The Independent Director Agreement is a fundamental governance document used when appointing independent directors to a company's board in Australia. It serves to formalize the appointment and clearly define the relationship between the company and the independent director, ensuring compliance with the Corporations Act 2001 (Cth), ASX Listing Rules (for listed companies), and Australian corporate governance principles. This agreement is essential for establishing clear parameters around independence requirements, duties, responsibilities, remuneration, and liability protection. It's particularly crucial in today's corporate environment where director independence and strong governance frameworks are increasingly important for stakeholder confidence and regulatory compliance.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identifies the company and the independent director as parties to the agreement
2. Background: Sets out the context of the appointment and confirms the director's independence status
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Appointment and Term: Details of the appointment as independent director, including commencement date and term duration
5. Director's Duties and Responsibilities: Comprehensive outline of statutory and specific duties, including compliance with Corporations Act, company constitution, and board charter
6. Independence Requirements: Specific criteria and ongoing obligations to maintain independence status
7. Time Commitment: Expected time commitment for board meetings, committee meetings, and other director duties
8. Remuneration: Details of director's fees, payment terms, and any equity components
9. Expenses: Provisions for reimbursement of reasonable expenses incurred in role performance
10. Confidentiality: Obligations regarding confidential information during and after the appointment
11. Conflicts of Interest: Procedures for declaring and managing potential conflicts of interest
12. D&O Insurance and Indemnity: Details of director insurance coverage and company indemnification
13. Termination: Circumstances and procedures for ending the appointment
14. Post-Termination Obligations: Continuing obligations after the appointment ends
15. General Provisions: Standard clauses including governing law, notices, and entire agreement
1. Committee Appointments: Used when the director will serve on specific board committees, detailing additional duties and any extra remuneration
2. Share Qualification: Include if directors are required to hold a minimum number of company shares
3. Additional Services: Include if the director may provide consulting or other services beyond standard director duties
4. Technology Use: Include for virtual board participation and use of board management software
5. Multiple Directorships: Include if there are specific restrictions or requirements regarding other directorships
6. Intellectual Property: Include if the director may be involved in strategic projects or product development
7. Performance Review: Include if specific performance evaluation processes are required
8. Training and Development: Include if there are specific requirements for ongoing professional development
1. Schedule 1 - Remuneration Details: Detailed breakdown of fees, payment arrangements, and any equity components
2. Schedule 2 - Independence Criteria: Specific independence requirements from relevant regulations and company policies
3. Schedule 3 - Board and Committee Meeting Schedule: Expected meeting dates and time commitments
4. Schedule 4 - Company Policies: List of key company policies the director must comply with
5. Schedule 5 - D&O Insurance Details: Summary of insurance coverage terms and limits
6. Appendix A - Board Charter: Current board charter outlining governance framework
7. Appendix B - Committee Charters: Relevant committee charters if director serves on specific committees
Find the exact document you need
Directors Contract Of Employment
An Australian-compliant employment contract template for appointing company directors, addressing both executive duties and statutory obligations.
Download
Medical Director Contract
An Australian-law governed employment agreement for Medical Director positions, covering clinical leadership and administrative responsibilities in healthcare organizations.
Download
Director Indemnity Agreement
An Australian law-governed agreement providing indemnification to directors for liabilities incurred in their role, subject to Corporations Act 2001 limitations.
Download
Director Exit Agreement
An Australian agreement governing a director's resignation from a company's board and/or executive position, setting out departure terms and mutual obligations.
Download
Agreement For Appointment Of Managing Director
An Australian law-governed agreement establishing the terms and conditions for appointing a Managing Director, addressing both corporate governance and employment aspects.
Download
Executive Director Independent Contractor Agreement
Australian-law agreement establishing dual executive director and independent contractor relationship, addressing corporate governance and contractor obligations.
Download
Director Settlement Agreement
An Australian law-governed agreement documenting terms and conditions of a director's departure from a company's board, including settlements, releases, and ongoing obligations.
Download
Nominee Director Indemnity Agreement
An Australian agreement providing indemnification protection for nominee directors, compliant with the Corporations Act 2001 and related legislation.
Download
Director Profit Sharing Agreement
An Australian law-governed agreement establishing terms for a director's profit-sharing arrangement with a company.
Download
Director Confidentiality Agreement
An Australian law-compliant confidentiality agreement for company directors, protecting sensitive corporate information during and after board service.
Download
Director Shareholder Agreement
An Australian law-governed agreement establishing rights and obligations between company directors and shareholders, defining corporate governance and share dealing frameworks.
Download
Director Fee Agreement
An Australian-law governed agreement establishing director remuneration terms and conditions in compliance with the Corporations Act 2001.
Download
Independent Director Agreement
An Australian law-governed agreement establishing the terms and conditions for the appointment of an independent director, including duties, remuneration, and compliance obligations.
Download
Directors Loan Agreement
An Australian-compliant agreement governing loans between a company and its director, addressing Division 7A requirements and establishing loan terms and conditions.
Download
Managing Director Contract Of Employment
An Australian law-governed employment contract for Managing Directors, outlining executive duties, remuneration, and statutory obligations.
Download
Nominee Director Agreement
An Australian law-governed agreement establishing the appointment and duties of a nominee director, including their responsibilities and protections under Australian corporate law.
Download
Company Director Agreement
An Australian law-governed agreement establishing the terms and conditions of a director's appointment to a company's board, including duties, responsibilities, and remuneration.
Download
Non Executive Director Agreement
An Australian law-governed agreement establishing the appointment terms and conditions for a Non-Executive Director, including duties, remuneration, and statutory obligations.
Download
Executive Director Employment Contract
An Australian law-governed agreement establishing employment terms and conditions for an executive director, addressing both employment relationship and director duties.
Download
Directors Service Agreement
An Australian law-governed agreement establishing the terms, conditions, and obligations between a company and its director under the Corporations Act 2001.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)