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Non Executive Director Agreement Template for Netherlands

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for a technology startup listed on Euronext Amsterdam, incorporating specific provisions for cybersecurity oversight responsibilities and equity-based compensation, with the appointment starting March 1, 2025."

Document background
The Non Executive Director Agreement is a crucial document used when appointing independent board members to provide oversight and strategic guidance to Dutch companies. This agreement is essential for establishing clear governance structures and ensuring compliance with Dutch corporate law, particularly the Dutch Civil Code and Corporate Governance Code. It defines the relationship between the company and the Non-Executive Director, covering key aspects such as appointment terms, duties, remuneration, and liability provisions. The document is particularly important for both listed and large private companies in the Netherlands, where strong corporate governance is essential. It helps protect both the company's and the director's interests while ensuring transparency and accountability in corporate oversight.
Suggested Sections

1. Parties: Identification of the Company and the Non-Executive Director

2. Background: Context of the appointment and company structure

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the appointment, position, and duration

5. Role and Duties: Core responsibilities and obligations as a Non-Executive Director

6. Time Commitment: Expected time dedication to the role

7. Board and Committee Positions: Specific board and committee assignments

8. Remuneration: Fees, expenses, and other financial arrangements

9. Confidentiality: Obligations regarding confidential information

10. Corporate Governance: Compliance with governance codes and company policies

11. Independence and Conflicts: Requirements for maintaining independence and handling conflicts

12. Liability and Indemnification: Director liability provisions and company indemnification

13. Termination: Conditions and procedures for ending the appointment

14. Data Protection: Handling of personal data under GDPR

15. Notices: Communication procedures between parties

16. Governing Law: Application of Dutch law and jurisdiction

Optional Sections

1. Insurance: Details of D&O insurance coverage, used when company provides specific insurance

2. Share Ownership: Requirements or restrictions on share ownership, relevant for listed companies

3. Additional Appointments: Provisions regarding other directorships, used when specific restrictions apply

4. Training and Development: Professional development provisions, important for first-time directors

5. Company Resources: Access to company facilities and support staff, used for larger organizations

6. Post-Termination Restrictions: Non-compete and other restrictions, relevant for sensitive industries

7. Internal Policies Compliance: Reference to specific internal policies, used in highly regulated sectors

Suggested Schedules

1. Schedule 1 - Remuneration Details: Detailed breakdown of fees, allowances, and payment terms

2. Schedule 2 - Board Committee Assignments: Specific committees and roles assigned to the director

3. Schedule 3 - Company Policies: List of key policies the director must comply with

4. Schedule 4 - Declaration of Interests: Director's existing interests and commitments

5. Appendix A - Articles of Association Extract: Relevant sections of the company's articles

6. Appendix B - D&O Insurance Summary: Summary of insurance coverage terms

7. Appendix C - Board Calendar: Annual schedule of board and committee meetings

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Energy

Retail

Professional Services

Real Estate

Telecommunications

Consumer Goods

Infrastructure

Media and Entertainment

Life Sciences

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretariat

Corporate Governance

Board Administration

Compliance

Human Resources

Finance

Risk Management

Internal Audit

Relevant Roles

Non-Executive Director

Independent Director

Board Member

Supervisory Board Member

Audit Committee Chair

Remuneration Committee Member

Nomination Committee Member

Risk Committee Chair

Corporate Governance Officer

Company Secretary

General Counsel

Chief Legal Officer

Head of Corporate Affairs

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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