The Non Executive Director Agreement is a fundamental corporate governance document used when appointing independent or non-executive directors to a company's board in India. This agreement is essential for companies seeking to maintain strong corporate governance and comply with the Companies Act, 2013, particularly for listed companies and larger private companies. The document becomes necessary when bringing experienced professionals onto the board in a non-executive capacity to provide independent oversight and strategic guidance. It comprehensively addresses appointment terms, duties, independence criteria, remuneration, and compliance requirements, while ensuring alignment with SEBI regulations for listed entities and establishing clear expectations for both the company and the director.
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1. Parties: Identifies the company and the non-executive director as parties to the agreement
2. Background: Explains the context of the appointment and the company's desire to appoint the individual as a non-executive director
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the appointment, term length, and renewal provisions
5. Role and Duties: Comprehensive outline of the non-executive director's roles, responsibilities, and duties as per Companies Act 2013
6. Time Commitment: Expected time commitment for board meetings, committee meetings, and other directorial duties
7. Remuneration and Expenses: Details of sitting fees, commission, and reimbursement of expenses
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Independence and Other Directorships: Requirements for maintaining independence and disclosure of other directorships
10. Compliance with Laws and Policies: Obligation to comply with relevant laws, regulations, and company policies
11. Termination: Circumstances and process for termination of the appointment
12. Post-Termination Obligations: Continuing obligations after the end of the appointment
13. General Provisions: Standard contractual clauses including notices, entire agreement, governing law, etc.
1. Committee Appointments: Used when the director is expected to serve on specific board committees
2. Share Qualification: Required if the company's articles mandate directors to hold qualification shares
3. Insurance and Indemnity: Detailed provisions about D&O insurance and company indemnification, if offered
4. External Advice: Right to seek independent professional advice at company's expense
5. Performance Evaluation: Process for annual performance evaluation, if specifically structured
6. Virtual Meetings: Provisions for attendance and participation in virtual board meetings
7. Stock Options: Include if the company offers stock options to non-executive directors
8. Related Party Transactions: Specific provisions for listed companies regarding related party transactions
1. Schedule 1 - Code of Conduct: Company's code of conduct for directors
2. Schedule 2 - Board Committees: List and terms of reference of board committees the director may serve on
3. Schedule 3 - Remuneration Structure: Detailed breakdown of fees, commission, and other benefits
4. Schedule 4 - Company Policies: Key company policies applicable to non-executive directors
5. Schedule 5 - Independence Criteria: Detailed criteria for maintaining independence as per Companies Act and SEBI regulations
6. Appendix A - Deed of Confidentiality: Detailed confidentiality obligations and procedures
7. Appendix B - Declaration of Interests: Format for declaring interests in other companies and potential conflicts
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