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Sample Appointment letter for a non-executive director

July 2007 (University of Glasgow)
This is a blank letter template for anyone looking to appoint a non-executive director.

[New director name and address]


Dear __________________

[Company name] ("the Company")

On behalf of the Company I write to confirm your appointment as a non-executive director of the Company on the following terms:

1. Your appointment, subject to re-election when appropriate by the Annual General Meeting of the Company shall be terminable by either you or the Company upon ____ months written notice.

2. The fee payable for your services will be ____ per annum commencing with effect from ____ [date].

3. As a director, you will perform the duties normally attendant to that office, including (without limitation) attending board meetings, which are normally held every ____.

4. You will also be entitled to reasonable out-of-pocket expenses incurred in carrying out your duties.

5. [During the period of your appointment, you will comply with the Code of Conduct which incorporates the Stock Exchange Model Code for Securities Transactions by Directors.]

6. Notwithstanding the other provisions of this letter, the Company shall be entitled to terminate your appointment in accordance with the provisions of the Articles of Association of the Company.

7. Both during the term of your appointment and after its termination, you will observe the obligations of confidentiality which are attendant on the office of director.

Please confirm your agreement to the above by signing and returning to me the duplicate of this letter.

Yours sincerely

for and on behalf of

I confirm and agree to the above

[new director]

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