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Non Executive Director Agreement

Non Executive Director Agreement Template for Singapore

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for our Singapore-listed technology company, appointing a senior banking executive who will chair our audit committee starting March 2025, with standard remuneration terms and additional provisions for international travel."

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Document background
The Non-Executive Director Agreement is essential for companies in Singapore seeking to formalize the appointment of independent board members. This document is required when appointing non-executive directors to ensure compliance with Singapore's Companies Act, Corporate Governance Code, and other relevant regulations. The agreement typically covers key aspects such as appointment terms, duties, remuneration, and regulatory compliance requirements. It serves as a crucial governance document that protects both the company's and the director's interests while ensuring transparency in board appointments.
Suggested Sections

1. Parties: Identification of the company and the non-executive director

2. Background: Context of the appointment and company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Scope of role and key responsibilities as per Companies Act and Corporate Governance Code

6. Time Commitment: Expected time dedication, board meetings attendance, and other commitments

7. Remuneration: Fees, allowances, and payment terms including tax considerations

8. Confidentiality: Obligations regarding confidential information and compliance with PDPA

9. Termination: Circumstances and process for ending the appointment

Optional Sections

1. Committee Appointments: Details of specific committee roles and responsibilities, applicable when director will serve on board committees

2. Share Dealing: Rules for trading in company shares, required for listed companies under Securities and Futures Act

3. International Travel: Travel requirements and arrangements, applicable when role involves international commitments

4. Additional Directorships: Rules about holding other directorship positions, relevant when company has specific policies on multiple directorships

Suggested Schedules

1. Schedule 1: Board Charter: Detailed board responsibilities and governance framework

2. Schedule 2: Code of Conduct: Company's code of conduct and ethics

3. Schedule 3: Committee Terms of Reference: Terms of reference for relevant board committees

4. Appendix A: Remuneration Details: Detailed breakdown of compensation structure and payment terms

5. Appendix B: Conflict of Interest Policy: Detailed policy on managing conflicts of interest as per Companies Act requirements

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

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alex.den.21@genieai.co
Clauses
Appointment and Term
Duties and Responsibilities
Time Commitment
Board Committees
Remuneration
Expenses
Independent Status
Confidentiality
Conflicts of Interest
Inside Information
Share Dealing
Director's Powers
Board Meetings
Performance Review
Professional Development
Insurance and Indemnity
Company Property
Data Protection
Intellectual Property
Regulatory Compliance
Corporate Governance
Termination
Notice
Exit Obligations
Surviving Provisions
Entire Agreement
Variation
Assignment
Severability
Notices
Third Party Rights
Governing Law
Dispute Resolution
Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, covering director's duties, statutory obligations, disclosure requirements, and fiduciary duties

Securities and Futures Act (Cap. 289): Regulates securities trading, including insider trading provisions, disclosure obligations for listed companies, and securities trading restrictions for directors

Corporate Governance Code: Guidelines covering board composition requirements, independence criteria for non-executive directors, committee participation requirements, and recommended governance practices

SGX Listing Rules: For listed companies: specifies director's responsibilities, compliance requirements, and disclosure obligations under stock exchange regulations

Employment Act (Cap. 91): While NEDs are typically not employees, this act is relevant for establishing clear distinction in terms of engagement from regular employment

Personal Data Protection Act 2012: Governs the handling of personal information and data protection obligations in the context of directorship

Income Tax Act: Covers tax treatment of director's fees and related reporting requirements for non-executive directors

Prevention of Corruption Act: Addresses anti-bribery provisions and conflict of interest management for directors

Key Agreement Components: Essential elements including appointment terms, duties, time commitment, remuneration, confidentiality, IP, termination provisions, indemnity and insurance, and conflict of interest procedures

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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