Letter of Appointment for Non-Executive Directors

A letter appointing a non-executive director to a company.



This is a formal letter appointing a non-executive director (commonly referred to as a NED) to your company. It sets out the main terms of the appointment and the non-executive director’s responsibilities and legal duties within the board of the company.

A non-executive director is a member of a company’s board of directors but is not part of the executive management team and does not get involved in the day-to-day running of the company. NEDs are usually people of stature and experience who can act as a source of independent advice and oversight of the company.

Using a formal letter of appointment helps to protect your company’s confidential information, intellectual property, and more. It clarifies the rights and responsibilities of the non-executive director and sets out the non-executive director’s obligations to the company. This letter also helps to show the relationship is not one of employment, which can prevent costly disputes or legal claims against your company in the future.

This letter of appointment covers a wide range of terms that are important for setting out the relationship between the non-executive director and the company. Examples of such terms are:

  • confirming that the relationship is not an employment relationship and bonuses and pensions will not be paid;
  • setting out the non-executive director’s start and end dates;
  • providing the ability for the company to terminate their directorship;
  • setting out the non-executive director’s key responsibilities and obligations to the company (such as time required for preparing for board meetings and a requirement to obtain the board’s approval before taking on other commitments that might affect their role as a non-executive director); and
  • protecting the business’s confidential information and intellectual property.

Use this letter when appointing a new non-executive director, to set out the terms and conditions of their appointment. You can also use this letter if you have already appointed a NED and you want to clarify their terms and conditions.


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