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Non Executive Director Agreement

Non Executive Director Agreement Template for India

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for appointing a director to our listed technology company in India, with specific provisions for handling confidential technology information and serving on our tech innovation committee, starting March 1, 2025."

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Document background
The Non Executive Director Agreement is a fundamental corporate governance document used when appointing independent or non-executive directors to a company's board in India. This agreement is essential for companies seeking to maintain strong corporate governance and comply with the Companies Act, 2013, particularly for listed companies and larger private companies. The document becomes necessary when bringing experienced professionals onto the board in a non-executive capacity to provide independent oversight and strategic guidance. It comprehensively addresses appointment terms, duties, independence criteria, remuneration, and compliance requirements, while ensuring alignment with SEBI regulations for listed entities and establishing clear expectations for both the company and the director.
Suggested Sections

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

2. Background: Explains the context of the appointment and the company's desire to appoint the individual as a non-executive director

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the appointment, term length, and renewal provisions

5. Role and Duties: Comprehensive outline of the non-executive director's roles, responsibilities, and duties as per Companies Act 2013

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

7. Remuneration and Expenses: Details of sitting fees, commission, and reimbursement of expenses

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Independence and Other Directorships: Requirements for maintaining independence and disclosure of other directorships

10. Compliance with Laws and Policies: Obligation to comply with relevant laws, regulations, and company policies

11. Termination: Circumstances and process for termination of the appointment

12. Post-Termination Obligations: Continuing obligations after the end of the appointment

13. General Provisions: Standard contractual clauses including notices, entire agreement, governing law, etc.

Optional Sections

1. Committee Appointments: Used when the director is expected to serve on specific board committees

2. Share Qualification: Required if the company's articles mandate directors to hold qualification shares

3. Insurance and Indemnity: Detailed provisions about D&O insurance and company indemnification, if offered

4. External Advice: Right to seek independent professional advice at company's expense

5. Performance Evaluation: Process for annual performance evaluation, if specifically structured

6. Virtual Meetings: Provisions for attendance and participation in virtual board meetings

7. Stock Options: Include if the company offers stock options to non-executive directors

8. Related Party Transactions: Specific provisions for listed companies regarding related party transactions

Suggested Schedules

1. Schedule 1 - Code of Conduct: Company's code of conduct for directors

2. Schedule 2 - Board Committees: List and terms of reference of board committees the director may serve on

3. Schedule 3 - Remuneration Structure: Detailed breakdown of fees, commission, and other benefits

4. Schedule 4 - Company Policies: Key company policies applicable to non-executive directors

5. Schedule 5 - Independence Criteria: Detailed criteria for maintaining independence as per Companies Act and SEBI regulations

6. Appendix A - Deed of Confidentiality: Detailed confidentiality obligations and procedures

7. Appendix B - Declaration of Interests: Format for declaring interests in other companies and potential conflicts

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

Financial Services

Technology

Manufacturing

Healthcare

Retail

Energy

Infrastructure

Telecommunications

Real Estate

Professional Services

Education

Pharmaceuticals

Automotive

Mining

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Human Resources

Board Secretariat

Corporate Governance

Executive Office

Finance

Risk Management

Relevant Roles

Company Secretary

Legal Counsel

Chief Legal Officer

Head of Corporate Governance

Board Chairman

Chief Executive Officer

Compliance Officer

Corporate Governance Manager

Legal Manager

Human Resources Director

Chief Financial Officer

Non-Executive Director

Independent Director

Board Committee Chairman

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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