Company Director Agreement Template for India

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Key Requirements PROMPT example:

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."

Document background
The Company Director Agreement is a fundamental governance document used when appointing new directors or formalizing existing director relationships within Indian companies. This agreement is essential under Indian corporate law, particularly the Companies Act 2013, and should be implemented whenever a director joins a company's board, whether in an executive or non-executive capacity. The document comprehensively covers the director's roles, responsibilities, remuneration, and obligations, while ensuring compliance with statutory requirements and corporate governance best practices. It's particularly crucial for establishing clear expectations, protecting confidential information, managing potential conflicts of interest, and defining the terms of engagement between the company and its directors. The agreement should be tailored to reflect specific requirements based on whether the director is executive or non-executive, and whether the company is listed or unlisted.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Retail

Real Estate

Infrastructure

Telecommunications

Energy

Professional Services

Education

Media and Entertainment

Pharmaceuticals

Automotive

Fast-Moving Consumer Goods

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Corporate Governance

Executive Leadership

Human Resources

Compliance

Risk Management

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Whole-Time Director

Chairman

Vice Chairman

Nominee Director

Additional Director

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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