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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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
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