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Non Executive Director Agreement

Non Executive Director Agreement Template for New Zealand

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for our NZX-listed manufacturing company, with specific provisions for international travel and share trading rules, as the director will be overseeing our expansion into Asian markets starting March 2025."

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Document background
The Non Executive Director Agreement is a crucial governance document used when appointing independent directors to a company's board in New Zealand. It is essential for establishing clear parameters of the non-executive director role while ensuring compliance with the Companies Act 1993 and other relevant legislation. The agreement is designed to protect both the company's and the director's interests by clearly defining responsibilities, remuneration, time commitments, and governance obligations. It includes specific provisions for confidentiality, conflicts of interest, and indemnification, while carefully maintaining the distinction between non-executive directorship and employment. This document is particularly important for companies seeking to strengthen their corporate governance through independent board oversight.
Suggested Sections

1. Parties: Identifies the company and the non-executive director entering into the agreement

2. Background: Outlines the context of the appointment and the company's desire to engage the director in a non-executive capacity

3. Definitions: Defines key terms used throughout the agreement

4. Appointment: Details of the appointment as non-executive director, including term and conditions precedent

5. Role and Duties: Specifies the director's role, responsibilities, and duties in accordance with the Companies Act 1993

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

7. Remuneration: Details of director's fees, meeting fees, and expense reimbursement

8. Confidentiality: Obligations regarding confidential information and company secrets

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

10. Indemnity and Insurance: Details of director's indemnification and D&O insurance coverage

11. Termination: Circumstances and procedures for terminating the appointment

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

Optional Sections

1. Share Trading: For listed companies - protocols for trading company shares and compliance with insider trading laws

2. Committee Appointments: Where the director will serve on specific board committees - details additional duties and any extra remuneration

3. Industry-Specific Obligations: For regulated industries - additional compliance obligations specific to the industry (e.g., financial services, healthcare)

4. Intellectual Property: Where the director may be involved in strategic or technical developments - provisions regarding IP rights

5. International Travel: For companies with international operations - provisions regarding international travel and related obligations

6. Subsidiary Boards: Where the director may serve on subsidiary boards - additional appointments and obligations

Suggested Schedules

1. Schedule 1: Board Charter: The company's board charter outlining governance principles and board procedures

2. Schedule 2: Code of Conduct: The company's code of conduct for directors

3. Schedule 3: Remuneration Details: Detailed breakdown of fees, payment arrangements, and expense policies

4. Schedule 4: D&O Insurance Policy: Summary of the directors' and officers' insurance coverage

5. Schedule 5: Board Committee Terms of Reference: Terms of reference for any committees the director will serve on

6. Appendix A: Consent to Act: Director's formal consent to act as required under the Companies Act 1993

7. Appendix B: Declaration of Interests: Initial declaration of director's relevant interests

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
Agreement
Appointment
Board
Board Committees
Board Charter
Business Day
Company
Companies Act
Confidential Information
Constitution
Commencement Date
Conflict of Interest
Director
Director's Duties
Director's Fees
D&O Insurance
Group
Intellectual Property Rights
Independent Director
Listed Company Rules
Material Interest
Non-Executive Director
Party/Parties
Related Company
Subsidiary
Term
Termination Date
Board Resolution
Company Secretary
Governing Law
Insolvency Event
Meeting Fees
Notice
Share Trading Rules
Shareholder
Subsidiary Board
Clauses
Appointment
Term
Role and Duties
Board Meetings
Time Commitment
Board Committees
Remuneration
Expenses
Confidentiality
Conflicts of Interest
Independence
Share Trading
Director's Interests
Indemnification
Insurance
Company Policies
Compliance
Intellectual Property
Board Review
Professional Development
Record Keeping
Company Resources
Termination
Resignation
Removal
Notice
Survival of Obligations
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Variation
Severability
Notices
Force Majeure
Relationship of Parties
Third Party Rights
Warranties
Data Protection
Health and Safety
Competition and Restraint
Relevant Industries

Financial Services

Technology

Healthcare

Manufacturing

Retail

Mining and Resources

Energy

Telecommunications

Professional Services

Real Estate

Agriculture

Education

Transport and Logistics

Media and Entertainment

Construction

Not-for-Profit

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Human Resources

Risk Management

Finance

Executive Office

Relevant Roles

Chief Executive Officer

Company Secretary

General Counsel

Board Chairman

Non-Executive Director

Corporate Governance Officer

Legal Counsel

Compliance Officer

Chief Financial Officer

Head of Human Resources

Corporate Secretary

Risk Management Officer

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, including director duties, responsibilities, powers, and liabilities. Sections 131-138 specifically outline directors' duties.
Financial Markets Conduct Act 2013: Regulates financial markets and governs director responsibilities in listed companies, including disclosure obligations and insider trading provisions.
Contract and Commercial Law Act 2017: Provides the legal framework for contract formation and enforcement in New Zealand, relevant for the agreement's basic terms and conditions.
Health and Safety at Work Act 2015: Outlines director responsibilities and due diligence obligations regarding workplace health and safety matters, even in a non-executive capacity.
Privacy Act 2020: Governs the collection, use, and disclosure of personal information, relevant for director's personal information handling and confidentiality obligations.
Employment Relations Act 2000: Relevant for establishing clear boundaries between executive and non-executive roles, ensuring the agreement doesn't inadvertently create an employment relationship.
Takeovers Act 1993: Relevant for directors of listed companies, governing conduct during takeover situations and director responsibilities.
Financial Markets Authority Act 2011: Establishes the Financial Markets Authority and its oversight powers, relevant for understanding regulatory compliance requirements for directors.
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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