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Independent Non-Executive Director (NED) Letter Agreement

When to use this template

This Agreement is suitable for large companies that appoint NEDs.

The specific type of NED appointed is an Independent NED, as identified by the UK Corporate Governance Code. It is envisioned this will account for the majority of NEDs appointed in companies.

The NED is hired under PAYE, and paid monthly in arrears for the days worked. In this manner, the NED can work a varying amount each month depending on company needs.

Despite this, strict provisions are provided as to what is expected of the NED.

The Agreement is structured as an employment letter, but signed as a deed.

Key issues covered in this template

  • Fee structure
  • Confidential information
  • NED duties
  • Requirements to join shareholder and board meetings
  • Company induction
  • Other directorships and business interests
  • Non-independent NEDs
  • Payment to NED via the HMRC Extra-Statutory Concession ESC/A37

What to watch out for

Because the payment structure is monthly in arrears, it is important to track when the NED actually works and pay this accordingly each month. Alternative fee structures could also be implemented.

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