[Date] [Name/address] Dear [Name], Appointment as a Non-Executive Chairman of Johnston Press plc ( the Company ) Following the recommendation of the Nomination Committee, I write to confirm your re-appointment as non-executive chairman of the Company with effect from [date] and to set out your duties, terms of appointment and remuneration. It is agreed between us that this is a contract for services and is not a contract of employment. By accepting the appointment you confirm that you are not subject to any restrictions which prevent you holding office as a director. 1. DUTIES 1.1 Attendance at Board Meetings You will be expected to attend and Chair all Company Board meetings, subject to your absenting yourself when the matters under discussion involve a conflict or potential conflict of interest with the activities of any undertaking in which you may hold a real or beneficial interest. 1.2 External Relations You will assist the executive directors as required in their dealings with shareholders. 1.3 Time commitment Overall we anticipate that you will spend a minimum of thirty days per year on work for the Company. This will include attendance at Board meetings, Board Committee meetings where you are a member or are invited to attend, the AGM, one annual Board away day a year and at least two site visits a year. In addition, you will be required to consider all relevant papers prior to each meeting and you may be required to devote additional time to the Company when it is undergoing a period of particularly increased activity. By accepting this appointment, you confirm that you are able to allocate sufficient time to the Company to discharge your responsibilities effectively. You should obtain the agreement of the chief executive officer before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive chairman of the Company. 2. TERM OF OFFICE Your appointment as non-executive Chairman is to be for a [further] period of three years commencing on [date]. Thereafter your appointment may be extended by agreement between you and the Company.
3. ROLE AND DUTIES 3.1 As a non-executive chairman you shall have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for the success of the Company. The Board's role is to: a) provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; b) set the Company s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and c) develop and promote its collective vision of the Company s purpose, culture, values and the behaviours it wishes to promote in conducting its business and ensure that its obligations to its shareholders and others are understood and met. 3.2 All directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to: a) the likely consequences of any decision in the long term; b) the interests of the Company's employees; c) the need to foster the Company's business relationships with suppliers, customers and others; d) the impact of the Company's operations on the community and the environment; e) the desirability of the Company maintaining a reputation for high standards of business conduct; f) the need to act fairly as between the members of the Company. 3.3 In your role as a non-executive director, you shall also be required to: a) make sufficient time available to discharge your responsibilities effectively; b) devote time to developing and refreshing your knowledge and skills; c) uphold high standards of integrity and probity and support the executive directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond; d) constructively challenge and contribute to the development of strategy; e) take into account the views of shareholders and other stakeholders where appropriate; f) scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; g) satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible; 2
h) be 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; i) serve on the committees of the Board and attend all such committee meetings; j) at all times comply with the Articles and constitution of the Company; k) abide by your statutory, fiduciary and common-law duties as a director of the Company; l) diligently perform your duties and use your best endeavours to promote, protect, develop and extend the business of the Company; m) immediately report your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or other director of the Company of which you become aware to the chief executive officer; n) comply with the terms of the Model Code for dealings by directors and persons discharging managerial responsibilities of listed companies (a copy of which is available from the company secretary) and any code of practice issued by the Company from time to time relating to dealing in the Company's securities; and o) comply with the terms of the Disclosure and Transparency Rules with regard to disclosure of transactions in the Company's shares; p) do such things as are necessary to ensure compliance by yourself and the Company with the UK Corporate Governance Code (as amended from time to time); q) comply with the Company s anti-corruption and bribery policy and procedures; and r) not do anything that would cause you to be disqualified from acting as a director. 3.4 In addition, in your role as chairman you should: a) chair the Board and general meetings of the Company and meetings of the nomination committee; b) set the Board s agenda (primarily focused on strategy, performance, value creation and accountability) and ensure that adequate time is available for discussion of all agenda items, in particular strategic issues; c) set clear expectations concerning the Company s culture, values and behaviours and the style and tone of Board discussions; d) ensure that the Board determines the nature and extent of the significant risks that the Company is willing to embrace in implementing its strategy; e) ensure that the Board has effective decision-making processes and applies sufficient challenge to major proposals; f) ensure that Board committees are properly structured with appropriate terms of reference; 3
g) encourage all Board members to engage in Board and committee meetings by drawing on their skills, experience, knowledge and, where appropriate, independence; h) develop productive working relationships with all executive directors and the chief executive officer; i) consult the senior independent director on Board matters in accordance with the UK Corporate Governance Code; j) demonstrate ethical leadership and promote the highest standards of integrity, probity and corporate governance throughout the Company and particularly at Board level; k) ensure that the Board receives accurate, timely and clear information; l) ensure effective communication with shareholders and other stakeholders and that directors are made aware of the views of those who provide the Company s capital; m) promote a culture of mutual respect, openness and debate by facilitating the effective contribution of non-executive directors in particular and ensuring constructive relations between executive and non-executive directors; n) ensure that the new directors participate in a full, formal and tailored induction programme; o) regularly review and agree with each director their training and development needs; p) ensure that the performance of the Board, its committees and individual directors is evaluated at least once a year and act on the results of such evaluation; and q) be aware of and respond to your own development needs. 3.5 You shall be entitled to request all relevant information about the Company's affairs as is reasonably necessary in order to enable you to discharge your duties. 4. INDEPENDENT LEGAL ADVICE In some circumstances you may consider that you need professional advice in the furtherance of your duties as a director and it may be appropriate for you to seek advice from independent advisers 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 shall reimburse the full cost of expenditure incurred in accordance with its policy. 5. OUTSIDE INTERESTS 5.1 It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. If you become aware of any potential conflicts of interest, these should be disclosed to the chief executive officer and company secretary as soon as you become aware of them. 4
5.2 The Board has determined that you are independent according to the provisions of the UK Corporate Governance Code. 6. CONFIDENTIALITY 6.1 All information acquired during your appointment is confidential to the Company and should not be disclosed to third parties or used for any reason other than in the interests of the Company, either during your appointment or following termination (by whatever means), without prior clearance from the chief executive officer. 6.2 Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the chief executive officer or company secretary. 6.3 Nothing in this paragraph 6 shall prevent you from disclosing information which you are entitled to disclose under the Public Interest Disclosure Act 1998, provided that the disclosure is made in accordance with the provisions of that Act. 7. REVIEW PROCESS The performance of individual directors, 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 chief executive officer or the senior independent director as soon as you can. 8. TERMINATION 8.1 Notwithstanding the three-year term your appointment may at any time during that term or thereafter be terminated by the Company on giving to you three months notice. You may also terminate your appointment at any time, on giving three months notice to the Company. 8.2 Your appointment may be terminated without notice at any time (including during the three-year term) if: a) you are incapacitated by reason of ill-health or accident from attending three or more Company Board Meetings in any financial year; b) you persistently or wilfully fail to attend Company Board Meetings having been advised in writing of when they are to be held; c) you become insolvent or bankrupt or shall have compounded with or granted a trust deed for the benefit of your creditors; d) you have been guilty of any conduct likely to bring the Company or Group into disrepute; e) you have been guilty of dishonesty or acted in any manner which, in the opinion of the Company, brings or is likely to bring you or the Company into disrepute or is materially adverse to the interests of the Company; f) you have committed any serious breach of your obligations hereunder (which, if capable of remedy, shall not have been remedied within 21 days of the service of a written notice on you by the Company requiring you so to do) or a series of breaches of such obligations; 5
9. FEES g) you have an order made against you under any of sections 6-10 of the Company Directors Disqualification Act 1986 or any of sections 212-215 of the Insolvency Act 1986 or you cease to be lawfully capable of holding the office of Director; h) you have not complied with the Bribery Act 2010. 8.3 If your appointment is terminated pursuant to this clause 8, you shall not be entitled to any compensation or any other payment in respect of such termination other than any fees due to you up to the date of such termination and all expenses due to you in accordance with the provisions of clause 9.1 hereof and you shall waive and by your acceptance hereof, you hereby waive any claim to remuneration, damages or compensation in respect of any balance of the said period or the period any extension thereof. 8.4 In the event that your appointment is terminated, you shall immediately resign as a director of the Company and in the event of your failure to do so, the Company is hereby irrevocably authorised to appoint any person in your name and on your behalf to sign all documents and do all things necessary to give effect to your resignation. 9.1 As non-executive chairman, you will be entitled to receive a non-executive director s fee of [ ] per annum payable quarterly in arrears. In addition, you will be entitled to claim by monthly invoice reimbursement of any properly vouched reasonable business expenses necessarily incurred by you in the performance of your duties on the Company s business. 9.2 The Board, through the Remuneration Committee, will review the level of the nonexecutive chairman s fees from time to time as it determines appropriate, having taken advice from its remuneration advisers. 9.3 It is currently the Company s policy that 50% of non-executive director s fees are utilised to purchase shares in the Company in the name of the director (or their nominee). You will be notified of any change to this policy. 10. APPLICABLE LAW This letter of appointment shall be governed by the laws of Scotland. I should be grateful if you would signify your acceptance of the appointment on the foregoing terms by signing and returning to me the enclosed duplicate copy of this letter. Yours sincerely, for Johnston Press plc DIRECTOR I hereby agree to the terms of my appointment as non-executive chairman of Johnston Press plc on the terms set out in the above letter of appointment....... [Name] Date 6