This schedule records the terms on which an appointee will serve as a non-executive director of Southern Water Services Limited (the 'Company').
1.1 Your appointment will commence on [date] and will continue, subject to the Company’s Articles of Association, as varied from time to time (the 'Articles'), until [date] or earlier termination in accordance with paragraph 4 below.
1.2 You will hold office in accordance with the Articles and, in particular, your appointment is as an Independent Director, as therein defined.
2.1 In return for your services as a non-executive director, you will be entitled to a flat fee at the rate of £[ ] per annum before deductions. This fee will cover all duties as agreed with the Chairman, will accrue from day to day, and will be payable monthly.
2.2 You will be entitled to be paid or reimbursed all such reasonable expenses as you incur in the proper performance of your duties, subject to you providing such receipts or other appropriate evidence as the Company reasonably requires.
3.1 Your responsibilities as a non-executive director will entail such duties in connection with the business of the Company as are agreed from time to time and will include:
3.1.1 membership of the board of directors of the Company ('the Board') and its Committees to which you are appointed, and attendance at all meetings of the Board and such Committees unless unavoidably prevented from attending. You will be expected to consider the Board and Committee papers in advance of each meeting;
3.1.2 bringing independent judgement to bear on issues of strategy, performance, resources and standards of conduct;
3.1.3 sharing responsibility with the other directors for the effective control and development of the Company; and
3.1.4 discharging the other duties and responsibilities of a director with care and skill.
3.2 You undertake that you will commit such time (not being less than 24 days per annum) as is necessary for the proper discharge of duties as a non-executive director of the Company.
3.3 The Company will give you reasonable notice of the dates of all meetings of directors or shareholders which you are required to attend and will forward the relevant papers to you in good time before the meeting.
3.4 The Company will provide you with such facilities and assistance, including site visits, copies of principal business documents and meetings with key executives, as is reasonably necessary and agreed between you and the Company in the connection with the performance of your duties.
3.5 For the avoidance of doubt, you will not be an employee of the Company and will not fulfil any executive role.
4.1 Your appointment may be terminated by either the Company giving to you or by you giving to the Company three months notice in writing.
4.2 Your appointment will terminate immediately if:
4.2.1 you are removed as a director by resolution passed at a general meeting of the Company;
4.2.2 you vacate office pursuant to any other provision of the Articles or as a result of any legal or regulatory requirement;
4.2.3 you are convicted of any criminal offence (excluding minor road traffic offences);
4.2.4 you breach the terms of this appointment (where the breach is not capable of remedy) or you fail or refuse to carry out your duties as required by this letter; or
4.2.5 you are guilty of gross misconduct or act in any way which, in the opinion of the Board, may bring the Company into disrepute or discredit.
4.3 Upon termination of this appointment for any reason, you will resign with immediate effect from your office as a director of the Company and from all other appointments or offices which you hold as nominee or representative of the Company.
5.1 It is understood that you have business interests other than those of the Company. However, it is expected that you would not hold or accept any appointment, or have or acquire any interest, which might involve a direct or indirect conflict of interest between the Company and any of those other appointments or interests which you have. You confirm that you have disclosed all such appointments and interests to the Company prior to acceptance of this appointment as a non-executive director of the Company.
5.2 If in future you anticipate that any such conflict of interest might arise, you will immediately disclose this to the Board, which may require such further information as is reasonable. If any such conflict does in fact arise, you will immediately disclose this to the Board and abide by any decisions taken by the Board in this respect.
5.3 During the term of your appointment, you will comply with any Company codes of conduct or policies relevant to your position as a director.
6.1 During your appointment, you will have access to confidential information relating to the business, finances, products, transactions, investment programme, secrets and affairs ('Confidential Information') of the Company, and its customers, clients and suppliers. Unauthorised disclosure of this information could seriously damage the Company. You therefore undertake:
6.1.1 not to use or disclose Confidential Information, whether during or after the term of this appointment, except in pursuance of your duties or in accordance with any law, the requirements of any regulatory authority or court order;
6.1.2 that, on termination or expiry of your appointment, you will surrender and deliver up to the Company all documents and records in your possession containing Confidential Information.
6.2 During your appointment as a director of the Company, you may have access to Confidential Information of Greensands Holdings Limited and its subsidiary companies and your undertakings in this paragraph 6 similarly apply to such Confidential Information.
7.1 The Company warrants to you that:
7.1.1 all filings, notifications and returns required by law and the requirements of any regulatory authority have been made; and
7.1.2 all necessary resolutions of the Board and formalities required by law or any regulatory authority for your appointment as a director and the entry of the Company into this letter of appointment have been passed or otherwise complied with.
7.2 The Company undertakes to you that:
7.2.1 the appropriate filings and notifications in connection with your appointment will be made within the relevant time limits;
7.2.2 the Company will (so far as it lawfully may do so) indemnify you in respect of liabilities incurred by you in the exercise of or in connection with this appointment and you will be covered by the Company’s directors’ and officers’ insurance from time to time.
8.1 You agree that the terms of your appointment shall be governed by and interpreted in accordance with English law. You agree to submit to the exclusive jurisdiction of the English courts but acknowledge that this agreement may be enforced by the Company in any court of competent jurisdiction.
8.2 In the event that you need to disclose information to the Board, to seek clarification of any aspect of your responsibilities as a director or to seek prior authorisation of expenses for which you will claim reimbursement, you should notify the Company Secretary at the above address.
8.3 In the event that you consider it necessary in the course of your duties as a director of the Company to seek independent legal advice, you should consult with the Company Secretary at the above address before incurring any liability.