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Independent Director Agreement Template for New Zealand

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for a New Zealand fintech startup preparing for NZX listing in March 2025, with specific emphasis on technology oversight responsibilities and cybersecurity governance obligations."

Document background
The Independent Director Agreement is a crucial document used when appointing independent directors to company boards in New Zealand. It is particularly relevant for companies seeking to enhance their corporate governance structure, comply with listing requirements, or prepare for public listing. The agreement must align with the Companies Act 1993 and other relevant New Zealand legislation, while addressing specific requirements for director independence, duties, and responsibilities. This document typically includes comprehensive provisions covering appointment terms, remuneration, confidentiality, conflicts of interest, and indemnification, ensuring both the company's and director's interests are protected while maintaining the independence required for effective corporate governance.
Suggested Sections

1. Parties: Identifies the company and the independent director as parties to the agreement

2. Background: Sets out the context of the appointment and confirms the director's independent status

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Appointment and Term: Details of the appointment as independent director, including term length and renewal provisions

5. Independence Criteria: Specifies the criteria for maintaining independent director status as per NZX Listing Rules and best practices

6. Duties and Responsibilities: Outlines the director's duties under the Companies Act 1993 and additional responsibilities

7. Time Commitment: Expected time commitment for board meetings, committee work, and other director duties

8. Remuneration: Details of directors' fees, meeting fees, and expense reimbursement

9. Confidentiality: Obligations regarding confidential information and company secrets

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

11. Insurance and Indemnity: Details of directors' and officers' insurance coverage and company indemnification

12. Termination: Circumstances and procedures for ending the appointment

13. General Provisions: Standard contractual terms including governing law, notices, and entire agreement

Optional Sections

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

2. Share Qualification: Include if directors are required to hold shares in the company

3. Professional Development: Include if specific training or development opportunities are provided

4. External Appointments: Include if there are restrictions on other directorships or appointments

5. Technology Use: Include if specific provisions are needed for digital board papers or virtual meetings

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

7. Media and Public Statements: Include for listed companies or where media engagement is expected

Suggested Schedules

1. Schedule 1: Independence Criteria: Detailed criteria for independence as per relevant governance codes and listing rules

2. Schedule 2: Remuneration Details: Breakdown of fees, payment arrangements, and expense policy

3. Schedule 3: Board and Committee Meeting Schedule: Expected meeting dates and time commitments

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

5. Schedule 5: D&O Insurance Details: Summary of insurance coverage and key terms

6. Appendix A: Board Charter: Current board charter outlining governance framework

7. Appendix B: Consent to Act: Formal consent to act as director as required by Companies Act 1993

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Financial Services

Technology

Healthcare

Manufacturing

Retail

Energy

Mining

Transportation

Professional Services

Real Estate

Telecommunications

Consumer Goods

Education

Agriculture

Construction

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Risk Management

Executive Office

Corporate Affairs

Investor Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Board Chair

Independent Director

Non-Executive Director

General Counsel

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Relations Manager

Chief Financial Officer

Head of Legal

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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