and SERVICE AGREEMENT MATTHEW ARNOLD & BALDWIN Solicitors Watford Hertfordshire WD17 1HT Tel No. 01923 202020 Fax No. 01923 215050 Website: www.mablaw.co.uk Ref: MJD/41430-6
|
DATED
OCTOBER 12, 2005
|
(1)
LCJ ACQUISITIONS LIMITED
and
(2)
▇▇▇▇▇▇ ▇▇▇▇▇▇
_______________________________________
________________________________________
▇▇▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
Solicitors
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Tel
No. ▇▇▇▇▇ ▇▇▇▇▇▇
Fax
No. ▇▇▇▇▇ ▇▇▇▇▇▇
Website:
▇▇▇.▇▇▇▇▇▇.▇▇.▇▇
Ref:
MJD/41430-6
1
|
T
H I S A G R E E M E N T is
dated October 12, ▇▇▇▇
|
|
| ▇ ▇ ▇ ▇ ▇ ▇ ▇ | |
|
1.
|
LCJ
Acquisitions Limited a company registered in England and Wales under
company number 5052066 whose registered office is at ▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Company")
and
|
|
2.
|
▇▇▇▇▇▇
▇▇▇▇▇▇ of ▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the
Executive")
|
IT
IS AGREED
as
follows:-
| 1. |
APPOINTMENT
|
|
1.1
|
The
Company appoints the Executive as Managing Director
with effect from the date of this Agreement. Subject to earlier
termination in accordance with clause 11, this Agreement shall
automatically terminate on 30 April
2007.
|
|
1.2
|
Subject
to clause 15.5, the Executive shall if so required for the proper
performance of his duties travel both within the United Kingdom and
overseas anywhere in the world.
|
|
1.3
|
The
Company may from time to time appoint any other person or persons
to act
jointly with the Executive.
|
|
1.4
|
The
Executive may be required without further remuneration to perform
services
not only for the Company but also for any other Group Company and,
subject
to clause 15.5 to accept such offices in the Company and the Group
as the
Company may from time to time require and the Executive may without
further remuneration be seconded to the employment of any Group
Company.
|
2
| 2. |
DUTIES
OF THE EXECUTIVE
|
|
2.1
|
The
Executive shall use his best endeavours to promote the interests
and
welfare of the Company and shall devote the whole of his time, attention
and skill to the business and affairs of the
Company.
|
|
2.2
|
The
Executive shall perform such duties (if any) as the Company may from
time
to time assign to him subject to such restrictions as the Company
may from
time to time impose and shall obey all reasonable and lawful directions
of
the Company. The principal duties of the Executive shall be the day
to day
management of the Company, financial control and
budgeting.
|
|
2.3
|
The
Executive shall disclose to the Board any interest in any contract
or
proposed contract with any Group Company. The Executive shall not
be
entitled to receive or obtain directly or indirectly any discount
rebate
commission or other profit in respect of any such contract or any
sale or
purchase of goods effected or other business contracted (whether
or not by
him) by or on behalf of any Group Company or to make any benefit
or profit
out of or arising directly or indirectly from his employment and
if he or
any member of his immediate family or any firm or company in which
he is
interested shall obtain any such discount rebate commission benefit
or
profit he shall account to the Company for the amount received by
him (or
a due proportion of the amount received by such company or firm or
person
having regard to the extent of his interest). This clause 2.3 shall
not
apply in relation to the holding by the Executive for investment
purposes
only of not more than five per cent of any class of the issued share
capital of a company whose shares are listed on any recognised Stock
Exchange.
|
|
2.4
|
The
Executive shall not without the prior consent of the Board in respect
of
any matter directly or indirectly concerning the business or affairs
of
the Company give any interview or opinion (whether or not expressed
to be
his own) or appear upon any radio or television programme or cause
any
article or letter to be published in or otherwise communicated with
any
newspaper or any other public information media or publish or cause
to be
published any book article letter or opinion or allow his connection
with
the Company to be published or hold himself out to be entitled to
express
any opinion or give any judgment on its behalf. The Executive shall
further report to the Board any approach made to him by any representative
of the media in connection with the Company's business or
affairs.
|
3
|
2.5
|
The
Executive shall not (except as a representative of the Company or
with the
consent in writing of the Board) be directly or indirectly engaged
or
concerned or interested in any other business whatsoever and shall
be
accountable to the Company for any profits fees or other sums derived
from
any interest which he has from time to time in breach of this provision
provided that this provision shall not prohibit the holding (directly
or
through nominees) for investment purposes only of not more than five
per
cent of any class of shares or securities in any company listed on
a
recognised stock exchange.
|
|
2.6
|
The
Company shall be under no obligation to provide any duties for the
Executive to perform and may at any time (whether or not notice of
termination of employment has been served by either party) exclude
the
Executive from any or all premises of the Company or require the
Executive
not to perform any or all of the duties previously assigned to him
and
such action shall not constitute a breach of this Agreement on the
part of
the Company provided that the Executive shall during any such period
continue to be entitled to receive remuneration under clause 3 of
this
Agreement.
|
| 3. |
REMUNERATION
|
|
3.1
|
The
Company shall pay to the Executive during his employment a salary
at the
rate of £70,000.00 per annum payable monthly in arrears inclusive of any
sums receivable as directors fees such salary to be reviewed (but
not
decreased or necessarily increased) by the Company in accordance
with its
practice from time to time.
|
|
3.2
|
The
Executive shall be entitled to participate in such benefits and bonus
schemes as the Company may from time to time provide for executives
of the
Company on such terms as the Company may from time to time determine
in
its absolute discretion including permanent health insurance at levels
to
be determined from time to time by the Board in its absolute discretion.
|
4
|
3.3
|
The
Executive authorises the Company in accordance with Section 13 of
the
Employment Rights ▇▇▇ ▇▇▇▇ to deduct from his salary or any other
remuneration due to him under this Agreement or sum payable to him
by the
Company including (without limitation) any payment in lieu of notice
any
outstanding loan any pension contribution, any overpayment of salary
bonus
or other remuneration any other sum from time to time owed by the
Executive to the Company or any Group Company or any sum owed by
the
Executive to any third party for which any Group Company is or may
become
liable including (without limitation) any outstanding balance on
any
credit card account.
|
| 4. |
EXPENSES
|
|
|
In
addition to the salary payable under Clause 3.1 there shall be paid
or
refunded to the Executive all out-of-pocket expenses properly incurred
by
him in the performance of his duties including all reasonable expenses
for
hotels entertainment subsistence and travelling subject to the production
of such evidence including (without limitation) supporting receipts
and
vouchers as the Company may from time to time at its absolute discretion
require and subject to obtaining the authorisation of the Board prior
to
incurring single items of expenses greater than £1,000 and subject to
compliance with such rules relating to expenses as the Company may
at its
absolute discretion impose from time to
time.
|
5
| 5. |
HOLIDAYS
|
| 5.1 |
Unless
otherwise agreed by the Board and the Executive, the Executive shall
be
entitled to 4 weeks paid holiday in each holiday year which shall
run from
1 January to 31 December in the same year and in addition up to three
days
public holiday and any shut down over the Christmas period which
shall
also be with pay. In the holiday years in which employment commences
and
terminates entitlement shall be calculated pro rata by reference
to the
number of complete months worked by the Executive in the holiday
year. The
Executive’s entitlement to holiday accrues in arrears by reference to the
number of complete months worked.
|
| 5.2 |
The
Executive may take holidays at such time or times as may be approved
by
the Board and holidays not taken during the holiday year may not
be
carried forward to the following holiday
year.
|
|
5.3
|
On
termination of this Agreement other than under clause 11.1 or by
reason of
notice given by the Executive the Executive shall be entitled to
payment
in lieu of untaken holiday accrued during the holiday year in which
the
termination takes place.
|
| 6. |
INCAPACITY
|
|
6.1
|
If
the Executive shall be prevented by illness (including mental disorder)
accident or other incapacity from properly performing his duties
he shall
immediately report this fact to the Company and if the Executive
is so
prevented for 7 or more consecutive days he shall provide a medical
practitioner's statement on the 8th day and weekly thereafter. Immediately
following his return to work after a period of absence (other than
a
period in respect of which a medical practitioner's statement has
been
provided) the Executive shall complete and submit to the Company
a
self-certification form detailing the reason for his
absence.
|
|
6.2
|
If
the Executive shall be absent from his duties hereunder due to illness
(including mental disorder) or accident or other incapacity duly
certified
in accordance with the provisions of clause 6.1 he shall be paid
his full
remuneration hereunder for up to twenty six weeks absence (whether
continuous or not) in any continuous period of twelve months and
thereafter such remuneration if any as the Board shall in its absolute
discretion decide provided that there shall be deducted from or set
off
against such remuneration any statutory sick pay or other state benefits
or benefits under any policy of insurance to which the Executive
is
entitled by reason of his absence from work or incapacity (whether
or not
recovered).
|
6
|
6.3
|
If
the Executive is unable to perform his duties under this Agreement
the
Executive shall if so required by the Company and at the expense
of the
Company undergo a medical examination and the Executive shall subject
to
the provisions of the Access of Medical Reports ▇▇▇ ▇▇▇▇ authorise
the
Company to have access to any medical report prepared as a consequence
of
such examination.
|
| 7. |
PENSION
|
|
7.1
|
The
Company provides a stakeholder pension in which the Executive may
participate if he chooses.
|
|
7.2
|
There
is not a contracting out certificate in force in relation to
the employment
of the Executive.
|
| 8. |
DATA
PROTECTION
|
|
The
Executive authorises the Company as required by the Data Protection
▇▇▇
▇▇▇▇ and any regulations made under that statute to process personal
information including (without limitation) sensitive personal information
relating to the Executive.
|
7
| 9. |
INTELLECTUAL
PROPERTY
|
|
9.1
|
Subject
only to the Executive's inalienable rights under the Patents Act
1977 any
discovery invention secret process literary work manuscript idea
copyright
or improvement in procedure made acquired conceived or discovered
by the
Executive whilst employed under this Agreement in connection with
or in
any way affecting or relating to the business of the Company or capable
of
being used or adapted for use in or in connection with it shall
immediately be disclosed to the Company and shall belong to and be
the
absolute property of the Company.
|
|
9.2
|
The
Executive shall if and whenever required so to do by the Company
(whether
during or after the termination of his appointment) at the expense
of the
Company (or its nominee) apply or join in applying for letters patent
or
other proprietary protection in the United Kingdom and any other
part of
the world in respect of the same and shall execute and do all instruments
and things necessary for vesting the said letters patents or other
proprietary protection when obtained and all right title and interest
to
and in the same in the Company or its nominee absolutely and as sole
beneficial owner or in such other person as may be
required.
|
|
9.3
|
The
Executive hereby irrevocably and by way of security jointly and severally
appoints the Company and each director of it for the time being thereof
to
be his attorney in his name and on his behalf to execute and do any
such
instrument or thing and generally to use his name for the purpose
of
giving to the Company or its nominee the full benefit of the provisions
of
this clause and in favour of any third party a certificate in writing
signed by any director or the secretary of the Company that any instrument
or act falls within the authority conferred by this Agreement shall
be
conclusive evidence that such is the
case.
|
| 10. |
DIRECTORSHIPS
|
|
10.1
|
If
requested by the Board, the Executive shall accept office with the
Company
or any other Group Company and shall on request by the Company or
on
termination of this Agreement (whether lawful or not) resign any
such
office with immediate effect and without claim for compensation and
should
he fail to do so the Company and each director of it for the time
being is
by this Agreement irrevocably and by way of security jointly and
severally
appointed as attorney of the Executive in his name and on his behalf
to
sign and do any documents or things necessary or requisite to give
effect
to such resignation.
|
8
|
10.2
|
The
Executive shall not resign any office with the Company or any Group
Company (other than at the request of the Company) and should the
Executive so resign (other than in circumstances where his employment
under this Agreement terminates) such resignation from office shall
be a
breach of this Agreement entitling the Company to terminate this
Agreement
without notice under clause 11.2.
|
| 11. |
TERMINATION
|
|
11.1
|
The
Company may terminate this Agreement with immediate effect if the
Executive:-
|
|
11.1.1
|
commits
any act of gross misconduct or repeats or continues (after written
warning) any serious breach of his obligations under this Agreement;
or
|
| 11.1.2 |
is
guilty of any conduct which in the reasonable opinion of the Board
brings
the Company or any Group Company into disrepute or is calculated
or likely
to prejudicially affect the interests of the Company whether or not
the
conduct occurs during or in the context of the Executive’s employment or
in the Executive’s capacity as a director of the Company;
or
|
|
11.1.3
|
in
the reasonable opinion of the Board allows an actual or potential
conflict
between his personal interests and the Company’s interests to prejudice
his ability to make decisions objectively to the best advantage of
the
Company; or
|
|
11.1.4
|
in
the reasonable opinion of the Board exceeds the powers conferred
on him by
the articles of association of the Company;
or
|
9
|
11.1.5
|
is
convicted of any criminal offence (other than an offence under road
traffic legislation for which he is not sentenced to any term of
imprisonment whether immediate or suspended);
or
|
|
11.1.6
|
commits
any act of dishonesty whether or not relating to the Company any
Group
Company any of its or their employees;
or
|
|
11.1.7
|
becomes
bankrupt or makes any arrangement or composition with his creditors;
or
|
|
11.1.8
|
is
in the reasonable opinion of the Board incompetent in the performance
of
his duties.
|
| 11.2 |
Any
delay on the part of the Company in exercising its right to terminate
this
Agreement under clause 11.1 shall not constitute a waiver of that
right.
|
|
11.3
|
In
the event that the Executive has been unable to perform his duties
under
this Agreement for a period of twenty-six weeks whether continuous
or not
in the previous continuous period of 12 months the Company shall
be
entitled to terminate this Agreement by giving to the Executive the
minimum period of notice
in writing permitted by statute.
|
| 11.4 |
In
order to investigate a complaint against the Executive of misconduct
the
Company is entitled to suspend the Executive either with or without
pay
for so long as the Company may consider necessary to carry out a
proper
investigation and hold a disciplinary
hearing.
|
| 12. |
AMALGAMATION
OR RECONSTRUCTION
|
|
|
If
the Executive shall unreasonably have refused or failed to accept
employment offered to him by a Group Company on terms which taken
as a
whole are no less favourable to him than the terms in effect under
this
Agreement at the time such offer is made where there has been an
amalgamation or reconstruction of the business of the Company the
Executive agrees that to the extent permitted by law he shall have
no
claim against the Company in respect of the termination of this Agreement
directly or indirectly in whole or in part by reason of such amalgamation
or reconstruction whether such termination is caused by process of
law or
by the provisions of this Agreement or by the act or default of the
Company or otherwise howsoever.
|
10
| 13. |
CONFIDENTIAL
INFORMATION
|
|
13.1
|
The
Executive shall not at any time either during or following the termination
(whether lawful or not) of his employment (other than as required
in the
normal course of performing his duties under this Agreement or as
ordered
by a court of competent jurisdiction or with the approval of the
Board or
as required by law or by any regulator of any Group Company) either
make
use of or disclose to any person any confidential information belonging
to
any Group Company which is received by the Executive in the course
of his
employment (until such information comes into the public domain other
than
by reason of a breach of this obligation on the part of the Executive)
including without limitation any trade secrets, business plans, prices,
financial information, technical information relating to products,
the
names of customers and suppliers and potential customers and suppliers
and
any other information which the Company from time to time designates
as
confidential.
|
|
13.2
|
The
Executive shall not make copies of or memorise any confidential documents
records recordings or lists belonging to any Group Company and will
on
leaving service deliver up the same (and all copies of them whether
or not
originally provided to the Executive by the Company) including all
notes
lists and diaries and will retain no copies of them or notes relating
to
them.
|
| 14. |
RESTRICTIONS
|
|
14.1
|
For
twelve months following the termination of his employment whether
lawful
or not the Executive shall not without the written permission of
the
Company such permission not to be unreasonably withheld whether on
his own
account or on behalf of any other person firm or company and in any
capacity directly or indirectly solicit entice away or endeavour
to entice
away from any Group Company any person firm or
company:
|
11
|
(i)
|
who
is or has been a manufacturer for or supplier, client or customer
of any
Group Company (whether actual or prospective) during the twelve months
preceding the termination of the employment of the Executive; and
|
|
(ii)
|
with
whom the Executive shall have had material dealings in the course
of his
employment during the twelve months prior to its
termination.
|
|
14.2
|
For
twelve months following the termination of his employment whether
lawful
or not the Executive shall not without the written permission of
the
Company such permission not to be unreasonably withheld whether on
his own
account or on behalf of any other person firm or company and in any
capacity directly or indirectly have business dealings with any person
firm or company:
|
| (i) |
who
is or has been a manufacturer supplier client or customer (whether
actual
or prospective) of any Group Company during the twelve months preceding
the termination of the employment of the Executive; and
|
| (ii) |
with
whom the Executive shall have had material dealings in the course
of his
employment during the twelve months prior to its
termination.
|
|
14.3
|
Whilst
the Executive continues as an employee or director of the Company
and for
twelve months following the termination of his employment whether
lawful
or not the Executive shall not without the written permission of
the
Company such permission not to be unreasonably withheld whether on
his own
account or on behalf of any other person firm or company and in any
capacity directly or indirectly entice away or endeavour to entice
away or
offer employment to any person
|
12
| (i) |
who
at the date of termination of the employment of the Executive is
an
employee of any Group Company or an officer or agent of any such
company
employed in a senior managerial or sales capacity; and
|
| (ii) |
with
whom the Executive shall have had material dealings in the course
of his
employment during the period of twelve months prior to its
termination
|
|
14.4
|
For
twelve months following the termination of his employment whether
lawful
or not the Executive shall not without the written permission of
the
Company such permission not to be unreasonably withheld be engaged
interested or concerned in any capacity whether paid or unpaid in
any
business which is or is to his knowledge about to be engaged in any
territory in which any Group Company carries on business in competition
with any business of any Group Company in which the Executive shall
have
been engaged to a material extent in the course of his employment
during
the period of twelve months prior to its
termination.
|
|
14.5
|
Nothing
in this clause 14 shall prevent the seeking or doing of any business
which
is not in direct or indirect competition with the business of any
Group
Company in which the Executive shall have been engaged to a material
extent during the period of twelve months preceding the termination
of his
employment with the Company.
|
|
14.6
|
In
the event that the Company exercises its right under clause 2.6 to
require
the Executive not to perform any duties under this Agreement references
to
the termination or date of termination of the employment of the Executive
in this clause 14 shall be construed as references to the last date
on
which the Executive performs duties for the Company under this
Agreement.
|
|
14.7
|
The
Company may assign the benefit of this clause 14 to any purchaser
or owner
for the time being of any business of any Group Company in which
the
Executive shall have been engaged to a material extent in the course
of
his employment during the period of twelve months preceding the
termination of his employment and notwithstanding such assignment
the
Company shall also remain entitled to the benefit of this clause
14.
|
13
|
14.8
|
If
so required by the Company the Executive shall enter into direct
undertakings in the terms of this clause 14 mutatis mutandis with
any
Group Company or the purchaser or owner for the time being of any
business
of any Group Company in which the Executive shall have been engaged
to a
material extent in the course of his employment during the twelve
months
immediately preceding the date on which the Executive is required
to enter
into such undertaking and should he fail to do so the Company and
each
director of it for the time being is by this Agreement irrevocably
and by
way of security jointly and severally appointed as the attorney of
the
Executive in his name and on his behalf to sign and do any documents
or
things necessary to enter into such
undertakings.
|
| 15. |
STATUTORY
PARTICULARS
|
|
The
following are particulars of the terms of employment to be given
to the
Executive under the Employment Rights ▇▇▇
▇▇▇▇:
|
|
15.1
|
The
employment of the Executive with the Company commenced on 9 March
2004 and
there is no period of employment with any previous employer which
counts
towards the Executive's period of continuous employment for statutory
purposes.
|
|
15.2
|
Normal
hours of work are 9.30am to 5.30pm from Monday to Friday with one
hour for
lunch. However, the Executive shall work such additional hours as
are from
time to time necessary for the proper performance of his duties and
shall
not be entitled to receive any additional remuneration for work outside
the normal hours of work.
|
|
15.3
|
Subject
to clauses 1.2 and 15.5 of this Agreement and unless otherwise agreed
by
the Board and the Executive, the Executive shall be required to work
from
the address of the Company set out above, at any principal business
address of the Company from time to time or anywhere in the North
West of
England as from time to time directed by the Board. The Executive
shall be
required to work for a minimum of five days per week of which one
day may
be from home provided that if in the reasonable discretion of the
Board
the Executive is unable to properly perform his duties under this
Agreement whilst working from home, the Executive shall be required
to
work from the address of the Company set out above, at any principal
business address of the Company from time to time) or anywhere in
the
North West of England as from time to time directed by the
Board.
|
14
|
15.4
|
There
are no collective agreements which directly affect the terms and
conditions of employment of the
Executive.
|
|
15.5
|
The
Executive will not be required to work outside the United Kingdom
for a
continuous period of more than one month more than once in any twelve
month period.
|
|
15.6
|
The
Executive is subject to the disciplinary rules and procedures of
the
Company from time to time. Any disciplinary decision relating to
the
Executive will be taken by the Board in accordance with the term
of the
disciplinary policy set out in schedule
1.
|
|
15.7
|
If
the Executive has any grievance relating to his employment he should
set
it out in writing specifying the grounds of his complaint and submit
it to
the Board who will proceed in accordance with the procedure set out
in
schedule 2.
|
| 16. |
PRIOR
AGREEMENTS
|
|
This
Agreement is in substitution for all and any prior agreements or
arrangements (whether or not under seal) between any Group Company
and the
Executive which shall be deemed to have been terminated by mutual
consent
with effect from the date of this Agreement without liability on
either
party but without prejudice to accrued rights and
liabilities.
|
15
| 17. |
NOTICES
|
|
Any
notice or other communication to be served given or made under this
Agreement shall be in writing signed in the case of the Company by
any
director secretary or other duly authorised officer of the Company
(and it
shall be for the Executive to prove that such officer was not duly
authorised either specifically or in the ordinary course of employment)
and in the case of the Executive signed by the Executive and shall
be
sufficiently served if left at the address of the recipient set out
in
this Agreement or such other address at which notices may from time
to
time be properly given or forwarded to such address by first class
post
and if served by post shall be deemed to have been served on the
second
business day after the envelope containing the same properly addressed
and
prepaid was posted or may be served on the Executive by being given
to him
personally.
|
| 18. |
GOVERNING
LAW
|
|
|
This
Agreement shall be construed in accordance with the laws of England
and
shall be enforceable in the English Courts and the parties submit
to the
jurisdiction of such courts for all purposes connected with this
Agreement
and agree that any writ or other process required to be served for
any
purpose connected with this Agreement may be served in manner specified
in
clause 17.
|
| 19. |
DEFINITIONS
|
|
19.1
|
Unless
otherwise provided or the content otherwise requires words and phrases
shall bear the meanings given to them in the Companies ▇▇▇
▇▇▇▇.
|
|
19.2
|
References
to legislation shall be interpreted as references to any re-enactment
replacement or modification of such
legislation.
|
|
19.3
|
Headings
are for convenience only and shall be disregarded when construing
the
provisions of this Agreement.
|
16
|
19.4
|
Words
importing the singular shall include the plural and vice
versa.
|
|
19.5
|
Words
importing the masculine gender shall include the feminine gender
and vice
versa.
|
|
19.6
|
References
to clauses are references to clauses of this Agreement and references
to
sub-clauses are references to sub-clauses of the clause in which
the
reference appears.
|
|
19.7
|
"The
Board" means the board of directors of the Company for the time being
other than the Executive.
|
|
19.8
|
"Group"
means the Company and its subsidiaries and holding companies from
time to
time and any subsidiary of any holding company and "Group Company"
shall
be construed accordingly.
|
17
SCHEDULE
1
Disciplinary
Policy
|
1.1
|
GENERAL
|
These
disciplinary procedures are to ensure that the Company behaves fairly in
investigating and dealing with allegations of unacceptable conduct or
performance. You do not have a contractual right to be treated in accordance
with these procedures which may be varied from time to time and the Company
may
depart from the precise requirements of its disciplinary procedure specified
below.
All
cases
of disciplinary action under these procedures will be recorded and placed in
the
Company’s records. A copy of the Company’s disciplinary records concerning you
will be supplied to you at your request.
The
following steps will be taken, as appropriate, in all cases of disciplinary
action:
|
1.2
|
INVESTIGATIONS
|
No
action
will be taken before a proper investigation has been undertaken by the Company
into the matter complained of. If appropriate, the Company may, by written
notice, suspend you while the investigation takes place. If you are so suspended
your Terms and Conditions of employment will continue, together with all your
rights under your Terms and Conditions, including the payment of salary, but
during the period of suspension you will not be entitled to access to any of
the
Company’s premises except at the prior written consent of the Company and
subject to such conditions as the Company may impose. The decision to suspend
you will be notified to you by the Board and conveyed in writing. You are
required to co-operate with any disciplinary investigation.
|
1.3
|
DISCIPLINARY
HEARINGS
|
If
the
Company decides to hold a disciplinary hearing relating to the matter complained
of, you will be given details of the complaint against you at least three
working days before the hearing. At the hearing you will be given an opportunity
to state your case. You may be accompanied by a fellow employee of your choice
or trade union official (who is appropriately certified in writing by their
union). No disciplinary penalty will be imposed without a disciplinary hearing,
but a hearing may proceed in your absence if you fail to turn up.
|
1.3.1
|
Those
with less than twelve months’
service
|
Following
an investigation and disciplinary interview the disciplinary stage for those
with less than 12 months’ service are final written warning and/or
dismissal.
18
|
1.3.2
|
Those
with more than twelve months’
service
|
Following
an investigation and disciplinary interview, the disciplinary stages for those
with more than 12 months’ service are first warning, final warning and
dismissal; note that in cases of gross misconduct summary dismissal will
apply.
|
1.4
|
APPEALS
|
You
have
a right to appeal against a disciplinary decision. The details of the person
you
can appeal to will be given to you at the disciplinary meeting, or as soon
as
possible thereafter. You should inform that person in writing of your wish
to
appeal within five working days of the date of the decision which forms the
subject of your appeal.
The
appeal must set out the grounds on which you are making the appeal. Arrangements
to hear the appeal will be made as soon as reasonably practical. You will have
the right to be accompanied to an appeal by a fellow employee or Trade Union
Official of your choice.
The
appeal will take the form of a re-hearing by a person who was not involved
in
the initial disciplinary hearing or investigation who will consider matters
afresh.
If
you
have been dismissed, your employment will be terminated whether or not you
appeal: however, if your appeal is successful you will be re-instated and there
will normally be no break in your continuity of employment.
After
the
outcome of the appeal is known, no further right of appeal is possible and
such
decision will be final and binding.
An
appeal
meeting may be adjourned to enable all facts to be considered or to obtain
further clarification from others.
|
1.5
|
GROSS
MISCONDUCT
|
Certain
acts of misconduct, breach of duty or acts which bring the Company into
disrepute are treated so seriously by the Company that cases of this type can
warrant summary dismissal without prior warning or notice.
Matters
which justify summary dismissal include, but are not limited to:
|
·
|
failure
to obey a lawful order or instruction of the
Board;
|
|
·
|
unauthorised
disclosure of the affairs of a client or the Company to a third
party;
|
|
·
|
failure
to observe the provisions of the Health and Safety at Work ▇▇▇ ▇▇▇▇;
negligence or deliberate actions likely to cause injury to people
or
damage to equipment; actions leading to the loss or damage of the
Company’s or client’s property or
equipment;
|
19
|
·
|
being
under the influence of alcohol or drugs which impact on your performance
whilst working on the Company’s business. This includes any event, whether
social, marketing or otherwise, at the Company’s premises or
elsewhere;
|
|
·
|
failure
to follow the Company’s procedures with regard to IT security, including:-
accessing, amending, copying or replicating computer information
to which
you have no right or authority; improper use of the Company’s or client’s
systems or equipment; accessing, downloading, storing or forwarding
inappropriate material from the internet, e.g. chain letters, junk
email,
or similar correspondence, indecent material or pornography; sending
racially or sexually threatening or harassing messages or any form
of
indecent material or pornography;
|
|
·
|
soliciting
money for personal gain, or in the operation of a personal
business;
|
|
·
|
gaining
unauthorised access to any computer system of the Company or any
other
organisation or hacking into another web
site;
|
|
·
|
sending
material that contains language which is offensive or that would
upset
others
|
|
·
|
communicating
material in a manner that would reflect poorly on the
Company;
|
|
·
|
use
of any data stored in the Company’s systems other than in connection with
related assignments;
|
|
·
|
excessive
use of the Company’s systems for personal
matters;
|
|
·
|
failure
to account properly and promptly for all funds received, whether
on
account of clients or of the
Company;
|
|
·
|
unauthorised
expenditure or commitment of Company
funds;
|
|
·
|
conviction
of any criminal offence which in the reasonable opinion of the proprietors
is likely to reflect adversely on the
Company;
|
|
·
|
fraud,
theft, deception or dishonesty;
|
|
·
|
theft
or unauthorised possession of property belonging to the Company or
any
employee or any of the Company’s
clients;
|
|
·
|
serious
damage to the Company or the Company’s clients’
property;
|
|
·
|
refusal
to carry out duties or reasonable
instructions;
|
|
·
|
intoxication
by drink or drugs;
|
|
·
|
having
alcoholic drink or illegal drugs in your possession, custody or control
on
the Company’s or clients premises;
|
20
|
·
|
serious
breach of the Company’s rules;
|
|
·
|
violent,
dangerous or intimidatory conduct;
|
|
·
|
sexual,
racial or other harassment of a fellow
employee;
|
|
·
|
offering
or receiving gratuities without first seeking authorisation from
the
Company;
|
|
·
|
improper
use of internet or email facilities or other equipment of the Company
(please note the Company reserves the right to examine any correspondence
(electronic or otherwise) received or sent out from your work address
and/or with any equipment provided to you by the
Company);
|
|
·
|
tampering,
changing or otherwise interfering with the Company’s software and hardware
or other computer equipment or related data
records;
|
|
·
|
serious
or wilful neglect of your duties;
|
|
·
|
failure
to follow the Company’s documented procedures and regulations or refusal
to comply with the policies of the Company, for example, relating
to
expenses;
|
|
·
|
Unauthorised
release of data to clients and/or third
parties.
|
These
examples are not exhaustive or exclusive and offences of a similar nature will
be dealt with under this procedure.
Gross
misconduct will result in immediate dismissal without notice or pay in lieu
of
notice. The decision to dismiss will not be taken without reference to the
Board. Dismissal will be notified to you in writing.
|
1.6
|
MISCONDUCT
|
The
following offences are examples of misconduct:
|
·
|
Bad
time-keeping;
|
|
·
|
Unauthorised
absence;
|
|
·
|
Minor
damage to the Company’s property;
|
|
·
|
Minor
breach of the Company’s rules;
|
|
·
|
Failure
to observe the Company’s
procedures;
|
|
·
|
Abusive
behaviour;
|
|
·
|
Non-performance
of your duties in the opinion of the
Company;
|
21
|
·
|
Any
conduct which, in the opinion of the Directors, brings you or the
Company
into disrepute;
|
|
·
|
A
minor failure to comply with any duties expressly set out in your
job
description.
|
These
offences are not exclusive or exhaustive and offences of a similar nature will
be dealt with under this procedure.
If
the
investigation and disciplinary hearing stages indicate that there are grounds
for action, then the following steps will be taken. The stages will normally
occur sequentially but we reserve the right to advance the procedures where
appropriate. These procedures may also be amended in exceptional circumstances,
for example if you are absent due to sickness or to accommodate any disabilities
you may have.
If
at a
disciplinary hearing a complaint against you is upheld any one of the following
disciplinary penalties will be available to the Company if you have 12 months
continuous service:
|
1.7
|
FIRST
WARNING
|
This
may
be oral or written according to the circumstances. In either event, you will
be
advised that the warning constitutes the first formal stage of this procedure.
If the warning is verbal, a note that such a warning has been given will be
placed in the Company’s records.
|
1.8
|
FINAL
WARNING
|
This
will
be confirmed to you in writing. This warning will state that, if you commit
a
further offence of misconduct during the period specified in it, your employment
will be terminated.
|
1.9
|
DISMISSAL
|
The
decision to dismiss you will not be taken without reference to a Director of
the
Company and will be notified to you in writing.
|
1.10
|
INCAPABILITY
|
The
following are examples of incapability:
|
·
|
Poor
performance
|
|
·
|
Incompetence
|
|
·
|
Unsuitability
|
|
·
|
Lack
of application
|
22
These
examples are not exhaustive or exclusive and instances of a similar nature
will
be dealt with under this procedure.
Any
one
of the following penalties will be available to the Company in cases of
incapability, which are upheld following a disciplinary interview and you have
12 months continuous service:
|
1.11
|
FIRST
WARNING
|
This
will
be confirmed in writing. This warning will specify the improvement required
and
will state that your work will be reviewed at the end of a specific time period
after the date of the warning.
|
1.12
|
FINAL
WARNING
|
This
will
be confirmed to you in writing. This warning will state that unless your work
improves within a specific time period after the date of the warning, your
employment will be terminated.
|
1.13
|
DISMISSAL
|
The
decision to dismiss you will not be taken without reference to a Director of
the
Company. Dismissal will be notified to you in writing.
|
1.14
|
UNSATISFACTORY
SICKNESS RECORD
|
The
following are examples of unsatisfactory attendance:
|
·
|
long-term
absence due to injury or sickness
|
|
·
|
frequent
short-term absence due to minor
ailments.
|
|
·
|
In
appropriate circumstances, the Company may require you to
be:
|
|
·
|
examined
by an independent medical practitioner of its choosing. In this event,
you
agree to co-operate with such a request and to permit the medical
practitioner to discuss with the Company, the findings of the examination
and their prognosis for your future recovery;
and/or
|
23
|
·
|
interviewed
by an Company representative (at your home, if necessary) if there
is a
possibility, in the Company’s opinion, that your absence is wholly or
partly due to a personal or domestic difficulty or there are other
circumstances with which the Company might be able to assist
you.
|
The
findings of the medical practitioner and/or Company representative will be
taken
into account when the Company considers the kind of action, if any, which it
will take against you in respect of your absence from work.
If
appropriate, after such examination/interview, you may be given a first warning
which will be confirmed to you in writing. This warning will specify a period,
the length of which (usually, between 1 and 6 months) will depend upon your
particular health or welfare difficulties over which your attendance will be
monitored by the Company and a specified measure of improvement will be required
of you at the end of which you will be expected to have returned to
work.
If
appropriate at the end of such period, you may be required to undergo another
examination and/or interview the result of which the Company will take into
account when it considers the kind of action, if any, which it is appropriate
to
take against you. Such action may include:
|
·
|
the
issue of a final warning which will be confirmed to you in writing
and
will specify a further period over which your attendance will be
monitored
and the level of improvement expected of you during such period.
This
warning will state that failure to show the necessary improvement
within
the specified period will result in your dismissal;
or
|
|
·
|
your
dismissal on notice if the Company concludes, following your medical
examination, that you are not likely to be fit to return to work
in the
foreseeable future and that, in all the circumstances, the needs
of its
business render it impracticable to await further your return to
health or
fitness; or
|
The
decision to dismiss you will not be taken without reference to a Director of
the
Company and will be notified to you in writing.
Subject
to satisfactory performance and conduct any warning under these procedures
will
be removed from the Company’s records after twelve months.
24
SCHEDULE
2
Grievance
Procedure
The
Company will try to resolve, as quickly as possible, any grievance/complaint
you
may have about your employment. Outlined in this section is the action you
should take to make your grievance heard. These procedures may be amended in
exceptional circumstances, for example if you are absent due to sickness or
for
us to accommodate any disabilities.
In
the
first instance you should raise your complaint with The Board. It is hoped
that
most grievances can be dealt with on an informal basis by a Director who will
be
appointed to deal with such grievance.
You
are
entitled to be accompanied to formal grievance meetings by a work companion
or
Trade Union representative, who will be able to address the hearing on your
behalf.
If
you
wish to raise a formal grievance the following stages should be
followed:
|
1.1
|
Stage
One
|
If
a
Director cannot satisfactorily resolve the problem informally, you should put
your grievance to the Board in writing, Thereafter, the Company shall arrange
a
meeting with you as soon as reasonably practicable. You have the right to be
accompanied to that meeting by a Trade Union Representative or work
companion.
|
1.2
|
Stage
Two
|
If
you
are dissatisfied with the outcome of stage one or the matter is of a serious
nature, you should appeal the issue to the Board. The Board will then arrange
for a Director not previously involved in stage 1 to see you to discuss the
matter fully and to try to reach a satisfactory solution. You will be informed
of the outcome and any proposed action and a record of the grievance will be
made. The decision at this level will be final. You have the right to be
accompanied to that meeting by a Trade Union Representative or work
companion.
25
I
N W I T N E S S
this
agreement has been executed as a deed
|
Signed
and delivered as a deed by
|
)
|
|
the
Company
|
)
|
|
acting
by a director and its
|
)
|
|
secretary
|
)
|
|
Director
|
|
|
Secretary
|
|
|
Signed
and delivered as a deed by
|
)
|
|
the
Executive
|
)
|
|
in
the presence of:-
|
)
|
26