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Independent Director Agreement

Independent Director Agreement Template for Netherlands

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for a listed fintech company in the Netherlands, with specific provisions for the director serving as Audit Committee chair and additional clauses addressing cryptocurrency expertise requirements, starting March 1, 2025."

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Document background
The Independent Director Agreement is a crucial document used when appointing non-executive directors who meet specific independence criteria under Dutch law. This agreement is particularly important for listed companies, regulated entities, and organizations adhering to corporate governance best practices in the Netherlands. It encompasses all essential elements required by the Dutch Civil Code and Corporate Governance Code, including independence requirements, duties, remuneration, and liability provisions. The document is designed to ensure proper corporate governance, protect stakeholder interests, and maintain transparency in board operations. It's commonly used during new board appointments or when updating terms for existing independent directors to reflect current legal requirements and governance standards.
Suggested Sections

1. Parties: Identification of the company and the independent director

2. Background: Context of the appointment and confirmation of independence status

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Formal appointment as independent director, duration, and renewal provisions

5. Independence Requirements: Specific criteria and ongoing obligations to maintain independence

6. Duties and Responsibilities: Core duties, including statutory obligations under Dutch law and specific board committee roles

7. Time Commitment: Expected time dedication and other directorship limitations

8. Remuneration: Director fees, meeting fees, and expense reimbursement policy

9. Confidentiality: Obligations regarding confidential information and company secrets

10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest

11. Liability and Indemnification: Scope of liability protection and indemnification provisions

12. Insurance: Directors and Officers (D&O) insurance coverage

13. Termination: Circumstances and procedures for ending the appointment

14. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes

Optional Sections

1. Board Committee Appointments: Used when the director will serve on specific committees

2. Share Qualification: Required if directors must hold a minimum number of company shares

3. Additional Roles: For cases where the director takes on specific additional responsibilities

4. Technology and Equipment: When the company provides specific tools or equipment

5. Training and Development: If specific ongoing training requirements exist

6. International Travel: For boards with international operations requiring significant travel

7. Non-Competition: If specific competitive restrictions are required

8. Data Protection: Detailed GDPR compliance requirements

Suggested Schedules

1. Schedule 1 - Independence Criteria: Detailed independence requirements under Dutch law and Corporate Governance Code

2. Schedule 2 - Remuneration Details: Comprehensive breakdown of all compensation elements

3. Schedule 3 - Board Committee Terms of Reference: Specific committee roles and responsibilities

4. Schedule 4 - Company Policies: Key corporate policies applicable to board members

5. Schedule 5 - D&O Insurance Terms: Summary of insurance coverage and key terms

6. Appendix A - Declaration of Interests: Template for declaring potential conflicts of interest

7. Appendix B - Expense Policy: Detailed rules for expense claims and reimbursement

8. Appendix C - Confidentiality Agreement: Detailed confidentiality obligations and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































Clauses







































Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Energy

Retail

Telecommunications

Professional Services

Real Estate

Infrastructure

Transportation

Media and Entertainment

Consumer Goods

Life Sciences

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Finance

Risk Management

Internal Audit

Corporate Affairs

Investor Relations

Relevant Roles

Independent Director

Non-Executive Director

Board Member

Supervisory Board Member

Audit Committee Chair

Remuneration Committee Member

Nomination Committee Member

Risk Committee Member

Lead Independent Director

Corporate Governance Officer

Company Secretary

General Counsel

Chief Legal Officer

Head of Corporate Governance

Board Chair

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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