The Independent Director Agreement is a crucial document used when appointing independent non-executive directors to a company's board in South Africa. It serves as the formal contract between the company and the independent director, ensuring compliance with the Companies Act 71 of 2008 and the King IV Report on Corporate Governance. This agreement is essential for listed companies and recommended for larger private companies seeking to implement robust corporate governance structures. The document covers key aspects including independence criteria, fiduciary duties, board committee responsibilities, remuneration, and liability protection. It's particularly important in the South African context where corporate governance requirements emphasize the role of independent directors in ensuring transparency, accountability, and protection of stakeholder interests.
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1. Parties: Identification of the Company and the Independent Director
2. Background: Context of the appointment and confirmation of director's independence status as per Companies Act requirements
3. Definitions: Key terms used in the agreement, including relevant legislation and governance documents
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Independence Requirements: Specific criteria and ongoing obligations to maintain independence status
6. Duties and Responsibilities: Core duties as per Companies Act, King IV Report, and company requirements
7. Time Commitment: Expected time allocation for board and committee meetings
8. Remuneration and Benefits: Compensation structure, including fees and allowances
9. Board Committees: Participation in board committees and related responsibilities
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Conflicts of Interest: Procedures for declaring and managing conflicts of interest
12. Termination: Grounds and procedures for termination of appointment
13. Indemnity and Insurance: Director liability protection and insurance provisions
14. Governing Law: Confirmation of South African law as governing law
15. General Provisions: Standard contractual clauses including notices, amendments, and entire agreement
1. Share Dealing: Required if the company is listed - protocols for trading in company shares
2. Professional Development: Optional provisions for continued professional development and training
3. External Appointments: Regulations regarding other directorships and professional commitments
4. Technology and Equipment: Provisions for company-provided equipment and technology access
5. Travel and Accommodation: Specific arrangements for non-local directors requiring regular travel
6. Performance Evaluation: Specific procedures for regular performance assessment
7. Subsidiary Boards: Required if director will serve on subsidiary company boards
8. Social Media Policy: Guidelines for social media use and public communications
1. Schedule 1 - Remuneration Details: Detailed breakdown of fees, allowances, and payment terms
2. Schedule 2 - Board and Committee Meeting Schedule: Annual calendar of scheduled meetings and time commitments
3. Schedule 3 - Company Policies: List of relevant company policies the director must comply with
4. Schedule 4 - Independence Criteria: Detailed independence requirements as per Companies Act and King IV
5. Schedule 5 - D&O Insurance Details: Summary of Directors and Officers liability insurance coverage
6. Appendix A - Declaration of Interests: Template for declaring interests and potential conflicts
7. Appendix B - Board Charter Extract: Relevant sections of the board charter affecting independent directors
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