THE GROUP AND/OR ALL
CIRCUMSTANCES IN RESPECT OF WHICH THERE IS OR MIGHT BE A CONFLICT OF INTEREST
BETWEEN YOU (AND INCLUDING WITHIN THIS OBLIGATION, YOUR SPOUSE AND DEPENDENT
CHILDREN) AND ANY COMPANY IN THE GROUP;
4.2.9
RENDER YOUR SERVICES IN A PROFESSIONAL AND
COMPETENT MANNER IN WILLING CO-OPERATION WITH OTHERS;
4.2.10
GIVE TO THE BOARD OR SUCH PERSONS AS IT SHALL
NOMINATE SUCH INFORMATION (IN WRITING OR OTHERWISE) REGARDING YOUR CONDUCT OF
THE AFFAIRS OF THE GROUP AS THEY SHALL REQUIRE;
4.2.11
AT ALL TIMES CONFORM TO THE REASONABLE POLICIES
AND DIRECTIONS OF THE BOARD OR OF ANYONE DULY AUTHORISED BY IT;
4.2.12
UNDERTAKE (WITHOUT ADDITIONAL REMUNERATION) SUCH
ADDITIONAL DUTIES FOR THE COMPANY OR ANY COMPANY WITHIN THE GROUP OR PARTICULAR
DIVISION OR BUSINESS WITHIN THE GROUP AS MAY BE DIRECTED FROM TIME TO TIME;
4.2.13
AT ALL TIMES USE BEST ENDEAVOURS TO OBSERVE ALL
LEGAL AND REGULATORY REQUIREMENTS IMPOSED ON THE COMPANY AND TO ENSURE THAT ALL
MATERIAL PREPARED BY YOU AND TO WHICH YOU CONTRIBUTE SHALL NOT KNOWINGLY BE
DEFAMATORY OR OTHERWISE BREACH ANY THIRD PARTY'S RIGHTS OR OTHERWISE BE
UNLAWFUL;
4.2.14
DO SUCH THINGS AS ARE NECESSARY TO ENSURE
COMPLIANCE BY YOURSELF, BEST BUY EUROPE, THE COMPANY OR ANY RELEVANT COMPANY IN
THE GROUP WITH THE COMBINED CODE ON CORPORATE GOVERNANCE OF THE UK LISTING
AUTHORITY (AS AMENDED FROM TIME TO TIME);
4.2.15
DO SUCH THINGS AS ARE NECESSARY TO ENSURE
COMPLIANCE BY YOURSELF, BEST BUY EUROPE, THE COMPANY AND ANY RELEVANT COMPANY IN
THE GROUP WITH THE UNITED STATES SARBANES-OXLEY ACT OF 2002, AS AMENDED FROM
TIME TO TIME;
4.2.16
COMPLY WITH ALL REQUIREMENTS, RECOMMENDATIONS OR
REGULATIONS, AS AMENDED FROM TIME TO TIME, OF THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, THE UK LISTING AUTHORITY (INCLUDING THE MODEL CODE, A COPY
OF WHICH IS AVAILABLE FROM THE COMPANY SECRETARY), THE FSA AND ALL OTHER
REGULATORY AUTHORITIES RELEVANT TO THE COMPANY AND THE GROUP AND ANY CODE OF
PRACTICE ISSUED BY THE COMPANY OR GROUP (AS AMENDED FROM TIME TO TIME) RELATING
TO DEALING IN THE SECURITIES (OR ANY FORM OF MARKET ABUSE AS DEFINED BY THE
FINANCIAL SERVICES AND MARKETS ACT 2000).
4.3
YOU SHALL NOT WITHOUT THE PRIOR CONSENT OF
THE BOARD:
4.3.1
ENTER INTO ON BEHALF OF BEST BUY EUROPE,
THE COMPANY OR ANY COMPANY IN THE GROUP ANY COMMITMENT, CONTRACT OR ARRANGEMENT
WHICH IS OTHERWISE THAN IN THE NORMAL COURSE OF BUSINESS OR IS OUTSIDE THE SCOPE
OF YOUR NORMAL
DUTIES OR IS OF AN UNUSUAL OR ONEROUS OR LONG TERM NATURE OR WHICH IS REQUIRED
UNDER ANY CORPORATE DOCUMENTS GOVERNING THE BEST BUY EUROPE OR ANY ENTITY IN THE
GROUP, INCLUDING ANY SHAREHOLDERS' AGREEMENT TO BE APPROVED BY THE BOARD;
4.3.2
ENGAGE ANY PERSON ON TERMS WHICH VARY FROM
THOSE ESTABLISHED FROM TIME TO TIME BY RESOLUTION OF THE BOARD.
4.4
SUBJECT TO CLAUSE 4.5 YOU SHALL DEVOTE THE
WHOLE OF YOUR TIME AND ATTENTION AND ABILITIES TO THE BUSINESSES AND AFFAIRS OF
BEST BUY EUROPE AND OF ANY