The non-executive directors bring an independent view to the Board’s discussions and the development of the Company’s strategy. Their range of skills and experience ensures that the performance of management in achieving the business goals is appropriately challenged. They also ensure that financial controls and systems of risk management are both rigorous and appropriate for the needs of the business.
Terms of appointment of Non-Executive directors
1. The Appointment will be until the next Annual General Meeting (AGM) of the Company following the third anniversary of your Appointment. The final day of this period shall be known as the Termination Date. Unless the Appointment is renewed on or prior to the Termination Date, you undertake to resign as a Director of the Company immediately after the Termination Date. The Appointment will be subject to the Company's Articles of Association and any necessary resolution of shareholders. You will put yourself up for re-appointment in accordance with the Articles of Association of the Company, as amended from time to time, or in line with Company practice if rotation is more frequent than required by the Articles of Association of the Company.
2. Notwithstanding the other provisions of this letter, the Appointment may be terminated at any time by the Company in accordance with the Company's Articles of Association, or the Companies Act 2006, or upon your resignation. Upon such termination or resignation for any reason, you shall not be entitled to any damages for loss of office and no fee will be payable to you in respect of any unexpired portion of the term of the Appointment.
3. It is anticipated that following the appointment as a Non-Executive director you will be asked to serve on certain Board Committees.
4. You are considered to be an independent Non-Executive Director and will be identified as such in the annual report and other documentation. If circumstances change, and you believe that your independence may be in doubt, you should discuss this with the Chairman as soon as practicable.
5. The Company anticipates a time commitment of 18 days per year, but you are aware that the nature of the role makes it impossible to be specific about the time commitment. This will include attendance at monthly and emergency Board meetings, the AGM, two annual board away days, and at least one site visit per year. You may also be required to attend regular meetings of any Board committee of which you are a member. In addition, you will be expected to devote appropriate preparation time ahead of each meeting. It is anticipated the AGM will be held in or about November each year.
6. By accepting the Appointment, you confirm that you are able to allocate sufficient time to perform your role.
7. As a Non-Executive Director you have the same general legal responsibilities to the Company as any other Director.
8. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. The Board:
Provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
Sets the Company's strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance; and
Sets the Company's values and standards and ensures that its obligations to its shareholders and others are understood and met.
9. In addition to these requirements of all Directors, the role of the Non-Executive has the following key elements:
Strategy: Non-Executive Directors should constructively challenge and contribute to the development of strategy;
Performance: Non-Executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
Risk: Non-executive Directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible; and
People: Non-executive Directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.
In connection with these responsibilities, you should regularly update and refresh your skills and knowledge. Non-Executive Directors will be offered the opportunity to attend scheduled meetings with major shareholders and should expect to attend meetings if requested by major shareholders.
10. You will be paid a fee per annum, which will be subject to annual review by the Board. The fee is inclusive of your position as a Non-Executive Director and of your Chairmanship and membership of any Board committees. The fee will be paid every four weeks in arrears to your bank account (subject to such deductions for income tax and social security contributions as the Company may be required by law to deduct).
11. You will have no entitlement to any bonus during the Appointment and no entitlement to participate in any share scheme operated by the Company.
12. In addition to the fee described in 10 above, the Company will reimburse you for all reasonable and properly documented expenses you incur in performing your role. You should submit any details of expenses incurred to the Company Secretary.
13. During the Appointment, circumstances may arise in the furtherance of your duties as a Director when it will be appropriate for you to seek advice from independent advisors at the Company's expense. The Company will reimburse the full cost of expenditure incurred in accordance with this policy.
Other directorships and business interests
14. The Company acknowledges that you have business interests other than those of the Company and that you have declared any conflicts that are apparent at present. In the event that you become aware of any potential conflicts of interest, these should be disclosed to the Chairman and Company Secretary as soon as they become apparent.
15. During the Appointment you will consult with the Chairman prior to accepting any other (or further) directorships of publicly quoted companies or any major external appointments.
Code of conduct
16. During the Appointment you will comply with any relevant regulations as may be issued by the United Kingdom Listing Authority, including its Model Code for Securities Transactions by Directors of Listed Companies, and the Company’s Share Dealing Code and such other requirements as the Board of Directors may from time to time specify.
17. You must apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the Appointment or at any time after its termination) any confidential information concerning the Company and any Group Companies with which you come into contact by virtue of your position as a Non-Executive Director of the Company.
18. Your attention is drawn to the requirements under both legislation and regulation as to the disclosure of price-sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Chairman or Company Secretary.
19. On termination of the Appointment you will deliver to the Company all books, documents, papers and other property of or relating to the business of the Company or any Group Company which are in your possession, custody or power by virtue of your position as a Non-Executive Director of the Company. The Company is able to arrange the disposal of papers which you no longer require.
20. The performance of individual Directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role you should discuss them with the Chairman as soon as is appropriate.
21. The Company has directors' and officers' liability insurance and it is intended to maintain such cover for the full term of the Appointment. You will be provided with details of this insurance.
For the purposes of this letter Group Company shall mean the Company and any of its subsidiaries or holding companies from time to time (and any other subsidiary of any of its holding companies), and holding company and subsidiary shall be as defined in section 1159 Companies Act 2006.