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Name of the director |
November 2009 |
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| LETTER OF
APPOINTMENT FOR NON-EXECUTIVE DIRECTOR The Board of Fortune Oil PLC (“the Company”) has appointed you as a Non-executive Director. It is agreed that this appointment letter constitutes neither a contract for services nor a service contract. We are writing to set out the terms of your appointment:- Appointment Your appointment as a Non-executive Director of the Company shall continue for a term of two years unless otherwise terminated earlier by and at the discretion of either party upon one month’s written notice. Continuation of your appointment is subject to a continued satisfactory performance and re-election by shareholders in accordance with the Company’s articles of association. During the Appointment you may be asked to continue to participate in one or more of the Board committees and you will be provided with copies of the terms of reference for each of those committees. Time commitment As required by the Code A.4.4, the Company anticipates time commitment of not less than 35 days per calendar year, but you are aware that the nature of the role makes it impossible to be specific about the time commitment. This will include attendance at regular and emergency Board meetings and the Annual General Meeting, this will not exclude some site visits per year. You are also required to attend regular meetings of any Board committee(s) of which you are a committee member. In addition, you will be expected to devote appropriate preparation time ahead of each meeting and to attend such ad hoc meetings as may be necessary or desirable. By accepting this Appointment, you confirm that you are able to allocate sufficient time to meet these expectations and to perform your role. Fees and expenses You will be paid a fee of [ ] gross per annum, inclusive of your position as a Non-executive Director and of your membership of the Board committee. You will not participate in any bonus schemes or share incentive plans. The Company will reimburse you for all reasonable and properly documented expenses you incur in performing the duties of your office. You should obtain the formal approval from the Finance Department to any exceptional expense before you incur it. On termination of the appointment, you shall only be entitled to accrued fees as at the date of termination, together with the reimbursement of any expenses properly incurred prior to that date. Role Non-executive Directors have the same general legal responsibilities to the Company as any other Director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the company’s affairs. The Board:
Under the Companies Act 2006, there are three statutory duties, which are the personal responsibility of each director and not the Company, as follows:
The agreement of the panel should be sought before accepting major additional commitments that might affect the time you will not be able to devote to your role as a Non-executive Director of the Company. The Company has procedures in place for the declaration of any such conflicts by the Directors. A general notice in accordance with section 185 is a sufficient declaration of interest in relation to the matters to which it relates (s. 185 (1), Companies Act 2006). The form of such a general notice is attached again. Confidentiality All information acquired during your appointment is confidential to the Company and the Group and should not be released, either during your appointment or following termination (by whatever means), to third parties without prior clearance from the Vice-Chairman of the Board. Code of Conduct During the Appointment you will comply with the UK Listing, Prospectus and Disclosure Rules Source Book and the requirements under Companies Act 2006, any other applicable laws; and such other requirements as the Board of Directors may from time to time specify. A summary of the Transactions and Disclosure Obligations is attached in Appendix A for your record. Independent professional advice Occasions may arise when you consider that you need professional advice in the furtherance of your duties as a Director. Circumstances may occur when it will be appropriate for you to seek advice from independent advisers at the Company’s expense. In such an event and prior to such independent advice being sought or expense being incurred, you should consult the Board in writing of your intention to take such advice. Induction and Development The Company will provide you with a comprehensive induction including site visits and meetings with senior management, advisers, brokers, auditors, major investors as and when appropriate. The on-going training is customised for each Director and varies depending upon individual skills, experience & background. You are welcome to identify and suggest any further training requirements, which you feel are needed during your annual performance review. Annual Performance Evaluation The performance of individual Directors and the whole Board and its Committees is evaluated annually. If, in the interim, there are any matters, which cause you, concern about your role you should discuss them with the Vice-Chairman as soon as possible. D&O liability Insurance The Company purchases and maintains the Directors' and Officers' (D&O) liability insurance and you will be covered for the full term of the Appointment. Details of the current policy can be obtained from the Company Secretary. Indemnity Directors are granted an indemnity from the Company in respect of liabilities incurred as a result of their office, to the extent permitted by law. You hereby acknowledge that you have no outstanding claims of any kind against the Company (otherwise than in respect of Director's fees and other benefits to which you are entitled hereunder accrued due to the date hereof but not yet received). Please confirm your agreement to the above by signing and returning to the Company the duplicate of this letter. Yours sincerely For and on behalf of Fortune Oil PLC ………………………… Vice Chairman …………………………………………………………………………………………… I agree to the terms & conditions of appointment as a Non-executive Director of Fortune Oil PLC set out in this letter.
Appointments can be extended for a further fixed period subject to the Company’s articles of association, after which an appointment can be renewed by the agreement of the Board. Non-executive Directors do not have service agreements or material contracts, existing or proposed, with the Company or its subsidiaries. There is a model letter of appointment. Actual terms may vary when agreed with individual Non-executive Directors. The terms and conditions of appointment of Non-executive Directors are available for inspection by any person at the Company’s registered office, 6/F., Belgrave House, 76 Buckingham Palace Road, London SW1W 9TQ, U.K. during normal business hours and at the Company’s Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). November 2009 |
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