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Non Executive Director Agreement

Non Executive Director Agreement Template for Australia

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for a tech startup that's planning to list on the ASX in March 2025, with specific provisions for equity compensation and involvement in the IPO process."

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Document background
The Non Executive Director Agreement is a fundamental governance document used when appointing independent directors to a company's board in Australia. It serves as the primary contract between the company and the non-executive director, establishing clear parameters for the relationship while ensuring compliance with the Corporations Act 2001, ASX Listing Rules (for listed companies), and ASIC requirements. This agreement is essential for defining the scope of the director's role, their fiduciary duties, remuneration structure, and operational responsibilities. It provides protection for both parties by clearly outlining expectations, obligations, and termination provisions, while addressing crucial aspects such as confidentiality, conflicts of interest, and indemnification.
Suggested Sections

1. Parties: Identifies the company and the non-executive director as parties to the agreement

2. Background: Sets out the context of the appointment and the company's desire to engage the director

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation clauses

4. Appointment and Term: Details of the appointment, commencement date, and term (if fixed)

5. Role and Duties: Comprehensive outline of the director's roles, responsibilities, and statutory duties

6. Time Commitment: Expected time commitment for board meetings, committee meetings, and other duties

7. Remuneration: Details of directors' fees, payment terms, and any additional compensation

8. Expenses: Provisions for reimbursement of reasonable expenses incurred in role performance

9. Confidentiality: Obligations regarding confidential information and company secrets

10. Conflicts of Interest: Requirements for declaring and managing conflicts of interest

11. Company Policies: Obligation to comply with company policies and procedures

12. Termination: Circumstances and procedures for termination of the appointment

13. Post-Termination Obligations: Continuing obligations after the agreement ends

14. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement

Optional Sections

1. Committee Appointments: Used when the director will serve on specific board committees

2. Insurance and Indemnity: Detailed provisions about D&O insurance and company indemnification, if not covered in company constitution

3. Share Qualification: Include if directors are required to hold a minimum number of shares

4. Additional Services: Used when the director may provide consulting or additional services beyond standard NED duties

5. Technology Use: Specific provisions about use of company technology and virtual meeting attendance

6. Intellectual Property: Include if the director may be involved in IP creation or strategic IP decisions

7. Media and Public Relations: Include for high-profile appointments or when specific media protocols are required

8. Multiple Directorships: Include when addressing restrictions or permissions regarding other directorships

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities

2. Schedule 2 - Board and Committee Meeting Schedule: Expected meeting dates and time commitments

3. Schedule 3 - Remuneration Details: Detailed breakdown of fees, payment arrangements, and any equity components

4. Schedule 4 - Company Policies: List of key policies the director must comply with

5. Appendix A - Declaration of Interests: Form for declaring existing interests and commitments

6. Appendix B - Consent to Act: Formal consent to act as director and required statutory declarations

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions





























Clauses

































Relevant Industries

Financial Services

Mining and Resources

Technology

Healthcare

Retail

Manufacturing

Professional Services

Energy

Infrastructure

Telecommunications

Real Estate

Consumer Goods

Education

Agriculture

Transport and Logistics

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Risk Management

Human Resources

Corporate Affairs

Company Secretariat

Relevant Roles

Non-Executive Director

Board Chairman

Company Secretary

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Governance Manager

Board Committee Chair

Compliance Officer

Corporate Secretary

Industries








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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