Name
Address
Date
Dear
,
Appointment as Non-Executive Director of The Stanley Gibbons Group plc (“Company”)
I am writing on behalf of the board of directors of the Company (“Board”) and in accordance with
recommended principles on corporate governance to confirm the arrangements we have discussed
with regard to the terms of your appointment as a non-executive director of the Company.
In this letter "Group" shall mean the Company and any subsidiary or subsidiary undertaking (such
terms having the respective meanings assigned thereto by the Companies (Jersey) Law 1991 (as
amended)) as exists from time to time.
1.
Appointment
1.1
As you know, the reason that the Board has appointed you is because of your experience in
the fields of corporate governance and regulation and because you are deemed to be
independent in accordance with the Model Code (“Code”) of the United Kingdom Listing
Authority, as amended from time to time.
1.2
Your appointment will be for an initial term of three years commencing on date, and thereafter
can be terminated by either party upon three months written notice, with the discretion on the
part of the Company to pay you in lieu of giving such notice. While it is anticipated that most
non-executive directors would serve two three year terms, we do not undertake to renew your
appointment but confirm that your appointment for a further period is open to review.
Continuation of your contract of appointment is contingent on satisfactory performance and reelection at annual general meetings and is subject to the Company's Articles of Association
and the other provisions of this letter (including in particular paragraph 2 below).
1.3
It is agreed that this is a contract for services and is not a contract of employment. You agree
that you are not an employee and other than as provided in this letter, shall not be entitled to
any pension, bonus, share option or any other fringe benefits of the Company.
2.
Termination
2.1
If the members of the Board, with you abstaining, resolve to request your resignation at any
time, you will resign immediately. For the avoidance of doubt such request will be deemed to
be effective notice of termination given by the Company under paragraph 1.2 above, and for
the further avoidance of doubt you shall be entitled to be paid fees in lieu of you having been
given such notice.
2.2
This agreement may be terminated immediately by the Company if in the Company's
reasonable opinion you:
(a)
commit any serious breach of this agreement or, after a written warning from the
Board, repeat or continue any material breach of this agreement;
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(b)
are guilty of any fraud or dishonesty or act in any manner which, in the opinion of the
Company, brings or is likely to bring you or the Company into disrepute or is materially
adverse to the interests of the Company;
(c)
seriously neglect, fail, refuse to carry out or become incapable of properly performing
any of the duties required of you or are guilty of any serious misconduct;
(d)
become bankrupt or are the subject of a receiving order or enter into any composition
or deed of arrangement with creditors;
(e)
are admitted to hospital for treatment under the mental health regime of any
competent jurisdiction or have an order made by any competent court for your
detention or for the appointment of a receiver or other person to exercise powers with
respect to your property;
(f)
become disqualified or prohibited from being or acting as a director of a company by
reason of any statutory provision or an order made by any competent court; or are
unable to carry out your duties hereunder by reason of mental or bodily incapacity
illness or accident for a continuous period of four months;
(g)
are convicted of any arrestable offence other than a road traffic offence for which a
non-custodial sentence may be imposed;
(h)
are the subject of a penalty or reprimand imposed by any regulatory authority which
the Company is governed by or to which its activities are subject including, without
limitation, the London Stock Exchange plc;
(i)
resign or otherwise cease to be or become prohibited by law from being a director of
the Company; or
(j)
breach any share dealing code adopted by the Company from time to time.
Provided that any delay by the Company in exercising such right of termination shall not
constitute a waiver.
2.3
On expiry or termination of the appointment for any reason you will immediately at the request
of the Company resign without claim for compensation for loss of office from all offices held by
you in the Company and any subsidiary. This shall be without prejudice to any entitlements
due to you under paragraph 2.4 below.
2.4
The termination of your appointments (howsoever arising) is without prejudice to the rights,
duties and liabilities of either party accrued prior to termination (including the right to receive
any notice due). The paragraphs in this letter which expressly or impliedly have effect after
termination will continue to be enforceable notwithstanding termination.
3.
Fees
3.1
You will be entitled to a fee at the rate of £ amount per annum. Fees will be payable in 12
equal instalments in arrears by the last day of each month and will be subject to review by the
Board on 1 May annually.
3.2
On the termination of your appointment on notice, you will be paid your director’s fees on a
pro-rata basis, to the extent that they are unpaid, up to the date of termination. Early
termination or termination in the circumstances outlined in paragraph 2.2 above, will not give
rise to any right to compensation.
3.3
These terms do not cover any collateral arrangements (if any) whereby on the request of the
Board you undertake any special task or consultancy role for the Company. It is proposed that
any such additional task or role be remunerated at the rate of £ amount per day subject to
prior written agreement of the Chairman or Chief Executive.
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4.
Expenses
4.1
You will be entitled to be reimbursed reasonable expenses incurred in performing your duties.
All expenses should be submitted to the finance director of the Company (“Finance Director”)
together with the relevant receipts within three months of the date they were incurred. You
should not incur any expense for which you expect to be reimbursed without clearing the
matter with the Finance Director before incurring that expense.
4.2
Expenses would include legal and other fees which may arise should you feel it necessary for
you to seek independent legal advice about the performance of your duties.
The
circumstances in which this might occur may be difficult; if you are minded to seek such advice
you must discuss the issue in advance either with me or, in my absence, another of the
Company’s non-executive directors before taking such advice and incurring such expenses.
5.
Duties
5.1
As a non-executive director, you will be expected to exercise the general fiduciary duties and
duties of care and confidentiality expected of every director, and in accordance with the
principles outlined in the Code. In particular, as a non-executive director, you are expected to
exercise independence on all issues discussed at Board meetings, of any committees to which
you are appointed and extraordinary and annual general meetings of the Company, including
on issues relating to strategy, performance and financial matters such as:
5.2
(a)
development of strategy;
(b)
performance of the Company’s management in meeting agreed goals and objectives
and monitoring the reporting of performance;
(c)
ensuring that financial information is accurate and that financial controls and systems
of risk management are robust and defensible;
(d)
determining appropriate levels of remuneration of executive directors;
(e)
present and future availability and use of resources;
(f)
standards of conduct on the Board and in the Company generally;
(g)
approval of the Group’s annual budget;
(h)
shareholder relations (in the widest sense) including compliance with the requirements
of the Code, the AIM Market of the London Stock Exchange (“AIM”) and Companies
(Jersey) Law 1991 (as amended) (“Companies Law”) in respect of shareholder
relations;
(i)
acquisitions or disposal of any companies, investments or businesses which are
significant in nature in the context of the Group as a whole;
(j)
appointment or removal of senior management and directors of the Company; and
(k)
appointment or removal of the Company Secretary.
You will be required to accept responsibility, publicly and, where necessary, in writing:
(a)
when required to do so under Companies Law or the Financial Services and Markets
Act 2000 together with its regulations (as amended) (“FSMA”);
(b)
when required to do so by the rules of the London Stock Exchange and under the
Code;
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(c)
when required to do so by the terms of The City Code on Take-Overs and Mergers;
and
(d)
in any event, in the terms set out in the statement of Adherence to Directors’
Responsibilities which will be printed in the Company’s annual and interim reports and
accounts.
5.3
Overall, you should anticipate a time commitment equal to 24 days per annum (after the
Induction). This will include attending Board meetings, of any committees to which you are
appointed and extraordinary and annual general meetings of the Company (which will be
notified to you in writing or by telephone). You have agreed to your appointment as Senior
Independent Director and to serve as a member of our Remuneration and Audit Committees
and on such other committees of the Board as may be formed from time to time. As you
know, the chairmen of these committees are appointed by the Board and these committees
have powers and responsibilities to meet in accordance with arrangements determined by the
Board from time to time. Any alteration of membership of the committees on which you sit will
be discussed with you in advance. In the normal course of events it is unlikely that you would
be required to attend at meetings of committees of the Board on more than 6 days per year.
Where possible we try to arrange these meetings on the day before the main Board meetings
to minimise unnecessary travel. You are also required to attend all extraordinary and annual
general meetings of the Company during your appointment and to attend meetings with
shareholders when required to do so. You will also be expected (in your own time) to consider
all relevant papers and devote appropriate preparation time ahead of meetings so that you can
play a full part in the work of the Board and/or any of the Board’s committees.
5.4
The services that you will be expected to perform are set out in the schedule to this letter and
may be amended by the Company from time to time. By accepting this appointment, you have
confirmed that you are able to allocate sufficient time to meet the expectations of your role.
You must seek my agreement before accepting additional commitments that could affect the
time you are able to devote to your role as a non-executive director of the Company.
5.5
You will comply where relevant with every rule of law, every regulation of the London Stock
Exchange and the UK Listing Authority and every regulation or code of the Company including
the provisions of the rule of AIM (“AIM Rules”) published by the London Stock Exchange and
as amended from time to time relating to share dealings by directors and/or employees of the
Company and the use to which unpublished price sensitive information affecting the shares,
debentures or other securities of the Company or other members of the Group.
5.6
If and for so long as the Company is admitted to AIM you will comply at all times with the
share dealing restrictions and disclosure requirements of Rule 21 of the AIM Rules for
Companies and you will be obliged at all times to comply both with the technical requirements
and with the spirit of the Code related to directors’ dealings together with any share dealing
rules adopted from time to time by the Company and a copy of the Code and any share
dealing rules adopted by the Company will be sent to you and are available from the Company
Secretary at all times. The Code is separate from the insider dealing provisions contained in
Part V of the Criminal Justice Act 1993 of the UK and from the market abuse provisions
contained in section 118 of FSMA from time to time and you may not at any time enter into
any transaction which contravenes those Acts irrespective of whether this should also breach
the Code.
5.7
Any communication with or requests for information by press, investors, market analysts or
other third parties should where reasonably practicable be referred to the Chairman for the
time being of the Company.
6.
Outside Interests
6.1
I understand that you have business interests and other directorships other than those in the
Company, which are of considerable benefit and enable you to make a full contribution to the
work of the Board. In accepting this appointment, you are warranting to the Company that you
have no interests which might conflict with your duties as a director or that you have disclosed
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such conflicts which might arise and have received the approval of the Board in relation to
such matters. We would not expect you to accept any appointment or hold any other interests
or shareholding which might cause a conflict of interest with your duties to the Group. If at any
time you foresee any potential areas of conflict I would be obliged if you would contact me to
discuss the situation.
6.2
During the term of your appointment as a non-executive director of the Company, you may not
(unless you have given prior and reasonable notice to the Board) be directly or indirectly
employed, engaged, concerned or interested in, or hold any office in, any business or
undertaking which competes with any of the businesses of the Group or is a significant
customer or supplier of any such businesses. However, this shall not prohibit you from
holding (directly or through nominees) investments listed or admitted to trading on the UKLA
or on AIM or on any other recognised investment exchange so long as you do not hold more
than 3 per cent. of the issued shares or other securities of any class of any one company
without the prior sanction of a resolution of the Board.
7.
Confidential Information
7.1
You must not without my prior clearance, unless required to do so by law, the AIM team, the
London Stock Exchange or The Panel on Takeovers and Mergers, either during the
continuation of your appointment or at any time after its cessation, for any reason directly or
indirectly divulge or use or exploit (other than for the purposes of performing your duties to the
Company or any member of the Group) to any person or persons whatsoever any trade
secret, confidential information or other information concerning the business, technical
processes, designs, services provided and/or the products sold, marketed or under
development by the Company or any Group member, finances or customers, agents, suppliers
or distributors of the Company or other member of the Group or of any third party for which
any member of the Group is responsible or in respect of which any member of the Group has
an obligation not to disclose of which you may, in the course of your appointment, become
aware and you are required to use your best endeavours to prevent unauthorised publication,
disclosure, use or exploitation of any such trade secrets or information. These restrictions will
cease to apply to information which is in the public domain, disclosed as required by
applicable law or regulation, or may have come into the public domain other than through an
unauthorised disclosure by you.
7.2
Your attention is also drawn to the requirements under both legislation and regulation as to the
disclosure of price sensitive information. Consequently, you should avoid making any
statements that might risk a breach of these requirements without prior clearance from me or
the Company Secretary.
7.3
You agree and acknowledge that title and all copyrights design rights database rights and
other intellectual property rights whatsoever in all works, including correspondence, reports
and documents you prepare as a result of the performance of your duties as a non-executive
director on behalf of the Company, will at all times be the absolute property of the Company
and you hereby assign these to the Company with the intention that all such rights shall vest in
the Company immediately on the creation devising or making of each of the works to which
they relate and hereby unconditionally and irrevocably waive all rights arising by operation of
law including, without limitation, those arising under the Copyright Designs and Patents Act
1988 of the UK (as amended) in respect of all copyright works so created.
7.4
On termination of your appointment, for whatever reason, you must promptly return to the
Company or its authorised representative all property (including but without limitation) all
documents, listings, keys, correspondence, security or charge cards or discs, tapes,
communications equipment, software, electronic documents, data files or other equipment,
items or information in your possession or under your control which are the property of the
Company or any other member of the Group or which relate in any way to the business or
affairs or customers of the Company or any other member of the Group and all copies thereof
regardless of the medium on which such copies are stored or held. In respect of any such
items or information held on any computer software data files or other equipment belonging to
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you, you are required to delete any such items and information and all copies immediately on
termination of your appointment.
8.
Insurance
8.1
You will be covered by the Company’s Directors’ and Officers’ liability insurance for the full
term of your appointment. Full details will be provided to you by the Company Secretary.
8.2
The Company reserves the right to vary the provision of any insurance provided for the benefit
of its directors.
9.
Induction
After your appointment, the Company will provide you with a comprehensive, formal and
tailored induction programme which has been organised by the Company Secretary and which
will include site visits and meetings with senior and middle management and the Company’s
auditors. We will also arrange for you to meet major investors in the first 12 months of your
appointment. If at any time there is further knowledge or information you feel you require,
please let me know.
10.
Notices
Any notices to be given hereunder shall in the case of notices to the Company be deemed
duly served if left at or sent by first class post to the registered office for the time being of the
Company and in the case of notice to you if handed to you personally or left at or sent by first
class post to your last known address. Any such notice shall be deemed to be served at the
time when the same is handed to or left at the address of the party to be served and if served
by post on the day (not being a Sunday or public holiday) next following the day of posting.
11.
Entire Agreement
This appointment letter shall be in substitution for all previous letters of appointment between
you and the Company which shall be deemed to have been terminated by mutual consent as
from the date on which this appointment letter is deemed to have commenced.
12.
General
12.1
The parties agree that if any paragraph or part of any paragraph of this letter is held to be
against the public interest or unlawful or in any way an unreasonable restraint of trade, the
remaining paragraph or part of the paragraph will continue in full force and effect and bind the
parties.
12.2
This Agreement shall be governed and construed in all respects in accordance with the laws
of Jersey and each party hereby submits to the non-exclusive jurisdiction of the Jersey Courts.
We all look forward to your contribution to our business and to working with you in the years ahead. If
you require any further information on the business or affairs of the Group, please let me know.
I would be grateful if you would confirm your acceptance of the terms of your appointment by signing
and returning the attached copy letter.
Yours sincerely
Chairman
I have read this letter and accept the appointment on the terms detailed above.
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Signature:…………………….………………………………………
Name in Full:…………………………………………………………
Date:……………………..……………………….2014
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SCHEDULE
Your responsibilities as non-executive director will include:
1. Ensuring that the corporate governance of the Group is maintained in line with current best
practice, as agreed by the Board.
2. Assisting the executive directors in respect of their entrepreneurial leadership of the Group
within a framework of prudent and effective controls.
3. Assisting in setting the Company’s strategic aims and constructively challenging and helping
develop proposals on strategy.
4. Keeping under review with other members of the Board, the short-term performance, risk
management, financial controls and long-term development of the Group.
5. Assessing the performance of management in meeting agreed goals and objectives and
reviewing management performance. Supporting executives in their leadership of the
business whilst monitoring their performance.
6. Serving as a member of the audit and remuneration committees of the Board, and other Board
Committees, as agreed.
7. Acting as Senior Independent Director.
8. Assisting in setting the Company’s values and standards as may be agreed from time to time
and ensuring that its obligations to shareholders and other stakeholders are understood and
met.
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