make your free non-executive director letter of appointment

private & confidential

dear  ,

in this letter of agreement (by way of deed), the following definitions apply:

1. in the agreement, unless the opposite is clear from the context:
   1. all singular words include plural ones and vice versa;
   2. all references to paragraphs, schedules or appendices are to the ones in the agreement;
   3. all references to a person include firms, companies, government entities, trusts and partnerships;
   4. the term "including" does not exclude anything not listed;
   5. all references to statutory provisions include any changes to those provisions;
   6. the headings are not part of the agreement.
2. this letter of agreement records the terms on which you are to serve as a non-executive director of the company, starting from . this is a contract for services and not a contract of employment. you are not our employee.
3. non-executive directors usually serve two three-year terms but may be invited by the board to serve for longer. any term renewal is subject to board re-nomination. there is no right to this.
4. your appointment is subject at all times to:
   1. the articles of association (including any provision(s) requiring directors to retire and seek re-election at any annual general meeting (agm));
   2. satisfactory performance and any requirement at any time for shareholder approval that the board considers to be necessary in respect of your appointment or its terms; and
   3. the provisions of applicable law, including the companies acts.
5. your appointment on the terms of this letter will continue until ended by either party giving  months' of prior written notice. we can choose to end this appointment without letting the notice period run its course by making a payment equal to the fees that would have been due during the unexpired notice period, less tax and national insurance contributions and other deductions as required by law.
6. you will be entitled to payment for your services as a non-executive director at the rate of £ a year, accruing daily and payable monthly in arrears, less deduction of any tax and national insurance contributions which the company is, by law, obliged to deduct. you will not participate in any bonus schemes or in any other benefit in kind arrangements nor will you be entitled to any compensation for loss of office.
7. you must devote such time as is necessary to the performance of your duties as a non-executive director. you confirm by signing this letter that you are able to make sufficient time to carry out your duties effectively under this agreement and will advise   before accepting other commitments, which may interfere with time spent on your duties under this agreement.
8. you must attend periodic board meetings (normally  a year), any general meetings of the company and, if we ask, meetings of the remuneration and/or audit committees (or any other committee(s) that you are appointed to) unless you are too ill to attend or your absence has otherwise been excused. you must spend enough time preparing for those meetings beforehand. non-executive directors must work with and through the board; they are not expected to undertake executive duties or to assume executive responsibilities. we anticipate an overall time commitment of  a year but this is a non-binding estimate and does not include the induction phase or any additional time needed if you are appointed to any committee of the board. you will be notified of any expected increase in time commitment on being appointed to carry out additional responsibilities.
9. you agree to an induction phase to your appointment, where you will make site visits and meet with different levels of management, our auditors and some of our shareholders. we do not envisage this will take longer than  in addition to the time commitment outlined above.
10. you confirm that by accepting this appointment or performing any of your duties for us, you will not be in breach of any agreement or other obligation binding on you.
11. your appointment and this letter of agreement will end immediately without any entitlement to compensation (save for any unpaid fees accrued up to the date of termination) if:
    1. you are removed as a director by resolution passed at a general meeting or otherwise as permitted by law;
    2. you stop being a director because of any provision of the articles of association or because your appointment (or any renewal of your appointment) is not approved by shareholders where this is a requirement of the articles of association or because of any legal requirement including the companies act; or
    3. you become bankrupt or enter into any composition or arrangement with or for the benefit of your creditors including a voluntary arrangement under the insolvency act 1986;
    4. you are now or in the future prohibited by law from being a director; or
    5. the company ends your appointment in circumstances where:
       1. you are guilty of any misconduct or have committed any serious or persistent breach of any of your obligations to us or any group company;
       2. you are found guilty of any fraud or dishonesty; or
       3. you commit a criminal offence or are otherwise guilty of any conduct which the board reasonably believes may damage your or our reputation or the reputation of any group company.
12. if we formally ask you to resign as a director of the company or any group companies when this letter of agreement or your appointment terminates, however, that happens, then you must do this immediately. you irrevocably appoint us to be your attorney in your name and on your behalf to execute documents, use your name and do anything necessary or desirable for the employer to effect your resignation as a director of the company or any group company employer if you do not resign immediately when we ask you to and obtain the full benefit of this clause. a written certificate, signed by any of our directors, that any document or act falls within the authority given by this clause is conclusive evidence that it does.
13. as a non-executive director, you are part of the board and must comply with the duties that all directors owe. you must perform your duties faithfully, efficiently and diligently to the best of your abilities and in line with the seniority of the role you hold, your knowledge, skills and experience.
14. in your role as non-executive director, you must:
    1. help develop and constructively challenge proposals on strategy;
    2. scrutinise the performance of our management team in meeting agreed goals and objectives and monitor the reporting of performance;
    3. satisfy yourself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
    4. determine appropriate levels of pay of executive directors and have a prime role in appointing and, where necessary, removing executive directors, and in succession planning;
    5. devote time to developing and refreshing your knowledge and skills, including attending training sessions the board reasonably recommend for you;
    6. set and uphold high standards of integrity and ethics and support the other directors in instilling the appropriate culture, values and behaviours within and outside the boardroom;
    7. insist on receiving high-quality information sufficiently in advance of board meetings;
    8. take into account the views of shareholders and other stakeholders where appropriate and encourage other members of the board to do so;
    9. comply with our policies and procedures applicable to directors that are notified to you;
    10. disclose any direct or indirect interest you may have in any matter being considered at a board or committee meeting so that it can be decided whether you are permitted to vote under the articles, or whether you will not be able to vote because of a direct or indirect interest;
    11. immediately report your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or other director of the company of which you become aware to  ; and
    12. not do anything that would cause you to be disqualified from acting as a director.
15. you must exercise your powers in your role as a non-executive director consistent with applicable law and regulation, including the companies acts. you must behave in the way that you consider, in good faith, is most likely to promote our success for the benefit of shareholders as a whole, and by law must have regard to (amongst other matters) the:
    1. likely consequences of any decision in the long term;
    2. interests of our employees;
    3. need to foster our business relationships with suppliers, customers and others;
    4. impact of our operations on the community and the environment;
    5. desirability of us maintaining a reputation for high standards of business conduct, and
    6. need to act fairly as between our shareholders.
16. if you are unclear about any of the terms of this agreement, including your duties and what is expected of you, or you have any concerns, you should contact  . if your concerns cannot be dealt with to your satisfaction or for any other reason you choose to resign, you must write to   so that this can be passed to the board.
17. as soon as your appointment ends, however, that happens, or earlier if we request it, you must:
    1. return to us, all property that you have or control that belongs to us or relates to our business including but not limited to all documents and any car, keys, swipe cards, laptops and mobile phones;
    2. notify us of all passwords used by you on our computer and communications systems;
    3. delete any such property and information from any electronic device which belongs to you.
18. we will reimburse you for reasonable travel, hotel and other expenses that you incur in performing your duties properly under this agreement, as long as you comply with any expenses policy in force at that time.
19. during your appointment, you may work for or be involved in any other business or undertaking as long as:
    1. you disclose significant interests to the board at the start of this agreement and whenever your interests change during this agreement;
    2. your outside interests doing this do not create a conflict or potential conflict, or interfere with your duties for us; and
    3. the other business or undertaking does not directly compete with us.

    nothing in this letter of agreement prevents you from holding an investment by way of shares or other securities of not more than % of the total issued share capital of any company listed or dealt in on a recognised stock exchange.

20. during your appointment, you may have access to confidential information concerning us and our business as well as group companies and their businesses, which will be deemed to include any non-public information concerning our or any group company's:
    1. finances, operational model, business plans and sales and marketing information, plans and strategies, business transactions, research activities and dealings and affairs;
    2. customers, suppliers, licensors, licensees, agents, distributors or contractors including, without limitation, lists of, identities of, contact details of and requirements of such persons, pricing or price structures, discounts, special prices or special contract terms offered to or by or agreed with such persons;
    3. existing and planned goods or services and their components and any underlying technology or proprietary materials, product lines;
    4. computer and communications systems, source codes and software;

    in each case whether past, current, future or prospective but not including any information which is or becomes generally available to the public other than through your breach of this agreement.

21. you are entitled to request any information about our affairs, which are relevant and reasonably necessary in order for you to fulfil your role under this agreement.
22. during and after your appointment you must securely store our confidential information and not use or disclose or allow anyone else to use or disclose any of our confidential information, except:
    1. as necessary to perform your duties for us, properly;
    2. with our consent;
    3. as required by law or ordered by a court that has jurisdiction; or
    4. to make a protected disclosure within the meaning of section 43a of the employment rights act 1996.
23. we will process personal data and sensitive personal data ('special categories of personal data') about you in accordance with our data protection policy and data protection privacy notice, available from   or the staff handbook.
24. 'personal data' includes references, personal records, emails containing personal details, addresses and details of contractual benefits.
25. 'sensitive personal data' includes information about:
    1. your health, to monitor sick leave and take decisions about your fitness for work; and
    2. your racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation.
26. you will comply with your obligations under our data protection policy and other relevant policies.
27. we will process your data in accordance with our data protection privacy notice, specifically to:
    1. meet our obligations under this letter; and
    2. ensure that we are complying with our legal obligations.

    in other cases, we have a legitimate interest in processing your data before, during and after the end of your appointment.

28. we may transfer personal data and sensitive personal data outside the uk or european economic area in accordance with our data protection privacy notice.
29. you will comply with all lawful and reasonable directions of the board and all our rules and regulations. you must not enter into any commitment on our behalf unless specifically authorised by the board to do so.
30. you waive all moral rights under the copyright, designs and patents act 1988 (and all similar rights in other jurisdictions) which you have or will have in any existing or future works prepared by you in the provision of your services to us and will not start or support any claims that any use of the works infringes your moral rights.
31. this agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the agreement. you agree that you have no remedy for any representation not contained in this letter and have no claim for innocent or negligent misrepresentation. nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
32. no party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the agreement without the prior written consent (not to be unreasonably withheld) of the other party.
33. no variation of the agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
34. the contracts (rights of third parties) act 1999 does not apply to the agreement and no third party has any right to enforce or rely on any provision of the agreement.
35. unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
36. a provision which by its intent or terms is meant to survive the termination of the agreement will do so.
37. if any court or competent authority finds that any provision (or part) of the agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the agreement will not be affected.
38. unless specifically provided by the parties, nothing in the agreement will establish any partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the agreement authorise any party to enter into any commitments for or on behalf of the other party.
39. other than dealings in the normal course of business, any notice, request, demand or other communication (collectively notices) to be given under this agreement will be deemed to be duly given by either party if:
    1. sent by first class post addressed to the other party at (in the case of a notice to the company) its registered office or (in the case of a notice to you) the address that you have last notified to us; or
    2. given personally to (in the case of a notice to the company) another director or (in the case of a notice to you) to you; or
    3. sent by electronic mail to the business email address of the chief executive of the company or your email address as notified in writing to the company from time to time.
40. any such notice will be deemed to have been given:
    1. if sent by first class post, 48 hours (or, if sent to or from a place outside the united kingdom, seven days) after the time of posting and, in proving service, it will be sufficient to prove that the envelope containing such notice was properly addressed, stamped and put in the post;
    2. if sent by email, 24 hours after sending.
41. this agreement shall be governed by and interpreted according to the law of england and wales and all disputes arising under the agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the english and welsh courts.
42. this agreement is delivered as a deed on the effective date.
43. kindly confirm your agreement to the terms set out above by signing the endorsement on the enclosed copy of this letter and returning the copy to me at the above address.