ROLE AND DUTIES. 3.1 Your role shall be as determined by the Board. The Board may from time to time change your role and the title of your role. 3.2 You shall devote sufficient time and attention to carry out your role effectively and as a minimum: a) you shall attend all General Meetings of the Company and take all reasonable steps to attend the meetings of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs of the business. b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate. c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines. 3.3 In your role as a non-executive director you will be expected to suggest, advise on and monitor matters relating to:- a) the strategy of the Company; b) the performance of the Company; c) information, especially financial information, reported externally d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management e) standards of conduct of the Board and in the Company; and f) the appointment and remuneration of Directors. 3.4 You will be required to accept responsibility, publicly and, where necessary, in writing where required by law and regulation. 3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance. 3.6 Your authority to commit the Company shall be subject to the express authorisation of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in you, by the Board. You shall perform your duties faithfully, efficiency and diligently and use your best endeavours to promote the interest and reputation of the Company. 3.7 Overall the Company anticipates that you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your duties. 3.8 The agreement of the Chairman (not to be unreasonably withheld or delayed) should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a Non Executive Director.
Appears in 1 contract
Samples: Non Executive Director Agreement
ROLE AND DUTIES. 3.1 Your role shall be as determined by the Board. The Board may from time to time change your role It is agreed that this is a contract for services and the title not a contract of your roleemployment.
3.2 You shall devote sufficient time will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and attention diligently to carry out a standard commensurate with both the functions of your role effectively and as a minimum:
a) you shall attend all General Meetings of the Company your knowledge, skills and take all reasonable steps to attend the meetings of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs of the business.
b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate.
c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelinesexperience.
3.3 In You will exercise your powers in your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the UK Corporate Governance Code and associated guidance and the UK Listing
3.4 You will have particular regard to the general duties of directors as set out in Part 10, Chapter 2 of the Companies Act 2006 (the "Companies Act"), including the duty to promote the success of the company: "A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to xxxxxx the company's business relationships with suppliers, customers and others;
(d) the impact of the company's operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between members of the company."
3.5 You will have particular regard to the FRC's UK Corporate Governance Code (the "Code") and associated Guidance on Board Effectiveness in respect of the role of the Board and the role of the non-executive director. Your attention is drawn in particular to paragraph 1 in section 1 of the Code which sets out the role of the Board generally and Principle H which sets out your additional responsibilities as a non-executive director of the Company. In your role as non-executive director you will be expected required to: provide constructive challenge, strategic guidance, offer specialist advice and hold management to suggest, advise on account; scrutinise and monitor matters relating to:-
a) the strategy of the Company;
b) hold to account the performance of management and individual executive directors against agreed performance objectives; satisfy yourself on the Company;
c) information, especially integrity and accuracy of financial information, reported externally
d) the adequacy of the key internal controls, especially the information and that financial controls, controls and systems of risk management
e) management are robust and defensible; have a prime role in appointing and, where necessary, removing executive directors, and in succession planning; uphold the highest standards of conduct integrity and support the Senior Independent Director and the other directors in instilling the appropriate values and behaviours and culture in the Boardroom and beyond; insist on receiving high-quality information sufficiently in advance of Board meetings; share responsibility with the Board and in other directors for the effective control of the Company; and
f) and take into account the appointment views of shareholders, workforce and remuneration of Directorsother stakeholders where appropriate.
3.4 3.6 You will be required to accept responsibilityexercise relevant powers under, publicly andand abide by, where necessary, in writing where required by law and regulation.
3.5 During the continuance Company's articles of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance.
3.6 Your authority to commit the Company shall be subject to the express authorisation of the Boardassociation. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in you, by the Board. You shall will perform your duties whether statutory, fiduciary or common law, faithfully, efficiency efficiently and diligently and use your best all reasonable endeavours to promote the interest interests and reputation of the Company.
3.7 Overall You will also be responsible (collectively with all other directors and individually) for the Company anticipates that you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your dutiesCompany's compliance with the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
3.8 The agreement You will be required to exercise your powers as a director in accordance with the Company's policies and procedures and internal control framework, including any measures adopted by the Company from time to time for the prevention of bribery and corruption and the prevention of the Chairman criminal facilitation of tax evasion.
3.9 You will disclose any direct or indirect interest which you may have in any matter being considered at a Board meeting or committee meeting and, save as permitted under the articles of association, you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest.
3.10 You will immediately report to the Chair your own wrongdoing (not including acts of misconduct, dishonesty, breaches of contract, fiduciary or statutory duty, company rules or the rules of the relevant regulatory bodies) or the wrongdoing or proposed wrongdoing which is committed, contemplated or discussed by any employee or other director of the Company or any Group Company of which you become aware to the Board immediately irrespective of whether this may involve some degree of self-incrimination.
3.11 You will be unreasonably withheld required to share responsibility with the other non-executive directors for the effective control of the Company and make yourself available (on reasonable notice) for consultation with the Board and take on such activities, and exercise those functions, that are specifically delegated to you from time to time by the Board.
3.12 You shall, in pursuance of your duties hereunder, be entitled to request such information from the Company, its subsidiary undertakings (as defined in section 1162 of the Companies Act, as amended from time to time) or delayed) should its or their personnel, consultants or professional advisers as may be sought before accepting additional commitments that might affect the time reasonably necessary to enable you are able to devote to perform your role as a Non Executive Directoreffectively. The Company shall use its reasonable endeavours to provide such information promptly. Notwithstanding the provisions of this paragraph 3.12 the Company shall not be required to provide you with any such information in the event that such provision would prejudice the privileged status of any such information.
3.13 Unless specifically authorised to do so by the Board, you will not enter into any legal or other commitment or contract on behalf of the Company.
Appears in 1 contract
ROLE AND DUTIES. 3.1 You shall carry out the function of a non-executive director of the Board and consequently shall have no management or executive powers or functions. You have the same general legal responsibilities to the Company as any other director. You will be expected to exercise the general fiduciary duties of care, loyalty, equal treatment of shareholders and confidentiality expected of every director of a Swiss company and further, in accordance with the principles outlined in the Corporate Governance Code, perform your duties faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience. In particular, as a non-executive director, you are expected to exercise independence on all issues discussed at Board or committee level.
3.2 The Board as a whole is collectively and ultimately responsible for the success of the Company and for delivering sustainable shareholder and stakeholder value. All directors must take decisions objectively in the interests of the Company.
3.3 You should also refer to and comply with:
(a) the Articles and the Organisational Regulations (including paragraph 5 which sets out a detailed description of the role of the Board);
(b) the Listing Rules, the Prospectus Rules, the DTRs and the Admission and Disclosure Standards;
(c) the Corporate Governance Code and associated Guidance in respect of the role of the Board and the role of the non-executive director;
(d) the Company’s corporate governance statement as set out in its annual report from time to time; and
(e) directors’ duties under the Swiss CO and the Minder Amendments as well as under any other applicable law.
3.4 As a director you will be required to comply with these duties. In case you are in doubt, you may request information on such duties at any time in accordance with paragraph 3.7 of this letter.
3.5 You have agreed to serve on one or more Board committees. Your role shall be as a member or such Board committees is set out in Annex C of the Organisational Regulations. [If applicable: You have also accepted and have been appointed to the role of Chairman of the Board (the “Chairman”) by the Company’s shareholders. Your attention is drawn in particular to the Chairman’s duties and responsibilities described in paragraph 5 of the Organisational Regulations and in the Corporate Governance Code and Guidance.]
3.6 You further agree that:
(a) the Board may delegate some of its functions to a sub-committee determined by the Board, and that such sub-committee may make decisions and take actions on behalf of the Company within its terms of reference, if permitted by law and the Articles, without the approval of the full Board and that you may be asked to participate in such other sub-committee of the Board;
(b) you will attend at Board meetings and give such advice to the Board as is consistent with your duties under applicable law;
(c) you may be asked, from time to time, to assist an executive director of the Board in a management audit of any Group Company;
(d) unless specifically authorised to do so by the Board, you shall not enter into any legal or other commitment or contract on behalf of the Company or any Group Company;
(e) you will abide by your fiduciary duties as a director of the Company. The Board You will immediately report your own wrongdoing or the wrongdoing or proposed wrongdoing of any other employee or director of which you become aware to the Chief Executive Officer or Chairman;
(f) you will comply with all requirements, recommendations or regulations including the Listing Rules (including the Model Code on directors’ dealings in securities), the DTRs, the Prospectus Rules and the Admission and Disclosure Standards as from time to time amended, the Corporate Governance Code, and all other requirements, recommendations or regulations, as amended from time to time, of the UK Financial Conduct Authority and any other regulatory authority relevant to the Company or any Group Company, including, in particular the New York Stock Exchange and the Athens Exchange, as well as any code or codes as may from time to time change your role and be adopted by the title of your role.
3.2 You shall devote sufficient time and attention to carry out your role effectively and as a minimum:
a) you shall attend all General Meetings Company or any other Group Company on directors’ conduct or dealings in securities of the Company or any Group Company; and
(g) you will comply with the Company’s anti-corruption and take all reasonable steps to attend bribery policy and procedures and the meetings of the Board and its sub committees on which you have been co-opted. You UK Bribery Act 2010.
3.7 The Company shall review committee papers provided give to you before any information concerning the start of meetings so that Company as you are able may reasonably require to make a reasonable contribution enable you to the discussion at meetings and on the affairs of the business.
b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate.
c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to comply with your duties under applicable corporate governance requirements and guidelines.
3.3 In your role law as a non-executive director you will director. Any requests for such information should be expected to suggest, advise on and monitor matters relating to:-
a) the strategy of the Company;
b) the performance of the Company;
c) information, especially financial information, reported externally
d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management
e) standards of conduct of the Board and in the Company; and
f) the appointment and remuneration of Directors.
3.4 You will be required to accept responsibility, publicly and, where necessary, in writing where required by law and regulation.
3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance.
3.6 Your authority to commit processed through the Company shall be subject to the express authorisation of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in you, by the Board. You shall perform your duties faithfully, efficiency and diligently and use your best endeavours to promote the interest and reputation of the Company.
3.7 Overall the Company anticipates that you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your dutiesSecretary.
3.8 The agreement of If matters arise which cause you concern about your role, you should discuss these matters with the Chairman (or Senior Independent Director. If you have any concerns which cannot be resolved, and you choose to be unreasonably withheld resign for that, or delayed) any other, reason, you should be sought before accepting additional commitments that might affect provide an appropriate written statement to the time you are able Chairman or the Senior Independent Director for circulation to devote to your role as a Non Executive Directorthe Board.
Appears in 1 contract
Samples: Non Executive Director Agreement (Coca-Cola HBC AG)
ROLE AND DUTIES. 3.1 Your role shall be as determined by the Board. The Board may from time to time change your role It is agreed that this is a contract for services and the title not a contract of your roleemployment.
3.2 You shall devote sufficient time and attention will be expected to carry out perform such duties as are reasonably contemplated by your role effectively and holding office as a minimum:
a) you shall attend all General Meetings non-executive director of the Company and take all reasonable steps which may be assigned to attend you by the meetings Board from time to time. As a non-executive director you shall have the same legal responsibilities to the Company as any other director. You will be expected to perform your duties, whether statutory, fiduciary or common-law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience, and with regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the UK Corporate Governance Code and associated guidance and the UK Listing Authority's Listing, Prospectus, and Disclosure Guidance and Transparency Rules.
3.3 You will have particular regard to the general duties of directors as set out in Part 10, Chapter 2 of the Companies Act 2006, including the duty to promote the success of the company:
3.3.1 the likely consequences of any decision in the long term;
3.3.2 the interests of the company's employees;
3.3.3 the need to xxxxxx the company's business relationships with suppliers, customers and others;
3.3.4 the impact of the company's operations on the community and the environment;
3.3.5 the desirability of the company maintaining a reputation for high standards of business conduct; and
3.3.6 the need to act fairly as between members of the company."
3.4 You will have particular regard to the FRC's UK Corporate Governance Code (the "Code") and associated Guidance on Board Effectiveness in respect of the role of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs role of the business.
b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate.
c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines.
3.3 non-executive director. In your role as a non-executive director you will be expected to suggest, advise required to:
3.4.1 constructively challenge and help develop proposals on and monitor matters relating to:-
a) the strategy of the Companystrategy;
b) 3.4.2 scrutinise the performance of management in meeting agreed goals and objectives and monitor the Companyreporting of performance;
c) information, especially 3.4.3 satisfy yourself on the integrity of financial information, reported externally
d) the adequacy of the key internal controls, especially the information and that financial controls, controls and systems of risk managementmanagement are robust and defensible;
e) 3.4.4 determine appropriate levels of remuneration of executive directors and have a prime role in appointing and, where necessary, removing executive directors, and in succession planning;
3.4.5 devote time to developing and refreshing your knowledge and skills;
3.4.6 uphold high standards of conduct of integrity and probity and support me and the Board other directors in instilling the appropriate culture, values and behaviours in the CompanyBoardroom and beyond;
3.4.7 insist on receiving high-quality information sufficiently in advance of Board meetings; and
f) 3.4.8 take into account the appointment views of shareholders and remuneration of Directorsother stakeholders where appropriate.
3.4 3.5 You will be required to accept responsibilityexercise relevant powers under, publicly andand abide by, where necessary, in writing where required by law and regulation.
3.5 During the continuance Company's articles of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governanceassociation.
3.6 Your authority You will also be responsible (collectively with all other directors and individually) for the Company's compliance with the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
3.7 You are required to commit comply with the Company's policies and procedures in force from time to time, including any measures adopted by the Company shall from time to time for the prevention of bribery and corruption and the prevention of the criminal facilitation of tax evasion. You will be subject supplied with copies of any such policies and procedures with which you are expected to comply.
3.8 You will disclose any direct or indirect interest, of which you are personally aware, which you may have in any matter being considered at a Board meeting or committee meeting and, save as permitted under the express authorisation Company's articles of association, you will not vote on any resolution of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in youof one of its committees, on any matter where you have any direct or indirect interest.
3.9 You will immediately report to me your own wrongdoing (of which you are aware) or the wrongdoing or proposed wrongdoing of any employee or director of which you become aware.
3.10 Unless specifically authorised to do so by the Board. You shall perform your duties faithfully, efficiency and diligently and use your best endeavours to promote the interest and reputation you will not enter into any legal or other commitment or contract on behalf of the Company.
3.7 Overall the Company anticipates 3.11 I confirm that I am not aware of any facts or matters, of which you will need are unaware, which could reasonably be expected to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling materially influence your duties.
3.8 The agreement decision to accept your appointment as a director of the Chairman (not to be unreasonably withheld or delayed) should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a Non Executive DirectorCompany.
Appears in 1 contract
ROLE AND DUTIES. 3.1 Your role shall be The Board as determined by a whole is collectively responsible for the Boardsuccess of the Company. The Board may from time Board's role is to:
(a) provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to time change be assessed and managed;
(b) set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and
(c) set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met;
3.2 As a non-executive director you will have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and the title of your roleknowledge, skills and experience.
3.2 3.3 You shall devote sufficient time and attention to carry out will exercise your powers in your role effectively and as a minimum:non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the UK Corporate Governance Code and associated guidance, the UK Listing Authority’s Listing, Prospectus, and Disclosure and Transparency Rules.
a) you shall attend all General Meetings 3.4 You will have particular regard to the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company under which all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the Company's employees;
(c) the need to xxxxxx the Company's business relationships with suppliers, customers and take all reasonable steps others;
(d) the impact of the Company's operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
(f) the need to attend act fairly as between the meetings members of the Company.
3.5 You will have particular regard to the Financial Reporting Council's UK Corporate Governance Code and associated Guidance on Board Effectiveness in respect of the role of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs role of the businessnon-executive director.
b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate.
c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines.
3.3 3.6 In your role as a non-executive director director, you will also be expected required to suggest, advise on perform the specific duties set out in Schedule Two and monitor matters relating to:-to act in accordance with the following:
(a) the strategy of the Companyconstructively challenge and help develop proposals on strategy;
(b) scrutinise the performance of management in meeting agreed goals and objectives and monitor the Companyreporting of performance;
(c) information, especially satisfy yourself on the integrity of financial information, reported externally
d) the adequacy of the key internal controls, especially the information and that financial controls, controls and systems of risk managementmanagement are robust and defensible;
e(d) standards be responsible for determining appropriate levels of conduct of the Board and in the Company; and
f) the appointment and remuneration of Directors.
3.4 You will be required to accept responsibility, publicly executive directors and have a prime role in appointing and, where necessary, removing senior management and in writing succession planning;
(e) uphold high standards of integrity and probity and support the chairperson and executive directors in instilling the appropriate culture, values and behaviors in the boardroom and beyond;
(f) insist on receiving high-quality information sufficiently in advance of Board meetings; (g) take into account the views of shareholders and other stakeholders where required by law appropriate; (h) make sufficient time available to discharge your responsibilities effectively; (i) exercise relevant powers under, and regulation.abide by, the Articles;
3.5 During (j) disclose the continuance nature and extent of this Agreement any direct or indirect interest you shall be subject to may have in any matter being considered at a Board or committee meeting and, except as permitted under the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance.
3.6 Your authority to commit the Company shall be subject to the express authorisation Articles you will not vote on any resolution of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest of one of its committees, on any matter where you have any direct or indirect interest;
(k) not do anything that would cause you to be disqualified from acting as a director; and
(l) immediately inform the Board if you are unable to continue performing in you, this role or in dedicating to the role the amount of time required by the Board. You shall perform your duties faithfullyCompany.
3.7 Unless the Board specifically authorises you to do so, efficiency and diligently and use your best endeavours to promote the interest and reputation you will not enter into any legal or other commitment or contract on behalf of the Company.
3.7 Overall 3.8 You will be entitled to request all relevant information about the Company anticipates that Company's affairs as is reasonably necessary to enable you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling discharge your duties.
3.8 The agreement of the Chairman (not to be unreasonably withheld or delayed) should be sought before accepting additional commitments that might affect the time you are able to devote to your role responsibilities as a Non Executive Directornon-executive director.
Appears in 1 contract
ROLE AND DUTIES. 3.1 Your role shall be as determined by the Board. The Board may from time to time change your role It is agreed that this is a contract for services and the title not a contract of your roleemployment.
3.2 You shall devote sufficient time will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and attention diligently to carry out a standard commensurate with both the functions of your role effectively and as a minimum:
a) you shall attend all General Meetings of the Company your knowledge, skills and take all reasonable steps to attend the meetings of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs of the business.
b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate.
c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelinesexperience.
3.3 In You will exercise your powers in your role as a non-executive director you will be expected having regard to suggestrelevant obligations under prevailing law and regulation, advise on including the Companies Act 2006, the UK Corporate Governance Code and monitor matters relating to:-
aassociated guidance and the UK Listing Authority's Listing Rules, Prospectus Regulation Rules, and Disclosure Guidance and Transparency Rules and the EU Market Abuse Regulations (596/20141 EU) or the strategy UK equivalent of those regulations which are incorporated into UK law by virtue of the Company;
bEuropean Union (Withdrawal) the performance of the Company;
c) informationAct 2018 (together, especially financial information, reported externally
d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management
e) standards of conduct of the Board and in the Company; and
f) the appointment and remuneration of Directors"MAR").
3.4 You will have particular regard to the general duties of directors as set out in Part 10, Chapter 2 of the Companies Act 2006 (the "Companies Act"), including the duty to promote the success of the company: "A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to xxxxxx the company's business relationships with suppliers, customers and others;
(d) the impact of the company's operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between members of the company."
3.5 You will have particular regard to the FRC's UK Corporate Governance Code (the "Code") and associated Guidance on Board Effectiveness in respect of the role of the Board and the role of the non-executive director. Your attention is drawn in particular to paragraph 1 in section 1 of the Code which sets out the role of the Board generally and Principle H which sets out your additional responsibilities as a non-executive director of the Company. In your role as non-executive director you will be required to: provide constructive challenge, strategic guidance, offer specialist advice and hold management to accept responsibility, publicly account; scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives; satisfy yourself on the integrity and accuracy of financial information and that financial controls and systems of risk management are robust and defensible; have a prime role in appointing and, where necessary, removing executive directors, and in writing where required by law succession planning; devote time to developing and regulation.
3.5 During refreshing your knowledge and skills; uphold the continuance highest standards of this Agreement you shall be subject to integrity and support the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation Senior Independent Director and the principles other directors in instilling the appropriate values and behaviours and culture in the Boardroom and beyond; insist on receiving high-quality information sufficiently in advance of good corporate governanceBoard meetings; share responsibility with the other directors for the effective control of the Company; and take into account the views of shareholders, workforce and other stakeholders where appropriate.
3.6 Your authority You will be required to commit exercise relevant powers under, and abide by, the Company shall be subject to the express authorisation Company's articles of the Boardassociation. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in you, by the Board. You shall will perform your duties whether statutory, fiduciary or common law, faithfully, efficiency efficiently and diligently and use your best all reasonable endeavours to promote the interest interests and reputation of the Company.
3.7 Overall You will also be responsible (collectively with all other directors and individually) for the Company anticipates that you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your dutiesCompany's compliance with the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
3.8 The agreement You will be required to exercise your powers as a director in accordance with the Company's policies and procedures and internal control framework, including any measures adopted by the Company from time to time for the prevention of bribery and corruption and the prevention of the Chairman criminal facilitation of tax evasion.
3.9 You will disclose any direct or indirect interest which you may have in any matter being
3.10 You will immediately report to the Senior Independent Director your own wrongdoing (not including acts of misconduct, dishonesty, breaches of contract, fiduciary or statutory duty, company rules or the rules of the relevant regulatory bodies) or the wrongdoing or proposed wrongdoing which is committed, contemplated or discussed by any employee or other director of the Company or any Group Company of which you become aware to the Board immediately irrespective of whether this may involve some degree of self- incrimination.
3.11 You will be unreasonably withheld required to share responsibility with the other non-executive directors for the effective control of the Company and make yourself available (on reasonable notice) for consultation with the Board and take on such activities, and exercise those functions, that are specifically delegated to you from time to time by the Board.
3.12 You shall, in pursuance of your duties hereunder, be entitled to request such information from the Company, its subsidiary undertakings (as defined in section 1162 of the Companies Act, as amended from time to time) or delayed) should its or their personnel, consultants or professional advisers as may be sought before accepting additional commitments that might affect the time reasonably necessary to enable you are able to devote to perform your role effectively. The Company shall use its reasonable endeavours to provide such information promptly. Notwithstanding the provisions of this paragraph 3.12 the Company shall not be required to provide you with any such information in the event that such provision would prejudice the privileged status of any such information.
3.13 Unless specifically authorised to do so by the Board, you will not enter into any legal or other commitment or contract on behalf of the Company.
3.14 Your additional responsibilities as a Non Executive DirectorChair are set out in Schedule 2 to this letter.
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Samples: Chair Appointment Letter
ROLE AND DUTIES. 3.1 Your role shall be as determined by the Board. The Board may from time to time change your role It is agreed that this is a contract for services and the title not a contract of your roleemployment.
3.2 You shall devote sufficient time will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and attention diligently to carry out a standard commensurate with both the functions of your role effectively and as a minimum:
a) you shall attend all General Meetings of the Company your knowledge, skills and take all reasonable steps to attend the meetings of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs of the business.
b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate.
c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelinesexperience.
3.3 In You will exercise your powers in your role as a non-executive director you will be expected having regard to suggestrelevant obligations under prevailing law and regulation, advise on including the Companies Act 2006, the UK Corporate Governance Code and monitor matters relating to:-
aassociated guidance and the UK Listing Authority's Listing Rules, Prospectus Regulation Rules, and Disclosure Guidance and Transparency Rules and the EU Market Abuse Regulations (596/20141 EU) or the strategy UK equivalent of those regulations which are incorporated into UK law by virtue of the Company;
bEuropean Union (Withdrawal) the performance of the Company;
c) informationAct 2018 (together, especially financial information, reported externally
d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management
e) standards of conduct of the Board and in the Company; and
f) the appointment and remuneration of Directors"MAR").
3.4 You will have particular regard to the general duties of directors as set out in Part 10, Chapter 2 of the Companies Act 2006 (the "Companies Act"), including the duty to promote the success of the company: "A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to xxxxxx the company's business relationships with suppliers, customers and others;
(d) the impact of the company's operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between members of the company."
3.5 You will have particular regard to the FRC's UK Corporate Governance Code (the "Code") and associated Guidance on Board Effectiveness in respect of the role of the Board and the role of the non-executive director. Your attention is drawn in particular to paragraph 1 in section 1 of the Code which sets out the role of the Board generally and Principle H which sets out your additional responsibilities as a non-executive director of the Company. In your role as non-executive director you will be required to: provide constructive challenge, strategic guidance, offer specialist advice and hold management to accept responsibility, publicly account; scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives; satisfy yourself on the integrity and accuracy of financial information and that financial controls and systems of risk management are robust and defensible; have a prime role in appointing and, where necessary, removing executive directors, and in writing succession planning; devote time to developing and refreshing your knowledge and skills; uphold the highest standards of integrity and support the other directors in instilling the appropriate values and behaviours and culture in the Boardroom and beyond; insist on receiving high-quality information sufficiently in advance of Board meetings; share responsibility with the other directors for the effective control of the Company; and take into account the views of shareholders, workforce and other stakeholders where required by law and regulation.
3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governanceappropriate.
3.6 Your authority In your role as Senior Independent Director you will also:
3.7 You will be required to commit exercise relevant powers under, and abide by, the Company shall be subject to the express authorisation Company's articles of the Boardassociation. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in you, by the Board. You shall will perform your duties whether statutory, fiduciary or common law, faithfully, efficiency efficiently and diligently and use your best all reasonable endeavours to promote the interest interests and reputation of the Company.
3.7 Overall 3.8 You will also be responsible (collectively with all other directors and individually) for the Company's compliance with the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
3.9 You will be required to exercise your powers as a director in accordance with the Company's policies and procedures and internal control framework, including any measures adopted by the Company anticipates that from time to time for the prevention of bribery and corruption and the prevention of the criminal facilitation of tax evasion.
3.10 You will disclose any direct or indirect interest which you may have in any matter being considered at a Board meeting or committee meeting and, save as permitted under the articles of association, you will need to spend not vote on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your dutiesany resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest.
3.8 The agreement 3.11 You will immediately report to the Chair your own wrongdoing (including acts of misconduct, dishonesty, breaches of contract, fiduciary or statutory duty, company rules or the rules of the Chairman relevant regulatory bodies) or the wrongdoing or proposed wrongdoing which is committed, contemplated or discussed by any employee or other director of the Company or any Group Company of which you become aware to the Board immediately irrespective of whether this may involve some degree of self-incrimination.
3.12 You will be required to share responsibility with the other non-executive directors for the effective control of the Company and make yourself available (not on reasonable notice) for consultation with the Board and take on such activities, and exercise those functions, that are specifically delegated to you from time to time by the Board.
3.13 You shall, in pursuance of your duties hereunder, be unreasonably withheld entitled to request such information from the Company, its subsidiary undertakings (as defined in section 1162 of the Companies Act, as amended from time to time) or delayed) should its or their personnel, consultants or professional advisers as may be sought before accepting additional commitments that might affect the time reasonably necessary to enable you are able to devote to perform your role as a Non Executive Directoreffectively. The Company shall use its reasonable endeavours to provide such information promptly. Notwithstanding the provisions of this paragraph 3.13 the Company shall not be required to provide you with any such information in the event that such provision would prejudice the privileged status of any such information.
3.14 Unless specifically authorised to do so by the Board, you will not enter into any legal or other commitment or contract on behalf of the Company.
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