EuroTelecom Communications Inc.
F4 Mexborough Business Centre
College Road
Mexborough
South Yorkshire S64 9JP
LETTER OF APPOINTMENT OF
NON-EXECUTIVE DIRECTOR
9th March 2000
Dear Chris
I am authorised by the Board of Directors ("the Board") to record the
terms of your appointment as a director of e-linking Inc ("the
Company") as follows:
1 TERMS OF APPOINTMENT
1.1 Your appointment is as a non-executive director of the Company, with
such appointment being subject to Admission of the share capital of the
Company to the Alternative Investment Market of the London Stock
Exchange by no later than 30 April 2000, and for a term expiring when
the first of the following events occurs:
(a) if you are not re-appointed or deemed to have been
re-appointed a director by shareholders following your
retirement at any time in accordance with the Company's
Articles of Association;
(b) if you are otherwise removed as a director or vacate office
pursuant to the law or the Company's Articles of Association;
(c) if you resign or do not offer yourself for re-election by
shareholders, either for your own reasons or at the request of
the Board; or
(d) either you or the Company terminate the appointment by giving
the other three months' notice in writing.
1.2 The Board's recommendation for your re-election by shareholders is not
automatic. In advance of each relevant occasion, whilst you remain a
non-executive director, the Board will normally discuss at a board
meeting whether or not to recommend your re-election: you will be
advised of the decision following the conclusion of the meeting.
2 DUTIES
As a non-executive director you should:
(a) bring an independent judgment to bear on issues of Company
strategy, performance, resources (including key appointments)
and standards of conduct, INTER ALIA as outlined in the
Principles of Good Governance and Code of Best Practice ("the
Combined Code") prepared by the Hampel Committee on Corporate
Governance, bearing in mind the size of the Company and the
nature of its business;
(b) fulfil your general duties as a director (pursuant to the
Company's Articles of Association, the law and all relevant
regulations); and
(c) attend meetings of the Board and any committees of which you
are from time to time a member (including the Remuneration and
Audit Committees) and shareholders meetings.
3 INFORMATION
You will be supplied with all information (including financial
information) which in the Company's view you reasonably require in
order to carry out your duties and such information will be provided in
sufficiently good time to enable you to give it proper consideration
prior to any decision which may have to be made. In particular, the
Company will provide you with the papers for Board meetings not less
than seven days prior to such meetings (unless such meetings are held
at short notice to which you consent) and the monthly management
accounts as soon as possible after they become available.
<PAGE>
4 RESPONSIBILITIES
You should accept responsibilities when required to do so in accordance
with the law, the requirements of the London Stock Exchange and the
City Code on Take-overs and Mergers US securities laws, federal laws
and laws of the state of Delaware, and should comply with the following
codes (as amended from time to time):
(a) the Combined Code (to the extent expected of companies whose
shares are listed on the Alternative Investment Market);
(b) the Statement of Best Practice on the role and duties of
directors by the Institutional Shareholders Committee;
(c) the role of the non-executive director produced by the
Promotion of Non-Executive Directors (PRONED);
(d) the report by the Institute of Directors on the disclosure of
directors' remuneration; and
(e) the Model Code for AIM companies, as appended to the rules of
the London Stock Exchange
copies of which, as applicable to directors, have been provided to you.
As referred to in the Combined Code, you are responsible, along with
the rest of the Board, for preparing the annual report and accounts of
the Company on the bases set out therein.
5 REMUNERATION
5.1 You are entitled to be paid directors' fees at the rate of
(pound)50,000 per annum (or such higher rate as the Company may from
time to time notify in writing to you) which shall accrue from day to
day and be payable by equal quarterly instalments in arrears.
5.2 You are not entitled to receive any other benefits and, upon ceasing to
be a director, shall not be entitled to receive any payment except
accrued directors' fees for past services.
5.3 You hereby authorise the Company to deduct from any remuneration
accrued and due hereunder (whether or not actually paid during the
period of directorship) any tax or social security contributions which
the Company is obligated to deduct in respect of such remuneration.
6 EXPENSES
Any expenses reasonably incurred on Company business will be reimbursed
within 14 days of receipt by the Company of a written claim in
accordance with the Company's normal expenses policy supported by
proper vouchers or other documentation.
7 CONFIDENTIALITY
You shall at all times keep entirely confidential all information
relating to the Company and its subsidiaries which is not in the public
domain, and shall not disclose to any party or use any such information
unless required to do so by law or with the agreement of the Chairman
except in BONA FIDE discharge of your duties. All intellectual property
rights relating to the business of the Company shall remain the
property of the Company.
8 CONFLICTS OF INTEREST
You will not, without the consent of the Board, accept any other
appointment or enter into any arrangement which might reasonably be
expected to lead to a conflict of interest arising. In any event of
doubt, please consult me in advance.
-2-
<PAGE>
9 INDEPENDENT ADVICE
The Board has agreed that any director may, if necessary in the
furtherance of his or her duties, take independent professional advice
at the Company's expense, subject to having first notified me. Any such
payment by the Company would, of course, be subject to any restriction
under company law.
10 INSURANCE
The Company may effect liability insurance which covers directors and
officers of the Company and any subsidiary company of the Company,
subject to such policy's terms, conditions and exclusions as the Board
decides.
11 ENTIRE AGREEMENT
This letter, read in conjunction with the Memorandum and Articles of
Association of the Company, contains the entire agreement between you
and the Company concerning your appointment as a non-executive director
and it supersedes all previous agreements, whether written, oral or
implied.
Please confirm your agreement to the contents of this letter by signing
and returning the accompanying copy to me.
Yours sincerely
Graham Ford
For and on behalf of EuroTelecom Communications Inc
I have read and agree the terms of my appointment as non-executive
director of the Company as set out in the Company's letter dated 2000.
Dated..........................................
Signed.........................................
-3-
