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Independent Director Agreement

Independent Director Agreement Template for Pakistan

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Key Requirements PROMPT example:

Independent Director Agreement

"Need an Independent Director Agreement for our Pakistan-based technology company, incorporating specific provisions for cybersecurity oversight responsibilities and virtual board meeting attendance, with the appointment starting March 1, 2025."

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Document background
The Independent Director Agreement is a fundamental document required for the appointment of independent directors to company boards in Pakistan. This agreement is essential for ensuring compliance with the Companies Act 2017 and SECP regulations, particularly for listed companies and regulated entities. It establishes the framework for corporate governance, director independence, and board oversight while protecting both the company's and director's interests. The document encompasses crucial elements such as independence criteria, duties, remuneration, and compliance requirements, reflecting Pakistan's corporate governance standards and regulatory framework. It's particularly important for companies seeking to maintain strong corporate governance practices and meet regulatory requirements for board composition and independence.
Suggested Sections

1. Parties: Identification of the Company and the Independent Director

2. Background: Context of the appointment and confirmation of director's independent status

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Independence Criteria: Confirmation and ongoing requirements for maintaining independent status as per SECP regulations

6. Duties and Responsibilities: Detailed outline of director's duties under Companies Act 2017 and corporate governance requirements

7. Time Commitment: Expected time dedication for board meetings, committee work, and other responsibilities

8. Remuneration and Benefits: Compensation structure, meeting fees, and any additional benefits

9. Confidentiality: Obligations regarding company information and trade secrets

10. Conflict of Interest: Procedures for declaring and handling potential conflicts

11. Termination: Grounds and procedures for ending the appointment

12. Governing Law: Confirmation of Pakistani law as governing law and jurisdiction

13. Entire Agreement: Standard boilerplate confirming this as complete agreement

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Insurance and Indemnification: Details of D&O insurance and company indemnification - include if company provides such coverage

2. Committee Appointments: Specific committee roles and responsibilities - include if director will serve on specific committees

3. Performance Evaluation: Process for evaluating director's performance - include for listed companies or if required by company policy

4. Training and Development: Provisions for director training and professional development - include if company has specific programs

5. External Commitments: Restrictions on other directorships/appointments - include if company has specific limitations

6. Electronic Communications: Provisions for virtual meetings and electronic document handling - include if company uses digital platforms extensively

7. Force Majeure: Provisions for extraordinary circumstances - include if operating in volatile environments

Suggested Schedules

1. Schedule 1 - Independence Declaration: Formal declaration of meeting independence criteria as per SECP requirements

2. Schedule 2 - Remuneration Structure: Detailed breakdown of fees, allowances, and payment terms

3. Schedule 3 - Code of Conduct: Company's code of conduct and ethics applicable to directors

4. Schedule 4 - Board Committee Charters: Terms of reference for committees the director may serve on

5. Schedule 5 - Company Policies: Key corporate policies applicable to independent directors

6. Appendix A - Consent to Act: Formal consent to act as director as required by Companies Act

7. Appendix B - Confidentiality Agreement: Detailed confidentiality terms and requirements

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

Banking and Financial Services

Manufacturing

Technology

Healthcare

Energy and Utilities

Telecommunications

Real Estate

Consumer Goods

Professional Services

Education

Mining and Resources

Transportation and Logistics

Retail

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board Affairs

Compliance

Human Resources

Corporate Governance

Risk Management

Internal Audit

Corporate Communications

Relevant Roles

Board Chairman

Independent Director

Company Secretary

Chief Executive Officer

Corporate Governance Officer

Legal Counsel

Compliance Officer

Chief Financial Officer

Human Resources Director

Risk Management Officer

Board Committee Chairs

Corporate Affairs Manager

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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