Letter Of Appointment For A Non-Executive Director

Letter Of Appointment For A Non-Executive Director

[DATE] 

Dear [RECIPIENT NAME],

We are pleased to confirm your appointment as NON-EXECUTIVE DIRECTOR of [YOUR COMPANY NAME] effective [EFFECTIVE DATE], as per the approval of the nomination committee. This letter also serves as your contract with us; thus, your signature in this document affirms your agreement to the following terms and conditions:

• Appointment: The Board of Directors of [YOUR COMPANY NAME] hereby appoints you as a NON-EXECUTIVE DIRECTOR. You will be part of the Board of Directors, and your duties will be as reflected in this appointment letter. The Board of Directors is composed of committees, [LIST]. You are hereby further appointed as [DESIGNATION] of the [DEPARTMENT] committee. 
• Term: Your appointment as a non-executive director will be effective for the duration provided in the company's articles and by-laws. The term may be extended or reduced depending on the decision of the Board of Directors. 
• Duties and Responsibilities: As a non-executive director, it is your duty to take part in the activities of the Board of Directors, most especially in the [DETAIL] aspects of running the company. You are required to be diligent, prudent, and truthful in your work. You will uphold the ethical standards of the company in representing us through transactions with stakeholders, other companies, and other relevant persons and entities. You are not required to partake in daily company management. However, your expertise in [SUBJECT] will be required on a regular basis. You are required to attend all Board meetings, and all company meetings discussing agendas that are related to your line of work. Your time commitments to the company include [TIME]. You are expected to perform your duties in a professional and efficient manner.
• Professional Fees and Expenses: You will be paid USD [NUMBER] for your services to the company every [DATE 1] of the month, commencing one month after the signing of this appointment letter. All payments will be coursed through [TYPE]. The company reserves the right to make adjustments on your professional fees, as per the provided articles of the company. All expenses you incur in your performance of duties shall be paid for by the company. 
• Independence: You will conduct your duties as an independent director of the company. The company understands that you may have connections and engagements outside of the company, and the company requires that you disclose all interests as early as possible to prevent further conflicts and other issues that may affect your performance. You must also disclose all other further interests that you may come upon within your term of service. 
• Shareholding: You are allowed to hold company shares which are at least [NUMBER 1]% of your annual receivable fees after tax.
• Indemnity and Insurance: As a director, you are afforded with indemnity as provided by the Constitution of [COUNTRY]. You will also be provided with [TYPE 1] insurance. Such insurance includes [LIST 1]. A copy of your insurance policy is attached to this letter.
• Access to Confidential Information: Within your term of service, you will be exposed to or disclosed with confidential information related to the company, its business, and its people. You accept that it is your duty to uphold the highest confidentiality possible in relation to such information. Your undue disclosure of any confidential information to any third person or party will be grounds for termination of our engagement with you and our pursuit of legal action against you.
• Advice: You reserve the right to seek professional advice from any third party adviser regarding matters concerning your work at the company, provided that you inform the board firsthand of your desire to avail of any third party adviser's services. All directors are free to seek consultation with the Secretary of the Board.
• Applicable Law: This agreement is governed by the laws of [COUNTRY]. 

Please return a signed copy of this appointment letter to us through the address [ADDRESS]. 

We hope to see you soon.

Regards,

[YOUR SIGNATURE] 

[YOUR NAME]