Exhibit 4.6

 

26 July 2017

 

Dear Howard

 

PRUDENTIAL PLC - LETTER OF APPOINTMENT

 

This letter supersedes your previous letter of appointment dated 13 February 2014. The Board of Prudential plc (the ‘Company’) appointed you as Non-executive Director with effect from 15 October 2010.

 

I am now writing to set out the terms of your appointment.  It is agreed that this is a contract for services subject to the Company’s Articles of Association as amended from time to time and does not constitute a contract of employment.

 

Initial appointment and continuation

 

Your appointment was subject to election by shareholders at the AGM in 2011 and subsequent AGMs, and to receipt of all necessary regulatory approvals.

 

Continuation of your appointment will be contingent on satisfactory performance, re-election at forthcoming AGMs and any statutory provisions relating to the removal of Directors.

 

Non-executive Directors are appointed on the understanding that they serve an initial term of three years following their first election and, subject to review by the Nomination and Governance Committee, a second term of three years, both subject to annual election at the AGM.  After six years of service, Non-executive Directors may be appointed for a further year, up to a maximum of three years, subject to an annual review by the Nomination and Governance Committee.  Good governance does not support the practice of serving longer than nine years on the Board as a Non-executive Director.

 

The expiry date of your current term is documented in the Schedule to this letter, as amended by the Company from time to time.

 

If you are not confirmed by the Nomination and Governance Committee to be a suitable candidate for re-election by shareholders, or you are not re-elected by shareholders, or you are retired from office under the Company’s Articles of Association, your appointment shall terminate automatically with immediate effect.

 

Participation in Committees

 

Non-executive members of the Board are invited to serve on Committees of the Board, as determined by the Board from time to time.  The principal Committees are Audit, Risk, Remuneration and Nomination and Governance.  The Schedule to this letter, as amended from time to time, lists the Committees of which you are a member.

 











 

Role

 

Non-executive Directors 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:

 

·                  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, human and other 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, employees, customers, community and other stakeholders are understood and met.

 

Directors of any company must take decisions objectively in the interests of that company.  As a Director, you owe a fiduciary duty to the Company, which includes an obligation not to do anything that might bring it into disrepute.

 

A summary of responsibilities of Directors as applicable to the Company under current legislation will be provided to you.

 

In addition to these general requirements of all Directors, the role of the Non-executive Director has the following key elements:

 

·                        Strategy.  Non-executive Directors should constructively challenge and help develop proposals on strategy.

 

·                        Performance.  Non-executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.  This is achieved both at the Board and on a more individual level through the Remuneration Committee.

 

·                        Risk.  Non-executive Directors should satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to the Board either directly or via the Audit Committee.  The Group Risk Committee also has an important role in this context.

 

·                        People.  Non-executive Directors have a prime role in appointing, and where necessary removing, Executive Directors and in succession planning.  In addition, they are responsible for determining appropriate levels of remuneration for Executive Directors.  This business is mainly conducted via the Nomination and Governance Committee and the Remuneration Committee.  Non-executive Directors also have a prime role in upholding high standards of integrity and probity and in supporting the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

 

2











 

In this role you are a PRA and FCA Approved Person, holding a SIMF 7 (Group Entity Senior Insurance Manager) in respect of The Prudential Assurance Company Limited. As a Senior Insurance Manager, you must:

 

·                  comply with the PRA’s Conduct Standards  as set out in the PRA’s Rulebook for Solvency II Firms, and the FCA’s Conduct Rules, as set out in the Code of Conduct section of the FCA handbook; and

 

·                  meet on an ongoing basis the fit and proper test for Senior Insurance Managers (which covers honesty, integrity, financial soundness and competence).

 

Group Compliance will provide you with guidance on the obligations of Senior Insurance Managers and how these apply to your role as a Senior Insurance Manager Function.

 

Time commitment and fees

 

Time commitment will depend on the Committees on which you serve and may change over time, depending on the issues faced by the business and your time in the role.  The Schedule to this letter provides the current time expectations for Board and Committee membership. Whilst we acknowledge that you have other commitments which may mean you will not be able to attend all meetings of the Board and relevant Committees, you have confirmed by accepting this appointment that you are able to allocate sufficient time to the Company’s affairs to meet the demands of the role.

 

You must discuss any additional commitments that might impact on the time you are able to devote to your role as a Non-executive Director of the Company with me prior to accepting.

 

Non-executive Directors’ fees are subject to annual review by the Board, and will be in accordance with the policy approved by shareholders from time to time, as required under the Companies Act 2006 (the “Approved Policy”).  Fees accrue on a daily basis and are payable quarterly in arrears.  The fees currently payable for Board membership and the additional fees payable for other Committee memberships are set out in the Schedule to this letter.  All fees are payable net of any tax and National Insurance contributions, where the Company is required to deduct these.

 

The Schedule is reviewed on an annual basis and may be amended from time to time by the Company.

 

As a Non-executive Director you are not entitled to participate in any of the Group’s executive remuneration programmes or pension arrangements.

 

Directors are entitled to claim for business related expenses properly incurred by them in connection with their attendance at meetings of the Board or Committees of the Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.  Documentary evidence of expenses incurred should be submitted to my office for approval.

 

3











 

Shareholding, dealing and compliance

 

You are required to hold 2,500 qualification shares in Prudential plc, which must be purchased within your first year of appointment and must be retained during the tenure of your office.

 

The Board has also set a shareholding guideline for Non-executive Directors equivalent in value to the basic annual fee.  This shareholding should be acquired within a three-year period of the appointment becoming effective.

 

During your term in office you are a person discharging managerial responsibility under the Market Abuse Regulation, and are subject to Prudential’s PDMR Dealing Rules, which can be found in the Board Reading Room on your iPad and are available from Group Secretariat on request.  The rules incorporate all relevant obligations arising from the Company’s listing in HK and the UK, as well as other relevant legislation.  These are updated as required to reflect changes in legislation and regulations, and will provide you with the necessary guidance on the steps you need to take and other considerations relating to share dealings.

 

If you have any questions on this please consult with the Group Company Secretary.

 

Conflicts of interests, independence and disclosure obligations

 

It is accepted and acknowledged that you have business interests other than those of the Company and we have discussed these and agreed that no conflicts of interest currently exist (other than those authorised by the Board as part of the appointment process).

 

In the event that you become aware of any future potential conflicts of interest, please disclose these to me and the Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Directors to serve on the Boards of financial services competitors.

 

The Board of the Company has determined that you are independent according to the provisions of the UK Corporate Governance Code and Hong Kong Listing Rules, supported by your declaration of independence in relation to the Hong Kong Listing Rules and you will be identified as such in the annual report and other documentation.  As you are a member of the Audit Committee, you have also confirmed your independence in respect of the Securities and Exchange Act of 1934 as it applies to members of an audit committee of a Foreign Private Issuer.  If circumstances change, and you believe that your independence may be in doubt, you should discuss this with me as soon as possible.

 

The Company has an obligation to notify details of other directorships held by its Directors during the past five years to various regulators on an annual basis, together with non-statutory offices held in a professional capacity.  Any changes in your external appointments, including non-statutory offices, should be notified to the Company Secretary on an ongoing basis.  In particular, any changes in your directorships of other quoted companies worldwide need to be notified promptly, preferably the next business day, as the Company is required to announce this to various stock exchanges.

 

4











 

Wrongdoing

 

You will immediately report to the Board your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.

 

Termination of appointment

 

	
a.
    	
 
    	
Other than as set out in paragraph (b) below,   your appointment may be terminated by and at the discretion of either party   upon six months’ written notice.
    
	
 
    	
 
    	
 
    
	
b.
    	
 
    	
Notwithstanding the above paragraph (a), your   appointment may be terminated with immediate effect if you:
    
	
 
    	
 
    	
 
    
	
(i)
    	
 
    	
commit a material breach of your obligations under   this letter; or
    
	
 
    	
 
    	
 
    
	
(ii)
    	
 
    	
commit any serious or repeated breach or   non-observance of your obligations to the Company (which include an   obligation not to breach your duties to the Company, whether statutory,   fiduciary or common-law); or
    
	
 
    	
 
    	
 
    
	
(iii)
    	
 
    	
are guilty of any fraud or dishonesty or acted in a   manner which, in the opinion of the Company acting reasonably, brings or is   likely to bring you or the Company into disrepute or is materially adverse to   the interests of the Company; or
    
	
 
    	
 
    	
 
    
	
(iv)
    	
 
    	
are convicted of any arrestable criminal offence   other than an offence under road traffic legislation in the UK or elsewhere   for which a fine or non-custodial penalty is imposed; or
    
	
 
    	
 
    	
 
    
	
(v)
    	
 
    	
are declared bankrupt or have made an arrangement   with or for the benefit of your creditors; or
    
	
 
    	
 
    	
 
    
	
(vi)
    	
 
    	
are disqualified from acting as a Director; or
    
	
 
    	
 
    	
 
    
	
(vii)
    	
 
    	
cease to hold Senior Insurance Manager status (if   applicable); or
    
	
 
    	
 
    	
 
    
	
(viii)
    	
 
    	
do not comply with relevant Group policies including   the Group Code of Conduct, the Anti-Money Laundering and Counter Terrorism   Financing, the Group Anti-Bribery and Corruption Policy, or the PDMR Dealing   Rules; or
    
	
 
    	
 
    	
 
    
	
(ix)
    	
 
    	
you are not confirmed by the Nomination and   Governance Committee to be a suitable candidate for re-election by   shareholders; or
    
	
 
    	
 
    	
 
    
	
(x)
    	
 
    	
you are not re-elected as a Director by   shareholders; or
    
	
 
    	
 
    	
 
    
	
(xi)
    	
 
    	
you are retired from office under the Company’s   Articles of Association.
    


 

On termination of your appointment you shall resign from your office as Director of the Company and of any offices you hold in any of the Company’s Group companies.  Upon termination you will not be entitled to any compensation, other than accrued pro-rata fees, and you shall also cease to be a member of any Committee of the Board.  All records, documents, accounts, letters and papers of every description (including in particular Board and Committee agendas, minutes and papers) within your possession or control relating to the affairs and business of the Group are and will remain the property of the Company, and shall be returned to the Company forthwith on termination.

 

5











 

Confidentiality

 

During your appointment you will have access to confidential information regarding the business and financial affairs of the Company and those of its subsidiaries, undertakings and affiliates.  You must not, either during your appointment or afterwards, disclose to anyone or otherwise make use of this confidential information, except in the proper performance of your duties or as may be required by law or by any competent regulatory body.  This does not apply, however, to any information already in the public domain.

 

Your attention is also 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 me or the Company Secretary.

 

Data Protection

 

By signing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as appropriate:

 

(a)                                your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or

 

(b)                                information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

You consent to the Company making such information available to any of its Group companies, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company.

 

You also consent to the transfer of such information to the Company’s business contacts outside the European Economic Area in order to further its business interests.

 

Induction

 

The Company provided an induction programme which included meetings with senior management and the Company’s auditor and focused on areas of specific interest to you.  As part of your induction you received a briefing on your duties as a Director generally and as a Director of a company listed in the UK and HK.  You also received a briefing on your obligations under the Senior Insurance Managers Regime.

 

Board evaluation

 

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

 

6











 

you should discuss them with me as soon as is appropriate.

 

Professional development

 

As a Director you are invited to appropriate educational and/or professional development programmes from time to time.  The Company Secretary will consult each Director annually to ascertain their specific professional development needs.  The Company will also provide you with relevant briefings affecting your duties as a Director.

 

Directors’ and officers’ protection

 

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.  A brief summary of the cover is available from Group Secretariat on request.

 

The Company also provides you with indemnity cover for Directors’ and Officers’ liability within the limitations imposed by law.  In addition, the Company provides you with a limited indemnity for certain personal liabilities you may suffer in the course of your appointment, subject again to applicable statutory and other limitations, pursuant to the Company’s constitutional documents or otherwise.

 

In addition, the Board has resolved to have a discretionary payments policy (subject to regular review), the existence of which Directors (executive and non-executive) and certain employees or members of the Prudential Group may rely on, to protect them from personal liability arising out of the bona fide performance of their duties on behalf of the Group.

 

Independent professional advice

 

Occasions may arise when you 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.  This would normally be arranged through the Company Secretary.  The Company will reimburse the full cost of expenditure incurred in accordance with the policy.  Details of the agreed procedure under which Directors may obtain such independent advice can be found in the Prudential Guidance Materials for Directors.

 

Governing law and jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The English courts have exclusive jurisdiction to settle any dispute arising in respect of it.

 

Yours sincerely

 

	
/s/ Paul Manduca
    	
 
    


 

Paul Manduca

Chairman

Prudential plc

 

7











 

Acknowledgement:

 

1.                   By signing this letter, I agree to its terms.

 

2.                   I acknowledge that this appointment letter does not constitute a contract of employment.

 

3.                   I confirm that by having accepted this appointment, I am able to allocate sufficient time to meet the demands of the role.

 

	
Signed:
    	
/s/ Howard J   Davies
    	
 
    


 

Dated: July 2017

 

8











 

Schedule 1 — Expiry date of current term

 

	
Appointment by
   Board
    	
 
    	
Initial election by
   shareholders at AGM
    	
 
    	
Notice period
    	
 
    	
Expiry of current term
   of appointment
    
	
15 October 2010
    	
 
    	
AGM 2011
    	
 
    	
6 months
    	
 
    	
AGM 2018
    


 

Schedule 2 — Committee memberships as at 1 July 2017

 

Risk Committee (Chair)

Audit Committee

Nomination and Governance Committee

 

Schedule 3 — Time commitment and fees as at 1 July 2017

 

	
 
    	
 
    	
Number of
   regular
   scheduled
   meetings
    	
 
    	
Role
    	
 
    	
Approximate
   time
   commitment
    	
 
    	
Fees per annum
    	
 
    
	
Board
    	
 
    	
8
    	
 
    	
 
    	
 
    	
31 days
    	
 
    	
£
    	
97,000
    	
 
    
	
Audit    Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
23 days
    	
 
    	
£
    	
75,000
    	
 
    
	
 
    	
Member
    	
 
    	
15 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Risk    Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
75,000
    	
 
    
	
 
    	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Remuneration    Committee
    	
 
    	
4
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
60,000
    	
 
    
	
 
    	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Nomination   and Governance Committee
    	
 
    	
2
    	
 
    	
Member
    	
 
    	
4 days
    	
 
    	
£
    	
10,000
    	
 
    
	
Senior   Independent Director
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10-25 days
    	
 
    	
£
    	
50,000
    	
 
    


 

Note:

 

In addition to the regular scheduled meetings, the Committees may hold additional shorter meetings as relevant to discuss, for example, periodic financial reports, succession planning and other issues as they arise.

 

9









 

26 July 2017

 

Dear David

 

PRUDENTIAL PLC - LETTER OF APPOINTMENT

 

This letter supersedes your previous letter of appointment dated 17 September 2015. The Board of Prudential plc (the ‘Company’) appointed you as Non-executive Director with effect from 15 September 2015.

 

I am now writing to set out the terms of your appointment.  It is agreed that this is a contract for services subject to the Company’s Articles of Association as amended from time to time and does not constitute a contract of employment.

 

Initial appointment and continuation

 

Your appointment was subject to election by shareholders at the AGM in 2016 and subsequent AGMs, and to receipt of all necessary regulatory approvals.

 

Continuation of your appointment will be contingent on satisfactory performance, re-election at forthcoming AGMs and any statutory provisions relating to the removal of Directors.

 

Non-executive Directors are appointed on the understanding that they serve an initial term of three years following their first election and, subject to review by the Nomination and Governance Committee, a second term of three years, both subject to annual election at the AGM.  After six years of service, Non-executive Directors may be appointed for a further year, up to a maximum of three years, subject to an annual review by the Nomination and Governance Committee.  Good governance does not support the practice of serving longer than nine years on the Board as a Non-executive Director.

 

The expiry date of your current term is documented in the Schedule to this letter, as amended by the Company from time to time.

 

If you are not confirmed by the Nomination and Governance Committee to be a suitable candidate for re-election by shareholders, or you are not re-elected by shareholders, or you are retired from office under the Company’s Articles of Association, your appointment shall terminate automatically with immediate effect.

 

Participation in Committees

 

Non-executive members of the Board are invited to serve on Committees of the Board, as determined by the Board from time to time.  The principal Committees are Audit, Risk, Remuneration and Nomination and Governance.  The Schedule to this letter, as amended from time to time, lists the Committees of which you are a member.

 











 

Role

 

Non-executive Directors 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:

 

·                  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, human and other 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, employees, customers, community and other stakeholders are understood and met.

 

Directors of any company must take decisions objectively in the interests of that company.  As a Director, you owe a fiduciary duty to the Company, which includes an obligation not to do anything that might bring it into disrepute.

 

A summary of responsibilities of Directors as applicable to the Company under current legislation will be provided to you.

 

In addition to these general requirements of all Directors, the role of the Non-executive Director has the following key elements:

 

·                        Strategy.  Non-executive Directors should constructively challenge and help develop proposals on strategy.

 

·                        Performance.  Non-executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.  This is achieved both at the Board and on a more individual level through the Remuneration Committee.

 

·                        Risk.  Non-executive Directors should satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to the Board either directly or via the Audit Committee.  The Group Risk Committee also has an important role in this context.

 

·                        People.  Non-executive Directors have a prime role in appointing, and where necessary removing, Executive Directors and in succession planning.  In addition, they are responsible for determining appropriate levels of remuneration for Executive Directors.  This business is mainly conducted via the Nomination and Governance Committee and the Remuneration Committee.  Non-executive Directors also have a prime role in upholding high standards of integrity and probity and in supporting the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

 

2











 

In this role you are a PRA and FCA Approved Person, holding a SIMF 7 (Group Entity Senior Insurance Manager) in respect of The Prudential Assurance Company Limited. As a Senior Insurance Manager, you must:

 

·                  comply with the PRA’s Conduct Standards  as set out in the PRA’s Rulebook for Solvency II Firms, and the FCA’s Conduct Rules, as set out in the Code of Conduct section of the FCA handbook; and

 

·                  meet on an ongoing basis the fit and proper test for Senior Insurance Managers (which covers honesty, integrity, financial soundness and competence).

 

Group Compliance will provide you with guidance on the obligations of Senior Insurance Managers and how these apply to your role as a Senior Insurance Manager Function.

 

Time commitment and fees

 

Time commitment will depend on the Committees on which you serve and may change over time, depending on the issues faced by the business and your time in the role.  The Schedule to this letter provides the current time expectations for Board and Committee membership. Whilst we acknowledge that you have other commitments which may mean you will not be able to attend all meetings of the Board and relevant Committees, you have confirmed by accepting this appointment that you are able to allocate sufficient time to the Company’s affairs to meet the demands of the role.

 

You must discuss any additional commitments that might impact on the time you are able to devote to your role as a Non-executive Director of the Company with me prior to accepting.

 

Non-executive Directors’ fees are subject to annual review by the Board, and will be in accordance with the policy approved by shareholders from time to time, as required under the Companies Act 2006 (the “Approved Policy”).  Fees accrue on a daily basis and are payable quarterly in arrears.  The fees currently payable for Board membership and the additional fees payable for other Committee memberships are set out in the Schedule to this letter.  All fees are payable net of any tax and National Insurance contributions, where the Company is required to deduct these.

 

The Schedule is reviewed on an annual basis and may be amended from time to time by the Company.

 

As a Non-executive Director you are not entitled to participate in any of the Group’s executive remuneration programmes or pension arrangements.

 

Directors are entitled to claim for business related expenses properly incurred by them in connection with their attendance at meetings of the Board or Committees of the Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.  Documentary evidence of expenses incurred should be submitted to my office for approval.

 

3











 

Shareholding, dealing and compliance

 

You are required to hold 2,500 qualification shares in Prudential plc, which must be purchased within your first year of appointment and must be retained during the tenure of your office.

 

The Board has also set a shareholding guideline for Non-executive Directors equivalent in value to the basic annual fee.  This shareholding should be acquired within a three-year period of the appointment becoming effective.

 

During your term in office you are a person discharging managerial responsibility under the Market Abuse Regulation, and are subject to Prudential’s PDMR Dealing Rules, which can be found in the Board Reading Room on your iPad and are available from Group Secretariat on request.  The rules incorporate all relevant obligations arising from the Company’s listing in HK and the UK, as well as other relevant legislation.  These are updated as required to reflect changes in legislation and regulations, and will provide you with the necessary guidance on the steps you need to take and other considerations relating to share dealings.

 

If you have any questions on this please consult with the Group Company Secretary.

 

Conflicts of interests, independence and disclosure obligations

 

It is accepted and acknowledged that you have business interests other than those of the Company and we have discussed these and agreed that no conflicts of interest currently exist (other than those authorised by the Board as part of the appointment process).

 

In the event that you become aware of any future potential conflicts of interest, please disclose these to me and the Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Directors to serve on the Boards of financial services competitors.

 

The Board of the Company has determined that you are independent according to the provisions of the UK Corporate Governance Code and Hong Kong Listing Rules, supported by your declaration of independence in relation to the Hong Kong Listing Rules and you will be identified as such in the annual report and other documentation.  As you are a member of the Audit Committee, you have also confirmed your independence in respect of the Securities and Exchange Act of 1934 as it applies to members of an audit committee of a Foreign Private Issuer.  If circumstances change, and you believe that your independence may be in doubt, you should discuss this with me as soon as possible.

 

The Company has an obligation to notify details of other directorships held by its Directors during the past five years to various regulators on an annual basis, together with non-statutory offices held in a professional capacity.  Any changes in your external appointments, including non-statutory offices, should be notified to the Company Secretary on an ongoing basis.  In particular, any changes in your directorships of other quoted companies worldwide need to be notified promptly, preferably the next business day, as the Company is required to announce this to various stock exchanges.

 

4











 

Wrongdoing

 

You will immediately report to the Board your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.

 

Termination of appointment

 

	
a.
    	
 
    	
Other than as set out in paragraph (b) below,   your appointment may be terminated by and at the discretion of either party   upon six months’ written notice.
    
	
 
    	
 
    	
 
    
	
b.
    	
 
    	
Notwithstanding the above paragraph (a), your   appointment may be terminated with immediate effect if you:
    
	
 
    	
 
    	
 
    
	
(i)
    	
 
    	
commit a material breach of your obligations under   this letter; or
    
	
 
    	
 
    	
 
    
	
(ii)
    	
 
    	
commit any serious or repeated breach or   non-observance of your obligations to the Company (which include an   obligation not to breach your duties to the Company, whether statutory,   fiduciary or common-law); or
    
	
 
    	
 
    	
 
    
	
(iii)
    	
 
    	
are guilty of any fraud or dishonesty or acted in a   manner which, in the opinion of the Company acting reasonably, brings or is   likely to bring you or the Company into disrepute or is materially adverse to   the interests of the Company; or
    
	
 
    	
 
    	
 
    
	
(iv)
    	
 
    	
are convicted of any arrestable criminal offence   other than an offence under road traffic legislation in the UK or elsewhere   for which a fine or non-custodial penalty is imposed; or
    
	
 
    	
 
    	
 
    
	
(v)
    	
 
    	
are declared bankrupt or have made an arrangement   with or for the benefit of your creditors; or
    
	
 
    	
 
    	
 
    
	
(vi)
    	
 
    	
are disqualified from acting as a Director; or
    
	
 
    	
 
    	
 
    
	
(vii)
    	
 
    	
cease to hold Senior Insurance Manager status (if   applicable); or
    
	
 
    	
 
    	
 
    
	
(viii)
    	
 
    	
do not comply with relevant Group policies including   the Group Code of Conduct, the Anti-Money Laundering and Counter Terrorism   Financing, the Group Anti-Bribery and Corruption Policy, or the PDMR Dealing   Rules; or
    
	
 
    	
 
    	
 
    
	
(ix)
    	
 
    	
you are not confirmed by the Nomination and   Governance Committee to be a suitable candidate for re-election by   shareholders; or
    
	
 
    	
 
    	
 
    
	
(x)
    	
 
    	
you are not re-elected as a Director by   shareholders; or
    
	
 
    	
 
    	
 
    
	
(xi)
    	
 
    	
you are retired from office under the Company’s   Articles of Association.
    


 

On termination of your appointment you shall resign from your office as Director of the Company and of any offices you hold in any of the Company’s Group companies.  Upon termination you will not be entitled to any compensation, other than accrued pro-rata fees, and you shall also cease to be a member of any Committee of the Board.  All records, documents, accounts, letters and papers of every description (including in particular Board and Committee agendas, minutes and papers) within your possession or control relating to the affairs and business of the Group are and will remain the property of the Company, and shall be returned to the Company forthwith on termination.

 

5











 

Confidentiality

 

During your appointment you will have access to confidential information regarding the business and financial affairs of the Company and those of its subsidiaries, undertakings and affiliates.  You must not, either during your appointment or afterwards, disclose to anyone or otherwise make use of this confidential information, except in the proper performance of your duties or as may be required by law or by any competent regulatory body.  This does not apply, however, to any information already in the public domain.

 

Your attention is also 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 me or the Company Secretary.

 

Data Protection

 

By signing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as appropriate:

 

(a)                                your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or

 

(b)                                information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

You consent to the Company making such information available to any of its Group companies, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company.

 

You also consent to the transfer of such information to the Company’s business contacts outside the European Economic Area in order to further its business interests.

 

Induction

 

The Company provided an induction programme which included meetings with senior management and the Company’s auditor and focused on areas of specific interest to you.  As part of your induction you received a briefing on your duties as a Director generally and as a Director of a company listed in the UK and HK.  You also received a briefing on your obligations under the Senior Insurance Managers Regime.

 

Board evaluation

 

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

 

6











 

you should discuss them with me as soon as is appropriate.

 

Professional development

 

As a Director you are invited to appropriate educational and/or professional development programmes from time to time.  The Company Secretary will consult each Director annually to ascertain their specific professional development needs.  The Company will also provide you with relevant briefings affecting your duties as a Director.

 

Directors’ and officers’ protection

 

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.  A brief summary of the cover is available from Group Secretariat on request.

 

The Company also provides you with indemnity cover for Directors’ and Officers’ liability within the limitations imposed by law.  In addition, the Company provides you with a limited indemnity for certain personal liabilities you may suffer in the course of your appointment, subject again to applicable statutory and other limitations, pursuant to the Company’s constitutional documents or otherwise.

 

In addition, the Board has resolved to have a discretionary payments policy (subject to regular review), the existence of which Directors (executive and non-executive) and certain employees or members of the Prudential Group may rely on, to protect them from personal liability arising out of the bona fide performance of their duties on behalf of the Group.

 

Independent professional advice

 

Occasions may arise when you 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.  This would normally be arranged through the Company Secretary.  The Company will reimburse the full cost of expenditure incurred in accordance with the policy.  Details of the agreed procedure under which Directors may obtain such independent advice can be found in the Prudential Guidance Materials for Directors.

 

Governing law and jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The English courts have exclusive jurisdiction to settle any dispute arising in respect of it.

 

Yours sincerely

 

	
/s/ Paul Manduca
    	
 
    


 

Paul Manduca

Chairman

Prudential plc

 

7











 

Acknowledgement:

 

1.                   By signing this letter, I agree to its terms.

 

2.                   I acknowledge that this appointment letter does not constitute a contract of employment.

 

3.                   I confirm that by having accepted this appointment, I am able to allocate sufficient time to meet the demands of the role.

 

	
Signed:
    	
/s/ David J A Law
    	
 
    


 

Dated: July 2017

 

8











 

Schedule 1 — Expiry date of current term

 

	
Appointment by
   Board
    	
 
    	
Initial election by
   shareholders at AGM
    	
 
    	
Notice period
    	
 
    	
Expiry of current term
   of appointment
    
	
15 September 2015
    	
 
    	
AGM 2016
    	
 
    	
6 months
    	
 
    	
AGM 2019
    


 

Schedule 2 — Committee memberships as at 1 July 2017

 

Audit Committee (Chair)

Risk Committee

Nomination and Governance Committee

 

Schedule 3 — Time commitment and fees as at 1 July 2017

 

	
 
    	
 
    	
Number of
   regular
   scheduled 
   meetings
    	
 
    	
Role
    	
 
    	
Approximate
   time
   commitment
    	
 
    	
Fees per annum
    	
 
    
	
Board
    	
 
    	
8
    	
 
    	
 
    	
 
    	
31 days
    	
 
    	
£
    	
97,000
    	
 
    
	
Audit    Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
23 days
    	
 
    	
£
    	
75,000
    	
 
    
	
Member
    	
 
    	
15 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Risk  Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
75,000
    	
 
    
	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Remuneration  Committee
    	
 
    	
4
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
60,000
    	
 
    
	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Nomination and Governance Committee
    	
 
    	
2
    	
 
    	
Member
    	
 
    	
4 days
    	
 
    	
£
    	
10,000
    	
 
    
	
Senior Independent Director
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10-25 days
    	
 
    	
£
    	
50,000
    	
 
    


 

Note:

 

In addition to the regular scheduled meetings, the Committees may hold additional shorter meetings as relevant to discuss, for example, periodic financial reports, succession planning and other issues as they arise.

 

9









 

26 July 2017

 

Dear Kai

 

PRUDENTIAL PLC - LETTER OF APPOINTMENT

 

This letter supersedes your previous letter of appointment dated 13 February 2014. The Board of Prudential plc (the ‘Company’) appointed you as Non-executive Director with effect from 1 January 2012.

 

I am now writing to set out the terms of your appointment.  It is agreed that this is a contract for services subject to the Company’s Articles of Association as amended from time to time and does not constitute a contract of employment.

 

Initial appointment and continuation

 

Your appointment was subject to election by shareholders at the AGM in 2012 and subsequent AGMs, and to receipt of all necessary regulatory approvals.

 

Continuation of your appointment will be contingent on satisfactory performance, re-election at forthcoming AGMs and any statutory provisions relating to the removal of Directors.

 

Non-executive Directors are appointed on the understanding that they serve an initial term of three years following their first election and, subject to review by the Nomination and Governance Committee, a second term of three years, both subject to annual election at the AGM.  After six years of service, Non-executive Directors may be appointed for a further year, up to a maximum of three years, subject to an annual review by the Nomination and Governance Committee.  Good governance does not support the practice of serving longer than nine years on the Board as a Non-executive Director.

 

The expiry date of your current term is documented in the Schedule to this letter, as amended by the Company from time to time.

 

If you are not confirmed by the Nomination and Governance Committee to be a suitable candidate for re-election by shareholders, or you are not re-elected by shareholders, or you are retired from office under the Company’s Articles of Association, your appointment shall terminate automatically with immediate effect.

 

Participation in Committees

 

Non-executive members of the Board are invited to serve on Committees of the Board, as determined by the Board from time to time.  The principal Committees are Audit, Risk, Remuneration and Nomination and Governance.  The Schedule to this letter, as amended from time to time, lists the Committees of which you are a member.

 











 

Role

 

Non-executive Directors 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:

 

·                  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, human and other 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, employees, customers, community and other stakeholders are understood and met.

 

Directors of any company must take decisions objectively in the interests of that company.  As a Director, you owe a fiduciary duty to the Company, which includes an obligation not to do anything that might bring it into disrepute.

 

A summary of responsibilities of Directors as applicable to the Company under current legislation will be provided to you.

 

In addition to these general requirements of all Directors, the role of the Non-executive Director has the following key elements:

 

·                        Strategy.  Non-executive Directors should constructively challenge and help develop proposals on strategy.

 

·                        Performance.  Non-executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.  This is achieved both at the Board and on a more individual level through the Remuneration Committee.

 

·                        Risk.  Non-executive Directors should satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to the Board either directly or via the Audit Committee.  The Group Risk Committee also has an important role in this context.

 

·                        People.  Non-executive Directors have a prime role in appointing, and where necessary removing, Executive Directors and in succession planning.  In addition, they are responsible for determining appropriate levels of remuneration for Executive Directors.  This business is mainly conducted via the Nomination and Governance Committee and the Remuneration Committee.  Non-executive Directors also have a prime role in upholding high standards of integrity and probity and in supporting the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

 

2











 

In this role you are a Notified Non-Executive Director under the PRA and FCA’s Senior Insurance Managers Regime. You must:

 

·                  comply with the PRA’s Conduct Standards as set out in the PRA’s Rulebook for Solvency II Firms, and the FCA’s Conduct Rules, as set out in the Code of Conduct section of the FCA handbook; and

 

·                  meet on an ongoing basis the fit and proper test for Senior Insurance Managers (which covers honesty, integrity, financial soundness and competence).

 

Group Compliance will provide you with guidance on the obligations of Senior Insurance Managers and how these apply to your role as a Senior Insurance Manager Function.

 

Time commitment and fees

 

Time commitment will depend on the Committees on which you serve and may change over time, depending on the issues faced by the business and your time in the role.  The Schedule to this letter provides the current time expectations for Board and Committee membership. Whilst we acknowledge that you have other commitments which may mean you will not be able to attend all meetings of the Board and relevant Committees, you have confirmed by accepting this appointment that you are able to allocate sufficient time to the Company’s affairs to meet the demands of the role.

 

You must discuss any additional commitments that might impact on the time you are able to devote to your role as a Non-executive Director of the Company with me prior to accepting.

 

Non-executive Directors’ fees are subject to annual review by the Board, and will be in accordance with the policy approved by shareholders from time to time, as required under the Companies Act 2006 (the “Approved Policy”).  Fees accrue on a daily basis and are payable quarterly in arrears.  The fees currently payable for Board membership and the additional fees payable for other Committee memberships are set out in the Schedule to this letter.  All fees are payable net of any tax and National Insurance contributions, where the Company is required to deduct these.

 

The Schedule is reviewed on an annual basis and may be amended from time to time by the Company.

 

As a Non-executive Director you are not entitled to participate in any of the Group’s executive remuneration programmes or pension arrangements.

 

Directors are entitled to claim for business related expenses properly incurred by them in connection with their attendance at meetings of the Board or Committees of the Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.  Documentary evidence of expenses incurred should be submitted to my office for approval.

 

Shareholding, dealing and compliance

 

You are required to hold 2,500 qualification shares in Prudential plc, which must be purchased within your first year of appointment and must be retained during the tenure of

 

3











 

your office.

 

The Board has also set a shareholding guideline for Non-executive Directors equivalent in value to the basic annual fee.  This shareholding should be acquired within a three-year period of the appointment becoming effective.

 

During your term in office you are a person discharging managerial responsibility under the Market Abuse Regulation, and are subject to Prudential’s PDMR Dealing Rules, which can be found in the Board Reading Room on your iPad and are available from Group Secretariat on request.  The rules incorporate all relevant obligations arising from the Company’s listing in HK and the UK, as well as other relevant legislation.  These are updated as required to reflect changes in legislation and regulations, and will provide you with the necessary guidance on the steps you need to take and other considerations relating to share dealings.

 

If you have any questions on this please consult with the Group Company Secretary.

 

Conflicts of interests, independence and disclosure obligations

 

It is accepted and acknowledged that you have business interests other than those of the Company and we have discussed these and agreed that no conflicts of interest currently exist (other than those authorised by the Board as part of the appointment process).

 

In the event that you become aware of any future potential conflicts of interest, please disclose these to me and the Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Directors to serve on the Boards of financial services competitors.

 

The Board of the Company has determined that you are independent according to the provisions of the UK Corporate Governance Code and Hong Kong Listing Rules, supported by your declaration of independence in relation to the Hong Kong Listing Rules and you 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 me as soon as possible.

 

The Company has an obligation to notify details of other directorships held by its Directors during the past five years to various regulators on an annual basis, together with non-statutory offices held in a professional capacity.  Any changes in your external appointments, including non-statutory offices, should be notified to the Company Secretary on an ongoing basis.  In particular, any changes in your directorships of other quoted companies worldwide need to be notified promptly, preferably the next business day, as the Company is required to announce this to various stock exchanges.

 

Wrongdoing

 

You will immediately report to the Board your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.

 

4











 

Termination of appointment

 

	
a.
    	
Other than as set   out in paragraph (b) below, your appointment may be terminated by and at   the discretion of either party upon six months’ written notice.
    
	
 
    	
 
    
	
b.
    	
Notwithstanding   the above paragraph (a), your appointment may be terminated with immediate   effect if you:
    
	
 
    	
 
    
	
(i)
    	
commit a material   breach of your obligations under this letter; or
    
	
 
    	
 
    
	
(ii)
    	
commit any serious   or repeated breach or non-observance of your obligations to the Company   (which include an obligation not to breach your duties to the Company,   whether statutory, fiduciary or common-law); or
    
	
 
    	
 
    
	
(iii)
    	
are guilty of any   fraud or dishonesty or acted in a manner which, in the opinion of the Company   acting reasonably, brings or is likely to bring you or the Company into   disrepute or is materially adverse to the interests of the Company; or
    
	
 
    	
 
    
	
(iv)
    	
are convicted of   any arrestable criminal offence other than an offence under road traffic   legislation in the UK or elsewhere for which a fine or non-custodial penalty   is imposed; or
    
	
 
    	
 
    
	
(v)
    	
are declared   bankrupt or have made an arrangement with or for the benefit of your   creditors; or
    
	
 
    	
 
    
	
(vi)
    	
are disqualified   from acting as a Director; or
    
	
 
    	
 
    
	
(vii)
    	
cease to hold   Senior Insurance Manager status (if applicable); or
    
	
 
    	
 
    
	
(viii)
    	
do not comply with   relevant Group policies including the Group Code of Conduct, the Anti-Money   Laundering and Counter Terrorism Financing, the Group Anti-Bribery and   Corruption Policy, or the PDMR Dealing Rules; or
    
	
 
    	
 
    
	
(ix)
    	
you are not   confirmed by the Nomination and Governance Committee to be a suitable   candidate for re-election by shareholders; or
    
	
 
    	
 
    
	
(x)
    	
you are not   re-elected as a Director by shareholders; or
    
	
 
    	
 
    
	
(xi)
    	
you are retired   from office under the Company’s Articles of Association.
    


 

On termination of your appointment you shall resign from your office as Director of the Company and of any offices you hold in any of the Company’s Group companies.  Upon termination you will not be entitled to any compensation, other than accrued pro-rata fees, and you shall also cease to be a member of any Committee of the Board.  All records, documents, accounts, letters and papers of every description (including in particular Board and Committee agendas, minutes and papers) within your possession or control relating to the affairs and business of the Group are and will remain the property of the Company, and shall be returned to the Company forthwith on termination.

 

Confidentiality

 

During your appointment you will have access to confidential information regarding the business and financial affairs of the Company and those of its subsidiaries, undertakings and

 

5











 

affiliates.  You must not, either during your appointment or afterwards, disclose to anyone or otherwise make use of this confidential information, except in the proper performance of your duties or as may be required by law or by any competent regulatory body.  This does not apply, however, to any information already in the public domain.

 

Your attention is also 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 me or the Company Secretary.

 

Data Protection

 

By signing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as appropriate:

 

(a)                                your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or

 

(b)                                information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

You consent to the Company making such information available to any of its Group companies, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company.

 

You also consent to the transfer of such information to the Company’s business contacts outside the European Economic Area in order to further its business interests.

 

Induction

 

The Company provided an induction programme which included meetings with senior management and the Company’s auditor and focused on areas of specific interest to you.  As part of your induction you received a briefing on your duties as a Director generally and as a Director of a company listed in the UK and HK.  You also received a briefing on your obligations under the Senior Insurance Managers Regime.

 

Board evaluation

 

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 me as soon as is appropriate.

 

Professional development

 

As a Director you are invited to appropriate educational and/or professional development programmes from time to time.  The Company Secretary will consult each Director annually

 

6











 

to ascertain their specific professional development needs.  The Company will also provide you with relevant briefings affecting your duties as a Director.

 

Directors’ and officers’ protection

 

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.  A brief summary of the cover is available from Group Secretariat on request.

 

The Company also provides you with indemnity cover for Directors’ and Officers’ liability within the limitations imposed by law.  In addition, the Company provides you with a limited indemnity for certain personal liabilities you may suffer in the course of your appointment, subject again to applicable statutory and other limitations, pursuant to the Company’s constitutional documents or otherwise.

 

In addition, the Board has resolved to have a discretionary payments policy (subject to regular review), the existence of which Directors (executive and non-executive) and certain employees or members of the Prudential Group may rely on, to protect them from personal liability arising out of the bona fide performance of their duties on behalf of the Group.

 

Independent professional advice

 

Occasions may arise when you 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.  This would normally be arranged through the Company Secretary.  The Company will reimburse the full cost of expenditure incurred in accordance with the policy.  Details of the agreed procedure under which Directors may obtain such independent advice can be found in the Prudential Guidance Materials for Directors.

 

Governing law and jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The English courts have exclusive jurisdiction to settle any dispute arising in respect of it.

 

	
Yours sincerely
    	
 
    
	
 
    	
 
    
	
/s/ Paul Manduca
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Paul Manduca
    	
 
    
	
Chairman
    	
 
    
	
Prudential plc
    	
 
    


 

7











 

Acknowledgement:

 

1.                   By signing this letter, I agree to its terms.

 

2.                   I acknowledge that this appointment letter does not constitute a contract of employment.

 

3.                   I confirm that by having accepted this appointment, I am able to allocate sufficient time to meet the demands of the role.

 

	
Signed:
    	
/s/ K Nargolwala
    	
 
    
	
 
    	
 
    
	
Dated:   July 2017
    	
 
    


 

8











 

Schedule 1 — Expiry date of current term

 

	
Appointment by
   Board
    	
 
    	
Initial election by
   shareholders at AGM
    	
 
    	
Notice period
    	
 
    	
Expiry of current term
   of appointment
    
	
1 January 2012
    	
 
    	
AGM 2012
    	
 
    	
6 months
    	
 
    	
AGM 2018
    


 

Schedule 2 — Committee memberships as at 1 July 2017

 

Remuneration Committee

Risk Committee

 

Schedule 3 — Time commitment and fees as at 1 July 2017

 

	
 
    	
 
    	
Number of
   regular
   scheduled
   meetings
    	
 
    	
Role
    	
 
    	
Approximate
   time
   commitment
    	
 
    	
Fees per annum
    
	
Board
    	
 
    	
8
    	
 
    	
 
    	
 
    	
31 days
    	
 
    	
£
    	
97,000
    
	
Audit Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
23 days
    	
 
    	
£
    	
75,000
    
	
 
    	
 
    	
 
    	
 
    	
Member
    	
 
    	
15 days
    	
 
    	
£
    	
27,500
    
	
Risk Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
75,000
    
	
 
    	
 
    	
 
    	
 
    	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    
	
Remuneration Committee
    	
 
    	
4
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
60,000
    
	
 
    	
 
    	
 
    	
 
    	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    
	
Nomination and Governance Committee
    	
 
    	
2
    	
 
    	
Member
    	
 
    	
4 days
    	
 
    	
£
    	
10,000
    
	
Senior Independent Director
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10-25 days
    	
 
    	
£
    	
50,000
    


 

Note:

 

In addition to the regular scheduled meetings, the Committees may hold additional shorter meetings as relevant to discuss, for example, periodic financial reports, succession planning and other issues as they arise.

 

9









 

26 July 2017

 

Dear Anthony

 

PRUDENTIAL PLC - LETTER OF APPOINTMENT

 

This letter supersedes your previous letter of appointment dated 13 February 2014. The Board of Prudential plc (the ‘Company’) appointed you as Non-executive Director with effect from 1 June 2013.

 

I am now writing to set out the terms of your appointment.  It is agreed that this is a contract for services subject to the Company’s Articles of Association as amended from time to time and does not constitute a contract of employment.

 

Initial appointment and continuation

 

Your appointment was subject to election by shareholders at the AGM in 2014 and subsequent AGMs, and to receipt of all necessary regulatory approvals.

 

Continuation of your appointment will be contingent on satisfactory performance, re-election at forthcoming AGMs and any statutory provisions relating to the removal of Directors.

 

Non-executive Directors are appointed on the understanding that they serve an initial term of three years following their first election and, subject to review by the Nomination and Governance Committee, a second term of three years, both subject to annual election at the AGM.  After six years of service, Non-executive Directors may be appointed for a further year, up to a maximum of three years, subject to an annual review by the Nomination and Governance Committee.  Good governance does not support the practice of serving longer than nine years on the Board as a Non-executive Director.

 

The expiry date of your current term is documented in the Schedule to this letter, as amended by the Company from time to time.

 

If you are not confirmed by the Nomination and Governance Committee to be a suitable candidate for re-election by shareholders, or you are not re-elected by shareholders, or you are retired from office under the Company’s Articles of Association, your appointment shall terminate automatically with immediate effect.

 

Participation in Committees

 

Non-executive members of the Board are invited to serve on Committees of the Board, as determined by the Board from time to time.  The principal Committees are Audit, Risk, Remuneration and Nomination and Governance.  The Schedule to this letter, as amended from time to time, lists the Committees of which you are a member.

 











 

Role

 

Non-executive Directors 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:

 

·                  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, human and other 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, employees, customers, community and other stakeholders are understood and met.

 

Directors of any company must take decisions objectively in the interests of that company.  As a Director, you owe a fiduciary duty to the Company, which includes an obligation not to do anything that might bring it into disrepute.

 

A summary of responsibilities of Directors as applicable to the Company under current legislation will be provided to you.

 

In addition to these general requirements of all Directors, the role of the Non-executive Director has the following key elements:

 

·                        Strategy.  Non-executive Directors should constructively challenge and help develop proposals on strategy.

 

·                        Performance.  Non-executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.  This is achieved both at the Board and on a more individual level through the Remuneration Committee.

 

·                        Risk.  Non-executive Directors should satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to the Board either directly or via the Audit Committee.  The Group Risk Committee also has an important role in this context.

 

·                        People.  Non-executive Directors have a prime role in appointing, and where necessary removing, Executive Directors and in succession planning.  In addition, they are responsible for determining appropriate levels of remuneration for Executive Directors.  This business is mainly conducted via the Nomination and Governance Committee and the Remuneration Committee.  Non-executive Directors also have a prime role in upholding high standards of integrity and probity and in supporting the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

 

2











 

In this role you are a PRA and FCA Approved Person, holding a SIMF 7 (Group Entity Senior Insurance Manager) in respect of The Prudential Assurance Company Limited. As a Senior Insurance Manager, you must:

 

·                  comply with the PRA’s Conduct Standards as set out in the PRA’s Rulebook for Solvency II Firms, and the FCA’s Conduct Rules, as set out in the Code of Conduct section of the FCA handbook; and

 

·                  meet on an ongoing basis the fit and proper test for Senior Insurance Managers (which covers honesty, integrity, financial soundness and competence).

 

Group Compliance will provide you with guidance on the obligations of Senior Insurance Managers and how these apply to your role as a Senior Insurance Manager Function.

 

Time commitment and fees

 

Time commitment will depend on the Committees on which you serve and may change over time, depending on the issues faced by the business and your time in the role.  The Schedule to this letter provides the current time expectations for Board and Committee membership. Whilst we acknowledge that you have other commitments which may mean you will not be able to attend all meetings of the Board and relevant Committees, you have confirmed by accepting this appointment that you are able to allocate sufficient time to the Company’s affairs to meet the demands of the role.

 

You must discuss any additional commitments that might impact on the time you are able to devote to your role as a Non-executive Director of the Company with me prior to accepting.

 

Non-executive Directors’ fees are subject to annual review by the Board, and will be in accordance with the policy approved by shareholders from time to time, as required under the Companies Act 2006 (the “Approved Policy”).  Fees accrue on a daily basis and are payable quarterly in arrears.  The fees currently payable for Board membership and the additional fees payable for other Committee memberships are set out in the Schedule to this letter.  All fees are payable net of any tax and National Insurance contributions, where the Company is required to deduct these.

 

The Schedule is reviewed on an annual basis and may be amended from time to time by the Company.

 

As a Non-executive Director you are not entitled to participate in any of the Group’s executive remuneration programmes or pension arrangements.

 

Directors are entitled to claim for business related expenses properly incurred by them in connection with their attendance at meetings of the Board or Committees of the Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.  Documentary evidence of expenses incurred should be submitted to my office for approval.

 

3











 

Shareholding, dealing and compliance

 

You are required to hold 2,500 qualification shares in Prudential plc, which must be purchased within your first year of appointment and must be retained during the tenure of your office.

 

The Board has also set a shareholding guideline for Non-executive Directors equivalent in value to the basic annual fee.  This shareholding should be acquired within a three-year period of the appointment becoming effective.

 

During your term in office you are a person discharging managerial responsibility under the Market Abuse Regulation, and are subject to Prudential’s PDMR Dealing Rules, which can be found in the Board Reading Room on your iPad and are available from Group Secretariat on request.  The rules incorporate all relevant obligations arising from the Company’s listing in HK and the UK, as well as other relevant legislation.  These are updated as required to reflect changes in legislation and regulations, and will provide you with the necessary guidance on the steps you need to take and other considerations relating to share dealings.

 

If you have any questions on this please consult with the Group Company Secretary.

 

Conflicts of interests, independence and disclosure obligations

 

It is accepted and acknowledged that you have business interests other than those of the Company and we have discussed these and agreed that no conflicts of interest currently exist (other than those authorised by the Board as part of the appointment process).

 

In the event that you become aware of any future potential conflicts of interest, please disclose these to me and the Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Directors to serve on the Boards of financial services competitors.

 

The Board of the Company has determined that you are independent according to the provisions of the UK Corporate Governance Code and Hong Kong Listing Rules, supported by your declaration of independence in relation to the Hong Kong Listing Rules and you 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 me as soon as possible.

 

The Company has an obligation to notify details of other directorships held by its Directors during the past five years to various regulators on an annual basis, together with non-statutory offices held in a professional capacity.  Any changes in your external appointments, including non-statutory offices, should be notified to the Company Secretary on an ongoing basis.  In particular, any changes in your directorships of other quoted companies worldwide need to be notified promptly, preferably the next business day, as the Company is required to announce this to various stock exchanges.

 

Wrongdoing

 

You will immediately report to the Board your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.

 

4











 

Termination of appointment

 

	
a.
    	
Other than as set   out in paragraph (b) below, your appointment may be terminated by and at   the discretion of either party upon six months’ written notice.
    
	
 
    	
 
    
	
b.
    	
Notwithstanding   the above paragraph (a), your appointment may be terminated with immediate   effect if you:
    
	
 
    	
 
    
	
(i)
    	
commit a material   breach of your obligations under this letter; or
    
	
 
    	
 
    
	
(ii)
    	
commit any serious   or repeated breach or non-observance of your obligations to the Company   (which include an obligation not to breach your duties to the Company,   whether statutory, fiduciary or common-law); or
    
	
 
    	
 
    
	
(iii)
    	
are guilty of any   fraud or dishonesty or acted in a manner which, in the opinion of the Company   acting reasonably, brings or is likely to bring you or the Company into   disrepute or is materially adverse to the interests of the Company; or
    
	
 
    	
 
    
	
(iv)
    	
are convicted of   any arrestable criminal offence other than an offence under road traffic   legislation in the UK or elsewhere for which a fine or non-custodial penalty   is imposed; or
    
	
 
    	
 
    
	
(v)
    	
are declared   bankrupt or have made an arrangement with or for the benefit of your   creditors; or
    
	
 
    	
 
    
	
(vi)
    	
are disqualified   from acting as a Director; or
    
	
 
    	
 
    
	
(vii)
    	
cease to hold   Senior Insurance Manager status (if applicable); or
    
	
 
    	
 
    
	
(viii)
    	
do not comply with   relevant Group policies including the Group Code of Conduct, the Anti-Money   Laundering and Counter Terrorism Financing, the Group Anti-Bribery and   Corruption Policy, or the PDMR Dealing Rules; or
    
	
 
    	
 
    
	
(ix)
    	
you are not   confirmed by the Nomination and Governance Committee to be a suitable   candidate for re-election by shareholders; or
    
	
 
    	
 
    
	
(x)
    	
you are not   re-elected as a Director by shareholders; or
    
	
 
    	
 
    
	
(xi)
    	
you are retired   from office under the Company’s Articles of Association.
    


 

On termination of your appointment you shall resign from your office as Director of the Company and of any offices you hold in any of the Company’s Group companies.  Upon termination you will not be entitled to any compensation, other than accrued pro-rata fees, and you shall also cease to be a member of any Committee of the Board.  All records, documents, accounts, letters and papers of every description (including in particular Board and Committee agendas, minutes and papers) within your possession or control relating to the affairs and business of the Group are and will remain the property of the Company, and shall be returned to the Company forthwith on termination.

 

5











 

Confidentiality

 

During your appointment you will have access to confidential information regarding the business and financial affairs of the Company and those of its subsidiaries, undertakings and affiliates.  You must not, either during your appointment or afterwards, disclose to anyone or otherwise make use of this confidential information, except in the proper performance of your duties or as may be required by law or by any competent regulatory body.  This does not apply, however, to any information already in the public domain.

 

Your attention is also 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 me or the Company Secretary.

 

Data Protection

 

By signing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as appropriate:

 

(a)                                your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or

 

(b)                                information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

You consent to the Company making such information available to any of its Group companies, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company.

 

You also consent to the transfer of such information to the Company’s business contacts outside the European Economic Area in order to further its business interests.

 

Induction

 

The Company provided an induction programme which included meetings with senior management and the Company’s auditor and focused on areas of specific interest to you.  As part of your induction you received a briefing on your duties as a Director generally and as a Director of a company listed in the UK and HK.  You also received a briefing on your obligations under the Senior Insurance Managers Regime.

 

Board evaluation

 

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

 

6











 

you should discuss them with me as soon as is appropriate.

 

Professional development

 

As a Director you are invited to appropriate educational and/or professional development programmes from time to time.  The Company Secretary will consult each Director annually to ascertain their specific professional development needs.  The Company will also provide you with relevant briefings affecting your duties as a Director.

 

Directors’ and officers’ protection

 

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.  A brief summary of the cover is available from Group Secretariat on request.

 

The Company also provides you with indemnity cover for Directors’ and Officers’ liability within the limitations imposed by law.  In addition, the Company provides you with a limited indemnity for certain personal liabilities you may suffer in the course of your appointment, subject again to applicable statutory and other limitations, pursuant to the Company’s constitutional documents or otherwise.

 

In addition, the Board has resolved to have a discretionary payments policy (subject to regular review), the existence of which Directors (executive and non-executive) and certain employees or members of the Prudential Group may rely on, to protect them from personal liability arising out of the bona fide performance of their duties on behalf of the Group.

 

Independent professional advice

 

Occasions may arise when you 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.  This would normally be arranged through the Company Secretary.  The Company will reimburse the full cost of expenditure incurred in accordance with the policy.  Details of the agreed procedure under which Directors may obtain such independent advice can be found in the Prudential Guidance Materials for Directors.

 

Governing law and jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The English courts have exclusive jurisdiction to settle any dispute arising in respect of it.

 

	
Yours sincerely
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/ Paul Manduca
    	
 
    
	
 
    	
 
    
	
Paul Manduca
    	
 
    
	
Chairman
    	
 
    
	
Prudential plc
    	
 
    


 

7











 

Acknowledgement:

 

1.                   By signing this letter, I agree to its terms.

 

2.                   I acknowledge that this appointment letter does not constitute a contract of employment.

 

3.                   I confirm that by having accepted this appointment, I am able to allocate sufficient time to meet the demands of the role.

 

	
/s/ A Nightingale
    	
 
    
	
 
    	
 
    
	
Dated:   July 2017
    	
 
    


 

8











 

Schedule 1 — Expiry date of current term

 

	
Appointment by
   Board
    	
 
    	
Initial election by
   shareholders at AGM
    	
 
    	
Notice period
    	
 
    	
Expiry of current term
   of appointment
    
	
1 June 2013
    	
 
    	
AGM 2014
    	
 
    	
6 months
    	
 
    	
AGM 2020
    


 

Schedule 2 — Committee memberships as at 1 July 2017

 

Remuneration Committee (Chair)

Nomination and Governance Committee

 

Schedule 3 — Time commitment and fees as at 1 July 2017

 

	
 
    	
 
    	
Number of
   regular
   scheduled
   meetings
    	
 
    	
Role
    	
 
    	
Approximate
   time
   commitment
    	
 
    	
Fees per annum
    
	
Board
    	
 
    	
8
    	
 
    	
 
    	
 
    	
31 days
    	
 
    	
£
    	
97,000
    
	
Audit Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
23 days
    	
 
    	
£
    	
75,000
    
	
 
    	
 
    	
 
    	
 
    	
Member
    	
 
    	
15 days
    	
 
    	
£
    	
27,500
    
	
Risk Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
75,000
    
	
 
    	
 
    	
 
    	
 
    	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    
	
Remuneration Committee
    	
 
    	
4
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
60,000
    
	
 
    	
 
    	
 
    	
 
    	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    
	
Nomination and Governance Committee
    	
 
    	
2
    	
 
    	
Member
    	
 
    	
4 days
    	
 
    	
£
    	
10,000
    
	
Senior Independent Director
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10-25 days
    	
 
    	
£
    	
50,000
    


 

Note:

 

In addition to the regular scheduled meetings, the Committees may hold additional shorter meetings as relevant to discuss, for example, periodic financial reports, succession planning and other issues as they arise.

 

9









 

26 July 2017

 

Dear Philip

 

PRUDENTIAL PLC - LETTER OF APPOINTMENT

 

This letter supersedes your previous letter of appointment dated 13 September 2014. The Board of Prudential plc (the ‘Company’) appointed you as Non-executive Director with effect from 1 January 2013.

 

I am now writing to set out the terms of your appointment.  It is agreed that this is a contract for services subject to the Company’s Articles of Association as amended from time to time and does not constitute a contract of employment.

 

Initial appointment and continuation

 

Your appointment was subject to election by shareholders at the AGM in 2013 and subsequent AGMs, and to receipt of all necessary regulatory approvals.

 

Continuation of your appointment will be contingent on satisfactory performance, re-election at forthcoming AGMs and any statutory provisions relating to the removal of Directors.

 

Non-executive Directors are appointed on the understanding that they serve an initial term of three years following their first election and, subject to review by the Nomination and Governance Committee, a second term of three years, both subject to annual election at the AGM.  After six years of service, Non-executive Directors may be appointed for a further year, up to a maximum of three years, subject to an annual review by the Nomination and Governance Committee.  Good governance does not support the practice of serving longer than nine years on the Board as a Non-executive Director.

 

The expiry date of your current term is documented in the Schedule to this letter, as amended by the Company from time to time.

 

If you are not confirmed by the Nomination and Governance Committee to be a suitable candidate for re-election by shareholders, or you are not re-elected by shareholders, or you are retired from office under the Company’s Articles of Association, your appointment shall terminate automatically with immediate effect.

 

Participation in Committees

 

Non-executive members of the Board are invited to serve on Committees of the Board, as determined by the Board from time to time.  The principal Committees are Audit, Risk, Remuneration and Nomination and Governance.  The Schedule to this letter, as amended from time to time, lists the Committees of which you are a member.

 











 

Role

 

Non-executive Directors 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:

 

·                  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, human and other 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, employees, customers, community and other stakeholders are understood and met.

 

Directors of any company must take decisions objectively in the interests of that company.  As a Director, you owe a fiduciary duty to the Company, which includes an obligation not to do anything that might bring it into disrepute.

 

A summary of responsibilities of Directors as applicable to the Company under current legislation will be provided to you.

 

In addition to these general requirements of all Directors, the role of the Non-executive Director has the following key elements:

 

·                        Strategy.  Non-executive Directors should constructively challenge and help develop proposals on strategy.

 

·                        Performance.  Non-executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.  This is achieved both at the Board and on a more individual level through the Remuneration Committee.

 

·                        Risk.  Non-executive Directors should satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to the Board either directly or via the Audit Committee.  The Group Risk Committee also has an important role in this context.

 

·                        People.  Non-executive Directors have a prime role in appointing, and where necessary removing, Executive Directors and in succession planning.  In addition, they are responsible for determining appropriate levels of remuneration for Executive Directors.  This business is mainly conducted via the Nomination and Governance Committee and the Remuneration Committee.  Non-executive Directors also have a prime role in upholding high standards of integrity and probity and in supporting the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

 

2











 

In this role you are a PRA and FCA Approved Person, holding a SIMF 7 (Group Entity Senior Insurance Manager) in respect of The Prudential Assurance Company Limited. As a Senior Insurance Manager, you must:

 

·                  comply with the PRA’s Conduct Standards  as set out in the PRA’s Rulebook for Solvency II Firms, and the FCA’s Conduct Rules, as set out in the Code of Conduct section of the FCA handbook; and

 

·                  meet on an ongoing basis the fit and proper test for Senior Insurance Managers (which covers honesty, integrity, financial soundness and competence).

 

Group Compliance will provide you with guidance on the obligations of Senior Insurance Managers and how these apply to your role as a Senior Insurance Manager Function. .

 

Time commitment and fees

 

Time commitment will depend on the Committees on which you serve and may change over time, depending on the issues faced by the business and your time in the role.  The Schedule to this letter provides the current time expectations for Board and Committee membership. Whilst we acknowledge that you have other commitments which may mean you will not be able to attend all meetings of the Board and relevant Committees, you have confirmed by accepting this appointment that you are able to allocate sufficient time to the Company’s affairs to meet the demands of the role.

 

You must discuss any additional commitments that might impact on the time you are able to devote to your role as a Non-executive Director of the Company with me prior to accepting.

 

Non-executive Directors’ fees are subject to annual review by the Board, and will be in accordance with the policy approved by shareholders from time to time, as required under the Companies Act 2006 (the “Approved Policy”).  Fees accrue on a daily basis and are payable quarterly in arrears.  The fees currently payable for Board membership and the additional fees payable for other Committee memberships are set out in the Schedule to this letter.  All fees are payable net of any tax and National Insurance contributions, where the Company is required to deduct these.

 

The Schedule is reviewed on an annual basis and may be amended from time to time by the Company.

 

As a Non-executive Director you are not entitled to participate in any of the Group’s executive remuneration programmes or pension arrangements.

 

Directors are entitled to claim for business related expenses properly incurred by them in connection with their attendance at meetings of the Board or Committees of the Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.  Documentary evidence of expenses incurred should be submitted to my office for approval.

 

3











 

Shareholding, dealing and compliance

 

You are required to hold 2,500 qualification shares in Prudential plc, which must be purchased within your first year of appointment and must be retained during the tenure of your office.

 

The Board has also set a shareholding guideline for Non-executive Directors equivalent in value to the basic annual fee.  This shareholding should be acquired within a three-year period of the appointment becoming effective.

 

During your term in office you are a person discharging managerial responsibility under the Market Abuse Regulation, and are subject to Prudential’s PDMR Dealing Rules, which can be found in the Board Reading Room on your iPad and are available from Group Secretariat on request.  The rules incorporate all relevant obligations arising from the Company’s listing in HK and the UK, as well as other relevant legislation.  These are updated as required to reflect changes in legislation and regulations, and will provide you with the necessary guidance on the steps you need to take and other considerations relating to share dealings.

 

If you have any questions on this please consult with the Group Company Secretary.

 

Conflicts of interests, independence and disclosure obligations

 

It is accepted and acknowledged that you have business interests other than those of the Company and we have discussed these and agreed that no conflicts of interest currently exist (other than those authorised by the Board as part of the appointment process).

 

In the event that you become aware of any future potential conflicts of interest, please disclose these to me and the Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Directors to serve on the Boards of financial services competitors.

 

The Board of the Company has determined that you are independent according to the provisions of the UK Corporate Governance Code and Hong Kong Listing Rules, supported by your declaration of independence in relation to the Hong Kong Listing Rules and you will be identified as such in the annual report and other documentation.  As you are a member of the Audit Committee, you have also confirmed your independence in respect of the Securities and Exchange Act of 1934 as it applies to members of an audit committee of a Foreign Private Issuer.  If circumstances change, and you believe that your independence may be in doubt, you should discuss this with me as soon as possible.

 

The Company has an obligation to notify details of other directorships held by its Directors during the past five years to various regulators on an annual basis, together with non-statutory offices held in a professional capacity.  Any changes in your external appointments, including non-statutory offices, should be notified to the Company Secretary on an ongoing basis.  In particular, any changes in your directorships of other quoted companies worldwide need to be notified promptly, preferably the next business day, as the Company is required to announce this to various stock exchanges.

 

4











 

Wrongdoing

 

You will immediately report to the Board your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.

 

Termination of appointment

 

	
a.
    	
Other than as set   out in paragraph (b) below, your appointment may be terminated by and at   the discretion of either party upon six months’ written notice.
    
	
 
    	
 
    
	
b.
    	
Notwithstanding   the above paragraph (a), your appointment may be terminated with immediate   effect if you:
    
	
 
    	
 
    
	
(i)
    	
commit a material   breach of your obligations under this letter; or
    
	
 
    	
 
    
	
(ii)
    	
commit any serious   or repeated breach or non-observance of your obligations to the Company (which   include an obligation not to breach your duties to the Company, whether   statutory, fiduciary or common-law); or
    
	
 
    	
 
    
	
(iii)
    	
are guilty of any   fraud or dishonesty or acted in a manner which, in the opinion of the Company   acting reasonably, brings or is likely to bring you or the Company into   disrepute or is materially adverse to the interests of the Company; or
    
	
 
    	
 
    
	
(iv)
    	
are convicted of   any arrestable criminal offence other than an offence under road traffic   legislation in the UK or elsewhere for which a fine or non-custodial penalty   is imposed; or
    
	
 
    	
 
    
	
(v)
    	
are declared   bankrupt or have made an arrangement with or for the benefit of your   creditors; or
    
	
 
    	
 
    
	
(vi)
    	
are disqualified   from acting as a Director; or
    
	
 
    	
 
    
	
(vii)
    	
cease to hold   Senior Insurance Manager status (if applicable); or
    
	
 
    	
 
    
	
(viii)
    	
do not comply with   relevant Group policies including the Group Code of Conduct, the Anti-Money   Laundering and Counter Terrorism Financing, the Group Anti-Bribery and   Corruption Policy, or the PDMR Dealing Rules; or
    
	
 
    	
 
    
	
(ix)
    	
you are not   confirmed by the Nomination and Governance Committee to be a suitable   candidate for re-election by shareholders; or
    
	
 
    	
 
    
	
(x)
    	
you are not   re-elected as a Director by shareholders; or
    
	
 
    	
 
    
	
(xi)
    	
you are retired   from office under the Company’s Articles of Association.
    


 

On termination of your appointment you shall resign from your office as Director of the Company and of any offices you hold in any of the Company’s Group companies.  Upon termination you will not be entitled to any compensation, other than accrued pro-rata fees, and you shall also cease to be a member of any Committee of the Board.  All records, documents, accounts, letters and papers of every description (including in particular Board and Committee agendas, minutes and papers) within your possession or control relating to the affairs and business of the Group are and will remain the property of the Company, and shall be returned to the Company forthwith on termination.

 

5











 

Confidentiality

 

During your appointment you will have access to confidential information regarding the business and financial affairs of the Company and those of its subsidiaries, undertakings and affiliates.  You must not, either during your appointment or afterwards, disclose to anyone or otherwise make use of this confidential information, except in the proper performance of your duties or as may be required by law or by any competent regulatory body.  This does not apply, however, to any information already in the public domain.

 

Your attention is also 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 me or the Company Secretary.

 

Data Protection

 

By signing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as appropriate:

 

(a)                                your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or

 

(b)                                information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

You consent to the Company making such information available to any of its Group companies, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company.

 

You also consent to the transfer of such information to the Company’s business contacts outside the European Economic Area in order to further its business interests.

 

Induction

 

The Company provided an induction programme which included meetings with senior management and the Company’s auditor and focused on areas of specific interest to you.  As part of your induction you received a briefing on your duties as a Director generally and as a Director of a company listed in the UK and HK.  You also received a briefing on your obligations under the Senior Insurance Managers Regime.

 

Board evaluation

 

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

 

6











 

you should discuss them with me as soon as is appropriate.

 

Professional development

 

As a Director you are invited to appropriate educational and/or professional development programmes from time to time.  The Company Secretary will consult each Director annually to ascertain their specific professional development needs.  The Company will also provide you with relevant briefings affecting your duties as a Director.

 

Directors’ and officers’ protection

 

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.  A brief summary of the cover is available from Group Secretariat on request.

 

The Company also provides you with indemnity cover for Directors’ and Officers’ liability within the limitations imposed by law.  In addition, the Company provides you with a limited indemnity for certain personal liabilities you may suffer in the course of your appointment, subject again to applicable statutory and other limitations, pursuant to the Company’s constitutional documents or otherwise.

 

In addition, the Board has resolved to have a discretionary payments policy (subject to regular review), the existence of which Directors (executive and non-executive) and certain employees or members of the Prudential Group may rely on, to protect them from personal liability arising out of the bona fide performance of their duties on behalf of the Group.

 

Independent professional advice

 

Occasions may arise when you 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.  This would normally be arranged through the Company Secretary.  The Company will reimburse the full cost of expenditure incurred in accordance with the policy.  Details of the agreed procedure under which Directors may obtain such independent advice can be found in the Prudential Guidance Materials for Directors.

 

Governing law and jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The English courts have exclusive jurisdiction to settle any dispute arising in respect of it.

 

Yours sincerely

 

	
/s/ Paul Manduca
    	
 
    
	
 
    	
 
    
	
Paul Manduca
    	
 
    
	
Chairman
    	
 
    
	
Prudential plc
    	
 
    


 

7











 

Acknowledgement:

 

1.                  By signing this letter, I agree to its terms.

 

2.                  I acknowledge that this appointment letter does not constitute a contract of employment.

 

3.                   I confirm that by having accepted this appointment, I am able to allocate sufficient time to meet the demands of the role.

 

	
Signed:
    	
/s/ P Remnant
    	
 
    
	
 
    


Dated: July 2017

 

8











 

Schedule 1 — Expiry date of current term

 

	
Appointment by 
   Board
    	
 
    	
Initial election by 
   shareholders at AGM
    	
 
    	
Notice period
    	
 
    	
Expiry of current term 
   of appointment
    
	
1 January 2013
    	
 
    	
AGM 2013
    	
 
    	
6 months
    	
 
    	
AGM 2019
    


 

Schedule 2 — Committee memberships as at 1 July 2017

 

Audit Committee

Nomination and Governance Committee

Remuneration Committee

 

Schedule 3 — Time commitment and fees as at 1 July 2017

 

	
 
    	
 
    	
Number of 
   regular 
   scheduled 
   meetings
    	
 
    	
Role
    	
 
    	
Approximate 
   time 
   commitment
    	
 
    	
Fees per annum
    	
 
    
	
Board
    	
 
    	
8
    	
 
    	
 
    	
 
    	
31 days
    	
 
    	
£
    	
97,000
    	
 
    
	
Audit    Committee
    	
 
    	
5
    	
 
    	
Chairman 
   Member
    	
 
    	
23 days 
   15 days
    	
 
    	
£
   £
    	
75,000
   27,500
    	
 
    
	
Risk    Committee
    	
 
    	
5
    	
 
    	
Chairman 
   Member
    	
 
    	
18-23 days 
   5 days
    	
 
    	
£
   £
    	
75,000
   27,500
    	
 
    
	
Remuneration    Committee
    	
 
    	
4
    	
 
    	
Chairman 
   Member
    	
 
    	
18-23 days 
   5 days
    	
 
    	
£
   £
    	
60,000
   27,500
    	
 
    
	
Nomination   and Governance Committee
    	
 
    	
2
    	
 
    	
Member
    	
 
    	
4 days
    	
 
    	
£
    	
10,000
    	
 
    
	
Senior   Independent Director
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10-25 days
    	
 
    	
£
    	
50,000
    	
 
    


 

Note:

 

In addition to the regular scheduled meetings, the Committees may hold additional shorter meetings as relevant to discuss, for example, periodic financial reports, succession planning and other issues as they arise.

 

9









 

26 July 2017

 

Dear Alice

 

PRUDENTIAL PLC - LETTER OF APPOINTMENT

 

This letter supersedes your previous letter of appointment dated 13 February 2014. The Board of Prudential plc (the ‘Company’) appointed you as Non-executive Director with effect from 10 June 2013.

 

I am now writing to set out the terms of your appointment.  It is agreed that this is a contract for services subject to the Company’s Articles of Association as amended from time to time and does not constitute a contract of employment.

 

Initial appointment and continuation

 

Your appointment was subject to election by shareholders at the AGM in 2014 and subsequent AGMs, and to receipt of all necessary regulatory approvals.

 

Continuation of your appointment will be contingent on satisfactory performance, re-election at forthcoming AGMs and any statutory provisions relating to the removal of Directors.

 

Non-executive Directors are appointed on the understanding that they serve an initial term of three years following their first election and, subject to review by the Nomination and Governance Committee, a second term of three years, both subject to annual election at the AGM.  After six years of service, Non-executive Directors may be appointed for a further year, up to a maximum of three years, subject to an annual review by the Nomination and Governance Committee.  Good governance does not support the practice of serving longer than nine years on the Board as a Non-executive Director.

 

The expiry date of your current term is documented in the Schedule to this letter, as amended by the Company from time to time.

 

If you are not confirmed by the Nomination and Governance Committee to be a suitable candidate for re-election by shareholders, or you are not re-elected by shareholders, or you are retired from office under the Company’s Articles of Association, your appointment shall terminate automatically with immediate effect.

 

Participation in Committees

 

Non-executive members of the Board are invited to serve on Committees of the Board, as determined by the Board from time to time.  The principal Committees are Audit, Risk, Remuneration and Nomination and Governance.  The Schedule to this letter, as amended from time to time, lists the Committees of which you are a member.

 











 

Role

 

Non-executive Directors 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:

 

·                  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, human and other 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, employees, customers, community and other stakeholders are understood and met.

 

Directors of any company must take decisions objectively in the interests of that company.  As a Director, you owe a fiduciary duty to the Company, which includes an obligation not to do anything that might bring it into disrepute.

 

A summary of responsibilities of Directors as applicable to the Company under current legislation will be provided to you.

 

In addition to these general requirements of all Directors, the role of the Non-executive Director has the following key elements:

 

·                        Strategy.  Non-executive Directors should constructively challenge and help develop proposals on strategy.

 

·                        Performance.  Non-executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.  This is achieved both at the Board and on a more individual level through the Remuneration Committee.

 

·                        Risk.  Non-executive Directors should satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to the Board either directly or via the Audit Committee.  The Group Risk Committee also has an important role in this context.

 

·                        People.  Non-executive Directors have a prime role in appointing, and where necessary removing, Executive Directors and in succession planning.  In addition, they are responsible for determining appropriate levels of remuneration for Executive Directors.  This business is mainly conducted via the Nomination and Governance Committee and the Remuneration Committee.  Non-executive Directors also have a prime role in upholding high standards of integrity and probity and in supporting the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

 

2











 

In this role you are a Notified Non-Executive Director under the PRA and FCA’s Senior Insurance Managers Regime. You must:

 

·                  comply with the PRA’s Conduct Standards  as set out in the PRA’s Rulebook for Solvency II Firms, and the FCA’s Conduct Rules, as set out in the Code of Conduct section of the FCA handbook; and

 

·                  meet on an ongoing basis the fit and proper test for Senior Insurance Managers (which covers honesty, integrity, financial soundness and competence).

 

Group Compliance will provide you with guidance on the obligations of Senior Insurance Managers and how these apply to your role as a Senior Insurance Manager Function.

 

Time commitment and fees

 

Time commitment will depend on the Committees on which you serve and may change over time, depending on the issues faced by the business and your time in the role.  The Schedule to this letter provides the current time expectations for Board and Committee membership. Whilst we acknowledge that you have other commitments which may mean you will not be able to attend all meetings of the Board and relevant Committees, you have confirmed by accepting this appointment that you are able to allocate sufficient time to the Company’s affairs to meet the demands of the role.

 

You must discuss any additional commitments that might impact on the time you are able to devote to your role as a Non-executive Director of the Company with me prior to accepting.

 

Non-executive Directors’ fees are subject to annual review by the Board, and will be in accordance with the policy approved by shareholders from time to time, as required under the Companies Act 2006 (the “Approved Policy”).  Fees accrue on a daily basis and are payable quarterly in arrears.  The fees currently payable for Board membership and the additional fees payable for other Committee memberships are set out in the Schedule to this letter.  All fees are payable net of any tax and National Insurance contributions, where the Company is required to deduct these.

 

The Schedule is reviewed on an annual basis and may be amended from time to time by the Company.

 

As a Non-executive Director you are not entitled to participate in any of the Group’s executive remuneration programmes or pension arrangements.

 

Directors are entitled to claim for business related expenses properly incurred by them in connection with their attendance at meetings of the Board or Committees of the Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.  Documentary evidence of expenses incurred should be submitted to my office for approval.

 

Shareholding, dealing and compliance

 

You are required to hold 2,500 qualification shares in Prudential plc, which must be purchased within your first year of appointment and must be retained during the tenure of

 

3











 

your office.

 

The Board has also set a shareholding guideline for Non-executive Directors equivalent in value to the basic annual fee.  This shareholding should be acquired within a three-year period of the appointment becoming effective.

 

During your term in office you are a person discharging managerial responsibility under the Market Abuse Regulation, and are subject to Prudential’s PDMR Dealing Rules, which can be found in the Board Reading Room on your iPad and are available from Group Secretariat on request.  The rules incorporate all relevant obligations arising from the Company’s listing in HK and the UK, as well as other relevant legislation.  These are updated as required to reflect changes in legislation and regulations, and will provide you with the necessary guidance on the steps you need to take and other considerations relating to share dealings.

 

If you have any questions on this please consult with the Group Company Secretary.

 

Conflicts of interests, independence and disclosure obligations

 

It is accepted and acknowledged that you have business interests other than those of the Company and we have discussed these and agreed that no conflicts of interest currently exist (other than those authorised by the Board as part of the appointment process).

 

In the event that you become aware of any future potential conflicts of interest, please disclose these to me and the Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Directors to serve on the Boards of financial services competitors.

 

The Board of the Company has determined that you are independent according to the provisions of the UK Corporate Governance Code and Hong Kong Listing Rules, supported by your declaration of independence in relation to the Hong Kong Listing Rules and you will be identified as such in the annual report and other documentation.  As you are a member of the Audit Committee, you have also confirmed your independence in respect of the Securities and Exchange Act of 1934 as it applies to members of an audit committee of a Foreign Private Issuer.  If circumstances change, and you believe that your independence may be in doubt, you should discuss this with me as soon as possible.

 

The Company has an obligation to notify details of other directorships held by its Directors during the past five years to various regulators on an annual basis, together with non-statutory offices held in a professional capacity.  Any changes in your external appointments, including non-statutory offices, should be notified to the Company Secretary on an ongoing basis.  In particular, any changes in your directorships of other quoted companies worldwide need to be notified promptly, preferably the next business day, as the Company is required to announce this to various stock exchanges.

 

Wrongdoing

 

You will immediately report to the Board your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.

 

4











 

Termination of appointment

 

	
a.
    	
Other than as set   out in paragraph (b) below, your appointment may be terminated by and at   the discretion of either party upon six months’ written notice.
    
	
 
    	
 
    
	
b.
    	
Notwithstanding   the above paragraph (a), your appointment may be terminated with immediate   effect if you:
    
	
 
    	
 
    
	
(i)
    	
commit a material   breach of your obligations under this letter; or
    
	
 
    	
 
    
	
(ii)
    	
commit any serious   or repeated breach or non-observance of your obligations to the Company (which   include an obligation not to breach your duties to the Company, whether   statutory, fiduciary or common-law); or
    
	
 
    	
 
    
	
(iii)
    	
are guilty of any   fraud or dishonesty or acted in a manner which, in the opinion of the Company   acting reasonably, brings or is likely to bring you or the Company into   disrepute or is materially adverse to the interests of the Company; or
    
	
 
    	
 
    
	
(iv)
    	
are convicted of   any arrestable criminal offence other than an offence under road traffic   legislation in the UK or elsewhere for which a fine or non-custodial penalty   is imposed; or
    
	
 
    	
 
    
	
(v)
    	
are declared   bankrupt or have made an arrangement with or for the benefit of your   creditors; or
    
	
 
    	
 
    
	
(vi)
    	
are disqualified   from acting as a Director; or
    
	
 
    	
 
    
	
(vii)
    	
cease to hold   Senior Insurance Manager status (if applicable); or
    
	
 
    	
 
    
	
(viii)
    	
do not comply with   relevant Group policies including the Group Code of Conduct, the Anti-Money   Laundering and Counter Terrorism Financing, the Group Anti-Bribery and   Corruption Policy, or the PDMR Dealing Rules; or
    
	
 
    	
 
    
	
(ix)
    	
you are not   confirmed by the Nomination and Governance Committee to be a suitable   candidate for re-election by shareholders; or
    
	
 
    	
 
    
	
(x)
    	
you are not   re-elected as a Director by shareholders; or
    
	
 
    	
 
    
	
(xi)
    	
you are retired   from office under the Company’s Articles of Association.
    


 

On termination of your appointment you shall resign from your office as Director of the Company and of any offices you hold in any of the Company’s Group companies.  Upon termination you will not be entitled to any compensation, other than accrued pro-rata fees, and you shall also cease to be a member of any Committee of the Board.  All records, documents, accounts, letters and papers of every description (including in particular Board and Committee agendas, minutes and papers) within your possession or control relating to the affairs and business of the Group are and will remain the property of the Company, and shall be returned to the Company forthwith on termination.

 

5











 

Confidentiality

 

During your appointment you will have access to confidential information regarding the business and financial affairs of the Company and those of its subsidiaries, undertakings and affiliates.  You must not, either during your appointment or afterwards, disclose to anyone or otherwise make use of this confidential information, except in the proper performance of your duties or as may be required by law or by any competent regulatory body.  This does not apply, however, to any information already in the public domain.

 

Your attention is also 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 me or the Company Secretary.

 

Data Protection

 

By signing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as appropriate:

 

(a)                                your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or

 

(b)                                information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

You consent to the Company making such information available to any of its Group companies, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company.

 

You also consent to the transfer of such information to the Company’s business contacts outside the European Economic Area in order to further its business interests.

 

Induction

 

The Company provided an induction programme which included meetings with senior management and the Company’s auditor and focused on areas of specific interest to you.  As part of your induction you received a briefing on your duties as a Director generally and as a Director of a company listed in the UK and HK.  You also received a briefing on your obligations under the Senior Insurance Managers Regime.

 

Board evaluation

 

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

 

6











 

you should discuss them with me as soon as is appropriate.

 

Professional development

 

As a Director you are invited to appropriate educational and/or professional development programmes from time to time.  The Company Secretary will consult each Director annually to ascertain their specific professional development needs.  The Company will also provide you with relevant briefings affecting your duties as a Director.

 

Directors’ and officers’ protection

 

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.  A brief summary of the cover is available from Group Secretariat on request.

 

The Company also provides you with indemnity cover for Directors’ and Officers’ liability within the limitations imposed by law.  In addition, the Company provides you with a limited indemnity for certain personal liabilities you may suffer in the course of your appointment, subject again to applicable statutory and other limitations, pursuant to the Company’s constitutional documents or otherwise.

 

In addition, the Board has resolved to have a discretionary payments policy (subject to regular review), the existence of which Directors (executive and non-executive) and certain employees or members of the Prudential Group may rely on, to protect them from personal liability arising out of the bona fide performance of their duties on behalf of the Group.

 

Independent professional advice

 

Occasions may arise when you 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.  This would normally be arranged through the Company Secretary.  The Company will reimburse the full cost of expenditure incurred in accordance with the policy.  Details of the agreed procedure under which Directors may obtain such independent advice can be found in the Prudential Guidance Materials for Directors.

 

Governing law and jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The English courts have exclusive jurisdiction to settle any dispute arising in respect of it.

 

Yours sincerely

 

	
/s/ Paul Manduca
    	
 
    
	
 
    	
 
    
	
Paul Manduca
    	
 
    
	
Chairman
    	
 
    
	
Prudential plc
    	
 
    


 

7











 

Acknowledgement:

 

1.                  By signing this letter, I agree to its terms.

 

2.                  I acknowledge that this appointment letter does not constitute a contract of employment.

 

3.                   I confirm that by having accepted this appointment, I am able to allocate sufficient time to meet the demands of the role.

 

	
Signed: 
    	
/s/ Alice   Schroeder
    	
 
    


 

Dated: July 2017

 

8











 

Schedule 1 — Expiry date of current term

 

	
Appointment by 
   Board
    	
 
    	
Initial election by 
   shareholders at AGM
    	
 
    	
Notice period
    	
 
    	
Expiry of current term 
   of appointment
    	
 
    
	
10   June 2013
    	
 
    	
AGM 2014
    	
 
    	
6 months
    	
 
    	
AGM 2020
    	
 
    


 

Schedule 2 — Committee memberships as at 1 March 2018

 

Audit Committee

Risk Committee

 

Schedule 3 — Time commitment and fees as at 1 July 2017

 

	
 
    	
 
    	
Number of 
   regular 
   scheduled 
   meetings
    	
 
    	
Role
    	
 
    	
Approximate 
   time 
   commitment
    	
 
    	
Fees per annum
    	
 
    
	
Board
    	
 
    	
8
    	
 
    	
 
    	
 
    	
31 days
    	
 
    	
£
    	
97,000
    	
 
    
	
Audit    Committee
    	
 
    	
5
    	
 
    	
Chairman 
   Member
    	
 
    	
23 days 
   15 days
    	
 
    	
£
   £
    	
75,000
   27,500
    	
 
    
	
Risk    Committee
    	
 
    	
5
    	
 
    	
Chairman 
   Member
    	
 
    	
18-23 days 
   5 days
    	
 
    	
£
   £
    	
75,000
   27,500
    	
 
    
	
Remuneration    Committee
    	
 
    	
4
    	
 
    	
Chairman 
   Member
    	
 
    	
18-23 days 
   5 days
    	
 
    	
£
   £
    	
60,000
   27,500
    	
 
    
	
Nomination   and Governance Committee
    	
 
    	
2
    	
 
    	
Member
    	
 
    	
4 days
    	
 
    	
£
    	
10,000
    	
 
    
	
Senior   Independent Director
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10-25 days
    	
 
    	
£
    	
50,000
    	
 
    


 

Note:

 

In addition to the regular scheduled meetings, the Committees may hold additional shorter meetings as relevant to discuss, for example, periodic financial reports, succession planning and other issues as they arise.

 

9









 

26 July 2017

 

Dear Adair

 

PRUDENTIAL PLC - LETTER OF APPOINTMENT

 

This letter supersedes your previous letter of appointment dated 17 September 2015. The Board of Prudential plc (the ‘Company’) appointed you as Non-executive Director with effect from 15 September 2015.

 

I am now writing to set out the terms of your appointment.  It is agreed that this is a contract for services subject to the Company’s Articles of Association as amended from time to time and does not constitute a contract of employment.

 

Initial appointment and continuation

 

Your appointment was subject to election by shareholders at the AGM in 2016 and subsequent AGMs, and to receipt of all necessary regulatory approvals.

 

Continuation of your appointment will be contingent on satisfactory performance, re-election at forthcoming AGMs and any statutory provisions relating to the removal of Directors.

 

Non-executive Directors are appointed on the understanding that they serve an initial term of three years following their first election and, subject to review by the Nomination and Governance Committee, a second term of three years, both subject to annual election at the AGM.  After six years of service, Non-executive Directors may be appointed for a further year, up to a maximum of three years, subject to an annual review by the Nomination and Governance Committee.  Good governance does not support the practice of serving longer than nine years on the Board as a Non-executive Director.

 

The expiry date of your current term is documented in the Schedule to this letter, as amended by the Company from time to time.

 

If you are not confirmed by the Nomination and Governance Committee to be a suitable candidate for re-election by shareholders, or you are not re-elected by shareholders, or you are retired from office under the Company’s Articles of Association, your appointment shall terminate automatically with immediate effect.

 

Participation in Committees

 

Non-executive members of the Board are invited to serve on Committees of the Board, as determined by the Board from time to time.  The principal Committees are Audit, Risk, Remuneration and Nomination and Governance.  The Schedule to this letter, as amended from time to time, lists the Committees of which you are a member.

 











 

Role

 

Non-executive Directors 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:

 

·                  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, human and other 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, employees, customers, community and other stakeholders are understood and met.

 

Directors of any company must take decisions objectively in the interests of that company.  As a Director, you owe a fiduciary duty to the Company, which includes an obligation not to do anything that might bring it into disrepute.

 

A summary of responsibilities of Directors as applicable to the Company under current legislation will be provided to you.

 

In addition to these general requirements of all Directors, the role of the Non-executive Director has the following key elements:

 

·                        Strategy.  Non-executive Directors should constructively challenge and help develop proposals on strategy.

 

·                        Performance.  Non-executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.  This is achieved both at the Board and on a more individual level through the Remuneration Committee.

 

·                        Risk.  Non-executive Directors should satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to the Board either directly or via the Audit Committee.  The Group Risk Committee also has an important role in this context.

 

·                        People.  Non-executive Directors have a prime role in appointing, and where necessary removing, Executive Directors and in succession planning.  In addition, they are responsible for determining appropriate levels of remuneration for Executive Directors.  This business is mainly conducted via the Nomination and Governance Committee and the Remuneration Committee.  Non-executive Directors also have a prime role in upholding high standards of integrity and probity and in supporting the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

 

2











 

In this role you are a Notified Non-Executive Director under the PRA and FCA’s Senior Insurance Managers Regime. You must:

 

·                  comply with the PRA’s Conduct Standards  as set out in the PRA’s Rulebook for Solvency II Firms, and the FCA’s Conduct Rules, as set out in the Code of Conduct section of the FCA handbook; and

 

·                  meet on an ongoing basis the fit and proper test for Senior Insurance Managers (which covers honesty, integrity, financial soundness and competence).

 

Group Compliance will provide you with guidance on the obligations of Senior Insurance Managers and how these apply to your role as a Senior Insurance Manager Function.

 

Time commitment and fees

 

Time commitment will depend on the Committees on which you serve and may change over time, depending on the issues faced by the business and your time in the role.  The Schedule to this letter provides the current time expectations for Board and Committee membership. Whilst we acknowledge that you have other commitments which may mean you will not be able to attend all meetings of the Board and relevant Committees, you have confirmed by accepting this appointment that you are able to allocate sufficient time to the Company’s affairs to meet the demands of the role.

 

You must discuss any additional commitments that might impact on the time you are able to devote to your role as a Non-executive Director of the Company with me prior to accepting.

 

Non-executive Directors’ fees are subject to annual review by the Board, and will be in accordance with the policy approved by shareholders from time to time, as required under the Companies Act 2006 (the “Approved Policy”).  Fees accrue on a daily basis and are payable quarterly in arrears.  The fees currently payable for Board membership and the additional fees payable for other Committee memberships are set out in the Schedule to this letter.  All fees are payable net of any tax and National Insurance contributions, where the Company is required to deduct these.

 

The Schedule is reviewed on an annual basis and may be amended from time to time by the Company.

 

As a Non-executive Director you are not entitled to participate in any of the Group’s executive remuneration programmes or pension arrangements.

 

Directors are entitled to claim for business related expenses properly incurred by them in connection with their attendance at meetings of the Board or Committees of the Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.  Documentary evidence of expenses incurred should be submitted to my office for approval.

 

Shareholding, dealing and compliance

 

You are required to hold 2,500 qualification shares in Prudential plc, which must be purchased within your first year of appointment and must be retained during the tenure of

 

3











 

your office.

 

The Board has also set a shareholding guideline for Non-executive Directors equivalent in value to the basic annual fee.  This shareholding should be acquired within a three-year period of the appointment becoming effective.

 

During your term in office you are a person discharging managerial responsibility under the Market Abuse Regulation, and are subject to Prudential’s PDMR Dealing Rules, which can be found in the Board Reading Room on your iPad and are available from Group Secretariat on request.  The rules incorporate all relevant obligations arising from the Company’s listing in HK and the UK, as well as other relevant legislation.  These are updated as required to reflect changes in legislation and regulations, and will provide you with the necessary guidance on the steps you need to take and other considerations relating to share dealings.

 

If you have any questions on this please consult with the Group Company Secretary.

 

Conflicts of interests, independence and disclosure obligations

 

It is accepted and acknowledged that you have business interests other than those of the Company and we have discussed these and agreed that no conflicts of interest currently exist (other than those authorised by the Board as part of the appointment process).

 

In the event that you become aware of any future potential conflicts of interest, please disclose these to me and the Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Directors to serve on the Boards of financial services competitors.

 

The Board of the Company has determined that you are independent according to the provisions of the UK Corporate Governance Code and Hong Kong Listing Rules, supported by your declaration of independence in relation to the Hong Kong Listing Rules and you will be identified as such in the annual report and other documentation.  As you are a member of the Audit Committee, you have also confirmed your independence in respect of the Securities and Exchange Act of 1934 as it applies to members of an audit committee of a Foreign Private Issuer.  If circumstances change, and you believe that your independence may be in doubt, you should discuss this with me as soon as possible.

 

The Company has an obligation to notify details of other directorships held by its Directors during the past five years to various regulators on an annual basis, together with non-statutory offices held in a professional capacity.  Any changes in your external appointments, including non-statutory offices, should be notified to the Company Secretary on an ongoing basis.  In particular, any changes in your directorships of other quoted companies worldwide need to be notified promptly, preferably the next business day, as the Company is required to announce this to various stock exchanges.

 

Wrongdoing

 

You will immediately report to the Board your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.

 

4











 

Termination of appointment

 

	
a.
    	
Other than as set   out in paragraph (b) below, your appointment may be terminated by and at   the discretion of either party upon six months’ written notice.
    
	
 
    	
 
    
	
b.
    	
Notwithstanding   the above paragraph (a), your appointment may be terminated with immediate   effect if you:
    
	
 
    	
 
    
	
(i)
    	
commit a material   breach of your obligations under this letter; or
    
	
 
    	
 
    
	
(ii)
    	
commit any serious   or repeated breach or non-observance of your obligations to the Company (which   include an obligation not to breach your duties to the Company, whether   statutory, fiduciary or common-law); or
    
	
 
    	
 
    
	
(iii)
    	
are guilty of any   fraud or dishonesty or acted in a manner which, in the opinion of the Company   acting reasonably, brings or is likely to bring you or the Company into   disrepute or is materially adverse to the interests of the Company; or
    
	
 
    	
 
    
	
(iv)
    	
are convicted of   any arrestable criminal offence other than an offence under road traffic   legislation in the UK or elsewhere for which a fine or non-custodial penalty   is imposed; or
    
	
 
    	
 
    
	
(v)
    	
are declared   bankrupt or have made an arrangement with or for the benefit of your   creditors; or
    
	
 
    	
 
    
	
(vi)
    	
are disqualified   from acting as a Director; or
    
	
 
    	
 
    
	
(vii)
    	
cease to hold   Senior Insurance Manager status (if applicable); or
    
	
 
    	
 
    
	
(viii)
    	
do not comply with   relevant Group policies including the Group Code of Conduct, the Anti-Money   Laundering and Counter Terrorism Financing, the Group Anti-Bribery and   Corruption Policy, or the PDMR Dealing Rules; or
    
	
 
    	
 
    
	
(ix)
    	
you are not   confirmed by the Nomination and Governance Committee to be a suitable   candidate for re-election by shareholders; or
    
	
 
    	
 
    
	
(x)
    	
you are not   re-elected as a Director by shareholders; or
    
	
 
    	
 
    
	
(xi)
    	
you are retired   from office under the Company’s Articles of Association.
    


 

On termination of your appointment you shall resign from your office as Director of the Company and of any offices you hold in any of the Company’s Group companies.  Upon termination you will not be entitled to any compensation, other than accrued pro-rata fees, and you shall also cease to be a member of any Committee of the Board.  All records, documents, accounts, letters and papers of every description (including in particular Board and Committee agendas, minutes and papers) within your possession or control relating to the affairs and business of the Group are and will remain the property of the Company, and shall be returned to the Company forthwith on termination.

 

5











 

Confidentiality

 

During your appointment you will have access to confidential information regarding the business and financial affairs of the Company and those of its subsidiaries, undertakings and affiliates.  You must not, either during your appointment or afterwards, disclose to anyone or otherwise make use of this confidential information, except in the proper performance of your duties or as may be required by law or by any competent regulatory body.  This does not apply, however, to any information already in the public domain.

 

Your attention is also 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 me or the Company Secretary.

 

Data Protection

 

By signing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as appropriate:

 

(a)                                your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or

 

(b)                                information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

You consent to the Company making such information available to any of its Group companies, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company.

 

You also consent to the transfer of such information to the Company’s business contacts outside the European Economic Area in order to further its business interests.

 

Induction

 

The Company provided an induction programme which included meetings with senior management and the Company’s auditor and focused on areas of specific interest to you.  As part of your induction you received a briefing on your duties as a Director generally and as a Director of a company listed in the UK and HK.  You also received a briefing on your obligations under the Senior Insurance Managers Regime.

 

Board evaluation

 

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 me as soon as is appropriate.

 

6











 

Professional development

 

As a Director you are invited to appropriate educational and/or professional development programmes from time to time.  The Company Secretary will consult each Director annually to ascertain their specific professional development needs.  The Company will also provide you with relevant briefings affecting your duties as a Director.

 

Directors’ and officers’ protection

 

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.  A brief summary of the cover is available from Group Secretariat on request.

 

The Company also provides you with indemnity cover for Directors’ and Officers’ liability within the limitations imposed by law.  In addition, the Company provides you with a limited indemnity for certain personal liabilities you may suffer in the course of your appointment, subject again to applicable statutory and other limitations, pursuant to the Company’s constitutional documents or otherwise.

 

In addition, the Board has resolved to have a discretionary payments policy (subject to regular review), the existence of which Directors (executive and non-executive) and certain employees or members of the Prudential Group may rely on, to protect them from personal liability arising out of the bona fide performance of their duties on behalf of the Group.

 

Independent professional advice

 

Occasions may arise when you 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.  This would normally be arranged through the Company Secretary.  The Company will reimburse the full cost of expenditure incurred in accordance with the policy.  Details of the agreed procedure under which Directors may obtain such independent advice can be found in the Prudential Guidance Materials for Directors.

 

Governing law and jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The English courts have exclusive jurisdiction to settle any dispute arising in respect of it.

 

Yours sincerely

 

	
/s/ Paul Manduca
    	
 
    
	
 
    	
 
    
	
Paul Manduca
    	
 
    
	
Chairman
    	
 
    
	
Prudential plc
    	
 
    


 

7











 

Acknowledgement:

 

1.                  By signing this letter, I agree to its terms.

 

2.                   I acknowledge that this appointment letter does not constitute a contract of employment.

 

3.                   I confirm that by having accepted this appointment, I am able to allocate sufficient time to meet the demands of the role.

 

	
Signed: 
    	
/s/ Adair Turner
    	
 
    
	
 
    	
 
    
	
Dated:   July 2017
    	
 
    


 

8











 

Schedule 1 — Expiry date of current term

 

	
Appointment by 
   Board
    	
 
    	
Initial election by
    shareholders at AGM
    	
 
    	
Notice period
    	
 
    	
Expiry of current term
   of appointment
    	
 
    
	
15   September 2015
    	
 
    	
AGM 2016
    	
 
    	
6 months
    	
 
    	
AGM 2019
    	
 
    


 

Schedule 2 — Committee memberships as at 1 July 2017

 

Risk Committee

Audit Committee

 

Schedule 3 — Time commitment and fees as at 1 July 2017

 

	
 
    	
 
    	
Number of 
   regular 
   scheduled 
   meetings
    	
 
    	
Role
    	
 
    	
Approximate 
   time 
   commitment
    	
 
    	
Fees per annum
    	
 
    
	
Board
    	
 
    	
8
    	
 
    	
 
    	
 
    	
31 days
    	
 
    	
£
    	
97,000
    	
 
    
	
Audit    Committee
    	
 
    	
5
    	
 
    	
Chairman
   Member
    	
 
    	
23 days 
   15 days
    	
 
    	
£
   £
    	
75,000
   27,500
    	
 
    
	
Risk    Committee
    	
 
    	
5
    	
 
    	
Chairman 
   Member
    	
 
    	
18-23 days 
   5 days
    	
 
    	
£
   £
    	
75,000
   27,500
    	
 
    
	
Remuneration    Committee
    	
 
    	
4
    	
 
    	
Chairman 
   Member
    	
 
    	
18-23 days 
   5 days
    	
 
    	
£
   £
    	
60,000
   27,500
    	
 
    
	
Nomination   and Governance Committee
    	
 
    	
2
    	
 
    	
Member
    	
 
    	
4 days
    	
 
    	
£
    	
10,000
    	
 
    
	
Senior   Independent Director
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10-25 days
    	
 
    	
£
    	
50,000
    	
 
    


 

Note:

 

In addition to the regular scheduled meetings, the Committees may hold additional shorter meetings as relevant to discuss, for example, periodic financial reports, succession planning and other issues as they arise.

 

9









 

26 July 2017

 

Dear Tom

 

PRUDENTIAL PLC - LETTER OF APPOINTMENT

 

I am delighted to confirm that the Board of Prudential plc (the ‘Company’) has agreed to appoint you as Non-executive Director and member of the Remuneration Committee with effect from 11 July 2017.

 

I am now writing to set out the terms of your appointment.  It is agreed that this is a contract for services subject to the Company’s Articles of Association as amended from time to time and does not constitute a contract of employment.

 

Initial appointment and continuation

 

Your appointment is subject to election by shareholders at the AGM in 2018 and subsequent AGMs, and remains subject to any relevant regulatory approvals.

 

Continuation of your appointment will be contingent on satisfactory performance, re-election at forthcoming AGMs and any statutory provisions relating to the removal of Directors.

 

Non-executive Directors are appointed on the understanding that they serve an initial term of three years following their first election and, subject to review by the Nomination and Governance Committee, a second term of three years, both subject to annual election at the AGM.  After six years of service, Non-executive Directors may be appointed for a further year, up to a maximum of three years, subject to an annual review by the Nomination and Governance Committee.  Good governance does not support the practice of serving longer than nine years on the Board as a Non-executive Director.

 

The expiry date of your current term is documented in the Schedule to this letter, as amended by the Company from time to time.

 

If you are not confirmed by the Nomination and Governance Committee to be a suitable candidate for re-election by shareholders, or you are not re-elected by shareholders, or you are retired from office under the Company’s Articles of Association, your appointment shall terminate automatically with immediate effect.

 

Participation in Committees

 

Non-executive members of the Board are invited to serve on Committees of the Board, as determined by the Board from time to time.  The principal Committees are Audit, Risk, Remuneration and Nomination and Governance.  The Schedule to this letter, as amended from time to time, lists the Committees of which you are a member.

 











 

Role

 

Non-executive Directors 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:

 

·                  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, human and other 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, employees, customers, community and other stakeholders are understood and met.

 

Directors of any company must take decisions objectively in the interests of that company.  As a Director, you owe a fiduciary duty to the Company, which includes an obligation not to do anything that might bring it into disrepute.

 

A summary of responsibilities of Directors as applicable to the Company under current legislation will be provided to you.

 

In addition to these general requirements of all Directors, the role of the Non-executive Director has the following key elements:

 

·                  Strategy.  Non-executive Directors should constructively challenge and help develop proposals on strategy.

 

·                  Performance.  Non-executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.  This is achieved both at the Board and on a more individual level through the Remuneration Committee.

 

·                  Risk.  Non-executive Directors should satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible.  This is achieved by escalating key issues to the Board either directly or via the Audit Committee.  The Group Risk Committee also has an important role in this context.

 

·                  People.  Non-executive Directors have a prime role in appointing, and where necessary removing, Executive Directors and in succession planning.  In addition, they are responsible for determining appropriate levels of remuneration for Executive Directors.  This business is mainly conducted via the Nomination and Governance Committee and the Remuneration Committee.  Non-executive Directors also have a prime role in upholding high standards of integrity and probity and in supporting the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond.

 

2











 

In this role you are a Notified Non-Executive Director under the PRA and FCA’s Senior Insurance Managers Regime. You must:

 

·                  comply with the PRA’s Conduct Standards  as set out in the PRA’s Rulebook for Solvency II Firms, and the FCA’s Conduct Rules, as set out in the Code of Conduct section of the FCA handbook; and

 

·                  meet on an ongoing basis the fit and proper test for Senior Insurance Managers (which covers honesty, integrity, financial soundness and competence).

 

Group Compliance will provide you with guidance on the obligations of Senior Insurance Managers and how these apply to your role as a Senior Insurance Manager Function.

 

Time commitment and fees

 

Time commitment will depend on the Committees on which you serve and may change over time, depending on the issues faced by the business and your time in the role.  The Schedule to this letter provides the current time expectations for Board and Committee membership.

 

Whilst we acknowledge that you have other commitments which may mean you will not be able to attend all meetings of the Board and relevant Committees, you have confirmed by accepting this appointment that you are able to allocate sufficient time to the Company’s affairs to meet the demands of the role.

 

You must discuss any additional commitments that might impact on the time you are able to devote to your role as a Non-executive Director of the Company with me prior to accepting.

 

Non-executive Directors’ fees are subject to annual review by the Board, and will be in accordance with the policy approved by shareholders from time to time, as required under the Companies Act 2006 (the “Approved Policy”).  Fees accrue on a daily basis and are payable quarterly in arrears.  The fees currently payable for Board membership and the additional fees payable for other Committee memberships are set out in the Schedule to this letter.  All fees are payable net of any tax and National Insurance contributions, where the Company is required to deduct these.

 

The Schedule is reviewed on an annual basis and may be amended from time to time by the Company.

 

As a Non-executive Director you are not entitled to participate in any of the Group’s executive remuneration programmes or pension arrangements.

 

Directors are entitled to claim for business related expenses properly incurred by them in connection with their attendance at meetings of the Board or Committees of the Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.  Documentary evidence of expenses incurred should be submitted to my office for approval.

 

Shareholding, dealing and compliance

 

You are required to hold 2,500 qualification shares in Prudential plc, which must be

 

3











 

purchased within your first year of appointment and must be retained during the tenure of your office.

 

The Board has also set a shareholding guideline for Non-executive Directors equivalent in value to the basic annual fee.  This shareholding should be acquired within a three-year period of the appointment becoming effective.

 

During your term in office you are a person discharging managerial responsibility under the Market Abuse Regulation, and are subject to Prudential’s PDMR Dealing Rules, which can be found in the Board Reading Room on your iPad and are available from Group Secretariat on request.  The rules incorporate all relevant obligations arising from the Company’s listing in HK and the UK, as well as other relevant legislation.  These are updated as required to reflect changes in legislation and regulations, and will provide you with the necessary guidance on the steps you need to take and other considerations relating to share dealings.

 

If you have any questions on this please consult with the Group Company Secretary.

 

Conflicts of interests, independence and disclosure obligations

 

It is accepted and acknowledged that you have business interests other than those of the Company and we have discussed these and agreed that no conflicts of interest currently exist (other than those authorised by the Board as part of the appointment process).

 

In the event that you become aware of any future potential conflicts of interest, please disclose these to me and the Company Secretary as soon as apparent and also prior to accepting appointments.  In particular we would not wish our Directors to serve on the Boards of financial services competitors.

 

The Board of the Company has determined that you are independent according to the provisions of the UK Corporate Governance Code and Hong Kong Listing Rules, supported by your declaration of independence in relation to the Hong Kong Listing Rules and you 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 me as soon as possible.

 

The Company has an obligation to notify details of other directorships held by its Directors during the past five years to various regulators on an annual basis, together with non-statutory offices held in a professional capacity.  Any changes in your external appointments, including non-statutory offices, should be notified to the Company Secretary on an ongoing basis.  In particular, any changes in your directorships of other quoted companies worldwide need to be notified promptly, preferably the next business day, as the Company is required to announce this to various stock exchanges.

 

Wrongdoing

 

You will immediately report to the Board your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.

 

4











 

Termination of appointment

 

	
a.
    	
 
    	
Other than as set out in paragraph (b) below,   your appointment may be terminated by and at the discretion of either party   upon six months’ written notice.
    
	
 
    	
 
    	
 
    
	
b.
    	
 
    	
Notwithstanding the above paragraph (a), your   appointment may be terminated with immediate effect if you:
    
	
 
    	
 
    	
 
    
	
(i)
    	
 
    	
commit a material breach of your obligations under   this letter; or
    
	
 
    	
 
    	
 
    
	
(ii)
    	
 
    	
commit any serious or repeated breach or   non-observance of your obligations to the Company (which include an   obligation not to breach your duties to the Company, whether statutory,   fiduciary or common-law); or
    
	
 
    	
 
    	
 
    
	
(iii)
    	
 
    	
are guilty of any fraud or dishonesty or acted in a   manner which, in the opinion of the Company acting reasonably, brings or is   likely to bring you or the Company into disrepute or is materially adverse to   the interests of the Company; or
    
	
 
    	
 
    	
 
    
	
(iv)
    	
 
    	
are convicted of any arrestable criminal offence   other than an offence under road traffic legislation in the UK or elsewhere   for which a fine or non-custodial penalty is imposed; or
    
	
 
    	
 
    	
 
    
	
(v)
    	
 
    	
are declared bankrupt or have made an arrangement   with or for the benefit of your creditors; or
    
	
 
    	
 
    	
 
    
	
(vi)
    	
 
    	
are disqualified from acting as a Director; or
    
	
 
    	
 
    	
 
    
	
(vii)
    	
 
    	
cease to hold Senior Insurance Manager status (if applicable);   or
    
	
 
    	
 
    	
 
    
	
(viii)
    	
 
    	
do not comply with relevant Group policies including   the Group Code of Conduct, the Anti-Money Laundering and Counter Terrorism   Financing, the Group Anti-Bribery and Corruption Policy, or the PDMR Dealing   Rules; or
    
	
 
    	
 
    	
 
    
	
(ix)
    	
 
    	
you are not confirmed by the Nomination and   Governance Committee to be a suitable candidate for re-election by   shareholders; or
    
	
 
    	
 
    	
 
    
	
(x)
    	
 
    	
you are not re-elected as a Director by   shareholders; or
    
	
 
    	
 
    	
 
    
	
(xi)
    	
 
    	
you are retired from office under the Company’s Articles   of Association.
    


 

On termination of your appointment you shall resign from your office as Director of the Company and of any offices you hold in any of the Company’s Group companies.  Upon termination you will not be entitled to any compensation, other than accrued pro-rata fees, and you shall also cease to be a member of any Committee of the Board.  All records, documents, accounts, letters and papers of every description (including in particular Board and Committee agendas, minutes and papers) within your possession or control relating to the affairs and business of the Group are and will remain the property of the Company, and shall be returned to the Company forthwith on termination.

 

5











 

Confidentiality

 

During your appointment you will have access to confidential information regarding the business and financial affairs of the Company and those of its subsidiaries, undertakings and affiliates.  You must not, either during your appointment or afterwards, disclose to anyone or otherwise make use of this confidential information, except in the proper performance of your duties or as may be required by law or by any competent regulatory body.  This does not apply, however, to any information already in the public domain.

 

Your attention is also 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 me or the Company Secretary.

 

Data Protection

 

By signing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as appropriate:

 

(a)                                your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or

 

(b)                                information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

You consent to the Company making such information available to any of its group companies, those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company.

 

You also consent to the transfer of such information to the Company’s business contacts outside the European Economic Area in order to further its business interests.

 

Induction

 

Following your appointment, the Company will provide an induction programme which will include meetings with senior management and the Company’s auditor and will focus on areas of specific interest to you.  As part of your induction you will receive a briefing on your duties as a Director generally and as a Director of a company listed in the UK and HK.  You will also receive a briefing on your obligations under the Senior Insurance Managers Regime.

 

Board evaluation

 

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 me as soon as is appropriate.

 

6











 

Professional development

 

As a Director you are invited to appropriate educational and/or professional development programmes from time to time.  The Company Secretary will consult each Director annually to ascertain their specific professional development needs.  The Company will also provide you with relevant briefings affecting your duties as a Director.

 

Directors’ and officers’ protection

 

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.  A brief summary of the cover is available from Group Secretariat on request.

 

The Company also provides you with indemnity cover for Directors’ and Officers’ liability within the limitations imposed by law.  In addition, the Company provides you with a limited indemnity for certain personal liabilities you may suffer in the course of your appointment, subject again to applicable statutory and other limitations, pursuant to the Company’s constitutional documents or otherwise.

 

In addition, the Board has resolved to have a discretionary payments policy (subject to regular review), the existence of which Directors (executive and non-executive) and certain employees or members of the Prudential Group may rely on, to protect them from personal liability arising out of the bona fide performance of their duties on behalf of the Group.

 

Independent professional advice

 

Occasions may arise when you 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.  This would normally be arranged through the Company Secretary.  The Company will reimburse the full cost of expenditure incurred in accordance with the policy.  Details of the agreed procedure under which Directors may obtain such independent advice can be found in the Prudential Guidance Materials for Directors.

 

Governing law and jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The English courts have exclusive jurisdiction to settle any dispute arising in respect of it.

 

	
Yours sincerely
    	
 
    
	
 
    	
 
    
	
/s/ Paul Manduca
    	
 
    
	
 
    	
 
    
	
Paul Manduca
    	
 
    
	
Chairman
    	
 
    
	
Prudential plc
    	
 
    


 

7











 

Acknowledgement:

 

1.                   By signing this letter, I agree to its terms.

 

2.                   I acknowledge that this appointment letter does not constitute a contract of employment.

 

3.                   I confirm that by having accepted this appointment, I am able to allocate sufficient time to meet the demands of the role.

 

	
Signed: 
    	
/s/ Thomas R   Watjen
    	
 
    
	
 
    	
 
    
	
Dated:   July 2017
    	
 
    


 

8











 

Schedule 1 — Expiry date of current term

 

	
Appointment by
   Board
    	
 
    	
Initial election by
   shareholders at AGM
    	
 
    	
Notice period
    	
 
    	
Expiry of current term
   of appointment
    
	
11 July 2017
    	
 
    	
Due AGM 2018
    	
 
    	
6 Months
    	
 
    	
AGM 2021
    


 

Schedule 2 — Committee memberships as at 11 July 2017

 

Remuneration Committee

 

Schedule 3 — Time commitment and fees as at 11 July 2017

 

	
 
    	
 
    	
Number of
   regular
   scheduled
   meetings
    	
 
    	
Role
    	
 
    	
Approximate
   time
   commitment
    	
 
    	
Fees per annum
    	
 
    
	
Board
    	
 
    	
8
    	
 
    	
 
    	
 
    	
31 days
    	
 
    	
£
    	
97,000
    	
 
    
	
Audit  Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
23 days
    	
 
    	
£
    	
75,000
    	
 
    
	
 
    	
Member
    	
 
    	
15 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Risk    Committee
    	
 
    	
5
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
75,000
    	
 
    
	
 
    	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Remuneration    Committee
    	
 
    	
4
    	
 
    	
Chairman
    	
 
    	
18-23 days
    	
 
    	
£
    	
60,000
    	
 
    
	
 
    	
Member
    	
 
    	
5 days
    	
 
    	
£
    	
27,500
    	
 
    
	
Nomination   and Governance Committee
    	
 
    	
2
    	
 
    	
Member
    	
 
    	
4 days
    	
 
    	
£
    	
10,000
    	
 
    
	
Senior   Independent Director
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10-25 days
    	
 
    	
£
    	
50,000
    	
 
    


 

Note:

 

In addition to the regular scheduled meetings, the Committees may hold additional shorter meetings as relevant to discuss, for example, periodic financial reports, succession planning and other issues as they arise.

 

9