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A Non-Executive Director (NED) Agreement is a formal contract between a company and a non-executive director, outlining the terms and conditions of their appointment. Unlike executive directors, NEDs are not involved in the day-to-day management of the company but provide independent oversight, strategic guidance, and governance. The agreement ensures clarity on the role, responsibilities, and expectations of the NED.
Role and Responsibilities: Defines the NED's duties, such as attending board meetings, contributing to strategy, and ensuring compliance with legal and regulatory requirements.
Time Commitment: Specifies the expected time commitment, including the number of board meetings or committee meetings the NED is required to attend.
Term of Appointment: Outlines the duration of the appointment, whether fixed-term or ongoing, and the notice period for termination.
Remuneration: Details the fees, expenses, and any other benefits (e.g., share options) the NED will receive.
Confidentiality: Includes clauses to protect sensitive company information and trade secrets.
Conflict of Interest: Requires the NED to disclose any potential conflicts and abstain from decisions where a conflict exists.
Termination Clauses: Explains the circumstances under which the agreement can be terminated by either party.
To use this document effectively, follow these steps:
1. Provide the required information of the parties
2. Understand the provisions: Familiarize yourself with the terms provided in the document to ensure a clear understanding of the terms used throughout the agreement.
3. Execute the Agreement: Sign and deliver the document promptly, ensuring that it is properly executed and delivered.
4. Seek legal advice if needed: If you have any questions or concerns about the document or its implications, consult with a legal professional to ensure that you fully understand your rights and obligations.