๐Ÿ‘ฉโ€๐Ÿ’ผ Non-Executive Director Agreement

About this category

A non-executive director agreement is a contract between a company and an individual who has been appointed as a non-executive director of the company. The agreement sets out the terms and conditions of the appointment, including the duties and responsibilities of the non-executive director, the remuneration, and the length of the appointment.

Note: Working on a legal issue? Try our AI Legal Assistant - It's free while in beta ๐Ÿš€

Use our legal assistant

๐Ÿ‘ฉโ€๐Ÿ’ผ Non-Executive Director Agreement

templates

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.

Contract template sketch
2
An outline stencil of a pencil to represent the number of uses this contract template has had.
1
Share icon, to represent the number of times this template has been shared by Genie AI users
0

Associated business activities

Hire a non-executive director

1. They can provide an objective perspective on the board's decisions. 2. They can help to ensure that the board is complying with its legal and fiduciary responsibilities. 3. They can provide valuable insights and expertise on a range of issues that the board may not have otherwise considered.