The Non Executive Director Agreement is a fundamental governance document used when appointing independent board members to companies in Pakistan. It's essential for ensuring compliance with the Companies Act 2017 and the Listed Companies (Code of Corporate Governance) Regulations 2019 where applicable. The agreement typically becomes necessary when a company seeks to strengthen its board with independent oversight, bring in specific expertise, or meet regulatory requirements for board composition. It contains detailed provisions covering appointment terms, duties, remuneration, independence criteria, and confidentiality obligations, all structured within the Pakistani legal framework. This document is particularly crucial for listed companies but is also widely used by private companies seeking to implement strong governance practices.
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1. Parties: Identifies the company and the non-executive director as parties to the agreement
2. Background: Brief context about the company and the basis for appointing the non-executive director
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the appointment, including position, term length, and renewal provisions
5. Duties and Responsibilities: Comprehensive outline of the NED's duties in accordance with Companies Act 2017 and corporate governance requirements
6. Time Commitment: Expected time commitment for board meetings, committee meetings, and other company business
7. Remuneration: Details of fees, meeting allowances, and other compensation
8. Expenses: Provisions for reimbursement of reasonable expenses incurred in role performance
9. Independence and Conflicts: Requirements for maintaining independence and handling potential conflicts of interest
10. Confidentiality: Obligations regarding confidential information and company secrets
11. Board Committees: Participation in board committees and related responsibilities
12. Termination: Circumstances and procedures for termination of the appointment
13. Company Policies: Obligation to comply with company policies and procedures
14. Governing Law: Specification of Pakistani law as governing law and jurisdiction
1. Insurance and Indemnity: Details of D&O insurance coverage and indemnification provisions - include for listed companies or where specific insurance arrangements exist
2. Share Dealing: Specific provisions for trading in company shares - mandatory for listed companies
3. Additional Directorships: Provisions regarding holding other directorships - include if company has specific restrictions
4. Training and Development: Provisions for director training and development - particularly relevant for companies requiring specific certifications
5. Performance Evaluation: Process for evaluating NED performance - include for listed companies or where formal evaluation processes exist
6. Electronic Communications: Provisions for virtual board meetings and electronic communications - include if company operates virtually
7. Intellectual Property: IP rights and obligations - include if NED may be involved in strategic or technical developments
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities of the NED
2. Schedule 2 - Fee Structure: Detailed breakdown of fees, allowances, and payment terms
3. Schedule 3 - Company Policies: List of relevant company policies the NED must comply with
4. Appendix A - Board Committee Memberships: Current board committee appointments and associated responsibilities
5. Appendix B - Declaration of Independence: Form for declaring independence in accordance with regulatory requirements
6. Appendix C - Conflict of Interest Disclosure: Template for disclosing potential conflicts of interest
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