This agreement is made between:
1. New Anglia Local Enterprise Partnership Ltd (hereinafter referred to as “the Company”) of
Centrum, Norwich Research Park, Norwich, Norfolk, NR4 7UG
You are requested to sign and return the attached copy of this agreement to the Chief
Executive Officer.
1. Appointment
1.1 This agreement confirms your appointment on {date} as a Non-Executive Director of
New Anglia Local Enterprise Partnership Ltd and outlines the terms of the Appointment. This
is a non-remunerated role.
1.2 The Appointment is for a term of {state} years ending on {date} (the Termination Date).
Unless the Appointment is renewed on or prior to the Termination Date, you undertake to
resign as a Non-Executive Director of the Company immediately after the Termination Date.
The Appointment will be subject to the Company’s Articles of Association (a copy of which
has been provided to you) and any necessary resolution of shareholders.
1.3 Notwithstanding the other provisions of this agreement, the Appointment may be
terminated at any time by the Company in accordance with the Company’s Articles of
Association or the Companies Act 1985, or upon your resignation. Upon such termination or
resignation for any reason, you shall not be entitled to any damages for loss of office and no
fee will be payable to you in respect of any unexpired portion of the term of the Appointment.
1.4 During the Appointment you will serve the Board and attend other sub-groups to
represent the Board from time to time. You will be provided with copies of the terms of
reference for each of those sub-groups.
1.5 You are considered to be an independent Non-Executive Director and will be identified
as such in the annual report and other documentation. If circumstances change, and you
believe that your independence may be in doubt, you should discuss this with the Chairman
as soon as practicable.
2. Time Commitment
2.1 The Company anticipates a time commitment of not less than 24 days per 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
AGM, as well as meetings and events on behalf of the Chairman. You may also be required
to attend regular meetings of any sub-group of which you become a member. In addition,
you will be expected to devote appropriate preparation time ahead of each meeting.
2.2 You may occasionally be asked to provide comment for the media on specific items. You
will receive support from the executive team for this.
2.3 By accepting the Appointment, you confirm that you are able to allocate sufficient time to
perform your role.
Non-Executive Director Agreement
January 2018
3. Role
3.1 As a Non-Executive Director you have the same general legal responsibilities to the
Company as any other Director.
3.2 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:
3.2.1 provides entrepreneurial leadership of the Company within a framework of
prudent and effective controls which enable risk to be assessed and managed
3.2.2 sets the Company’s strategic aims, ensures that the necessary financial and
human resources are in place for the Company to meet its objectives, and reviews
management performance
3.2.3 sets the Company’s values and standards and ensures that its obligations to its
stakeholders and others are understood and met.
3.3 In addition to these requirements of all Directors, the role of the Non-Executive has the
following key elements:
3.3.1 Strategy: Non-Executive Directors should constructively challenge and
contribute to the development of strategy
3.3.2 Performance: Non-Executive Directors should scrutinise the performance of
management in meeting agreed goals and objectives and monitor the reporting of
3.3.3 Risk: Non-Executive Directors should satisfy themselves that financial
information is accurate and that financial controls and systems of risk management
are robust and defensible
3.3.4 People: Non-Executive Directors are responsible for determining appropriate
levels of remuneration of executive directors and have a prime role in appointing, and
where necessary removing, senior management and in succession planning.
4. Expenses
4.1 The Company will reimburse you for all reasonable and properly documented expenses
you incur in performing your role. You should submit any details of expenses incurred to the
Chief Executive Officer’s PA.
5. Other Directorships and Business Interests
5.1 The Company acknowledges that you have business interests other than those of the
Company and that you have declared any conflicts that are apparent at present. In the event
that you become aware of any potential conflicts of interest, these should be disclosed via
the Register of Interests no less than 28 days after the conflict became known.
5.2 During the Appointment you must consult with the Chairman prior to accepting any other
(or further) directorships of private or publicly quoted companies or any major external
Non-Executive Director Agreement
January 2018
6. Confidentiality
6.1 You must apply the highest standards of confidentiality and not disclose to any person or
company (whether during the course of the Appointment or at any time after its termination)
any confidential information concerning the Company with which you come into contact by
virtue of your position as a Non-Executive Director of the Company.
6.2 On termination of the Appointment you will deliver to the Company all books, documents,
papers and other property of or relating to the business of the Company or any Group
Company which are in your possession, custody or power by virtue of your position as a
Non-Executive Director of the Company. The Company is able to arrange the disposal of
papers that you no longer require.
7. Review Process
7.1 The performance the 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 Chairman as soon as is appropriate.
8. Insurance
8.1 The Company has directors’ and officers’ liability insurance and it is intended to maintain
such cover for the full term of the Appointment.
9. Policies & Procedures
9.1 The Company requires its Non-Executive Directors to adhere to certain policies and
procedures, including:
Data Protection, Confidentiality and Record Keeping
Standards of Conduct
Whistle Blowing
A copy of the Company’s policies and procedures has been made available to you.
10. Status
10.1 This agreement constitutes neither a contract for services nor a service contract.
Non-Executive Director Agreement
January 2018
I acknowledge receipt of a copy of this contract and agree to adhere to all the terms and
conditions set forth.
(The Non-Executive Director)
(The Company)
Non-Executive Director Consent Form
The Information Commissioner has recommended that companies seek individuals’
permission to keep personal data.
Please therefore confirm that you consent to the Company:
recording your personal data
processing your personal data
Non-Executive Director Agreement
January 2018