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Non Executive Director Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for our fintech startup that's planning to list on the LSE next year, with specific provisions for share options and technology sector compliance requirements, starting from March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company directors' duties (Sections 171-177), including conflicts of interest provisions, disclosure requirements, and directors' powers and responsibilities

UK Corporate Governance Code: Key regulatory framework covering board composition requirements, independence criteria for NEDs, time commitment expectations, and committee participation guidelines

Employment Rights Act 1996: While NEDs are typically not employees, this Act contains relevant provisions regarding discrimination protection and whistleblowing provisions

Financial Services and Markets Act 2000: Particularly relevant for companies in financial services, covering regulatory obligations and FCA/PRA requirements

Equality Act 2010: Legislation ensuring non-discrimination and equal treatment obligations in the workplace and boardroom

Data Protection Act 2018 and UK GDPR: Legislation governing the handling of personal data and privacy obligations for directors and the organization

Financial Reporting Council Guidance: Provides best practices for board governance and detailed guidance on NED roles and responsibilities

Stock Exchange Rules: For listed companies, covers disclosure obligations and requirements for handling inside information

Modern Slavery Act 2015: Outlines corporate responsibility obligations and reporting requirements regarding modern slavery and human trafficking

Bribery Act 2010: Contains anti-corruption provisions and guidelines on corporate hospitality rules that directors must comply with

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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