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Non Executive Director Agreement

Non Executive Director Agreement Template for Belgium

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement under Belgian law for appointing a senior finance professional to our listed technology company's board, with specific provisions for audit committee membership and complex remuneration including share options, starting March 2025."

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Document background
The Non Executive Director Agreement is a crucial document used when appointing independent board members to provide oversight and strategic guidance to Belgian companies. This agreement is essential for ensuring compliance with Belgian corporate law and governance requirements, particularly the Belgian Companies and Associations Code and the Corporate Governance Code 2020. It is commonly used by both listed and private companies seeking to strengthen their board composition with independent expertise. The document covers key aspects such as appointment terms, independence criteria, duties, remuneration, and liability provisions, while addressing specific Belgian legal requirements regarding director responsibilities and corporate governance standards. It's particularly important for companies seeking to maintain strong corporate governance practices and ensure transparency in board appointments.
Suggested Sections

1. Parties: Identification of the company and the non-executive director

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Formal appointment as non-executive director and duration of the appointment

5. Role and Duties: General and specific responsibilities as a non-executive director under Belgian law

6. Time Commitment: Expected time dedication to board and committee duties

7. Independence Requirements: Confirmation of independence criteria under Belgian Corporate Governance Code

8. Remuneration: Fees, payment terms, and expenses policy

9. Confidentiality: Obligations regarding company confidential information

10. Board Policies: Compliance with company policies and procedures

11. Termination: Circumstances and procedures for ending the appointment

12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction

Optional Sections

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

2. Share Dealing: Include for listed companies to address securities trading rules

3. Additional Directorships: Include when there are specific restrictions on other board positions

4. Intellectual Property: Include when the director may be involved in IP creation

5. Insurance and Indemnity: Include detailed D&O insurance provisions if not covered in company bylaws

6. Electronic Communications: Include for companies with significant virtual board operations

7. Conflict of Interest Procedures: Include detailed procedures if not covered in company bylaws

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities

2. Schedule 2 - Company Policies: List of relevant company policies the director must comply with

3. Schedule 3 - Independence Criteria: Detailed independence requirements under Belgian law

4. Schedule 4 - Fee Structure: Detailed breakdown of fees and payment arrangements

5. Appendix A - Board Committee Terms of Reference: Terms of reference for relevant board committees

6. Appendix B - Conflict of Interest Policy: Detailed conflict of interest procedures and requirements

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
Belgian Companies and Associations Code
Belgian Corporate Governance Code
Business Day
Company
Confidential Information
Corporate Governance Charter
Director's Fees
Effective Date
Group
Independence Criteria
Inside Information
Intellectual Property Rights
Material Interest
Non-Executive Director
Related Party
Regulatory Requirements
Subsidiary
Term
Termination Date
Territory
Board Policies
Conflict of Interest
D&O Insurance
General Meeting
Share Dealing Code
Clauses
Appointment
Term
Role and Duties
Independence Requirements
Time Commitment
Board Committees
Remuneration
Expenses
Confidentiality
Conflicts of Interest
Share Dealing
Directors' and Officers' Insurance
Intellectual Property
Data Protection
Company Policies Compliance
Board Meetings
Termination
Notice
Garden Leave
Post-Termination Obligations
Return of Property
Non-Compete
Non-Solicitation
Indemnification
Entire Agreement
Variation
Severability
Notices
Third Party Rights
Force Majeure
Governing Law
Jurisdiction
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Energy

Telecommunications

Real Estate

Retail

Professional Services

Transportation

Construction

Mining

Agriculture

Education

Non-Profit Organizations

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Executive Office

Corporate Affairs

Regulatory Affairs

Relevant Roles

Board Chairman

Company Secretary

General Counsel

Corporate Governance Officer

Compliance Officer

Chief Executive Officer

Non-Executive Director

Independent Director

Board Member

Corporate Secretary

Legal Director

Human Resources Director

Industries
Belgian Companies and Associations Code (CAC): The primary legislation governing company law in Belgium, including provisions on director appointments, duties, and responsibilities
Belgian Corporate Governance Code 2020: Sets out principles and guidelines for good corporate governance, including specific requirements for non-executive directors and board composition
Belgian Income Tax Code: Governs the taxation of director fees and benefits in Belgium
Belgian Civil Code: Contains general provisions on contracts and obligations that apply to director agreements
Act on the disclosure of significant shareholdings: Relevant for disclosure requirements if the non-executive director holds or acquires shares in the company
Market Abuse Regulation (EU) No 596/2014: Applicable to listed companies, governing insider trading and market manipulation rules that directors must comply with
Belgian Social Security Legislation: Determines the social security status and obligations for directors, including specific provisions for non-executive directors
Directors' Liability Insurance Regulations: Regulations regarding mandatory and optional insurance coverage for directors' liability
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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