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Non Executive Director Agreement

Non Executive Director Agreement Template for Pakistan

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for a listed manufacturing company in Pakistan, compliant with SECP regulations, including standard remuneration terms and committee participation requirements for planned appointment starting March 2025."

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Document background
The Non Executive Director Agreement is a fundamental governance document used when appointing independent board members to companies in Pakistan. It's essential for ensuring compliance with the Companies Act 2017 and the Listed Companies (Code of Corporate Governance) Regulations 2019 where applicable. The agreement typically becomes necessary when a company seeks to strengthen its board with independent oversight, bring in specific expertise, or meet regulatory requirements for board composition. It contains detailed provisions covering appointment terms, duties, remuneration, independence criteria, and confidentiality obligations, all structured within the Pakistani legal framework. This document is particularly crucial for listed companies but is also widely used by private companies seeking to implement strong governance practices.
Suggested Sections

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

2. Background: Brief context about the company and the basis for appointing the non-executive director

3. Definitions: Defines key terms used throughout the agreement

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

5. Duties and Responsibilities: Comprehensive outline of the NED's duties in accordance with Companies Act 2017 and corporate governance requirements

6. Time Commitment: Expected time commitment for board meetings, committee meetings, and other company business

7. Remuneration: Details of fees, meeting allowances, and other compensation

8. Expenses: Provisions for reimbursement of reasonable expenses incurred in role performance

9. Independence and Conflicts: Requirements for maintaining independence and handling potential conflicts of interest

10. Confidentiality: Obligations regarding confidential information and company secrets

11. Board Committees: Participation in board committees and related responsibilities

12. Termination: Circumstances and procedures for termination of the appointment

13. Company Policies: Obligation to comply with company policies and procedures

14. Governing Law: Specification of Pakistani law as governing law and jurisdiction

Optional Sections

1. Insurance and Indemnity: Details of D&O insurance coverage and indemnification provisions - include for listed companies or where specific insurance arrangements exist

2. Share Dealing: Specific provisions for trading in company shares - mandatory for listed companies

3. Additional Directorships: Provisions regarding holding other directorships - include if company has specific restrictions

4. Training and Development: Provisions for director training and development - particularly relevant for companies requiring specific certifications

5. Performance Evaluation: Process for evaluating NED performance - include for listed companies or where formal evaluation processes exist

6. Electronic Communications: Provisions for virtual board meetings and electronic communications - include if company operates virtually

7. Intellectual Property: IP rights and obligations - include if NED may be involved in strategic or technical developments

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities of the NED

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

3. Schedule 3 - Company Policies: List of relevant company policies the NED must comply with

4. Appendix A - Board Committee Memberships: Current board committee appointments and associated responsibilities

5. Appendix B - Declaration of Independence: Form for declaring independence in accordance with regulatory requirements

6. Appendix C - Conflict of Interest Disclosure: Template for disclosing potential conflicts of interest

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 & Financial Services

Manufacturing

Technology

Healthcare

Energy

Telecommunications

Real Estate

Consumer Goods

Professional Services

Education

Mining

Transportation & Logistics

Retail

Insurance

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Corporate Affairs

Executive Office

Risk Management

Human Resources

Company Secretariat

Relevant Roles

Board Chairman

Company Secretary

Chief Executive Officer

Non-Executive Director

Independent Director

Corporate Governance Head

Legal Director

Compliance Officer

Board Committee Chairman

Chief Legal Officer

Corporate Secretary

Head of Board Affairs

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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