Letter of Appointment of a Non-Executive Director

A complete appointment letter for a non-executive director, setting out role, time commitment, fees, conflicts, confidentiality, insurance and how the appointment ends.

Editable Word document
8
10pages
Guidance notes included
aml consultancy solutions

Company secretarial

Letter of Appointment of a Non-Executive Director

About this document

What it’s for

A non-executive director (NED) is an office holder, not an employee. This letter sets out the terms of their appointment – what the company expects of them, how much time they will give, what they are paid, their duties as a director, and how the appointment can end – without creating an employment relationship.

When to use it

  • When appointing an independent NED or chair to bring experience and challenge
  • When an investor appoints a nominee director to the board
  • When renewing or formalising an existing NED arrangement

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  • 1. Appointment and term
  • 2. Role
  • 3. Time commitment
  • 4. Duties as a director
  • 5. Fees and expenses
  • 6. Outside interests and conflicts
  • 7. Induction, development and review
  • 8. Confidentiality
  • 9. Independent advice
  • 10. Insurance and indemnity
  • 11. Data protection
  • 12. Ending the appointment
  • 13. Status and governing law
  • Acceptance

How to complete it

  • Choose Option A (independent) or Option B (investor nominee) where shown
  • Fill in the term, time commitment, fee and committees
  • Make sure the NED has verified their identity with Companies House before appointment
  • Ask the NED to sign and return the acceptance; file form AP01 within 14 days

Key points to check

  • NED fees are taxed through payroll (PAYE) as office-holder earnings
  • Avoid employment-style terms (set hours, holiday, sick pay)
  • The appointment must be approved by the board under the articles

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Company secretarial

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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