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Independent Director Agreement

Independent Director Agreement Template for India

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for a listed technology company in India, with specific provisions for handling intellectual property and additional clauses for participating in our international subsidiary boards, planned to commence from March 2025."

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Document background
The Independent Director Agreement is a mandatory document required under Indian corporate law for appointing independent directors to a company's board. This agreement formalizes the relationship between the company and its independent directors, ensuring compliance with the Companies Act, 2013, particularly Section 149 and Schedule IV. It is essential for both listed and unlisted public companies that are required to appoint independent directors. The agreement details the director's roles, responsibilities, independence criteria, remuneration, and obligations while protecting both parties' interests. It serves as a key corporate governance document that demonstrates compliance with regulatory requirements and establishes clear expectations for the independent director's role in overseeing company operations and protecting stakeholder interests.
Suggested Sections

1. Parties: Details of the Company and the Independent Director being appointed

2. Background: Context of the appointment and company's compliance with Companies Act requirements

3. Definitions: Key terms used in the agreement including statutory references

4. Appointment and Term: Terms of appointment, duration, and renewal provisions as per Section 149 of Companies Act

5. Role and Functions: Duties and responsibilities as per Schedule IV of Companies Act

6. Fiduciary Duties: Standard of care, loyalty, and good faith obligations

7. Independence Requirements: Declarations and ongoing compliance with independence criteria

8. Time Commitment: Expected time dedication for board/committee meetings and other duties

9. Remuneration and Expenses: Sitting fees, commission, and reimbursement terms

10. Confidentiality: Non-disclosure obligations regarding company information

11. Insurance: Directors and Officers liability insurance coverage

12. Termination: Conditions for termination and resignation process

13. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanism

Optional Sections

1. Performance Evaluation: Process for annual performance review - include for listed companies

2. Training and Development: Provisions for orientation and ongoing training - recommended for first-time directors

3. Stock Options: Terms of any stock option grants - if company offers equity compensation

4. Multiple Directorships: Restrictions on other directorships - for companies with specific limits

5. Intellectual Property: IP rights and assignments - for technology or R&D-focused companies

6. Non-Compete: Competition restrictions - if allowed by company policy

7. Indemnification: Additional indemnification provisions beyond D&O insurance

Suggested Schedules

1. Schedule A - Code of Conduct: Detailed code of conduct as per Schedule IV of Companies Act

2. Schedule B - Remuneration Structure: Detailed breakdown of fees, commission, and other benefits

3. Schedule C - Board Committees: List of committee appointments and specific responsibilities

4. Schedule D - Company Policies: Key corporate policies applicable to independent directors

5. Schedule E - Independence Criteria: Detailed independence requirements and declarations

6. Appendix 1 - Board Calendar: Annual schedule of board and committee meetings

7. Appendix 2 - Consent to Act: Director's formal consent to act and 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

























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Relevant Industries

Banking & Financial Services

Information Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy & Utilities

Telecommunications

Infrastructure

Consumer Goods

Pharmaceuticals

Media & Entertainment

Education

Professional Services

Mining & Metals

Relevant Teams

Legal

Corporate Secretarial

Compliance

Board Relations

Corporate Governance

Executive Office

Human Resources

Risk Management

Relevant Roles

Independent Director

Board Chairman

Company Secretary

Chief Executive Officer

Managing Director

Chief Financial Officer

Compliance Officer

General Counsel

Corporate Governance Head

Board Relations Manager

Legal Director

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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