EXHIBIT
4.21


 


 


Director
appointment letter – Mr Ahmed Fahour


 





















 


Office of the Chairman


 


 


500
Bourke Street


Melbourne


Victoria   3000


Australia


 


7 October 2004


 


 


Dear Mr Fahour


 


Letter of appointment


 


I am pleased to advise you that the Board of Directors
of National Australia Bank Limited (the “National”) has approved your
appointment as an Executive Director of the National and National Equities
Limited (the holding company for the major offshore assets) with effect on 7
October 2004, subject to the Australian Prudential Regulation Authority having
no objection to your appointment and receipt from you of a signed “Consent to
Act as a Director”. Enclosed is a “Consent to Act as a Director &
Disclosures on Appointment” form which I would ask you to complete and return
to the Company Secretary, Mr Garry Nolan, as soon as possible.  Garry’s fax number is 03 8641 4927.  Would you also return the original to Mr
Nolan.  In addition to expressing our
delight that you will be joining the Board of the National, this letter sets
out the terms of your appointment to the office of Executive Director of the
National and National Equities Limited. 
It should be read in conjunction with, and is subject to, the National’s
Constitution (a copy of which is attached to this letter), and the Charters and
policies approved from time to time by the Board, including the Board Charter
(a copy of which is attached to this letter). 
Charters and policies may be changed by the Board from time to time.


 


Upon
appointment as a Director, you will hold office until the next Annual General
Meeting of the National which will be held on 31 January 2005, at which time
you will be entitled to stand for election by the shareholders as a Director of
the National.


 


Please acknowledge that
you have read, understood and accept the contents of this letter by signing the
enclosed copy and returning it to the Company Secretary.


 


1                                          Board
members


 


The Chairman of the Board is Mr Graham Kraehe, a Non-Executive
Director.


 


The other Non-Executive Directors, at present, are:


 


•                                           Mr Peter Duncan;


•                                           Mr Robert Elstone


•                                           Mr Danny Gilbert;


•                                           Mr Paul Rizzo;


•                                           Ms Jillian Segal


•                                           Mr John Thorn;


•                                           Mr Geoff Tomlinson; and


•                                           Mr Malcolm Williamson.


 





















 


The appointment of Mr Michael Chaney as a non-executive director in
December 2004 and as Chairman of the Board in September 2005 has been
announced.


 


Mr John Stewart is the Managing Director & Group Chief Executive,
the only executive director at this time. 
Mr Michael Ullmer is to join the Board as an executive director in October
2004.


 


The Company Secretary is Mr Garry Nolan.  Mr Nolan can be contacted on (03) 8641 3505.


 


Further details of Board members can be obtained from the Company
Secretary.


 


2                                          Terms of
appointment


 


2.1                                Qualifications


 


To qualify for the office of Director of the National, you must:


 


•                                           be under 70 years of age; [Article 10.9]


 


•                                           not be disqualified or suspended from managing corporations and must
otherwise be permitted by law to act as a director of a company; [s203B Corporations Act and Part 2D.6]


 


•                                           sign a Confidentiality Deed which prohibits you from disclosing any
matters, affairs or concerns of the National; [to comply
with Article 11.8 of the National’s Constitution] and


 


•                                           hold at least 2,000 fully paid shares in the National in your own
right within two months after your appointment. 
[Article 10.8] See 3.4 below for restrictions.


 


2.2                                Term


 


Following your appointment by the Board, you hold office as an
Executive Director until the first Annual General Meeting of the National after
the date of your appointment.  You are
then eligible for election to the position of Director by resolution of the
shareholders of the National at that Annual General Meeting.  [Articles 10.12 and 10.13]


 


Once you have been elected to the office of Director by resolution of
the shareholders of the National in General Meeting, you will be subject to the
rotation of Directors provided for in Articles 10.3 to 10.7 of the National’s
Constitution.  Broadly, these Articles
provide that at each Annual General Meeting one-third of the Directors for the
time being and any other Director not in such one-third who has held office for
three years or more must retire from the office and is eligible for
re-election. The National may remove a Director from office as a Director at
any time by a resolution passed at a General Meeting.  [Articles 10.3-10.7 and
10.14]


 





















 


2.3                                Vacation
of office


 


Your office as a Director becomes vacant if any of the circumstances
prescribed under the Corporations Act 2001
(Cth) or the National’s Constitution arise, including the following:


 


•                                           you are disqualified from managing corporations; [s203B Corporations Act and Part 2D.6]


 


•                                           you resign from office or refuse to act; [Article
10.28(b)]


 


•                                           you are removed from office by resolution passed at a General
Meeting of the National; [Article 10.28(d)]


 


•                                           you accept or hold any office in another bank without the consent of
the Board.  [Article
10.28(f)]


 


•                                           you cease to be an employee of the National. (Article
10.11 – see 2.5 below)


 


Article 10.28 of the National’s Constitution contains a list of
circumstances that, in addition to those prescribed by the Corporations Act,
will result in the office of a Director becoming vacant.


 


Among other matters, clause 2.5 of this letter of appointment contains
additional provisions in respect of your employment with the National if you
cease to hold office as a Director.


 


2.4                                Relationship
with the National


 


Once appointed, you hold office as a Director of the National.  As you are also an employee of the National,
you are an Executive Director within the meaning of the National’s
Constitution.


 


2.5                                Holding
office as a Director and your employment


 


(a)                                   Cessation
as an employee


 


As you are an employee of the National, the Constitution of the
National provides in Article 10.11 that your office as a Director becomes
vacant upon you ceasing to be an employee of the National.


 


(b)                                  Variations
to your employment agreement


 


In consideration of your appointment as an officer of the National, you
agree to a variation of the terms and conditions of your employment with the
National (as set out in the letter to you from the Managing Director and Chief
Executive Officer of the National dated 10 August 2004 (“your employment
agreement”)) as follows:


 


(i)                                      in addition to all other
powers of the National under your employment agreement, the National may
terminate your employment effective immediately by giving written notice to you
if your office as a Director becomes vacant or is vacated by force of the
Corporations Act or of the provisions of Article 10.14 or Article 10.28 of the
Constitution;


 





















 


(ii)                                 in addition to all other
powers of the National under your employment agreement, the National may
terminate your employment in accordance with the provisions of sub-paragraph
21.5 to 21.7 (inclusive) of your employment agreement if:


 


(A)                                in accordance with the Constitution or the Corporations Act, you are
removed or dismissed from office as an Executive Director; or


 


(B)                                  you cease to hold office as a Director (other than by reason of your
office as an Executive Director or Director being vacated or becoming vacant).


 


(iii)                              Resignation from offices


 


You may, from time to time, hold office as a director of a subsidiary
of the National.  If you cease to be an
employee of the National and thereby the office of Executive Director of the
National held by you becomes vacant, you agree to resign with immediate effect
from each office held by you in the National and in each subsidiary of the
National.


 


(iv)                             For the purposes of
sub-clause 2.5(b)(iii), you irrevocably appoint the Chairman of the
National, as elected from time to time, to be your attorney and in your name
and on your behalf to execute any document or do anything necessary to comply
with your obligations under the provisions of sub-clause 2.5(b)(iii).  The power of attorney granted to the Chairman
under subclause 2.5(b)(iii) shall remain in force both during your
employment with the National and after it ceases.


 


(v)                                Extent of operation of certain
obligations


 


The provisions of your employment agreement as varied by this letter,
operate only to the extent permitted by:


 


(A)                                law, in particular, the Corporations Act; and


 


(B)                                  any other obligations with which the National must comply under the
Listing Rules.


 


(vi)                             If any provision or part of a
provision of your employment agreement as varied by this letter goes beyond
that which is permitted by law, or does not comply with the obligations
referred to in sub-clause 2.5(b)(v), that provision or part of a provision
shall be interpreted in such a way as to be permitted by law or to comply with
the obligations or, if such an interpretation is not open, that provision or
part of the provision must be severed.


 


(c)                                   While
you are an Executive Director and an employee of the National, 50 per cent of
any “short-term incentive reward” allocated to you under the terms of the
National’s short-term incentive-based plan for executive employees (referred to
in your employment agreement), will be provided in National shares, generally
restricted for a minimum period of 12 months from the date of issue.  Any issue or allocation of shares to you as
an employee of the National, as part of your short-term incentive reward, will
be provided under the National Australia Bank Staff Share Ownership Plan, and
subject to the specific terms of issue or allocation applicable at the time and
will also be subject to approval by shareholders if required by law or under
any obligations with which the National must comply under the ASX Listing
Rules.


 





















 


3                                          Expectation


 


3.1                                Overview


 


The National’s expectations of you as a Director are listed in this
section.  In many cases, you are obliged
to meet these expectations because of your legal duties to the National.  You are encouraged to seek independent legal
advice to assist you in the performance of these duties.


 


3.2                                Board
meetings


 


Whilst most Board and Board committee meetings are held in Melbourne,
the Board does visit and hold meetings at interstate and international venues
from time to time. Board meetings are scheduled ten times a year and normally
have a duration of two days, with the exception of the annual Board meeting in
the United Kingdom, which usually has a duration of five days.  A list of the Board Meeting dates for the
remainder of 2004 and for 2005 is attached. 
It is necessary from time to time to convene an unscheduled
meeting.  The National endeavours to keep
such meetings to a minimum, however, a Director may convene additional Board
meetings at any time.  [Article 12.2]


 


You are expected to:


 


•                                           attend Board meetings and ensure that you have fully read all papers
relating to agenda items;


 


•                                           apply your mind to the matters before you and bring your own special
skills and experience to your position;


 


•                                           raise questions and make enquiries when you need more information;


 


•                                           make sure that any of the Board’s delegates are qualified, reliable
and competent to carry out the duties given to them; and


 


•                                           make sure that you have been provided with accurate, relevant and
timely information to reach any decision that will affect the National.  You should not make a decision, and you may
refuse to consider any matter, until appropriate information has been provided
to you.


 


3.3                                Board
committees and subsidiaries


 


Currently there are four standing Board committees:  the Audit Committee, Risk Committee,
Compensation Committee and the Nomination Committee, and the Board may, from
time to time, convene other Board committees.


 


At present, all Directors are members of the Nomination Committee.


 


You may also be appointed as a director of a subsidiary, or
subsidiaries, of the National.


 





















 


3.4                                Insider
trading policy and Code of Conduct


 


Directors are expected to comply with the corporate policies approved
from time to time by the Board, including the Corporate Governance Guide
entitled “Role, Duties, Responsibilities and Rights of the Directors of
Category A Company”.


 


A copy of the Guide is attached to this letter.


 


You are of course required also to comply with the National’s Code of
Conduct (which has been expressly referred to your employment agreement) and
the National’s insider trading policy.


 


The insider trading policy restricts dealings in National securities by
Directors as well as other officers and employees of the National.  Directors may only deal in such securities in
the eight-week periods immediately following either the release of the
half-year and full-year profit announcements (currently made in May and
November) or following the release of a qualifying prospectus.  However, even during such periods, Directors
may not deal in National securities if they are aware of any share price
sensitive information.  An example of
this may be any merger, acquisition or significant disposal activity occurring
during the window period.  Further, under
the insider trading policy, Directors must not deal in National securities for
short-term gain and, therefore, dealing in the same National securities within
a 12-month period is prohibited. 
Directors must also discuss their intention to deal in National
securities with the Chairman before undertaking any such dealings.


 


Given these restrictions, a new Director appointed to the Board, who
does not already meet the Director share qualification requirement set out in
the National’s Constitution and clause 2.1 of this letter, should acquire such
shares as soon as possible before s/he acquires any share price sensitive
information.


 


3.5                                Confidentiality


 


You are expected to maintain the confidentiality of all materials and
information you obtain in connection with your position as a Director.


 


You must comply with the Confidentiality Deed you execute in accordance
with Article 11.8 of the National’s Constitution.


 


These obligations are separate from and are in addition to obligations
of confidentiality you have accepted and agreed to as an employee of the
National.


 


4                                          Duties
and powers


 


4.1                                Duties


 


At the most general level, your role in
your capacity as a Director is to monitor the National’s business results and
to set goals and formulate strategy.  In
performing this role, you are subject to a number of legal duties to the
National.


 


A detailed explanation of your duties is
provided in the Corporate Governance Guide entitled “Role, Duties,
Responsibilities and Rights of the Directors of Category A Company” referred to
earlier and attached to this letter.


 





















 


4.2                                Disclosure
of conflicts and material personal interests


 


If a conflict of interest arises in
relation to a matter that will be considered by the Board, you must give the
other Directors notice of the conflict, and, if the conflict is a material
personal interest in the matter (as defined by section 191(2) of the
Corporations Act), you must not be present while the matter is being considered
at a Board meeting or vote on the matter.


 


Further guidance in relation to conflicts
and material personal interests is given in the Corporate Governance Guide
attached.


 


4.3                                Powers


 


The Board has the power to exercise all of the National’s powers, other
than the powers which the Constitution and the Corporations Act require to be
exercised by the National in General Meeting. 
[Article 11.1 and s198A(2) of Corporations Act]


 


Decisions of the Board are decided by a majority of votes of Directors
present and entitled to vote.  Each
Director has one vote.  [Articles 12.3 and 12.4]


 


4.4                                Appointment
of Alternate Director


 


Articles 12.6 - 12.14 of the National’s Constitution provides for a
Director to appoint an Alternate Director to act in his / her place, subject to
the approval of the majority of the other Directors.  However, it has not been the practice in the
National to appoint Alternate Directors.


 


5                                          Remuneration


 


5.1                                Remuneration


 


As you are an employee of the National, you are not provided with and
have no entitlement to any additional remuneration in respect of holding the
office of Director.


 


5.2                                Insurance
and indemnity


 


As a Director, you have the benefit of the indemnity provided to you in
the National’s Constitution.  This
indemnity is broad; however, it does not provide protection if the National is
prohibited from indemnifying you, for example, where liability is owed to the
National.  [Article
21.1 and s199A(2) of the Corporations Act]


 


You are invited to enter into a Deed of Access, Indemnity and Insurance
which mirrors the protection afforded to you under the National’s
Constitution.  That deed also includes an
undertaking by the National to effect and maintain an appropriate Directors’
and Officers’ Insurance Policy.  A copy
of that deed is attached.  Could you
please sign the deed and return it.


 


You may also be protected under the National’s Directors & Officers
Insurance Policy.  Details of the
insurance policy are provided in the brochure attached.


 


It is important that, if you become aware of any matter that may give
rise to an actual or potential claim, or of any circumstances that may lead to
such a claim, you contact Global Operational Risk, Insurance & Compliance
(Melbourne).


 





















 


6                                          Training


 


The National is committed to providing its
Directors with opportunities to update and enhance their skills and knowledge.


 


In your capacity as a Director, you are
entitled to attend external seminars, workshops and other training programs
that are relevant to your directorship. 
The National will reimburse you for any reasonable costs of such
additional training.


 


7                                          Access to
information


 


7.1                                Access to
financial records and company books


 


Under the Corporations Act, a Director has
rights of access to the National’s financial records and, for the purposes of
legal proceedings to which the Director is a party, the National’s books, at
all reasonable times.  [Section 198F and section 290 of the Corporations Act]


 


The Deed of Access, Indemnity and Insurance
grants you access to Board papers and related material.


 


7.2                                Access to
the Company Secretary


 


The Company Secretary is responsible for
providing advice and support to the Board and for ensuring that Directors have
sufficient information to make decisions at meetings of the Board.  The Company Secretary also prepares minutes
of all Board meetings.


 


In your capacity as a Director, you have
access to, and are entitled to request additional assistance and information
from, the Company Secretary.


 


7.3                                Authority
to appoint independent professional advisers


 


In your capacity as a Director, you are entitled to seek independent
professional advice in relation to your duties and powers as a Director of the
National.  The National will reimburse
Directors for all reasonable expenses incurred in obtaining such advise,
provided that the expenses have been approved by the Chairman and, where
appropriate, a copy of the advice is made available to the Board.


 





















 


8                                          Further
guidance and information


 


If you have any queries about your appointment, please contact the
Company Secretary.


 


My other Board colleagues and I are looking forward to working with you
in the future.


 


Yours
sincerely


 


	
  [Original signed]

  	
   

  



 


 


GRAHAM
J KRAEHE AO

CHAIRMAN


 


 


I
acknowledge that I have read and understood and I hereby accept the contents of
this letter.


 


 


	
  Signed:

  	
  [Original signed]

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  AHMED
  FAHOUR

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  26-10-2004

  	
   

  



 


 


When
you have signed the attached copy of this letter, please return the signed
copy, and signed copies of the other documents attached to this letter which
require your signature, to:


 


Mr GF Nolan

Company Secretary

National Australia Bank Limited

Level 24

500 Bourke Street

MELBOURNE   VIC   3000