Contract appointing a non-executive director

Written with our partners at:Wilkes logo

What’s a Contract appointing a non-executive director and when do you need it?

This is a straightforward agreement to appoint a non-executive director to your board.

It's suitable for private limited companies. It's not the same as an agreement to appoint an advisor for the company or an executive director, although there are similarities in the two roles.

Non-executive directors are official directors, who, unlike your normal executive directors, are not responsible for the day-to-day management of the business or its operations. Typically, they tend to have a much less hands-on role, but they are often counted on for their more niche expertise or specialist advice.

However, their legal duties, responsibilities and liabilities are the same as executive directors.

There's a difference between directors who are on the official register of directors, details of whom are publicly accessible on the Companies House website, and who share the risks of running your business with your other official board members, and directors who may be senior managers and who are simply called ‘director’, without being legally classified as one.

Non-executive directors fall into the former, legally-defined category. This template contains the duties that this board-level director may or will, in fact, be expected to perform.