Letter of Appointment - Independent Non-Executive Director

Letter of Appointment - Independent Non-Executive Director

Updated 29 November 2025

We are pleased to confirm your appointment as an independent non-executive director ("INED") of [Company name], with effect from [Start date] (the "Start Date"). This letter sets out the terms of your appointment and supersedes any prior arrangements relating to your role as a director.

By accepting this appointment, you confirm that you meet the criteria for independence as set out in the UK Corporate Governance Code and that you have no relationships or circumstances likely to affect your independent judgment.

Your appointment is as a statutory director only. You agree by signing below that this letter is a contract for services and does not create a contract of employment or an employment relationship. For the avoidance of doubt, you will not be considered an employee or worker of the Company.

As an INED, you agree to:

• Perform your statutory duties under the Companies Act 2006, including acting in the Company’s best interests, exercising independent judgment, avoiding conflicts of interest, and promoting the success of the Company.
• Attend board meetings and, where applicable, meetings of committees of the board of directors (the "Board").
• Comply with the Company’s Articles of Association (the "Articles") and applicable laws.
• Comply with the Company’s corporate governance and other policies, including its whistleblowing policy, and raise concerns regarding wrongdoing in accordance with those policies and applicable law.
• Maintain independence in judgment and decision-making, in accordance with the UK Corporate Governance Code.

You are expected to devote sufficient time to carry out your duties effectively, taking into account your other commitments.

Your appointment will continue for an initial term of [3 years] from the Start Date unless terminated earlier by either party in accordance with the Articles.

If applicable (such as for public companies), insert here a provision stating that re-election is subject to approval at the Company’s AGM, such as:

You are expected to devote such time as is necessary for the proper performance of your duties and you should be prepared to spend at least [Minimum time commitment] on Company business. This will typically include:

• Scheduled Board meetings.
• Committee meetings of which you are a member.
• Meetings with shareholders, management, and external advisors.
• Training, induction, and Board evaluation processes.
• [Other time commitments]

The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time and ad hoc matters. You may be required to attend additional meetings as reasonably requested by the Board, including occasional travel.

By accepting this appointment you undertake that, taking into account all other commitments you may have, you are able to, and will, devote sufficient time to your duties as a non-executive director.

You will receive a director’s fee of £ [Director's fee amount] per annum, payable [quarterly/annually] in arrears.

The Company will reimburse you for all reasonable expenses properly incurred in the performance of your duties as a director, in accordance with the Company’s policies. Receipts or other evidence of expenditure must be provided.

You must promptly declare to the Board any direct or indirect interest in a proposed or existing transaction or arrangement with the Company in accordance with section 177 of the Companies Act 2006.

You may hold other directorships or appointments, provided they do not create a conflict of interest with the Company. You must obtain the Board’s prior written consent if a potential conflict arises.

You must keep confidential all information relating to the Company, its business, clients, suppliers, and employees. This obligation continues indefinitely in respect of trade secrets and confidential information of a commercially sensitive nature, and for a period of 12 months following termination…