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 a non-executive director 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 are eligible to serve as a non-executive director under the Company’s Articles of Association ("Articles"), applicable law, and any relevant regulatory or governance requirements, and that you are not disqualified from acting as a director.
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 and Duties
You agree to perform your statutory duties under the Companies Act 2006, including your duties to act in the Company’s best interests, exercise independent judgment, avoid conflicts of interest, and promote the success of the Company.
You will:
Attend board meetings and, where applicable, meetings of committees of the board of directors (the "Board").
Provide independent oversight and advice to the Company’s executive management.
Comply with the Company’s 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.
You are expected to devote sufficient time to carry out your duties effectively, taking into account your other commitments.
Term
Your appointment shall continue for an initial term of [initial term length] from the Start Date unless terminated earlier by either party in accordance with this letter or 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 the Company is required by its Articles or the Board so resolves, your continued appointment is subject to re-election by the Company’s shareholders at the Annual General Meeting (AGM). Nothing in this letter affects the Company’s right to remove you as a director under the Companies Act 2006, the Articles, or any other applicable law.'
Time Commitment
You will be 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 is based on preparation for and attendance at:
scheduled Board meetings
the AGM;
meetings of the non-executive directors;
meetings with shareholders;
updating meetings/training; and
meetings as part of the Board evaluation process.
[other time commitments]
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