Private and Confidential
Please use headed paper of company, if available.
To: [Insert name of non-exec being appointed]
[Insert address line 1]
[Insert address line 2]
[Insert post code]
Dear [Insert Individual’s name],
Letter of Appointment
The board of directors (“the Board”) of [Insert name of Company] (“Company”) is pleased to hear that you have accepted our offer to join the Board as an independent non-executive director.
By accepting this appointment, you agree that this letter is a contract for your independent services and is not a contract of employment, and you also confirm that you are not subject to any restrictions which prevent you from holding office as a non-executive director.
- 2.1 Your appointment will be for an initial period commencing and ending on the dates set out in the Schedule to this agreement (“the Term”).
- 2.2 Your appointment is subject to the Company’s Articles of Association, as they may be changed from time to time (“the Articles”), including any provision which says that you have to stand for re-election by shareholders during your Term.
When your Term comes to an end your appointment will end automatically, straightaway and without compensation. This applies whether your Term stops because the shareholders do not confirm your re-appointment, or you have to step down under the Articles, or because you are removed as a non-executive director because you do not comply with the terms of this agreement. At that time, if the Company asks you to, you will resign from your office as director of the Company and any other roles you hold in any of the Company’s group companies. You must also immediately return to the Company all documents, or other property belonging to the Company which you possess, or have access to, and you can’t keep any copies of those documents.
- 2.3 The Company may terminate your appointment straightaway if you have:
- (a) committed a significant breach of your responsibilities under this agreement;
- (b) been guilty of any fraud or dishonesty or acted in any manner which, in the Company’s opinion, damages the reputation of the Company or is significantly damaging to the Company’s interests;
- (c) been convicted of a criminal offence except for a road traffic offence for which no imprisonment is imposed;
- (d) been declared bankrupt or have made an arrangement with people you owe money to, to re-schedule or defer your debts;
- (e) been disqualified from acting as a director by law; or
- (f) not complied with the Company’s anti-corruption and bribery policy and procedures or the piece of legislation called the Bribery Act 2010.
- 3.1 You will be expected to provide as much of your time as is needed for the full performance of your responsibilities. Overall, we anticipate that you will spend a minimum of the number of days a month described in the Schedule on work for the Company. This will include attendance at monthly Board meetings, the AGM, meetings with other non-executive directors, meetings with shareholders, and meetings forming part of the Board evaluation process. In addition, you will need to consider all Company papers given to you before each meeting. Unless urgent and unavoidable circumstances prevent you from attending, it is expected that you will attend all the meetings outlined in this paragraph.
- 3.2 You may need to provide additional time to the Company in respect of preparation time and one-off matters which may arise.
- 3.3 By accepting this appointment, you agree that, taking into account all your other commitments, you are, and will continue to have, enough time to carry out your responsibilities effectively.
Also included in this document
4. Role and Duties
5. Fees and Expenses
6. Outside Interests
8. Insurance Protection
9. After the Term
11. The Law which Applies and Disputes