snn_Ex4(c)(xliv)



		

			Exhibit 4(c)(xliv)

		


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						Smith & Nephew plc


					

					

						T 44 (0) 20 7401 7646


					

					

						


				
	

					

						15 Adam Street


					

					

						F 44 (0) 20 7930 3353


					

					

						 


				
	

					

						London WC2N 6LA


					

					

						www.smith-nephew.com


					

					

						 


				
	

					

						England


					

					

						 


					

					

						 


				




		

			 

		





		
			Robin Freestone
		

		
			C/o Smith & Nephew plc
15 Adam Street
London
WC2N 6LA
		

		
			 
		

		
			18 February 2019
		

		
			 
		

		
			Dear Robin,
		

		
			 
		

		
			SMITH & NEPHEW plc (THE "COMPANY"): YOUR APPOINTMENT AS NON-EXECUTIVE DIRECTOR
		

		
			 
		

		
			Following the recommendation of the Nomination & Governance Committee, the Board of the Company (“the Board”) confirms that you will remain on the Board as a Non-Executive Director from 11 April 2019 for a further period of three years. In addition, you will be appointed Senior Independent Director with effect from the conclusion of the Annual General Meeting on that day.
		

		
			 
		

		
			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 be subject to your re-appointment as a Director at the Annual General Meeting to be held on 11 April 2019 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 are already aware of 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
		

		
			 
		

		
			


		 


		

			Registered No.324357 in England and Wales at the above address

		





 



		

			

		





		

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

		
			 
		

		
			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.          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 the various committees of the Board and attend wherever possible all meetings of such committees.  You are currently Chair of the Audit Committee, a member of the Remuneration Committee and have been appointed an additional member of the Nomination & Governance Committee with effect from 6 February 2019. You will be provided with the terms of reference of a committee on your appointment to such committees, which 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 in the latter part of the year;
		

		
			 
		

		
			
		

		
			


		 


		

			 

		





 



		

			

		





		

		
			 
		

		
			(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 Market Abuse regulations relating to 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).
		

		
			 
		

		
			5.          Overall the Company anticipates that you will need to spend a minimum of 15 days per year fulfilling your duties.  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.
		

		
			 
		

		
			6.          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 Code, a copy of which is available from the Company Secretary.
		

		
			 
		

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

		
			 
		

		
			8.          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.
		

		
			 
		

		
			OUTSIDE INTERESTS
		

		
			 
		

		
			The agreement of the Chairman 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.
		

		
			 
		

		
			RE-APPOINTMENT
		

		
			 
		

		
			Your re-appointment will be from 11 April 2019 and is terminable at the will of the parties. However, it is envisaged that it will be for an initial period of 36 months from the date of re-appointment.  The
		

		
			
		

		
			


		 


		

			 

		





 



		

			

		





		

		
			 
		

		
			continuation of your appointment depends upon satisfactory performance and re-election at subsequent Annual General Meetings.
		

		
			 
		

		
			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.
		

		
			 
		

		
			REMUNERATION
		

		
			 
		

		
			The fee is £69,500 per annum (subject to income tax and other statutory deductions) of which £6,500 will be delivered in shares. The shares will be purchased for you net of tax and statutory deductions in Quarter 3 each year. There is an additional allowance relating to inter-continental travel of £3,500 per trip In addition, you receive a fee of £20,000 as Senior Independent Director and Chair of the Audit Committee.
		

		
			 
		

		
			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 Company’s privacy policy, as in force from time to time.
		

		
			 
		

		
			
		

		
			


		 


		

			 

		





 



		

			

		





		

		
			 
		

		
			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.
		

		
			 
		

		
			I look forward to working with you in the future.
		

		
			 
		

			
					
						Yours sincerely

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Signature: /s/ Susan Swabey

					
					
						 

				
	
					
						Company Secretary

					
					
						 

				
	
					
						Date: February 18, 2019