Independent Non-Executive Director Letter of Appointment
To: [director name]
Address: [director address]
Date: [effective date]
Dear [director's first name],
Appointment as Non-Executive Director
We are pleased to confirm your appointment as an independent non-executive director ("INED") of [company name] (the “Company”), with effect from [start date] (the "Start Date"). This letter sets out the terms of your appointment and supersedes any prior arrangements relating to your role as a director.
By accepting this appointment, you confirm that you meet the criteria for independence as set out in the UK Corporate Governance Code and that you have no relationships or circumstances likely to affect your independent judgment.
Your appointment is as a statutory director only. You agree by signing below that this letter is a contract for services and does not create a contract of employment or an employment relationship. For the avoidance of doubt, you will not be considered an employee or worker of the Company.
Role, Duties, and Independence
As an INED, you agree to
Perform your statutory duties under the Companies Act 2006, including acting in the Company’s best interests, exercise independent judgment, avoiding conflicts of interest, and promoting the success of the Company.
Attend board meetings and, where applicable, meetings of committees of the board of directors (the "Board").
Comply with the Company’s Articles of Association (the "Articles") and applicable laws
Comply with the Company's corporate governance and other policies, including its whistleblowing policy, and raise concerns regarding wrongdoing in accordance with those policies and applicable law.
Maintain independence in judgment and decision-making, in accordance with the UK Corporate Governance Code.
You are expected to devote sufficient time to carry out your duties effectively, taking into account your other commitments.
Term
Your appointment will continue for an initial term of [initial term length] from the Start Date unless terminated earlier by either party in accordance with the Articles.
If applicable (such as for public companies), insert here a provision stating that re-election is subject to approval at the Company's AGM, such as:
'If applicable, your continued appointment may be subject to re-election by the Company’s shareholders at the Annual General Meeting (AGM), in line with the Articles or Board resolution. This is without prejudice to the Company’s right to remove you as a director under the Companies Act 2006 or the Articles.'
Time Commitment
You are expected to devote such time as is necessary for the proper performance of your duties and you should be prepared to spend at least [minimum time commitment] on Company business. This will typically include:
Scheduled Board meetings.
Committee meetings of which you are a member.
Annual General Meetings.
Meetings with shareholders, management, and external advisors.
Training, induction, and Board evaluation processes.
[other time commitments]
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