The Non-Executive Director Agreement is essential for companies operating under German law who wish to appoint independent directors to their supervisory boards. This document is particularly crucial for Aktiengesellschaften (AGs) and larger GmbHs that maintain a two-tier board structure. The agreement ensures compliance with the German Stock Corporation Act (Aktiengesetz) and the German Corporate Governance Code, while establishing clear parameters for the director's role, independence, and responsibilities. It is typically used when appointing new board members or updating terms for existing directors, and includes comprehensive provisions for corporate governance, risk management, and regulatory compliance specific to the German market.
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1. Parties: Identification of the company and the non-executive director
2. Background: Context of the appointment and confirmation of director's independence
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Role and Duties: Primary responsibilities and obligations as per German law
6. Time Commitment: Expected time dedication including board and committee meetings
7. Board Committees: Participation in board committees and related responsibilities
8. Remuneration: Compensation structure, including fees and allowances
9. Expenses: Rules for reimbursement of business-related expenses
10. Confidentiality: Obligations regarding company confidential information
11. Independence and Conflicts: Requirements to maintain independence and handle conflicts of interest
12. Company Policies: Compliance with corporate governance and internal policies
13. Termination: Conditions and procedures for ending the appointment
14. Data Protection: Handling of personal data under GDPR and German data protection laws
15. Governing Law: Confirmation of German law application and jurisdiction
1. Insurance and Indemnity: Additional protection provisions if not covered by company bylaws
2. External Commitments: Rules regarding other directorships and business activities
3. Share Dealing: If the company is listed, specific rules about trading company shares
4. Intellectual Property: IP provisions if the director may be involved in development work
5. International Travel: Specific provisions for directors based outside Germany
6. Training and Development: Provisions for ongoing professional development
7. Severance Terms: Additional separation terms for long-serving directors
1. Schedule 1: Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2: Remuneration Details: Comprehensive breakdown of compensation components
3. Schedule 3: Board Committees: List of committee assignments and specific responsibilities
4. Schedule 4: Company Policies: List of key policies the director must comply with
5. Schedule 5: Confidentiality Agreement: Detailed confidentiality terms and procedures
6. Appendix A: Declaration of Independence: Form confirming director's independent status
7. Appendix B: Conflict of Interest Declaration: Form for declaring potential conflicts
8. Appendix C: Expense Claim Procedures: Details of expense claim process and requirements
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