Exhibit 4.(c).8
CONFORMED COPY
BG INTERNATIONAL LTD
CONTRACT OF EMPLOYMENT
BETWEEN
BG INTERNATIONAL LTD
AND
Xxxxxxxx Xxxxxxx
DATED: 6th September 2002
BG3/UK
BG INTERNATIONAL LTD
CONTRACT OF EMPLOYMENT
To: Xxxxxxxx Xxxxxxx
There are set out below the
terms of the Contract of Employment between BG International Ltd, whose registered
office is at 000 Xxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxx, XX0 0XX, (“the Company”) and you. For the purposes of this Contract of Employment, “BG Group” means the ultimate holding company of the Company and any wholly-owned, direct or indirect subsidiary of such holding company. The terms “holding company” and “subsidiary” have the meaning attributed to them by section 736 of the Companies Xxx 0000 provided that, in the case of “subsidiary”,
this shall also include a subsidiary undertaking (as defined in Section 258
of the Companies Act 1985). From the effective date of this Contract, all
other agreements between you and the Company and its subsidiaries will be
deemed to be cancelled. This Contract shall be governed and construed in
accordance with the laws of England.
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You will be employed by the Company as Deputy Company Secretary. You may, from time to time, be required by the Company to serve BG Group in some other capacity of equivalent/broadly similar status in addition to and/or in substitution of the appointment specified above. You may be appointed or maintained in office as a Director (with or without executive powers) of a subsidiary or associated company as determined by the Company. |
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(a) |
This appointment as Deputy Company Secretary will begin on a date to be agreed
and, subject to Section 9 of this Contract, will continue until terminated
by the Company giving to you not less than six months notice in writing
expiring on any date. If you wish to terminate your employment, you should
give the longest practicable notice but you are obliged to give not less
than six months. |
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(b) |
The Company shall be under no obligation to provide you with work during any
period of notice either given by the Company or by you to terminate your
employment under this Contract. The Company may during the said period of
notice suspend you from your employment or exclude you from any premises
of the Company. Whenever notice is given by either party the Company may
make payment in lieu of notice, less tax and any other statutory deductions. |
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(c) |
No other employment with a previous employer counts as part of your continuous
employment with the Company for the purposes of the Employment Rights Xxx
0000. |
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Your place of work is in Thames Valley Park, Reading. However, you may be required to perform your duties at any establishment of the BG Group or any of its subsidiary or associated companies as the Company requires (whether in or outside the UK). |
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You shall travel to such places (whether in or outside the UK) and in such manner and on such occasions as the Company may from time to time reasonably require. |
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If you are required to move your place of work in accordance with this clause and the Company requires you to change your residence as a consequence, the Company shall reimburse you fair and reasonable removal expenses in accordance with its then current policy for relocation. |
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MAIN DUTIES AND OUTSIDE INTERESTS |
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During your employment, you will well and faithfully serve the Company and use all your abilities to promote its interests. You will perform such duties as may from time to time be assigned to you by Company Secretary. |
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You will devote the whole of your
time, attention and abilities during normal business hours, and at such other
times as the Company or your duties may reasonably require, to the business
and affairs of the Company, its subsidiaries and associated companies, unless
prevented by ill-health from doing so. There are no terms and conditions
of your employment relating to normal working hours and you will be required
to work as necessary to undertakeyour duties. You will not during your employment
directly or indirectly enter into or be concerned or interested or engaged
in any other business or occupation other than the business of the Company
and its subsidiaries and associated companies except with the prior written
consent of Company
Secretary. |
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Nevertheless, you may be or become a holder for investment for not more than five per cent of any class of securities that are listed on any recognised Stock Exchange. You will be required, on request, to provide the Company with details of such holdings. |
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The foregoing is not intended to prohibit your involvement in the activities of relevant professional bodies; the taking of office in any such body shall however, require the prior written consent of Company Secretary. |
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During your employment you
will be paid a salary at the rate of £85,000 per annum payable on or
about the 15th of each month. This salary will, unless otherwise
agreed in writing with the Company, be inclusive of all fees and other remuneration
to which you may be or become entitled as a Director of any of the BG Group’s
subsidiaries or associated companies for the time being. |
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This salary shall be reviewed each year by the Company and may be increased by the Company by such amount, if any, as it sees fit. The Company may, where it thinks fit, pay a temporary additional ex-gratia payment or other benefit to you but this will not constitute an increase in salary or other benefit for the purpose of this Contract. |
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At the discretion of the Company,
you may be invited to participate in the BG Group plc Long Term Incentive
Plan and be granted an allocation of shares annually at the level equivalent
to a BG3. Subject to meeting the Group’s eligibility criteria you will be able to participate in the BG Group plc Sharesave and Employee Share Schemes. Also, you will have the opportunity of participating in the BG Group’s
Car Scheme, Financial Counselling Scheme, Personal Accident Insurance Scheme
and Group Health Plan. BG Group reserves the right to amend the terms of,
suspend or terminate these schemes, or to alter the level of your participation
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them at any time without
reference to or agreement from you. Your participation in these schemes
is subject to the rules of the schemes. |
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You will be eligible to
participate in the BG Pension Scheme “the Scheme”. Membership of the Scheme entitles you to benefits subject to the Rules of the Scheme as varied from time to time, and in particular (without limitation) subject to the power of amendment and/or discontinuance contained in those Rules. A Contracting Out Certificate pursuant to the Xxxxxxx Xxxxxxx Xxx 0000 is held by the Company in respect of your employment. The Company will not make any payment to you in respect of pension whilst you are in the Company’s
employ. If you do not join or if you opt out of the Scheme, the Company
will not make any payment to you in respect of pension and will not pay
any contributions
to any pension arrangements that
you might make yourself.
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If you are absent from work as a result of sickness or injury you shall be entitled to sick pay in accordance with the rules of the prevailing Company sick pay scheme. You will, at the request and expense of the Company, undergo, from time to time, a medical examination. |
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In addition to UK Public and Bank Holidays recognised by the Company, your holidays will be 28 days in every year at times agreed with the Company. |
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Upon termination of this Contract for whatever reason you shall be entitled to payment in lieu on a pro rata basis for any holidays not taken which have accrued in the holiday year in which the date of termination falls or if appropriate, you shall repay to the Company any salary received in respect of holiday taken prior to the date of termination in excess of your proportionate entitlement. In either case the payment will be calculated by multiplying the accrued or excess entitlement (as the case may be) by 1/260 of your salary at that time. You will be entitled to carry forward from an individual holiday year up to a maximum of 5 days of your annual holiday entitlement for, and taken during, the following holiday year. All payments will be
made after deduction of tax and any other statutory deductions. |
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The Company reserves the right to recover from your salary payments any overpayment of remuneration or other payments, made by mistake or through misrepresentation or for any other reason. Upon termination of your employment the Company may deduct from your final salary payment, or any other termination payments due, an amount equal to any sums you owe to the Company. |
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The Company will reimburse you with the amount of all reasonable hotel, travelling and other expenses properly and necessarily incurred by you in the performance of your duties subject to the submission of vouchers or other evidence of such expenditure as may be required from time to time to the Company Secretary for authorisation. |
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Your other obligations during and after the termination of your employment |
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(a) |
You will not, either during your employment or thereafter (otherwise than in
the performance of your duties or unless required by a court of competent
jurisdiction), use or divulge to any person, any trade secrets, confidential
or sensitive information or information in respect of which the Company or
any subsidiary or associated company of BG Group is bound by an obligation
of confidence to a third party, acquired by you in the course of or for the
purposes of your employment without the written consent of the Company. This
restriction will not apply to information which becomes public other than
through unauthorised disclosure by you. |
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You will use your best endeavours
to prevent the disclosure or publication of any confidential or sensitive
information concerning the business of the Company or anysubsidiary or associated
company of BG Group. |
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Confidential information shall
include, without limitation, details of any computer software programs or
systems
documentation relating to the Company’s operation specifically incorporating
access to those systems, programs or data within them. |
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(b) |
You will not make, use, permit to be used or copy, or retain,
any records relating to the business of the Company or any subsidiary or associated
company of BG Group, otherwise than for the benefit of the Company and in any
event upon termination of this employment you will deliver up to the Company
forthwith all such records including documents, computer disks, tapes and other
tangible items and all property of the Company, or any subsidiary or associated
company of BG Group, which may be in your possession or under your control. Title
to and copyright in all such records will be that of the Company or the relevant
subsidiary or associated company of BG Group, as the case may be, throughout. |
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(c) |
You will comply with all lawful instructions and with the
Group and Company Codes of Practice and Conduct relating to your work (including
but not limited to the policies on Health, Safety and Environment, Equality & Diversity,
the Compliance Code and theStatement of Business Principles) and take steps to
ensure so far as reasonably possible compliance by those for whom you are responsible. |
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(d) |
You will not during the continuance of your employment (and
will ensure, so for as you are able, that your partner and any dependent children
or person connected with you will not) deal or become or cease to be interested
in any shares or other securities of the Company, or any subsidiary or associated
company of BG Group, except in accordance with the provisions of any relevant
statutory provision, the rules of the Stock Exchange and the Company’s
Code of Business Ethics for the time being concerning such transactions. |
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(e) |
You will use your best endeavours to ensure that the Company, and any subsidiary
or associated companies of BG Group, comply with all legal requirements applying
to them whether under the general law, statute or other regulations, including
those arising under the Gas Xxx 0000 as amended, the Authorisation, other
legislation concerning the gas industry and legislation on health and safety
environment and working conditions. |
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(f) |
Nothing in this clause 6 is intended to exclude, restrict or limit in any way
any right you may have to make a protected disclosure under the Public Xxxxxxxx
Xxxxxxxxxx Xxx 0000. |
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(a) |
Any invention, process, improvement, development, design or
other work in which copyright or design right may subsist made, originated or
developed by you in the course of or arising out of your employment (whether
or not during normal working hours and whether or not made, originated or developed
before or after the effectivedate of this Contract) will be the absolute property
of the Company. You will take all appropriate steps (whether during the continuance
of your employment or afterwards) |
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to ensure that the Company obtains the
maximum benefit from such invention, process, improvement, development,
design or other work by prompt application for letters patent or other
appropriate protection in any part of the world and/or assign to the Company
all copyright design right
or other proprietary right. |
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(b) |
Any of your obligations under this Contract which are expressed to continue after
the date your employment is terminated shall continue in full force and effect
notwithstanding the termination of your employment. |
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Disciplinary and Grievance Procedure |
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There are no fixed disciplinary rules applicable to your employment. In the event that you are dissatisfied with any disciplinary action taken against you, or have any grievance relating to your employment, you should refer the matter to Company Secretary who will either propose a solution or refer the matter to an appropriate Executive Vice President. The decision of the Executive Vice President shall be final. |
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The Company will be entitled to terminate your employment without notice and without payment in lieu of notice if you: |
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(a) |
commit a serious or persistent breach of any term of this contract; |
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(b) |
are guilty of conduct tending to bring yourself or the Company
or any of BG Group’s associate or subsidiary companies into disrepute. |
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neglect, fail or refuse to carry out any of the duties properly assigned to you
under this Contract; |
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become of unsound mind, or commit any act of bankruptcy (or take advantage of
any statute offering relief for insolvent debtors); |
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be or become incapacitated from any cause whatsoever from efficiently performing
your duties thereunder for six consecutive months or for one hundred and
thirty five working days in aggregate in any period of twelve consecutive
months. |
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In order to investigate a complaint against you of misconduct and to allow the Company to carry out whatever investigations it deems appropriate, the Company may suspend you on full pay and other contractual benefits (save as below) and require you: |
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not to enter any premises of the Company or any of BG Group’s
associate or subsidiary companies; and |
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to abstain from contacting any customers, clients, employees
or supplies of the Company or any of BG Group’s associate or subsidiary
companies. |
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You shall not be employed by or provide services to any third party during the period for which you are suspended pursuant to this clause. |
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Your employment will terminate automatically on your 65th birthday. |
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Resignation of Offices |
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Upon termination of your employment
howsoever arising you shall at any time or from time to time thereafter upon
the request of the Company resign without claim for compensation from all
offices held by you in the Company and any of BG Group’s associate
or subsidiary companies and should you fail to do so the Company is hereby
irrevocably authorised to appoint some person in your name and on your behalf
to sign and execute all documents or things necessary or requisite to give
effect thereto. |
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The Company reserves the right
on written notice to you to assign its rights and obligations under this
Contract
to any of BG Group’s associate or subsidiary companies and reference
to the Company in this Contract shall thereafter be a reference to any such
Company. |
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Notice under this Contract will be deemed to be given if sent by either party by registered post addressed to the other party at the last known address, and will be deemed to be given on the day when it would ordinarily be delivered after such posting. |
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(a) |
“associated company” means
a Company which is treated as such for the purposes of Standard Statement
of Accounting Practice
No 1 of the Institute of Chartered Accountants in England and Wales. |
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(b) |
“subsidiary” has the meaning
attributed to it by section 736 of the Companies Xxx 0000 provided that this
shall also include
a subsidiary undertaking (as defined in Section 258 of the Companies Act 1985). |
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(c) |
Any of your obligations under this Contract which are expressed to continue after
the date your employment is terminated shall continue in full force and effect
notwithstanding the termination of your employment. |
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Data Protection Act 1998 |
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For the purposes of the Data Protection Xxx 0000 you give your consent to the holding and processing of personal data provided by you to the Company for all purposes relating to the performance of this Contract including, but not limited to: |
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administering and maintaining human resources records; |
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paying and reviewing salary and other remuneration and benefits; |
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providing and administering benefits (including if relevant, pension, life assurance,
permanent health insurance and medical insurance); |
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undertaking performance appraisals and reviews; |
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maintaining sickness and other absence records; |
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taking decisions as to your fitness for work; |
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providing references and information to future employers, and if necessary, governmental
and quasi-governmental bodies for social security and other purposes, the
Inland Revenue and the Contributions Agency; |
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providing information to future purchasers of the Company or of the business
in which you work; and |
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transferring information concerning you to a country or territory outside the
EEA |
Please acknowledge acceptance of the Terms of the Contract of Employment by signing the duplicate copy attached and returning it to Xxxxx Xxxxxxx, Senior Human Resources Adviser.
I acknowledge receipt of and agree to the terms of the contract of employment.
I understand that I will be admitted as a member of the BG Pension Scheme ("the Scheme")
and that if I do not wish to join the Scheme, I must notify Xxxxx Xxxxxxx,
Senior HR Adviser in writing. I authorise the appropriate pension contributions
to be deducted from my salary and paid to the Trustees of the Scheme. I acknowledge
that this authorisation remains effective until I notify Xxxxx Xxxxxxx that
I do not wish to join the Scheme.
I understand that the Company will not pay any contributions to any pension arrangements I might make for myself and that if I do not join the Scheme within two years of the effective date of this contract, then I will not be able to join after that.
Dated this 7 day of Oct. 2002
| SIGNED by |
/s/ Xxxxx Xxxxxxx. |
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(on behalf of BG International
Ltd) |
| SIGNED by |
/s/ Xxx Xxxxxxx |
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(Xxxxxxxx Xxxxxxx) |
7
CONFORMED
COPY
11th November 2004
Personal & Confidential
Mr Xxx Xxxxxxx
000 Xxxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxx
XX00 0XX
Dear Ben,
On behalf of the Board of Directors
of BG Group plc, I am pleased to confirm your appointment to the position
of Company Secretary of BG Group plc, based at Thames Valley Park. The effective
date of this promotion is 9th November 2004.
Whilst this position reports
to me, you will be aware that the Combined Code describes the responsibilities
that you should discharge under the direction of the Chairman, namely:
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ensuring good information flows
within the Board, and its committees and between senior management
and the Non-Executive Directors, as well as facilitating director induction
and assisting with professional development as required; |
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advising the Board through the
Chairman on all governance matters; and |
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ensuring that Board procedures
are complied with. |
Following Emma’s resignation,
and considering the changing shape of the Group Executive, we have reviewed
carefully the scope and developing nature of this role. Whilst you will obviously
interface closely with the Executive Board, as well as the Group Executive,
as you know, the Company Secretary will not be a member of the Group Executive.
In this new position, your employer
will change to BG Group plc. You will remain on your current grade and we
propose to increase your salary to £115,000 per annum, to be reviewed
in April 2005. All other terms and conditions of your employment will remain
unchanged.
The Company has Director and
Officer liability insurance and it is intended to maintain such cover. The
current indemnity limit is £250 million for any one claim or series
of claims in any single year.
This letter constitutes an amendment
to the terms set out in the statement previously issued to you under the
provisions of the Employment Rights Xxx 0000.
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Xxxxxxx Xxxxxxxxx |
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Deputy Chief Executive |
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BG Group plc |
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000 Xxxxxx Xxxxxx Xxxx Xxxxx |
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Xxxxxxx |
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Xxxxxxxxx |
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XX0 0XX |
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Switchboard |
x00 (0)000 000 0000 |
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Telephone |
x00 (0)000 000 0000 |
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Fax |
x00 (0)000
000 0000 |
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xxxxxxx.xxxxxxxxx@xx-xxxxx.xxx |
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Registered in England & Wales
No. 3690065 Registered Office 000 Xxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxx,
XX0 0XX
If you have any queries concerning
the above, please do not hesitate to contact me.
I would be grateful if you could
please advise me of your acceptance of this offer in writing.
Finally, may I take this opportunity
to congratulate you on your appointment and to wish you every success in
your new role.
Yours sincerely,
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
Deputy Chief Executive
