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Independent Director Agreement

Independent Director Agreement Template for Belgium

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement under Belgian law for our listed technology company, starting March 1, 2025, with specific provisions for ESG oversight responsibilities and cybersecurity expertise requirements."

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Document background
The Independent Director Agreement is a crucial document used when appointing independent directors to company boards in Belgium. It is designed to comply with the Belgian Code of Companies and Associations and the Belgian Corporate Governance Code 2020, establishing clear parameters for the director's role while ensuring their independence. This agreement is particularly important for both listed and larger private companies requiring independent board oversight. It contains detailed provisions regarding independence criteria, duties, remuneration, liability, and confidentiality obligations. The document serves as a cornerstone of good corporate governance, protecting both the company's and the director's interests while ensuring compliance with Belgian legal and regulatory requirements. It's especially relevant in contexts where enhanced corporate governance, transparency, and independent oversight are essential.
Suggested Sections

1. Parties: Identification of the company and the independent director

2. Background: Context of the appointment and confirmation of director's independence status

3. Definitions: Key terms used throughout the agreement

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

5. Independence Criteria: Detailed criteria confirming the director's independence as per Belgian law

6. Duties and Responsibilities: Core duties as board member and specific responsibilities as independent director

7. Time Commitment: Expected time dedication to board and committee activities

8. Remuneration: Details of fees, expenses, and any other benefits

9. Confidentiality: Obligations regarding company confidential information

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

11. Liability and Indemnification: Scope of liability and indemnification provisions

12. Insurance: D&O insurance coverage details

13. Termination: Conditions and procedures for ending the appointment

14. Governing Law and Jurisdiction: Confirmation of Belgian law application and dispute resolution

15. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Committee Appointments: Used when the director will serve on specific board committees

2. Stock Exchange Compliance: Required for listed companies, covering trading windows and insider trading rules

3. Share Ownership Requirements: Include if the company requires directors to hold company shares

4. Additional Board Positions: Restrictions or requirements regarding other directorships

5. Technology and Resources: Details of company equipment or resources provided to the director

6. Training and Development: If specific training or development programs are required

7. Environmental, Social and Governance (ESG): For companies with specific ESG commitments requiring director oversight

8. International Travel: Include if role requires significant international travel

Suggested Schedules

1. Independence Declaration: Formal declaration of independence meeting Belgian legal requirements

2. Remuneration Schedule: Detailed breakdown of fees, attendance allowances, and benefits

3. Board Calendar: Annual schedule of board and committee meetings

4. Company Policies: Key corporate policies requiring director compliance

5. D&O Insurance Details: Summary of insurance coverage and policy details

6. Committee Terms of Reference: If applicable, terms of reference for committees the director will join

7. Conflict of Interest Policy: Detailed procedures for handling conflicts of interest

8. Code of Conduct: Company's code of conduct and ethics guidelines

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
Business Day
Company
Company Group
Confidential Information
Corporate Governance Code
Director's Fees
Effective Date
General Meeting
Independence Criteria
Independent Director
Insider Information
Intellectual Property Rights
Material Interest
Parent Company
Related Party
Related Party Transaction
Relevant Securities
Subsidiary
Term
Termination Date
Territory
Code of Companies and Associations
Conflict of Interest
D&O Insurance
Board Rules
Governing Bodies
Professional Secret
Compliance Policies
Corporate Opportunities
Force Majeure
Clauses
Appointment
Term
Independence Requirements
Duties and Responsibilities
Time Commitment
Board Meetings
Committee Service
Remuneration
Expenses
Confidentiality
Conflicts of Interest
Non-Competition
Corporate Opportunities
Director's Powers
Board Policies Compliance
Information Rights
Company Property
Intellectual Property
Data Protection
Record Keeping
Insurance
Indemnification
Liability
Termination
Notice
Resignation
Good Faith
Entirety of Agreement
Severability
Assignment
Amendments
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Notices
Third Party Rights
Waiver
Survival
Relevant Industries

Financial Services

Banking

Insurance

Technology

Manufacturing

Healthcare

Energy

Telecommunications

Real Estate

Consumer Goods

Professional Services

Media and Entertainment

Pharmaceuticals

Transportation and Logistics

Mining and Natural Resources

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Executive Office

Risk Management

Corporate Affairs

Investor Relations

Relevant Roles

Independent Director

Board Member

Non-Executive Director

Company Secretary

Chief Legal Officer

General Counsel

Corporate Governance Officer

Board Chairman

Compliance Officer

Chief Executive Officer

Corporate Secretary

Head of Legal

Governance Manager

Industries
Belgian Code of Companies and Associations (2019): The primary legislation governing company law in Belgium, including provisions on director duties, responsibilities, appointment procedures, and corporate governance requirements
Belgian Corporate Governance Code 2020: Sets out recommendations and guidelines for good corporate governance, including specific criteria for director independence
Belgian Income Tax Code: Governs the taxation of director fees and benefits, including specific provisions for independent directors
Belgian Social Security Legislation: Regulations concerning the social security status of company directors, particularly their self-employed status
Belgian Economic Law Code: Relevant provisions regarding business practices, competition, and economic relationships
EU Market Abuse Regulation (MAR): For listed companies, regulations regarding insider trading and market manipulation that directors must comply with
Belgian Law on Related Party Transactions: Specific provisions regarding transactions between the company and its directors, requiring special procedures and disclosures
Belgian Privacy Law and GDPR: Regulations concerning the processing of personal data, relevant for director's personal information handling
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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