Non Executive Director Agreement Template for Germany

A Non Executive Director Agreement is a critical legal document that formalises the appointment of independent directors to German supervisory boards. Under Germany's distinctive two-tier board system, this agreement ensures your company complies with stringent corporate governance requirements while clearly defining the director's role, responsibilities, and independence obligations.

When do you need this document?

You need this agreement when appointing new non-executive directors to your Aktiengesellschaft (AG) or larger GmbH supervisory board. It's essential during company restructuring, board expansion, or when replacing departing directors. The document becomes particularly important when seeking to demonstrate corporate governance compliance to investors, regulators, or during due diligence processes. You'll also require it when updating existing director terms to reflect changes in German corporate governance standards or when transitioning from a one-tier to two-tier board structure.

Key legal considerations

The agreement must establish the director's independence in accordance with the German Corporate Governance Code, including restrictions on business relationships and conflicts of interest. Key clauses should address fiduciary duties, confidentiality obligations, and liability limitations under German law. The document must specify time commitments, including mandatory attendance at supervisory board meetings and committee participation. Remuneration structures require careful drafting to comply with German tax regulations and social security requirements. The agreement should include termination provisions, notice periods, and post-employment restrictions that align with German employment and commercial law principles.

Legal requirements in Germany

Under the Aktiengesetz (AktG), supervisory board appointments must comply with specific qualification requirements and independence criteria. The agreement must reflect the director's statutory duties including oversight of management board activities, approval of major business decisions, and financial reporting supervision. German law requires disclosure of director appointments to the commercial register (Handelsregister) and compliance with the German Corporate Governance Code's transparency requirements. The document must address liability provisions under the Aktiengesetz, including D&O insurance arrangements and indemnification clauses. Additionally, the agreement must comply with German data protection laws (DSGVO) regarding personal information handling and establish clear protocols for handling confidential company information in accordance with German commercial secrecy laws.