P
RIVATE AND CONFIDENTIAL
Date ●
Dear ●
Appointment as a Non-Executive Director of Compass Group PLC (the
Company)
This letter confirms your appointment on ● as a Non-Executive Director of the
Company (the Appointment) and outlines the terms of the Appointment.
Appointment
1. The Appointment is for a term of three years ending on ● (the Termination
Date). Unless the Appointment is renewed on or prior to the Termination Date, you
undertake to resign as a 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.
2. Notwithstanding the other provisions of this letter, 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.
3. During the Appointment you may be asked to serve on one or more of the
Board committees including Audit, Nomination and Remuneration Committees and
you have been provided with copies of the terms of reference for each of those
committees.
4. 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.
Time commitment
5. The Company anticipates a time commitment of not less than 20 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