The Non-Executive Director Agreement serves as a crucial document in U.S. corporate governance, establishing clear parameters for independent board oversight. This agreement is essential when companies seek to enhance their corporate governance structure by appointing experienced professionals who can provide independent perspective and expertise. The document addresses key aspects including fiduciary duties, compensation, confidentiality, and compliance with relevant securities laws and stock exchange requirements. It's particularly important for public companies subject to SEC regulations, but is also valuable for private companies seeking to professionalize their board structure.
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1. Parties: Identification of the company and the non-executive director
2. Background: Context of the appointment and brief company overview
3. Definitions: Key terms used throughout the agreement
4. Appointment: Terms of appointment, duration, and position details
5. Duties and Responsibilities: Core responsibilities, time commitment, and governance obligations
6. Compensation: Fees, expenses, and payment terms
7. Confidentiality: Non-disclosure obligations and handling of sensitive information
8. Termination: Conditions for ending the appointment
9. Governing Law: Applicable jurisdiction and dispute resolution
1. Committee Appointments: Specific committee roles and responsibilities when director will serve on specific board committees
2. Share Dealings: Rules regarding trading company shares, applicable for public companies or when share options are part of compensation
3. Outside Interests: Provisions regarding other directorships and business interests when director has other significant business commitments
4. Professional Development: Training and development provisions when company provides specific director training programs
1. Schedule 1: Duties and Responsibilities: Detailed list of specific duties and expectations
2. Schedule 2: Fee Structure: Detailed breakdown of compensation and benefits
3. Schedule 3: Board Committee Terms of Reference: Specific committee charters and responsibilities
4. Appendix A: Code of Conduct: Company's code of conduct and ethics policies
5. Appendix B: Board Meeting Schedule: Annual calendar of board meetings and commitments
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