EXHIBIT 3(iv)
SERVICE AGREEMENT
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DATE:- 1999
PARTIES:-
(1) (Company Registration Number [ ])
whose registered office is at [
] ("the Company")
(2) XXX XXXXXX XXXX of 0 Xxxx Xxxx, Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxxxxx, XX00
0XX ("the Executive")
TERMS:-
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1. DEFINITIONS
1.1 In this Agreement the following expressions (whether with or
without the definite article) have the following meanings:-
"Act" the Companies Xxx 0000 (as amended
by the Companies Act 1989)
"Agreement" this agreement.
"Appointment" the appointment of the Executive
particulars of which are set out in
Clause 2.
"Associated Company" in relation to a company means any
company in which that Company or any
holding Company of it is directly or
indirectly beneficially interested
in ten per cent or more of the
relevant company's issued ordinary
share capital
"Commencement Date" the [ ]
"Company" shall include an Associated Company
or any member of the Group unless
otherwise stated
"Directors" the directors of the Company from
time to time.
"Employment Act" the Employment Rights Xxx 0000
"Group" means the Company and all companies
which are for the time being either
a holding company of the company or
a subsidiary or associated company
of either the company or any such
holding company
"Parties" the parties to this Agreement.
"Subsidiary Company" shall have the meanings ascribed in
"Holding Company" the and Companies Xxx 0000 or any
statutory modification or
re-enactment thereof.
1.2 Words denoting the singular include the plural and vice versa;
and words denoting any gender include all genders.
1.3 References to any statute are to that statute as amended or
re-enacted and to any regulation or order made under them.
1.4 References to Clauses and the Schedule are to clauses and the
schedule of or to this Agreement.
1.5 The Schedule forms part of this Agreement for all purposes.
2. THE APPOINTMENT
2.1 The Company shall employ the Executive and the Executive shall
serve the Company as Managing Director or in such other
capacity as the Company may from time to time direct.
2.2 Subject to the provisions for termination contained in this
Agreement, the Appointment shall be for a period of three
years commencing on the Commencement Date and shall continue
until terminated on or after that date by not less than three
calendar month's notice in writing by one party to the other
(and in the case of termination by the Company, the Company
has the option to make payment in lieu of notice).
2.3 Notwithstanding any other provision of this Agreement the
Company shall during the period of any notice given pursuant
to Clause 2.2 be under no obligation to assign to the
Executive any powers or to provide any work for the Executive
and the Company may at any time or from time to time suspend
the Executive from the performance of his duties and/or
exclude him from the premises of the Company and require the
Executive to stay away from any employees, officers, customers
and clients of the Company but the Executive's salary and
other entitlements under this Agreement shall not cease to be
payable by reason only of that suspension or exclusion (unless
and until this Appointment is terminated under the provisions
of Clause 7).
3. DUTIES
3.1 The Executive shall during the Appointment:-
3.1.1 devote the whole of his time attention and ability to
the duties of his office, and shall diligently
perform such duties and exercise such powers as the
Board may from time to time properly assign to him in
his capacity as Managing Director or in connection
with the business of the Company subject to such
reasonable directions and restrictions as the Board
(or managing Director of the Company) may from time
to time give or impose;
3.1.2 well and faithfully serve the Company and use his
best endeavours to promote develop and extend the
business and interests of the Company;
3.1.3 give to the Board, or such persons as it shall
nominate, such information regarding the affairs of
the Company as it shall require;
3.1.4 at all times conform to the reasonable directions of
the Board;
3.1.5 undertake such travel inside or outside the United
Kingdom as may be required for the proper performance
of his duties, but he shall not be obliged to reside
outside the United Kingdom.
3.2 If and whenever it may be necessary for the proper discharge
of his duties the Executive shall perform such hours of work
outside his normal working hours (as set out in clause 14 of
the Schedule)
3.3 The Company may from time to time vary the type and nature of
the work to be carried out by the Executive and the status and
responsibilities connected therewith (provided that his
remuneration and benefits are not thereby altered).
3.4 The Company may from time to time appoint any other person or
persons to act jointly with the Executive in the Appointment.
3.5 The location at which the Executive shall perform his duties
shall be that specified in Clause 15 of the Schedule.
4. RESTRICTIONS
4.1 During the appointment, the Executive shall devote the whole
of his time, attention and abilities during normal working
hours to the business and affairs of the Company, unless
prevented by Incapacity (as defined in Clause 8.1) from doing
so, and shall not during the Appointment directly or
indirectly enter into, or be concerned or interested in, any
other trade or business (or occupation) whatsoever which
competes with the business of the Company except with the
prior written consent of the Board, but such consent may be
given subject to the terms or conditions which the Board may
require, any breach of which shall be deemed to be a breach of
the terms of this Agreement.
4.2 In this Clause the expression "occupation" shall include
membership of Parliament or of a local authority council or
any other public or private work (whether for profit or
otherwise) which, in the reasonable opinion of the Company,
may hinder or otherwise interfere with the performance by the
Executive of his duties under this Agreement.
4.3 The Executive shall not without the prior consent of the
Group's Managing Director
4.3.1 enter into any commitment, contract or arrangement
otherwise than in the normal course of business or
outside the scope of his normal duties, or of an
unusual, onerous or long-term nature;
4.3.2 engage any person on behalf of any member of the
Company on terms that he will receive remuneration of
an annual rate in excess of $16,000 or the
termination of whose employment will require more
than one month's notice;
4.3.3 dismiss any employee of the Company without giving
proper notice or without following the normal
disciplinary procedure, and in any such case he shall
immediately report the dismissal and the reason for
it to the Board;
4.4 The Executive shall at all times during the Appointment keep
confidential and shall not (except as authorised or required
by his duties) use or disclose to any person, firm or company
any of the trade secrets, designs, copyrights, confidential
operations, processes, or dealings or any information
concerning the organisation, business, finances, transactions
or affairs of the Company, its suppliers, and customers both
current and those who were suppliers or customers during the
previous two years (and the Executive acknowledges that the
names and requirements of and all other details concerning its
suppliers and customers are confidential) which may already
have come or which may after the Commencement Date come to his
knowledge during the Appointment. The Executive further
acknowledges that all documents concerning any of the above
matters are confidential, whether or not they are so marked.
4.5 All notes, memoranda, records and writing made by the
Executive relating to the business of the Company are and
shall remain the property of the Company and shall upon
request be delivered by him to the Company forthwith.
5. REMUNERATION
5.1 During the Appointment the Company shall pay to the Executive
a salary of $64,000 per annum, which accrues rateably from day
to day and is payable by equal instalments in arrears on the
last working day of every calendar month (or such other date
as the Company may determine) by credit transfer to the
Executive's bank account.
5.2 The Company shall pay 10% of the said salary direct to a
personal pension provider nominated by the Executive
5.3 The Executive's salary may be reviewed at the discretion of
the Company annually. Any revision to the salary resulting
from such a review shall be effective from the date of any
such review, and each such revision shall thereafter have
effect as if it were specifically provided for as a term of
this Agreement and the figure of (pound)40,000 in Clause 5.1
shall thereafter be deemed to have been amended accordingly.
6. BENEFITS
6.1 CAR
During such period as the Executive shall be the holder of a
valid UK driving licence the Company shall provide and
maintain (including the costs of taxing and insurance) for the
[sole] business use of the Executive and [private use by the
Executive and his spouse] a car of a type to be decided upon
by the Board in its absolute discretion.The Company shall pay
for all the running costs, including without limitation
maintenance, repairs, oil and petrol apart from oil and petrol
consumed in private use.
6.1.1 The Executive shall:-
6.1.1.1 comply with all reasonable directions from
time to time given by the Company with
regard to motor vehicles provided by the
Company for the use of its staff;
6.1.1.2 take good care of the car and ensure that
the provisions and conditions of any
insurance policy relating to it are
observed;
6.1.1.3 comply at all times with road traffic
legislation;
6.1.1.4 return the car and its keys to the Company
at its registered office (or any other place
the Company may reasonably nominate)
immediately upon termination of the
appointment (howsoever arising), or at any
other reasonable time if so requested for
the purpose of inspection.
6.1.2 It is the responsibility of the Executive at the
expense of the Company to maintain the car in good
running order and in a clean and tidy condition and
to keep adequate records in relation to such business
use in such form and detail as may be necessary to
satisfy any queries in relation to the car which may
be raised by the Inland Revenue in connection with
the Executive's tax affairs, and the Executive is
responsible for the payment of any taxes that may be
assessed on him for the use of such car. For the
purpose of calculating the value to the Executive of
the benefit of using the car for his private
purposes, the Inland Revenue Scales will be used.
6.2 MOBILE TELEPHONE
The Company shall provide and maintain for the use of the
Executive a mobile telephone. The Company shall pay for [the
line rental and all business and reasonable private calls].
6.3 EXPENSES
6.3.1 The Company shall by way of reimbursement pay or
procure to be paid to the Executive all reasonable
travelling hotel and other expenses properly incurred
by him in or about the performance of his duties
under this Agreement subject to the Executive
complying with such guidelines or regulations issued
by the Company in this respect.
6.3.2 The Executive shall provide reasonable evidence of
the expenditure in respect of which he claims
reimbursement.
6.4 MEDICAL INSURANCE
The Company shall provide membership of [ ] for the Executive
and his spouse and children and make contributions for him at
a suitable level for treatment and accommodation in line with
Company policy from time to time. If the Executive is not
accepted at standard rates of premium then the Executive shall
be responsible for any increased premium.
6.5 HOLIDAYS
6.5.1 The Executive shall, in addition to normal bank and
public holidays, be entitled to 25 working days paid
holiday in every calendar year, to be taken at such
time or times as shall be convenient to the Company.
6.5.2 In the event that the Appointment is terminated
(other than by the Company for gross misconduct)
before the Executive has taken his holiday
entitlement accrued at the date of termination the
Executive shall receive a sum of money equal to his
salary for the holiday entitlement accrued but not
taken. The entitlement of the Executive to pay in
lieu of unused holiday shall be calculated rateably
on the basis described in Clause 6.4.2.
6.5.3 The Executive has no entitlement to any further
period of holiday with or without remuneration unless
expressly agreed by the Board and holiday not taken
in one year may only be carried forward to the next
year with the prior written consent of the Company.
6.6 BENEFITS
Any benefits provided by the Company to the Executive or to
his family which are not expressly referred to in this
Agreement are ex-gratia and at the entire discretion of the
Company and shall not form part of the Executive's terms of
employment.
7. TERMINATION OF APPOINTMENT
7.1 The Appointment may be terminated by the Company at any time
after the Commencement Date immediately without payment of any
compensation, redundancy payment, damages or remuneration for
subsequent periods payable by virtue of common law or statute,
by serving written notice on the Executive in any one or more
of the following circumstances if the Executive shall:
7.1.1 refuse to accept any change in his executive
responsibilities duties or status as determined from
time to time by the Board (provided that no reduction
in remuneration on benefits results therefrom);
7.1.2 be guilty of any gross default or misconduct or
wilful neglect in the discharge of his duties under
this Agreement;
7.1.3 be guilty of any serious or persistent breach (after
warning) or non-observance of any of the material
provisions of this Agreement or directions of the
Board;
7.1.4 become bankrupt or make any arrangement or
composition with his creditors;
7.1.5 becomes of unsound mind, or becomes a patient for any
purpose of any statute relating to mental health;
7.1.6 be convicted of any arrestable criminal offence
(other than a motoring offence for which no custodial
sentence is made upon him);
7.1.7 carry out any course of action or omission which in
the reasonable opinion of the Board may seriously
damage the interests of the Company.
7.2 The termination by the Company of the Appointment is without
prejudice to any claim which the Company may have for damages
arising from breach of this Agreement by the Executive.
7.3 In order to investigate a complaint against the Executive of
misconduct, the Company is entitled to suspend the Executive
on full pay for so long as may be necessary to carry out a
proper investigation and disciplinary hearing.
7.4 Upon the termination of the Appointment for whatever reason,
the Executive shall immediately deliver to the Company or to
its order all books, documents, papers (including copies),
materials, credit cards, keys and other property of or
relating to the business of the Company then in his possession
or which are or were last under his power or control.
7.5 In addition to the provisions of this Agreement the Executive
shall also comply with the Company's disciplinary procedures
from time to time and such other reasonable requirements of
the Company as are applicable to him.
8. ILLNESS
8.1 If the Executive shall at any time be prevented by ill health
or accident ("Incapacity") from performing his duties under
this Agreement, he shall if so required furnish the board with
evidence satisfactory to them of such Incapacity.
8.2 The Executive shall continue to be paid in full during absence
due to Incapacity (such payment to be inclusive of any
statutory sick pay or social security benefits to which he may
be entitled) for a total of up to [ ] weeks (whether
consecutive or not) in any 12 consecutive calendar months of
employment.
8.3 Thereafter the Executive shall continue to be paid salary at
the discretion of the Company but if the Incapacity continues
for a longer period than [ ] months in total or if the
Executive is so incapacitated at different times for more than
[ ] working days in any period of 52 consecutive weeks, and
the Appointment may be terminated at the option of the Company
by the giving of the minimum period of notice required by
statute at that time.
8.4 If the Incapacity is or appears to be occasioned by actionable
negligence of a third party in respect of which damages are or
may be recoverable the Executive shall immediately notify the
Board of that fact and of any claim compromise settlement or
judgment made or awarded in connection with it and shall give
to the Board all particulars the board may reasonably require
and shall if required by the Board refund to the Company that
part of any damages recovered relating to loss of earnings for
the period of the Incapacity as the Board may reasonably
determine provided that the amount be refunded does not exceed
the amount of damages or compensation recovered by him less
any costs borne by the Executive in connection with the
recovery of such damages or compensation and does not exceed
the total remuneration paid to him by the Company by way of
salary in respect of the period of the Incapacity, less any
sums refunded to the Company by any third party.
8.5 The Executive shall in the event of Incapacity provide on
request such evidence of Incapacity as the Company may require
in line with Company policy from time to time and shall not
receive any part of his salary as is attributable to statutory
sick pay unless he complies with the requirements for
certification, and the Company shall deduct from salary due to
him any sums in respect of statutory sick pay as are paid to
the Executive or would have been so payable had he complied
with the provisions of this Clause.
8.6 In the case of prolonged or frequent absence the Company may
request the Executive to co-operate in providing medical
evidence or undergoing a medical examination arranged by the
Company with a view to establishing likely future fitness for
work and if such co-operation or evidence is not forthcoming
or is unsatisfactory, the Company may terminate this Agreement
on one week's notice whether or not any of the periods
mentioned in Clauses 8.2 and 8.3 have been exceeded.
9. PROVISIONS AFTER TERMINATION
9.1 The Executive agrees that he shall not at any time after the
termination of this Agreement, either personally or by his
agent, directly or indirectly:-
9.1.1 represent himself as being in any way connected with
or interested in the business of the Company;
9.1.2 use or disclose to any person, firm or company any
information of a confidential nature (whether or not,
being a document, it was marked as confidential and
including, without limitation, the trade secrets,
processes, designs or secret business methods of the
Company, lists and particulars of the Company's
customers, and any information concerning the
organisation, businesses finances, transactions, or
affairs of the Company) directly or indirectly
relating to the affairs of the Company or to any
customer or supplier of the Company (both current and
those who were suppliers or customers during the
previous two years) which may have been acquired by
him in the course of or incidental to his employment
by the Company for his own benefit or for the benefit
of others or to the detriment of the Company or such
customer or supplier. The Executive acknowledges that
the names and requirements of and all other details
concerning the suppliers and customers of the Company
are confidential. This restriction shall continue to
apply after termination of the Appointment for the
period of 12 months but shall cease to apply to
information or knowledge which may come into the
public domain otherwise than through unauthorised
disclosure by the Executive or any other person.
9.2 The Executive agrees that after the termination of this
Appointment (whether lawful or not) he shall not on his own
account or jointly with or as agent for any other person firm
or company either directly or indirectly, whether as director,
employee, shareholder, consultant or otherwise, carry on or be
engaged or concerned or interested in the carrying on within a
radius of 25 miles from his place of work during the
Appointment the business of reselling and distribution of
computer software or any other business similar to that
carried on by the Company in which the Executive shall have
been concerned at the date of such termination.
9.3 The Executive shall not after the termination of the
Appointment (whether lawful or not) directly or indirectly and
whether on his own behalf or on behalf of any other business,
concern, person, partnership, firm, company or other body
which is wholly or partly in competition with the business
carried on by the Company:
9.3.1 canvass, solicit or approach or cause to be canvassed
or solicited or approached for orders in respect of
any services provided or any goods dealt in by the
Company in respect of the provision or sale of which
the Executive was engaged during the last 12 months
of his employment with the Company, any person who at
the date of the termination of the Appointment was
negotiating with the Company for the supply of
services or goods or within 12 months prior to such
date is or was a client or customer of the Company or
was in the habit of dealing with the Company and with
whom the Executive shall have dealt;
9.3.2 interfere or seek to interfere or take such steps as
may interfere with the continuance of supplies to the
Company (or the terms relating to such supplies) from
any suppliers who have been supplying components
materials or services to the Company at any time
during the last 12 months of the Appointment;
9.3.3 solicit or entice or endeavour to solicit or entice
away from the Company or offer or cause to be offered
any employment to any person employed by the Company
in a technical capacity at the date of such
termination for whom the Executive is responsible.
9.3.4 deal with any person or persons who or which at any
time during the period of 12 months prior to
termination of the Appointment have been in the habit
of dealing under contract with the Company.
9.4 The restrictions contained in Clauses 9.2 and 9.3 shall apply
for a period of 12 months, if the Appointment is terminated
(for whatever reason) within 12 months of the Commencement
Date, and thereafter shall apply for a period of 6 months from
the termination of the Appointment (howsoever caused).
9.5 The restrictions contained in this Clause 9 are separate and
severable and enforceable accordingly and considered
reasonable by the Parties (the Executive acknowledging the
legitimate need for the Company to protect its business
interests) but in the event that any such restriction shall be
found or held to be void in circumstances where it would be
valid if some part thereof were deleted or the period or
distance of application reduced, then the Parties agree that
such restriction shall apply with such modification as may be
necessary to make it valid and effective.
9.6 The decision of the Board as to whether or not any particular
business is such a similar business as to fall within the
provisions of this Clause shall be final and conclusive and
binding on the Executive.
10. DEDUCTIONS
The Company has the right to deduct from the Executive's pay, any sums
which the Executive may owe the Company including, without limitation,
any overpayments or loans made to the Executive by the Company, or
losses (including any loss resulting from damage or loss of the
Executive's Company car) suffered by the Company as a result of the
Executive's negligence or breach of Company rules.
11. POSITIVE WORK ENVIRONMENT
In order that the Company may maintain a positive work environment for
all employees, the Executive is required not to engage in or permit any
fellow employee to engage in any sexual, racial or other harassment of
or unlawful discrimination against any person (whether or not a Company
employee) during the Appointment in line with the Company policy on sex
and race discrimination from time to time. The Company is an equal
opportunities employer.
12. SAFETY POLICY STATEMENT
The Company operates a health and safety policy, a copy of which has
been given to the Executive. The Executive is required to ensure that
he adheres to the requirements of this policy (as amended from time to
time).
13. CHANGES TO THE CONTRACT
13.1 The Company reserves the right to make reasonable changes to
any of the terms of this Agreement.
13.2 The Executive shall be notified of minor changes of detail by
way of written notice, and only such changes take effect from
the date of the notice.
13.3 The Executive shall be given not less than one month's written
notice of any significant changes, and is entitled to consult
with the Company on the terms of such changes. The changes
will be deemed to be accepted by the Executive unless the
Company is notified in writing of any objections before the
expiry of the notice period.
14. OTHER AGREEMENTS
The Executive acknowledges and warrants that this Agreement supersedes
any earlier agreement as to service and there are no other agreements,
whether written oral or implied, between the Company and the Executive
relating to the employment of the Executive other than those set out in
this Agreement.
15. GENERAL
15.1 All communications between the Parties with respect to any of
the provisions of this Agreement shall be sent to the
addresses set out in this Agreement, or to such other
addresses as may be notified by the Parties for the purpose of
this Clause, by pre-paid registered or recorded delivery post
or facsimile transmission or other electronic means of written
communication, with confirmation by letter given by the close
of business on the next following business day. Any
communication to the Company shall be marked "For the
attention of the Company Secretary".
15.2 Communications which are sent or despatched as set out below
shall be deemed to have been received by the addressee as
follows:-
by post - 2 business days after despatch;
facsimile transmission or other electronic means of written
communication - on the business day next following the day on
which the communication was sent.
15.3 In proving service by post it shall only be necessary to prove
that the communication was contained in an envelope which was
duly addressed, stamped and posted by registered or recorded
delivery post. In proving service by facsimile transmission or
other electronic means of written communication, proof of
service will be accepted on proof of posting of the
confirmatory letter.
15.4 For the purpose of Clauses 15.1 and 15.2 a "business day"
means a day on which the clearing banks in the City of London
are open for business and "business hours" means between the
hours of 09.00 and 18.00 local time.
15.5 The Schedule contains the particulars of the terms of
employment of the Executive required by the Employment Act.
15.6 The construction, validity and performance of this Agreement
is governed by the laws of England and the Parties agree to
submit to the sole and exclusive jurisdiction of the English
Courts.
EXECUTED AS A DEED by the Parties or their duly authorised representatives on
the date set out at the head of this Agreement.
THE SCHEDULE
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1. NAME OF COMPANY
---------------
Easy I P Limited
2. NAME OF EXECUTIVE
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Xxx Xxxxxx Xxxx
3. PERIOD OF EMPLOYMENT
--------------------
A period of employment with a previous employer does not, for the
purpose of the Employment Act, form part of the continuous period of
service of the Executive with the Company. For the purpose of the
Employment Act, the date upon which the Executive's continuous period
of service began is [ ]
4. COMMENCEMENT DATE
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5. JOB TITLE
---------
Managing Director
6. NOTICE PERIOD
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See Clause 2.2
7. REMUNERATION
------------
See Clause 5.1
8. INTERVALS OF REMUNERATION
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Monthly
9. HOLIDAYS
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The Executive is, in addition to statutory holidays, entitled to 25
working days holiday every calendar year and a rateable proportion for
a part of a calendar year as calculated in accordance with Clause 6.4,
all such days' holiday to be taken at such time or times as shall be
convenient to the Company. On the termination of the Appointment, the
entitlement of the Executive to holiday pay shall be calculated
rateably on the above basis.
10. SICK PAY
--------
Subject to Clause 8, there are no terms and conditions relating to
incapacity for work due to sickness or injury. Any entitlement to
payment during absence from work in other circumstances is at the
discretion of the Board.
11. PENSIONS
--------
A contracting-out certificate under the Social Security Pensions Act
1975 is [not] in force in respect of the Appointment.
There is no company pension scheme in which the Executive will
participate by virtue of the Appointment.
12. GRIEVANCE PROCEDURE
-------------------
The Executive should refer any grievance about the Appointment, or
about any decision relating to him, to the Board by giving written
notice. The reference will be dealt with by a majority present at the
relevant Board Meeting whose decision shall be final.
13. DISCIPLINARY RULES
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There are no disciplinary rules relating to the Appointment other than
those expressly stated.
14. TERMS AND CONDITIONS RELATING TO HOURS OF WORK
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The hours of work of the Executive shall be such hours as may be
requisite for the proper discharge of his duties in respect of this
Appointment.
15. PLACE OF WORK
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[ ]
SIGNED AS A DEED by )
LIMITED )
---------------------------------------
acting by a director and its )
secretary or by two directors )
Director
Secretary/Director
SIGNED AS A DEED by )
XXX XXXXXX REAY )
---------------
in the presence of:- )
GRIEVANCE AND DISCIPLINARY PROCEDURES
1. GRIEVANCE PROCEDURE
1.1 If you have any grievance relating to your employment you
should raise the matter initially with the Board of Directors
you may be required to put any such grievance in writing.
1.2 Having enquired into your grievance the Board of Directors
will discuss it with you and will then notify you of its
decision.
1.3 If the decision of the Board of Directors is not acceptable
you may then refer the matter in writing to the Group Board of
Directors whose decision will be final and binding.
1.4 When stating grievances you may be accompanied by a fellow
employee of your choice.
1.5 If you believe that you are being sexually or racially
harassed or the victim of some other form of harassment or
unlawful discrimination, you should report any incident(s) to
the Board of Directors who will investigate and resolve the
matter quickly and in confidence.
2. DISCIPLINARY PROCEDURES
2.1 The purpose of the disciplinary procedures is to ensure that
the Company behaves fairly towards all its employees in
investigating and dealing with alleged instances of
unacceptable conduct or performance. Accordingly, the Company
reserves the right to depart from the precise requirements of
its disciplinary procedure specified below where it is
expedient to do so and where the resulting treatment of the
employee is no less fair. The procedure will only apply to
employees who have successfully completed their probationary
periods.
2.2 All cases of disciplinary action under these procedures will
be recorded and placed in the Company's records. A copy of the
Company's relevant record will be supplied at your request.
2.3 Offences under the Company's disciplinary procedures fall into
3 categories namely:
misconduct
gross misconduct
incapability
2.4 The following steps will be taken, as appropriate, in all
cases of disciplinary action:
2.4.1 INVESTIGATION: No action will be taken before a
proper investigation has been undertaken by the
Company relating to the circumstances of the matter
complained of. If appropriate, the Company may by
written notice suspend you for a specified period
during which time such an investigation will be
undertaken. If you are so suspended your contract of
employment will be deemed to continue together with
all your rights under your contract including the
payment of salary, but during the period of
suspension you will not be entitled to access to any
of the Company's premises except at the prior request
or with the prior consent of the Company and subject
to such conditions as the Company may impose. The
decision to suspend you will be notified to you by
the Board of Directors and confirmed in writing.
2.4.2 DISCIPLINARY HEARINGS: If the Company decides to hold
a disciplinary hearing relating to the matter
complained of, you will be given details of the
complaint against you at least three working days
before any such disciplinary hearing. At any
disciplinary hearing you will be given an opportunity
to state your case. You may also be accompanied by a
fellow employee of your choice. No disciplinary
penalty will be imposed without a disciplinary
hearing.
2.4.3 APPEALS: You have a right of appeal at any stage of
the disciplinary procedures to the Group Board of
Directors. You should inform the Group Board of
Directors in writing of your wish to appeal within
five working days of the date of the decision which
forms the subject of your appeal.
The Group Board of Directors will conduct an appeal
hearing as soon as possible thereafter at which you
will be given an opportunity to state your case and
will be entitled to be accompanied by a fellow
employee of your choice.
The decision of the Group Board of Directors will be
notified to you in writing and will be final and
binding.
2.5 MISCONDUCT
2.5.1 The following offences are examples of misconduct:
Bad time keeping
Unauthorised absence
Minor damage to Company property
Minor breach of Company rules
Failure to observe Company procedures
Abusive behaviour
Sexual or racial harassment
These offices are not exclusive or exhaustive and
offences of a similar nature will be dealt with under
this procedure.
2.5.2 The following procedure will apply in cases of
alleged misconduct:
FIRST WARNING: This will be given by the Board of
Directors and may be oral or written according to the
circumstances. In either event, you will be advised
that the warning constitutes the first formal stage
of this procedure. If the warning is verbal, a note
that such a warning has been given will be placed in
the Company's records.
FINAL WARNING: this will be given by the Board of
Directors and confirmed to you in writing. This
warning will state that, if you commit a further
offence of misconduct during the period specified in
it, your employment will be terminated.
DISMISSAL: The decision to dismiss you will not be
taken without reference to the Group Board of
Directors and will be notified to you in writing.
2.6 GROSS /MISCONDUCT
2.6.1 The following offences are examples of gross misconduct:
Theft or unauthorised possession of any property or
facilities belonging to the Company or any employee
Serious damage to Company property
Falsification of reports, accounts, expense claims or
self-certification forms
Refusal to carry out duties or reasonable
instructions
Intoxication by reason of drink or drugs
Having alcoholic drink or illegal drugs in your
possession, custody or control on the Company's
premises
Serious breach of Company rules
Violent, dangerous or intimidatory conduct
Sexual, racial or other harassment of a fellow
employee
These examples are not exhaustive or exclusive and
offences of a similar nature will be dealt with under
this procedure.
2.6.2 Gross misconduct will result in immediate dismissal
without notice or pay in lieu of notice. The decision
to dismiss will not be taken without reference to the
Group Board of Directors Dismissal will be notified
to you in writing.
2.7 INCAPABILITY
2.7.1 The following are examples of incapability:
Poor performance
Incompetence
Unsuitability
Lack of application
These examples are not exhaustive or exclusive and
instances of a similar nature will be dealt with
under this procedure.
2.7.2 The following procedure will apply in cases of
incapability:
FIRST WARNING: this will be given by the Board of
Directors and will be confirmed to you in writing.
This warning will specify the improvement required
and will state that your work will be reviewed at the
end of a period of one month after the date of the
warning
FINAL WARNING: this will be given by the Board of
Directors and confirmed to you in writing. This
warning will state that unless your work improves
within a period of one month after the date of the
warning your employment will be terminated.
DISMISSAL: The decision to dismiss you will not be
taken without reference to the Group Board of
Directors Dismissal will be notified to you in
writing.
2.8 UNSATISFACTORY SICKNESS RECORD
2.8.1 The following are examples of unsatisfactory
attendance: long-term absence due to injury or
sickness; frequent short-term absence due to minor
ailments
2.8.2 In appropriate circumstances, the Company may require
you to be:
(a) examined by an independent medical
practitioner of its choosing. In this event,
you agree to co-operate with such a request
and to permit the medical practitioner to
discuss with the Company the findings of his
examination and his prognosis for your
future recovery; and/or
(b) interviewed by a representative of the
Company (at your home, if necessary) if
there is a possibility, in the Company's
opinion, that your absence is wholly or
partly due to a personal or domestic
difficulty or there are other circumstances
with which the Company might be able to
assist you.
The findings of the medical practitioner and/or the
Company's representative will be taken into account
when the Company considers the kind of action, if
any, which it will take against you in respect of
your absence from work.
2.8.3 If appropriate, after such examination/interview, you
may be given a first warning by which will be
confirmed to you in writing. This warning will
specify a period, the length of which (usually,
between one and six months) will depend upon your
particular health or welfare difficulties:
(i) over which your attendance will be monitored
by the Company and a specified measure of
improvement will be required of you; or
(ii) at the end of which you will be expected to
have returned to work.
2.8.4 If appropriate at the end of such period, you may be
required to undergo another examination and/or
interview the results of which the Company will take
into account when it considers the kind of action, if
any, which it is appropriate to take against you.
2.8.5 Such action may include:
(a) the removal or reduction in your entitlement
to Company holiday; and/or
(b) the issue of a final warning by the Board of
Directors which will be confirmed to you in
writing and will specify a further period
over which your attendance will be monitored
and the level of improvement expected of you
during such period. This warning will state
that failure to show the necessary
improvement within the specified period will
result in your dismissal; or
(c) your dismissal on notice if concludes,
following your medical examination, that you
are not likely to be fit to return to work
in the foreseeable future and that, in all
the circumstances, the needs of its business
render it impracticable to await further
your return to health or fitness.
2.8.6 The decision to dismiss you will not be taken without
reference to the Group Board of Directors and will be
notified to you in writing.
2.9 Subject to satisfactory performance and conduct any warning
under these procedures will be removed from the Company's
records after two years.
