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Royal Mail
26 November, 2003
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Non-Executive Chairman of Royal Mail Holdings pic
1am writing to confirm the terms of your appointment as Non-Executive Chairman of
Royal Mail Holdings pic (registered no 4074919) and as agreed by the Secretary of State
for Trade and Industry.
1. Term of Appointment
(a) You shall serve the Company as Non-Executive Chairman for a three-year
period from 25 March 2002 until 25 March 2005 subject to annual review and
notice.
(b) Your appointment is subject to the provisions of the Articles of Association of the
Company.
(c) You will spend at least two days a week with the Company.
2. Remuneration
You shall be paid monthly in arrears for your services during the term of your appointment
directors fees totalling £20,000 per annum or such higher amount as the company may from
time to time determine and notify to you in writing. As a member of the Nomination
Committee you will receive an additional payment of £1500 per annum in addition to your
Non-executive director fee. In addition, you will also be eligible for consideration of an
annual performance-related bonus of up to £180,000 per annum.
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.
Room 509, Royal Mail, 148 Old Street, LONDON EC1V SHQ
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26 November, 2003
4. Powers and Duties
(a) You shall exercise such powers and perform such duties as are appropriate to your role
as Non-Executive Chairman of the Company.
(b) You shail 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
(1) You shall not, either during the term of your appointment as a director or thereafter:
(a) use to the detriment or prejudice of the Group or divulge or communicate to any
person any trade secret or any other confidential information concerning the
business or affaires 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
(b) 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).
(2) 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 Board in writing
(such consent not to be unreasonably withheld or delayed).
6. Directors’ and Officers’ Insurance
The Company has taken out insurance cover for directors’ and officers’ liabilities. Full
details of this cover can be obtained from the Company Secretary.
Room 509, Royal Mail, 148 Old Street, LONDON EC1V SHO
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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.
Won
Jonathan Evans
Company Secretary
Room 509, Royal Mail, 148. Old Street, LONDON EC1Y HQ,