Appointing a Non-Executive Director – Contract for Services

Contract for Services: Non-Executive Director

CO.CA.DIR.28

This is a Contract for Services for a Non-Executive Director of a private limited company.

The appointment of a non-executive director is a contract for services and not a contract of employment. However, HMRC increasingly expects companies to pay non-executive directors’ fees to them (as “officeholders”) under PAYE in the same way that they would be paid if it were employment income. This template therefore has been updated to provide for payment of those fees to be made under PAYE. The template also provides that fees for additional separate consultancy services provided to a company by a non-executive director may be paid gross.

There is no legal distinction between executive directors and non-executive directors and a non-executive director will have the same legal responsibilities as any other director under the Companies Act 2006. The distinction lies in the role that they perform. Non-executive directors are independent advisors or supervisors who stand back from the day-to-day running of the business; instead they scrutinise and assist the executive directors in their strategic decision-making process. Exactly what this entails will vary from company to company, depending on what is required at each stage of a business’s development. They will usually only devote a portion of their time to the business.

Whilst non-executive directors are particularly appropriate in larger companies, in a SME or new business, a non-executive director might act as an entrepreneurial mentor, whose presence provides an experienced guiding voice.

A non-executive’s details will need to be filed with Companies House in the usual way on Form AP01.

A non-executive director of a private company will not have to adhere to the provisions of the UK Corporate Governance Code which is aimed at UK public listed companies.

This Contract for Services: Non-Executive Director includes the following clauses:

  1. Definitions and Interpretation
  2. Appointment
  3. Initial Term
  4. Termination of Appointment
  5. Duties and Time Commitment
  6. Fees and Expenses
  7. Outside Interests
  8. Confidentiality
  9. No Authority to Bind Company
  10. Evaluation 
  11. Change of Details
  12. Data Protection
  13. Contract Rights of Third Parties
  14. Previous Agreements and Contracts
  15. Governing Law

The appointment of a non-executive director can be documented using either this contract or an appointment letter sent from the company to the non-executive director. An Appointment Letter has also been included within this subfolder.

This document is in open format. Fields should be completed where indicated. Wording in square brackets is optional and can be deleted or retained according to requirements.

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