Non-Executive Terms of Reference
Dear ,
I write to confirm your appointment as a non executive director of Signet Group plc (the "Company"), with effect from [ ]. I set out below the terms of your appointment.
- Definitions
In this letter:- 1.1. "Articles" means the articles of association of the Company from time to time;
- 1.2. "Board" means the board of directors of the Company from time to time;
- 1.3. "Combined Code" means the principles of good governance and code of best practice prepared by the Committee on Corporate Governance which is appended to the Listing Rules;
- 1.4. "Group" means the Company and any subsidiary or subsidiary undertaking of the Company from time to time (both as defined in the Companies Act 1985, as amended);
- 1.5. "Listing Rules" means the Listing Rules published by the UK Listing Authority;
- 1.6. "London Stock Exchange" means London Stock Exchange plc;
- 1.7. "Model Code" means the model code on directors' dealings in securities set out in the appendix to Chapter 16 of the Listing Rules.
- Term of Appointment
- 2.1. Your appointment is subject to the provisions of the Articles regarding appointment, fees, expenses, retirement, disqualification and removal of directors and will terminate forthwith without any entitlement to compensation if:
- 2.1.1you are not re-elected at an Annual General Meeting of the Company at which you retire and offer yourself for re-election in accordance with the Articles; or
- 2.1.2you are required to vacate office for any reason pursuant to any of the provisions of the Articles; or
- 2.1.3you are removed as a director or otherwise required to vacate office under any applicable law.
- 2.2.It is anticipated that your appointment as a non executive director will commence on [ ] and will initially be until the next Annual General Meeting of the Company and thereafter until you next stand for re-election. The Board may agree with you in writing that you will serve as a director until a later date than that date. This is subject to the above, to continued satisfactory performance by you, and to the annual review as set out in clause 9.
- Duties
- 3.1. You will be expected to devote such time as is necessary for the proper performance of your duties, which is likely to be at least [20] days per year. You will have all the usual duties of a non executive director under English law, including attendance at board meetings, meetings of non executive directors, the annual general meeting and other Board events such as site visits, together with such additional duties as may be agreed with the Board, and which may relate to the business of the Company or any other member of the Group. You will be required to serve on such Committees as the Board may request, including but not limited to Audit, Remuneration and / or Nomination. In addition, you will be expected to devote appropriate preparation and travel time ahead of each meeting. In carrying out your duties, you shall have particular regard to the provisions of the Combined Code.
- 3.2. By accepting this appointment you undertake that, taking into account all other commitments you may have, you are able to devote sufficient time to properly discharge your duties as a non-executive director of the Company.
- 3.3. If you are required to spend substantially longer than the likely time commitment set out in clause 3.1. on your duties, the Company may at its sole and absolute discretion make one or more specific payments to you (subject to any limits on directors' fees contained in the Articles) in addition to the fees set out in clause 7 of this letter, which will be subject to any deductions which the Company may be required to make including in respect of tax and national insurance contributions.
- 3.4. You will be expected to faithfully, efficiently, competently and diligently perform your duties and exercise such powers in your role as a non-executive director having regard in particular to the Combined Code, the guidance on the liability of non-executive directors set out in Schedule B to the Combined Code and the guidance on the role of non-executive directors also attached to the Code.
- 3.5. During the continuance of your appointment you shall:
- 3.5.1have particular regard to the key elements of the non-executive directors' role as set out in the Combined Code in so far as they apply to the Company;
- 3.5.2to the best of your ability, attend all meetings of the Board and of committees of the Board of which you are a member;
- 3.5.3use your reasonable endeavours to promote and extend the interests and reputation of the Group, including assisting the Chairman and the Board in relation to public and corporate affairs and promotion of the success of the Company in general through application of your particular knowledge, skill and experience;
- 3.5.4promptly declare, so far as you are aware, the nature of any interest, whether direct or indirect, in any contract or proposed contract entered into by any member of the Group;
- 3.5.5 comply where relevant with any rule of law or regulation of any competent authority or of the Company, including the Code for Securities Transactions, for dealing in securities of the Company, from time to time in force in relation to dealing in shares, debentures and other securities of the Company and unpublished price sensitive information affecting the shares, debentures or other securities of the Company;
- 3.5.6 comply with all reasonable requests, instructions and regulations made or given by the Board (or by any duly authorised committee thereof) and give to the Board such explanations, information and assistance as the Board may reasonably require; and
- 3.5.7 observe the rules and provisions of The City Code on Take-Overs and Mergers and the Listing Rules.
- Induction and Provision of Information
- 4.1.Following your appointment, the Board will provide an induction programme. The Company will also arrange meetings with management as well as meetings with the advisors of the Company.
- 4.2. In the event that you require further information or advice in relation to the Company, including in relation to compliance with applicable rules and regulations, during the course of your appointment, you should contact the Company Secretary.
- 4.3. During the course of your appointment, you will be expected, if necessary, to update your skills and knowledge for the purposes of fulfilling your role as a non executive director of the Company. In such circumstances the Company will assist you in this and will devote reasonable time and resources to allow you to do this. You should contact the Company Secretary if you have any queries in relation to professional development.
- Confidential Information
- 5.1. You agree that both during and after your time as a director of the Company, you will not use for your own or another's benefit or disclose or permit the disclosure of any confidential information of any member of the Group. Confidential information shall include, without limitation, lists or details of customers, prices, discounts, mark ups, future business strategy, marketing, tenders, any price sensitive information and information concerning the Company's intellectual property portfolio and strategy.
- 5.2.The restrictions contained in this clause shall cease to apply to any confidential information which may (other than by reason of your breach of these terms) become available to the public generally.
- 5.3. You also agree during your appointment that you will not, other than for the benefit of the Company, make any notes, memoranda, electronic records, tape records, films, photographs, plans, drawings or any form of record relating to any matter within the scope of the business or concerning the dealings or affairs of the Group and will return any such items at any time at the request of the Board.
- Other Appointments and Interests
- 6.1. You confirm that you have notified the Board in writing of all your other directorships, appointments and interests, including any directorship, appointment or interest in a company, business or undertaking which competes or is likely to compete with the Company or any other member of the Group or which is a customer or supplier of any such company or which could otherwise potentially give rise to a conflict with your duties with the Company (a "competing interest").
- 6.2. You undertake that during the term of your appointment you will:
- 6.2.1 disclose any proposed new directorship or appointment to the Board, through the Chairman, before accepting it;
- 6.2.2 promptly notify in writing, in the first instance to the Chairman and subsequently to the Board, any subsequent changes to any such directorship or appointment or competing interest;
- 6.2.3 not acquire any new competing interest (except as the holder for investment of less than 3 per cent. of any class of securities quoted or dealt in on a recognised stock exchange) without the prior consent of the Board in writing. If you anticipate any possible conflict might arise you should discuss the matter with the Chairman in advance.
- Fees
You will be entitled to an annual fee at the rate of £[ ] per annum less any deductions which the Company may be required to make including in respect of tax and national insurance contributions. The fee will be payable in arrears by equal quarterly instalments. You will not be eligible for the grant of options or other incentives under any of the Company's share option schemes as part of your remuneration. - Expenses and Insurance
- 8.1. The Company shall reimburse to you all expenses reasonably incurred by you in the proper performance of your obligations under this letter provided that you supply receipts or other evidence of expenditure.
- 8.2. Your expenses may include professional fees if it is necessary in the furtherance of your duties for you to seek independent professional advice.
- 8.3. (provided that allegations of negligence, breach of duty or bad faith have not been made against you), subject to you having first consulted the Chairman or the lead non-executive director as appropriate. Any such payment by the Company would, of course, be subject to any applicable restriction under company law.
- 8.4. The Board intends to maintain appropriate directors' and officers' liability insurance cover for the full term of your appointment pursuant to this letter.
- Review
The performance of individual directors, and of the Board as a whole, will be evaluated annually. If, in the interim, there are any matters which cause you concern in relation to your role, you should raise them with the Chairman as soon as possible. - Termination of Appointment
On the termination of your appointment:- 10.1. you will at the request of the Company (where relevant) resign (in writing) from the office of director and you irrevocably authorise the Company as your attorney in your name and on your behalf to sign all documents and do all things necessary to give effect to this;
- 10.2. you will surrender to an authorised representative of the Company all correspondence, documents (including without limitation board minutes and board papers), copies thereof or other property of the Group made or received by you in the course of your directorship (whether before or after the date of this letter);
- 10.3. you hereby agree that you shall not be entitled to and shall not pursue any action or claim for compensation from the Company whether such termination occurs before or after the date of expiry of the period set out in paragraph ý2.2.
- Miscellaneous
- 11.1. Nothing in this letter shall create the relationship of employee and employer between you and the Company.
- 11.2.The agreement contained in this letter shall be governed by, and construed in accordance with, English law.
- Entire Agreement and Severability
- 12.1. This appointment letter represents the entire understanding, and constitutes the whole agreement, in relation to your appointment and supersedes any previous agreement between yourself and the Company with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom.
- 12.2. You confirm that:
- 12.2.1 in entering into the agreement constituted by this appointment letter you have not relied on any representation, warranty, assurance, covenant, indemnity, undertaking or commitment which is not contained in this appointment letter; and
- 12.2.2 in any event, without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement, the only rights or remedies in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with this appointment are under this appointment letter and, for the avoidance of doubt and without limitation, neither party has any right or remedy (whether by way of a claim for contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this appointment letter).
- 12.3. In the event that any part (including any sub clause or part thereof) of this appointment letter shall be void or unenforceable by reason of any applicable law, it shall be deleted and the remaining parts of this appointment letter shall continue in full force and effect and, if necessary, both parties shall use their best endeavours to agree any amendments to the appointment letter necessary to give effect to the spirit of this appointment letter.
- Notices
Any notice to be given under the terms of this letter shall, in the case of notice to the Company, be deemed to be given if left at or sent by first class post or facsimile transmission to the registered office for the time being of the Company and, in the case of notice to you, if handed to you personally or left at or sent by first class post or facsimile transmission to your last known address. Any such notice shall be deemed to be given at the time of its delivery or despatch by facsimile transmission or on the next following weekday (not being a public holiday) after it was posted.
Kindly confirm your agreement to the terms set out above by signing the endorsement on the enclosed copy of this letter in the presence of an independent adult witness who should also sign and add his or her full name, address and occupation. Please return the copy to me at the above address. In returning this letter duly signed, you agree that the Company may make this letter publicly available.
Yours sincerely,
Chairman
for and on behalf of
Signet Group plc
EXECUTED as a DEED
by
………………………………
in the presence of
……………………………… Witness Signature
……………………………… Full Name
……………………………… Address
………………………………
………………………………
……………………………… Occupation