National Grid 2008 Annual Report Download - page 488

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 27613
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-4.C.11, Doc: 11, Page: 3
Description: EXH 4(C).11
0/2902.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/902/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 27613
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-4.C.11, Doc: 11, Page: 3 Description: EXH 4(C).11
0/2902.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/902/2*
Fees
You will be paid an annual retainer fee of £45,000 gross per annum which will be paid monthly in arrears. You will also be entitled
to attendance fees of £1,500 for each Board meeting held in your country of residence (UK) and £4,000 for each overseas
meeting.
In addition, the attendance fee is intended to cover your attendance at any meetings of Committees of which you are a member.
You will not receive any additional fees for membership of, or attendance at, any ad hoc Board Committee meetings. For the
avoidance of doubt, home country attendance fees will be payable where you attend a meeting by telephone or video conference
or other such means.
The Company will reimburse you for all reasonable and properly documented expenses you incur in performing the duties of your
office. The Board shall review the above fees from time to time and they are therefore subject to change. All fees and payments
will be made subject to any deductions required to be made by the Company.
Outside interests
It is accepted and acknowledged that you have business interests other than those of the Company and have declared any
conflicts that are apparent at present. In the event that you become aware of any potential conflicts of interest, these should be
disclosed to the Chairman and/or Group Company Secretary and General Counsel as soon as apparent.
Independence
The Board has determined you to be independent according to the provisions of the Combined Code.
If you become aware of anything that may affect this determination of independence, this should be disclosed to the Chairman
and/or Group Company Secretary and General Counsel as soon as apparent.
Confidentiality
You will, naturally, during your appointment and following its termination not disclose or communicate to any person (except as
required by law or in the course of the proper performance of your duties, or with the consent of the Board) nor use for your own
account or advantage any confidential information relating to the Company or any of its subsidiaries or associate companies
which you obtained durin
g
your appointment or otherwise.
You will be required to return all papers containing confidential information on termination of the appointment.
Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of ‘price sensitive’
information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior
clearance from the Chairman or Company Secretary and General Counsel.
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