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.