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Company Director Agreement
"I need a Company Director Agreement for appointing a new independent director to our listed technology company's board, starting March 1, 2025, with specific provisions for participating in the audit and risk committees."
1. Parties: Identification of the company and the director, including their registered addresses
2. Background: Context of the appointment and brief company background
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the director position and duration of appointment
5. Duties and Responsibilities: Comprehensive list of director's duties under Companies Act and company requirements
6. Time Commitment: Expected time dedication to company matters
7. Remuneration: Director's fees, allowances, and other benefits
8. Expenses: Policy on reimbursement of expenses
9. Confidentiality: Obligations regarding confidential information
10. Conflict of Interest: Procedures for declaring and managing conflicts
11. Board Meetings and Decisions: Participation in board meetings and decision-making processes
12. Termination: Grounds and procedures for termination
13. Return of Property: Obligations upon termination
14. Governing Law: Jurisdiction and applicable law
15. Entire Agreement: Integration clause and relationship to other agreements
1. Non-Competition: Restrictions on involvement with competing businesses - include for executive directors
2. Committee Responsibilities: Additional duties for specific committee memberships - include if director will serve on committees
3. Share Qualification: Minimum shareholding requirements - include if required by articles
4. Insurance and Indemnification: D&O insurance coverage - include for listed companies or high-risk sectors
5. Additional Roles: Other positions held within company group - include for multiple appointments
6. Performance Metrics: Specific KPIs and evaluation criteria - include for executive directors
7. International Travel: Requirements and arrangements for international travel - include for global companies
1. Schedule 1 - Remuneration Details: Detailed breakdown of compensation package
2. Schedule 2 - Specific Duties: Detailed list of responsibilities and expectations
3. Schedule 3 - Company Policies: List of relevant company policies director must comply with
4. Schedule 4 - Board Committees: Details of committee assignments and responsibilities
5. Schedule 5 - Group Companies: List of related companies where director may have responsibilities
6. Appendix A - Consent to Act: Director's formal consent to act as per Companies Act requirements
7. Appendix B - Declaration of Interests: Initial declaration of director's interests in other companies
Authors
Affiliate
Agreement
Applicable Law
Board
Board Committees
Business
Business Day
Company
Company Group
Company Property
Confidential Information
Conflict of Interest
Director
Effective Date
Financial Year
Group Companies
Intellectual Property Rights
Material Interest
Memorandum and Articles of Association
Notice
Parties
Related Party
Remuneration
SEBI
Services
Subsidiary
Term
Territory
Termination Date
Term
Duties and Responsibilities
Authority
Remuneration
Benefits
Expenses
Time Commitment
Board Meetings
Committee Participation
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Conflict of Interest
Related Party Transactions
Performance Evaluation
Compliance
Representations and Warranties
Insurance and Indemnification
Company Policies
Record Keeping
Notice
Termination
Garden Leave
Return of Property
Governing Law
Dispute Resolution
Severability
Amendment
Entire Agreement
Force Majeure
Assignment
Waiver
Counterparts
Technology
Manufacturing
Financial Services
Healthcare
Retail
Real Estate
Infrastructure
Telecommunications
Energy
Professional Services
Education
Media and Entertainment
Pharmaceuticals
Automotive
Fast-Moving Consumer Goods
Legal
Corporate Secretarial
Board of Directors
Corporate Governance
Executive Leadership
Human Resources
Compliance
Risk Management
Board Director
Executive Director
Non-Executive Director
Independent Director
Managing Director
Whole-Time Director
Chairman
Vice Chairman
Nominee Director
Additional Director
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