EX-4(c)(xiv)



 Exhibit 4(c)(xiv) 

30 October 2013 
 Roberto Quarta 

15, Adam Street, 
 London WC2N 6LA 

Dear Mr Quarta, 
 SMITH & NEPHEW plc
(THE “COMPANY”) AND YOUR APPOINTMENT 
 AS NON-EXECUTIVE DIRECTOR AND CHAIRMAN ELECT 

Following the recommendation of the Nomination & Governance Committee, the board of the Company (“the Board”) is pleased to hear that you
have accepted our offer to join the Board as Non-Executive Director and Chairman Elect with effect from 4 December 2013. It is expected that you will be appointed Chairman of the Company following the Annual General Meeting on 10 April
2014, on the retirement of Sir John Buchanan, although it is possible that you might be required to assume the position of Chairman at an earlier date. 

This letter confirms the main terms of your appointment to this office. It is agreed that this is a contract for services and not a contract of employment.
You should be aware that your re-appointment will have to be ratified by the Company’s shareholders at the Annual General Meeting to be held on 10 April 2014 and is subject to the Company’s articles of association as amended from time
to time. If there is a conflict between the terms of this letter and the articles of association then the articles shall prevail. 
 DUTIES 

 

	1.	You have already been informed how the Board is structured and what authorities are delegated to the Chief Executive Officer and his colleagues. 


 

	2.	The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. The Board’s role is to: 


 

	 	(a)	provide entrepreneurial leadership to the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; 


 

	 	(b)	set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and 


 

	 	(c)	set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met. 


  
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	3.	In your role as Non-Executive Director you are required (with the other Non-Executive Directors) to: 

  

	 	(a)	constructively challenge and contribute to the development of strategy; 

  

	 	(b)	scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; 

  

	 	(c)	satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible; and 


 

	 	(d)	have a prime role in appointing, and where necessary removing, senior management and in succession planning and where required by the relevant policy of the Company from time to time be responsible for determining
appropriate levels of remuneration of executive directors. 

  

	4.	On appointment as Chairman, you will additionally be required to: 

  

	 	(a)	provide coherent leadership of the Company, including, in conjunction with the Chief Executive Officer and Chief Financial Officer, representing the Company to customers, suppliers, governments, shareholders, financial
institutions, the media, the community and the public; 

  

	 	(b)	ensure the Board continues to maintain and build on the reputation of the Company; 

  

	 	(c)	provide leadership to the Board and interface with the Chief Executive Officer; 

  

	 	(d)	develop an active, challenging and committed Board and elicit its consensus view; 

  

	 	(e)	set the tone, values and ethics of the Board and thereby the Company by upholding the highest standards of integrity and probity; 

  

	 	(f)	ensure good communications between Board meetings and see that the Board receives full and proper information; 

  

	 	(g)	ensure that the Board takes responsibility for strategy and key decisions by: 

  

	 	(i)	making sure that it is engaged in setting objectives and assessing strategy; and 

  

	 	(ii)	ensuring that it focuses on key tasks; 

  

	 	(h)	keep up the pace and, where appropriate, the pressure by pushing for top corporate performance, taking an independent perspective on management’s performance and ensuring that there is a leadership and
organisation; 

  

	 	(i)	guide and appraise the Chief Executive Officer by giving guidance and leadership, assisting in setting strategy and balancing the power and authority of the Chief Executive Officer; and 


  
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	5.	You will be required to: 

  

	 	(a)	exercise relevant powers under the Company’s Articles of Association; 

  

	 	(b)	perform your duties faithfully, efficiently and diligently and use all reasonable endeavours to promote the interests and reputation of the Company; 


 

	 	(c)	serve on various committees of the Board and attend wherever possible all meetings of such committees. You will be provided with the terms of reference of a committee on your appointment to such committees and are
available from the Company Secretary; 

  

	 	(d)	attend all Annual General Meetings and other General Meetings of the Company; 

  

	 	(e)	attend all meetings of the Board, which normally meets at least six times a year, normally at 15 Adam Street, London WC2N 6LA (at least one meeting per year is held at one of the major divisions, and additional Board
calls are held between physical meetings); 

  

	 	(f)	attend the Annual Strategy Review, which is usually held off-site over two days in September; 

  

	 	(g)	consider all relevant papers in advance of each meeting in order to ensure that you can play a full part in the work of the Board and its committees; 


 

	 	(h)	bring independent judgement to bear on issues of strategy, policy, resources, performance and standards of conduct; 

  

	 	(i)	make yourself available (on reasonable notice) to provide ad hoc advice to individual directors of the Company. We do not envisage that this would take more than three days of your time a year; 


 

	 	(j)	provide guidance and direction in planning, developing and enhancing the future strategic direction of the Company; 

  

	 	(k)	share responsibility with the other directors for the effective control of the Company and with the other non-executive directors for the supervision of the executive directors; 


 

	 	(l)	comply with the Financial Conduct Authority’s Model Code for securities transactions by directors of UK listed companies and with any code of conduct relating to securities transactions by directors and specified
employees issued by the Company from time to time (the Smith & Nephew Code of Dealing in Securities has been sent to you and further copies are available from the Company Secretary); 


  
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	6.	Overall the Company anticipates that you will need to spend 3 days a month in your role as Non-Executive Director and Chairman Elect. On appointment as Chairman, you will need to commit to between 80 and 100 days per
year in your role. This will include the Board Meetings, Annual General Meetings, one Board away-day each year and Board committee meetings. In addition you will be expected to spend an appropriate period of time preparing for each meeting and be
prepared to be available for additional meetings and business when required. By accepting this appointment you confirm that you are able to commit sufficient time to the role to meet the Company’s expectations. 


 

	7.	The Company seeks to adhere to the principles in The UK Corporate Governance Code. You will be expected to carry out your duties in accordance with the principles set out in this reports, copies of which are available
from the Company Secretary. 

  

	8.	The performance of the Board and its committees, and of individual directors, is evaluated on a regular basis. 

  

	9.	You shall, in pursuance of your duties, be entitled to request such information from the Company, its subsidiary undertakings (as defined in section 1162 of the Companies Act 2006 as amended from time to time) or its or
their employees, consultants or professional advisers as may be reasonably necessary to enable you to perform your role effectively. The Company shall use its reasonable endeavours to provide such information promptly. 


CONFIDENTIALITY 
 During the course of your duties you
will have access to confidential information belonging to the Company and its subsidiary undertakings (including, but not limited to, details of suppliers, customers, margins, know-how, marketing and other relevant business information).
Unauthorised disclosure of this information could seriously damage the Company. You therefore undertake not to use or disclose such information save in pursuance of your duties or in accordance with any statutory obligation or court or similar
order. 
 Your attention is drawn to the rules relating to the disclosure of price sensitive information. You must not make any statement or do anything
which may be a breach of these rules without prior clearance from the Company Secretary. 

  
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 OUTSIDE INTERESTS 

The agreement of the Nominations & Governance Committee should be sought before you accept any new outside interests which might affect the time you
are able to devote to this appointment. 
 In accordance with the principles set out in The UK Corporate Governance Code you must inform the Company
Secretary of any interests which you have, or acquire, which might reasonably be thought to jeopardise your independence from the Company. 
 During your
appointment you must not take up any office or employment with, or have any interest in, any firm or company which is or may be in direct or indirect competition with the Company. 

The Board has determined you to be independent, according to the provisions of The UK Corporate Governance Code. 

INSURANCE 
 During your appointment you will be covered by
the Company’s directors’ and officers’ liability insurance on the terms in place from time to time. Details of the policy are available from the Company Secretary. The Company does not guarantee to maintain this insurance cover after
the termination of your appointment, but you will continue to be covered by the policy or any replacement on the same basis as the rest of the Board. 
 A
deed of indemnity will be put in place between you and the Company. 
 APPOINTMENT 

Your appointment as Non-Executive Director and Chairman Elect will be from 4 December 2013 and is terminable by six months’ notice from either the
Company or yourself. Your appointment as Chairman will be confirmed following the Annual General Meeting on 10 April 2014, subject to your election by the shareholders. Your appointment will be for an initial period of 36 months and the
continuation of your appointment, and your appointment of Chairman, depends upon satisfactory performance in the opinion of the Board. 
 All appointments
and reappointments to the Board are, of course, subject to the Company’s articles of association. If you are not re-elected to your position as a director of the Company by the shareholders at any time and for any reason then this appointment
shall terminate automatically and with immediate effect. 
 On termination of the appointment your only entitlement shall be to such fees as may have
accrued to the date of termination together with reimbursement in the normal way of any expenses properly incurred prior to that date. 

  
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 REMUNERATION 

The fee is £63,000 per annum (subject to income tax and other statutory deductions) and will be reviewed each year. On appointment as Chairman, this
fee shall increase to £400,000 of which £100,000 will be delivered in shares. The shares will be purchased for you net of tax and statutory deductions in August each year. There is an additional allowance relating to inter-continental
travel of £3,500 per trip. These fees will remain fixed for a two year period and shall be reviewed again in February 2016. 
 EXPENSES

 The Company will reimburse you for any expenses that you may incur properly and reasonably in performing your duties and which are properly
documented. Such expenses would include reasonable legal fees if circumstances should arise in which it was necessary for you to seek separate legal advice about the performance of your duties. In such a situation, you are required to discuss the
issue with the Senior Independent Director in advance. 
 INDEPENDENT PROFESSIONAL ADVICE 

In some circumstances you may think that you need professional advice in the furtherance of your duties as a director. It may also be appropriate for you to
seek advice from independent advisers at the Company’s expense. The Company will reimburse the full cost of any expenditure incurred. 
 DATA
PROTECTION 
 By signing this agreement you consent to the Company holding and processing information about you which it may acquire during the course of
this agreement, providing such use is in accordance with the Data Protection Act 1998. 
 THIRD PARTY RIGHTS 

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement. No person other than the parties to this agreement shall have any rights
under it and it will not be enforceable by any person other than the parties to it. 
 ENTIRE AGREEMENT 

This agreement constitutes the entire and only agreement between you and any Group Company relating to your appointment with the Company. 

Any previous agreement or arrangement between you and the Company or any Group company shall be deemed to have been terminated by mutual consent as from the
commencement of this appointment. 
 Please sign and return the enclosed copy of this letter to confirm your agreement to your appointment on the above
terms. 

  
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 I look forward to working with you in the future. 

Yours sincerely 
 /s/ Susan Swabey 

Susan Swabey 
 Company Secretary 

I, Roberto Quarta, agree to the above terms of appointment as non-executive director and Chairman Elect of Smith & Nephew plc. 

 

			
		
	Name	 	/s/ Roberto Quarta
		
	Date	 	30 October 2013


  
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