Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
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]
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This document is a contract for services that defines the relationship between a company and a non-executive director. It is not an employment contract and contains specific sections for annual fees, time commitments, and compliance with the UK GDPR. It expressly excludes the director from being considered a worker or employee of the company.
When should you use it?
Use this letter when appointing an independent director who will provide oversight and advice rather than day-to-day management. For individuals who will perform executive functions or have regular operational duties, use an Executive Director Service Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Introduction | Appointment as Non-Executive Director | Confirms the appointment is a contract for services and expressly excludes any employment relationship or worker status. |
| 1 | Role and Duties | Obliges the director to perform statutory duties under the Companies Act 2006 and comply with the Company’s whistleblowing policy. |
| 3 | Time Commitment | Requires a minimum time commitment of [minimum time commitment] for scheduled Board meetings, the AGM, and shareholder meetings. |
| 4 | Fees and Expenses | Specifies an annual fee of £[amount] and permits reimbursement for reasonable expenses upon provision of receipts. |
| 6 | Confidentiality | Protects trade secrets indefinitely and other confidential information for 12 months following the termination of the appointment. |
| 8 | Termination | Allows for immediate termination without notice in the event of fraud, bankruptcy, or a material breach of the letter. |
| 9 | Restrictive Covenants | Prohibits the solicitation of clients or poaching of employees for [duration] following the cessation of the appointment. |
Who it's for
- a UK company appointing an independent director to provide oversight without creating an employment relationship
- a non-executive director agreeing to statutory duties under the Companies Act 2006 for a fixed fee
- a board of directors requiring a formal record of a director's minimum time commitment and restrictive covenants
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
[initial term length]
Notice to end it
[notice period]
Survives the end
Confidentiality, Intellectual Property, Restrictive Covenants and Post-Termination Obligations
Signed by
Company Signatory, Director
Witness
Not required
Notarisation
Not required
Also needed
director must resign office upon termination
Law it's drafted under
Refers to
Companies Act 2006
Refers to
Data Protection Act 2018
Refers to
UK GDPR
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Jurisdiction
England & Wales
Document info
HTML document. Document created on Sat Nov 29th, 2025. Last updated on Sat Nov 29th, 2025.
This document is public
Licensed under CC BY 4.0 (Attribution).
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