Scope of the Employment. 4.1 The Executive shall: 4.1.1 devote the whole of his time, attention, ability and skills to his duties; 4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board; 4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board; 4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in force; 4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act; 4.1.6 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and 4.1.7 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require. 4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status. 4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties. 4.4 The Executive shall if and so long as the Company requires without further remuneration: 4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and 4.4.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of any Group Company. 4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce. 4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment. 4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 2 contracts
Sources: Executive Service Agreement (INC Research Holdings, Inc.), Executive Service Agreement (INC Research Holdings, Inc.)
Scope of the Employment. 4.1 The Executive shall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with with, and do such things as are necessary to ensure compliance by the Company and any relevant Group Company with, all the Company’s articles of association’s, rulesor any Group Company’s, regulations, legal and compliance policies and procedures from time in relation to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ and use anti-bribery, as well as all reasonable endeavours obligations under U.S. securities laws and all other applicable laws, rules and regulations applicable to assist the Company in preventing bribery and any relevant Group Company, including, without limitation, the UK Bribery Act of 2010;
4.1.5 comply with the articles of association (as amended from being conducted on its behalf in contravention time to time) of that Actthe Company and any Group Company of which he is a director;
4.1.6 at all times act in the best interests of the Company and use his best endeavours to promote promote, protect, develop and protect further the interests of the Company, any of its Group Companies and their employees; and;
4.1.7 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require; and
4.1.8 report to the Board his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Group immediately on becoming aware of it.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or any Group Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor of the Group intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 2 contracts
Sources: Executive Service Agreement, Executive Service Agreement (INC Research Holdings, Inc.)
Scope of the Employment. 4.1 The Executive shall:
4.1.1 (a) devote the whole of his time, attention, ability and skills to his duties;
4.1.2 (b) faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 obey (c) comply with all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 (d) comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in forceforce and applicable to him;
4.1.5 (e) exercise his duties in compliance with the requirements of the ▇B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company and any Group Member in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 (f) at all times act in the best interests of the Company and its Group Members and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies Members and their its employees; and
4.1.7 (g) keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company Member and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesreasonably determine.
4.4 The Executive shall if and so long as not, without the Company requires without further remuneration:prior consent of the Board:-
4.4.1 carry out his duties as instructed by the Company (a) on behalf of the Company or any Group Company; andMember, incur any capital expenditure in excess of such sum as may be authorised from time to time;
4.4.2 act (subject to b) on behalf of the Executive’s prior agreement) as a director, officer Company or consultant of any Group Company.Member, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his normal duties, or of an unusual, onerous or long term nature,
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company Member and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its any Group Member or their business or to destabilise its their workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 2 contracts
Sources: Service Agreement (Vaccitech PLC), Service Agreement (Vaccitech PLC)
Scope of the Employment. 4.1 5.1 The Executive shall:
4.1.1 (a) report to the Chairman and Chief Executive of PCCW;
(b) devote the whole of his time, attention, ability attention and skills skill as may reasonably be required to the performance of his duties;
4.1.2 (c) faithfully and diligently perform such duties and exercise such powers consistent with his senior status/position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 (d) use his best endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests;
(e) obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 (f) comply with all the Company’s articles of association, 's rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and
4.1.7 (g) keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct therewith as the Chief Executive Officer and/or Board may from time to time require
(h) perform duties for any Group Company if so required by the Board.
4.2 Subject 5.2 The Executive shall not:
(a) at any time during the Employment be employed or engaged by or in or provide services to (whether as an employee, officer, director, agent, partner or otherwise) any business other than that of the Company or of any Group Company without consent in writing being given by the Board;
(b) have any direct or indirect financial interest in any business entity which in any way is in a similar field to the Company or to any Group Company or which is a client of the Company or a Group Company. Nothing in this clause 4.3 shall preclude the Executive from holding any shares or loan capital (not exceeding five per cent of the share or loan capital of the class concerned for the time being in issue) in any company whose shares are listed or dealt in on a recognized Stock Exchange.
5.3 The Company reserves the right to assign suspend all or any of the Executive's duties and powers on such terms as it considers expedient (including a term that the Executive shall not attend at the Company's premises) PROVIDED THAT throughout any such period of suspension the Executive shall continue to receive his normal salary and other contractual benefits to which he is entitled under this Agreement but excluding any bonus/ commission/share of profit and provided further throughout any such period of suspension the Executive shall remain fully bound by all duties of a different nature on a permanent or temporary basis either in addition fidelity (including but not limited to or instead of those referred duties with regard to in clause 4.1 above, it being understood that he will not be assigned duties confidential information) to which he cannot reasonably perform was subject under the terms of this Agreement or which are inconsistent with his position by general law prior to the commencement of such period. The Company shall be under no obligation to assign any duties to the Executive and statusshall be entitled to exclude him from its premises.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the 5.4 The Company shall be at liberty to assign appoint any other person or persons to act jointly with the Executive such other duties as the Company shall determine in its absolute discretion and any position to which he may appoint another person be assigned from time to carry out the Executive’s former dutiestime.
4.4 5.5 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act (subject may at its sole discretion transfer this Agreement to the Executive’s prior agreement) as a director, officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company at any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcetime.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Sources: Service Agreement (PCCW LTD)
Scope of the Employment. 4.1 The Save as specifically agreed with the Chief Executive Officer, the Executive shall:
4.1.1 devote the whole of his her time, attention, ability and skills to his her duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his her position as may from time to time be assigned to or vested in him her by the Chief Executive Officer and the Board;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures and all provisions of any relevant shareholders agreement (if applicable) from time to time in force;
4.1.5 comply with the general duties of directors set out in sections 171-177 of the Companies ▇▇▇ ▇▇▇▇, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.6 exercise his her duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;.
4.1.6 4.1.7 at all times act in the best interests of the Company and use his her best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and;
4.1.7 4.1.8 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his her conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require; and
4.1.9 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he she will not be assigned duties which he she cannot reasonably perform or which are inconsistent with his her position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with her status, role and experience as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesdiscretion.
4.4 The Executive shall not, without the prior consent of the Chief Executive Officer:-
4.4.1 on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time; and
4.4.2 on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of her normal duties, or of an unusual, onerous or long term nature;
4.4.3 engage or employ any person; or
4.4.4 dismiss any employee of the Company or any Group Company.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 4.5.1 carry out his her duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.5.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of the Company and/or any Group Company.
4.5 4.6 The Executive confirms that he she has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he she agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcebusiness.
4.6 4.7 The Executive shall disclose to the Company Chief Executive Officer any direct or indirect approach or solicitation by any competitor Competitor or potential competitor Potential Competitor intended to encourage him and/or any other employee of the Company her to terminate their her employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive shall be employed as Chief Operating Officer, in which position he shall:
4.1.1 report directly to the Chief Executive Officer of the Company;
4.1.2 devote the whole of his time, attention, ability attention and skills skill to his dutiesduties under this Agreement and under the GSA;
4.1.2 4.1.3 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 4.1.4 obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 4.1.5 comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance force and especially with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Management System Policy Manual (“the Manual”) the contents of which the Executive accepts and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employeesis fully aware of; and
4.1.7 4.1.6 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct therewith as the Chief Executive Officer and/or Board may require from time to time requiretime.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires and without any further remuneration:remuneration therefore (except as otherwise agreed):
4.4.1 4.2.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.2.2 act (subject to the Executive’s prior agreement) as a director, director or officer or consultant of any Group Company.
4.5 4.3 The Executive confirms that he has disclosed Company may, if necessary, at its sole discretion transfer this Agreement to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company at any time on the same terms and the Executive and he agrees conditions as set out herein, subject to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee Group Company’s express assumption of the Company Company’s obligations hereunder and subject to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in such transfer being effected for the best interests of the Company by and not as a punitive or detrimental measure against the Executive.
4.4 The Executive agrees that he will provide a copy of clauses 12 and 15 of this Agreement (and a copy of any employees clause of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this GSA relating to the General Counselsame) to any person, firm, company or other entity making an offer of employment, agency, consultancy, partnership or joint venture to him/her during the Employment or thereafter whilst any restrictions in clauses 12 and/or 15 and/or the GSA remain in force immediately upon receiving any such offer.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive shall be employed as Chief Executive Officer of the Company, in which position he shall:
4.1.1 unless otherwise directed by the Board or prevented by incapacity and subject to clause 9, the Executive shall, during normal business hours and during such other hours as may be necessary, devote the whole of his time, attention, ability attention and skills skill to his dutiesthe business of the Company and any Group Company for whom he is required to carry out duties by the Board pursuant to this clause 4;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer Board and use his best endeavours to promote the Boardinterests of the Company and any Group Company;
4.1.3 obey all comply with the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 observe and comply with all the Articles of Association of the Company and comply with such of the Company’s articles of association, 's rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act force as, in the best interests case of rules, regulations, policies and procedures not derived from law or regulation are reasonable and have been previously notified to the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employeesExecutive; and
4.1.7 4.1.5 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct therewith as the Chief Executive Officer and/or Board may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires and without any further remunerationremuneration therefor than is herein mentioned, in addition to those duties which he is required to perform for the Company:
4.4.1 4.2.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.2.2 act (subject to the Executive’s prior agreement) as a director, director or officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he provided that this shall promptly report this be subject to the General Counselprior agreement of the Executive, such agreement not to be unreasonably withheld or delayed).
Appears in 1 contract
Scope of the Employment. 4.1 The Save as specifically agreed with the Chief Executive Officer and the AT plc Board in respect of his obligations under clause 14.1, the Executive shall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with all the Company’s 's articles of association, rules, regulations, policies and procedures and with the policies and procedures of Adaptimmune Therapeutics plc from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which any Group Company is subject from time to time (including the US Securities and Exchange Commission and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company Secretary of Adaptimmune Therapeutics plc such information as Adaptimmune Therapeutics plc may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 comply, and will procure, so far as he is able, that his spouse or civil partner and dependent children (if any), or any trust in which he, his spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the Company or to any Group Company;
4.1.8 comply with the general duties of directors set out in sections 171-177 of the Companies A▇▇ ▇▇▇▇, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.9 exercise his duties in compliance with the requirements of the ▇B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company and any Group Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 4.1.10 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and;
4.1.7 4.1.11 keep the Chief Executive Officer Board and/or Board the AT plc Board, as applicable, at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer Board and/or the AT plc Board may from time to time require; and
4.1.12 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with his status, role and experience as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesdiscretion.
4.4 The Executive shall not, without the prior consent of the Chief Executive Officer:-
4.4.1 on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time; and
4.4.2 on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any limits of authority or budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 4.5.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.5.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of the Company and/or any Group Company.
4.5 4.6 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcebusiness.
4.6 4.7 The Executive shall disclose to the Company Chief Executive Officer any direct or indirect approach or solicitation by any competitor Competitor or potential competitor Potential Competitor intended to encourage him and/or any other employee of the Company to terminate their his employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 5.1 The Executive shall be employed as Chief Finance Officer and Chief Operating Officer of the Company, in which position he shall:
4.1.1 (a) devote substantially the whole of his time, attention, ability attention and skills skill to the performance of his dutiesduties and work closely with other executives of the Group on projects as directed from time to time by the Chief Executive Officer;
4.1.2 (b) faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 (c) use his reasonable endeavours to promote and protect the interests of the Company and the Group and shall not do anything which is harmful to those interests or impair his ability to act for the Company or the Group;
(d) obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;; and
4.1.4 (e) comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in force;.
4.1.5 exercise his duties in compliance with 5.2 The Company reserves the requirements right, subject to the prior approval of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Board:
5.2.1 to suspend all or any of the Executive’s duties and use all reasonable endeavours to assist powers on any terms as it considers expedient (including a term that the Company in preventing bribery from being conducted on its behalf in contravention of Executive shall not attend at the Company’s or any Group Company’s premises and/or that Act;
4.1.6 at all times act in the best interests Executive shall not contact or have dealings with any customer, client, supplier or employee of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and
4.1.7 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and or any Group Company and provide such explanations Company) in connection order to deal with such conduct as the Chief Executive Officer and/or Board may from time any disciplinary issues; or
5.2.2 to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign require the Executive to carry out the duties of a different nature on a permanent or temporary basis another position either in addition to or instead of those referred his duties as Chief Finance Officer and Chief Operating Officer of Vislink International Ltd.
5.3 During the Employment the Company shall be under no obligation to in clause 4.1 above, it being understood that he will not assign any duties to the Executive and shall be assigned duties which he cannot reasonably perform entitled to exclude him from its premises or which are inconsistent with his position and statusthe premises of any Group Company.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the 5.4 The Company shall be at liberty to assign appoint any other person or persons to act jointly with the Executive such other duties as the Company shall determine in its absolute discretion and any position to which he may appoint another person be assigned from time to carry out the Executive’s former dutiestime.
4.4 5.5 The Executive shall shall, if and so as long as the Company requires requires, and without entitlement to any further remuneration:remuneration than is provided for in this Agreement;
4.4.1 (a) carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 (b) act (subject to the Executive’s prior agreement) as a director, director or officer or consultant of any Group Company.
4.5 5.6 The Executive confirms that he has disclosed Company may at its sole discretion transfer this Agreement to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company at any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcetime.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive shall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 obey comply with all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in forceforce and applicable to him;
4.1.5 exercise his duties in compliance with the requirements of the ▇B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company and any Group Members in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act in the best interests of the Company and its Group Members and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies Members and their its employees; and
4.1.7 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company Member and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesdiscretion.
4.4 The Executive shall if and so long as not, without the Company requires without further remuneration:prior consent of the Board:-
4.4.1 carry out his duties as instructed by the Company on behalf of the Company or any Group Company; andMember, incur any capital expenditure in excess of such sum as may be authorised from time to time;
4.4.2 act (subject to on behalf of the Executive’s prior agreement) as a director, officer Company or consultant of any Group CompanyMember, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his normal duties, or of an unusual, onerous or long term nature.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company Member and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its any Group Member or their business or to destabilise its their workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Sources: Service Agreement (Vaccitech PLC)
Scope of the Employment. 4.1 The Executive shall be employed as Executive Director, Business Development of the Company, in which position he shall:
4.1.1 unless otherwise directed by the Board or prevented by incapacity and subject to clause 9, the Executive shall, during normal business hours and during such other hours as may be necessary, devote the whole of his time, attention, ability attention and skills skill to his dutiesthe business of the Company and any Group Company for whom he is required to carry out duties by the Board pursuant to this clause 4;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer Board and use his best endeavours to promote the Board;interests of the Company and any Group Company,
4.1.3 obey all comply with the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 observe and comply with all the Articles of Association of the Company and comply with such of the Company’s articles of association, 's rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act force as, in the best interests case of rules, regulations, policies and procedures not derived from law or regulation, are reasonable and have been previously notified to the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employeesExecutive; and
4.1.7 4.1.5 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct therewith as the Chief Executive Officer and/or Board may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires and without any further remunerationremuneration therefor than is herein mentioned, in addition to those duties which he is required to perform for the Company:
4.4.1 4.2.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.2.2 act (subject to the Executive’s prior agreement) as a director, director or officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he provided that this shall promptly report this be subject to the General Counselprior agreement of the Executive, such agreement not to be unreasonably withheld or delayed).
Appears in 1 contract
Scope of the Employment. 4.1 The 5.1 During the Employment the Executive shall:
4.1.1 (a) devote the whole of his time, attention, ability attention and skills skill to his dutiesthe business and affairs of the Company and the Group during the hours of work described in Clause 5 except during holidays and periods of absence due to ill health;
4.1.2 faithfully (b) faithfully, competently and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and Board, to the standard reasonably required by the Board. Such powers and duties may exceptionally fall outside the normal ambit of the Executive’s position but will not be duties inappropriate to the Executive’s status;
4.1.3 (c) use his best endeavours to promote and maintain the interests and reputation of the Group;
(d) report to the CEO (or such other person being a member of the Board as the Board may from time to time nominate and notify the Executive);
(e) obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 (f) comply with all the CompanyGroup’s articles of association, rules, regulations, policies and procedures from time to time in forceforce including but not limited to the Diageo Code of Business Conduct;
4.1.5 exercise his (g) comply with the articles of association of any Group Company of which he is a director and all statutory, fiduciary and common law duties in that apply to him from time to time and do all such things as are necessary to ensure compliance with the requirements UK Corporate Governance Code,
(h) travel to such places (within or outside the United States) in such manner and on such occasions as the Board may from time to time reasonably determine;
(i) refrain from doing or permitting any matter which causes any regulatory authority in the United States, United Kingdom or elsewhere to withdraw permission or in any way prevent the Executive from carrying out his duties under this Agreement;
(j) not at any time without the prior consent of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted Board incur on its behalf in contravention of that Act;
4.1.6 at all times act in the best interests of the Company and use his best endeavours or any Group Company any capital expenditure in excess of such sum as may be authorised from time to promote and protect time by the interests Board or enter into on behalf of the CompanyCompany or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature;
(k) not without the prior consent of the Board seek or accept from any actual or prospective customer, controller or supplier of its the Group Companies any gift, gratuity or benefit which breaches the Diageo Code of Business Conduct and, in particular, the provisions of that Code relating to Acceptance of Entertainment and their employeesGifts. In case of doubt, the Executive shall consult the Board in relation to these matters; and
4.1.7 (l) keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct it as the Chief Executive Officer and/or Board may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Sources: Service Agreement (Diageo PLC)
Scope of the Employment. 4.1 5.1 The Executive shall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently (a) perform such duties and exercise such powers which are consistent with his position as may from time to time be and which are assigned to or vested in him by the Chief Board and the Executive Officer agrees to cease performing or exercising any such duty or power at the Board’s request;
(b) comply with all lawful and reasonable directions and requests made by the Board;
4.1.3 obey (c) attend all reasonable and lawful directions meetings of the Chief Executive Officer and the BoardBoard (unless prevented by illness or other unforeseen event);
4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 (d) at all times act in perform his duties with skill and care;
(e) faithfully and diligently serve the best interests Company and the Parent;
(f) use his atmost endeavours to promote and develop the businesses of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; andParent;
4.1.7 keep the Chief Executive Officer and/or Board (g) at all times promptly and keep the Board fully informed (in writing if so requestedor as directed) of his conduct of the business affairs of the Company and the Parent;
(h) perform services for any Group Company and provide such explanations if so required by the Board; and
(i) comply with the Model Code for transactions in connection with such conduct as securities by directors published by the Chief Executive Officer and/or Board may from time to time requireLondon Stock Exchange.
4.2 Subject to clause 4.3 5.2 The Executive shall not:
(a) at any time during the Company reserves the right to assign the Executive duties of a different nature on a permanent Employment be employed or temporary basis either engaged by or in addition to or instead of those referred to any other business without consent in clause 4.1 above, it writing being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company Board (such consent not to be unreasonably withheld);
(b) have any direct or the Executive), the Company shall be at liberty indirect financial interest in any business entity which in any way is in a similar field to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubtCompany, this includes but or which is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees client of the Company or any Group Company Company, provided that nothing in this clause shall preclude the Executive from holding any shares or loan capital (including his own wrongdoing not exceeding five per cent of the share or conductloan capital of the class concerned for the time being in issue) in any company whose shares are listed or dealt in on a recognized stock exchange.
5.3 The Board shall be at liberty to appoint any other person or persons to act jointly with the Executive in any position to which he shall promptly report this may be assigned from time to the General Counseltime.
Appears in 1 contract
Sources: Service Agreement (Inverness Medical Innovations Inc)
Scope of the Employment. 4.1 The 5.1 During the Employment the Executive shall:
4.1.1 (a) devote the whole of his his/her time, attention, ability attention and skills skill to his dutiesthe business and affairs of the Company during the hours of work described in Paragraph 6.1 except during holidays and periods of absence due to ill health;
4.1.2 faithfully (b) faithfully, competently and diligently perform such duties and exercise such powers consistent with his his/her position as may from time to time be assigned to or vested in him him/her or her by the Chief Executive Officer Company. Such powers and duties may exceptionally fall outside the Boardnormal ambit of the Executive’s position but will not be duties inappropriate to the Executive’s status;
4.1.3 (c) use his/her best endeavours to promote and maintain the interests and reputation of the Company;
(d) report to his/her Manager;
(e) obey all the reasonable and lawful directions of the Chief Executive Officer and the BoardCompany and, in particular, his/her Manager;
4.1.4 (f) comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in forceforce including but not limited to the Diageo Code of Business Conduct;
4.1.5 exercise his duties (g) travel to such places (within or outside the United Kingdom and the United States) in compliance with such manner and on such occasions as the requirements Company may from time to time reasonably determine;
(h) refrain from doing or permitting any matter which causes any regulatory authority in the United Kingdom, United States or elsewhere to withdraw permission or in any way prevent the Company from employing or otherwise using the services of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that ActExecutive;
4.1.6 (i) not at all times act in any time without the best interests prior consent of his/her Manager incur on behalf of the Company and use his best endeavours or any Group Company any capital expenditure in excess of such sum as may be authorized from time to promote and protect the interests time by his/her Manager or enter into on behalf of the Company or any Group Company any commitment, contract or arrangement, that is otherwise than in the normal course of business or is outside the scope of his/her normal duties or is of an unusual or onerous or long term nature;
(j) not without the prior consent of his/her Manager seek or accept from any actual or prospective customer, controller or supplier of the Group any gift, gratuity or benefit which breaches the Company’s Code of Conduct and, any in particular, the provisions of its Group Companies that Code relating to Acceptance of Entertainment and their employeesGifts. In case of doubt, the Executive shall consult his/her Manager in relation to these matters; and
4.1.7 (k) keep the Chief Executive Officer and/or Board his/her Manager at all times promptly and fully informed (in writing if so requested) of his his/her conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct it as the Chief Company and, in particular, his/her Manager may require.
5.2 The Company shall be entitled at any time to require the Executive Officer and/or Board to perform duties consistent with his/her role and status not only for the Company but also for any Group Company including, if so required, acting as a director of any Group Company. The Company may at its sole discretion transfer this Agreement to any Group Company at any time.
5.3 The Company has implemented a Global Computer Usage, Email and Internet Policy, Alcohol Policy, Drugs/Solvent Abuse and Dependency Policy, Expenses Policy and Mobile Phones Policy, and others posted on Diageo One, which the Executive is obliged to comply with at all times during the Executive’s employment. In particular, the Executive’s attention is drawn to the sections of the Global Computer Usage, Email and Internet Policy, which indicate that the Company may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out monitor the Executive’s former duties.
4.4 use of its communication systems, namely its computer systems and telephones. The Executive shall if and so long as acknowledges that the Company requires without further remuneration:
4.4.1 carry has a legitimate interest in carrying out his duties as instructed this monitoring and that, by the Company on behalf of any Group Company; and
4.4.2 act (subject to the Executive’s prior agreement) as a directorsigning this Agreement, officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees consents to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforceit.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Sources: Employment Agreement (Diageo PLC)
Scope of the Employment. 4.1 The Save as specifically agreed with the Board (and, in particular, in relation to the Executive’s engagements with Immunocore Limited and GW Pharmaceuticals Plc), the Executive shall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures and all provisions of the shareholders agreement (if applicable) from time to time in force;
4.1.5 comply with the general duties of directors set out in sections 171-177 of the Companies ▇▇▇ ▇▇▇▇, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.6 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;.
4.1.6 4.1.7 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and;
4.1.7 4.1.8 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require; and
4.1.9 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with his status, role and experience as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesdiscretion.
4.4 The Executive shall not, without the prior consent of the Board:-
4.4.1 on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time; and
4.4.2 on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any limits of authority or budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 4.5.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.5.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of the Company and/or any Group Company.
4.5 4.6 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcebusiness.
4.6 4.7 The Executive shall disclose to the Company Chairman any direct or indirect approach or solicitation by any competitor Competitor or potential competitor Potential Competitor intended to encourage him and/or any other employee of the Company to terminate their his employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive shall be seconded to HSBC in Hong Kong to act as Group Chief Executive of HSBC, reporting to the Group Chairman of HSBC, in which capacity he may also be required to perform duties (consistent with his role and status as Group Chief Executive of HSBC) for the Employer and/or any Group Company (the “Secondment”).
4.2 The Executive shall:
4.1.1 4.2.1 devote the whole of his working time, attention, ability attention and skills skill to his duties;
4.1.2 4.2.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and Employer or the Board;
4.1.3 4.2.3 obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 4.2.4 comply with all of the CompanyGroup’s articles of association, rules, regulations, policies and procedures from time to time in force;in
4.1.5 exercise 4.2.5 use his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Employer and any Group Company, any of its Group Companies and their employees; and
4.1.7 4.2.6 (in accordance with any reporting procedures prescribed by the Board) keep the Chief Executive Officer and/or Board Employer at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct therewith as the Chief Executive Officer and/or Board may require from time to time requiretime.
4.2 Subject 4.3 The Employer may, with the agreement of the Executive, transfer this Agreement to any Group Company at any time.
4.4 During any period in which the Executive is suspended in accordance with clause 4.3 13.2 of this Agreement or during any period in which the Company Executive is assigned no duties in accordance with clause 3.3 of this Agreement, the Board reserves the right to assign appoint any other person or persons to act jointly with the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and statusas Group Chief Executive.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 The Save as specifically agreed with the Chief Executive Officer and the AT plc Board in respect of her obligations under clause 14.1, the Executive shall:
4.1.1 devote the whole of his her time, attention, ability and skills to his her duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his her position as may from time to time be assigned to or vested in him her by the Chief Executive Officer and the Board;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures and with the policies and procedures of Adaptimmune Therapeutics plc from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which any Group Company is subject from time to time (including the US Securities and Exchange Commission and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company Secretary of Adaptimmune Therapeutics plc such information as Adaptimmune Therapeutics plc may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 comply, and will procure, so far as she is able, that her spouse or civil partner and dependent children (if any), or any trust in which she, her spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the Company or to any Group Company;
4.1.8 comply with the general duties of directors set out in sections 171-177 of the Companies ▇▇▇ ▇▇▇▇, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.9 exercise his her duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company and any Group Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 4.1.10 at all times act in the best interests of the Company and use his her best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and;
4.1.7 4.1.11 keep the Chief Executive Officer Board and/or Board the AT plc Board, as applicable, at all times promptly and fully informed (in writing if so requested) of his her conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer Board and/or the AT plc Board may from time to time require; and
4.1.12 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he she will not be assigned duties which he she cannot reasonably perform or which are inconsistent with his her position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with her status, role and experience as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesdiscretion.
4.4 The Executive shall not, without the prior consent of the Chief Executive Officer:-
4.4.1 on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time; and
4.4.2 on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of her normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any limits of authority or budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 4.5.1 carry out his her duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.5.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of the Company and/or any Group Company.
4.5 4.6 The Executive confirms that he she has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he she agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself herself which might reasonably be expected to harm the Company or its business or to destabilise its workforcebusiness.
4.6 4.7 The Executive shall disclose to the Company Chief Executive Officer any direct or indirect approach or solicitation by any competitor Competitor or potential competitor Potential Competitor intended to encourage him and/or any other employee of the Company her to terminate their her employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 The Save as specifically agreed with the Board (and, in particular, in relation to the Executive’s engagement with GW Pharmaceuticals Plc), the Executive shall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which the Company is subject from time to time (including the US Securities and Exchange Commission, Nasdaq and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company Secretary such information as the Company may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 comply, and will procure, so far as he is able, that his spouse or civil partner and dependent children (if any), or any trust in which he, his spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the Company or any Group Company;
4.1.8 comply with the general duties of directors set out in sections 171-177 of the Companies ▇▇▇ ▇▇▇▇, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.9 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 4.1.10 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and;
4.1.7 4.1.11 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require; and
4.1.12 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with his status, role and experience as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesdiscretion.
4.4 The Executive shall not, without the prior consent of the Board:-
4.4.1 on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time; and
4.4.2 on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any limits of authority or budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 4.5.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.5.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of the Company and/or any Group Company.
4.5 4.6 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcebusiness.
4.6 4.7 The Executive shall disclose to the Company Chairman any direct or indirect approach or solicitation by any competitor Competitor or potential competitor Potential Competitor intended to encourage him and/or any other employee of the Company to terminate their his employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive During the Employment you shall:
4.1.1 unless prevented by ill-health or incapacity devote the whole of his your time, attentionattention and skill to the business and affairs of the Employer or any Group Company in respect of which you undertake duties and use your best endeavours to promote their interests provided that the Board may at any time require you to cease performing and exercising all or any of such duties, ability and skills to his dutiesfunctions or powers in accordance with the terms of this Agreement;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his your position as may from time to time be assigned to or vested in him you by the Chief Executive Officer and the Board;
4.1.3 obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 abide by any statutory, fiduciary or common law duties to the Employer or any Group Company of which you are a director including but not limited to the general duties owed by a director under section 171 to 177 of the Companies ▇▇▇ ▇▇▇▇ (as amended, extended or re-enacted from time to time);
4.1.5 not do anything that would cause you to be disqualified from acting as a director;
4.1.6 comply with any Memorandum and Articles of Association and all the Company’s articles of association, other Group rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his 4.1.7 report to the CEO of the Group (or their delegate) and shall further keep the Board at all times promptly and fully informed (in writing if so requested) of your conduct of the business of the Employer and any Group Company and provide such explanations in connection with it as the Board may require;
4.1.8 comply with all requirements, recommendations or regulations relating to dealing in the securities of Employer or any Group Company including any share dealing code issued by the Group and any code of practice, policies or procedures manual issued by us (as amended from time to time) relating to dealing in the securities of Employer or any Group Company;
4.1.9 neither commit nor attempt to commit the criminal offence of insider dealing;
4.1.10 not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Board any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made;
4.1.11 not without the written consent of the Board make or seek to make on your behalf or (otherwise than properly in the performance of your duties to the Employer) on behalf of any other person, firm or company any contract or other arrangement of a commercial nature with any actual or prospective customer, contractor or supplier of the Employer or any Group Company; and
4.1.12 immediately disclose to a member of the Board your own actual or prospective wrongdoing (including any breach of clauses 11, 12 and 16 of this Agreement) and the wrongdoing of any other employee of the Employer or any Group Company.
4.2 You shall if and so long as we require and without any further remuneration carry out your duties on behalf of any Group Company. The duties attendant on any such appointment will be carried out by you as if they were duties to be performed by you on behalf of the Employer under this Agreement.
4.3 We are not obliged to ensure that you remain a statutory director of any company in compliance the Group, and your removal from the Board in accordance with the requirements articles of association or otherwise will not be a breach of this Agreement by us.
4.4 Subject to any regulations issued by the Employer, you shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission in respect of any sale or purchase of goods effected or other business transacted (whether or not by you) by or on behalf of the Employer or any Group Company and if you (or any firm or company in which you are interested) shall obtain any such discount, rebate or commission you shall account to the Employer or the relevant Group Company for the amount received by you (or a due proportion of the amount received by such company or firm having regard to the extent of your interest therein).
4.5 You must comply with the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 related procedures at all times act in times. In particular you shall not during the best interests term of this Agreement without the consent of the Company and use his best endeavours to promote and protect the interests Board seek or accept from any actual or prospective customer, contractor or supplier of the Company, any of its Group Companies and their employees; and
4.1.7 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company Employer or any Group Company and any gift, gratuity or benefit of more than a trivial value or any hospitality otherwise than properly in the Executive and he agrees to disclose fully performance of your duties to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company Employer or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counselof a kind and value.
Appears in 1 contract
Sources: Service Agreement (Charles River Laboratories International, Inc.)
Scope of the Employment. 4.1 The 3.1 During the Employment the Executive shall:
4.1.1 (a) devote the whole of his time, attention, ability attention and skills skill to the business and affairs of the Company both during normal business hours (as set out in Schedule 1) and during such additional hours as are reasonably necessary for the proper performance of his dutiesduties or as the Board may reasonably require from time to time;
4.1.2 (b) faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and Board to a standard that is acceptable to the BoardBoard in all material respects;
4.1.3 (c) obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 (d) comply with all the Company’s articles of association, 's rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and
4.1.7 (e) keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct it as the Chief Executive Officer and/or Board may from time to time reasonably require.
4.2 Subject 3.2 The Executive agrees, for the purposes of Regulation 5 of The Working Time Regulations 1998 (the "Regulations"), that Regulation 4 of the Regulations does not apply to him. The Company and the Executive agree that the Executive's consent, for the purpose of this clause 4.3 3.2, shall continue indefinitely provided that the Executive may withdraw such consent at any time by giving the Company reserves the right three months' notice of his wish to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and statusdo so.
4.3 During any period of notice of termination (whether given by 3.3 The Executive acknowledges the obligations on the Company or the Executive), to maintain up to date records as set out in Regulation 5 (4) and accordingly undertakes to provide the Company shall be at liberty with such records as are necessary to assign the Executive such other duties as enable the Company shall determine in its absolute discretion and may appoint another person to carry out comply with the Executive’s former dutiesRegulations.
4.4 3.4 The Executive shall if and so long as the Company reasonably requires and without any further remuneration:
4.4.1 remuneration carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 Company and act (subject to the Executive’s prior agreement) as a director, director or officer or consultant of any Group Company.
4.5 3.5 The Executive confirms that he has disclosed Company may at its sole discretion transfer this Agreement to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company at any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcetime.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive shall be employed as Chief Executive Officer of the Company, in which position he shall:
4.1.1 unless otherwise directed by the Board or prevented by incapacity and subject to clause 9, the Executive shall, during normal business hours and during such other hours as may be necessary, devote the whole of his time, attention, ability attention and skills skill to his dutiesthe business of the Company and any Group Company for whom he is required to carry out duties by the Board pursuant to this clause 4;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer Board and use his best endeavours to promote the Board;interests of the Company and any Group Company,
4.1.3 obey all comply with the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 observe and comply with all the Articles of Association of the Company and comply with such of the Company’s articles of association, 's rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act force as, in the best interests case of rules, regulations, policies and procedures not derived from law or regulation are reasonable and have been previously notified to the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employeesExecutive; and
4.1.7 4.1.5 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct therewith as the Chief Executive Officer and/or Board may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires and without any further remunerationremuneration therefor than is herein mentioned, in addition to those duties which he is required to perform for the Company:
4.4.1 4.2.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.2.2 act (subject to the Executive’s prior agreement) as a director, director or officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he provided that this shall promptly report this be subject to the General Counselprior agreement of the Executive, such agreement not to be unreasonably withheld or delayed).
Appears in 1 contract
Scope of the Employment. 4.1 The Save as specifically agreed with the Board (and, in particular, in relation to the Executive’s engagements with Immunocore Limited and GW Pharmaceuticals Plc), the Executive shall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and the Board;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures and all provisions of the shareholders agreement (if applicable) from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which the Company is subject from time to time (including the US Securities and Exchange Commission, Nasdaq and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company such information as the Company may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 comply, and will procure, so far as he is able, that his spouse or civil partner and dependent children (if any), or any trust in which he, his spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the Company or any Group Company;
4.1.8 comply with the general duties of directors set out in sections 171-177 of the Companies ▇▇▇ ▇▇▇▇, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.9 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;.
4.1.6 4.1.10 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and;
4.1.7 4.1.11 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board may from time to time require; and
4.1.12 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with his status, role and experience as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesdiscretion.
4.4 The Executive shall not, without the prior consent of the Board:-
4.4.1 on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time; and
4.4.2 on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any limits of authority or budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 4.5.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.5.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of the Company and/or any Group Company.
4.5 4.6 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcebusiness.
4.6 4.7 The Executive shall disclose to the Company Chairman any direct or indirect approach or solicitation by any competitor Competitor or potential competitor Potential Competitor intended to encourage him and/or any other employee of the Company to terminate their his employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive During the Employment you shall:
4.1.1 serve the Employer and each Group Company to the best of your ability;
4.1.2 unless prevented by ill-health or incapacity devote the whole of his your working time, attention, ability attention and skills skill to his dutiesthe business and affairs of the Employer and to such other duties within the Employer or any Group Company consistent with your position as may be assigned to you during the continuance of the Employment;
4.1.2 4.1.3 faithfully and diligently perform such duties and exercise such powers consistent with his your position as may from time to time be assigned to or vested in him you by the Chief Executive Officer and the Board;
4.1.3 4.1.4 do all reasonably in your power to protect, promote, develop and extend the business interests and reputation of the Employer and each Group Company;
4.1.5 obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 4.1.6 comply with the Memorandum and Articles of Association and of any Group Company and all the Company’s articles of association, other rules, regulations, policies and procedures from time to time in forceforce in relation to the Employer or any Group Company;
4.1.5 exercise his 4.1.7 abide by any statutory, fiduciary or common law duties in compliance with to the requirements Employer or any Group Company of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Actwhich you are a director;
4.1.6 at all times act in the best interests of the Company and use his best endeavours 4.1.8 not do anything that would cause you to promote and protect the interests of the Company, any of its Group Companies and their employees; andbe disqualified from acting as a director;
4.1.7 4.1.9 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his your conduct of the business of the Company Employer and any Group Company and provide such explanations in connection with such conduct it as the Chief Executive Officer and/or Board may from time require; and
4.1.10 report your own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Employer or of any Group Company to time requirethe Board immediately on becoming aware of it.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive You shall if and so long as the Company requires we require and without any further remuneration:
4.4.1 remuneration carry out his your duties as instructed by the Company on behalf of any Group Company and act as a director or officer of any Group Company.
4.3 You shall promptly disclose to the Board any information that comes into your possession which adversely affects or may adversely affect the Employer or any Group Company or the business of the Employer or any Group Company including, but not limited to:
4.3.1 the plans of any other senior employee to leave the Employer or any Group Company (whether alone or in concert with any other employee), including, but not limited to, the plans of such an employee to join a competitor or to establish a business in competition with the Employer or any Group Company; and
4.4.2 act (subject 4.3.2 the misuse by any employee of any Confidential Information belonging to the Executive’s prior agreement) as a director, officer Employer or consultant of any Group Company; and
4.3.3 the conduct of any employee, agent or service provider which constitutes bribery within the meaning of the Bribery Act 2010.
4.4 We are not obliged to ensure that you become or remain a director of the Employer, and if you are/do become a director of the Employer, any removal from the Board in accordance with the Employer’s Articles of Association or otherwise will not be a breach of this Agreement by us.
4.5 The Executive confirms that he has disclosed We take a zero tolerance approach to tax evasion. You must not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Company all circumstances in respect of which there is, Board any request or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by demand from a third party or to facilitate the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee evasion of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company tax or any Group Company (including his own wrongdoing concerns that such a request or conduct) he shall promptly report this to the General Counseldemand may have been made.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive During the Employment you shall:
4.1.1 serve the Employer and each Group Company to the best of your ability;
4.1.2 unless prevented by ill-health or incapacity devote the whole of his your working time, attention, ability attention and skills skill to his dutiesthe business and affairs of the Employer and to such other duties within the Employer or any Group Company consistent with your position as may be assigned to you during the continuance of the Employment;
4.1.2 4.1.3 faithfully and diligently perform such duties and exercise such powers consistent with his your position as may from time to time be assigned to or vested in him you by the Chief Executive Officer and the Board;
4.1.3 4.1.4 do all reasonably in your power to protect, promote, develop and extend the business interests and reputation of the Employer and each Group Company;
4.1.5 obey all the reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 4.1.6 comply with the Memorandum and Articles of Association and of any Group Company and all the Company’s articles of association, other rules, regulations, policies and procedures from time to time in forceforce in relation to the Employer or any Group Company;
4.1.5 exercise his 4.1.7 abide by any statutory, fiduciary or common law duties in compliance with to the requirements Employer or any Group Company of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Actwhich you are a director;
4.1.6 at all times act in the best interests of the Company and use his best endeavours 4.1.8 not do anything that would cause you to promote and protect the interests of the Company, any of its Group Companies and their employees; andbe disqualified from acting as a director;
4.1.7 4.1.9 keep the Chief Executive Officer and/or Board at all times promptly and fully informed (in writing if so requested) of his your conduct of the business of the Company Employer and any Group Company and provide such explanations in connection with such conduct it as the Chief Executive Officer and/or Board may from time require; and
4.1.10 report your own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Employer or of any Group Company to time requirethe Board immediately on becoming aware of it.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive You shall if and so long as the Company requires we require and without any further remuneration:
4.4.1 remuneration carry out his your duties as instructed by the Company on behalf of any Group Company and act as a director or officer of any Group Company.
4.3 You shall promptly disclose to the Board any information that comes into your possession which adversely affects or may adversely affect the Employer or any Group Company or the business of the Employer or any Group Company including, but not limited to:
4.3.1 the plans of any other senior employee to leave the Employer or any Group Company (whether alone or in concert with any other employee), including, but not limited to, the plans of such an employee to join a competitor or to establish a business in competition with the Employer or any Group Company; and
4.4.2 act (subject 4.3.2 the misuse by any employee of any Confidential Information belonging to the Executive’s prior agreement) as a director, officer Employer or consultant of any Group Company; and
4.3.3 the conduct of any employee, agent or service provider which constitutes bribery within the meaning of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
4.4 We are not obliged to ensure that you remain a director of the Employer, and your removal from the Board in accordance with the Employer’s Articles of Association or otherwise will not be a breach of this Agreement by us.
4.5 The Executive confirms that he has disclosed We take a zero tolerance approach to tax evasion. You must not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Company all circumstances in respect of which there is, Board any request or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by demand from a third party or to facilitate the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee evasion of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company tax or any Group Company (including his own wrongdoing concerns that such a request or conduct) he shall promptly report this to the General Counseldemand may have been made.
Appears in 1 contract
Scope of the Employment. 4.1 The Executive shall:
4.1.1 devote the whole of his the Executive’s time, attention, ability and skills during working time to his the Executive’s duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his the Executive’s position as may from time to time be assigned to or vested in him the Executive by the Chief Executive Officer and the BoardCompany;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the BoardCompany;
4.1.4 comply with all of the Company’s articles Delegation of association, rules, regulations, Financial Authorities policy and other policies and procedures from time to time in force;
4.1.5 exercise his the Executive’s duties in compliance with the requirements all applicable law, including without limitation, health and safety, competition/anti-trust, anti-corruption/anti-bribery and Avis Budget Group’s Code of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Conduct and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention breaches of that Actsuch laws and policies;
4.1.6 at all times act in the best interests of the Company and use his the Executive’s best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and
4.1.7 keep the Chief Executive Officer and/or Board Company at all times promptly and fully informed (in writing if so requested) of his the Executive’s conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer and/or Board Company may from time to time require.
4.2 Subject When it is reasonable to do so and, subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he the Executive will not be assigned duties which he the Executive cannot reasonably perform or which are inconsistent with his the Executive’s position and status. In such circumstances, the Company may, having notified the Executive, also appoint any other person(s) temporarily (whether on their own or jointly with the Executive) to perform the Executive’s former duties.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty have the right to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall not, without the prior consent of the Company:
4.4.1 on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business and in accordance with Avis Budget Group’s policies or outside the scope of the Executive’s normal duties, or of an unusual, onerous or long term nature;
4.4.2 on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time in accordance with the Avis Budget Group’s Delegation of Financial Authorities;
4.5 The Executive shall if and so long as the Company requires and without further remuneration:
4.4.1 4.5.1 carry out his the Executive duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act 4.5.2 be appointed (subject to the Executive’s 's prior agreement) as a director, officer or consultant of any Group Company.
4.5 4.6 The Executive confirms that he the Executive has disclosed to the Company all circumstances in respect of which there is, or there might be, be a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 4.7 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him the Executive and/or any other employee of the Company to terminate their employment.
4.7 4.8 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company employees (including his the Executive’s own wrongdoing or conduct) he the Executive shall promptly report this to the General CounselCompany.
Appears in 1 contract
Scope of the Employment. 4.1 The Save as specifically agreed with the Chief Executive Officer and the AT plc Board in respect of her obligations under clause 14.1, the Executive shall:
4.1.1 devote the whole of his her time, attention, ability and skills to his her duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his her position as may from time to time be assigned to or vested in him her by the Chief Executive Officer and the Board;;
4.1.3 obey all reasonable and lawful directions of the Chief Executive Officer and the Board;
4.1.4 comply with all the Company’s articles of association, 's rules, regulations, policies and procedures and with the policies and procedures of AT plc from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which any Group Company is subject from time to time (including the US Securities and Exchange Commission and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company Secretary of AT plc such information as AT plc may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 comply, and will procure, so far as she is able, that her spouse or civil partner and dependent children (if any), or any trust in which she, her spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the Company or to any Group Company;
4.1.8 exercise his her duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company and any Group Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 4.1.9 at all times act in the best interests of the Company and use his her best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and;
4.1.7 4.1.10 if requested to do so, keep the Chief Executive Officer Board and/or Board the AT plc Board, as applicable, at all times promptly and fully informed (in writing if so requested) of his her conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Chief Executive Officer Board and/or the AT plc Board may from time to time require; and
4.1.11 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he she will not be assigned duties which he she cannot reasonably perform or which are inconsistent with his her position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with her status, role and experience as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former dutiesdiscretion.
4.4 The Executive shall not, without the prior consent of the Chief Executive Officer:-
4.4.1 on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time; and
4.4.2 on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of her normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any limits of authority or budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 4.5.1 carry out his her duties as instructed by the Company on behalf of any Group Company; and
4.4.2 4.5.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of the Company and/or any Group Company.
4.5 4.6 The Executive confirms that he she has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he she agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive himself herself which might reasonably be expected to harm the Company or its business or to destabilise its workforcebusiness.
4.6 4.7 The Executive shall disclose to the Company Chief Executive Officer any direct or indirect approach or solicitation by any competitor Competitor or potential competitor Potential Competitor intended to encourage him and/or any other employee of the Company her to terminate their her employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Sources: Employment Agreement (Adaptimmune Therapeutics PLC)
Scope of the Employment. 4.1 The During the Employment the Executive shall:
4.1.1 (a) devote the whole of his time, attention, ability attention and skills skill to his dutiesthe business and affairs of the Group during the hours of work described in clause 5 except during holidays and periods of absence due to ill health;
4.1.2 faithfully (b) faithfully, competently and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Officer and Board or the AstraZeneca Board;
4.1.3 (c) obey all the reasonable and lawful directions of the Chief Executive Officer Board and the AstraZeneca Board;
4.1.4 (d) comply with all the Company’s articles of association, 's and AstraZeneca's rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and
4.1.7 (e) keep the Chief Executive Officer and/or Board and the AstraZeneca Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of AstraZeneca, the Company and any Group Company and provide such explanations in connection with such conduct it as the Chief Executive Officer and/or Board and the AstraZeneca Board may from time to time require.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires and without any further remuneration:
4.4.1 remuneration carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 Company and act (subject to the Executive’s prior agreement) as a director, director or officer or consultant of any Group Company.
4.5 4.3 The Company may at its sole discretion transfer this Agreement to any Group Company at any time.
4.4 If at any time the Executive confirms that he has disclosed is unable to the Company all circumstances in respect perform his duties properly because of which there isill health, accident or otherwise, or there might bebecomes incapable by reason of mental disorder of administering his property or managing his affairs, a conflict or possible conflict of interest between then the Company or AstraZeneca may appoint any Group Company and other person or persons to act jointly with the Executive in any position to which he may be assigned from time to time.
4.5 For the purposes of the Data Protection ▇▇▇ ▇▇▇▇, the Executive consents to the Company's processing of personal data, including Sensitive Data, of which the Executive is the subject details of which are specified in the Company's Data Protection Policy The Executive shall be required to work a minimum of 40 hours per week at such times to be agreed between the Executive and he agrees to disclose fully to the Company any which may involve working during normal business hours and during such circumstances that might arise during additional hours as are necessary for the Employment. For proper performance of his duties or as the avoidance of doubt, this includes but is not limited to, disclosing Board may reasonably require from time to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforcetime.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees of the Company or any Group Company (including his own wrongdoing or conduct) he shall promptly report this to the General Counsel.
Appears in 1 contract
Sources: Service Agreement (Astrazeneca PLC)
Scope of the Employment. 4.1 5.1 The Executive shallShall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently (a) perform such duties and exercise such powers which are consistent with his position as may from time to time be and which are assigned to or vested in him by the Chief Board and the Executive Officer agrees to cease performing or exercising any such duty or power at the Board’s request;
(b) comply with all lawful and reasonable directions and requests made by the Board;
4.1.3 obey (c) attend all reasonable and lawful directions meetings of the Chief Executive Officer and the BoardBoard (unless prevented by illness or other unforeseen event);
4.1.4 comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in force;
4.1.5 exercise his duties in compliance with the requirements of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.6 (d) at all times act in perform his duties with skill and care;
(e) faithfully and diligently serve the best interests Company and the Parent;
(f) use his utmost endeavours to promote and develop the businesses of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; andParent;
4.1.7 keep the Chief Executive Officer and/or Board (g) at all times promptly and keep the Board fully informed (in writing if so requestedor as directed) of his conduct of the business affairs of the Company and the Parent;
(h) perform services for any Group Company and provide such explanations if so required by the Board; and
(i) comply with the Model Code for transactions in connection with such conduct as securities by directors published by the Chief Executive Officer and/or Board may from time to time requireLondon Stock Exchange.
4.2 Subject to clause 4.3 5.2 The Executive shall not:
(a) at any time during the Company reserves the right to assign the Executive duties of a different nature on a permanent Employment be employed or temporary basis either engaged by or in addition to or instead of those referred to any other business without consent in clause 4.1 above, it writing being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company Board (such consent not to be unreasonably withheld);
(b) have any direct or the Executive), the Company shall be at liberty indirect financial interest in any business entity which in any way is in a similar field to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act (subject to the Executive’s prior agreement) as a director, officer or consultant of any Group Company.
4.5 The Executive confirms that he has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and he agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but or which is not limited to, disclosing to the Company any activity by a third party or the Executive himself which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
4.6 The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage him and/or any other employee of the Company to terminate their employment.
4.7 If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any employees client of the Company or any Group Company Company, provided that nothing in this clause shall preclude the Executive from holding any shares or loan capital (including his own wrongdoing not exceeding five per cent of the share or conductloan capital of the class concerned for the time being in issue) in any company whose shares are listed or dealt in on a recognized stock exchange.
5.3 The Board shall be at liberty to appoint any other person or persons to act jointly with the Executive in any position to which he shall promptly report this may be assigned from time to the General Counseltime.
Appears in 1 contract
Sources: Service Agreement (Inverness Medical Innovations Inc)