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Independent Director Agreement

Independent Director Agreement Template for South Africa

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for a JSE-listed mining company, with specific emphasis on ESG responsibilities and additional clauses for site visits to mining operations, starting from March 2025."

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Document background
The Independent Director Agreement is a crucial document used when appointing independent non-executive directors to a company's board in South Africa. It serves as the formal contract between the company and the independent director, ensuring compliance with the Companies Act 71 of 2008 and the King IV Report on Corporate Governance. This agreement is essential for listed companies and recommended for larger private companies seeking to implement robust corporate governance structures. The document covers key aspects including independence criteria, fiduciary duties, board committee responsibilities, remuneration, and liability protection. It's particularly important in the South African context where corporate governance requirements emphasize the role of independent directors in ensuring transparency, accountability, and protection of stakeholder interests.
Suggested Sections

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

2. Background: Context of the appointment and confirmation of director's independence status as per Companies Act requirements

3. Definitions: Key terms used in the agreement, including relevant legislation and governance documents

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

5. Independence Requirements: Specific criteria and ongoing obligations to maintain independence status

6. Duties and Responsibilities: Core duties as per Companies Act, King IV Report, and company requirements

7. Time Commitment: Expected time allocation for board and committee meetings

8. Remuneration and Benefits: Compensation structure, including fees and allowances

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

10. Confidentiality: Obligations regarding confidential information and trade secrets

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

12. Termination: Grounds and procedures for termination of appointment

13. Indemnity and Insurance: Director liability protection and insurance provisions

14. Governing Law: Confirmation of South African law as governing law

15. General Provisions: Standard contractual clauses including notices, amendments, and entire agreement

Optional Sections

1. Share Dealing: Required if the company is listed - protocols for trading in company shares

2. Professional Development: Optional provisions for continued professional development and training

3. External Appointments: Regulations regarding other directorships and professional commitments

4. Technology and Equipment: Provisions for company-provided equipment and technology access

5. Travel and Accommodation: Specific arrangements for non-local directors requiring regular travel

6. Performance Evaluation: Specific procedures for regular performance assessment

7. Subsidiary Boards: Required if director will serve on subsidiary company boards

8. Social Media Policy: Guidelines for social media use and public communications

Suggested Schedules

1. Schedule 1 - Remuneration Details: Detailed breakdown of fees, allowances, and payment terms

2. Schedule 2 - Board and Committee Meeting Schedule: Annual calendar of scheduled meetings and time commitments

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

4. Schedule 4 - Independence Criteria: Detailed independence requirements as per Companies Act and King IV

5. Schedule 5 - D&O Insurance Details: Summary of Directors and Officers liability insurance coverage

6. Appendix A - Declaration of Interests: Template for declaring interests and potential conflicts

7. Appendix B - Board Charter Extract: Relevant sections of the board charter affecting independent directors

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

Financial Services

Mining

Manufacturing

Retail

Technology

Healthcare

Energy

Telecommunications

Real Estate

Professional Services

Agriculture

Transport and Logistics

Construction

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Risk Management

Executive Office

Corporate Affairs

Investor Relations

Human Resources

Relevant Roles

Board Chairman

Company Secretary

Independent Director

Non-Executive Director

Lead Independent Director

Chief Executive Officer

Chief Legal Officer

Corporate Governance Officer

Board Committee Chairman

Compliance Officer

Legal Counsel

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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