HTML Preview Non Executive Directors Letter Of Appointment page number 1.
Brambles Limited
ABN 89 118 896 021
Level 40 Gateway 1 Macquarie Place
Sydney NSW 2000 Australia
GPO Box 4173 Sydney NSW 2001
Tel +61 2 9256 5222 Fax +61 2 9256 5299
www.brambles.com
The ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations recommend
the use of formal letters of appointment for directors. This is
a model letter of appointment for a Brambles Non-executive
Director. It has been designed for Non-executive Directors
who are initially appointed by the Board to fill casual
vacancies or as additional Directors. Actual terms may vary
when agreed with Directors.
{RNG 00051207}
[Date]
[Name of Director]
[Address]
Dear [Name]
Brambles Limited: Appointment as Non-executive Director
This letter outlines the terms which will apply to your appointment as a Non-executive Director of
Brambles Limited (Brambles). In this letter, Group means Brambles and its subsidiary and joint
venture interests.
1. Term of appointment and vacation of office
You will hold the office from the date you consent to be appointed as a Non-Executive Director until
the next annual general meeting of Brambles, to be held on or about [next AGM date], and subject to
the Corporations Act and Brambles’ Constitution (Constitution).
At any time during your tenure, including when you become subject to re-election under the
Constitution or the law, your performance as a Director may be reviewed in accordance with
processes agreed by the Board from time to time. A recommendation as to your re-appointment may
be made in a notice of meeting or other material provided to shareholders. You agree to participate in
such reviews.
You will cease to hold office as a Director at any time that you resign by written notice. If such a
decision is prompted by concerns about the running of Brambles or a proposed action which cannot
be resolved, it is appropriate for you to write to the Chairman, setting out the reasons for your
resignation. Where possible, it is desirable that you give the Chairman reasonable forewarning of your
intention to resign or to not seek re-election, so that Brambles can plan for succession of skills and
experience on the Board.
You may be removed from or otherwise cease to hold office as a Director of Brambles in accordance
with the law and the Constitution. No such removal or cessation will give you any rights to
compensation or damages and no fee will be payable to you for any period after such removal or
cessation. On ceasing to hold office as a Director of Brambles, you will also resign as a Director of
any other company within the Group.
The Board may from time to time request you to participate in one or more Board committees, or to
serve in other capacities, subject to your agreement.