.
.
.
EXHIBIT 4.1
THE BOC GROUP PLC
Directors' service contracts and letters of appointment.
PARTY DATE OF CONTRACT/LETTER
- ----- ---------------------------------------------
Julie Baddeley, non-executive director 27 November 2001*
John Bevan, chief executive, Process Gas Solutions 5 December 2002*
Andrew Bonfield, non-executive director 20 May 2003*
Guy Dawson, non-executive director 23 February 2004
Anthony Eric Isaac, chief executive 19 November 2002*, as amended 1 June 2004
Rob Margetts, chairman 4 October 2001*, as amended 27 September 2004
Rene Medori, group finance director 19 November 2002*
Matthew Miau, non-executive director 23 January 2002*
Iain Napier, non-executive director 20 April 2004
Christopher O'Donnell, non-executive director 11 May 2004
Krishnamurthy Rajagopal, chief executive, BOC Edwards 1 May 1999, as amended 22 November 2002*
Anne Quinn, non-executive director 13 April 2004
John Walsh, chief executive, Industrial and Special Products 21 November 2002*
- ------------------
* Incorporated by reference to our annual report on Form 20-F (No. 0-10906)
for the year ended September 30, 2003 filed with the Commission on
December 10, 2003.
Date: 23 February 2004
Mr G Dawson
Dear Guy
The following sets out the principal terms of your appointment as a
non-executive director of The BOC Group plc ("the Company"). Nick Deeming,
Company Secretary, will be in touch shortly to make arrangements with you for
your induction programme:
1. TERM OF OFFICE
Your appointment as a non-executive director of the Company will, subject to
completion of satisfactory due diligence, be effective from 1 March 2004 and is
on the terms, and subject to, the conditions of the Company's Articles of
Association. Accordingly, it may be terminated pursuant to the terms of the
Articles.
You will initially hold office until the next Annual General Meeting which is to
be held on 14 January 2005 and you shall then be eligible for re-election by the
shareholders. Your term of office will then expire when you retire by rotation
in accordance with the Articles of Association, currently expected to be at the
Annual General Meeting in 2008. At that time, however, it may be agreed by you
and the Board that you stand for re-election by the shareholders for a second
term. At any time during your appointment, your appointment may be terminated by
either you or the Company giving to the other not less than one month's written
notice.
On termination of your appointment, you undertake to resign from all offices
held by you in any companies forming part of The BOC Group.
As a non-executive director you are not an employee of the Company and, for the
avoidance of doubt, you accept and agree that you will have no claims against
the Company or any company forming part of The BOC Group (each a "Group
Company") on termination of your appointment subject only to the terms set out
in paragraph 3 below.
2. DUTIES
Your duties as a non-executive director include, but are not limited to,
attendance at all Board meetings, the Annual General Meeting and meetings of
board committees to which you are appointed. You may also be requested to attend
meetings with third parties.
The schedule of Board meeting dates for the remainder of 2004 is attached
(Appendix 1). You will note that one board meeting each year is held at an
overseas BOC site location, with another held at a business site in the UK. The
remaining meetings are held at the corporate head office in Windlesham. The
Annual General Meeting is normally held on the third Friday in January in
London.
You are invited to become a member of the Remuneration Committee which meets
immediately prior to most Board meetings, a member of the Audit Committee which
meets four times a year and a member of the Nomination Committee which meets at
least once a year but also as required.
We would anticipate a time commitment of a minimum of 20 days per annum after
your induction programme, to enable you to fulfil your duties. You have
indicated that you consider you have sufficient time to devote to your BOC
duties when taken with your other business commitments.
- 1 -
Should your commitments change during your term of office you should advise
either myself or Nick Deeming as soon as practicable.
At all times you will use your best endeavours to promote the interests of the
Company. You should note that the Company currently maintains indemnity
insurance for its directors, details of which are available from the Company
Secretary.
3. FEES AND EXPENSES
Non-executive director fees will be paid at the rate of Pound Sterling40,000 per
annum of which Pound Sterling10,000, after tax, will, pursuant to an agreed
process, be invested in The BOC Group plc Ordinary shares. This sum will be
deemed to accrue from day to day, will be payable in equal monthly instalments
in arrears and is subject to deductions of national insurance and income tax
under the Inland Revenue PAYE regulations. You will also be reimbursed by the
Company for all expenses necessarily incurred in performing your duties.
4. INDEPENDENT PROFESSIONAL ADVICE
You may also claim the reasonable costs of any independent professional advice
which you, with or without other directors of the Company, have properly taken
in the best interests of the Company as to the nature or ambit of your duties as
a non-executive director. In any such case you should discuss the issues with me
in advance, or if this is not deemed appropriate, then with one or more of your
non-executive colleagues. A brief summary of the subject matter on which you
intend to seek advice, and the name of the proposed advisers, should also be
first furnished to the Company Secretary. Thereafter, the advice when obtained
by you should be made available to your other directors.
5. CONFIDENTIAL INFORMATION
At all times during, and after the termination, of your appointment as a
director of the Company you must not use for your own purposes or for another's
benefit or disclose to any third party any confidential information about The
BOC Group.
Confidential information means details about the business, prospective business,
technical processes, computer software, intellectual property rights or finances
of The BOC Group, or any combinations of these matters, including without
limitation, price lists, details of customers and suppliers, information
relating to research and development, marketing strategies and tactics which may
come into your possession by virtue of your appointment and which the Company
regards, or could reasonably be expected to regard as confidential, whether or
not such information is marked as such.
All confidential information and all other documents, papers and property
relating thereto (on whatever media or wherever located) which may have been
made or prepared by you, or at your request or have come into your possession or
under your control in the course of your appointment or which relate in any way
to The BOC Group, the business (including prospective business) or affairs of
The BOC Group or of any customer, supplier, agent distributor or sub-contractor
of The BOC Group shall as between the Company and you be deemed to be the
property of the Company. You will return to the Company all such documents and
other property including all copies immediately upon the termination of your
appointment or at any earlier time on demand.
You will immediately inform the Company if you become aware of the possession,
use or knowledge of any confidential information by any person not authorised to
possess, have use or knowledge of that information, whether during or after your
appointment and will, at the Company's request, provide such reasonable
assistance as is required to deal with such an event.
- 2 -
All such confidential information should not be disclosed unless or until it
enters the public domain, other than by breach of the terms of this letter, is
obtained from a third party who is lawfully authorised to disclose such
information, or is authorised for release by prior written consent of the Board.
Notwithstanding this, you are not prevented from disclosing confidential
information where it is required to be disclosed by law or any regulatory or
government authority.
6. REGULATORY REQUIREMENTS
It is a requirement under the Companies Act 1985 for a company to maintain a
register showing certain personal particulars of its directors. These details
must also be filed with the Registrar of Companies.
A Register of Directors' Interests must also be maintained pursuant to the
Companies Act 1985. Any interests held by you or connected persons in the shares
and options of the Company must be recorded. All changes to these interests must
also be notified to the Company and recorded throughout your directorship of the
Company. A more detailed overview of the requirements of the UK Companies Act
and UK Listing Authority is contained in section 21 of the attached folder.
A personal details form is enclosed for your completion (Appendix 2) which will
provide all the necessary information to comply with the various regulations.
When completed return the form to our Company Secretarial Department.
The information will be used to make the necessary declarations and register
entries and to produce the Form 288(a) which will be sent to you for signature
to indicate your consent to act as a director. This form will then be filed with
the Registrar of Companies. This must be done within 14 days of the date of your
appointment.
Attached is a copy of the Directors' Reference Binder which contains information
likely to be useful to you in connection with your appointment as a director of
the Company.
7. DATA PROTECTION ACT
The Company, in connection with the administration of this appointment and your
directorship, will have to hold and process certain personal data relating to
you. Your signature to this letter will be taken as your consent to that
processing.
8. DIRECTORS' QUALIFICATION SHARES
Pursuant to the Company's Articles of Association, as a director you are
required to hold 500 ordinary shares in The BOC Group plc registered in your own
name (not in a nominee name or jointly with any other person). If you do not
already hold shares in the Company which would meet this requirement, the shares
must be acquired within two months of the date of your appointment subject to
the regulations on dealing in the Company's securities set out in paragraph 9
below.
When you wish to purchase the shares, using our brokers, Cazenove & Co Ltd, in
London may be the easiest way. Should you wish to use Cazenove their contact
details can be obtained from the Company Secretarial Department (01276 807759).
9. DEALING IN BOC SECURITIES
There are a number of legal and regulatory requirements that restrict the
dealing by directors in the securities of the Company. These are explained in
more detail in sections 17 and 18 of the enclosed Directors' Reference Binder.
However you should be aware that in advance of any dealing, permission must be
obtained from the Chairman or Chief Executive using a 'Request for Permission to
Deal in the Securities of The BOC Group plc' form enclosed. Such request should
be sent via the Company Secretarial Department who will arrange for the request
to be reviewed and the consent, or refusal, to deal decision to be communicated
to you.
If consent is given, you should deal promptly and in any event within 3 working
days from receipt of the permission. If you delay by more than 3 working days,
you must reapply for permission to deal.
- 3 -
As a listed company, The BOC Group plc is subject to the Model Code set out in
the UKLA Listing Rules. The Model Code restricts the periods during which
directors may deal in a company's securities. You should be aware that we are
currently in an open period for dealing which ends on 12 April 2004. The next
open period will commence on 14 May 2004 and ends on 2 July 2004.
Upon completion of the transaction full details must be reported immediately to
the Company Secretarial Department using the 'Notification of Dealing in
Securities of The BOC Group plc' form enclosed. This information will be used to
make the necessary notification to a regulatory information service as required
by the UKLA Listing Rules.
10. NOTICES
All notices must be given in writing and may be given by personal delivery, post
or fax. Notice served by you on the Company should be sent to the Company's
registered office. Notices served by the Company on you will be sent to your
last known address.
Notices will be deemed to have been served:
(a) if hand delivered, at the time of delivery; or
(b) if sent by fax, twelve hours after being transmitted (excluding weekends
and public holidays) subject to satisfactory confirmation of transmission;
or
(c) if sent by post, two days after posting (excluding weekends and public
holidays).
11. GOVERNING LAW
This appointment and the terms of this letter shall be governed by and construed
in all respects in accordance with English law.
Yours sincerely
Rob Margetts
Chairman
encs
I acknowledge, and agree to, the principal terms of my appointment as a
non-executive director of The BOC Group plc as set out above.
Signed: ......G Dawson................. Date: ...23/2/04....................
- 4 -
Date: 20 April 2004
Mr Iain Napier
Dear Iain
The following sets out the principal terms of your appointment as a
non-executive director of The BOC Group plc ("the Company"). Nick Deeming,
Company Secretary, will be in touch shortly to make arrangements with you for
your induction programme:
1. TERM OF OFFICE
Your appointment as a non-executive director of the Company is effective from 1
May 2004 and is on the terms, and subject to, the conditions of the Company's
Articles of Association. Accordingly, it may be terminated pursuant to the terms
of the Articles.
You will initially hold office until the next Annual General Meeting which is to
be held on 14 January 2005 and you shall then be eligible for re-election by the
shareholders. Your term of office will then expire when you retire by rotation
in accordance with the Articles of Association, currently expected to be at the
Annual General Meeting in 2008. At that time, however, it may be agreed by you
and the Board that you stand for re-election by the shareholders for a second
term. At any time during your appointment, your appointment may be terminated by
either you or the Company giving to the other not less than one month's written
notice.
On termination of your appointment, you undertake to resign from all offices
held by you in any companies forming part of The BOC Group.
As a non-executive director you are not an employee of the Company and, for the
avoidance of doubt, you accept and agree that you will have no claims against
the Company or any company forming part of The BOC Group (each a "Group
Company") on termination of your appointment subject only to the terms set out
in paragraph 3 below.
2. DUTIES
Your duties as a non-executive director include, but are not limited to,
attendance at all Board meetings, the Annual General Meeting and meetings of
board committees to which you are appointed. You may also be requested to attend
meetings with third parties.
The schedule of Board meeting dates for the remainder of 2004 is attached
(Appendix 1). You will note that one board meeting each year is held at an
overseas BOC site location, with another held at a business site in the UK. The
remaining meetings are held at the corporate head office in Windlesham. The
Annual General Meeting is normally held on the third Friday in January in
London.
You are invited to become a member of the Remuneration Committee which meets
immediately prior to most Board meetings, a member of the Audit Committee which
meets four times a year and a member of the Nomination Committee which meets at
least once a year but also as required.
- 1 -
We would anticipate a time commitment of a minimum of 20 days per annum after
your induction programme, to enable you to fulfil your duties. You have
indicated that you consider you have sufficient time to devote to your BOC
duties when taken with your other business commitments. Should your commitments
change during your term of office you should advise either myself or Nick
Deeming as soon as practicable.
At all times you will use your best endeavours to promote the interests of the
Company. You should note that the Company currently maintains indemnity
insurance for its directors, details of which are available from the Company
Secretary.
3. FEES AND EXPENSES
Non-executive director fees will be paid at the rate of Pound Sterling40,000
per annum of which Pound Sterling10,000, after tax, will, pursuant to an agreed
process, be invested in The BOC Group plc Ordinary shares. This sum will be
deemed to accrue from day to day, will be payable in equal monthly instalments
in arrears and is subject to deductions of national insurance and income tax
under the Inland Revenue PAYE regulations. You will also be reimbursed by the
Company for all expenses necessarily incurred in performing your duties.
4. INDEPENDENT PROFESSIONAL ADVICE
You may also claim the reasonable costs of any independent professional advice
which you, with or without other directors of the Company, have properly taken
in the best interests of the Company as to the nature or ambit of your duties as
a non-executive director. In any such case you should discuss the issues with me
in advance, or if this is not deemed appropriate, then with one or more of your
non-executive colleagues. A brief summary of the subject matter on which you
intend to seek advice, and the name of the proposed advisers, should also be
first furnished to the Company Secretary. Thereafter, the advice when obtained
by you should be made available to your other directors.
5. CONFIDENTIAL INFORMATION
At all times during, and after the termination, of your appointment as a
director of the Company you must not use for your own purposes or for another's
benefit or disclose to any third party any confidential information about The
BOC Group.
Confidential information means details about the business, prospective business,
technical processes, computer software, intellectual property rights or finances
of The BOC Group, or any combinations of these matters, including without
limitation, price lists, details of customers and suppliers, information
relating to research and development, marketing strategies and tactics which may
come into your possession by virtue of your appointment and which the Company
regards, or could reasonably be expected to regard as confidential, whether or
not such information is marked as such.
All confidential information and all other documents, papers and property
relating thereto (on whatever media or wherever located) which may have been
made or prepared by you, or at your request or have come into your possession or
under your control in the course of your appointment or which relate in any way
to The BOC Group, the business (including prospective business) or affairs of
The BOC Group or of any customer, supplier, agent distributor or sub-contractor
of The BOC Group shall as between the Company and you be deemed to be the
property of the Company. You will return to the Company all such documents and
other property including all copies immediately upon the termination of your
appointment or at any earlier time on demand.
You will immediately inform the Company if you become aware of the possession,
use or knowledge of any confidential information by any person not authorised to
possess, have use or knowledge of that information, whether during or after your
appointment and will, at the Company's request, provide such reasonable
assistance as is required to deal with such an event.
All such confidential information should not be disclosed unless or until it
enters the public domain, other than by breach of the terms of this letter, is
obtained from a third party who is
- 2 -
lawfully authorised to disclose such information, or is authorised for release
by prior written consent of the Board. Notwithstanding this, you are not
prevented from disclosing confidential information where it is required to be
disclosed by law or any regulatory or government authority.
6. REGULATORY REQUIREMENTS
It is a requirement under the Companies Act 1985 for a company to maintain a
register showing certain personal particulars of its directors. These details
must also be filed with the Registrar of Companies.
A Register of Directors' Interests must also be maintained pursuant to the
Companies Act 1985. Any interests held by you or connected persons in the shares
and options of the Company must be recorded. All changes to these interests must
also be notified to the Company and recorded throughout your directorship of the
Company. A more detailed overview of the requirements of the UK Companies Act
and UK Listing Authority is contained in section 21 of the attached folder.
A personal details form is enclosed for your completion (Appendix 2) which will
provide all the necessary information to comply with the various regulations.
When completed return the form to our Company Secretarial Department.
The information will be used to make the necessary declarations and register
entries and to produce the Form 288(a) which will be sent to you for signature
to indicate your consent to act as a director. This form will then be filed with
the Registrar of Companies. This must be done within 14 days of the date of your
appointment.
Attached is a copy of the Directors' Reference Binder which contains information
likely to be useful to you in connection with your appointment as a director of
the Company.
7. DATA PROTECTION ACT
The Company, in connection with the administration of this appointment and your
directorship, will have to hold and process certain personal data relating to
you. Your signature to this letter will be taken as your consent to that
processing.
8. DIRECTORS' QUALIFICATION SHARES
Pursuant to the Company's Articles of Association, as a director you are
required to hold 500 ordinary shares in The BOC Group plc registered in your own
name (not in a nominee name or jointly with any other person). If you do not
already hold shares in the Company which would meet this requirement, the shares
must be acquired within two months of the date of your appointment subject to
the regulations on dealing in the Company's securities set out in the next
paragraph.
When you wish to purchase the shares, using our brokers, Cazenove & Co Ltd, in
London may be the easiest way. Should you wish to use Cazenove their contact
details can be obtained from the Company Secretarial Department (01276 807759).
9. DEALING IN BOC SECURITIES
There are a number of legal and regulatory requirements that restrict the
dealing by directors in the securities of the Company. These are explained in
more detail in sections 17 and 18 of the enclosed Directors' Reference Binder.
However you should be aware that in advance of any dealing, permission must be
obtained from the Chairman or Chief Executive using a 'Request for Permission to
Deal in the Securities of The BOC Group plc' form enclosed. Such request should
be sent via the Company Secretarial Department who will arrange for the request
to be reviewed and the consent, or refusal, to deal decision to be communicated
to you.
If consent is given, you should deal promptly and in any event within 3 working
days from receipt of the permission. If you delay by more than 3 working days,
you must reapply for permission to deal.
As a listed company, The BOC Group plc is subject to the Model Code set out in
the UKLA Listing Rules. The Model Code restricts the periods during which
directors may deal in a company's
- 3 -
securities. You should be aware that we are currently in an open period for
dealing which ends on 12 April 2004. The next open period will commence on 14
May 2004 and ends on 2 July 2004.
Upon completion of the transaction full details must be reported immediately to
the Company Secretarial Department using the 'Notification of Dealing in
Securities of The BOC Group plc' form enclosed. This information will be used to
make the necessary notification to a regulatory information service as required
by the UKLA Listing Rules.
10. NOTICES
All notices must be given in writing and may be given by personal delivery, post
or fax. Notice served by you on the Company should be sent to the Company's
registered office. Notices served by the Company on you will be sent to your
last known address.
Notices will be deemed to have been served:
(a) if hand delivered, at the time of delivery; or
(b) if sent by fax, twelve hours after being transmitted (excluding
weekends and public holidays) subject to satisfactory confirmation of
transmission; or
(c) if sent by post, two days after posting (excluding weekends and public
holidays).
11. GOVERNING LAW
This appointment and the terms of this letter shall be governed by and construed
in all respects in accordance with English law.
Yours sincerely
Rob Margetts
Chairman
encs
I acknowledge, and agree to, the principal terms of my appointment as a
non-executive director of The BOC Group plc as set out above.
Signed: .....Iain Napier................ Date: ......22 April 2004...........
- 4 -
Date: 13 April 2004
Anne Quinn CBE
Dear Anne
The following sets out the principal terms of your appointment as a
non-executive director of The BOC Group plc ("the Company"). Nick Deeming,
Company Secretary, will be in touch shortly to make arrangements with you for
your induction programme:
1. TERM OF OFFICE
Your appointment as a non-executive director of the Company is effective from 1
May 2004 and is on the terms, and subject to, the conditions of the Company's
Articles of Association. Accordingly, it may be terminated pursuant to the terms
of the Articles.
You will initially hold office until the next Annual General Meeting which is to
be held on 14 January 2005 and you shall then be eligible for re-election by the
shareholders. Your term of office will then expire when you retire by rotation
in accordance with the Articles of Association, currently expected to be at the
Annual General Meeting in 2008. At that time, however, it may be agreed by you
and the Board that you stand for re-election by the shareholders for a second
term. At any time during your appointment, your appointment may be terminated by
either you or the Company giving to the other not less than one month's written
notice.
On termination of your appointment, you undertake to resign from all offices
held by you in any companies forming part of The BOC Group.
As a non-executive director you are not an employee of the Company and, for the
avoidance of doubt, you accept and agree that you will have no claims against
the Company or any company forming part of The BOC Group (each a "Group
Company") on termination of your appointment subject only to the terms set out
in paragraph 3 below.
2. DUTIES
Your duties as a non-executive director include, but are not limited to,
attendance at all Board meetings, the Annual General Meeting and meetings of
board committees to which you are appointed. You may also be requested to attend
meetings with third parties.
The schedule of Board meeting dates for the remainder of 2004 is attached
(Appendix 1). You will note that one board meeting each year is held at an
overseas BOC site location, with another held at a business site in the UK. The
remaining meetings are held at the corporate head office in Windlesham. The
Annual General Meeting is normally held on the third Friday in January in
London.
You are invited to become a member of the Remuneration Committee which meets
immediately prior to most Board meetings, a member of the Audit Committee which
meets four times a year and a member of the Nomination Committee which meets at
least once a year but also as required.
- 1 -
We would anticipate a time commitment of a minimum of 20 days per annum after
your induction programme, to enable you to fulfil your duties. You have
indicated that you consider you have sufficient time to devote to your BOC
duties when taken with your other business commitments. Should your commitments
change during your term of office you should advise either myself or Nick
Deeming as soon as practicable.
At all times you will use your best endeavours to promote the interests of the
Company. You should note that the Company currently maintains indemnity
insurance for its directors, details of which are available from the Company
Secretary.
3. FEES AND EXPENSES
Non-executive director fees will be paid at the rate of Pound Sterling40,000 per
annum of which Pound Sterling10,000, after tax, will, pursuant to an agreed
process, be invested in The BOC Group plc Ordinary shares. This sum will be
deemed to accrue from day to day, will be payable in equal monthly instalments
in arrears and is subject to deductions of national insurance and income tax
under the Inland Revenue PAYE regulations. You will also be reimbursed by the
Company for all expenses necessarily incurred in performing your duties.
4. INDEPENDENT PROFESSIONAL ADVICE
You may also claim the reasonable costs of any independent professional advice
which you, with or without other directors of the Company, have properly taken
in the best interests of the Company as to the nature or ambit of your duties as
a non-executive director. In any such case you should discuss the issues with me
in advance, or if this is not deemed appropriate, then with one or more of your
non-executive colleagues. A brief summary of the subject matter on which you
intend to seek advice, and the name of the proposed advisers, should also be
first furnished to the Company Secretary. Thereafter, the advice when obtained
by you should be made available to your other directors.
5. CONFIDENTIAL INFORMATION
At all times during, and after the termination, of your appointment as a
director of the Company you must not use for your own purposes or for another's
benefit or disclose to any third party any confidential information about The
BOC Group.
Confidential information means details about the business, prospective business,
technical processes, computer software, intellectual property rights or finances
of The BOC Group, or any combinations of these matters, including without
limitation, price lists, details of customers and suppliers, information
relating to research and development, marketing strategies and tactics which may
come into your possession by virtue of your appointment and which the Company
regards, or could reasonably be expected to regard as confidential, whether or
not such information is marked as such.
All confidential information and all other documents, papers and property
relating thereto (on whatever media or wherever located) which may have been
made or prepared by you, or at your request or have come into your possession or
under your control in the course of your appointment or which relate in any way
to The BOC Group, the business (including prospective business) or affairs of
The BOC Group or of any customer, supplier, agent distributor or sub-contractor
of The BOC Group shall as between the Company and you be deemed to be the
property of the Company. You will return to the Company all such documents and
other property including all copies immediately upon the termination of your
appointment or at any earlier time on demand.
You will immediately inform the Company if you become aware of the possession,
use or knowledge of any confidential information by any person not authorised to
possess, have use or knowledge of that information, whether during or after your
appointment and will, at the Company's request, provide such reasonable
assistance as is required to deal with such an event.
All such confidential information should not be disclosed unless or until it
enters the public domain, other than by breach of the terms of this letter, is
obtained from a third party who is
- 2 -
lawfully authorised to disclose such information, or is authorised for release
by prior written consent of the Board. Notwithstanding this, you are not
prevented from disclosing confidential information where it is required to be
disclosed by law or any regulatory or government authority.
6. REGULATORY REQUIREMENTS
It is a requirement under the Companies Act 1985 for a company to maintain a
register showing certain personal particulars of its directors. These details
must also be filed with the Registrar of Companies.
A Register of Directors' Interests must also be maintained pursuant to the
Companies Act 1985. Any interests held by you or connected persons in the shares
and options of the Company must be recorded. All changes to these interests must
also be notified to the Company and recorded throughout your directorship of the
Company. A more detailed overview of the requirements of the UK Companies Act
and UK Listing Authority is contained in section 21 of the attached folder.
A personal details form is enclosed for your completion (Appendix 2) which will
provide all the necessary information to comply with the various regulations.
When completed return the form to our Company Secretarial Department.
The information will be used to make the necessary declarations and register
entries and to produce the Form 288(a) which will be sent to you for signature
to indicate your consent to act as a director. This form will then be filed with
the Registrar of Companies. This must be done within 14 days of the date of your
appointment.
Attached is a copy of the Directors' Reference Binder which contains information
likely to be useful to you in connection with your appointment as a director of
the Company.
7. DATA PROTECTION ACT
The Company, in connection with the administration of this appointment and your
directorship, will have to hold and process certain personal data relating to
you. Your signature to this letter will be taken as your consent to that
processing.
8. DIRECTORS' QUALIFICATION SHARES
Pursuant to the Company's Articles of Association, as a director you are
required to hold 500 ordinary shares in The BOC Group plc registered in your own
name (not in a nominee name or jointly with any other person). If you do not
already hold shares in the Company which would meet this requirement, the shares
must be acquired within two months of the date of your appointment subject to
the regulations on dealing in the Company's securities set out in the next
paragraph.
When you wish to purchase the shares, using our brokers, Cazenove & Co Ltd, in
London may be the easiest way. Should you wish to use Cazenove their contact
details can be obtained from the Company Secretarial Department (01276 807759).
9. DEALING IN BOC SECURITIES
There are a number of legal and regulatory requirements that restrict the
dealing by directors in the securities of the Company. These are explained in
more detail in sections 17 and 18 of the enclosed Directors' Reference Binder.
However you should be aware that in advance of any dealing, permission must be
obtained from the Chairman or Chief Executive using a 'Request for Permission to
Deal in the Securities of The BOC Group plc' form enclosed. Such request should
be sent via the Company Secretarial Department who will arrange for the request
to be reviewed and the consent, or refusal, to deal decision to be communicated
to you.
If consent is given, you should deal promptly and in any event within 3 working
days from receipt of the permission. If you delay by more than 3 working days,
you must reapply for permission to deal.
As a listed company, The BOC Group plc is subject to the Model Code set out in
the UKLA Listing Rules. The Model Code restricts the periods during which
directors may deal in a company's
- 3 -
securities. You should be aware that we are currently in an open period for
dealing which ends on 12 April 2004. The next open period will commence on 14
May 2004 and ends on 2 July 2004.
Upon completion of the transaction full details must be reported immediately to
the Company Secretarial Department using the 'Notification of Dealing in
Securities of The BOC Group plc' form enclosed. This information will be used to
make the necessary notification to a regulatory information service as required
by the UKLA Listing Rules.
10. NOTICES
All notices must be given in writing and may be given by personal delivery, post
or fax. Notice served by you on the Company should be sent to the Company's
registered office. Notices served by the Company on you will be sent to your
last known address.
Notices will be deemed to have been served:
(a) if hand delivered, at the time of delivery; or
(b) if sent by fax, twelve hours after being transmitted (excluding
weekends and public holidays) subject to satisfactory confirmation of
transmission; or
(c) if sent by post, two days after posting (excluding weekends and public
holidays).
11. GOVERNING LAW
This appointment and the terms of this letter shall be governed by and construed
in all respects in accordance with English law.
Yours sincerely
Rob Margetts
Chairman
encs
I acknowledge, and agree to, the principal terms of my appointment as a
non-executive director of The BOC Group plc as set out above.
Signed: ......Anne C Quinn............... Date: ...April 16, 2004............
- 4 -
11 May 2004
Sir Christopher O'Donnell
Smith and Nephew
Heron House
15 Adam Street
London
WC2N 6LA
Dear Sir Christopher
The following sets out the principal terms of your appointment as a
non-executive director of The BOC Group plc ("the Company"):
1. TERM OF OFFICE
Your appointment as a non-executive director of the Company, which was effective
from 19 March 2001. Having now served an initial three year term, I confirm that
you will serve for a further three year term on the terms, and subject to, the
conditions of the Company's Articles of Association. Accordingly, it may be
terminated pursuant to the terms of the Articles but will in any event conclude
on 19 March 2007.
You will remain subject to the retirement by rotation regulations requiring you,
if agreed by you and the Board, to stand for re-election by the shareholders at
certain intervals determined in accordance with the Company's Articles.
At any time during your appointment, your appointment may be terminated by
either you or the Company giving to the other not less than one month's written
notice.
On termination of your appointment, you undertake to resign from all offices
held by you in any companies forming part of The BOC Group.
As a non-executive director you are not an employee of the Company and, for the
avoidance of doubt, you accept and agree that you will have no claims against
the Company or any company forming part of The BOC Group (each a "Group
Company") on termination of your appointment subject only to the terms set out
in paragraph 3 below.
2. DUTIES
Your duties as a non-executive director include, but are not limited to,
attendance at all Board meetings, the Annual General Meeting and meetings of
board committees to which you are appointed. You may also be requested to attend
meetings with third parties.
You will remain a member and the chairman of the Audit Committee which meets
four times a year and a member of the Nomination Committee which meets on an ad
hoc basis but at least once a year and a member of the Remuneration Committee
that meets six times a year..
We would anticipate a time commitment of a minimum of 20 days per annum to
enable you to fulfil your duties. You have previously indicated that you
consider you have sufficient time to devote to your BOC duties when taken with
your other business commitments. Should your commitments change during your term
of office you should advise either myself or Nick Deeming as soon as
practicable.
At all times you will use your best endeavours to promote the interests of the
Company. You should note that the Company currently maintains indemnity
insurance for its directors, details of which are available from the Company
Secretary.
- 1 -
3. FEES AND EXPENSES
At the date of this letter the non-executive director fees are paid at the rate
of Pound Sterling40,000 per annum. The fees will be increased by a further Pound
Sterling10,000 per annum as you are Chairman of the Audit Committee and Senior
Independent Director.
In accordance with the Smith & Nephew plc policy regarding their employees
holding non-executive positions with other companies, the fees owing will be
settled upon receipt of a quarterly invoice from Smith & Nephew plc. Similarly,
if you incur any expenses in performing your duties these should be included on
the invoice from Smith & Nephew plc as disbursements.
4. INDEPENDENT PROFESSIONAL ADVICE
You may also claim the reasonable costs of any independent professional advice
which you, with or without other directors of the Company, have properly taken
in the best interests of the Company as to the nature or ambit of your duties as
a non-executive director. In any such case you should discuss the issues with me
in advance, or if this is not deemed appropriate, then with one or more of your
non-executive colleagues. A brief summary of the subject matter on which you
intend to seek advice, and the name of the proposed advisers, should also be
first furnished to the Company Secretary. Thereafter, the advice when obtained
by you should be made available to your other directors.
5. CONFIDENTIAL INFORMATION
At all times during, and after the termination, of your appointment as a
director of the Company you must not use for your own purposes or for another's
benefit or disclose to any third party any confidential information about The
BOC Group.
Confidential information means details about the business, prospective business,
technical processes, computer software, intellectual property rights or finances
of The BOC Group, or any combinations of these matters, including without
limitation, price lists, details of customers and suppliers, information
relating to research and development, marketing strategies and tactics which may
come into your possession by virtue of your appointment and which the Company
regards, or could reasonably be expected to regard as confidential, whether or
not such information is marked as such.
All confidential information and all other documents, papers and property
relating thereto (on whatever media or wherever located) which may have been
made or prepared by you, or at your request or have come into your possession or
under your control in the course of your appointment or which relate in any way
to The BOC Group, the business (including prospective business) or affairs of
The BOC Group or of any customer, supplier, agent distributor or sub-contractor
of The BOC Group shall as between the Company and you be deemed to be the
property of the Company. You will return to the Company all such documents and
other property including all copies immediately upon the termination of your
appointment or at any earlier time on demand.
You will immediately inform the Company if you become aware of the possession,
use or knowledge of any confidential information by any person not authorised to
possess, have use or knowledge of that information, whether during or after your
appointment and will, at the Company's request, provide such reasonable
assistance as is required to deal with such an event.
All such confidential information should not be disclosed unless or until it
enters the public domain, other than by breach of the terms of this letter, is
obtained from a third party who is lawfully authorised to disclose such
information, or is authorised for release by prior written consent of the Board.
Notwithstanding this, you are not prevented from disclosing confidential
information where it is required to be disclosed by law or any regulatory or
government authority.
- 2 -
6. REGULATORY REQUIREMENTS
It is a requirement under the Companies Act 1985 for a company to maintain a
register showing certain personal particulars of its directors. These details
must also be filed with the Registrar of Companies.
A Register of Directors' Interests must also be maintained pursuant to the
Companies Act 1985. Any interests held by you or connected persons in the shares
and options of the Company must be recorded. All changes to these interests must
also be notified to the Company and recorded throughout your directorship of the
Company. A more detailed overview of the requirements of the UK Companies Act
and UK Listing Authority is contained in section 21 of the Directors Reference
Binder.
7. DATA PROTECTION ACT
The Company, in connection with the administration of this appointment and your
directorship, will have to hold and process certain personal data relating to
you. Your signature to this letter will be taken as your consent to that
processing.
8. DIRECTORS' QUALIFICATION SHARES
Pursuant to the Company's Articles of Association, as a director you are
required to hold 500 ordinary shares in The BOC Group plc registered in your own
name (not in a nominee name or jointly with any other person).
9. DEALING IN BOC SECURITIES
There are a number of legal and regulatory requirements that restrict the
dealing by directors in the securities of the Company. These are explained in
more detail in sections 17 and 18 of the enclosed Directors' Reference Binder.
However you should be aware that in advance of any dealing, permission must be
obtained from the Chairman or Chief Executive using a 'Request for Permission to
Deal in the Securities of The BOC Group plc' form enclosed. Such request should
be sent via the Company Secretarial Department who will arrange for the request
to be reviewed and the consent, or refusal, to deal decision to be communicated
to you.
If consent is given, you should deal promptly and in any event within 3 working
days from receipt of the permission. If you delay by more than 3 working days,
you must reapply for permission to deal.
As a listed company, The BOC Group plc is subject to the Model Code set out in
the UKLA Listing Rules. The Model Code restricts the periods during which
directors may deal in a company's securities. The Open Period dates are given in
section 16 of the Directors Reference Binder.
Upon completion of the transaction full details must be reported immediately to
the Company Secretarial Department using the 'Notification of Dealing in
Securities of The BOC Group plc' form enclosed. This information will be used to
make the necessary notification to the Company Announcements Office of The
London Stock Exchange as required by the UKLA Listing Rules.
10. PREVIOUS AGREEMENTS
This letter agreement is in substitution for all previous agreements /
arrangements between you and the Company, in particular that dated 27 November
2001, and this letter agreement records the true and full position as at the
date hereof.
11. NOTICES
All notices must be given in writing and may be given by personal delivery, post
or fax. Notice served by you on the Company should be sent to the Company's
registered office. Notices served by the Company on you will be sent to your
last known address.
Notices will be deemed to have been served:
- 3 -
(a) if hand delivered, at the time of delivery; or
(b) if sent by fax, twelve hours after being transmitted (excluding
weekends and public holidays) subject to satisfactory confirmation of
transmission; or
(c) if sent by post, two days after posting (excluding weekends and public
holidays).
12. GOVERNING LAW
This appointment and the terms of this letter shall be governed by and construed
in all respects in accordance with English law.
Yours sincerely
/s/ Rob Margetts
Chairman
encs
I acknowledge, and agree to, the principal terms of my appointment as a
non-executive director of The BOC Group plc as set out above.
Signed: /s/ CJ O'Donnell Date: 24/5/04
- 4 -
1 June 2004
Mr A E Isaac
[Address]
Dear Tony
I refer to the resolution of the Board on 11 May 2004 whereby it was agreed to
vary your contract as set out below.
Accordingly I can confirm that your contract dated 19 November 2002, including a
side letter of the same date, is hereby varied so that "Retirement Age" as
defined in clause 11.4 shall be amended to "the conclusion of the Annual General
Meeting in 2007". Clause 11.2 (b) and 11.4 of your contract, as varied by this
letter, will now read:
11.2 (b) Paying the Executive at any time a sum in lieu of the unexpired
portion of the Notice Period. Such sum shall be equivalent to the
salary payable under paragraph 3.1 of this Agreement, bonus (payable
by reference to the average of actual Variable Compensation Plan
(VCP), bonus payments, if any, over the previous two financial years)
and a cash allowance in lieu of company car (each pro-rata to the
unexpired portion of the notice period), and enhancing the pension
benefits payable to or in respect of the Executive by calculating
those benefits as if the Executive's pensionable service terminates
at the end of the period by reference to which salary in lieu is
paid.
11.4 The Employment shall terminate in any event without notice upon the
conclusion of the Annual General meeting in 2007 (the "Retirement
Date"). If the Retirement Date occurs prior to the expiry of the
Notice Period, then the Executive will only be entitled to receive
such notice (or payment in lieu of notice) for the period up to that
date. The Employment may be extended beyond the Retirement Date by
prior mutual agreement between the Company and the Executive.
Additionally, in respect to the matters set out in my letter to you dated 19
November 2002 I propose recommending the following to the Remco to ensure your
remuneration remains competitive.
1. Long Term Incentive Plan
I will recommend that you will continue to receive allocation of not less
than 150% of your base salary for the issues planned in February 2005 and
February 2006, subject to the normal performance conditions.
Under the rules of the scheme, these awards will vest subject to any
performance conditions being satisfied and proportional payment will be
made to reflect the number of whole months of the performance period of
each award which have elapsed at the date of your retirement. Please note
any payments due will be made at the end of each LTIP period.
2. Exercise of outstanding ESOS Awards
I confirm any outstanding options you hold at the time of your retirement
will remain in force up to 31 January 2009. Rules for the ESOS (1995
Scheme) requires that, in the case of retirement, performance conditions
must be met before awards become eligible for exercise and that awards must
be held for 3 years before being eligible for exercise.
Rules for the ESOS (2003 Scheme) provides for pro-rata award based on
number of months the award has been held at time of retirement, subject to
performance conditions being met. Please note any grants due under the 2003
Scheme will be made at the end of each ESOS award period.
3. Other Performance Incentive
As you are aware, the Remuneration Committee is considering the
introduction of new/enhanced incentive schemes. I, hereby, confirm that it
is intended that you would participate in these up to the date of the
Annual General Meeting in 2007, subject to the rules of the scheme as
approved by shareholders at the 2005 Annual General Meeting.
Yours sincerely
Rob Margetts
Rob Margetts
Chairman
Signed in acceptance: Name: A E Isaac
Signature: A E Isaac
Date: 14 June 2004
Date: 27/9/04
Rob Margetts CBE FEng
C/o Matlin Patterson
1st Floor, 9 Park Place
St James
LONDON
SW1A 1LP
Dear Rob
Your appointment to the Board was effective 4 October 2001 and you became
Chairman at the conclusion of the Annual General Meeting in January 2002. With
the third anniversary of your appointment approaching, the Board is undertaking
a review to consider extending your term of office for a further three years,
subject to your re-election by the shareholders in accordance with the Articles
of Association.
I write to confirm that the Board has agreed that your term of office will be
temporarily extended to the conclusion of the Annual General Meeting to be held
on 14 January 2005, on the same terms as set out in your letter of appointment
dated 4 October 2001, pending completion of the review.
Yours sincerely
Sir Christopher O'Donnell
Senior Independent Director