Helping in Children Education Program Sierra Leone

(HICEP-SL
72 Old Railway Line, Bo City, Southern Sierra Leone
[Telephone +232 76 654303 / [Email hicepsl@gmail.com

1 March 2021

Mustapha Kai Swaray

111 New Gerihun Road, Bo City, Southern Sierra Leone

Dear Mr Swaray,

APPOINTMENT OF PROGRAM DIRECTOR AND CHIEF EXECUTIVE OFFICER

Helping in Children Education Program Sierra Leone (HICEP-SL) is pleased to announce that
Mr Mustapha Kai Swaray has been appointed Program Director and Chief Executive Officer,
effective from 1 March 2021.
Mr Swaray is a senior executive with extensive experience in the non-profit sector having
held senior roles with Plan International, eHealth Africa, and Child Fund International. He
was also a founding member of Pikin-to-Pikin Movement, one of the leading Child
protection National None Governmental Organizations in Sierra Leone.
Most recently he was the Education Secretary at UMMATUL Islamic Mission and then Ag
principal at the UMMATUL Islamic Senior Secondary School, Bo, a position he has held
until now.
Mr Swaray holds a Higher Teacher’s Certificate (Secondary} in French & English and
Baccalaureate in Project Administration from Cambridge International College.

“We are delighted to have been able to attract someone of Mustapha’s proven calibre and
experience to lead HICEP-SL and we look forward to his contribution to the organization’s
growth in what will be an exciting new phase for
beginning for HICEP-SL.
2

Role
7. As a Non-Executive Director you have the same general legal responsibilities
to the Company as any other Director.
8. The Board as a whole is collectively responsible for promoting the success of
the Company by directing and supervising the Company’s affairs. The Board:
• provides entrepreneurial leadership of the Company within a framework of
prudent and effective controls which enable risk to be assessed and managed;
• sets the Company’s strategic aims, ensures that the necessary financial and
human resources are in place for the Company to meet its objectives, and
reviews management performance; and
• sets the Company’s values and standards and ensures that its obligations to its
shareholders and others are understood and met.
9. In addition to these requirements of all Directors, the role of the NonExecutive has the
following key elements:
• Strategy: Non-Executive Directors should constructively challenge and
contribute to the development of strategy;
• Performance: Non-Executive Directors should scrutinise the performance of
management in meeting agreed goals and objectives and monitor the reporting
of performance;

This letter confirms your appointment on ● as a Non-Executive Director of the

Company (the Appointment) and outlines the terms of the Appointment.
Appointment

Yours sincerely
Chairman
For and on behalf of Compass Group PLC
3

_______________________
Non-executive Director

PRIRIVATE AND CONFIDENTIAL

Date ●
Dear ●
Appointment as a Non-Executive Director of Compass Group PLC (the
Company)
This letter confirms your appointment on ● as a Non-Executive Director of the
Company (the Appointment) and outlines the terms of the Appointment.
Appointment
1. The Appointment is for a term of three years ending on ● (the Termination
Date). Unless the Appointment is renewed on or prior to the Termination Date, you
undertake to resign as a Director of the Company immediately after the Termination
Date. The Appointment will be subject to the Company’s Articles of Association (a
copy of which has been provided to you) and any necessary resolution of
shareholders.
2. Notwithstanding the other provisions of this letter, the Appointment may be
terminated at any time by the Company in accordance with the Company’s Articles of
Association or the Companies Act 1985, or upon your resignation. Upon such
termination or resignation for any reason, you shall not be entitled to any damages for
loss of office and no fee will be payable to you in respect of any unexpired portion of
the term of the Appointment.
3. During the Appointment you may be asked to serve on one or more of the
Board committees including Audit, Nomination and Remuneration Committees and
you have been provided with copies of the terms of reference for each of those
committees.
4. You are considered to be an independent Non-Executive Director and will be
identified as such in the annual report and other documentation. If circumstances
change, and you believe that your independence may be in doubt, you should discuss
this with the Chairman as soon as practicable.
4

Time commitment
5. The Company anticipates a time commitment of not less than 20 days per
year, but you are aware that the nature of the role makes it impossible to be specific
about the time commitment. This will include attendance at regular and emergency
Board meetings, the annual strategy meeting, held normally overseas and the AGM,
held normally in February each year at a venue in London. You may also be required
to attend regular meetings of any Board committee of which you are a member. In
addition, you will be expected to devote appropriate preparation time ahead of each
meeting.
6. By accepting the Appointment, you confirm that you are able to allocate
sufficient time to perform your role.
Role
7. As a Non-Executive Director you have the same general legal responsibilities
to the Company as any other Director.
8. The Board as a whole is collectively responsible for promoting the success of
the Company by directing and supervising the Company’s affairs. The Board:
• provides entrepreneurial leadership of the Company within a framework of
prudent and effective controls which enable risk to be assessed and managed;
• sets the Company’s strategic aims, ensures that the necessary financial and
human resources are in place for the Company to meet its objectives, and
reviews management performance; and
• sets the Company’s values and standards and ensures that its obligations to its
shareholders and others are understood and met.
9. In addition to these requirements of all Directors, the role of the NonExecutive has the
following key elements:
• Strategy: Non-Executive Directors should constructively challenge and
contribute to the development of strategy;
• Performance: Non-Executive Directors should scrutinise the performance of
management in meeting agreed goals and objectives and monitor the reporting
of performance;
• Risk: Non-executive Directors should satisfy themselves that financial
information is accurate and that financial controls and systems of risk
5

management are robust and defensible; and

• People: Non-executive Directors are responsible for determining appropriate
levels of remuneration of executive directors and have a prime role in
appointing, and where necessary removing, senior management and in
succession planning.
Fees
10. You will be paid a fee of £● per annum, which will be subject to an annual
review by the Board. The fee is inclusive of your position as a Non-Executive
Director and of your membership of any Board committee. Fees will be paid under
deduction of PAYE.
11. You will have no entitlement to any bonus during the Appointment and no
entitlement to participate in any share scheme or pension scheme operated by the
Company.
Expenses
12. In addition to the fee described in 10 above, the Company will reimburse you
for all reasonable and properly documented expenses you incur in performing your
role. You should submit any details of expenses incurred to the Company Secretary.
13. During the Appointment, circumstances may arise in the furtherance of your
duties as a Director when it will be appropriate for you to seek advice from
independent advisors at the Company’s expense. A copy of the Board’s agreed
procedure under which directors may obtain such independent advice is available
from the Company Secretary. The Company will reimburse the full cost of
expenditure incurred in accordance with this policy.
Other directorships and business interests
14. The Company acknowledges that you have business interests other than those
of the Company and that you have declared any conflicts that are apparent at present.
In the event that you become aware of any potential conflicts of interest, these should
be disclosed to the Chairman and Company Secretary as soon as they become
apparent.
15. During the Appointment you must consult with the Chairman prior to
accepting any other (or further) directorships of publicly quoted companies or any
major external appointments.
6

Code of conduct
16. During the Appointment you will comply with any relevant regulations as may
be issued by the United Kingdom Listing Authority, including its Model Code for
Securities Transactions by Directors of Listed Companies and such other
requirements as the Board of Directors may from time to time specify.
Confidentiality
17. You must apply the highest standards of confidentiality and not disclose to any
person or company (whether during the course of the Appointment or at any time after
its termination) any confidential information concerning the Company and any Group
Companies with which you come into contact by virtue of your position as a NonExecutive
Director of the Company.
18. Your attention is drawn to the requirements under both legislation and
regulation as to the disclosure of price-sensitive information. Consequently you
should avoid making any statements that might risk a breach of these requirements
without prior clearance from the Chairman or Company Secretary.
19. On termination of the Appointment you will deliver to the Company all books,
documents, papers and other property of or relating to the business of the Company or
any Group Company which are in your possession, custody or power by virtue of
your position as a Non-Executive Director of the Company. The Company is able to
arrange the disposal of papers that you no longer require.
Review process
20. The performance of individual Directors and the whole Board and its
committees is evaluated annually. If, in the interim, there are any matters which
cause you concern about your role you should discuss them with the Chairman as
soon as is appropriate.
Insurance
21. The Company has directors’ and officers’ liability insurance and it is intended
to maintain such cover for the full term of the Appointment. You have been provided
with details of this insurance.
For the purposes of this letter Group Company shall mean the Company and any of
its subsidiaries or holding companies from time to time (and any other subsidiary of
any of its holding companies), and holding company and subsidiary shall be as
7

defined in section 736 Companies Act 1985.

This appointment letter constitutes neither a contract for services nor a service
contract.
Please confirm your agreement to the above by signing and returning to me the
enclosed duplicate of this letter.
Yours sincerely
Chairman
For and on behalf of Compass Group PLC
_______________________
Non-executive Director

FFFF

n
CONTRACT OF EMPLOYMENT /LETTER OF APPOINTMENT
FOR EXECUTIVE/WHOLE-TIME DIRECTOR
{Pursuant to the provisions of Sections 190,196,197,198 & 203 of the Companies Act, 2013
read with
Schedule–V and the Rules made thereof and applicable provisions of SEBI( LO&DR)
Regulation,2015 as
amended from time to time}
Date: __________
_______________
DIN: ___________
Address_________________
Dear Sir/Madam
Sub: Appointment/Re-appointment of Executive/Whole-Time Director
I am pleased to inform you that upon the recommendation of the Nomination and
Remuneration Committee meeting dated ________________ and the Board of Directors
meeting
dated _________________ (hereinafter referred as “the Board”) and Shareholders at their
8

meeting through ____________ dated __________ of Company has approved your

appointment/re-appointment as Executive/Whole-Time Director & Whole-time Key
Managerial Person(KMP) of the Company. This letter of appointment sets out the terms and
conditions covering your employment which is as follows:
i. Terms of employment
In accordance with the provisions of the Companies Act, 2013 and the Rules made there
under read with Schedule V to the Act, and applicable provisions of SEBI (LO&DR)
Regulation, 2015 as amended from time to time, You are Appointed/re-appointed as a
Executive/Whole-Time Director & Whole-time Key Managerial Person(KMP) on the Board
of
Directors of Company for a period of ___ consecutive years with effect from
_____________.
The term Whole-Time t Director should be construed as defined under the Companies Act,
2013 and SEBI (LO&DR) Regulation, 2015 as amended from time to time,.
The Company has adopted the provisions with respect to appointment and tenure of
Executive/Whole-Time Director which is consistent with the Companies Act, 2013 and the
Rules made there under read with Schedule V to the Act, and applicable provisions of SEBI
(LO&DR) Regulation, 2015, as amended from time to time..
ii. Board Committees
The Board of Directors (the Board) may, if it deems fit, invite you for being appointed on
one
or more existing Board Committees or any such Committee that is set up in the future. Your
appointment on such Committee(s) will be subject to the applicable regulations.
HERITAGE FOODS LIMITED
This is a Model Letter of Appointment and is subject to Amendment/ Modification.
Page 2 of 5
Currently, the Board has 6 (Six) committees: Audit Committee, Management Committee,
Nominations and Remuneration Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and Risk management Committee. The Board is
responsible for constituting, assigning, co-opting and fixing terms of service for committee
members. The chairperson of the Board, in consultation with the Company Secretary and
the committee chairperson, determines the frequency and duration of the committee
meetings. Normally, the Audit Committee, Stakeholders Relationship Committee meet four
times a year and remaining committees shall meet whenever it is required as per the
provisions of the Companies Act,2013 and SEBI(LO&DR) Regulations,2015 as amended
from
time to time. Recommendations of the committees are submitted to the full Board for
approval. The quorum for meetings is either two members of the committee or one-third of
9

the members of the committee, whichever is higher.

iii. Time Commitment
As a Executive/Whole-Time Director you are expected to bring objectivity and independence
of view to the Board’s discussions and to help provide the Board with effective leadership in
relation to the Company’s strategy, performance, and risk management as well as ensuring
high standards of financial probity and corporate governance. The Board meets at least six
times in a year.
By accepting this appointment, you confirm that you are able to allocate whole of your time
to meet the expectations from your role to the satisfaction of the Board and the Company.
iv. Professional Conduct
As an Executive/Whole-Time Director, you shall:
uphold ethical standards of integrity and probity;
act objectively and constructively while exercising your duties;
exercise your responsibilities in a bona fide manner in the interest of the Company;
devote sufficient time and attention to your professional obligations for informed and
balanced decision-making;
not allow any extraneous considerations that may vitiate your exercise of objective
independent judgment in the paramount interest of the Company as a whole, while
concurring in or dissenting from the collective judgment of the Board in its decisionmaking
assist the Company in implementing the best corporate governance practices.
v. Role, Responsibilities and Duties
Your role, Responsibilities and duties will be those normally required of a
Executive/WholeTime Director under the Companies Act, 2013 and the Rules made there
under read with
Schedule V to the Act and applicable provisions of SEBI (LO&DR) Regulation, 2015 as
amended from time to time.. There are certain duties prescribed for all Directors, both
Executive and Non-Executive, which are fiduciary in nature and are as under:
You shall act in accordance with the Company’s Articles of Association.
HERITAGE FOODS LIMITED
This is a Model Letter of Appointment and is subject to Amendment/ Modification.
Page 3 of 5
You shall act in good faith in order to promote the objects of the Company for the
benefit of its members as a whole, and in the best interest of the Company.
You shall discharge your duties with due and reasonable care, skill and diligence.
You shall not involve yourself in a situation in which you may have a direct or
indirect interest that conflicts, or possibly may conflict, with the interest of the
Company. Please refer to Clause ix for full explanation on conflict of interest.
You shall not achieve or attempt to achieve any undue gain or advantage either to
10

yourself or to your relatives, partners or associates.

In addition to the above requirements applicable to all Directors, you will report to the
Vice-Chairperson and Managing Director of the company and is accountable for the key
responsibilities as follows:
Initiate speedy and stable growth strategies for the organization in line with the
Vision and Mission of the company.
Initiate strategies for backward and forward integration within the food industry.
Initiate steps for diversification to various other potential businesses.
Initiate steps in achieving the corporate goals of the organization in terms of values
and profitability to all the stakeholders.
Shall be responsible for safeguarding and effective utilization of the assets and
improving the productivity.
Responsible for compliance of various enactments applicable to the organization.
Shall be responsible to discharge the duties entrusted by the Board of Directors from
time to time.
Matters relating to financial management.
vi. Status of Appointment
You are the employee of the Company as per the legal and statutory applicable provisions,
you are eligible for fitment in the Top Management Grade (TM-B), you are also eligible for
PF,
Gratuity & LTA as per the above said grade, the Code of Conduct of employee is also
applicable to you and this letter shall constitute a contract of employment as the provisos of
Section 190 of the Companies Act, 2013 as amended from time to time. You shall be paid the
remuneration as recommended by the Nomination & Remuneration Committee, Board of
Directors and approved by Shareholders of the Company by way of Special Resolution dated
___________ as mentioned below;
Period

A Salary
B 1 Housing
2 Medical Reimbursement
3 Leave Travel Assistance
4 Club Fees
5 Personal Accident Insurance
6 Books & Periodicals
7 Others

HERITAGE FOODS LIMITED

11

This is a Model Letter of Appointment and is subject to Amendment/ Modification.

Page 4 of 5
C

1 Provident Fund contribution

2 Gratuity

3 Leave encashment benefits

4 Superannuation contribution
D 1 Car & Telephone
E Performance / Annual Pay
Minimum Remuneration:
Where in any financial year during your tenure, the Company incurs a loss or its profits
are inadequate, the Company shall pay the above remuneration as referred above “A to D”
to you by way of salary, perquisites and other benefits as minimum remuneration subject
to the limits specified under Section II of Part II of Schedule V of the Companies Act, 2013
vii. Conflict of Interest
It is accepted and acknowledged that you may have business interests other than those of
the Company. As a condition to your appointment commencing, you are required to declare
any such directorships, appointments and interests to the Board in writing in the prescribed
form at the time of your appointment.
In the event that your circumstances seem likely to change and might give rise to a conflict
of interest or, when applicable, circumstances that might lead the Board to revise its
judgment that you are independent, this should be disclosed to both the Chairman and the
Secretary of the Company
viii. Confidentiality
All information acquired during your appointment is confidential to the Company should
not be released, either during your appointment or following termination (by whatever
means) to third parties without prior clearance from the Company/Board unless required by
law or by the rules of any stock exchanges or regulatory body. On reasonable request, you
shall surrender any documents and other materials made available to you by HFL.
Directors are prohibited from dealing in the Company’s shares during the period when the
trading window is closed. Further, directors, being designated officers of the Company for the
purpose of insider trading guidelines, are required to obtain prior clearance to pre-clear all
trades (buy/sell/gift) from the Company Secretary / the Compliance Officer of the Company.
You are required to comply with the applicable insider trading laws and regulations. You are
also required to comply with the Company's Code of Conduct and Ethics, enclosed with this
letter of appointment.
ix. Performance Evaluation
12

The Company has adopted a policy on Board Evaluation in line with the requirement of the
Companies Act,2013 and The SEBI( LO&DR) Regulation,2015 as amended from time to time.
The policy provides for evaluation of the Board, the Committees of the Board and individual
Directors, including the Chairperson of the Board. As per the Policy, the Company shall
carry out an evaluation of the performance of the Board as a whole, Board Committees and
Directors on an annual basis.
HERITAGE FOODS LIMITED
This is a Model Letter of Appointment and is subject to Amendment/ Modification.
Page 5 of 5
x. Disclosure of Interest
As per the provision of te Companies Act,2013 and SEBI(LO&DR), Regulation,2015, as
amended from time to time, the Company must include in its Annual Accounts a note of any
material interest that a Director may have in any transaction or arrangement that the
Company has entered into. Such interest should be disclosed no later than when the
transaction or arrangement comes up at a Board meeting so that the minutes may record
your interest appropriately and our records are updated. A general notice that you are
interested in any contracts with a particular person, firm or company is acceptable.
xi. Termination
You may resign from your position at any time and should you wish to do so, you are
requested to serve a three months advance written notice on the Board.
Continuation of your appointment is contingent on your getting re-appointed by the
shareholders in accordance with provisions of Companies Act, 2013, SEBI (LO&DR)
Regulation, 2015 and the Articles of Association of the Company, from time to time in force.
Your appointment may also be terminated in accordance with the provisions of the
Companies Act, 2013, SEBI (LO&DR) Regulation, 2015 and as per the Articles of Association of
the Company from time to time in force.
xii. Governing Law
This appointment letter is governed by and will be interpreted in accordance with Indian law
and your engagement shall be subject to the jurisdiction of the Indian courts.
Kindly confirm your acceptance of these terms by signing and returning to us the enclosed
copy of this letter.
Yours sincerely
For Heritage Foods Limited
By order of Board of Directors
D Seetharamaiah
Chairperson
Encls: 1. Copy of the Code of conduct & Ethics
2. Copy of the D & O Policy
3. Acknowledged copy of DIR-2, DIR-8 and MBP-1
I hereby acknowledge receipt of and accept the terms set out in this letter.
Signed …………………
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Warm regards,

Your Name