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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."
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
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
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
Financial Services
Technology
Healthcare
Manufacturing
Retail
Energy
Mining
Transportation
Professional Services
Real Estate
Telecommunications
Consumer Goods
Education
Agriculture
Construction
Legal
Corporate Governance
Board Secretariat
Compliance
Risk Management
Executive Office
Corporate Affairs
Investor Relations
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
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