TASSAL GROUP LIMITED ABN Non-Executive Director Standard Letter of Appointment. (Approved by the Board 1st July 2008)

Transcription

1 TASSAL GROUP LIMITED ABN Non-Executive Director Standard Letter of Appointment (Approved by the Board 1st July 2008) 1

2 [Insert Date] [Name of candidate] [Address] Dear [Name] Your appointment as Non-Executive Director Following our recent discussions, I am very pleased to confirm my invitation to you to join the Board of Tassal Group Limited ( Tassal ) as a Non-Executive Director. This letter sets out the basis of your appointment, and the information which I believe is relevant to you in relation to your position as a Non-Executive Director of the Company. In order to finalise the appointment, would you please sign and return the attached copy of this letter. Term of Appointment Subject to confirmation of your appointment by the Tassal Board and receipt of your consent to act as a Non-Executive Director of Tassal Group Limited, you will hold office from [date] until Tassal s next Annual General Meeting. Your appointment as a Non-Executive Director is made in accordance with the Company's Constitution. You are eligible to, and it will be necessary for you to, stand for election by our shareholders at the first Annual General Meeting (AGM) after your appointment, which is planned for [Date of AGM]. If elected you will be subject to retirement by rotation under Tassal s Constitution. Retiring Directors are subject to the selection and appointment procedures set out in the Constitution of the Company, the ASX Listing Rules and the Corporations Act. The Company s Constitution provides that a Director may not hold office for a continuous period in excess of 3 years or past the third Annual General Meeting following the Director s appointment without submitting for re-election. The Board believes that it should not establish strict limits on the number of terms a Director may serve. Term limits may cause the loss of experience and expertise important to the optimal operation of the Board. However, the Company's Policy on Independence of Directors indicates that length of services may in some cases be an indication that the Director is no longer independent. At any time during your tenure, including when you become subject to re-election under Tassal s Constitution or the law, your performance as a Non-Executive Director will 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 Notices of Meeting or other material provided to shareholders. You agree to participate in such reviews. 2

3 Retirement/Resignation Under the Corporations Act and the Company's Constitution, your position as a Director will cease in certain prescribed circumstances (eg. bankruptcy, conviction of an offence, unsound mind). Your appointment may also be terminated at any time by Tassal Group Limited's shareholders (acting by majority vote). You may cease to hold office as a Non-Executive Director at any time that you resign by written notice. It is desirable that you give the Chairman reasonable forewarning of your intention to resign, or to not seek re-election, where that is possible so that Tassal can plan for succession of skills and experience on the Board. Your role I refer you to the Board Charter (Annexure [ ]) which discusses the role of the Board and outlines the processes it has developed in carrying out its role. As a Non-Executive Director of Tassal, you will be expected to participate as a member of the Board in: constructively challenging and helping to develop proposals on the strategy of the Group; setting values and standards for the Group and establishing systems for their communication and monitoring; monitoring the performance of management in meeting agreed goals and objectives and ensuring that the necessary financial and human resources are in place to enable the Group to meet those goals and objectives; satisfying yourself as to the adequacy and integrity of financial and other reporting to the Board and shareholders and that there are adequate systems of internal control; and satisfying yourself that systems for identification and management of material risks are robust and appropriate. While you have been selected on the basis of ensuring that the Board have a mixture of skill and experience which they require, you are not expected to participate in the Board as an expert. Time Commitments Currently Non-Executive Director commitments would typically comprise attendance at: scheduled Meetings. The Tassal Board generally meets on a scheduled basis times a year. We aim to meet each month, except January. The majority of these will occur in Tasmania and often at Tassal s operational sites. One of those Meetings will usually be conducted as a two day strategy Meeting. The rest would typically cover at least 1 day but could extend up to 2 days for visits to sites. Travel will be in addition to this; unscheduled Meetings. The Board occasionally has additional Meetings, usually to deal with a particular issue which requires immediate Board attention. 3

4 the Annual General Meeting (normally held in November each year); site visits; and Board Committee Meetings which may occur at times other than those days set aside for Board Meetings. If you are appointed as a Chairman of any Committee, you may expect a further call on your time to fulfil that role. A rolling schedule of Board and Committee Meetings is prepared. In addition, you will be expected to devote appropriate preparation time ahead of each Meeting and to attend such ad hoc Meetings as may be necessary or convenient. By accepting this appointment, you confirm that you are able to allocate sufficient time to meet these expectations. You should consult with me as Chairman before you accept any additional commitments (including other Board appointments) which may conflict with or impact on the time you are able to devote to your role as a Non-Executive Director of Tassal. Your appropriate commitment of time to the affairs of the Tassal Group will be one of the issues addressed in annual Director performance reviews. Technology By consenting to become a Non-Executive Director, you consent to the use of video, telephone, electronic mail, any other technology which permits each Director to communicate with every other Director, or any combination of these technologies for the purpose of calling and holding Directors Meetings. Board Committees The Board is assisted in discharging their responsibilities by the following Committees: Audit and Risk Committee; and Remuneration and Nominations Committee. You may be asked to serve on one or more of these Committees and you will be required to attend all Meetings of the Committees of which you are a member. The Committees are generally scheduled to meet at least four times a year. Occasionally it is necessary to call additional Meetings. From time to time, the Board establishes other Committees for particular purposes, although we try to keep these to a minimum. Committee membership is reviewed at least annually. Attendance at Committee Meetings will be reported on in the Annual Report, in the same manner as attendance at Board Meetings. Board Papers Your Board Papers and a list of any scheduled Committee Meeting times will be forwarded to you at least 7 days prior to the scheduled Meeting date. Other routine information will be circulated at regular intervals depending on the Board's requirements. You should take appropriate measures for security of Board papers in your possession. 4

5 Remuneration and Expenses Tassal Directors receive annual fees within an aggregate Directors fee pool limit approved by shareholders. The Board Remuneration and Nominations Committee reviews and recommends, for Board approval, remuneration levels and policies for Directors within this overall Directors fee pool. The fees which are paid are also periodically reviewed with the assistance of independent advice. Tassal Directors are not entitled to any retirement or similar allowance upon ceasing to be a Director for any reason The current annual fee for Non-Executive Directors is a base fee of $[amount] per annum. Fees are paid monthly and will be deposited into your bank account, details of which you will provide to the Company Secretary. The Chairperson of the Board Audit and Risk Committee receives an additional fee currently $[amount] for Chairing that Committee. The members of the Committees also receive an additional fee currently $[ amount ] for being a Committee member. No separate fees are paid to the Remuneration and Nominations Committee Chairman or Chairman of the Board. Therefore, your initial annual fees will be as follows: Base Non-Executive Director Fee $ Audit and Risk Committee Chairman Fee $ Audit and Risk Committee Member Fee $ Remuneration and Nominations Committee Member Fee $ Total Annual Gross Fee More information, including details of how to arrange payment of your fees, will be sent to you shortly. Tassal Directors are also eligible to receive Superannuation Guarantee (SG) contributions. These are currently subject to a maximum of [ x% ] of your Total Annual Gross Fee per annum, and are paid in addition to your annual fees. You are also able to salary sacrifice additional amounts into superannuation. With effect from 1 July each year, any legislative changes in the SG contribution amount will apply. If you undertake any additional work for the Company, you may be entitled to any additional remuneration as may be agreed with the Chairman at that time. The Company will reimburse you for all reasonable out of pocket expenses directly attributable to performing your duties as a Tassal Non-Executive Director. To receive your reimbursement, you will need to provide details of the expense and relevant supporting documentation to the Company Secretary. Insurance All Directors are covered under a 24-hour personal accident insurance policy against death or injury while engaged on Tassal Group Limited business, or travelling in 5

6 connection with such business. If a spouse is accompanying a Director on Tassal Group Limited business, coverage is also covered under a personal accident insurance policy. The Company maintains Directors and Officers' Liability Insurance details of which are available from the Company Secretary. This policy will be extended to you from the date of your appointment. Director s Deed of Indemnity and Right of Access to Documents A copy of the Company s Director s Deed of Indemnity and Right of Access to Documents is attached which will be executed by Tassal Group Limited as a condition of your agreement to be appointed as a Non-Executive Director. Under Australian law, Directors have a right of access to financial records and they may make copies of books (other than financial records) for the purposes of certain legal proceedings. This latter right continues for 7 years after you cease to be a Non-Executive Director. As a Director you have a right to receive all financial information requested by you concerning the Company's affairs. In addition, subject to making arrangements to do so through the Chairman, you have access to Company personnel to assist you in discharging your duties as a Director. Confidentiality All information obtained during your appointment is confidential to Tassal and should not be released, either during your appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman, or as required by law. I also draw your attention to both legislation and Tassal policy prohibiting disclosure or use of price sensitive information. Independent Advice Tassal Group Limited has established a policy that any Director may seek independent professional advice in relation to any matter connected with the discharge of your responsibilities, and may do so at the cost of the Company. If you intend to exercise this right, you must seek the prior approval of the Chairman, and agree to make the advice available to, and for the benefit of, all Directors unless the Chairman otherwise agrees. Disclosure As a Board we are required to comply with the provisions of the Corporations Act and with the ASX Listing Rules in relation to disclosure so as to keep the market fully informed of matters which may have a material effect on the price or value of the Company's securities. The Board has adopted a policy on Continuous Disclosure. You should ensure that, as a Director, you assist in the process of the Board identifying, evaluating and reporting on matters failing within this requirement. Constitution, Charters and Policies Tassal s Constitution and a range of charters and policies which govern conduct of the Directors and employees and set out the processes, values and standards of the Group in dealing with all stakeholders are accessible from the Companies website at 6

7 The Company Secretary will also provide you with hard copies at your request. You should familiarise yourself with them. You acknowledge that your conformity and compliance with the Constitution, charters and policies will be an element in any assessment of your performance as a Director of Tassal. Notification of Personal Interests and Trading in Securities of the Company Under the ASX Listing Rules, Tassal may be required to provide information about you to ASX. Filings concerning you must also be made with various government authorities. You agree that you will provide to the Company Secretary promptly (and within required timeframes for filing that information) all information about you which may be required for this purpose including (without limitation): details of your name, address, date and place of birth; and details of dealings by you, your partner and dependants and entities associated with you or any of them, in securities issued by Tassal. Please note that Tassal has adopted a Securities Trading Policy ( Guidelines for Dealing in Securities ) which regulates how and when Tassal Group Limited Directors, Executives and other Restricted Persons may deal in securities issued by the Company. This Policy is attached (Annexure XX). By accepting this appointment, you agree to be bound by the provisions of the Dealing Guidelines. You will also be required to complete an agreement with the Company to inform, essentially immediately (within three business days), of any change in your shareholding. This is called an "enforceable agreement and is required under ASX Listing Rules. Continuous improvement and Directors Appraisal The Board believes that progressive organisations appreciate the challenge of operating in today s business environment. You agree that you will participate in: continuous improvement programs from time to time determined by the Board as being appropriate for Directors, at the expense of Tassal and whether or not those programs are offered by Tassal; and participate in processes of internal and external review of Director, Board and Committee performance as may be determined to be appropriate by the Board from time to time. You acknowledge that such processes may result in positive or negative recommendations in relation to your candidacy for re-appointment to the Board. If there are any issues which cause you concern about the Board or your individual performance, or the performance of any Committee, you should feel free to raise it with me as Chairman at any time. 7

8 Independence and Other Interests The Independence Policy and Questionnaire adopted by the Board to assess the independence of directors of Tassal is attached (Annexure XX). You have confirmed to me that [you regard yourself as an independent Director within the framework of those guidelines / you do not regard yourself as an independent Director within the framework of those guidelines because [insert reasons]. If your circumstances change in any way which may affect your status as an independent Director, you must immediately disclose this to the Board. Tassal accepts that you will have business interests other than those of the Tassal Group. You will provide us with a declaration of interest (Annexure [ ]) which will be tabled at the Board meeting to consider your candidacy. Disclosure of interests is a continuing obligation. If your circumstances change, and you acquire any office or property which may conflict with your office as a Director of Tassal or the interests of the Tassal Group, then you must disclose its character and extent at the next Meeting of Directors. This should be done in writing. You may wish to consult with me as Chairman, or the Company Secretary, as soon as you become aware of any potential conflict. You should be aware that under the law and the Company s Constitution you will generally not be entitled to attend any part of a Board Meeting, or to vote, on any matter in which you have a material personal interest unless the other Directors unanimously decide otherwise. Any material interests are required to be Corporations Act and the ASX Listing Rules. Induction It is important that as soon as is convenient, you meet with myself to discuss relevant issues to your role on the Board of Tassal Group Limited. Also the Company Secretary manages a comprehensive induction process that includes: meetings with shareholders; one-on-one meetings with members of management; and visits to key assets. You will also receive an induction pack of information concerning the Group from the Company Secretary. You should feel free to request any further information which you require either from me, or from him, at any time. Company Secretary The foregoing is a broad outline of legal requirements and administrative matters. Additional information and assistance will be available from the Company Secretary in particular, travel and accommodation arrangements and expense processing. The contact particulars are: Mr Nick Burrows Company Secretary (03)

9 The Company Secretary is here to provide you with whatever support you require as a Board Member and in that regard, please advise Nick how he can be of assistance to you. Announcement of Your Appointment I will seek your clearance in relation to announcing your appointment to the Board to the ASX and the media. This announcement will be made as soon as the Board has resolved to appoint you as a Director. We look forward to welcoming you to our Board. Please feel free to contact me on [ ] should you have any questions. Yours sincerely Chairman Kindly confirm your acceptance of these terms of appointment by signing and returning to me the enclosed copy of this letter. I [Name] hereby accept the terms of appointment set out in this letter. Signature / Date [This is a model letter of appointment. Actual terms may vary when agreed with individual Directors]. 9