Non-Executive, Alternate & Associate Directors

The Non-Executive, Alternate & Associate Directors section looks at three roles that sit outside the typical executive director position:

• Non-executive directors (NEDs)
  Usually appointed for their experience and independence, often on a part-time basis. They are appointed in the same way as any other director and, for company law purposes, are directors.
• Alternate directors
  A person appointed to act in place of a director during a temporary absence, where the company’s articles permit this.
• Associate directors
  Senior managers given the title “associate director” for internal purposes. They are not, in strict legal terms, directors unless they also sit on the board.

The Companies Act 2006 does not contain an exhaustive definition of “director”. Whether a person is a director in law depends more on the role they actually play than on their job title. This section provides contracts, appointment letters, board minutes, resignation letters and Companies House forms to support the appointment and retirement of these roles.

Each document in this section is compliant with the Companies Act 2006.

When To Use These Templates

Use these templates when you are:

• appointing a non-executive director and documenting their terms of engagement;
• appointing an alternate director in accordance with the company’s articles;
• designating a senior manager as an associate director and recording that decision;
• preparing Companies House filings for the appointment or termination of a non-executive director;
• documenting the resignation of a non-executive director.

📁 Templates In This Section

Non-executive director appointment and exit

• Letter – Appointment of Non-Executive Director
• Contract for Services: Non-Executive Director
• AP01 – Appointment of Non-Executive Director
• Letter Of Resignation – Non-Executive Director
• TM01 – Termination of Appointment of Non-Executive Director

Alternate directors

• Letter of Appointment of Alternate Director

Associate directors

• Letter Appointing Associate Director
• Board Minutes – Appointment of Associate Director

🔀 Document Toolkit: Typical Sequence (may vary)

1. Decide whether the role should be a non-executive director, alternate director or associate director, checking the articles of association where an alternate is proposed.
2. For non-executive directors, issue a Letter – Appointment of Non-Executive Director together with the Contract for Services and obtain the director’s agreement.
3. Where a non-executive director is appointed or leaves office, complete and file the relevant Companies House form (AP01 for appointment, TM01 for termination).
4. For alternate and associate directors, use the relevant appointment letter and, for associate directors, board minutes to record the board’s decision.
5. Keep signed letters, contracts, minutes and Companies House filings with the company’s records.

• Letter – Appointment of Non-Executive Director
• Contract for Services: Non-Executive Director
• Letter of Appointment of Alternate Director
• Letter Appointing Associate Director
• Board Minutes – Appointment of Associate Director
• AP01 – Appointment of Non-Executive Director
• Letter Of Resignation – Non-Executive Director
• TM01 – Termination of Appointment of Non-Executive Director

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