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Non Executive Director Agreement

Non Executive Director Agreement Template for Austria

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for appointing a cybersecurity expert to our fintech company's board, with specific emphasis on data protection responsibilities and technology oversight duties, compliant with Austrian banking regulations."

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Document background
The Non-Executive Director Agreement is a crucial document used when appointing independent directors to a company's supervisory board in Austria. It serves as the primary contract defining the relationship between the company and the non-executive director, ensuring compliance with the Austrian Stock Corporation Act (Aktiengesetz) and corporate governance requirements. This document is essential for both listed and private companies seeking to strengthen their corporate governance structure through independent oversight. The agreement comprehensively covers appointment terms, duties, remuneration, liability protection, and compliance obligations, while addressing specific Austrian legal requirements for corporate board structures and director independence. It's particularly important given Austria's two-tier board system, where non-executive directors play a distinct supervisory role separate from executive management.
Suggested Sections

1. Parties: Identification of the Company and the Non-Executive Director

2. Background: Context of the appointment and brief company description

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Core duties as per Austrian Stock Corporation Act and company requirements

6. Time Commitment: Expected time dedication including board meetings and committee work

7. Board Committees: Participation in board committees and related responsibilities

8. Remuneration: Fees, payment terms, and any additional benefits

9. Expenses: Policy on reimbursement of expenses incurred in role performance

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Independence Requirements: Conditions to maintain independence as per Austrian law

12. Conflicts of Interest: Procedures for declaring and handling conflicts

13. Insurance and Indemnity: D&O insurance coverage and indemnification provisions

14. Termination: Circumstances and procedures for ending the appointment

15. Data Protection: Compliance with Austrian data protection requirements

16. Governing Law: Confirmation of Austrian law governance and jurisdiction

Optional Sections

1. Share Dealing Code: Required for listed companies, covering rules for trading company shares

2. Additional Directorships: Include when director holds other board positions requiring coordination

3. Committee-Specific Duties: Include when director will chair or serve on specific committees

4. International Travel: Include for companies with international operations requiring travel

5. Intellectual Property: Include when director may be involved in IP creation or management

6. Training and Development: Include for first-time directors or when specific training is required

7. Stakeholder Communication: Include for listed companies or those with specific stakeholder engagement requirements

Suggested Schedules

1. Schedule 1 - Board Meeting Schedule: Annual calendar of scheduled board and committee meetings

2. Schedule 2 - Remuneration Details: Detailed breakdown of fees, benefits, and payment arrangements

3. Schedule 3 - Company Policies: Key corporate policies requiring director compliance

4. Schedule 4 - Board Committee Terms of Reference: Terms of reference for committees the director will serve on

5. Schedule 5 - Declaration of Interests: Template for declaring potential conflicts of interest

6. Appendix A - Company Constitution Excerpt: Relevant sections of company constitution affecting director duties

7. Appendix B - D&O Insurance Summary: Summary of directors' and officers' liability insurance coverage

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Appointment
Articles of Association
Board
Board Committees
Company
Confidential Information
Corporate Governance Code
Director's Fees
Effective Date
Group
Independent Director
Management Board
Material Interest
Non-Executive Director
Regulated Information
Related Party
Supervisory Board
Term
Termination Date
Aktiengesetz
Business Day
Chairman
Code of Conduct
Conflict of Interest
D&O Insurance
Group Company
Intellectual Property Rights
Professional Duties
Stock Exchange Rules
Subsidiary
Trade Secrets
Working Hours
Clauses
Appointment
Term
Duties and Responsibilities
Time Commitment
Remuneration
Independence
Confidentiality
Conflicts of Interest
Board Committees
Professional Development
Insurance and Indemnification
Expenses
Termination
Data Protection
Company Policies Compliance
Share Dealing
Board Meetings
Reporting Requirements
Competition Restrictions
Intellectual Property
Record Keeping
Corporate Governance
Information Rights
Performance Review
Liability
Notice
Severability
Entire Agreement
Amendments
Governing Law
Dispute Resolution
Relevant Industries

Banking and Financial Services

Insurance

Manufacturing

Technology

Energy

Healthcare

Retail

Real Estate

Telecommunications

Transportation and Logistics

Professional Services

Media and Entertainment

Construction

Pharmaceuticals

Consumer Goods

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Finance

Risk Management

Internal Audit

Corporate Affairs

Executive Office

Relevant Roles

Non-Executive Director

Board Chairman

Chief Executive Officer

Company Secretary

General Counsel

Corporate Governance Officer

Head of Legal

Compliance Officer

Board Committee Chair

Chief Financial Officer

Human Resources Director

Industries
Austrian Stock Corporation Act (Aktiengesetz): Primary legislation governing stock corporations in Austria, including provisions on board structure, director duties, responsibilities, and liabilities
Austrian Commercial Code (Unternehmensgesetzbuch): Fundamental commercial law covering business operations, financial reporting requirements, and corporate obligations
Austrian Corporate Governance Code: Framework of rules and guidelines for responsible management and control of companies, particularly relevant for listed companies
Austrian Anti-Corruption Law (Korruptionsstrafrecht): Legislation concerning prevention of corruption and bribery, relevant for director duties and compliance obligations
Austrian Data Protection Act (Datenschutzgesetz): Regulations regarding handling of personal and corporate data, which directors must ensure compliance with
Austrian Social Security Law (Sozialversicherungsgesetz): Relevant for determining the social security status and obligations regarding non-executive directors
Austrian Income Tax Act (Einkommensteuergesetz): Tax regulations affecting director remuneration and benefits
Austrian Financial Market Authority Act (Finanzmarktaufsichtsgesetz): Relevant for companies in regulated sectors and director responsibilities regarding financial compliance
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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