- Appointment
- Subject to the remaining provisions of this letter, your appointment is for an initial term of four years commencing on [ date ] unless terminated earlier by either party giving to the other party one month’s written notice.
- Your appointment is subject to the Constitution
- Continuation of your contract of appointment is also contingent on satisfactory performance and any relevant statutory provisions relating to the removal of a director.
- Any term renewal is subject to board review and AGM re-election. Notwithstanding any mutual expectation, there is no right to re-nomination by the board after any four-year period. If you are not re-elected as a director, or you are retired from office under the Constitution, your appointment shall terminate automatically, with immediate effect and without compensation.
- You may be required to serve on one or more committees of the board. You will be provided with the relevant terms of reference on your appointment to such a committee.
- Notwithstanding paragraphs 1.1–1.5, we may terminate your appointment with immediate effect if you:
(a) commit a material breach or do not meet your duties outlined in (2) and (3) and obligations (under this letter; or
(b) commit any serious or repeated breach or non-observance of your obligations to the Association (which include an obligation not to breach your duties to the Association, whether statutory, fiduciary or common-law); or
(c) are guilty of any fraud or dishonesty or acted in a manner which, in the opinion of the Association acting reasonably, brings or is likely to bring you or the Association into disrepute or is materially adverse to the interests of the Association; or
(d) are convicted of any arrestable criminal offence [other than an offence under road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed]; or
(e) are declared bankrupt or have made an arrangement with or for the benefit of your creditors; or
(f) are disqualified from acting as a director. - On termination of your appointment, you shall at the request of the Association resign from your office as a director of the Association.
- If there are matters which arise which cause you concern about your role you should discuss them with the Chairman. If you have any concerns which cannot be resolved, and you choose to resign for that, or any other, reason, you should provide an appropriate written statement to the Chairman for circulation to the Board.
2. Time commitment
- You will be expected to devote such time as is necessary for the proper performance of your duties. Unless urgent and unavoidable circumstances prevent you from doing so, it is expected that you will attend the meetings outlined below:
scheduled board meetings
• the AGM
• any EGMs that may be called by the Board or as required by the Constitution - The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time and ad hoc matters which may arise from time to time, and particularly when the Association is undergoing a period of increased activity.
- At certain times it may be necessary to convene additional Board or committee meetings.
- By accepting this appointment you undertake that, taking into account all other commitments you may have, you are able to, and will, devote sufficient time to your duties as a director.
3. Duties
- 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.
- You will exercise your powers in your role as a director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the UK Corporate Governance Code and associated guidance1 and the UK Listing Authority’s Listing, Prospectus, and Disclosure and Transparency Rules.
- 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:
“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 foster 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.” - In your role as director you will be required to: [individual responsibilities to be inserted according to the post]
- You will be required to exercise relevant powers under, and abide by, the Association’s Constitution.
- You will be required to exercise your powers as a director in accordance with the Association’s policies and procedures.
- 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.
- You will immediately report to the Chairman your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or director of which you become aware.
- 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 Association.
4. Remuneration and expenses
- The Association will reimburse you for all reasonable, pre-agreed and properly-documented expenses you incur in performing the duties of your office. The procedure and other guidance in respect of expense claims is set out in the Expenses Policy.
- On termination of the appointment you shall only be entitled to such fees as may have accrued to the date of termination, together with reimbursement in the normal way of any expenses properly incurred prior to that date.
5. Outside interests
- You have already disclosed to the board the significant commitments you have outside this role. You must inform the CEO or Chairman in advance of any changes to these commitments. In certain circumstances the agreement of the board may have to be sought before accepting further commitments which either might give rise to a conflict of interest or a conflict of any of your duties to the Association, or which might impact on the time that you are able to devote to your role at the Association.
- It is accepted and acknowledged that you have business interests other than those of the Association and have declared any conflicts that are apparent at present. In the event that you become aware of any further potential or actual conflicts of interest, these should be disclosed to me and the Association Chairman or Secretary as soon as they become apparent and, again, the agreement of the Board may have to be sought.
6. Confidentiality
- You acknowledge that all information acquired during your appointment is confidential to the Association and should not be released, communicated, nor disclosed either during your appointment or following termination (by whatever means), to third parties without prior clearance from the Chairman or the bsoard of Directors.
- This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally.
- You acknowledge the need to hold and retain Association information (in whatever format you may receive it) under appropriately secure conditions.
- You hereby waive all rights arising by virtue of Chapter IV of Part I of the Copyright Designs and Patents Act 1988 in respect of all copyright works created by you in the course of performing your duties hereunder.
7. Review process
- The performance of individual directors and the whole Board and its committees is evaluated annually.
8. Training
- On an ongoing basis, and further to the annual evaluation process, we will make arrangements for you to develop and refresh your skills and knowledge in areas which we mutually identify as being likely to be required, or of benefit to you, in carrying out your duties effectively. You should make yourself available for any relevant training sessions which may be organised for the board, with Safeguarding and other compliance training a mandatory requirement.
9. Insurance and indemnity
- The Association has directors’ and officers’ liability insurance in place and it is intended to maintain such cover for the full term of your appointment. You have been informed of the current indemnity limit, on which the board is updated from time to time. Other details of the cover are available from the CEO.
- You will also be granted a deed of indemnity by the Association.
10. Changes to personal details
- You shall advise the CEO promptly of any change in address or other personal contact details.
11. Return of property
- Upon termination of your appointment with the Association (for whatever cause), you shall deliver to the Association all documents, records, papers or other company property which may be in your possession or under your control, and which relate in any way to the business affairs of the Company, and you shall not retain any copies thereof.
12. Non-compete clause
- By countersignature of this letter and in consideration for the fees payable to you under the terms of this letter, you now agree that you will not (without the previous consent in writing of the Association), for the period of six months immediately after the termination of your office, whether as principal or agent and whether alone or jointly with, or as a director, manager, partner, shareholder, employee or consultant of, any other person, carry on or be engaged, concerned or interested in any business which is similar to or competes with any business being carried on by the Association.
13. Data protection
- By signing this letter you consent to the Association holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as and when appropriate:
(a) information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness to perform your duties;
(b) information about you that may be relevant to ensuring equality of opportunity and treatment in line with the Company’s equal opportunities policy and in compliance with equal opportunities legislation; and
(c) information relating to any criminal proceedings in which you have been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties. - You consent to the transfer of such personal information to other offices the Association may have or to other third parties, for administration purposes and other purposes in connection with your appointment, where it is necessary or desirable for the Association to do so.
- You will comply at all times with the Association’s data protection policy.
14. Rights of third parties
- The Contracts (Rights of Third Parties) Act 1999 shall not apply to this letter. No person other than you and the Association shall have any rights under this letter and the terms of this letter shall not be enforceable by any person other than you and the Association.
15. Law
- Your engagement with the Association is governed by and shall be construed in accordance with the laws of the United Kingdom and your engagement shall be subject to the jurisdiction of the courts of [country].
- This letter constitutes the entire terms and conditions of your appointment and no waiver or modification thereof shall be valid unless in writing and signed by the parties hereto.