The Non-Executive Director Agreement is essential for companies seeking to formalize the appointment of independent board members under English and Welsh law. This document is typically used when organizations need to strengthen their corporate governance through external expertise and oversight. The agreement covers crucial aspects including statutory duties under the Companies Act 2006, remuneration terms, time commitments, and confidentiality obligations. It's particularly important for listed companies required to maintain a balance of executive and non-executive directors, but is equally valuable for private companies seeking to enhance their governance structure.
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Key Requirements PROMPT example:
Non Executive Director Agreement
"I need a Non Executive Director Agreement for our fintech startup that's planning to list on the LSE next year, with specific provisions for share options and technology sector compliance requirements, starting from March 2025."
1. Parties: Identification of the company and the Non-Executive Director
2. Background: Context of the appointment and company structure
3. Definitions: Key terms used throughout the agreement
4. Appointment: Terms of appointment including duration and position
5. Duties and Responsibilities: Core NED duties, including board and committee participation
6. Time Commitment: Expected time dedication and availability
7. Fees and Expenses: Compensation structure and expense reimbursement
8. Confidentiality: Obligations regarding confidential information
9. Termination: Circumstances and process for ending the appointment
1. Share Dealing: Rules regarding trading in company shares - required for listed companies
2. Insurance and Indemnity: D&O insurance and indemnification provisions when specific insurance arrangements are offered
3. Committee Appointments: Specific committee roles and responsibilities when NED will serve on specific committees
4. Outside Interests: Provisions regarding other directorships/business interests when NED has significant outside commitments
1. Schedule 1 - Duties: Detailed list of NED duties and responsibilities
2. Schedule 2 - Company Policies: List of relevant company policies NED must comply with
3. Schedule 3 - Committee Terms of Reference: Terms of reference for relevant board committees
4. Appendix A - Board Meeting Schedule: Annual schedule of board and committee meetings
Authors
Relevant legal definitions
Agreement
Appointment
Board
Business Day
Committee
Company
Confidential Information
Corporate Governance Code
Director
Effective Date
Group
Group Company
Independent Director
Inside Information
Intellectual Property Rights
Non-Executive Director
Regulatory Requirements
Remuneration
Services
Subsidiary
Term
Termination Date
Board Committees
Board Meeting
Articles of Association
Compliance Policies
Share Dealing Code
Director's Duties
Conflicts of Interest
Professional Advisers
Applicable Laws
Material Interest
Related Party
Stock Exchange
Territory
Appointment
Board
Business Day
Committee
Company
Confidential Information
Corporate Governance Code
Director
Effective Date
Group
Group Company
Independent Director
Inside Information
Intellectual Property Rights
Non-Executive Director
Regulatory Requirements
Remuneration
Services
Subsidiary
Term
Termination Date
Board Committees
Board Meeting
Articles of Association
Compliance Policies
Share Dealing Code
Director's Duties
Conflicts of Interest
Professional Advisers
Applicable Laws
Material Interest
Related Party
Stock Exchange
Territory
Clauses
Appointment and Term
Role and Duties
Time Commitment
Fees and Expenses
Confidentiality
Conflicts of Interest
Independence
Board Committees
Directors' and Officers' Insurance
Termination
Return of Property
Intellectual Property
Data Protection
Corporate Governance
Stock Exchange Compliance
Inside Information
Share Dealing
Board Meetings
Professional Development
Outside Interests
Indemnity
Notices
Entire Agreement
Variation
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Force Majeure
Assignment
Regulatory Compliance
Anti-Bribery and Corruption
Expenses and Benefits
Performance Review
Role and Duties
Time Commitment
Fees and Expenses
Confidentiality
Conflicts of Interest
Independence
Board Committees
Directors' and Officers' Insurance
Termination
Return of Property
Intellectual Property
Data Protection
Corporate Governance
Stock Exchange Compliance
Inside Information
Share Dealing
Board Meetings
Professional Development
Outside Interests
Indemnity
Notices
Entire Agreement
Variation
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Force Majeure
Assignment
Regulatory Compliance
Anti-Bribery and Corruption
Expenses and Benefits
Performance Review
Relevant Industries
Relevant Teams
Relevant Roles
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