ex4c21martha_wyrschx-xap






1-3 Strand  London WC2N 5EH  www.nationalgrid.com          National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 1    20 July 2021    Martha B. Wyrsch   723 Snowmass Club Circle #92  POB 5061  Snowmass Village  CO 81615   USA    Appointment as Non-executive Director    Further to the approval by the Board of National Grid plc (the “Company”), and subject to agreement  of these terms and conditions by you, I am delighted to advise that your appointment as a Non- executive Director of the Company will be effective 1 September 2021.  This letter sets out the terms  of your appointment.  It is agreed that this is a contract for services and not a contract of employment.      Appointment    Your appointment, commencing on 1 September 2021, will be subject to your election by  shareholders at the Company's Annual General Meeting (“AGM”) in 2022, following which it is  expected that you will be subject to annual re-election by shareholders, unless your appointment is  otherwise terminated earlier in accordance with the Company's Articles of Association as amended  from time to time (the “Articles”) or by and at the discretion of either the Board or you upon 1 month’s  written notice.  Continuation of your contract of appointment is therefore contingent on satisfactory  performance and re-election by shareholders at forthcoming AGMs.      In the event that shareholders do not support your appointment or other shareholder action  terminates your appointment you will not be entitled to receive damages for breach of contract and  will not be entitled to any other compensation (or payment in lieu of notice).      Non-executive Directors are typically expected to serve one three-year term, and extended annually  thereafter, subject to the terms of this letter; any extension to this is subject to review by the  Nominations Committee (prior to making recommendations to the Board) having regard to the UK  Corporate Governance Code.    Time Commitment    Overall, we anticipate a time commitment of approximately 2-21/2 days on average per month, after  the induction phase, taking into account reading and preparation time for Board and Committee  meetings. This will include attendance at Board meetings (estimated 6 scheduled meetings per year)  plus strategy sessions, ad hoc and emergency meetings, Committee meetings, the AGM and any  general meetings. It is intended that certain Board meetings will be held at the Company's  operational sites (in the UK and US)).       The average time commitment stated above will increase should you become a committee member  or chair, or if you are given additional responsibilities, such as being appointed the Senior  Independent Director. Details of the expected increase in time commitment will be covered in any  relevant communication confirming the additional responsibility.    DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C 





 






  National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 2    Following your induction, as a Non-executive Director you will also be expected to undertake at least  one site visit per year to the business, the location to be agreed with me or the Chief Executive.       In addition, you will be expected to devote appropriate preparation time ahead of each meeting and  such other time as is reasonably required to discharge your duties as a Director (for example if the  Company is involved in increased activity because it is involved in a major transaction).    If you are unable to attend a meeting, you should notify the Group General Counsel & Company  Secretary and prior to the meeting communicate your opinions and comments on the matters to be  considered to me or the relevant Committee chair so they can be taken into account at the meeting.    Role    All Directors, both Non-executive and Executive, have the same general legal responsibilities to the  Company. The Board as a whole is collectively responsible for debating and approving the strategic  direction of the Company and for promoting the success of the Company for the benefit of its  members by directing and supervising the Company's affairs.  All Directors must therefore take  decisions objectively in the interests of the Company, in compliance with their statutory and fiduciary  duties, and not do anything which is harmful to the Company or its business.      All Directors are expected to comply with the Company’s policies, procedures, rules and regulations  from time to time in force, including in particular, the Company’s Code of Ethics and its Share Dealing  Code.      The Board:   provides effective business leadership of the Company within a framework of prudent and  effective controls which enable risk to be assessed and managed;   sets the Company's strategic aims, ensures that the necessary financial and human  resources are in place for the Company to meet its objectives, and reviews management  performance; and   sets the Company's values and standards and ensures that its obligations to its  shareholders and others are understood and met.    In addition to these requirements of all Directors, the role of the Non-executive Director has the  following key elements:     Strategy: Non-executive Directors should constructively challenge and contribute to the  development of strategy;   Performance: Non-executive Directors should scrutinise the performance of management  in meeting agreed goals and objectives and monitor the reporting of performance;   Risk: Non-executive Directors should satisfy themselves that the financial function of the  Company is professionally managed and that financial controls and systems of risk  management are robust and defensible; and   People: Non-executive Directors are responsible for determining appropriate levels of  remuneration for Executive Directors and have a prime role in appointing, and where  necessary removing, senior management, and in succession planning.    DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C 





 






  National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 3    You should also have regard to the Revised Guidance on Board Effectiveness, issued by the  Financial Reporting Council in July 2018, of which an extract summarising the role of a Non- executive Director is set out at Schedule 1 to this letter.    Committees    Initially, you have been invited to serve on the Remuneration and Safety & Sustainability  Committees.         Terms of Reference of all Board Committees are available to view in the Director Resource Centre  on BoardVantage.     Fees    This letter sets out the only payments you will receive for performing your duties in accordance with  this letter.  Accordingly, no other remuneration or benefits will be provided and, in particular, you will  not participate in any of the Company’s remuneration or benefit programmes, arrangements,  schemes or plans.     As a US-based Director, you will be paid £84,400 per annum and you will also be entitled to a  Committee membership fee of £11,000 per annum per Committee membership. NB: The Committee  membership fee does not currently apply to the People & Governance Committee. Subject to the  paragraph entitled ‘Termination’ below, in the event of termination of your appointment for any  reason, you will receive the fees paid pro rata through to your final date as a member of the Board.    These payments will be made monthly on or around 15th day of each month and will be pro-rated  from the date of your appointment.  You will not receive any further fees for membership of, or  attendance at, any ad hoc Board or Committee meetings.  If, for a reason related to illness, disability  or injury, you are unable to carry out your duties, payment of any fee(s) during any period of  incapacity will be at the discretion of the Board.     The Company will reimburse you, in accordance with the Articles and any expenses procedures  from time to time in force, for any reasonable expenses properly incurred in performing your duties.   All expenses must be properly documented.  Details regarding travel are set out in the Travel  Guidelines for Directors document in the Directors’ information pack, which may change from time  to time.    The Executive Committee and Board will review the above fees from time to time and they are  therefore subject to change.  All fees and payments will be made subject to any tax or other  deductions required to be made by the Company.    Outside interests    The Board has noted your other significant commitments. By confirming this appointment, you have  agreed that you are able to allocate sufficient time to meet the expectations of your role including  appropriate preparation time.    It is accepted and acknowledged that you have business interests other than those of the Company.   As a condition to your appointment commencing, you are required to declare any such directorships,  appointments and interests in writing.   DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C 





 






  National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 4      Unless specifically authorised to do so by the Board, you will not enter into any legal or other  commitment or contract on behalf of the Company.    In the event that you become aware of any potential conflicts of interest, these should be disclosed  to me and/or the Group General Counsel & Company Secretary as soon as apparent.  Where an  interest may give rise to a conflict of interest with the Company or any of its subsidiaries or associate  companies, the interest and potential conflict will need to be disclosed to the Board and its prior  consent obtained.    Additionally, if at any time you are considering acquiring any new business interest (including as  described in the letter to you regarding initial disclosures on appointment), you should raise the  matter initially with me and/or the Group General Counsel & Company Secretary; it will then go to  the Board for approval at the appropriate time (and after public announcement if deemed  appropriate).      Independent status    The Board has determined you to be independent according to the provisions of the UK Corporate  Governance Code.  As an independent Director it is important that you remain independent in  character and judgement.  If you become aware of anything that may affect, or could appear to  affect, this determination of independence, this should be disclosed to me and/or the Group General  Counsel & Company Secretary as soon as apparent.    Confidentiality    You will, naturally, during your appointment and following its termination not disclose or  communicate to any person (except as required by law or in the course of the proper performance  of your duties under this letter, or with the consent of the Board) nor use for your own account or  advantage any private or confidential information in any form whatsoever relating to the Company  or any of its subsidiaries or associate companies (“Confidential Information”) which you obtained  during your appointment or otherwise.  Additionally, you will use your best endeavours to prevent  the unauthorised use or disclosure of any such Confidential Information, other than as required by  law or regulatory authority.    This restriction will continue to apply after your appointment ends without limit in time but will not  apply to information which becomes public, unless through unauthorised disclosure by you. After  your appointment ends you will return all documents and information (whether written, visual or  electronic) under your control which belong to the Company.    Your attention is also drawn to the requirements under both legislation and regulation together with  Company policies and procedures as to the disclosure of ‘inside’ or ‘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 Group General Counsel & Company Secretary.            DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C 





 






  National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 5    Induction    You will be provided with a comprehensive, formal and tailored induction to the Company and its  businesses based on your experience and background and on which Committees you are to serve.   You will also receive a Directors' information pack comprising information on the Company’s  businesses and operations together with matters relating to corporate governance and corporate  responsibility.  We will also arrange various site visits and meetings with senior and middle  management and the Company's auditors.  We will arrange for you to meet major shareholders as  appropriate.     Should you feel you require additional information on any area please contact the Group General  Counsel & Company Secretary to arrange this.    Review Process    The performance of individual Directors, the Board and Board Committees is evaluated annually.  If,  in the interim, there are any matters which cause you concern in relation to your role you should  discuss them with me as soon as is appropriate.  I will also regularly review and agree your training  and development needs.     Termination    We may terminate your appointment with immediate effect if you:    a) commit a material breach of your obligations under this letter; or  b) 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  c) 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  d) 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  e) are declared bankrupt or have made an arrangement with or for the benefit of your creditors;  or  f) are disqualified from acting as a director.    On termination of your appointment, you shall at the request of the Company resign from your office  as a director of the Company and all offices held by you in any Group company.    If there are matters which arise which cause you concern about your role you should discuss them  with me. If you have any concerns which cannot be resolved, and you choose to resign for that, or  any other, reason, you should provide an appropriate written statement to me for circulation to the  Board.    Directors’ Indemnity and Liability Insurance    In the event that you are made a party or are threatened to be made a party to any threatened,  pending or completed action, suit, investigation, or proceeding, whether civil, criminal, administrative  DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C 





 






  National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 6    or investigative by reason of the fact that you are or were a Director of the Company, the Company  shall indemnify you against expenses (including legal fees) actually and reasonably incurred by you  in connection with such action, suit or proceeding and against judgments, fines and amounts paid  in settlement in connection with such action, suit or proceeding to the fullest extent permitted by the  Companies Act 2006, as amended, and any other applicable law or regulation, from time to time in  effect.  Such right of indemnification shall be without prejudice to any other rights to which you may  be entitled and shall be effective from the date on which your appointment as a Director first has  effect.  The terms and conditions of this indemnity are set out in a separate deed of indemnity entered  into or to be entered into between you and the Company.     The Company has Directors’ and Officers’ liability insurance and currently intends to maintain such  cover for the full term of your appointment.  A summary of the cover is available to view in the  Director Resource Centre on BoardVantage.    Independent Professional Advice    Occasions may arise when you consider that you need independent professional advice in the  furtherance of your duties as a Director.  Please advise me or the Group General Counsel &  Company Secretary should you wish to seek such advice.  The Company will reimburse reasonable  costs incurred in respect of such advice, in accordance with the UK Corporate Governance Code  and any relevant Company policy.    Disclosure of interests in transactions and Dealings in Shares    Under the Companies Act 2006, where a Director of a company is in any way, directly or indirectly,  interested in a proposed transaction or arrangement with the Company or one that has been entered  into by the Company, he must declare the nature and extent of that interest.  You may give any such  notice at a meeting of the Directors, in writing or by general notice.    During the continuance of your appointments you will be expected to comply (and to procure that  your closely associated persons, usually spouse and dependent children, comply) where relevant  with any rule of law or regulation of any competent authority or of the Company from time to time in  force in relation to dealings in shares, debentures and other securities of the Company and ‘inside’  or  ‘price sensitive’ information affecting the shares, debentures and other securities of the Company.   A copy of the Company’s Share Dealing Code is provided on the Directors’ Dashboard on  BoardVantage.     Directors’ Duties  You will have particular regard to the general duties of directors as set out in Part 10, Chapter 2 of  the Companies Act 2006, including the duty to promote the success of the company under Section  172 of the Act:    “A director of a company must act in the way they consider, in good faith, would be most likely to  promote the success of the company for the benefit of its members as a whole, and in doing so have  regard (amongst other matters) to -  a) the likely consequences of any decision in the long term,  b) the interests of the company's employees,  c) the need to foster the company's business relationships with suppliers, customers and  others,  DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C 





 






  National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 7    d) the impact of the company's operations on the community and the environment,  e) the desirability of the company maintaining a reputation for high standards of business  conduct, and  f) the need to act fairly as between members of the company.”    You should also have regard to, and your appointment is subject to, your duties as a Director in light  of the Articles, applicable general law, the Companies Act 2006, the Listing, Prospectus, Disclosure  Guidance and Transparency Rules of the Financial Conduct Authority, the UK Corporate  Governance Code and obligations arising as a result of the Company’s American Depositary Shares  being listed on the New York Stock Exchange, as set out in the relevant section in the Director  Resource Centre on BoardVantage.    The Company currently has no share ownership requirements for its Non-executive Directors.    Governing Law    The agreement contained in this letter and any non-contractual obligations arising out of or in  connection with it shall be governed by, and construed in accordance with English law and shall be  subject to the exclusive jurisdiction of the English courts.    Entire Agreement    This appointment letter represents the entire understanding, and constitutes the whole agreement,  in relation to your appointment and supersedes any previous agreement between yourself and the  Company with respect thereto.    On a personal level, I am delighted that you have agreed to accept this appointment to the Board of  the Company and I look forward to our building a good working relationship.    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, incorporating the  GDPR) in accordance with the Company’s privacy notice as applicable to you as a contractor for  these purposes.    You will comply at all times with the Company’s data protection policy, a copy of which will be  provided to you.                    DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C 





 






  National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 8    Please acknowledge receipt and acceptance of the above terms by signing and returning the  enclosed copy of this letter.          Paula Rosput Reynolds  Chair  For and on behalf of National Grid plc      I hereby acknowledge receipt of and accept the terms set out in this letter.        Signed .....................................  Martha B. Wyrsch    Dated ......................................  DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C 20/7/2021 





 






  National Grid plc, Registered Office: 1-3 Strand, London WC2N 5EH.   Registered in England and Wales No. 4031152 9    Schedule 1  Guidance for Non-Executive Directors  (extracted from the July 2017 FRC Guidance on Board Effectiveness)    Non-executive directors should, on appointment, devote time to a comprehensive, formal and  tailored induction that should extend beyond the boardroom. Initiatives such as partnering a non- executive director with an executive board member may speed up the process of them acquiring an  understanding of the main areas of business activity, especially areas involving significant risk. They  should expect to visit operations and talk with managers and non-managerial members of the  workforce. A non-executive director should use these conversations to better understand the culture  of the organisation and the way things are done in practice, and to gain insight into the experience  and concerns of the workforce.    It is vital that non-executive directors have sufficient time available to discharge their responsibilities  effectively. The time commitment to engage with shareholders and other key stakeholders and get  to know the business can be considerable. It is advisable for non-executive directors to assess the  demands of their portfolios and other commitments carefully before accepting new appointments.  They should devote time to developing and refreshing their knowledge and skills to ensure that they  continue to make a positive contribution to the board and generate the respect  of the other directors.    Non-executive directors need to insist on receiving high-quality information sufficiently in advance  so that there can be thorough consideration of the issues prior to, and informed debate and  challenge at, board meetings. They should seek clarification or amplification from management  where they consider the information  provided is inadequate or lacks clarity.    Board papers and supporting information should:   be accurate, clear, comprehensive and up-to-date;   contain a summary of the contents of any paper; and   inform the director what is expected of them on that issue.    It is important that non-executive directors do not operate exclusively within the confines of the  boardroom but have a good understanding of the business and its relationships with significant  stakeholders. Accordingly, it is advisable for them to take opportunities to meet shareholders, key  customers and members of the workforce from all levels of the organisation.          DocuSign Envelope ID: 5AE64DCA-E431-4660-B816-EA68CD87465C