Non-Executive Director / Adviser Appointment Letter — Word & PDF Template

This appointment letter records the terms on which a company appoints an outside person to its board as a non-executive director, or to its advisory board as an adviser. It is written as a contract for services, and the appointee is not an employee.

Who is this template for?

It suits a private company limited by shares in England and Wales bringing in an outside board member or adviser. As the document itself states, it is not for an executive director or an employee.

What does the template include?

The document is made up of numbered sections:

• Parties and Role — company and appointee details, and a tick box for non-executive director or adviser (an adviser if neither is ticked).
• Start Date and Term — start date, initial term in months and a review before the term ends.
• Time Commitment — minimum meetings per year and expected days a month.
• Duties — areas of focus, with separate wording for a director and for an adviser.
• Fees and Expenses — fee amount and frequency, tax treatment, expenses and an approval limit, with no equity given by the letter.
• Conflicts of Interest and Other Roles — a duty to declare conflicts and a space for other roles and connections.
• Confidentiality — confidential information kept secret, with carve-outs for public information and reporting to a regulator.
• Insurance — tick one: the company maintains directors’ and officers’ cover, or it does not.
• Ending the Appointment — notice in months, immediate termination for serious breach, and resignation and removal of a director.
• Return of Property — company documents, data and devices returned or deleted.
• General — entire agreement, changes in writing, no handing the role to anyone else, and governing law of England and Wales.
• Signatures — signature blocks for the company (signed by a director) and the appointee.

Easy to customise

The template opens in Microsoft Word, Google Docs and LibreOffice. Fill in the highlighted fields, enter the fee, term and notice period, and tick the role and insurance options and edit any clause to suit your arrangement.

Format and scope

Download instantly as an editable Word (.docx) file and a PDF, formatted to A4. Written in plain British English and drafted for use in England and Wales.