All Countries
Independent Director Agreement

Independent Director Agreement Template for Australia

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Independent Director Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for a private technology company based in Sydney, with specific provisions for involvement in the company's AI ethics committee and additional consulting services permission, to commence from March 1, 2025."

Celebrated by
Collaborations with
Investors
Document background
The Independent Director Agreement is a fundamental governance document used when appointing independent directors to a company's board in Australia. It serves to formalize the appointment and clearly define the relationship between the company and the independent director, ensuring compliance with the Corporations Act 2001 (Cth), ASX Listing Rules (for listed companies), and Australian corporate governance principles. This agreement is essential for establishing clear parameters around independence requirements, duties, responsibilities, remuneration, and liability protection. It's particularly crucial in today's corporate environment where director independence and strong governance frameworks are increasingly important for stakeholder confidence and regulatory compliance.
Suggested Sections

1. Parties: Identifies the company and the independent director as parties to the agreement

2. Background: Sets out the context of the appointment and confirms the director's independence status

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Appointment and Term: Details of the appointment as independent director, including commencement date and term duration

5. Director's Duties and Responsibilities: Comprehensive outline of statutory and specific duties, including compliance with Corporations Act, company constitution, and board charter

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

7. Time Commitment: Expected time commitment for board meetings, committee meetings, and other director duties

8. Remuneration: Details of director's fees, payment terms, and any equity components

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

10. Confidentiality: Obligations regarding confidential information during and after the appointment

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

12. D&O Insurance and Indemnity: Details of director insurance coverage and company indemnification

13. Termination: Circumstances and procedures for ending the appointment

14. Post-Termination Obligations: Continuing obligations after the appointment ends

15. General Provisions: Standard clauses including governing law, notices, and entire agreement

Optional Sections

1. Committee Appointments: Used when the director will serve on specific board committees, detailing additional duties and any extra remuneration

2. Share Qualification: Include if directors are required to hold a minimum number of company shares

3. Additional Services: Include if the director may provide consulting or other services beyond standard director duties

4. Technology Use: Include for virtual board participation and use of board management software

5. Multiple Directorships: Include if there are specific restrictions or requirements regarding other directorships

6. Intellectual Property: Include if the director may be involved in strategic projects or product development

7. Performance Review: Include if specific performance evaluation processes are required

8. Training and Development: Include if there are specific requirements for ongoing professional development

Suggested Schedules

1. Schedule 1 - Remuneration Details: Detailed breakdown of fees, payment arrangements, and any equity components

2. Schedule 2 - Independence Criteria: Specific independence requirements from relevant regulations and company policies

3. Schedule 3 - Board and Committee Meeting Schedule: Expected meeting dates and time commitments

4. Schedule 4 - Company Policies: List of key company policies the director must comply with

5. Schedule 5 - D&O Insurance Details: Summary of insurance coverage terms and limits

6. Appendix A - Board Charter: Current board charter outlining governance framework

7. Appendix B - Committee Charters: Relevant committee charters if director serves on specific committees

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Appointment
ASX
ASX Listing Rules
Board
Board Charter
Board Committee
Business Day
Chair
Company
Company Constitution
Company Group
Confidential Information
Corporations Act
Director
Director Independence Criteria
D&O Insurance
Duties
Effective Date
Expiry Date
Fees
Financial Year
Independence Declaration
Independent Director
Intellectual Property Rights
Key Company Policies
Material Interest
Meeting
Notice
Personal Interest
Related Party
Relevant Interest
Remuneration
Representative
Secretary
Securities
Securities Trading Policy
Share Qualification
Subsidiary
Term
Termination Date
Clauses
Appointment
Term
Independence Requirements
Duties and Responsibilities
Time Commitment
Board Committees
Remuneration
Expenses
Share Qualification
Board Meetings
Confidentiality
Intellectual Property
Conflicts of Interest
Related Party Transactions
Securities Trading
Company Policies
Insurance and Indemnity
Performance Review
Professional Development
Multiple Directorships
Technology Use
Record Keeping
Termination
Post-Termination Obligations
Company Property
Notices
Assignment
Variation
Severability
Waiver
Entire Agreement
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Financial Services

Mining and Resources

Technology

Healthcare

Retail

Manufacturing

Professional Services

Energy

Infrastructure

Real Estate

Telecommunications

Education

Non-Profit Organizations

Transport and Logistics

Relevant Teams

Legal

Corporate Governance

Board Support

Company Secretariat

Compliance

Risk Management

Human Resources

Executive Office

Relevant Roles

Independent Director

Non-Executive Director

Board Chair

Company Secretary

Chief Executive Officer

General Counsel

Corporate Governance Manager

Board Relations Manager

Compliance Officer

Legal Counsel

Chief Legal Officer

Corporate Secretary

Industries
Corporations Act 2001 (Cth): Primary legislation governing company operations, director duties, responsibilities, and liabilities in Australia. Key sections include s180-183 (director duties), s198A (management powers), and s295A (financial reporting declarations).
ASX Listing Rules: For listed companies, these rules set out requirements for independent directors, including definition of independence and disclosure obligations. Particularly relevant are Rules 3.16-3.19 regarding director appointments and Rule 4.10.3 regarding corporate governance disclosures.
ASX Corporate Governance Principles and Recommendations: While not legislation, these principles provide important guidance on board composition, director independence, and corporate governance best practices that should be reflected in the agreement.
Income Tax Assessment Act 1997 (Cth): Relevant for director remuneration, fees, and tax obligations, including treatment of share-based payments and other benefits.
Competition and Consumer Act 2010 (Cth): Directors must ensure compliance with competition law and can be personally liable for certain breaches. The agreement should address these obligations.
Work Health and Safety Act 2011 (Cth): Directors have personal duties regarding workplace health and safety, which should be acknowledged in the agreement.
Privacy Act 1988 (Cth): Relevant for director's obligations regarding data protection and privacy compliance, particularly important for handling sensitive company information.
Personal Property Securities Act 2009 (Cth): May be relevant if the director agreement includes security interests or personal guarantees.
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

Find the exact document you need

Directors Contract Of Employment

An Australian-compliant employment contract template for appointing company directors, addressing both executive duties and statutory obligations.

find out more

Medical Director Contract

An Australian-law governed employment agreement for Medical Director positions, covering clinical leadership and administrative responsibilities in healthcare organizations.

find out more

Director Indemnity Agreement

An Australian law-governed agreement providing indemnification to directors for liabilities incurred in their role, subject to Corporations Act 2001 limitations.

find out more

Director Exit Agreement

An Australian agreement governing a director's resignation from a company's board and/or executive position, setting out departure terms and mutual obligations.

find out more

Agreement For Appointment Of Managing Director

An Australian law-governed agreement establishing the terms and conditions for appointing a Managing Director, addressing both corporate governance and employment aspects.

find out more

Executive Director Independent Contractor Agreement

Australian-law agreement establishing dual executive director and independent contractor relationship, addressing corporate governance and contractor obligations.

find out more

Director Settlement Agreement

An Australian law-governed agreement documenting terms and conditions of a director's departure from a company's board, including settlements, releases, and ongoing obligations.

find out more

Nominee Director Indemnity Agreement

An Australian agreement providing indemnification protection for nominee directors, compliant with the Corporations Act 2001 and related legislation.

find out more

Director Profit Sharing Agreement

An Australian law-governed agreement establishing terms for a director's profit-sharing arrangement with a company.

find out more

Director Confidentiality Agreement

An Australian law-compliant confidentiality agreement for company directors, protecting sensitive corporate information during and after board service.

find out more

Director Shareholder Agreement

An Australian law-governed agreement establishing rights and obligations between company directors and shareholders, defining corporate governance and share dealing frameworks.

find out more

Director Fee Agreement

An Australian-law governed agreement establishing director remuneration terms and conditions in compliance with the Corporations Act 2001.

find out more

Independent Director Agreement

An Australian law-governed agreement establishing the terms and conditions for the appointment of an independent director, including duties, remuneration, and compliance obligations.

find out more

Directors Loan Agreement

An Australian-compliant agreement governing loans between a company and its director, addressing Division 7A requirements and establishing loan terms and conditions.

find out more

Managing Director Contract Of Employment

An Australian law-governed employment contract for Managing Directors, outlining executive duties, remuneration, and statutory obligations.

find out more

Nominee Director Agreement

An Australian law-governed agreement establishing the appointment and duties of a nominee director, including their responsibilities and protections under Australian corporate law.

find out more

Company Director Agreement

An Australian law-governed agreement establishing the terms and conditions of a director's appointment to a company's board, including duties, responsibilities, and remuneration.

find out more

Non Executive Director Agreement

An Australian law-governed agreement establishing the appointment terms and conditions for a Non-Executive Director, including duties, remuneration, and statutory obligations.

find out more

Executive Director Employment Contract

An Australian law-governed agreement establishing employment terms and conditions for an executive director, addressing both employment relationship and director duties.

find out more

Directors Service Agreement

An Australian law-governed agreement establishing the terms, conditions, and obligations between a company and its director under the Corporations Act 2001.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.