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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.

1. Role, Duties, and Independence

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.

2. Term

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:

3. Time Commitment

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.

4. Fees and Expenses

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.

5. Conflicts of Interest

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.

6. Confidentiality

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 of your appointment for other confidential information. Disclosure is permitted only as required in the proper performance of your duties or by law.

Any intellectual property created by you in the course of performing your duties as a director will belong to the Company to the extent permitted by law. You agree to assist the Company in protecting such intellectual property rights if requested. This clause does not apply to intellectual property created independently by you outside the scope of your duties.

8. Termination

Either party may terminate your appointment by giving [Notice period] written notice.

Notwithstanding the foregoing, the Company may terminate your appointment with immediate effect for:

• A material breach of this letter.
• Serious misconduct or repeated breach or non-observance of your obligations to the Company (which include your statutory, fiduciary or common-law duties).
• Fraud, dishonesty or conduct likely to bring you or the Company into disrepute or is materially adverse to the Company’s interests.
• Conviction of any criminal offence (excluding minor road traffic offences).
• Bankruptcy or an arrangement with or for the benefit of your creditors.
• Disqualification from acting as a director.

Upon termination, you are required to resign your office as director in accordance with the Articles.

9. Restrictive Covenants and Post-Termination Obligations

You agree that, for [Non-solicit and restrictive covenants duration] following cessation of your appointment, you will not:

• Solicit the Company’s clients or customers with whom you had contact in the preceding 12 months.
• Poach employees or contractors of the Company.

These restrictions shall only apply to the extent necessary to protect the legitimate interests of the Company and are subject to applicable law.

10. Insurance and Indemnity

The Company maintains directors’ and officers’ liability insurance covering your appointment and will indemnify you to the extent permitted by law and the Articles. This indemnity does not cover liabilities arising from fraud, dishonesty, or breach of applicable law.

Ensure sufficient insurance is maintained as above.

11. Training, Board Evaluation, and Data Protection

You will participate in any induction and training as required to perform your duties effectively. The Board will evaluate your performance periodically, in line with good corporate governance practice.

You must comply with the Company’s data protection policies when handling personal data, in accordance with UK data protection law, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

12. Governing Law

This appointment letter is governed by the law of England and Wales, and any dispute will be subject to the courts of England and Wales.

Please sign and return a copy of this letter to confirm your acceptance of these terms.