Forgive me, 2023. Sorry. 23 A. Yes. 24 Q. I said 2018 (sic) again, did I? 25 A. Yes. 73 1 Q. 2023, I apologise. 2 As a result of Mr Tidswell giving that indication to 3 the Chair, he requested that the subject matter of his 4 replacement be placed on the agendas of the Nominations 5 Committee and the POL Board in September of that year; 6 is that right? 7 A. That's right, yes. 8 Q. You say that, following those meetings of both the 9 Nominations Committee and the POL Board, that meetings 10 were arranged in October with each of the Post Office 11 Directors, which were attended both by you and by 12 Mr Staunton; is that right? 13 A. So it wasn't all of the Post Office Directors. 14 Q. Forgive me, the Board Directors? 15 A. Yes, but not all of the Post Office Board Directors; 16 meetings were not held with all of those. So, 17 obviously, Al Cameron was out of the business unwell, 18 and then Ben Tidswell, there wasn't a consultation 19 meeting held with him either. 20 Q. Because he was leaving -- 21 A. Because he was leaving. 22 Q. -- and it was his replacement? 23 A. Yes. 24 Q. Can you please explain, what was the purpose of those 25 individual meetings with the other Directors of the 74 1 Board? 2 A. To get the Directors' views on whether or not the 3 incoming SID should be drawn from the existing Board 4 membership, so it would be an internal appointment, or 5 whether that appointment should be made externally and, 6 if the appointment was made externally, what would the 7 key skills and attributes and the technical expertise 8 for that external recruit? 9 Q. Now, you say that the shareholder had expressed a strong 10 view or a strong preference for both an external 11 appointment and a candidate who had Whitehall 12 experience; is that right? 13 A. That's right, yes. 14 Q. You also explained that, of those whose views that were 15 canvassed, there was a division as to whether the 16 appointment ought to be internal or external; is that 17 right? 18 A. That's right, yes. 19 Q. And that Mr Staunton determined, in view of that 20 division, to give preference to the shareholder's view 21 and to seek the appointment of an external candidate; is 22 that right? 23 A. That's right. 24 Q. I think you say that you sent an email on 25 October to 25 advise the other Board members of that decision? 75 1 A. That's right, yes. 2 Q. Now, that resulted in the matter going to the 3 Nominations Committee in November; is that right? 4 A. That's right, yes. 5 Q. They gave their approval to the initiation of 6 a recruitment process; is that correct? 7 A. That's right, yes. Well, it's a -- they approved 8 a recommendation being made to the shareholder for the 9 recruitment process. 10 Q. For the recruitment to commence? 11 A. Yes. 12 Q. Now, on 17 January this year, you've explained in your 13 statement that the Chair, Mr Staunton, emailed certain 14 of the Post Office Board members to advise that there 15 had been a change of sentiment amongst the Board about 16 the decision to make an external appointment; is that 17 correct? 18 A. Yes. 19 Q. Do you know from where Mr Staunton had obtained that 20 impression? 21 A. I mean, I don't really know. So I guess sort of as 22 I mentioned before, January, you know, this year was 23 a tough month for the company. A lot was going on. So 24 yeah, I imagine that yeah, the directors may have fed 25 back to Mr Staunton that, you know, to appoint 76 1 internally for the SID was preferable, as opposed to 2 recruiting externally, given, you know, the 3 circumstances of the time. 4 Q. You note in your statement that the Shareholder 5 Non-Executive Director wasn't copied in to the email 6 sent by Mr Staunton on 17 January, notifying the other 7 board members of this proposed change in approach. Do 8 you know why it is that that was the case? 9 A. Potentially because the Shareholder Non-Executive 10 Director had a different view as to the approach. 11 Q. Did you read this as an attempt by Mr Staunton to 12 sideline the Shareholder Non-Executive Director? 13 A. Well, I think that's what it was, yes. 14 Q. On 18 January, so the following day, you say that the 15 Chair asked you to review your notes of the individual 16 meetings which you had attended between the Chair and 17 those directors whose views were canvassed about the 18 question of an appointment, so that was back in October 19 of the previous year -- 20 A. Yes. 21 Q. -- is that right? 22 He asked to you to advise as to what their 23 preferences had been as to who on the Board should take 24 up the role of the Senior Independent Director in the 25 event of an internal appointment; is that right? 77 1 A. That's right, yes. 2 Q. You duly sent your record of that meeting, or a summary 3 of the views that were canvassed at that meeting to the 4 Chair; is that correct? 5 A. That's right, yes. 6 Q. Mr Staunton then, on 20 January, so two days later, 7 emailed the Board to notify the members that an internal 8 appointment had been made; is that right? 9 A. That's right, yes. 10 Q. You say that he then went on to instruct you to halt the 11 recruitment process for an external candidate -- 12 A. Yes. 13 Q. -- and that you felt unable to follow that instruction, 14 you say, because the requisite governance procedures had 15 not been followed, and the approach was not in line with 16 the existing mandate from the shareholder; is that 17 right? 18 A. That's right. 19 Q. When it came to Mr Staunton's attention that there had 20 been a change of sentiment amongst the members of the 21 Board, what processes do you think he should have 22 followed to ensure that that matter was dealt with 23 appropriately? 24 A. Well, I think that we would have needed to have a formal 25 board meeting to take all the views of all the Board 78 1 members, and then a formal vote on the matter in order 2 to change the previous decision that had been taken. 3 Q. So was the nature of your concern that the matter hadn't 4 been properly canvassed at board level, rather than, for 5 example, being remitted to the Nominations Committee? 6 A. No, my concern wasn't that the matter hadn't been sort 7 of -- that there hadn't been adequate consultation. My 8 concern was that there hadn't been -- that the decision 9 hadn't taken place in the appropriate forum at Board. 10 So it was a decision for Board, the employment of the 11 Senior Independent Director. All directors need to be 12 given an opportunity to participate in that vote and, 13 from what I understood, not all directors were given 14 that opportunity. 15 Q. In particular, the Shareholder Non-Executive Director? 16 A. The Shareholder Non-Executive Director, also 17 I understand Amanda Burton was not consulted, neither 18 was Ben Tidswell, and we've said that, yeah, Al Cameron 19 was on sick leave at the time. So quite a few members 20 of the Board not given the opportunity to vote on this 21 matter. 22 Q. You say that -- so you had two concerns, essentially. 23 One relate to the following of due process -- 24 A. Yes. 25 Q. -- in reaching that decision, and the other concern you 79 1 identify in your statement was that the decision wasn't 2 consistent with the existing mandate from the 3 shareholder? 4 A. That's right. 5 Q. Does this episode reflect, do you think, a tension in 6 the governance of the Post Office between the matters 7 which are properly reserved to the Board and the 8 involvement of the shareholder and the influence of the 9 shareholder in those decisions? 10 A. I don't think so. I mean, the shareholder was very 11 clear in providing their view, however, I think if the 12 board had taken an alternative view to originally 13 appoint an internal candidate, I think that would have 14 stood. 15 MS HODGE: Thank you. I've no further questions. If you 16 remain there, there may be some questions from the 17 recognised legal representatives of some of the Core 18 Participants. 19 THE WITNESS: Thank you. 20 Questioned by MR JACOBS 21 MR JACOBS: Good afternoon. I appear for a large number of 22 Core Participants, subpostmasters, former subpostmasters 23 and assistants so represented by Howe+Co. 24 Ms Scarrabelotti, I have a few questions to ask you, 25 firstly about what you say in your statement about 80 1 culture. At 11.45 this morning Ms Hodge said you'd made 2 reference in your statement to an issue within Post 3 Office of decision making, of a fear of decision making, 4 of being held accountable; do you recall that? 5 A. Yes. 6 Q. Could we very quickly go to where you deal with that in 7 your statement. It's WITN11120600, paragraph 33(g), 8 page 19 of 85. 9 While we're waiting for that to come up, you're 10 giving your reflections here as to the adequacy and 11 effectiveness of the Post Office's corporate governance 12 arrangement; that's right, isn't it? 13 A. Yes. 14 Q. Do we see that? Yes, it's on the screen now. At (g): 15 "As [highlighted] elsewhere in my statement, current 16 POL employees are acutely aware of failings of the past. 17 This appears to have resulted in an apparent reluctance 18 to take decisions for fear of getting it wrong and 19 therefore being liable to future criticism." 20 Is that right? 21 A. Yes. 22 Q. You go on to says: 23 "This reluctance in turn results in decisions either 24 stagnating or being pushed to more senior 25 decision-making forums. Ultimately, more POL Board time 81 1 is taken up with matters of less strategic importance, 2 and there is diminished accountability on the part of 3 less senior forums and individuals." 4 Now, I have some questions to ask you about that. 5 Firstly, what decisions are being stagnated as a result 6 of this fear of accountability or paralysis affecting 7 the Board? 8 A. I mean, it could be -- it was sort of any decision 9 across the business, to be honest. Yeah. I don't think 10 I can give you a particular category or business unit. 11 Q. When you say that decisions of greater strategic 12 importance are being pushed to more senior decision 13 making forums, what are those forums and what are the 14 decisions of greater strategic importance? 15 A. So I say "matters of less strategic importance" in my 16 witness statement, sorry. 17 Q. Okay. Our clients are concerned about the delays in the 18 provision of redress to subpostmasters. Have these 19 delays been affected by the paralysis in decision making 20 in the Post Office as a result of the scandal? 21 A. Potentially, yes. 22 Q. Can you elaborate on that at all? 23 A. I think that there's sort of just general nervousness 24 around decision making. So, you know, that it would 25 take a long time, perhaps, for a proposal to 82 1 crystallise, that there's more agonising over 2 recommendations, perhaps in other businesses that I've 3 worked on -- that I've worked at, and that, overall, 4 that leads to slower decision making. 5 Q. I've been asked to ask if you can move a little bit 6 closer to your microphone. 7 A. Sorry. Pardon me. 8 Q. What do you think can be done to free up this paralysis, 9 this fear of making decisions in reasonable time? 10 A. I think it's empowering people and I think it's looking 11 at decision making from Board level down. So the Board 12 currently has delegated authority to the Executive for 13 £5 million but looking at whether or not that delegation 14 needs to be increased. Also, ultimately looking at the 15 Board and their relationship with the shareholder, and 16 whether or not certain decisions that go to the 17 shareholder can perhaps come back to the Board. And 18 I think making those sorts of changes could increase, 19 from the top down, confidence in decision making. 20 Q. Do you think having more subpostmaster representation on 21 the Board, something that you say would be a good thing, 22 would assist in enabling more speedy and effective 23 decision making? 24 A. Potentially on the Board but I think it could be more 25 effective at -- in other layers. So perhaps looking at 83 1 the executive structure, where we have the Postmaster 2 Experience Director sit as part of the wider leadership 3 team thinking do we need, you know, more people with 4 that title or similar titles at the leadership level, at 5 the Executive level? 6 Q. Do you think the Government should play a more direct 7 role in order to resolve this fear of decision making? 8 A. Well, potentially, to have a look at our articles and 9 the contractual arrangements between the shareholder and 10 the company, and looking at opportunities to empower the 11 company to take more decisions, yes. 12 Q. How would that work; how would the shareholder be 13 brought in to assist with decision making? 14 A. Well, the shareholder would actually be removed from 15 certain decision making and allow the company enhanced 16 decision making in some respects. 17 SIR WYN WILLIAMS: Yes, as I understand you, you're saying, 18 in effect, that the Government is too involved in some 19 decision making and that should be handed over to the 20 POL Board? 21 A. Yes, sir. That's right. 22 MR JACOBS: So that leads me on to my next question: is this 23 fear a fear of the Department of Business, that it's the 24 Government, the shareholder, that would criticise the 25 decisions, or is it more public opinion? 84 1 A. I think more public opinion and just fear of getting it 2 wrong, given the catastrophes of the past. 3 Q. You've said in your statement that having at least one 4 Board member who's legally qualified is vitally 5 important? 6 A. In my view, yes. 7 Q. You say that Ms Burton has legal experience and that has 8 been helpful in challenging what the Executive are 9 telling the Board. Do you think, if the Board had its 10 own counsel or equivalent standing lawyer, that would 11 cut through nervousness about what the Board is being 12 told by the Executive? 13 A. So, obviously, we have a General Counsel who is not 14 a member of the Executive but is a standing attendee and 15 invitee to Executive meetings. Inhouse counsel carries 16 the same independence obligations as you would expect. 17 The interim General Counsel, too, is attending Board 18 meetings to provide independent advice. So I think 19 that's sort of an enhancement, yeah, for the Board. 20 Q. So your evidence is that having Board members who are 21 also legally qualified is what you think there should be 22 more of? 23 A. No, I don't think necessarily more of but I think having 24 one of is very valuable. 25 Q. You go on to say that having a board member with IT 85 1 technology experience is imperative? 2 A. Well, absolutely, because we're embarking on a major 3 technology transformation. 4 Q. Are there directors with that experience on the Board 5 yet? 6 A. Not currently, no. 7 Q. What steps are there proposed? 8 A. So we're currently recruiting for an independent 9 Non-Executive Director with a skillset in technology and 10 cyber. 11 Q. I want to ask you finally about the meetings with 12 subpostmasters that you've referred to at 13 paragraph 45(a) of your statement -- no need to put it 14 up -- but you say that you're aware of the meetings that 15 have taken place between subpostmasters and directors. 16 A. Sorry, let me just go to it. 17 Q. 45(a) of the statement. 18 SIR WYN WILLIAMS: It's page 31. 19 MR JACOBS: Thank you, sir. 20 "In order to demonstrate a desire for cultural 21 change ..." 22 A. So these are meetings between postmasters and members of 23 the Executive, as opposed to Board Directors. 24 Q. Right. Are you aware of those meetings; have you 25 discussed those meetings with the members of the 86 1 Executive who have held those meetings with 2 subpostmasters? 3 A. They've been spoken about, absolutely, at times when 4 I have sat with the Board and when I have sat in the 5 Executive forum as well. 6 Q. We understand that on 23 June 2023 Nick Read had 7 a meeting with 100 senior officials and leaders in the 8 Post Office to discuss the meetings that he'd held with 9 subpostmasters and he said that this was part of his 10 determination to change culture within the Post Office. 11 Did you attend that meeting or any such meetings to 12 discuss the experiences from these meetings? 13 A. I mean, I don't -- 14 Q. -- with subpostmasters? 15 A. I don't recall if I attended that meeting. It's 16 probably highly likely that I did. 17 Q. Can you confirm whether what's happened in those 18 meetings, the information that's been provided by 19 subpostmasters to members of the Executive, how that has 20 been used to feed into the Post Office culture? 21 A. (Unclear) the executives who participate in those 22 meetings are very, very deeply moved, and find that 23 those meetings very, very challenging, very difficult, 24 very confronting, but I think they come back into the 25 business with, you know, a real sense to enact change. 87 1 Q. On Wednesday Mr Brocklesby gave evidence and he has 2 attended some of these meetings with subpostmasters, and 3 we know he is leaving Post Office and we know that the 4 current Chief Executive is leaving Post Office as well. 5 What steps are being taken to ensure that corporate 6 memory is maintained, despite the high turnover of 7 Executives and Board members in recent years? 8 A. Well, Mr Read is staying for a number of months yet, so 9 there will be, I imagine, a handover period. At Board 10 level, it has been difficult, obviously, to retain 11 corporate memory with the number of step downs that 12 we've had in the last few years, but we do try as much 13 as we can to have handover periods, to have handover 14 notes, to have full induction, you know, packs and 15 meetings. 16 Q. Well, are the lessons from the meetings with 17 subpostmasters being recorded, are they being 18 transmitted throughout the business or are they just 19 experiences that executives have for their own knowledge 20 and their own purposes? 21 A. I do think that they are transmitted through the 22 business and they are -- 23 Q. How are they transmitted? 24 A. Well, they're spoken about, as I say, at Board meetings, 25 at Executive meetings. I think Mr Read, in different 88 1 updates -- CEO updates to the Board, has reflected on 2 this experiences of those meetings. I think at 3 different meetings of the Senior Leadership Team, as it 4 was previously called, those meetings had been touched 5 on, and the nature of those meetings, the tone of those 6 meetings. So, absolutely, I think, yeah, I think those 7 meetings are brought back into the business. 8 Q. Are you aware of any wider restorative justice 9 initiatives that have been proposed, such as, for 10 example, ongoing psychiatric and counselling support for 11 subpostmasters and their families, ways of helping the 12 children whose education was disrupted by the scandal, 13 educational bursaries, initiatives to restore 14 reputations of subpostmasters in their local communities 15 and areas; has that been discussed at Board level? 16 A. I'm pretty sure at Board level, yes, so enhanced 17 restorative justice measures being discussed along with 18 looking at, yeah, you know, the funding for that. 19 Q. Is that something that Post Office is actively 20 considering? 21 A. I'm not sure, to be honest. 22 MR JACOBS: I'll just see if I have any more questions. 23 I don't have any more questions for you. I'm 24 grateful. Thank you. 25 THE WITNESS: Thank you. 89 1 MS HODGE: Sir, I think that concludes the questions from 2 the representatives of Core Participants. 3 SIR WYN WILLIAMS: Well, thank you very much, 4 Ms Scarrabelotti, for making a total of five detailed 5 witness statements. I think we can say that the 6 corrective statement wouldn't have taken you all that 7 long but the others must have taken a great deal of 8 time. So thank you very much for that and thank you 9 very much for coming to give oral evidence before me 10 this morning. 11 THE WITNESS: Thank you, sir. 12 SIR WYN WILLIAMS: Where do we go now, Ms Hodge? Do we take 13 an early lunch or do we start the next witness? 14 MS HODGE: Sir, my proposal would be that we resume at 1.45 15 after an early lunch. 16 SIR WYN WILLIAMS: Yes, fine. 17 MS HODGE: Thank you. 18 (12.32 pm) 19 (The Short Adjournment) 20 (1.45 pm) 21 MS MILLAR: Good afternoon, sir, can you see and hear us? 22 SIR WYN WILLIAMS: Yes, yes, thank you. 23 MS MILLAR: This afternoon we're going to hear from 24 Ms Branton. 25 VERONICA JANE BRANTON (affirmed) 90 1 Questioned by MS MILLAR 2 MS MILLAR: Thank you. Can you please confirm your full 3 name? 4 A. Veronica Jane Branton. 5 Q. Ms Branton, can you just sit forward a little bit, just 6 so the microphone picks up your voice? 7 A. Sorry. 8 Q. Thank you. You should have a witness statement in front 9 of you and that's dated 4 September 2024; is that 10 correct? 11 A. That's correct. 12 Q. Before we begin, I understand there are a couple of 13 amendments you'd like to make to that statement. 14 A. Yes, please. 15 Q. So if we just go to page 22 first of all, and 16 paragraph 69, I think the amendment should be: 17 "Once appointed, new NEDs received induction 18 materials, access to [and then the amendment is] 19 a number of past Board and committee materials." 20 Is that correct? 21 A. That's correct. 22 Q. Then page 25 at paragraph 78, the last sentence you want 23 to add "for recommendation to the Board"; is that 24 correct? 25 A. That's correct. 91 1 Q. Thank you. Having made those amendments, can I ask you 2 to turn to the last final substantive page of your 3 witness statement which is page 71? 4 A. Yes, thank you. 5 Q. Can you confirm that is your signature? 6 A. It is, thank you. 7 Q. Can you confirm that statement is true to the best of 8 your knowledge and belief? 9 A. It is. 10 Q. Thank you. For the record, that statement is 11 WITN11420100. 12 Ms Branton, is there anything you'd like to say 13 before you start your evidence? 14 A. Yes, please. I would just like to say how sorry I am 15 that the actions and inactions of Post Office and others 16 has caused so much suffering to so many subpostmasters 17 over such a long period of time and that not all of 18 those individuals have received compensation yet. 19 Q. Thank you. Can I ask you to keep your voice up a little 20 bit, you're very softly spoken. 21 A. Sorry. 22 Q. Thank you very much. By anyway of introduction, you 23 were employed by the Post Office from February 2018 to 24 March 2022; is that correct? 25 A. That's correct. 92 1 Q. You were Head of the Secretariat between 21 February 2 2018 and 31 May 2019? 3 A. That's correct. 4 Q. You became interim Company Secretary on the 1 June 2019 5 and then Company Secretary on 26 July 2019? 6 A. That's correct. 7 Q. You remained in that role until about March 2022? 8 A. That's correct. 9 Q. In relation to your professional qualifications, you 10 have to an MSc in corporate governance and 11 a practitioners certificate in data protection? 12 A. That's right. 13 Q. You've been an associate of the Chartered Governance 14 Institute since December 2006? 15 A. Yes. 16 Q. Prior to being employed by the Post Office, you held 17 various administrative and governance roles and that 18 included, as a board secretary and corporation 19 secretary; is that correct? 20 A. That's correct. 21 Q. After leaving Post Office in March 2022, you became 22 Corporation Secretary at Ofcom, where you're still 23 employed; is that right? 24 A. That's right. 25 Q. Thank you. So when you were appointed Head of 93 1 Secretariat in February 2018, your line manager was the 2 General Counsel and Company Secretary then, Jane 3 MacLeod? 4 A. That's right. 5 Q. At that point, the role of Company Secretary and General 6 Counsel were held by the same person? 7 A. That's right. 8 Q. Is it right, then, when Ms MacLeod left the Post Office 9 in May 2019, the roles were merged and you took on the 10 company -- sorry, the roles were separated -- 11 A. (The witness nodded) 12 Q. -- and you took on the Company Secretary role? 13 A. That's right, yes. 14 Q. What is your understanding of the reason why the roles 15 were separated at that point? 16 A. I think, to some extent, expediency because there was 17 an immediate gap and I think, at that stage, Al Cameron 18 had become the Interim Chief Executive and he wanted to 19 make sure there were individuals in those roles quite 20 quickly and the Board was of the same view. 21 Q. In Ms MacLeod's witness statement, she explains that, in 22 your previous role as Head of Secretariat, you fulfilled 23 the day-to-day responsibilities of the Company 24 Secretary; is that a fair description? 25 A. That's a fair description. 94 1 Q. How did your role change when you became Company 2 Secretary? 3 A. I think the role changed principally because I had much 4 more direct contact with the Board members and with the 5 Chair. So previously a lot had been done through Jane 6 MacLeod, whereas when I moved into the role I was having 7 more conversations directly with Board members. 8 Q. Thank you. When you became Company Secretary, did you 9 manage a team, a Secretariat team? 10 A. I did. 11 Q. How many people were in that team? 12 A. It ranged over time, so we had some staff shortages at 13 periods, so at one point there just two of us and at 14 full strength there were five of us. 15 Q. At what period were there only two of you? 16 A. Quite soon after I started at Post Office. So there 17 were a couple of people who left very soon after I'd 18 started and there was already a vacancy, so we had just 19 two of us for a few months. 20 Q. Thank you. So turning, then, to the training you 21 received when you joined the Post Office, is it right 22 that you didn't receive any specific briefings or 23 induction on the issues being addressed by this Inquiry 24 when you joined the Post Office? 25 A. Not that I can recollect. 95 1 Q. Did that include issues with the Horizon system -- 2 A. Yes. 3 Q. -- and also the Group Litigation proceedings which were 4 ongoing at the time you joined the Post Office? 5 A. Yes. I didn't receive specific training or induction, 6 from recollection, but I was quite soon attending Group 7 Executive and Board meetings to minute those. 8 Q. And I think that's something you touched on in your 9 statement, that your understanding of the issues 10 addressed by this Inquiry came from listening to Board 11 and committee meetings; is that correct? 12 A. That's correct. 13 Q. When you became Company Secretary, then is it correct 14 you didn't receive any further specific induction or 15 training at that point? 16 A. I didn't. 17 Q. You explain in your statement that you wouldn't 18 criticise the lack of special induction given the nature 19 of your role? 20 A. (The witness nodded) 21 Q. Can you explain what you mean by that? 22 A. I think simply that, as you mentioned, I was carrying 23 out a lot of the day-to-day functions as Head of 24 Secretariat and so the main change was to have much more 25 direct interaction with Board Directors at the stage 96 1 I became Company Secretary and, obviously, had overall 2 accountability when I moved into the Company Secretary 3 role for running the function in the team. 4 Q. With hindsight, do you think it would have been helpful 5 to have any specific briefings or induction at the time 6 you became Company Secretary? 7 A. Ideally. 8 Q. What would that have involved, ideally? 9 A. I think, more than anything, it would be understanding 10 whether there were any gaps in my knowledge about what 11 I was expected to fulfil within the role of Company 12 Secretary versus Head of Secretariat. 13 Q. Thank you. So turning, then, to your role supporting 14 the Board specifically, at paragraph 38 of your 15 statement, you explain that you maintained the Board 16 forward plan, drafted the agenda and commissioned the 17 papers that were presented to the Board? 18 A. Yes. 19 Q. In terms of the forward plan, can you describe very 20 briefly what that was? 21 A. Yes. So the forward plan for board meetings set out all 22 of the cyclical items that were due to go to the Board, 23 so there would be a Chief Executive's report to each 24 Board meeting, there would be financial information to 25 each board meeting; there would be a number of things 97 1 that would come each year, such as the network report, 2 the annual report and accounts, the business plan, and 3 so on, and then there would be the additional items 4 which would be principally around different areas of 5 different business lines within Post Office, so 6 insurance and post and telecoms. 7 Q. Thank you. In terms of the Board agenda, is it right 8 that you drafted that with input from both the CEO and 9 also members of Group Executive team? 10 A. That's correct. 11 Q. The final version was approved by the Chair of the 12 Board? 13 A. That's right. 14 Q. Was that the case in terms of ordinary Board meetings 15 and also emergency Board meetings? 16 A. Yes, certainly for ordinary Board meetings. I think for 17 additional Board meetings, because they were additional, 18 we wouldn't have had a forward plan of items for those, 19 but -- so yes, I would be seeking advice from others in 20 the business about the content of additional Board 21 meeting agendas. 22 Q. Whose responsibility was it to prioritise particular 23 items of business in the agenda? 24 A. Principally the Chairman and the Chief Executive. 25 Q. Did you have any input into that decision? 98 1 A. Not really. 2 Q. When you say not really, is that in respect of 3 particular items you might have had input? 4 A. Well, there will have been some governance items that 5 I had produced and included on agendas and, because my 6 team and I were maintaining a forward plan, we -- 7 I wanted to make sure that there weren't items slipping 8 from that forward plan. 9 Q. But other than that, you didn't have input into the 10 prioritisation of those items? 11 A. No. 12 Q. Once the Chairman had approved the agenda, is it correct 13 that you would then circulate that along with the papers 14 for the Board? 15 A. That's right. 16 Q. If there were further updates provided to the Board 17 outside meetings, would you expect to have been copied 18 in to that correspondence? 19 A. I would hope to be. 20 Q. Could we please have the document with the reference 21 POL00103607 on screen and the bottom of page 2, please. 22 Thank you. So we can see there that's an email from 23 Alisdair Cameron to number of members of the Board on 24 28 June 2019 and you're copied in to that email. The 25 subject line is "Three Updates", and he starts the email 99 1 by saying "Dear Board". If we go over the page, please, 2 to the third update, he says: 3 "Thirdly, we have identified an issue on cash rems 4 which creates differences with Postmasters -- we believe 5 about 120 branches have been affected. We do not yet 6 have a root cause and that is the IT priority. In 7 addition to contact with affected branches, full 8 communications are going out today research Postmasters 9 that we are aware, are resolving individual differences 10 and there will be no adverse consequences. The GLO team 11 is engaged to ensure we manage this transparently and 12 document it effectively. We have also had rumours of 13 issues with scanning but have no [I think that should be 14 'not'] identified issues so far." 15 So, in respect of those kind of issues, were you 16 expected to take any action when you were copied into 17 emails like that? 18 A. Not if I was only copied in and there wasn't a specific 19 request for me to do something. 20 Q. Did you keep any kind of record of updates provided to 21 the Board in this way, so outside meetings? 22 A. Not just a general email, no. 23 Q. In terms of progressing matters, these kind of updates, 24 whose responsibility was it to ensure that things like 25 this were followed up on? 100 1 A. I think really it would depend who the -- who'd sent the 2 email in the first place. So had there been a specific 3 action at a Board meeting, then it would be for me to 4 make sure that that was followed up on through 5 completion of an action. But where it was an email 6 from, in this instance, Al Cameron to the Board, then, 7 as he had sent the email and copied me in and not asked 8 me to do anything further, then I would expect him to 9 have followed up on it. 10 Q. Was that a formal arrangement or was that just 11 an informal understanding? 12 A. I think an informal understanding. 13 Q. Thank you. That document can come down. 14 So at paragraph 48 of your statement you explain 15 that the ordinary Board packs tended to be lengthy. Was 16 that the case throughout your time working for the Post 17 Office? 18 A. It was the case throughout my time working at the Post 19 Office but it became significantly more so during the 20 period after the judgments had been handed down. 21 Q. Did you have a role in determining the level of detail 22 in the papers that were presented to the Board? 23 A. We had -- as the Secretariat, my team and I provided 24 guidance on reducing papers in the template, but not in 25 terms of any detail -- sorry, my team and I would 101 1 have -- did and would have provided support around how 2 to structure papers and how to structure, for example, 3 the recommendations section of a paper, where people 4 needed support on that. But not anything on the 5 substance of the recommendation or the content of the 6 paper because I wouldn't purport, and nobody in the 7 Secretariat would have purported, to be Subject Matter 8 Experts. 9 Q. At paragraph 50 of your statement, you observe that the 10 level of detail required might vary depending on the 11 trust and confidence felt by individual Board members -- 12 A. Yes. 13 Q. -- which could vary over time. Can you explain a bit 14 about what you mean by that? 15 A. Yes. So I think that some Board Directors will 16 naturally be more interested in the detail than others 17 and so I think quite often your Audit and Risk Committee 18 members will be quite keen on seeing the detail. But 19 I also think, more significantly, after the judgments 20 had been handed down -- well, sort of any time after the 21 Common Issues judgment had been handed down, at that 22 stage I think the Board's confidence was undermined, and 23 so, therefore, Board members were tending to seek more 24 assurance about the information they received. 25 Q. Then did that then lead to the Board packs and the 102 1 information going to the Board becoming more lengthy? 2 A. That was a contributory factor but I think just the 3 range of issues that the Board was considering after the 4 judgments had been handed down. 5 Q. Could we please have the document with the reference 6 POL00393461 on screen, please. At the bottom of page 1, 7 we can see there's an email from you to the Board on 8 26 June 2020, and you've attached draft Board minutes. 9 The email directly above that is a reply from Mr Cooper 10 who is the shareholder representative on the Board, and 11 he says: 12 "I think a number of us are very keen to understand 13 how issues with Horizon (such as the presence of some 14 bugs currently) and related process issues ([for 15 example] around outstanding dispute and time to 16 resolution) are going to be reported so that we can get 17 comfortable that issues are being resolved in a timely 18 way. I don't remember the conversation exactly but 19 I think there's an action for Julie and the team to come 20 back to us on this isn't there?" 21 Is that an example of a member of the Board seeking 22 further assurance from your team about particular 23 issues? 24 A. Yes, I think that's right. 25 Q. Did you understand who Mr Cooper was referring to when 103 1 he said "a number of us" at the start of that email? 2 A. I don't think I could specifically say which Board 3 directors that meant but, certainly, I would say it was 4 true of non-executive Board members. 5 Q. Thank you. That document can come down. So at 6 paragraph 35 of your statement you explain that for 7 ordinary Board meetings, the papers and the agenda would 8 normally be circulated a week in advance of the meeting, 9 but you go on to explain that, when the Board started to 10 meet more frequently, it wasn't always possible to send 11 the papers a week in advance; is that correct? 12 A. That's correct. 13 Q. In writing your statement, you also went back to look at 14 the Post Office's annual report and consolidated 15 financial statements to see how many times the Board met 16 each year. The report records that in 2019 to 2020 the 17 Board met 13 times -- 18 A. (The witness nodded) 19 Q. -- the next year that increased to 52, and the year 20 after that -- so 2021 to 2022 -- the Board met 33 times; 21 is that correct? 22 A. That's correct. 23 Q. Is that a mixture of ordinary and additional Board 24 meetings? 25 A. It is but there was a fairly regular cycle in 2020/2021, 104 1 looking at all of the Inquiry related matters, so those 2 meetings tended to take place weekly, whereas the 3 ordinary Board meetings tended to take monthly, with 4 some additional meetings on topics such as funding as 5 well. 6 Q. Do you explain when the frequency of meetings increased, 7 sometimes papers were only going to the Board a day or 8 two in advance; is that correct? 9 A. That's correct. 10 Q. Can we have a look at UKGI00043629, please. Thank you. 11 At the bottom of page 1, please. So we see an email 12 from Mr Cameron to you on 18 November 2020, and that was 13 sent at 18.51 hours. The subject line is "Board Papers 14 on HSS Funding for tomorrow". HSS, now is referred to 15 as the Horizon Shortfall Scheme; is that correct? 16 A. That's correct. 17 Q. He says: 18 "Veronica, I attach three papers for the Board 19 tomorrow. Please could you add them ... in the 20 following order." 21 How common was it for papers to be sent to the Board 22 the evening before meetings? 23 A. I think that was relatively unusual but it was certainly 24 the case when there were weekly Board meetings that 25 papers would only be sent a day or two in advance, quite 105 1 often. 2 Q. If we look further up that page, please, we see that 3 Mr Cameron sends the papers on to a number of 4 individuals at UKGI a few minutes after sending it to 5 you. He says in paragraph 2 of his email: 6 "We have worked through all the comments, albeit in 7 a bit of a rush, with some of the team attending the 8 court proceedings." 9 Did you notice any issue with the quality of the 10 papers being submitted, whenever this was being done 11 only a day or two in advance? 12 A. Not -- I can't recall specific incidents of that being 13 the case. However, I think it unlikely that papers 14 being produced in a rush is going to provide an optimal 15 paper. 16 Q. Thank you. If we can move, then, to look at 17 UKGI00041313, please. Halfway down that page, then, we 18 can see an email from you on 19 May 2021 to a number of 19 members of the Board. You say: 20 "Dear all, 21 "Given the papers for tomorrow's meeting were only 22 circulated this morning and there are a lot of important 23 decisions to take the team has reviewed which decisions 24 might wait, which are urgent and why." 25 Just pausing there, is that the Secretariat team or 106 1 who are you referring to there when you say "the team"? 2 A. Oh, no, the team I'm referring to is -- it's Herbert 3 Smith Freehills and also the Historical Matters Business 4 Unit. So they worked in conjunction when it came to 5 looking at items going to the Board and the papers going 6 to the Board on these matters. 7 Q. Thank you. You then go on to say: 8 "To this end item 1 ... of the decision making tools 9 has been deferred to next week." 10 We can see that item 1 below is post-conviction 11 claims. So do we understand from that that, because the 12 Board papers were received so late, decision making in 13 respect of this particular matter had to be deferred? 14 A. Yes. That's how I would read it. Yes. 15 Q. Was that something that was common, in your experience? 16 A. I think it was common for agendas to move around quite 17 a lot. I would say that one of the challenges, as well 18 as the frequency of meetings at this stage, was also 19 that there was information coming from a number of 20 external legal firms, as well as the Historical Matters 21 Business Unit working on things, and so the coordination 22 between those teams and discussions inflight did mean 23 that the decisions sought of that committee were 24 changing quite often. 25 Q. Thank you. If we just go down that page slightly, we 107 1 then see that item 2, again, is the Horizon Shortfall 2 Scheme; is that correct? 3 A. It is. 4 Q. So that was, again, something where the papers were 5 going to the Board relatively last minute? 6 A. Yes. 7 Q. Thank you. That document can come down. 8 Did anyone raise concerns with you about information 9 relating to important decisions like this going to the 10 Board at the last minute? 11 A. I certainly think it was a challenge, particularly for 12 Non-Executive Directors, given that they very often had 13 a portfolio of roles and were not full time at Post 14 Office, but I suspect it began to feel much more full 15 time than they might have wished, and it's absolutely 16 a challenge for somebody who is not a permanent employee 17 at an organisation to be expected to read quite complex 18 and detailed papers at short notice. 19 Q. Did anyone specifically raise concerns with you? 20 A. I think that concerns were raised periodically at those 21 meetings and at Board meetings about the amount of 22 information that directors were expected to process and 23 assimilate quickly. 24 Q. Did you think this was inevitable, given the position 25 that Post Office found itself in at the time, or could 108 1 anything have been done to handle the situation better? 2 A. I think there was probably a tension between wanting to 3 progress matters quickly and giving people enough time 4 to thoroughly assess the recommendations. 5 Q. Do you think that anything could have been done to 6 assist with that? 7 A. I think probably the coordination between the internal 8 team and the external legal firms might have been better 9 because I think sometimes the external legal teams 10 wanted to get matters into a particular Board meeting to 11 get a decision, and that sometimes meant that papers 12 were later than one would have wished. 13 Q. When you say "external legal teams", who are you 14 referring to, in particular? 15 A. Principally Herbert Smith Freehills but Peters & Peters 16 was also involved. 17 Q. In terms of the resulting impact on your Secretariat 18 team, at paragraph 91 of your statement you say that: 19 "Time had to be spent dealing with new problems as 20 they arose, Post Office Executives were working at full 21 strength and the volumes of meetings and the governance 22 support required meant that my team and I were at times 23 struggling to keep up." 24 Is that correct? 25 A. That's correct. 109 1 Q. At what point did you start thinking that your team was 2 struggling to keep up? 3 A. I think it took me longer than it should have done but 4 I don't think I was initially aware that the volume of 5 meetings was going to be sustained over such a long 6 period of time, and I also -- having not been in any 7 situation like it before, I didn't recognise for some 8 while that it was a company in complete crisis. But 9 I think, you know, I probably should have realised 10 earlier but I didn't really appreciate probably until 11 2021 that it was really unsustainable. 12 Q. So, at that point, then, you realised the need for 13 additional resource in your team; is that correct? 14 A. That's correct. 15 Q. You also go on to explain in your statement that, by 16 that point, it was difficult to attract and retain new 17 governance professionals in your team? 18 A. It was. 19 Q. Why do you say that? 20 A. I think probably a combination of things. I think that 21 Post Office's reputation was obviously severely damaged. 22 It also happened to coincide with a spike in demand for 23 mid-level company secretaries, and I also, in good 24 conscience, when interviewing people, I couldn't do 25 anything other than say that it was a difficult 110 1 situation. It wouldn't have been fair not to advise 2 people of that and, had I not done so, I don't think 3 people would have stayed anyway, so that probably 4 excluded some candidates from wanting to join as well. 5 Q. At paragraph 97 of your statement, you characterise it 6 in the following way: you say that one of the reasons 7 was that the Post Office was a pressure cooker, in your 8 words at that point. Can you explain what you mean by 9 that? 10 A. I think that the organisation couldn't cope with the 11 volume of work across a wide range of issues. I think 12 the senior leadership of the Post Office was primarily 13 private sector, and had skills and experience in 14 business, but was much less well served to be able to 15 deal with all of the matters that the Inquiry is dealing 16 with, and also, because of the very poor image of the 17 organisation and the need to provide additional 18 assurance to a whole range of stakeholders, that was 19 driving additional work through things like increases in 20 Freedom of Information requests. 21 So, across the piece and needing to pivot from all 22 of the matters that are being addressed by the Inquiry, 23 and running the business of today, attempting to change 24 the culture of the organisation, I don't think there was 25 the bandwidth or the resource, and then the organisation 111 1 also had severe funding challenges, which then meant it 2 couldn't invest in what it needed to, to support 3 postmasters better. 4 Q. Thank you. So turning, then, to a new topic, which is 5 meeting minutes. From mid-2020, is it right that you 6 were attending and minuting the majority of Group 7 Executive Board and committee meetings? 8 A. That's correct. 9 Q. You explain in your statement that you moved to a fuller 10 style of minutes in general when you became Company 11 Secretary? 12 A. That's correct. 13 Q. Why was that? 14 A. I thought that, given everything that had happened with 15 the Group Litigation, there would be far more focus on 16 the organisation and a need for individual directors to 17 be able to demonstrate challenge, so I thought it was 18 important to be able to show who was saying what, and 19 what information they were asking for. 20 Q. In terms of the attribution of particular points to 21 particular people, you explain in your statement that 22 you had raised the issue with the Chairman at the time, 23 Mr Parker; is that correct? 24 A. That's correct. 25 Q. When was that? 112 1 A. That was probably at some point in 2020. 2 Q. Can you explain the nature of the conversation that you 3 had with him? 4 A. I think it was a fairly brief one, which was explaining, 5 I think, what I've just mentioned about the importance 6 of being able to show where individual directors had 7 made particular points, given the situation. 8 Q. So was it a conversation initiated by you or by 9 Mr Parker? 10 A. By me. 11 Q. I want to turn to a specific issue with meeting minutes 12 that you address quite fully in your statement, and that 13 concerns the bonus scheme, which is called the 14 Transformation Incentive Scheme. 15 A. Yes. 16 Q. After leaving the Post Office, you became aware that 17 this scheme was the subject of an independent review by 18 the Department of Business and Trade; is that correct? 19 A. That's correct. 20 Q. Could we please have RLIT0000337 -- thank you very 21 much -- on screen. We can see that this is a review 22 that was conducted by the law firm Simmons & Simmons, 23 and it concerned the review of the governance relevant 24 to Post Office Limited's senior Executive remuneration 25 in August 2023. If we could turn to page 3 of that 113 1 document, please. Starting at paragraph 1.2, it 2 explains that: 3 "The background to our Review is that, on 1 March 4 2023, [the Post Office] published its Annual Report and 5 Accounts for the financial year 2021/2022 containing 6 [the Post Office's] Directors' Remuneration Report." 7 Going down to paragraph 1.4: 8 "The Annual Report and Accounts included a summary 9 table setting out the performance assessment for the 10 Inquiry Metric and its submetrics. The relevant 11 submetric for the purpose of our Review is known as the 12 Inquiry Support Target. In relevant part, this summary 13 table reads as follows ..." 14 The metric is set out at the bottom of that table. 15 Under "Target", it says: 16 "All evidence required and information supplied on 17 time, with confirmation from Sir Wyn Williams and team 18 that Post Office's performance supported and enabled the 19 Inquiry to finish in line with expectations." 20 It's marked as having been "Achieved". 21 So this review then focused on the decision making, 22 which led to this metric being marked as "Achieved" in 23 summary. So if we could move to page 23 of this report, 24 please, about halfway down the page, thank you. The 25 header there is: 114 1 "Was RemCo's [the Remuneration Committee] decision 2 that the Inquiry Metric had been achieved and that 3 bonuses should be awarded in accordance with it 4 justifiable?" 5 At paragraph 3.62 it states: 6 "It is important to note that because of the poor 7 standard of RemCo minutes it is not clear precisely what 8 decision the RemCo took at the relevant RemCo meetings 9 held on 25 January 2022 and 22 February 2022. Further, 10 the recollections of those involved are sufficiently 11 different that we cannot be certain that those attending 12 those meetings were clear about how the RemCo in fact 13 read the Second Limb of the Inquiry Support Target, 14 though there is evidence to support a conclusion that 15 RemCo took the First Reading." 16 Is it correct, then, that you took the minutes at 17 the meeting on 25 January 2022 -- 18 A. That's correct. 19 Q. -- and another member of your team took the minutes at 20 the meeting on 22 February 2022? 21 A. That's correct. 22 Q. You left the business, then, shortly thereafter -- 23 A. Yes. 24 Q. -- so you weren't interviewed as part of this review; is 25 that correct? 115 1 A. That's correct. 2 Q. So going, then, to paragraph 3.64: 3 "In terms of our review, this governance weakness 4 has meant that it has been extremely challenging to 5 reach a firm conclusion about the basis for RemCo's 6 decisions and therefore to determine whether those 7 decisions were justifiable." 8 There's an excerpt then from the meeting minutes, if 9 we go to page 51 and that's the excerpt from the meeting 10 you minuted -- 11 A. Yes. 12 Q. -- which says: 13 "Tom Cooper asked how we would evidence that we were 14 meeting the requirements of the Public Inquiry. Nick 15 Read said that we could provide the positive feedback 16 we'd received from the Inquiry Team on the disclosures 17 we had made. AW ..." 18 I think that's Angela Williams? 19 A. Yes. 20 Q. "... added that the [Post Office] team could evidence 21 that the disclosure requests had been met and the 22 timings of these. Ben Tidswell noted that the appendix 23 to the Inquiry paper in the Board pack provided some 24 helpful detail about our interactions with the Inquiry 25 Team." 116 1 Finally, at paragraph 7.44, it says: 2 "It seems likely that Tom Cooper's sensible question 3 would have been raised in the context of a broader 4 discussion about the Inquiry Support Target. However, 5 this limited record of that discussion does not take us 6 any further in understanding how the Inquiry Support 7 Target was read by RemCo ..." 8 So at paragraph 225 of your statement, you explain 9 that you don't think the committee was being asked to 10 take a decision in this meeting. 11 A. Er -- sorry. 12 Q. Can you explain a bit about why you think that's the 13 case? 14 A. Yes, of course. So this was an additional Remuneration 15 Committee meeting and the Committee at that meeting was 16 receiving an update rather than being asked to take any 17 decisions. 18 Q. Is that then the reason why we don't see any decision 19 reflected in the minutes? 20 A. That's correct. 21 Q. What is your response to the criticisms made earlier in 22 that review, that the governance framework was 23 inadequate and the meeting minutes were of a poor 24 standard? 25 A. I think that, generally speaking, the minutes were of 117 1 an adequate standard and that Remuneration Committee 2 members had a chance to comment on those drafts. 3 Q. Is it the case that, after you drafted those minutes, 4 you circulated them to the committee and they were 5 approved by the committee? 6 A. They were. 7 Q. That document can come down. Thank you. So it's your 8 response that you think those meeting minutes are 9 adequate? 10 A. I completely accept that the minutes of both meetings 11 had been deemed to be inadequate and that the minutes of 12 the meeting that discussed and approved the bonus scheme 13 payments didn't record the information that was required 14 to make it clear why the decision had been taken to 15 apply discretion and to approve the submetric on 16 providing information to the Inquiry. 17 Q. Is it your view that the decision was actually reached 18 in the February meeting, rather than in the meeting that 19 you minuted? 20 A. Yes, because at the January meeting, the Committee 21 wasn't being asked to take a decision; it was receiving 22 an update. 23 Q. Thank you. You go on to explain at paragraph 230 of 24 your statement that, on occasion, decisions of the 25 Remuneration Committee were sought and obtained outside 118 1 meetings; is that correct? 2 A. That's correct. 3 Q. In those circumstances, sometimes the Secretariat team 4 weren't aware that the decision had been taken? 5 A. That's correct. 6 Q. Could we please have POL00448778 on screen, please. 7 Halfway down page 1, please, we can see an email from 8 Angela Williams to you on 25 June 2021, and the subject 9 is "Remuneration Committee 1 July 2021". She says: 10 "Many thanks for this. 11 "Please see comments below." 12 So if we go over the page, please, at the paragraph 13 starting 3(a), it says: 14 "Approval of the Transformation Incentive Scheme 15 metrics -- this refers to approval by email for 16 postmaster satisfaction metric which I don't think I've 17 ever seen? The paper refers to Shareholder approval 18 being required for the CEO but I think this should be 19 for the CFO as well?" 20 Then in red is Ms Williams' response to your 21 question: 22 "I have received Tim, Lisa and Ken's approvals but 23 still awaiting Tom! I will chase again on Monday!! 24 Agree it would apply to everyone and then we need to do 25 a separate approval letter/paper for Nick and will also 119 1 reference Al, but he should be included as a GE member 2 under this approval anyway." 3 If we go, then, to the top of page 1, please, which 4 is your response, you email Ms Williams and say: 5 "With approvals, it would be better if they came 6 from CoSec ..." 7 Is that the Company Secretary? 8 A. Yes, thank you. 9 Q. "... so that we have a clear company record and audit 10 trail (not being precious, it's just that recordkeeping 11 has been a bit of an issue and people always come back 12 to CoSec when looking for decisions)." 13 Is that an example of a decision being made without 14 your team being made aware? 15 A. It is. 16 Q. At paragraph 230 of your statement you say: 17 "I am not suggesting this was deliberate, more 18 indicative of a lack of continuity and thereby 19 understanding of the required governance." 20 Can you help us with what you mean by that? 21 A. Yes, there had been a very high turnover of Chief People 22 Officers. I was at Post Office for four years and, in 23 that time, there were five Chief People Officers, and 24 I think the absence of continuity certainly had 25 an impact on Remuneration Committee issues. 120 1 Q. So do we take from that that you're suggesting that the 2 Chief People Officer maybe didn't know that you should 3 be looped in on all of these decisions being taken? 4 A. I think that's right. 5 Q. Was this a common occurrence? 6 A. I think that it was more difficult with remuneration 7 issues than anything else, because of the requirements 8 for shareholder approval, and I think that that meant 9 that there were more discussions outside of meetings and 10 not going through formal governance than would otherwise 11 be the case. Part of the issue was that there was 12 an open timeline for obtaining approvals, so I think, if 13 you'd been able to say that you could get an approval 14 within a few weeks, that might have been one thing, but 15 there were some instances where approvals were sought 16 but not obtained for the best part of a year. 17 Q. In that email, you refer to the fact that recordkeeping 18 has been a bit of an issue. Are you referring there 19 today Remuneration Committee specifically or a wider 20 issue? 21 A. I was thinking specifically about remuneration issues. 22 Q. Do you remember any conversation following you raising 23 this concern with Ms Williams? 24 A. No, but I think that Angela had responded to my email 25 and was supportive of making sure that I and my team 121 1 were looped in, in the future. 2 Q. Did that in fact happen; did you see a change? 3 A. I wasn't aware of formal decisions not coming through 4 the -- through myself and my team but I would say that 5 it was still the case that there were quite a lot of 6 conversations outside of Remuneration Committee 7 meetings, principally because of, as I say, needing to 8 obtain shareholder approval. And so the Chair of the 9 Remuneration Committee, the Chairman, and the 10 shareholder representative, would quite often have 11 separate conversations. 12 Q. How did you become aware that those conversations were 13 taking place without your knowledge? 14 A. Well, usually because when we got to a formal governance 15 point through a Remuneration Committee meeting, the 16 position would sometimes have moved on from the previous 17 meeting, and it was clear from some of the papers coming 18 through that that had been on the back of the 19 conversations taking place outside of meetings. 20 Q. Did you raise that as a separate concern, that you 21 weren't aware of these conversations going on outside 22 the meetings? 23 A. I didn't because I thought it was the nature of the 24 beast, as it were, because of requiring shareholder 25 approval and therefore -- and as I mentioned, the 122 1 approval could take a long period of time. So it wasn't 2 going to be the case that there was a Remuneration 3 Committee meeting convened necessarily to have a sort of 4 subconversation to progress an existing matter. 5 Q. Thank you. Could we have POL00104112 on screen, please. 6 Thank you. At page 3, please, we see an email from 7 Mr Cooper to you -- and a number of others, but it's 8 addressed to you -- on 22 April 2020, and he says: 9 "I've got a few points on the minutes from the last 10 meeting." 11 Given the people that received this email, do we 12 take from that that it's a Board meeting he's talking 13 about? 14 A. Yes. 15 Q. He then goes on to say: 16 "In the matters resolved in paragraph 7 it mentions 17 a route map of decisions leading to the GLO and makes 18 specific reference to who knew about the Deloitte 19 report. 20 "I'd like to clarify the 'who knew about' question 21 should apply to the various pieces of work commissioned: 22 "[1] following [the Post Office's] response to the 23 Second Sight Report 24 "[2] following termination of the Mediation Scheme 25 "[3] following the Jonathan Swift QC report." 123 1 He goes on to say: 2 "Although not discussed explicitly last week, I hope 3 we can agree also to look at whether recommended actions 4 ([for example] by the QCs) were not completed or only 5 partially completed. A good example is the Deloitte 6 report which as I understand it only addressed the 7 Horizon system since 2010 notwithstanding the QC's 8 recommendation to look at remote access over the life of 9 the Horizon system." 10 So is this Mr Cooper asking for greater clarity in 11 the minutes of the Board meeting? 12 A. Yes, I would read it as such. I think what Tom Cooper 13 was saying was that he was providing the Deloitte report 14 and who knew about that, when, is an example of what 15 information was known by the Board, by whom and when, 16 but that actually he wanted to extend that to all of the 17 issues that were going to the Board or not going to the 18 Board. 19 Q. Thank you. So if we go to the email above, then, 20 please, and you reply saying: 21 "Thanks Tom 22 "I'll make those changes." 23 Then the next email above, and that's an email from 24 Carla Stent on 23 April 2020, she says: 25 "2 further comments from me on reading the minutes 124 1 ..." 2 She provides two items, and then points out that 3 there's a typo in one of the appendices. 4 If we go to the email above, then, from you. You 5 send that email on to Mr Parker on 23 April 2020 and you 6 say: 7 "Please find attached the revised minutes ... with 8 track changes." 9 Is this kind of a typical example of when you sent 10 the draft Board minutes and people then coming back to 11 you with suggestions for further input? 12 A. Yes. 13 Q. When you read that exchange, is that indicative of your 14 initial draft minutes being inadequate, or is it the 15 case that people are seeking further assurance, as you 16 explained previously? 17 A. I would expect it in the normal course of producing 18 minutes to ask people to -- directors attending the 19 meeting -- to provide comments on those minutes. That, 20 I would just see as a normal way to do things. 21 Q. Thank you. 22 Just finally, if we look at the email above. Thank 23 you. And we see that that's an email from Mr Parker and 24 he says: 25 "I'm okay with the revised minute." 125 1 So would that then be the point where that would 2 then be approved as the formal minute of that meeting? 3 A. That would be the final draft, but the final draft would 4 then go into the next meeting pack for approval at the 5 subsequent meeting. 6 Q. Thank you. That can come down then, please. Turning, 7 then, to the topic of governance reporting. Is it 8 correct that the Post Office reported on its governance 9 processes annually in the Governance Report? 10 A. That's correct. 11 Q. That report addressed the findings of Board and 12 Committee Effectiveness Reviews? 13 A. That's correct. 14 Q. Can you explain briefly what those reviews entailed, 15 please? 16 A. Yes. So Post Office would carry out a Board and 17 Committee Effectiveness Review each year and typically 18 there would be an externally facilitated review every 19 third year, which is in accordance with best practice 20 under the UK Corporate Governance Code. For the 21 internally facilitated review I would work with the 22 Senior Independent Director, take proposals for 23 a questionnaire to the Nominations Committee for 24 approval. I would then send out the questionnaire, 25 collate the responses, draft a report, and share that 126 1 initially with the Senior Independent Director for 2 review, and then the report would be sent to the Board, 3 and the Board would discuss that and then subsequently 4 would discuss and agree recommendations arising from 5 that review. 6 With the externally facilitated review, the 7 Nominations Committee made a selection of -- from 8 external providers tendering, and they would conduct 9 that review. That would be more comprehensive than an 10 internal review because it would include interviews with 11 all of the Board members and a number of additional 12 senior executives. 13 Q. In terms of the external review, then, was your role to 14 provide feedback from that review to the Board? 15 A. The external facilitator would provide that feedback. 16 Q. Did you then follow up on which recommendations from 17 those reviews should be taken forward -- 18 A. That's right. 19 Q. -- and keep track on of whether they'd in fact been 20 achieved? 21 A. That's correct. 22 Q. Could we please have your witness statement on screen, 23 WITN11420100. Thank you very much. At paragraph 89, 24 you explain: 25 "In my opinion the formal governance arrangements at 127 1 the time I left [the Post Office] were, as a matter of 2 general principle adequate, but were no longer effective 3 to deal with the issues which had arisen." 4 So just pausing there, some people might think 5 that's a contradiction in terms, that something could be 6 adequate but ineffective; can you explain what you mean 7 by that? 8 A. I think that the governance framework was adequate but 9 I think that, because of the pressure that the 10 organisation was under, and beginning to be able to -- 11 not able to be deliver across the range of issues it was 12 having to deal with, it would have been better to step 13 back and see whether we needed to change any of the 14 governance arrangements and I'm thinking, in particular, 15 about the very high volume of meetings, the pressure 16 that put on Non-Executive Directors, and also that 17 I think that the nature of decisions can change in 18 a time of crisis, particularly where you're needing to 19 seek a lot of -- well, you're being asked to provide 20 a lot of additional assurance because of the low level 21 of trust that -- well, the shareholder had in the Board 22 and the Board had, to some extent, in the Executive. 23 Q. You go on to explain that, that: 24 "The volume of meetings and the range of decisions 25 the Board was required to take to address the findings 128 1 of the judgments and all that flowed from this, while 2 trying to oversee the running of the business in 3 precarious financial circumstances, and with some of the 4 senior relationships starting to break down (in 5 particular the CEO, Nick Read, and the CFO, Alisdair 6 Cameron), meant that the demands on Board time were, in 7 my opinion, in excess of what would generally be 8 regarded as sustainable." 9 So how long do you think the Board had been trying 10 to operate at a level which was unsustainable by the 11 time that you left the Post Office? 12 A. I think that from probably the spring of 2020, when the 13 CCRC had referred cases to the Court of Appeal Criminal 14 Division, and when the Board had decided that it needed 15 to be responsible for reviewing all of the Inquiry 16 related matters because they were too important to be 17 dealt with by a subcommittee of the Board alone, that 18 was probably the point at which it began to be far, far 19 in excess of the hours set out in people's appointment 20 letters. 21 Q. In relation to your reference there to the breakdown 22 between Nick Read and Mr Cameron, how do you think that 23 impacted the Board's work? 24 A. Well, I think it's never helpful to have strained 25 relationships within the top team, and it diverts 129 1 attention away from the matters an organisation should 2 be focusing on, to other matters. 3 Q. Did you observe the breakdown of any other senior 4 relationships in your time working for the Post Office? 5 A. Not that I would call out. 6 Q. Thank you. That can come down. 7 So at paragraph 210 of your witness statement, you 8 also explain that the governance structure at the Post 9 Office is made more complex by having a shareholder 10 representative on the Board who is not in fact from the 11 shareholder. Can you help us with what you mean by 12 that? 13 A. Yeah. I would say that, had Post Office only been 14 dealing with running Post Office and developing Post 15 Office, then having a shareholder representative from 16 UKGI would have made absolute sense because the UKGI 17 Executive directors come from a business background, and 18 so, arguably, they're better placed to be able to 19 provide oversight of the operation of the -- of 20 a commercial business. But actually, once you've got 21 into the stage of post-the judgments being handed down, 22 you were dealing with needing to obtain funding from 23 Government and needing to understand how Government 24 operated, and also there were lots of sensitivities 25 around things like remuneration, which I think somebody 130 1 from a purely private sector background is less attuned 2 to than somebody who is experienced in working in the 3 public sector. And so having a shareholder 4 representative directly from the shareholder, in my 5 opinion, would that have made more sense at that time. 6 Q. Thank you. You've already alluded to it but at 7 paragraph 92 of your statement, you say that, reflecting 8 on things, more consideration should have been given to 9 how to manage governance arrangements during a period of 10 crisis for the company. 11 Could we have a look at POL00448723, please. This 12 is one of the Effectiveness Reviews, the externally 13 facilitated one that you referred to earlier, and it's 14 from March 2021. If we could go to page 4 of that 15 report, please, and looking at paragraph 8, it says 16 that: 17 "Boards typically need actively to shift on a 'board 18 governance spectrum': at times of crisis being close to 19 the operational detail, and then moving back to a more 20 normal position of strategic oversight. As [the Post 21 Office] Board starts to emerge from a time of intense 22 work on the historical litigation and looks ahead to 23 shaping a positive future for the business, it will want 24 to move back to a position where its focus is less 25 operational and more on strategic oversight. This move 131 1 needs to be underpinned by grounded trust -- 2 an evidence-based confidence that the organisation is 3 fully under control. The main theme of this report 4 could, therefore, be called 'moving along the 5 strategic-operational spectrum', considering how the 6 Board can plan and best equip itself to make this move 7 when it becomes possible." 8 So is this what you mean when you refer to 9 reflecting on what it means to govern a company in 10 a time of crisis? 11 A. Not specifically that point because I think that, by the 12 time I left Post Office in March 2022, it was still very 13 much in a period of crisis and, therefore, the 14 non-executives were more closely involved than might 15 normal be the case. I think the things I was thinking 16 of were to do with looking at things like how you 17 allocated resource, when, because of the different 18 demands on the company, you quite often needed to pivot 19 resource from one matter to another and you needed to be 20 able to have flexible resource. 21 And I -- my -- I think at the time, there was a lot 22 of activity going on, a lot of looking at, for example, 23 how to address the findings from the judgments, a lot of 24 activity in terms of how do we better support 25 postmasters, how do we change our culture, how do we 132 1 engage more? But I don't think there was an overarching 2 crisis management plan and, actually, I think that's 3 probably what was needed for governance, but for other 4 matters as well. 5 Q. Whose responsibility would it have been to formulate and 6 propose that overarching strategy plan? 7 A. I think principally the Chief Executive. 8 Q. Do you think that's something that, from a governance 9 perspective, you should have raised at the time? 10 A. Had I reflected at that time and understood at that time 11 that it was a sustained period of crisis and how that 12 might impact on decision making, yes, but unfortunately, 13 I didn't. 14 Q. So the final topic I want to address is the culture in 15 the Post Office during your time working there. So at 16 paragraph 215 of your statement, you explain that, when 17 you joined Post Office, the Board's focus was on the 18 defence of the GLO proceedings rather than the 19 experience of those involved in it; is that correct? 20 A. I believe so. 21 Q. Is that something that you thought at the time, or is 22 that something you thought about, reflecting on? 23 A. That's with the benefit of hindsight and understanding 24 now what actually happened. 25 Q. You describe there being a period of shock following the 133 1 handing down of the Common Issues judgment -- 2 A. (The witness nodded) 3 Q. -- in March 2019. 4 A. Mm. 5 Q. How did that manifest? What did you see that led you to 6 conclude that the business was in a period of shock? 7 A. I think that there was -- I think people will be well 8 aware that there was a period following the Common 9 Issues judgment being handed down where Post Office 10 sought to ask for the judge to recuse himself, and so 11 I believe it took some while for the Board to actually 12 fully understand and absorb the fact that the approach 13 taken to the Group Litigation had been entirely wrong in 14 substance and in tone. 15 But I think that, by the end of 2019, when the 16 Horizon Issues judgment was handed down, the Board 17 members that actually realised that they had followed 18 the completely wrong approach to the litigation. 19 Q. At paragraph 109 of your statement you explain that, 20 following those judgments being handed down at Board 21 level, there seemed to you to be a desire to lead and 22 drive cultural change; is that correct? 23 A. Yes. 24 Q. Did you notice that across the Board or in relation to 25 particular members of the Board? 134 1 A. Across the Board. 2 Q. Can we have your witness statement back on screen, 3 please, WITN11420100, at page 43, and there at 4 paragraph 132, you say that: 5 "I recall that sometimes work to make [the Post 6 Office] more postmaster centric unearth the additional 7 problems which to me demonstrated the scale of the 8 cultural challenge." 9 So pausing there, whenever you're talking about the 10 desire for cultural change, was making the business more 11 postmaster centric the driving force behind that? 12 A. I believe so. 13 Q. But you explain there: 14 "... I recall that when SPMs were asked about their 15 experience of the branch support centre ..." 16 That was one of the initiatives set up after the 17 judgments? 18 A. No, it was an existing support centre but postmasters 19 had been asked for their views about how it was 20 operating in practice, and there was a senior leadership 21 group session where three postmasters came to explain 22 how they found support or lack of support from Post 23 Office. 24 Q. Did you attend that meeting? 25 A. I did. 135 1 Q. You explained their responses revealed that not only was 2 it often not easy to get queries resolved, but also that 3 the tone and attitude of those working in the Branch 4 Support Centre were considered an issue. Can you 5 provide any specific examples of when tone and attitude 6 were raised as an issue? 7 A. Well, one of the postmasters who'd attended that meeting 8 explained where he had called the Support Centre and 9 hadn't been able to resolve an issue, and had had to 10 call back again, rather than somebody saying, "Well, 11 we're very sorry that we haven't managed to sort out 12 your query first time round"; it was more of a "Oh, it's 13 you again" sort of response. 14 Q. And when did that meeting take place? 15 A. This well have been in 2020 or perhaps early '21. 16 Q. Thank you. That can come down. 17 So you also point to the appointment of the 18 Subpostmaster Non-Executive Directors as another 19 cultural shift, and why did you think that represented 20 another shift in the business? 21 A. Because I think it was bringing postmasters into the 22 decision -- the top-tier decision making forum of the 23 company, and able to influence the strategic direction 24 of the company. 25 Q. Did you have a role in the onboarding process for 136 1 Mr Ismail and Mr Jacobs? 2 A. I did. 3 Q. Can you explain what your role was in that process? 4 A. Yes. It was to help with the induction process. The 5 induction process was, you know, supported by a number 6 of people but, when it came to providing induction 7 materials, that fell mainly to me. 8 Q. Was that actually drafting the induction materials or 9 collating them? 10 A. Well, we had a standard bundle when it came to core 11 documents, such as the Articles of Association, and so 12 on, but when it came to producing the briefing note, 13 I produced that with input from others. 14 Q. What issues were on your mind when you were drafting 15 that that might be right particular to SPM NEDs who were 16 joining the Board, as opposed to other Board members? 17 A. I don't think I thought of anything particularly in 18 terms of the briefing note because the briefing note was 19 to set out the main topics that the Board was 20 considering at that time and then providing papers that 21 linked to those main topics. 22 I think, in thinking about subpostmasters joining 23 the Board, the things I was thinking about was the time 24 commitment, given the state of crisis the company was in 25 and the very high volume of Board meetings that were 137 1 being held; the fact that most of the non-executives had 2 a portfolio of non-executive roles, whereas Saf Ismail 3 and Elliot Jacobs were running post offices and retail 4 businesses, so the time commitment was going to be 5 harder for them than the other non-executives; the 6 non-executives on the Post Office Board, I think, had 7 said to a person that it was the most challenging 8 non-executive role they had. 9 So it was things like that I was thinking about when 10 they were joining the Board. 11 Q. Thank you. Can we have on screen, please, POL00448777, 12 and page 2, please, and if we can go down that at page, 13 please. Thank you. So at the bottom of that page is an 14 email from you on 28 January 2021 to Mr Parker and, if 15 we go to the second paragraph of that email, which is 16 over the page. You explain: 17 "There are a number of governance issues I've 18 flagged. We already breach the UK Corporate Governance 19 Code as Tom sits on RemCo and ARC but isn't 20 an independent NED and if the PM NEDs [the Subpostmaster 21 NEDs] were to join committees, we'd exacerbate that 22 issue (we will in any case no longer have a majority of 23 independent NEDs on the Board)." 24 Can you explain that issue that you're raising 25 there, please? 138 1 A. Yes, so under the UK corporate governance got the 2 subcommittees of Boards are meant only to have 3 a membership of Independent Non-Executive Directors, and 4 the reason for that is that not being independent is 5 seen as one factor that can impair the objectivity of 6 your decision making. 7 Q. You go on to say: 8 "As you know, explaining rather than complying is 9 always an option and to be honest it's less the 10 independence issue that I'm concerned about than it 11 being overwhelming if the new appointees have no prior 12 Board experience, are trying to do a full-time day job 13 and have a substantial induction programme to cover ..." 14 So there the new appointees that you're referring to 15 are the Subpostmaster NEDs? 16 A. That's right. 17 Q. Just to break that sentence down, when you say 18 "explaining rather than complying is always an option", 19 do you mean that you can explain a breach of the UK 20 Governance Code? 21 A. Yes, the UK Governance Code allows companies to explain 22 why they're not following a particular provision where 23 there's a good reason not to do so. 24 Q. At that point, given that there was already a breach 25 because Mr Cooper sat on RemCo and ARC, had the Post 139 1 Office in fact explained that breach of the governance 2 code? 3 A. In its governance report, in the Annual Report and 4 Accounts, I believe it did. 5 Q. You explain that it's less the independence issue, 6 rather than it might be overwhelming if the SPM NEDs 7 were to sit on Board committees. So is your primary 8 concern it being too much information too quickly for 9 the SPM NEDs? 10 A. Yes, given the situation the company was in at the time. 11 But I do say elsewhere, I believe, that my suggestion 12 was that the new Postmaster NEDs -- and we didn't know, 13 I believe, at this time, who the Postmaster NEDs were 14 going to be and therefore whether they had prior Board 15 experience or not, but my subsequent suggestion was that 16 the Postmaster NEDs attended one of each of the 17 committee meetings to get a feel for how they operated 18 but that there was a pause for a few months on 19 considering whether to appoint them to committees, so 20 that they had time, essentially, to get their feet under 21 the table. 22 Q. When you say, "it's less the independence issue that I'm 23 concerned about", was that because, in your view, the 24 Post Office could just explain the situation? 25 A. Yes, and, you know, there'd been a very valid reason for 140 1 the shareholder representative being on those 2 committees. So there would equally have been 3 an argument for the Postmaster NEDs to join those 4 committees. 5 Q. Thank you. That document can come down. 6 Mr Jacobs gave evidence to the Inquiry last week, 7 and he explained in his evidence that the Post Office in 8 his view underestimated the need to train the new SPM 9 NEDs properly and described their training as intense 10 but limited. Did either of the SPM NEDs raise concerns 11 with you at the time? 12 A. They didn't at the time but then I think you have to set 13 that in the context of Saf and Elliot having been 14 through quite an intensive induction programme and my 15 leaving Post Office within ten months of them starting. 16 So they probably hadn't, at that stage, really, if 17 anything, recovered from the initial induction 18 programme. 19 Q. You explain that, by the time you left the Post Office, 20 your view was that they were full and valued 21 participants at Board meetings and their contributions 22 were valued? 23 A. That was what I felt from my observation of those 24 meetings and the fact that they were -- looking back at 25 the minutes, they were contributing across all of the 141 1 topics raised at Board. 2 Q. The Inquiry is familiar with The Times article dated 3 19 February 2024, and I think you've also seen a copy of 4 that article. 5 A. I have. 6 Q. In that article, Mr Jacobs is reported to have said that 7 the culture still exists that postmasters are guilty and 8 "on the take", and that they -- him and Mr Ismail -- 9 continue to be ignored and seen by many as an annoyance; 10 is that something you observed? 11 A. Not at Board level, and I think my primary contact with 12 Saf and Elliot was at Board meetings and around Board 13 meetings. 14 Q. When you say not at Board level, did you observe it in 15 other areas of the business? 16 A. Not that I came into contact with, no. 17 Q. Did you receive any reports of that kind of feeling in 18 different areas of the business? 19 A. No, though I think, as I've mentioned in my witness 20 statement, there were clearly still cultural issues. 21 I've mentioned the help centre not being helpful. 22 Q. Thank you. 23 So despite observing a desire for a cultural change 24 at board level, you explained that there were a number 25 of things that pointed in the opposite direction. In 142 1 your witness statement you provide the example of 2 a colleague survey in March 2022 which returned poor 3 results. 4 A. (The witness nodded) 5 Q. What's your recollection of that survey? 6 A. My recollection of that survey and the results was that 7 the position hadn't materially improved from when 8 McKinsey had carried out an organisational health index 9 and the results of that were that it placed Post Office 10 in the lowest quartile when it came to their benchmark 11 of results, and that one of the things that stood out 12 particularly was low levels of trust across the 13 organisation but including within the senior leadership 14 group. 15 Q. Thank you. 16 Just finally, then, if we could look back to your 17 witness statement, WITN11420100, at page 40 and at 18 paragraph 123, you say: 19 "Ultimately though, by the time I left in March 20 2022, I thought that [the Post Office's] reputation 21 might have been damaged beyond the point of repair and 22 that the huge challenges for the business going forward, 23 as well as addressing the issues of the past, while in 24 a precarious financial position, might have made the 25 changes needed, culturally and otherwise, 143 1 undeliverable." 2 So why do you say there that you think the Post 3 Office's reputation might have been damaged beyond the 4 point of repair? 5 A. Because I think those low levels of trust permeated 6 throughout the organisation, the view of the shareholder 7 of Post Office, and in the outside world. 8 MS MILLAR: Thank you, Ms Branton. Those are all the 9 questions I have for you. 10 Sir, can I just check, first of all, if you have any 11 questions for Ms Branton? 12 SIR WYN WILLIAMS: No thank you, no. 13 MS MILLAR: I'll just turn to the Core Participants. 14 Sir, Mr Stein has two minutes' worth of questions, 15 so I think that will be fine without having a break. 16 Yes, I think that we have agreement from the 17 shorthand-writer. 18 SIR WYN WILLIAMS: All right, Mr Stein, you've limited 19 yourself very strictly. Over to you. 20 Questioned by MR STEIN 21 MR STEIN: Thank you, sir. 22 Ms Branton, my name is Sam Stein. I represent 23 a large number of subpostmasters and people that worked 24 in branches as well. 25 The topic I want to ask you about is about the other 144 1 handover, the handover to the witness that we had 2 earlier today, that's Ms Scarrabelotti, okay, because 3 she took offer from your role? 4 A. She did. 5 Q. You've just been speaking to Ms Millar about the fact of 6 other people coming on Board at the performance -- 7 A. Yes. 8 Q. -- and about the induction process and the like, so 9 I just want to ask you about her induction process and 10 what she knew about it. 11 At paragraph 124 of your statement, which is the 12 paragraph after the one Ms Millar looked at, you're 13 referring there to people who are joining, potentially, 14 an organisation in crisis may want to because it's 15 a challenge, because they may want to be part of turning 16 it around. In the paragraph Ms Millar was pointing to, 17 you say there that there were lots of difficulties and 18 you weren't certain it could survive, the Post Office. 19 A. Mm. 20 Q. So with that rather long introduction, minute 2 now, did 21 you tell Ms Scarrabelotti had, "Look, this place is in 22 crisis, really not sure it's heading for a great 23 future"; did you give her that as a basic part of her 24 induction? 25 A. I don't think I would have put it as baldly as that. 145 1 I think I will have explained the great pressures the 2 organisation was under. 3 Q. Because there's a ten-page note that you left her and 4 I don't have the time, within my self-imposed two 5 minutes, but you'll remember it, perhaps. It certainly 6 doesn't convey a sense of crisis. It does talk about 7 the challenges in having meetings and that there were 8 lots of meetings -- 9 A. Yeah. 10 Q. -- but it doesn't say the word "crisis" occur anything 11 close to that. Why not? 12 A. I'd probably be more likely to talk to somebody about 13 that than put it in a note. 14 Q. And did you, though, that's the question? 15 A. Did I? (Pause) 16 I think I probably talked about the pressure of 17 work, rather than talking about -- I don't think I will 18 have said that the organisation was in a state of 19 crisis, and I think some of my understanding of the 20 organisation being in a state of crisis is having 21 stepped back from being in that pressure cooker 22 environment and really fully understanding that. 23 Q. So, really, in the last dying seconds -- I've probably 24 trespassed over my two minutes -- one of the things, you 25 were there for about four years since 2018 -- 146 1 A. Yes. 2 Q. -- you lived through the High Court litigation, the 3 Court of Appeal case, the start of this Inquiry, and so 4 on? 5 A. Yes. 6 Q. So you kind of saw it all at that stage -- 7 A. Yes. 8 Q. -- and I think you recognise, trying to find people that 9 can take on these pressures, these difficulties, it's 10 really problematic? 11 A. It is. 12 MR STEIN: Thank you, Mr Branton. 13 THE WITNESS: Thank you. 14 SIR WYN WILLIAMS: Thank you, Mr Stein. 15 That's it, is it, Ms Miller? 16 MS MILLAR: It is. Thank you very much, sir. 17 SIR WYN WILLIAMS: Well, thank you very much, Ms Branton for 18 coming to give evidence and for providing a witness 19 statement. I am very grateful to you. 20 THE WITNESS: Thank you. 21 MS MILLAR: Thank you, sir. I think we're back Tuesday next 22 week. 23 SIR WYN WILLIAMS: 10.00 on Tuesday morning, everyone. 24 MS MILLAR: Yes, thank you. 25 SIR WYN WILLIAMS: Bye. 147 1 (3.08 pm) 2 (The hearing adjourned until 10.00 am 3 on Tuesday, 8 October 2024) 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 148 I N D E X RACHEL SCARRABELOTTI (sworn) ..................1 Questioned by MS HODGE ........................1 Questioned by MR JACOBS ......................80 VERONICA JANE BRANTON (affirmed) .............90 Questioned by MS MILLAR ......................91 Questioned by MR STEIN ......................144 149