POL00362990
POL00362990
27 September 2011
Dear Neil
Non-Executive Director of Post Office Ltd
I am writing to confirm the terms of your appointment as Senior Independent
Director of Post Office Ltd (registered no 2154540) “the Company.
1. Term of Appointment
(a) You shall serve the Company as Senior Independent Director for a four-
year period from 22") September 2011 subject to annual review and
notice. In this connection, the terms and conditions of your appointment
are set out below, it being agreed that this is a contract for services and
not a contract of employment.
(b) Your appointment is subject to the provisions of the Articles of Association
of the Company.
2. Remuneration
You will be paid, monthly in arrears for your services during your term of your
appointment as Non executive director, fees totalling £50,000 per annum or such
higher amount as the Company may from time to time determine and notify to you in
writing.
3. Expenses
Subject to the Articles, the Company shall reimburse you for all reasonable
travelling, hotel and incidental expenses, which you may incur in performing your
duties.
Ge
www.postoffice.co.ul:
Post Office Ltd is registered in England and Wales. Registered No. 2154540, Registered Office 148 Old Street, London, EC1V 9HQ.
Post Office and the Post Office logo are registered trade marks of Post Office Ltd.
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4. Powers and Duties
(a) You shall exercise such powers and perform such duties as are appropriate to
your role as Senior Independent Director of the Company.
(b) You shall comply with all reasonable directions from, and all regulations of, the
Company including, without limitation, regulations with respect to confidentiality,
dealings in shares and notifications required to be made by a director to the
Company or any other regulatory body under the Companies Acts, the Articles or
any other regulations of the Company. You will also observe the terms and
conditions of the City Code on Takeovers and Mergers and the rules of the UK
Listing Authority.
5. Confidential Information
(A) You shall not, either during the term of your appointment as a director or
thereafter:
(i) use to the detriment or prejudice of the group of companies of which
Royal Mail Holdings plc is the ultimate parent ("the Group”) or divulge or
communicate to any person any trade secret or any other confidential
information concerning the business or affairs of the Company or the
Group (except to employees or directors of the Group whose province it is
to know the same) which may have come to your knowledge during the
term of your appointment; or
use for your own purpose or for any other purposes other than those of
the Group any information or knowledge of a confidential nature, which
you may from time to time acquire in relation to any member of the
Group. This restriction shall cease to apply to any information or
knowledge, which may come into the public domain (except through your
default).
(ii
Post Office Limited, 148 Old Street, London, EC1V SHQ
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(B) During the term of your appointment as a director, you shall not be or become a
director or employee or agent of any enterprise, or have or acquire any material
financial interest in any enterprise, which competes or is likely to compete or has a
significant business relationship with any member of the Group without the prior
consent of the Royal Mail Holdings pic Board in writing (such consent not to be
unreasonably withheld or delayed).
6. Directors’ and Officers’ Insurance
Royal Mail Holdings plc has taken out insurance cover on behalf of the Group for
directors’ and officers’ liabilities. Full details of this cover can be obtained from the
Company Secretary.
7. Termination of Appointment
Your appointment shall terminate on the earliest of:-
(a) on the date of expiry of the period specified in clause 1(a);
(b) your ceasing to be a director for any reason pursuant to the Articles or
any other applicable law.
8. Return of Papers
You shall promptly whenever requested by the Company and in any event upon
your ceasing to be a director of the Company deliver up to the Company all lists of
clients or customers, correspondence and all other documents, papers and records
which may have been prepared by you or have come into your possession as a
director of the Company. You shall not retain copies. Title and copyright therein
shall vest in the Company.
Post Office Limited, 148 Old Street, London, EC1V 9HQ
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9. Conflicts of Interest
The Company acknowledges that you may have business interests other than those
of the Company. The Company has agreed that there are no conflicts apparent at
present.
In the event that you become aware of any potential conflicts of interest, you would
need to disclose these to the Chairman and Company Secretary as soon as they
become apparent; should a conflict arise during a Board discussion, you would need
to declare this interest to the Board and if necessary withdraw from that discussion.
* The Board has determined you to be ‘independent’ according to the provisions of
the Combined Code.
10. Review Process
The performance of individual directors and the whole Board and its Committees is
formally evaluated annually. If in the interim, there are any matters which cause you
concern about your role you should discuss them with the Chairman or the
Company Secretary as soon as is appropriate.
“pawenr tyons
Company Secretary
I accept th the terms of of appointment as set out above.
Post Office Limited, 148 Old Street, London, EC1V 9HQ