Halfords Group (LSE) trade on the LSE. (Symbol: HFD)
Non-Executive Director Terms and Conditions of Appointment
As a Non-Executive Director, you are expected to scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. You should satisfy yourself on the integrity of financial information and that the financial controls and systems of risk management are robust and defensible. You will be expected to attend Board meetings, the Company's annual general meetings and any general meetings, and generally to use your best endeavours to promote and advance the interests of the Company and its subsidiary undertakings. It is anticipated that eight Board meetings will be held every year. The annual general meeting will be held in or about July in every year, (this year it is scheduled for [date]). Overall, you will be expected to devote approximately twenty (20) days per annum to your duties. You will receive details of all Board meetings in advance. They are normally held at the registered office of the Company in Redditch or in London. The prior consent of the Chairman of the Board must be sought before accepting additional commitments that might affect the time you are able to devote to the role.
As a director you are reminded of your obligations under S172 Companies Act 2006 in that in making any decisions on the business of the Group, you are required to take into consideration;
the likely consequences of any decision in the long term;
the interests of the Company’s employees;
the need to foster the Company’s business relationships with suppliers, customers and others;
the impact of the Company’s operations on the community and the environment;
the desirability of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the company.
In addition to the requirements set out in paragraph 1, you are required to serve on the following committees of the Board: the Remuneration Committee, as Chair; the Nomination Committee, as a member; and the Audit Committee, as a member. These committee meetings will normally be held on the same day as Board meetings. You will be given copies of the terms of reference and of any specific responsibilities involved in serving on such committees.
By accepting this appointment you undertake that you have sufficient time to carry out your duties in accordance with the terms of this letter of appointment and you further warrant that you have declared to the Board details of all other significant business and other interests and a broad indication of the time you devote to such commitments. You must advise the Board of any subsequent changes to these commitments.
For the services set out in paragraphs 1 and 3, the Company will pay a director's fee of [amount] per annum (less any necessary statutory deductions). Payment will be by equal quarterly instalments in arrears (the first payment being made on or around [Date], such payment to be adjusted pro rata to reflect the date of your appointment and any change in your fee arrangements commencing part way through the relevant quarter in accordance with this paragraph 5). All fees will cease to accrue with effect from the date of your ceasing, for whatever reason, to be a non-executive director of the Company.
In addition to the fees described in paragraph 5, the Company will during your appointment reimburse you for all reasonable and properly documented travel, hotel and other incidental expenses incurred by you in the performance of your duties, including the cost of travel to and from board meetings.
The Company will use its reasonable endeavours to obtain appropriate Directors' and Officers' liability insurance for your benefit and to maintain the cover in force for so long as you are a non-executive director, subject to the provisions governing such insurance and on such terms as the Board may from time to time decide. You acknowledge that this insurance may not cover claims in which you are directly or indirectly interested in the claimant.
During your appointment as a Non-Executive Director, you must not put yourself in a position where your duties to any other person, firm or company conflict with your duties to the Company or any of its subsidiary undertakings and, in particular, you must not accept an appointment without the prior consent of the Chairman (whether as director, agent, employee or consultant) with any company or firm engaged in a business competing with or similar to that of the Company or any of its subsidiary undertakings.
You must not during the period of your appointment or at any time thereafter disclose to any company or person any trade secrets or other confidential information concerning the Company or any of its subsidiary undertakings which may come to your knowledge by virtue of your position as a non-executive director. You must also comply with all legislative and regulatory requirements in relation to the disclosure of price-sensitive information.
You must communicate to the Board any actual or potential conflict of interest arising out of your position as a non-executive director. You must communicate to the Board any information or knowledge acquired or gained by you whilst you continue in that office which may be of value or which may be to the detriment of the Company or any of its subsidiary undertakings as soon as it becomes apparent save where such information or knowledge is acquired or gained by you whilst acting in a capacity other than non-executive director of the Company which imposes on you a duty of confidence.
Circumstances may arise where it is necessary to seek professional advice about the performance of yourYou will be entitled, after consultation with the Board under the agreed procedure and jointly with any other non-executive director(s) whose interests are the same as yours, to obtain at the Company's expense such external independent professional advice as is reasonably necessary to enable you to carry out the duties of your office.
The EU Market Abuse Regulation ("MAR") imposes restrictions on persons discharging managerial responsibilities (“PDMRs”) dealing in securities of the Company which are outlined in the Company's Share Dealing Code (the “Share Dealing Code”), a copy of which is enclosed with this letter. As a PDMR of the Company, the restrictions and obligations in MAR and those set out in the Share Dealing Code are applicable to you.
Subject to paragraph 14, your appointment is for a fixed term of three years from [Date] unless terminated earlier by either party upon three (3) calendar months' written notice or by the Company in its absolute discretion at any time with immediate effect on payment of money in lieu of notice. Money in lieu of notice for this purpose shall mean a sum equal to the annual director's fee payable under paragraph 5 above (or any amendment thereof) divided by 12 and multiplied by 3.
Your appointment and any subsequent re-appointment as a Director are at all times subject to and in accordance with the Company's articles of association and subject to any necessary shareholder ratification. If your appointment is terminated by resolution of shareholders in general meeting and/or in accordance with the articles of association of the Company, or if your failure to be re-appointed results from a decision of shareholders in general meeting, you will not be entitled to receive any compensation or other payment.