Director Fee Agreement Template for India

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Key Requirements PROMPT example:

Director Fee Agreement

"I need a Director Fee Agreement for appointing an independent director to our listed technology company's board starting March 1, 2025, including additional compensation for serving as Audit Committee chair and incorporating SEBI compliance requirements."

Document background
The Director Fee Agreement is a fundamental document required when appointing directors to a company's board in India. It is essential for establishing clear terms of engagement and compensation structure in compliance with the Companies Act 2013 and other applicable regulations. This agreement becomes necessary when formalizing director appointments, whether for executive, non-executive, or independent directors, and must align with statutory requirements regarding director remuneration limits and approval processes. The document typically includes comprehensive details about fee components, payment schedules, statutory obligations, and governance responsibilities, ensuring transparency and regulatory compliance in director compensation arrangements. For listed companies, additional SEBI compliance requirements must be incorporated into the agreement.
Suggested Sections

1. Parties: Identification of the Company and the Director, including their registered addresses and registration details

2. Background: Brief context about the director's appointment and the purpose of the agreement

3. Definitions: Key terms used throughout the agreement including 'Board', 'Companies Act', 'Confidential Information', 'Services', etc.

4. Appointment and Term: Details of the director's appointment, position type (executive/non-executive), and duration of appointment

5. Duties and Responsibilities: Comprehensive listing of director's duties under Companies Act and company requirements

6. Remuneration Structure: Detailed breakdown of fees, including sitting fees, commission, and other compensation components

7. Payment Terms: Timing and method of fee payments, including tax considerations and TDS

8. Compliance and Governance: Director's obligations regarding statutory compliance and corporate governance requirements

9. Confidentiality: Provisions regarding confidential information handling and non-disclosure obligations

10. Termination: Conditions and process for termination of the agreement

11. General Provisions: Standard clauses including notices, governing law, and dispute resolution

Optional Sections

1. Performance Metrics: Specific performance criteria for variable compensation, used when fee includes performance-linked components

2. Additional Benefits: Details of any additional benefits like insurance, club memberships etc., included when offering beyond basic fee structure

3. Stock Options: Terms of any stock option grants, required when equity compensation is part of the package

4. Committee Responsibilities: Additional fees and duties for committee positions, included when director serves on board committees

5. Non-Compete: Restrictions on competing activities, typically included for executive directors

6. Indemnification: Specific indemnification provisions beyond standard liability coverage

7. International Travel: Special provisions for international travel and related compensation, included for companies with global operations

Suggested Schedules

1. Schedule A - Fee Structure: Detailed breakdown of all compensation components including basic fees, sitting fees, and commission calculations

2. Schedule B - Board and Committee Meetings: Details of expected board and committee meeting attendance requirements and related compensation

3. Schedule C - Expense Policy: Policy regarding reimbursement of expenses incurred in role performance

4. Schedule D - Code of Conduct: Company's code of conduct and ethics applicable to directors

5. Appendix 1 - Statutory Declarations: Required declarations under Companies Act 2013 regarding eligibility and independence

6. Appendix 2 - Compliance Forms: Standard forms for ongoing compliance reporting by directors

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Information Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy

Telecommunications

Consumer Goods

Professional Services

Education

Infrastructure

Media and Entertainment

Pharmaceuticals

Automotive

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Human Resources

Finance

Compliance

Corporate Governance

Risk Management

Internal Audit

Compensation & Benefits

Relevant Roles

Board Director

Independent Director

Executive Director

Non-Executive Director

Company Secretary

Chief Legal Officer

Head of Compliance

Corporate Governance Officer

Chief Financial Officer

HR Director

Board Chairman

Managing Director

Nomination Committee Member

Remuneration Committee Member

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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