This Executive Director Independent Contractor Agreement is designed for use in South African companies seeking to engage executive directors through an independent contractor arrangement rather than traditional employment. The document is particularly relevant in situations where companies require flexibility in executive arrangements or where the director maintains other business interests. It ensures compliance with South African corporate law, particularly the Companies Act 71 of 2008 and King IV Code on Corporate Governance, while establishing clear independent contractor status. The agreement includes comprehensive provisions for director duties, corporate governance requirements, remuneration structures, and protection of company interests, making it suitable for both listed and unlisted companies.
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1. Parties: Identification of the company and the executive director as independent contractor
2. Background: Context of the appointment, including the company's need for executive services and the contractor's expertise
3. Definitions and Interpretation: Key terms used in the agreement, including 'Services', 'Board', 'Confidential Information', and interpretation rules
4. Appointment and Status: Confirmation of appointment as both executive director and independent contractor, explicitly stating non-employment status
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Duties and Responsibilities: Detailed description of executive and director duties, reporting relationships, and performance expectations
7. Time Commitment: Expected time dedication while maintaining independent contractor status
8. Remuneration and Expenses: Fee structure, payment terms, reimbursable expenses, and tax responsibilities
9. Fiduciary Duties: Standard of care, loyalty, and fiduciary responsibilities as per Companies Act
10. Confidentiality: Protection of company information during and after the agreement term
11. Intellectual Property: Ownership and rights to work product created during the engagement
12. Independence and Non-Exclusivity: Confirmation of contractor status and right to provide services to others (subject to restrictions)
13. Corporate Governance: Compliance with King IV Code and company governance requirements
14. Indemnification and Insurance: Director liability protection and insurance requirements
15. General Provisions: Standard clauses including notices, entire agreement, governing law, and dispute resolution
1. Non-Compete: Restrictions on competitive activities, used when director has access to sensitive strategic information
2. Share Options/Incentives: Details of any share-based compensation, used when equity incentives are part of the package
3. Board Committee Participation: Specific duties related to board committee membership, used when director will serve on specific committees
4. International Travel: Terms for international responsibilities, used when role involves multi-jurisdiction duties
5. Succession Planning: Handover requirements and succession planning duties, used for key executive positions
6. Shareholder Approval: Requirements for shareholder approval of appointment or terms, used for listed companies
7. Related Party Transactions: Procedures for handling related party transactions, used when director has other business interests
8. Performance Metrics: Specific KPIs and performance evaluation criteria, used when compensation is linked to performance
1. Schedule 1: Services Description: Detailed scope of executive and director services to be provided
2. Schedule 2: Fee Structure: Detailed breakdown of fees, payment intervals, and calculation methods
3. Schedule 3: Company Policies: List of key company policies the director must comply with
4. Schedule 4: Board and Committee Meeting Schedule: Expected meeting commitments and time requirements
5. Schedule 5: Approved Outside Interests: List of pre-approved directorships or business interests
6. Appendix A: Declaration of Interests: Initial declaration of director's business interests and potential conflicts
7. Appendix B: Confidentiality Agreement: Detailed confidentiality terms and requirements
8. Appendix C: Insurance Coverage: Details of director and officer liability insurance coverage
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Mining and Resources
Technology
Manufacturing
Healthcare
Retail
Professional Services
Telecommunications
Energy
Real Estate
Agriculture
Education
Construction
Transport and Logistics
Relevant Teams
Board of Directors
Executive Committee
Corporate Governance
Legal
Human Resources
Company Secretariat
Risk and Compliance
Finance
Strategy
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Chief Marketing Officer
Chief Strategy Officer
Executive Chairman
Regional Director
Divisional Director
Non-Executive Director transitioning to Executive Role
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