Letter Appointing Non-Executive Director

Letter Appointing Non-Executive Director


This document is used to appoint a non-executive director to the company’s board of directors.

It is a contract for services, not a contract of employment; if the non-executive director is to be employed by the company then a contract of employment needs to be used.

It sets out the main terms of appointment.


  • Is the non-executive director being appointed or have they accepted a previous offer?
  • How long will the appointment as non-executive director last? When will the appointment start?
  • Can the appointment be terminated by either party? How much notice has to be given?
  • Does the appointment need to be agreed by the shareholders at an AGM? Will the new non-executive director be able to have his appointment confirmed, or will he have to retire and be re-elected? Will this process have to happen again at another AGM (according to the articles of association)?
  • Will the non-executive director be required to sit on any Board committees? Will s/he have to sit on the board of any subsidiary companies or joint ventures?
  • Under what circumstances can the company terminate the appointment of the non-executive director? Should road traffic offences be considered in the same way as other criminal offences? Does the company have an anti-corruption and bribery policy and procedures that need to be complied with, or is it just the provisions in the Bribery Act which need to be complied with?
  • Who should the non-executive director talk to regarding concerns with his/her role?
  • How much time will the non-executive director be expected to devote to the company? Will they be required to attend a specific number of events per year (e.g. a set number of board meetings)? Will overseas travel be necessary?
  • Is the non-executive director expected to comply with the requirements of any global stock exchanges (e.g. New York)?
  • Who should any wrongdoing be reported to?
  • Should the provisions of the Bribery Act be complied with? Does the company have internal control framework relating to bribery provisions?
  • How much will the non-executive director be paid? Will they be paid monthly or quarterly? Will they be given any additional shares in the company? How often will the fee be reviewed by the board?
  • Will additional fee be offered if the non-executive director takes on further roles (e.g. the chairperson of a committee)? How much will be paid, and how often?
  • Is there a minimum shareholding level required by the company? Does it need to be complied with?
  • How should expense claims be dealt with? Is there a procedure to attach or does someone need to be contacted to find out the procedure? Who should be contacted?
  • Is there a procedure for obtaining professional advice? Can it be attached or does someone need to be contacted to find out the procedure? Who should be contacted?
  • Has the Board considered whether the non-executive director is independent according the UK Corporate Governance Code? Is this necessary?
  • Does the company have a policy for disclosing confidential information which is required by law?
  • Is there a copy of the company’s current share dealing code which can be attached or will it be provided separately?
  • Will the non-executive director have an induction period? Will it involve overseas travel? How many days will the induction period last?
  • Is there an insurance and indemnity policy document that can be attached or is there someone who should be contacted for it? Who should be contacted? What is the indemnity limit?
  • Will the non-executive director have property to return to the Company? (think about documents as well as laptop etc.)
  • Will there be any post-termination restrictions? How long will the restriction last?
  • Will the Company hold sensitive data about the non-executive director? Will this be provided to group companies? Will it be provided to countries outside of the European Economic Area?
  • Does the Company have a data protection policy that can be attached or is there someone who should be contacted for it? Who should be contacted?
  • Have any documents been referred to in the letter?
  • Will the courts of England and Wales have exclusive or non-exclusive jurisdiction?
  • Who should the letter be returned to?

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